Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Cityworks Software Upgrade-5194-Award/Ordinance/Pricing (2)
Contract 5194 File Name Cityworks Software Upgrade Purchasing Contact Cindy Alonzo City Council Target Date May 3, 2016 Granicus # 16-536 Ordinance # umuaign cnveiope iu: Hnnroutu-/_nuu-+uur.-H4t i-cs iuon��3�.isnr This Software License. Agreement made by and between Azteca Systems, Inc. ("Azteca Systems") a Utah corporation, with a place of business at 11075 South State, Suite 24, Sandy, Utah 84070 USA and the City of Denton, TX, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date"). Azteca Systems Products are licensed under the terms and conditions of the License Agreement. This agreement, when executed -by the licensee named below ("Licensee") and Azteca Systems, Inc. (Azteca Systems), as licensor of the Software, Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements including the License Agreement presented in the installation process requiring acceptance by electronic acknowledgement and will constitute a signed License Agreement. This signed License Agreement includes (i) this License Agreement, (ii) Addendum I – Product Licensing (iii) Addendum 2 – Maintenance Agreement and (iv) Addendum 3 – Third Party Consultant Agreement. This signed License Agreement may be executed in duplicate by the Parties. An executed License Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or email, and reflects the signing of the document by any Party. Duplicates are valid and binding even if in an original paper document bearing each Party's original signature is not delivered. ARTICLE 1—DEFINITIONS 1.1 Definitions. The terms used are defined as follows: a. "Agreement" means this Software License Agreement between Azteca Systems and Licensee, inclusive of all schedules, exhibits, attachments, addenda and other documents incorporated by reference. b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account user name and password, or other mechanism required for use of a Product. C. "Authorized User" or "User" shall mean: (i) a direct user of the Licensed Products, including but not limited to Licensee's employees; or (ii) Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee. d. "Client Data" means the data provided or inputted by or on behalf of Licensee, including personally identifiable information, for use with the Software. e. "Covered Software" shall mean the particular Cityworks Software, scripts, interfaces and custom code identified in Addendum 1. f. "Custom Applications " shall mean any scripts, interfaces, reports or program code created by Azteca Systems, Licensee, Cityworks Partner, or other third -party, other than Program Modifications to the Cityworks applications, that provide specific functionality uniquely designed for the Licensee. Any Custom Applications delivered to Licensee shall NOT become part of the Licensed Software unless otherwise specified in Addendum 1. g. "Data" means any Azteca Systems or third -party digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered independently. h. "Deployment Server License" means a license that, in addition to providing staging server License rights, authorizes Licensee to install and use the Software for deployment in Licensee's internal use. i. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a server in Licensee's internal use to provide testing License rights prior to deployment. j. "Documentation" means all user reference documentation that is delivered with the Software and includes but is not limited to (a) all materials published, provided digitally, or otherwise made available to Licensee by Azteca Systems that relate to the functional, operational and/or performance capabilities of the Software; (b) all user, operator, system administration, technical, support and other manuals and all other materials published, provided digitally or otherwise made available to Licensee that describe the Standard License & Maintenance Agreement Page 1 of 16 03116 ed. uocuoign mnvelope w: Hot roU / U-Z0UU-4UUr_-H4U 1-0 I000UZ,5Lo001- functional, operational and/or performance capabilities of the Software; (c) any Requests for Information and/or Responses for Proposals (or documents of similar effect) issued by Licensee, and the responses thereto from Azteca Systems, and any document which purports to update or revise any of the foregoing; and (d) the results of any "Proof of Concept or similar type presentations or tests provided by Azteca Systems to Licensee. k. "Internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the Licensed Products by, or use of the Licensed Products in the provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as Tong as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third party shall not be considered Internal Use. 1. "Licensed Products" shall mean the portion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified as specified in Addendum 1 attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that Azteca Systems may at its discretion deliver to Licensee. in. "Login" means a license that allows Licensee to permit a single authorized named end user to use the Software, Data, and Documentation installed on a server and accessed from a computer device. n. Online Services means any Internet -based system, including applications and associated APIs, hosted by Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks software and data, and other information. o: "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. p. "Preview" means any alpha, beta, or prerelease Product. q. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License Agreement. r. "Sample(s) means sample code, sample applications, add-ons, or sample extensions of Products. S. "Server" means each single instance of an operating system, whether physically installed on a computer or within a virtualized environment. t. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software technology, excluding data, accessed or downloaded from an Azteca Systems (Cityworks) authorized website or delivered on any media in any format including backups, updates, upgrades, and service packs. U. "Maintenance Addendum" shall mean the ,Master Software Maintenance Addendum attached hereto. V. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a subscription or transaction basis. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Azteca Systems and its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in the Software, materials, or services to Licensee or any third party. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. Azteca Systems and its third -party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Products. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License. Subject to the terms of this agreement, Azteca Systems grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) for Licensee's own internal use; and (iii) in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Azteca Systems or its authorized distributor and (iv) for the applicable Term or until terminated in accordance with Article 3. License types may include, but are not limited to Login, Workgroup, Departmental, ELA (Enterprise License) Licenses,. Licensee may allow third party consultants or contractors to access and use the licensed Software, provided Licensee Standard License & Maintenance Agreement Page 2 of 16 03116 ed. uocuaign r-nmope iu: Hnornutu-touu-4t ZJr_-H4L,1-01030t.Z3k,00r and Third party consultant agree to and are bound by the terms set forth in Addendum 3. In addition to the Scope of Use in Article 4, Addendum 1-- Product Licensing and the Software Terms and Use which applies to specific Products, Addendum 2 -- Maintenance Agreement, and Addendum 3 – Third Party Contractor Agreement (if applicable) collectively, are incorporated in this Agreement. a. Software. Use and License for specific Software products are set forth in Addendum 1 Product Licensing Addendum, which is incorporated b reference. b. Maintenance. Maintenance terms a e set forth in Addendum 2, - Maintenance agreement which is incorporated by reference. c. Third Party Contractor. Terms of u e for Third Party Contractor software usage (if applicable) are set forth in Addendum 3, which is incorporated reference. 3.2 Preview Release Licenses. Products cquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only ani I not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Azteca or distriutor maintenance. 3.3 Special Use Programs. If Licensee a4 quires Products under a special program for noncommercial, nonprofit, educational, or other limited -use license, L' ensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described n Azteca's website in addition to the non -conflicting terms of this License Agreement. All such program term 3 are incorporated herein by reference. 3.4 Delivery. Unless otherwise i available to Licensee the Licensed Property. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to I by Licensee, Azteca Systems shall provide an electronic link to make by electronic download and a license key to activate the Licensed Licensee may: 1. Install and store Products on ectronic storage device(s); 2. Make archival copies and roul ine computer backups; 3. Install and use a newer versioi i of Software concurrently with the version to be replaced during a reasonable transition period n t to exceed 6 months, provided that the deployment of either version does not exceed the censee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate that Licensee's total licensed quantity; and 4. Move the Software in the licensed configuration to a replacement Server. b. Licensee may use, copy, or prep a e derivative works of Documentation supplied in digital format and thereafter reproduce, display, an redistribute the customized documentation only for Licensee's own internal use. Portions of Documej itation supplied in digital format merged with other software and printed or digital documentation re subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Azteca and its licensors: "Portions of this document include intellectual property of Azteca and its licensors and are used herein under license. Copyright © [Licensee will insert the actual copyright dates) from the source materials] Azteca Systems, Inc. and its licensors. All rights reserved. C. Consultant or Contractor Access. Subject to Section 3.1 and Addendum 3, Azteca Systems grants Licensee the right to permit Lice see's consultants or contractors to use the Products exclusively and solely for Licensee's benefit. Lic nsee must comply with terms and provisions of Addendum 3 and provide a copy to Azteca. License shall be solely responsible for compliance by consultants and contractors with this License Agr ement and shall ensure that the consultant or contractor discontinues Product use upon completion of i vork for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Standard License & Maintenance Agreement I Page 3 of 16 03116 ed. uocuaign cnveiope iu: Hnnrnu t u-/_nuu-4t,yc-H1+k,1-b i uon��st,tsor 4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not a. Sell, rent, lease, sublicense, lend, assign, or time-share Products; b, Permit persons other than Authorized Users to access or use the Licensed Products (or any part thereof); C. Act as a service bureau or Commercial ASP; d. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); e. Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or APIs; f. Redistribute Authorization Codes; g. Reverse engineer, decompile, or disassemble Products; h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; i. Upload or transmit content or otherwise use Products in violation of third -party rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; j. Remove or obscure any Azteca Systems (or its licensors') patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or component parts of the Products, Software, Online Services, or Data; 1. Unbundle or independently use the individual or component parts of Software or Services; in. Incorporate any portion of the Software into a product or service that competes with the Software; n. Publish the results of benchmark tests run on Softwarewithout the prior written permission of Aztecs Systems; or o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION 5.1. Termination for Cause: This License Agreement is effective upon signed acceptance by authorized representatives. Either party shall have the right to terminate this Agreement by written notice to the other if (i) state statutes are amended to prohibit or substantially change the operation of the Program (ii) the Supreme Court for the State of Texas rules that the services are prohibited; or (iii) the other party commits any material breach of any of the provisions of this Agreement. Either party may terminate this License Agreement or any license for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca Systems or its authorized distributor. If this Agreement is terminated under section 4 of the Maintenance Addendum, Licensee shall then return to Azteca Systems all of the Software Cityworks, related modules, related updates, and any whole or partial copies, codes, modifications, and merged portions in any form. Azteca will for no additional charge to Licensee and at Licensee's option either grant a license to the Licensee, for a period of one year, which will allow Licensee to retain the ability to access records and data contained in The Cityworks Software or allow Licensee to create digital copies of all files needed by the Licensee for the same period. If Licensee needs to retain access to records or data for a period longer than one (1) year, in order to transfer data to another system, Azteca will consider reasonable requests to extend beyond one (1) year. The parties hereby agree that all provisions which operate to protect the intellectual rights of Standard License & Maintenance Agreement Page 4 of 16 03116 ed, uocuaign cnveiope iu: i -b i Azteca Systems shall remain in force ARTICLE 6—LIMITED WARRANTIES 6.1 Limited Warranties. Except as ninety (90) days from the date Azteca unmodified Software will substantially breach or termination occur. DISCLAIMERS ise provided in this Article 6, Azteca Systems warrants for a period of issues the Authorization Code enabling use of Software and that the in to the published Documentation under normal use and service. 6.2 Special Disclaimer. CONTENT, DA TA, SAMPLES, NEW VERSIONS, HOT FIXES, PATCHES, SERVICE PACKS, UPDATES, UPGRADES, AND ONLINE SERVICES PROVIDED ON A NO -FEE BASIS, AND EVALUATION, TEST AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (i) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHA LL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE Ot DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATIqN OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer. EXCEPT FOR HE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA SYSTEMS DISCLAIMS ALL OTHER W RRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, B JT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT OF INTELLECT AL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS WILL M ET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, E OR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL B CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. LICENSEE SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems' entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at Azteca Systems' sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software or Online Services subject to the Azteca Systems Maintenance Program or Licensee's authorized distributor's maintenance program, as applicable; or (iii) return of the license fees paid by Licensee during the current period, for Software or Online Services that do not meet Azteca Systems limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation; ceases using Online Services; and executes and delivers evidence of such actions to Azteca Systems. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF ANY), AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT Standard License & Maintenance Agreement Page 5 of 16 03116 ed. uocuaign Cnveiope iu: Amrou t u-znuu-1+kyt-H4L i -t5 i 05e1.zsuuor LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE DURING THE CURRENT SUPPORT PERIOD, FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems. The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Azteca Systems shall defend, indemnify as described below, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, arising out any claims, actions, or demands by a third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems'. request and expense. 8.2 If Software or Online Services are found to infringe a'US patent, copyright, or trademark, Azteca Systems, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing item(s). Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and refund the unused portion of fees paid, prorated for the current maintenance period. 8.3' Azteca Systems.shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of Software or Online Services with a product, process, or system not supplied by Azteca Systems or specified by Azteca Systems in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by Azteca Systems under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. New or updated Products and subscription renewals will be licensed under the then -current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re - Standard License & Maintenance Agreement Page 6 of 16 03116 ed. uocuoign cnveiope iu: Hoorouiu-zouu-4u=_-H,+u i-ts iuow zouoor export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Azteca Systems, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions of section 5 of Addendum 2, shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Azteca Systems shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Azteca Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Disputes, and Arbitration. This License Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: ' Consultation and negotiation in good faith and a spirit of mutual cooperation; Mediation, by a mutually acceptable mediator chosen by the parties, which cost is shared equally; • A. If the matter cannot be settled through negotiation, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request fora meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of Standard License & Maintenance Agreement Page 7 of 16 03116 ed. uocuaign tnveiope iu: Hnnrbutu-/-nuu-4l.yC-H4L i-cs iuon%,z3L,unr this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. • B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the. negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute,. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 9.11 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits, such as access to technical support, specified in Azteca Systems' or its distributor's current applicable maintenance policy, as specified in Addendum #2. 9.12 Feedback. Azteca Systems may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intellectual property, are owned by Azteca Systems. 9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Azteca Systems technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party. Standard License & Maintenance Agreement Page 8 of 16 03/16 ed. vocuaign cnveiope w: moorou i u-zouu-+u=--m4k, i -b iooauzot or - IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTEMS, INC. nnd� W. LEI -, i :ALGBy. YC7%I.i.. Name: Brian L. Haslam Title: President- CEO 4/28/2016 Date: CITY OF DENTON — (LICENSEE) Eli d by: 6. By LERl3�.. Name: George C. Campbell Title: Citv Manaeer ooeuSigned by: Attest: r Jenni'e`rValters, City Secretary May 3, 2016 Date: ................................ ..................................... ................................ I.. ....... ..... Approved as to Legal Form: nita Burgess; fli Attorney Standard License & Maintenance Agreement Page 9 of 16 03116 ed. uocu.,c)ign cnveiope iu: Hnnrbui u-�nuu-4��t-H4� i-cs i uon�.�3�rsor ADDENDUM #1 PRODUCT LICENSING Licensed Software: Departmental'ELA Server AMS Standard for the Water Utilities Department Standard ELA Cityworks AMS includes Unlimited Office, Field, Local Government' - Templates, (LGT), Storeroom, Equipment Checkout, Contracts, Cityworks Analytics, Cityworks for Excel, Mobile Native Apps (for iOS/Android), Respond, eURL, (Enterprise URL), use of all Cityworks AMS, APIs with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners and full use of the Work Order Basic API. Additional Software & Licenses: Additional Software & licenses may be added to this License Agreement with acknowledgement of an official Cityworks quote signed by Licensee and additional fees, if necessary, paid. Updates to the above licensed software means a subsequent release of the program which Azteca generally makes available to its supported customers as part of the annual maintenance plan for which fees have been paid. Occasionally, Azteca changes the name of its licensed software as part of its ongoing process to improve and increase the functionality of the software. In the event the software licensed or listed above changes in name, and/or improvements are made, Azteca will provide software with functionality that is similar to or with substantially the same or greater, functionality of the originally licensed software, provided all current license fees have been paid. Updates may not always include any release, option or future program that Azteca licenses separately. Updates are provided when available (as determined by Azteca). Azteca is under no obligation to develop any future programs or functionality. Any updates made available will be delivered to you, or made available to you for download. You shall be responsible for copying, downloading and installing the updates. Standard License & Maintenance Agreement Page 10 of 16 03/16 ed. uocuaign tnveiope iu: Hnorouiu-zauu-4%,at-H4t i -n i000t zot-oar ADDENDUM 2 STANDARD MAINTENANCE AGREEMENT This Standard Maintenance Agreement is between the Licensee named below "Licensee" and Azteca, Systems, Inc. Maintenance is provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee for the times and periods and amounts specified in section 7.3 below. Maintenance support services consist of the following benefits: Technical support, new version software, service packs, software upgrades, and software updates. 1.1. Azteca Systems will ensure upward compatibility for the Covered Software applications within a reasonable timeframe for minor EsriO ArcGIS and Cityworks supported databases revisions. Azteca Systems will not ensure upward compatibility for Covered Software Applications when there are major Esri ArcGIS revisions (for example, from rev 10.x to rev 11.x), however Azteca Systems will make all reasonable efforts to provide upward compatibility. 1.2. Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4), during the term of this Maintenance Agreement provide the following: (a) Software Updates. Software Updates includes Upgrades and service packs which are a collection of files that enhance or correct the Covered Software and which will be available for Licensee to download during the Maintenance term. Updates and Upgrades may also include new versions; (b) Provide Telephone Support, Email Support, Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 2 below); and (c) Implement and maintain a means of secure, remote direct network access (VPN, Web -access, etc.) to the Licensee's systems in order to perform thorough remote diagnostics. 1.3. The following items, among others, however, are specifically excluded as support services under this section of this Maintenance Agreement: (a) Interpretation of program results, including but not limited to support for applying or installing upgrades and service packs; (b) Assistance with questions related to third party software, computer hardware, networking, and other similar items that are not provided by Azteca; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Licensee Data debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modifications and/or unauthorized updates; (f) Consulting regarding customizations created to function with the Covered Software unless the customization is identified and listed as Covered Software in Addendum 1; (g) Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and (h) Questions such as configuration, implementation and walk-throughs. 1.4. Support Periods are renewable unless terminated as provided in Section 4 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web -based (www.MyCityworks.com) and after hours support as set forth in Section 1 of this addendum. Standard License & Maintenance Agreement Page 11 of 16 03116 ed. uocuoign Cflvelope IU: Hbbrou/ 1-t5 I 03fouz,3koar 1.5. Authorized Callers. Licensee may designate a limited number of authorized callers per software product listed in Addendum 1. Licensee may replace Authorized Callers at any time by notifying Azteca Systems Support services. Authorized callers may be designated in this Addendum 2 or by email. Azteca may limit the total number of authorized callers as may be reasonably necessary and may request an updated list of authorized callers. 1.6. Cityworks Online Support and Customer Portal. Azteca has created a self-help support website center for Authorized Callers to submit technical issues, chat with technical specialists, track technical support incidents through the `My_Cityworks' portal, and view technical articles, updated product documentation, blogs, links to forums, and technology announcements. The support and care website can be found at http://www.mycityworks.com. 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine, non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, and then 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours. 2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur with the System. The Licensee will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component, Licensee will first try and resolve the problem without Azteca Systems' involvement.. If Licensee cannot resolve the problem or isolate the problem, Licensee may contact Azteca Systems via telephone, chat, or self-service portal. 'In each case, Cityworks technical support will log the information and provide, an answer to the question, a resolution to the problem, or submit a verified bug to the development group. Any support request that is not quickly resolved will be assigned to a technical support representative. Phone calls and chat requests are accepted during normal business hours as outlined on the Contact Support page of MyCityworks.com. Voicemails and requests submitted via the self-service portal outside of the posted business hours will be responded to on a first come, first served basis the next business day 2.3. For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the Licensee, Azteca Systems will provide an after- hours phone number or pager number that will forward the call to the currently assigned Azteca Systems support representative. Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. For routine and non-critical problems Licensee will submit support requests during normal business hours as outline in 2.2 above. 2.4. After a Technical Support Incident is logged, Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a work around. While it is Azteca's goal to provide an acceptable solution to technical issues, Azteca cannot guarantee that all technical issues can be fixed or resolved. 2.5. Azteca will use all reasonable efforts to utilize remote support -type services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software, the parties by mutual negotiation, shall develop a separate agreement that will govern the terms and conditions for any on-site work or services. 3. CHARGES/FEES 3.1. For services hereunder, Licensee shall pay Azteca, Systems annual Maintenance Fees as set forth in paragraph 7.3 below. The annual fee for each twelve (12) month period is set forth in paragraph 7.3, and shall be paid prior to the start for each Maintenance Period unless otherwise specified. The annual fee for successive Maintenance Periods (twelve-month periods) commencing upon the anniversary of the first maintenance period, shall become due prior to the end of the preceding paid-up Maintenance Period. Standard License & Maintenance Agreement Page 12 of 16 03116 ed. uocuaign cnveiope iu: moornuiu-zouu-4uur--/-4L.i-biooauzat oor 3.2. Upon sixty (60) days written notice, the fee for Maintenance Periods listed in section 7.3 subsequent to year three (3) of the Maintenance Period, may be adjusted by Azteca Systems to reflect increases in costs of providing the services; provided, however, that the fee shall not increase by more than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than 90 days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. In addition to charges due under this Support Agreement, Licensee shall pay amounts equal to any sales tax, duties, or other consumption taxes, however designated, which are levied or based upon such charges, or upon this Maintenance Agreement. 3.4. Maintenance Expiration. Azteca Systems will send Licensee a notice of expiration approximately sixty (60) days before the Maintenance term expires. If Azteca Systems does not receive a purchase order prior to the expiration date, Azteca will send the notification to Licensee upon expiration of the Maintenance term. Azteca Systems will continue to provide technical support for an additional thirty (30) days, but Licensee will no longer receive Software updates released after the Maintenance term's expiration. If Licensee does not reinstate Maintenance within thirty (30) days of the expiration date, Licensee will no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.5. Reinstatement Fee for Lapsed Maintenance. Azteca Systems will reinstate Maintenance if Licensee sends a purchase order or payment within thirty (30) days of the expiration date. If Licensee does not renew Maintenance within thirty (30) days of the expiration date but at a later date wants to reinstate Maintenance, Maintenance fees will include the Maintenance fees that Licensee would have paid since the expiration date. 4. TERM AND TERMINATION: 4.1. The initial term of this Maintenance and Support Agreement will begin upon the effective date set forth in section 7.2 below, and continue for twelve (12) consecutive months at the rate of fee(s) as noted in section 7.3 below. Thereafter, Licensee may continue maintenance as set forth in the table below and beyond at the then -current amount. 4.2. Termination for convenience: Either parry may terminate this maintenance agreement by giving the other party thirty (30) days' notice prior to the end of the current maintenance period. 4.3. In the event that either funding from Licensee or other sources is withdrawn, reduced, or limited, or the authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement, in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party. 4.4. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terms of this Agreement for services rendered or software received and accepted prior to the Effective Date .of termination. 5. WARRANTY, DISCLAIMER REMEDY, AND LIMITATION OF LIABILITY 5.1. Azteca Systems warrants that all technical support provided pursuant to this Maintenance Agreement shall be performed in a professional and workmanlike manner. Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a workaround, but Azteca Systems cannot guarantee that all technical issues can be fixed or resolved. 5.2. With respect to the services provided hereunder and to the extent permitted by applicable law, this Standard License & Maintenance Agreement Page 13 of 16 03116 ed. uocuolgn tnvelope 1u. Hoorou/u-L000-4l.yt-H4lr 1-0I030Lz,5U00I- warranty is in lieu of all other warranties, whether written or oral, express or implied, including without limiting the generality of the foregoing, any warranty of non -infringement, merchantability or fitness for a particular purpose. 5.3. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT. AZTECA SYSTEMS DOES NOT WARRANT AND DISCLAIMS THAT MAINTENANCE OR ANY SERVICES PROVIDED HEREUNDER WILL MEET LICENSEE'S NEEDS' THAT LICENSEE'S OPERATION WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR FAILURE -SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. 5.4. Remedy. If Azteca Systems fails to fulfill its obligations under this maintenance addendum, Licensee's sole and exclusive remedy is the right to terminate this maintenance agreement immediatelyfor the affected and listed Products and receive a refund of the unused portion of maintenance fees paid under this maintenance agreement, prorated for the current maintenance period. 5.5. Limitation of Liability. IN NO EVENT SHALL AZTECA SYSTEMS BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING' OUT OF OR RELATED TO THIS STANDARD MAINTENANCE AGREEMENT OR USE OF QUALIFYING PRODUCTS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT AZTECA SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 6. MISCELLANEOUS 6.1. Azteca Systems shall not be in default under this Agreement for its failure to perform or its delay in performing any obligation under this Maintenance Agreement (other than the reimbursement of fees as set forth in section 5.4 of the Maintenance agreement, during any period of time during which such delay is due to fire, flood, earthquake, strike, labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, legal prohibition or governmental action, riot, insurrection, damage, destruction or any other cause beyond the control of Azteca Systems or any of its contractors preventing or delaying the performance of such obligation, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance; and provided further that the sole effect of any delay by Aztecs Systems shall be a related delay in payment by the Licensee pursuant to the relevant schedule. 6.2. Notices: Until further written notice, all payments and notices relevant to this Agreement shall be sent to the following addresses: Azteca Systems: Azteca Systems, Inc. 11075 South State Street, Suite 24 Sandy, UT 84070 Licensee The address set forth in section 7.1 below. 6.3. Applicable Laws: This maintenance agreement is governed by and construed in accordance with the laws of the state identified in the License Agreement without reference to conflict -of -laws principles except that US federal law shall govern in matters of intellectual property. Standard License & Maintenance Agreement Page 14 of 16 03116 ed. uocuaign tnveiope mi: Hdorouii-t5 iuob��s�,ubr 6.4. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or distributed to any third -party. Data provided to Azteca Systems by the Licensee may be loaded onto Azteca Systems servers or employee computers for the purpose of testing The Software Cityworks, database structure, or database values, and related Esri® software to resolve database or software performance issues, software enhancements and software defects. At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from Licensee. If requested by the Licensee, and once the testing has been completed, Azteca Systems will delete all data provided by the Licensee. 6.5. No Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems 7. IDENTIFICATION AND AMOUNTS 7.2. Delivery Date/Effective Date MM/DD/YYYY Insert Date: 05/09/2016 7.3. Schedule of payments and Fees c �......., �%.a..,a.x....^,.,<,<2H.�.�..,�.,,.�. ' ........... ........�....5. ^,_ .. ....... »r ......... ..i .. .. ... ..... >c. ...<.r..^. .] r :. .. .. .. .., ..... r„,..'o:y>._/C:xr^:. `s ,q .._ ,.... :. .. .. ..... .» ..ar. ... ..... .....«._....,... r. ra. £....,... .. ».»a. ,..a ,....�:''3i, i�2'i:.n: i .. ».w.r .✓u.... .h.rw.»a.,.. x .,, .. �. .:�f. r w ,>Y...........orr.........m......aw'.��-.�F���i%<..�..�.. F .... .. ,:x,,.. ^ _ ,. . .. ....:....:"6" ..,... sx x<.r,"C ,..,._._ _�.. .- ... ..- - .�.. - x. ,:. .. .._., .. ..r<.. ., .ri>....... ..... ..�. ..,. ... ... ..m:G .. ,. .r ..............m: .^wk. .._,-.._..w<.»x,.,.oc,:.::rx. ✓»x%x.::o:?:•'!.;`•:°�«..rxr:..,va<.. «.»:�: .. [,-<-srxnv.,• oz .... ...............^c..,..o.....», . ^r .::. .....Y..b ...,x$^/>. . "s� . �. ._:,,-x<� <.::c:.3.wn ..✓, xrs.�v�;.�.<•,.: s:> w..a . .. �'... rx3a.:....,-.Jr.'M... >:iryf:... r:._ ,.--r?rrr✓r ..r,. ,............. ..... wl .. ...s;'..:...:.3 xx,:'::.,,r ....u,�ciks:,.. Year 1 05/09//2016 —10/31/2016 $15,210.00 Year 2 11/01/2016 —10/31/2017 $531,000.00 Year 3 11/01/2017 —10/31/2018 $53,000.00 7.4. jAdditionall Standard License & Maintenance Agreement Page 15 of 16 03/16 ed. 0 uocu�ign cnveiope iu: r�ndrnu u-�nuu-4�,ac-H4�, i-ts i u�n�,�st,tsnr ADDENDUM 3 THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee engages any third party contractor and desires to grant access to or permission to use the licensed software, the access may be granted subject to the, following terms conditions and provisions: 1. Access and use of the Licensed Software by any third party is solely for Licensee's benefit; ee hall be considered as applicable, i employee) s 2. The third party contractor (or, if applicable, is e p y ) pp , the Authorized User for purposes of the applicable license type, and all use by such j contractor shall be in accordance with the terms and conditions of the Master License Agreement; 3. Before accessing the Licensed Software, the contractor agrees in writing that (a) the software shall be used solely in accordance with the terms of this Agreement and solely for Licensee's benefit and (b) the contractor shall be liable to Azteca Systems for any breach by it of this Agreement; 4. Licensee hereby agrees and acknowledges that Licensee will be liable for any and all actions or omissions of the contractor with respect to the use of the Licensed Software, as if such actions or omissions were the Licensee's; 5. Upon expiration or termination of this License Agreement, the rights of usage to any third party contractor shall immediately terminate; 6. Use of the Software by such third party contractors on Licensee's behalf will be governed by the terms of this Agreement, and will require that Licensee purchase the appropriate license for each user utilized by such third parties; 7. Any breach of this Agreement by any third party consultant(s)/contractor(s) will be deemed to be a breach by Licensee; 8. Licensee will ensure that Contractor agrees to comply with and does comply with the terms of this Agreement on the same basis as the terms apply to Licensee; and 9. Any third party contractor must sign a copy of this Addendum acknowledging that it has a copy of the license agreement and agrees to the terms herein, further Licensee shall provide a signed copy of this addendum for every third party contractor to which it has granted permission to access and/or use the licensed software; The rights granted under Third -Party Addendum, do not modify the license or increase the number of licenses granted under this Agreement. Third -Party acknowledges acceptance by signing below, and providing a copy to Azteca Systems at contracts@cityworks.com. Third Party Contractor Name (Print) By: Authorized Signature Date; Standard License & Maintenance Agreement Page 16 of 16 03116 ed. uocuoign tnveiope iu: Hbbrnuri-b woof z6k uor A Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Azteca Systems, Inc. - Ci tyworks 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 1 Name of local government officer about whom the information in this section is being disclosed. George C. Campbell Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? F—x-] Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F—x-] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? a Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. There are none. 4 X I have no Conflict of Interest to disclose. 5aocuSigned by: �#'S6A 4/28/2016 A@ UP0Wdoing business with the governmental entity Date f Wr D u oa sIcoat .. ... .. ... . .. ..... .. .:......:..:.. . ,.,. :.. ,.>�• v«»r, ..; ,., e^rne. ,:..,:. ... 'r . «. 9,:. ,, ..,.rr.c >.:. ru^....�.,�.i'. a3:a3. ei/, :. R. , N £.. `"/..... .2',.., .✓.o . ,E.: ns,.,2`Src ..'<�ia,s:l"5'a3 r S.. <•t .x.... .e .);. ,. .ot.... �; .w s..:. .. H.n. t.,. ab ..,..x.... .. r.r. S3 ..Z:.... ... .. r. .�.. ..aa?..«..e..-h,^a .,f � R.9 :,s..xv. tf;.,,.. JE:.i s%i`•< ,<:3 eb.e:...... om/<»v , b ...{. x x5. , .:: .»:o., S -..v :.,.. . ,... x.. ..n•.,... h . ...l.. v .e: .. ., .. x,o a , :$:b 2i' ...�a:.{' ... , .33'` ✓ 5, ..o.e. 3. .. .>....:.....,. s.. :.. .,: .s .,,... ....5. ,:.,1 ... ..t ..rc r..... ...,.,:fE.:t5Y2:;<:s):xr.�<er,>�,.:xe.. „o.�.. ruY,,, . ,.a .,. h ., ..... 4 .... , x,• S.xa.a.... <.. ; . ; .., x r .a,...n5 :,......M... ,..::..R.»... .: ...:.: .... .9[ x i .. .. .o......>. ... :.r , . ,G <T ,2.. ,nu r. .:. 'i. 7 .x. .. • . ? .c � .,./ Equ:w �w•.G.. � ...... :r ..^ ... .; ..: ,were:, .. cov .. N, .�xv .... r .<. . ;... .. .. ..... . a.x.c. .... ........ .. :.. Y ... ... E'2� . .«.x........a....,....,......x .� x'k"�$ .,, ,«c,.n... a .,.o! s ...xeY............ .^... ,. ..... .....:, ..,r...00 .... ... .:.., <;9i').)':'>9^.'' �:Y.ev�........ as . � . ff ^�` ,.x,.,...R. v^e...e,_aa........r. , .< ....:............:..w..... _ : ,.^ ,.,h .<...r.....».,.x.. r. >^.r .wa ,^.. xi. .... .. ^�.....a..<......�c....v....x.,,...,..:.,,..b...a:....a.....,...,.:.^,.....,.i...,.xa....<:..,.....,..................o-.....,.......,.xx.a.............., "c<:?s«.., Envelope Id: A66F6D7D26004C9EA4C1 131856C23C86F Status: -Completed `Subject: City Council Docusign Item - 5194 Cityworks Software Upgrade Source Envelope: Document Pages: 18 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 0 Cindy Alonzo AutoNav: Enabled Cynthia:Alonzo@cityofdenton.com Envelopeld Stamping: Enabled IP Address: 129.120.6.150' Time Zone: (UTC -08:00) Pacific Time (US & Canada) :.. ixw ,x ....r.. ,> „ o ✓ ,ax, ..:.,.,. t.. ....... :. ,c.. a 3a, r, .... ... ,. ^, ,.,.?.. ., .... , 3,S, rYa3Ksv ..< ¢�`. E:..x a ,2< ..:, , ..Nar, xtiJ,'„k. �'.� Nxa.... :<r:`�': . ....:�ia�' . r` , ..,.9» �..... .o., »...:. .... .:... .. r , o.,t........ ...,......:,. ..xw...3..<:,t<<-...a.. r ,....,,...,..,..<....... .. M.9Ax,S.<. ea^o. .. <o .xr., .. . M»r,: .. u,> ,a. .... .. ,.. ». n utc../. ,. :.:..,, o ,a ...... ... ..:.. ... ees<x..« ,. r`� 9 .x'Ta; p.,r<e<x o .e:Y.:>.w..:'iX. •r vYr.Nrui, ,.H ,e.<v..« . ¢ : � .. ,.,r .%,.....:. .. ^ .:, 9 ae...... , . ✓a.... , .. > K . ,X, ,.e .. .xe,L; e:.0 <w„x, tta<:s,�`%> � 5sr .. ..,,.a,.<.nr......... .. ... ....,. .aul... ,: :. .: u ...,..{'». .,. z .<. .:<Yl. ,a.., n�✓x.:9 „fx. :l:�S,: .. .. .... ... r...K. ... ,. ... ::o ., l ,.. .. , ., o> n x.d. ,.. .. ., ^ T rnw.... ...., aw : .. xn9✓'i .v .. o.. .... .., ^o.,. .. ,.. ....,. ........s ..... ...... :.. ..... .s. x... ..... .. ... <..... h „w ^.. .,. ,. ...,. ...: .... f{, ,...............,...^^,.i^^.':R�::«.�,......>,,,x .. . ^k . ., .....,. . ,....,.s.... x . #'/ .. , o...w ...:........ s ...::... r,. � .x... r ..... .. . .....w. .. x......... ..... , a.ls .,.._... ,... ,..) . .,.,..:. c,.,:.,.^v....a.:.o-.>^f...r^a. r.. r.. , ..: .., ... ax,...... ,. ....: ,.,., eu..., .!... .,k.. .,t .. << oma .. ..... ... .. .. ,. ,. . x>.,....:.. ..:..... .:..... os,.wa.. ........ yy..,.. �9e.,. .. ....,...,.^..,...Y».«..uur,....x...s,.:.<x�.,.xa,. , yr :v? ., .. ,e ,:..H. �r..... xf£...^».^fsc, .,.... ,. :» oa», .,rs: :t<.: .... .. ..... .. .2... ... a.,.,.s>.... :... ... rntxn,.;!;.::.�.,..,<S.x.,::.xK<z.e:.,.<s:._.........i.^.x...xf....,....:X:........._:........^£9o.r...^,.d«...,.^<.........,:M..,<:.:.0>. ..,�'<...e.�i<cmtf�'7.Y:n..e.H;......^.,.,„,,.,.u:ubi.irx...._......:.m:..,,<.uc!...n».....>.....;.u....:,^.... x,,..,.....x..HitC...............<....:.....,,a..>.v,.. ., .;>..... la ...:.r.:. ,., ,.< .. :zxoay..,:• Status: Original Holder: Cindy Alonzo Location: DocuSign 4/27/2016 1:35:29 PM Cynthia.Alonzo@cityofdenton.com w n... ae .a ) ffmc.G fa< . .x<. ... .. -,�- ,,. �.. la � ^5 .-<:�, .... ...;: .. C; -'E..« !. �;, ., s49 ,. s»<:«<, •,,vt;�. r. ,:. � .hs5, 'r Xa ., 5.. '<,<�3....».9 '>o?” . vux ., a.,m,.. o'�kx. ae3r- .Y Ri,v, .... , , � , ,. ma .._ : .. Y, ,... u„ .,.v.o ..,.a, .w.,,.. .. .... r : <. rH,.a.: .. . , ..,c< u .. . vs. ,... or � �,. .:l x. G. w ,x.•s%ix�',r.':°:)�tesn':5, �3',ti.� c ., .. u ,Y.,( ... ..... e . .... . r. .. ... ......:.✓.,...,.......... T, :.f ,., r ..... ... .. .,. a,. ... %sfT ea.,, s. .,. , .. ,..... ...... ..... {.., „R,,.c. x< • ...,... .,., . x_.. , rrr ... >.�2'fi`» r 3 vv3%. bw 9 , m...,,. 9 ... .. .. ....a"<.a .<. :.H✓.... 2 0. ox .. x ., r „<.:.r< ,�t u .:: xe.a�. «'9su, . �^' x3' < „cora„�:.. .: ! rY s .. x. .<..:. .^..s^. .. ... ... ....s / ✓n .. ...�,.. x::k�”, R.,. ..<.. ....�' ..... �.. t .. ,..uxye..✓.... s. .., ....,.^,:,.w. .. ... „v ., .,.,ax. x:. ..n .Y,^a ,x.:,H :s rk., ^ <x 1,. a„ „ ^, ....,,.« ,,,� .,:s.r2,r ,x., :x ,>. s. „<.,,, ..,<nR/ o,..<..;......, : waf9Y_ f ,:r <;•r's✓, H Y d9 3`'Grr..: � .,. <.a.» .f s r ,..,fi'>..>i.. c ..,..:..9a'.',£; ..........n. la �.G%s,.,...., �^?!�;"';.., ,. �:Et£: l...s-� .., a,ax <.'E'/ .._..5x.:„tt, ,mn °�.✓ x.< ..:rf r ,r.'Gr,. ,., '`.,. ,, ,..a...£„_., .,�`Yo:r ,....,_. ,; ....,...,.,. ,:,:.,,,. Cindy AlonzoColmpleted Sent: 4/27/2016 2:09:33 PM cynthia.alonzo@cityofdenton.com Viewed: 4/27/2016 2:09:47 PM -Buyer Signed: 4/27/2016 2:10:36 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Brian Haslam Docu gnedby. Sent: 4/27/2016 2:10:38 PM bhaslam@cityworks.com � Viewed: 4/28/20168:21:40 AM Security Level: Email, Account Authentication zeEooseeF7o4455... Signed: 4/28/2016 8:29:22 AM (Optional) Using 1P Address: 107.0.81.82 -Electronic Record and Signature Disclosure: Accepted: 4/28/2016 8:21:40 AM ID: 6258dcee-1 b65-4f88-b30a-8659b57abcd 1 Julia WinkleyGompleted Sent: 5/4/2016 12:45:37 PM julia.winkley@cityofdenton.com Viewed: 5/4/2016 12:48:55 PM Contracts Administration Supervisor Signed: 5/4/2016 12:57:20 PM City of Denton Using IP Address: 129.420.6.150 Security Level: Email, Account Authentication (Optional) .Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell oocaSignea by: Sent: 5/4/2016 12:57:25 PM george.campbell@cityofdenton.com�t,bVi�t, C. ra��Ot,, Viewed: 5/4/2016 1:54:42 PM City Manager 4ea4esz5FOE6480... Signed: 5/4/2016 1:58:31 PM City of Denton Security Level Email, Account Authentication Using IP Address: 129.120.6.150 (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters DocuSigned by: Sent: 5/4/2016 1:58:34 PM jennifer.walters@cityofdenton.com Whys Viewed: 5/6/2016 11:37:12 AM City Secretary E 9"D Signed: 5/6/2016 11:37:26 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley Sent: 4/28/2016 8:29:24 AM julia.winkley@cityofdenton.com COPIED Viewed: 5/4/2016 10:54:03 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman Sent: 4/28/2016 8:29:24 AM sherri.thurman@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John Knight Sent: 4/28/2016 8:29:25 AM john.knight@cityofdenton.com COPIED Resent: 5/4/2016 12:45:36 PM Deputy City Attorney Viewed: 5/4/2016 12:48:34 PM City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not, Offered via DocuSign ID: Robin,Fox Sent:.5/4/2016 12:57:23 PM Robin.fox@cityofdenton.com C410 31P I E D Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d66Od6l46ed6 Jane Richardson Sent: 5/4/2016 12:57:25 PM jane.richardson@cityofdenton.com C40'61PIED Viewed: 5/4/2016 12:58:00 PM Security Level: Email, Account Authentication (Optional) .: e...."......... _.., ,.. a ...a r..,...,...., >..:. M .. :..� ......::.:^ ..x .... x .,.e✓,< ��%u�'rG, s'z,. :s'��' a.....x....... ..... .. ...,,.},.,..:.n.... .... 'k3 ,.: 5.:^o:,a,^.,,.o>:^..<.,>xH:x.:.a✓,,:en.:, :,., <5!.5x,.!.>., ar:G>s>#:,n:U,.xwxmn %ra.J"O .:b'+;%s'9: 5;>?Y�S a.=i�%.. �./,:. . .,. v: .7',.:: .,..,.e m. .E. .x'. x.,.>..3.w.e.. ..,. ... .. " ..,. ..., ... ly„ ... ..» r',.'.%F,ri ...Y..9.,:'`^:'P :�.x.:Z:::. t.... :>• , r.G..x:..n. ,7 r . .......✓ ..: ........:..........x...... /..... ....:o"-.,......... t .. 3 is 4.. . <. ,:xr..✓ ��::«f8�3a'E%'.Evp'%x<;�.41...n u<a: m.: wX,.:::5 •uF l.s<.5:.:...: .::,.r, x....e_;xw'fnc>:4 .:,.:4 ,. G rf x..Ha.ne.n.._.... y: C ;s.:., .Y:+:.<:✓Har..,:,/ .: ...,.,a.:raf?ass.:..,.1.,..:iv ,.s>:, x<%.<?;£::o ..,,� <..>k ... .: .. rA ,, ., n� ...d .... .. .:.. ,.. :.. an" .: a::,. ..,.eG,^:,... ... ...: co. ...:.'[r,✓ w.lo.. a r:: �. . .,. ..... e. ,. ... .. ^,.,.,n .. .. . �. .... ^"...,>.c. "n ...[..[..:.a.... ...r. .. .. .2. ... . ^.... ,. .✓...n<osJ. ... /., £>� . ? .. !!<1:.'i`i::>:£ R}. >:Y:;s�> ..... .:/. k: .... .x <. .:a.,•. ... .. .._ •. .. ... ) /.3r:.a,a. a .,.,, .... ....s .. 3a .: .: .., .... X....x^ { ...�.. ..,:. ^ .....r. 7. .. [.. ..... ........... .. ........ ..^. ... .. ...... ... .... ..... :x Y ....^..... ,,,.:.. �x�$r"'" .. BEY.... . .n:. o ...:... .".... ... .o... o r ,. e. al.,...,,, ,. s.. ...... ..sAY .... ra¢1,. ..A. .. ; .., .. .. ...v... ,. .,. ... .r.. t ...:. ^ .. <,...,..: n.. .. � `.ra <x .,. „ ..>.. ,....... Y. ..... C... ✓. 2?: S. :xYS?<2%�'s' .. )xf�>/ta a:.i ... ... ..n of ...... .... .. ::..1 .... ...... ^.. ... ."nb:.oM ,5�. :. ., .✓.[ ': t..x<: . .. .. ....",.1:.,./:..^,x."..... .... ......G"»<. ae. >,.. ..... .Y,. ..5 .....fr.., ...<.....<.... a.,... .v. .... .A. ..e >:'rZ .... ...i€L,: >.It.rsR< ..,x .. .. ... ..... ». .. .. ..(... ...... ..... : : I .. ..>... ..x,. A.... ... .. .: .f...?.. .oYv.tA 'f:srssii .. ., a ... .. .:.. ..... .. ,.. h, ."...,.,». ,.n ...S.nn, >.... ,5.. ... n>.. .. .... .... ..: .. 'a{?... .. ..... ... .. .. .... ... r ".... .. .... .. ..?i: ."^e,«w,:.<.,b,oxe.,:,:.x5., m:^r..<4ax:✓.. /? ...,.......:.:.^..,e.w :<..<.ix:A? si :NG:::?€.... .. .. ...:::..: ... ... .?x..x<.............3 . a:.. .. r ,».>....x >... ? . £ xe ...f».,v ........, ... f.:.,..,,. .:....n.a.>.:. ,. .. :<.Gfrrv.�i. f':�%z'.3 L(�{} ... ..... .. ....> .. .. . ,.... , .,..n. : v...: w.Y.. Y : .:..a .:.... .. .Y :., .. . ,n.n...:,>/,:.✓:. r.r.::.:....,,...:,nnr ..:...: r, n,.«.#':e,:'4.. .... ..b ,x .. , x. ... :.:o . �. G ....... a...,x..... ." ,.e :.G...xo..,rse»...... . ........ ........ ... .. r 9 . £.... .., :, ars .... ... .:... £:.: 3U'r %; x./ ....... :^:.. ... ... .... ..... .:...... :..: t ...:: :.. ..: ..:.. :. .5 : r4. ... .. .,.,.......d."...:, 9.r e. .r.!r. <!N..... .9'!Y£r.::3`,raJny�<ua......r..H....,.a.../JGGGre...:.fri.fr,.: e..:.9vq: ,y x. ,. ... ... ..o .............. 1 !.xa.,. ._......: £..<...<ga ....:,.x.,....x.. ...... ... ... .... 1 ..,: ,...:. ... ,,. .:.^. re/?.:<..x...:..:.. ....,...,.............r/.x. .,.. .. 9. :,.: < , .... r.,.... ... ., . . ^,n ., ......r:.: .. ... .......... f.:.,.,.:.,,,.y..:,.............. ..., .,.: " .......".,...>..:x,?a.H....:.,,.Ga.,.":.,..wtb::cl. ..... ... ...✓ .t. ... ... ,..x.r.a.'.x..... n ......... ..: .. .:.r. :.x .. ,,yy�� ...... x,,:,,..... ._.,".�ax,,..,.:E.;,✓:. . , .. .".9,u ,.£!.L`. .. ... .✓� .,."/.n .. .. > ... .. ...:... ." , ",.,.£:...... .<... ...>... .., a...... ... ,. ,»....�..b..<..o.x... _<.................._._ ......:.:.x.......,.. x.",...........:...... .Yi/,...xa9,?.>`:...:..,.n.. .. �::,.:ie:.:.".".1L,..:Y/.,:.roxw..c.<.,t`x.:x.:..>...L..:..vb.<::?...:,.:........,...,,.x..t:.,:..,^..c........<.a.n...........r.....a..:.......rY. a.^rr.,t...,..u.....<ra._..xix......:f.na..t"^.:E..:.,x.... ^.x ..es. Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer BridgesSent: 5/6/2016 11:37:28 AM jennifer.bridges@cityofdenton.com C I E Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) ElectronicRecord and Signature Disclosure: Not Offered via DocuSign ID: Tyler Dawson Sent: 5/6/2016 11:37:30 AM Tyler. Dawson@cityofdenton.com C 103APIED Viewed: 5/6/2016 11:59:36 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID Melissa Kraft Sent: 5/6/2016 11:37:30 AM melissa.kraft@cityofdenton.com COPIED Director of Technology City of Denton Security Level Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson Sent: 5/6/2016 11:37:32 AM jane.richardson@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Cindy Alonzo Sent: 5/6/2016 11:37:34 AM cynthia.alonzo@cityofdenton.com CURED Resent: 5/6/2016 11:37:41 AM Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure:' Not Offered via DocuSign ID: .:..ri .... .. .. •, ., ... .. .. ..< ....... >.x <n :w.",.n. :..: u.?.f :,9 ,.£.. :.vhen ..... .?,G.:�, r, ::".".,S%.>Y: : .✓«x n.. <...:<.. ... .. .... ,,, >..,yn,.,.x .. ..... ?..>:. tt. .✓.. .: ...:".. ... :..h �. .. r✓c.x. .a !Y. .,R .3::, S? r r . • ,.. : e3...3>»..:.:: .....5¢..>, rr., ..,,.",........ aa,. a:w ... :.n,u /.r/n.... .< 5,.?.:...:.. .. ,a. ,... r , f° .o .,xi<., ::.x.,.0<..✓:!... �,... �.;y : 2<b'^r�x .< ' b:,.<. ,. • ^., v. ... x....T.<, ... ? .o ..xsf,.::F x":co?c, r.» „r..�:f..n,..x5:ax^:.>x^?Y.0 •.¢xg"..3 rxr, r �S:!r. .N:� �'?'F."3: .. ry> e/»»&.9. 1..:.0 .. r" ......<.x<.. .. .,, .... ✓ rr,. ,..< ^x .. ,..e..,a..r.. r.,. .. .:3 . ., .Y, . '�x» .`2G.,» <.:>3>:> b'y4 .F'..<: .., x ,. x..... ... ; . ,. .✓ . ;,l ;.G>.Ln>z. ,. , ..., ..».....1... ....? , ,. ,,.,,,,.:.....c ..: ., y� . za3� axrr, �:.✓,e .fir' .. .. .. :. ........:... :: .... <..»...... ......t :. .. .,:,:x.,.::...,,.,..... m.: ,✓�'. m.ca. � .z;:- .. 2 , >s b?'.?...:»..., ....,• , €. ......, .G,.: s..?, x..., .. ....:.". ..,„. ,.:c...,,,.•.,^,.. Y.H,. ,aixcra. ,,,.: �,>x., .. A.. ,,. �>:3�..... ' .. xr.:.. ... .... ..r ,s. .. .. ..<. ..F. ! .. .. a:..... ...::. .2 ar. n..,n A,P.,.... .. .. .Y .cr .,,.rr .. ws., ,.:,.,..S,.x..xm..x.<o........ ^ N” ., 3. .». .m. .,n ».x.e.x.. _.. ,: • a. . 4 .•• x- 1.: � < � y 'r: h .. ... .. .. ,. _<.. .a.. . r .. • ..... : , . ».. ^r. ., .".».xsl.�' r... .. ... . ;� -f .aa;, ✓ ./FYtl,. x!.iAY<.;:! < :.... ... r .x ..,. ? . „ s. ,.... £».",»:<Y ..Y . •. as >..�/r.x ^?r !:."::. .',F .. u a. �..r.. e. .,".. ,_<✓...r.<.....e ....... .. ¢ . ... s ... ,..x ., n.....re....., ,,,...^..,... <.,.5 > m..`�cc. .. E , :..... , .>.,....m .. ...., . ... • ..r .. .a ,. r^ , �n x ...x............ a f . ..Al w'Y°m?szx ....� ..x. .,.. .. .,. .. cl...37t►^, r .. ,...^.».. ..r.... x ,.. ... ^ ... .... .. .�2,..•y. f':"8.� '<b'�9rs:°:: Hx.Y.. .. n. .,: .. ... ..... .. .x,..e.. •. .... :.. .. �.. " ...:e...,... .... k..:. ^,. .... ... .8.. .. ,. <:.b:... .r. ..£A:,»� ...",.„;3Y>,:f„: 5wA>.". ,.,..,.. ,.Y .,.xn........ £l £.:.,. .." ... ... .. < ..... ....«... .... .. .. ... • .. ... ., ... ........ .. .. :...al.,...x>?.xi?S.wr�ay>#. au<Y:3L?rUi az<"..:.e,.<mo.4,.: i.$...:w_.... _.._:. ..:...^,....,....:..5."......^o....”.arw...i..x..f<:.».............., >.....". » ...a. ..,..,.:...,.,....onx.................:: xvau,.'aaS"r..c . ,.. .:..., ... .. ... .n... ....... x ..n :. ..... ..:::.. .... nx..n,.a. nn. a..... .. . : o. Y<c .e.. >....... ».... :Y .. £ . �...><. ::,E3;rmFr. ,n....<.... >.. .. ..r.. ..a .: >.. .n .. .. ..u. ...<<a... < .... rc..!<S .d.',..... ....<. .: .......... ... ..: .".. K.a. �..rXf.: £.`�EY':ax.... . ...o r .. Y.. t .. ;. ... .: ... ,rh^..Sa3 Sh,. .. . x: _.<xi.,,a.<:;^.� •.�'. >,.,„, oS�x ,f,.!;r '? r ,....>a.,. , ..:,<i. .. 3 .. ^x: ,. 4:x.r!.. • ,w<'.L „e ,�.” bx, H3.3:<.r mr re: >. ...., ... .r5• .. .e :mx, ... .. ..�... »..< ..e. .,.x!r;.,,:a..:.a.., . ,< „ .... ,. x .. .. l3: .[ .. as . H :, .:,„ .a_Y." ... .. ✓ �! ,. „3>..,,,r, ....LS.x ,.... , . > rA,,.,�f:. , : {,'r:. � > . ; Via„ r , 'var:.<trr F n3. Y.✓,: ,.l ...�.� ... .. .^ ... .._ ..... .... ....... .... a tea. e.. .:ee .... :a::.. ._<.«, .."�' :� ::.. .. ..MIF..'..... :...� ,,...,. .:..,.• 3.I < A�w:... ................ .. , ..�...x.x.. r�aa�A .x...:.. .a. .,?.�....~zY"z»........ .l._..✓r ... ... ,.3,. ,«a''E^ .. .. : .. ,..ve .... >u ...m..x.s. ,.: .. ..v....x...r<..c .. .. ,:.. ... :.3:30 .>?,..a ,.�F<r„?.. �.. s._.. ... .,....... .., �a,..°�:,a, ...�e<,. a. .. ..::: _. ... ,�^.,✓ ., .. S.:Ex.>r ;:. �:^d:;a::.: <:..,.r,«.. ,. ax. :,, ,. .., s... s.. .: .. ,..� .. :..<.,.......... :.. .. ". .J ,.,.tea ..». ,.... ..la .: .......... ......F ... ..<......x..... ...tx�... .:..t. ....,r . .. ) .. ., r. xx.:/�.x... .. ....<. .. .,.. ....�2,.. ...,,.w,. .a;,. . as ..x.,.e. ..: ...... :."...,.. ^ rz.,n ..t. , ..c .,.....x.................n.^......Y',.?'fi:.n..,.........a............,s...... " .. ,x,»,.c>»».:..x..... .:,.. ..,,..,.,z.....,.:........a..x....,:.x..,.^x,7n.::,_e...x.._<..xe«r._,.<x.>:.i_........._:...,.,..,^.^,.,.",....<.....r...a.xi:a...x!..._..x:,.,moriaa.:."2.¢.:x.....,a..,,.",,:...:^..",x..rc,,.,„,,.<c<x__...n.>-.....>.._...t.........,...a^ .>-... Envelope Sent Hashed/Encrypted 5/6/2016 11:37:34 AM Certified Delivered Security Checked 5/6/201611:37:34 AM Signing Complete Security Checked 5/6/2016 11:37:34 AM Completed Security Checked 5/6/2016 11:37:34 AM 3"'Efi.i:o':ai2%3'ri:�bs�n:y':: zfb:<'E, <:£:.C:.g'r:✓',r YHS...r3.' Y.fu. r:.rr,... .: 'cy,u ..nh:l:a ",: a> >.•t'£r ,:Esni:> ,'vie. a � }<4";��rr yr ' s ro,:.ax.H.rxrr, r,>,. ,,...: �„s •;?::::£ r. H. ..e. a .... .... ..... ..:.: .... :.<a. r:x... ..o. .......y.xrr.......t. ... 3 .,.":,?as. ...n...:..,., ,,.°i. ."R �`r' .. ,< .. .:L os , .... ......... .:.r .^. ,. ,..: ,.,. .r<»., "x• .A , , . ,.., x, .<er„ f..9.,° :rx4, .G:rj.. ,. '> ..s?€a ........ :.. ..., .. ,.. b..r.......... .. ,. ..... .:... ......,...:........ .. /.. ...,..,...... .ssA4).A.2... er3af iR",%mn... �' s k... .. ....t ,. .. ..�<. <.r <.. .. .xr ..,.s. 1p . ......... .... ...... .. .. s ..3s3:,✓? ..,.. .... ... ,r. rs.. ..so.,..,x .,...:.,a:. ;a5 x5A '<..Y'.'.:....::r ;:�..,.., .:€..i:::,,.> oYi'iQ .` 'l. ....... .. ”. ... .,.n °Yf l ,1 ... ..... .:.:.J'.. ,..,.. ...... ... xeai . �: ary .:., i n.; .. < f.:'.L•G.rc ':`e. A RT £x.,., ...5. ." ::.;a'r:F'?:u "¢;:........ o .x. d.S ,Si.9. a..... / . A....,>,I.,. ....a .. r . ..... .. ..... 5 .,. .. 5. :.. ,.,..«... .. .. .. .. xe tc ..................aro.: ,y ,nus .>. .:.5.. .H.o .. .y .... x,F/ UtA9r a.,. ....": J..."Gal».'Y;..%:. »..a•? :r ,.. x.,. a;�nj:` a er: , :.✓Z c.,.nt ... ,.!:.r ✓^..¢.x..>3,k:a!xi::q.:a�r:;:s�%n¢s;:'.;., X .m...>....... r .tt. .. •^ .. ,...x... x... lr...., .a.^.....« :......... .l.;:o-ssmra,:, r : I�M:. ...>c. .rl. .. ... .. ,r,:.....1: .. :r. ... •. ... ... ,.w<a>x.E,l.. 3.. u, 3:.. :. }.'... aF, etnxue.»». e ... ...... ...... : .r„ b:r ,x. ,.......... .. .,..... .. ,.. c ..>.. .....!...?>:%"....,. x. .. � .. " ^ .., , ,..! xx<x.. .... ... .. ..... : ... ... ... ... ... .. ,<:.am�''!'.o:!r'.SS��t ^v............ a.".:." ... ... .... n». .. xt^ <: x .. ... .. • .,A:. .. ,....... 1.,. x, ,,.,.. ^ ......... ... ........ ... ..... .x. ...£ ..... ... ,,.,^^:. ,,° .^ T:.::.....,............t..;.:.:.%t1"'� SY�xc ...........A,x..:.:...,.: ..,P ^A,.. 2>.....,..!.E....<..o....: xex.".......<..._<,..._.,... _a :............. <.».a:...x.,....,..«.. ,.............................tt r,.......... •. .»o.�<,.. i v. CMMAI VI Ill; r1%UUU1 U CII IU 01VI ICIIUI C LJIbUlUJUi C W UclMU UI 1. '4/4V/4V I J L.GJ.JO r1Y1 Parties agreed to: Brian Haslam, Robin Fox ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your-DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described. below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previouslyprovided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Rennired hardware and caftware Operating Systems. Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies *Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.