2016-133ORDINANCE NO. 2016-133
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR A SOFTWARE
LICENSE UPGRADE AND THREE (3) YEAR SOFTWARE MAINTENANCE FOR
CONTINUED VENDOR SUPPORT FOR CITYWORKS SOFTWARE FOR THE WATER
AND WASTEWATER ASSET WORK ORDER SOFTWARE SYSTEM WHICH IS
AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS
LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM
REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5194-AWARDED
TO AZTECA SYSTEMS, 1NC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF
$180,000).
WHEREAS, Section 252
.022 of the Localm Government Code provides that procurement
of items that are only available �'������rw ��t�.�� �c��r�°��, i����u�l�r��� �t�ms that are only available from
one source because of patents, copyrights, secret processes or natural
monopolies; iilms, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SwECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the ofiice of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
5194 Azteca Systems, Inc. 180,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the iterns specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5194 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6
. This ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the ��,,�� °� day of �����,,.�,o � 2016.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY. � �, �
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ANITA BURGESS, CITY ATTORNEY
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DocuSign Envelope ID: A66F6D7D-2600-4C9E-A4C1-B1856C23C86F
,;�„ n� � Azteca Systems, Inc., 11075 South State, Suite 24 • TEL 801.523.2751 • FAX 801.523.3734
Vil� www.citvworks.com
CITYWORKS°
LICENSE AGREEMENT
This Sofiware 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 hereinafier 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 1– Product Licensing (iii)
Addendum 2– Maintenance Agreement and (iv) Addendum 3– Third Parly 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 Parry's original signature is not delivered.
ARTICLE 1—DEFINITIONS
1.1 Definitions. The terms used are defined as follows:
a. "Agreemen�' means this Software License Agreementbetween 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 l.
£ "Custom Applications " sl�all 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 far the Licensee. Any
Custom Applications delivered to Licensee shall NOT become part of the Licensed Sofiware 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 Sofiware 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 Sofiware 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 Sofiware 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 andlor 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
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functional, operational andlor performance capabilities of the Software; (c) any Requests for Information
andlor 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 Concep�' 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
long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of
the Licensed Products (or any part thereo� 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.
L "Licensed Products" sl�all 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.
m. °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 sofiware 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 (Citywarks) 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 Sofiware, 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. Subj ect 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 5. License types
may include, but are not limited to Login, Workgroup, Departmental, ELA (Enterprise License) Licenses.
Licensee may allow third parly consultants or contractors to access and use the licensed Software, provided Licensee
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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 Sofiware 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 by reference.
b. Maintenance. Maintenance terms are set forth in Addendum 2, - Maintenance agreement which is
incorporated by reference.
c. Third Parry Contractor. Terms of use for Third Party Contractor software usage (if applicable) are set forth in
Addendum 3, which is incorporated by reference.
3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended
for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the
Products do not qualify for Azteca or distributor maintenance.
3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit,
educational, or other limited-use license, Licensee's use of the Products is subject to the terms set forth in the
applicable enrollment form or as described on Azteca's website in addition to the non-conflicting terms of this
License Agreement. All such program terms are incorporated herein by reference.
3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic link to make
available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed
Property.
I� NI Y[�111 D[�YK�I � D[�l9ll�y �l
4.1 Permitted Uses
a. For Products delivered to Licensee, Licensee may:
l. Install and store Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a
reasonable transition period not to exceed 6 months, provided that the deployment of either
version does not exceed the Licensee's licensed quanrity; thereafter, Licensee shall not use more
Software in the aggregate than Licensee's total licensed quanrity; and
4. Move the Software in the licensed configuration to a replacement Server.
b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and
thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own
internal use. Portions of Documentation supplied in digital format merged with other software and
printed or digital documentation are 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 �O [Licensee will insert the actual copyright date(s) firom the
source materials] Azteca Systems, Inc. and its licensors. All rights reserved."
Consultant or Contractor Access. Subject to Section 3.1 and Addendum 3, Azteca Systems grants
Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively and
solely for Licensee's benefit. Licensee must comply with terms and provisions of Addendum 3 and
provide a copy to Azteca. Licensee shall be solely responsible for compliance by consultants and
contractors with this License Agreement and shall ensure that the consultant or contractor discontinues
Product use upon completion of work for Licensee. Access to or use of Products by consultants or
contractors not exclusively for Licensee's benefit is prohibited.
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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
thereo�;
c. Act as a service bureau or Commercial ASP;
d. Use Software, Data, or pocumentation 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 Sofiware, Data, or Online Services to third parties, in whole or in part, including, but not
limited to, extensions, components, or APis;
£ 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, andlor legends contained in or affixed to any Product, Product output, metadata file, or
online andlor hard-copy attribution page of any Data or pocumentation 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 Sofiware or Services;
m. 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 Sofiware without the prior written permission of Azteca
Systems; or
o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with
the Sofiware in a manner that would subject such code or any part of the Sofiware 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
warks, or (iii) redistributable to third parties at no charge.
ARTICLE 5—TERM AND TERMINATION
5. L 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 far 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 parly may terminate this License Agreement or any
license for a material breach that is not cured within thirly (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 Sofiware Cityworks, related modules, related updates, and any whole or partial copies, codes,
modificarions, 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 Sofiware 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
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Azteca Systems shall remain in force should breach or termination occur.
I�NIY[�111D[�111►ilYY�ll��.'/�N:7�►YYI�Y�►11117�Y�11I�1►il�l:��
61 Limited Warranties. Except as otherwise provided in this Article 6, Azteca Systems warrants for a period of
ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Sofiware and that the
unmodified Sofiware will substantially conform to the published Documentation under normal use and service.
6.2 Special Disclaimer. CONTENT, DATA, 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, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW
RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE
INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE
OPERATION OF ONLINE SERVICES.
6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA
SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT
WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE
SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL
NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD
TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTYlENVIRONMENTAL 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 Sofiware or Online Services that do not meet
Azteca Systems limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Sofiware 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 CITMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED
DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT
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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 Ci_7RRENT 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 Sofiware 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 Sofiware 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 afier
modifications have been provided by Azteca Systems for avoiding infringement or use afier 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-
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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 importlexport control laws or
regulations including, but not limited to, the terms of any importlexport license or license exemption and any
amendments and supplemental additions to those importlexport 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 W aivers. The failure of either parly 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
12211112212 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 Sofiware 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
relie£ Either party may make a written request for a 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 03/16 ed.
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this and any subsequent meeting is to attempt in good faith to negotiate a resolution of
the dispute. If, within thirty (30) calendar days afier 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 properly, 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 sofiware 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 subj ect 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.
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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.
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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.
L 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 sofiware, service packs, software upgrades, and sofiware updates.
l.l. Azteca Systems will ensure upward compatibility for the Covered Software applications within a
reasonable timeframe for minor Esri� ArcGIS and Cityworks supported databases revisions. Azteca Systems
will not ensure upward compatibility for Covered Sofiware Applications when there are major Esri ArcGIS
revisions (for example, from rev 10.x to rev 1 Lx), however Azteca Systems will make all reasonable efforts to
provide upward compatibility.
12. 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 afier 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 sofiware, 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 andlor correcting;
(e) Services necessitated as a result of any cause other than authorized ordinary and proper use
by the Licensee of the Covered Sofiware, including but not limited to neglect, abuse,
unauthorized modifications andlor unauthorized updates;
(� Consulting regarding customizations created to function with the Covered Software unless
the customization is identified and listed as Covered Software in Addendum l;
(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.MvCityworl�s.com) and after hours support as set forth in Section 1 of this addendum.
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1.5. Authorized Callers. Licensee may designate a limited number of authorized callers per sofiware
product listed in Addendum L 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 `MyCityworks' 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:!lwww.mycitywarks. 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.
22. 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 sofiware or
system component. If it is determined that the problem is The Cityworks Sofiware 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 afier-
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 22 above.
2.4. After a Technical Support Incident is logged, Azteca Systems will use commercially reasonable efforts
to provide correcrions 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.
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32. 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 priar 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 eapiration. 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. L The initial term of this Maintenance and Support Agreement will begin upon the effective date set
forth in section 72 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.
42. Termination for convenience: Either party 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 afier 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 priar 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 warkaround, but Azteca Systems
cannot guarantee that all technical issues can be fixed or resolved.
52. With respect to the services provided hereunder and to the extent permitted by applicable law, this
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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 iJNINTERRUPTED, 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 immediately for 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.
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 Azteca
Systems shall be a related delay in payment by the Licensee pursuant to the relevant schedule.
62. 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.
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6.4. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any
Licensee data andlor 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 sofiware performance issues, sofiware
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
7.1. Licensee Information
Licensee Name: Citv of Denton
License Contact: Tvler Dawson
Number and Street
CitylStatelZiplCountry
Phone
Email
72. Delivery Date/Effective Date
MM/DD/YYYY
Insert Date: OS/09/2016
215 E. McKinney Street
Denton, TX 76201
940-349-8944
ler
7.3. Schedule of payments and Fees under Maintenance Agreement
Support Date Amount
Period From/To (mm/dd/ )
Year 1 05/09//2016 — 10/31/2016 $15,210.00
Year 2 11/O1/2016 —10/31/2017 $53,000.00
Year 3 11/O1/2017 —10/31/2018 $53,000.00
7.4. jAdditional]
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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
2. The third party contractor (or, if applicable, its employee) shall be considered, as applicable,
the Authorized User for purposes of the applicable license type, and all use by such
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;
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;
Any breach of this Agreement by any third party consultant(s)/contractor(s) will be deemed
to be a breach by Licensee;
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
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)
:
Authorized Signature
Date:
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Exhibit
I_1
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.
Name of vendor who has a business relationship with local governmental entity. AZteca Systems , Inc .- Ci tywo rks
� 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 oriqinally filed questionnaire was incomplete or inaccurate.)
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 Goveinment Code. Attach additional pages to this Form CIQ as necessasy.
A. Is the local goveinment officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
� 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 goveinment officer
named in this section AND the taxable income is not received from the local goveinmental entity?
� Yes � No
C. Is the filer of this questionnaire employed by a crnporation or other business entity with respect to which the local govemment officer seives as an
officer or director, or holds an ownership of one percent or more?
� Yes � No
D. Describe each employment or business and family relationship with the local goveinment officer named in this section.
There are none.
QI have no Conflict of Interest to disclose.
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Certificate Of Completion
Envelopeld:A66F6D7D26004C9EA4C1B1856C23C86F
Subject: City Council Docusign Item - 5194 Cityworks Software Upgrade
Source Envelope:
Document Pages: 18 Signatures: 4
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
4/27/2016 1:35:29 PM
Signer Events
Cindy Alonzo
cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Brian Haslam
bhaslam@cityworks.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 4/28/2016 8:21:40 AM
ID:6258dcee-1b65-4f88-b30a-8659b57abcd1
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
George C. Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Signature
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Using IPAddress: 129.120.6.150
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Using IPAddress: 107.0.81.82
Using IPAddress: 129.120.6.150
�DocuSigned by:
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Using IPAddress: 129.120.6.150
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Status: Completed
Envelope Originator:
Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 4/27/2016 2:09:33 PM
Viewed: 4/27/2016 2:09:47 PM
Signed: 4/27/2016 2:10:36 PM
Sent: 4/27/2016 2:10:38 PM
Viewed: 4/28/2016 8:21:40 AM
Signed: 4/28/2016 8:29:22 AM
Sent: 5/4/2016 12:45:37 PM
Viewed: 5/4/2016 12:48:55 PM
Signed: 5/4/2016 12:57:20 PM
Sent: 5/4/2016 12:57:25 PM
Viewed: 5/4/2016 1:54:42 PM
Signed: 5/4/2016 1:58:31 PM
Signer Events
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID:04463961-03db-4c4d-9228-d660d6146ed6
Signature
(, DocuSignetl by:
' ,Jt,lA.�tdFt,lr �AU�,Y�S
�•---� CSBFAFC1821946D_.
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 5/4/2016 1:58:34 PM
Viewed: 5/6/2016 11:37:12 AM
Signed: 5/6/2016 11:37:26 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 4/28/2016 8:29:24 AM
Viewed: 5/4/2016 10:54:03 AM
6 -Yaifi[lf��lf��iy[:�3f��li�Zl1�UI
Sent: 4/28/2016 8:29:25 AM
Resent: 5/4/2016 12:45:36 PM
Viewed: 5/4/2016 12:48:34 PM
6 -Yaifil.yLlf��iy[.^�if�al.'�/i��cl��Ul
Jane Richardson Sent: 5/4/2016 12:57:25 PM
jane.richardson@cityofdenton.com Viewed: 5/4/2016 12:58:00 PM
Security Level: Email, Account Authentication
(Optional)
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer Bridges
jennifer. bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Tyler Dawson
Tyler. Dawson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Melissa Kraft
melissa.kraft@cityofdenton.com
Director of Technology
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Cindy Alonzo
cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
� �,
� �,
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Electronic Record and Signature Disclosure
Sent: 5/6/2016 11:37:28 AM
Viewed: 5/9/2016 6:40:02 AM
Sent: 5/6/2016 11:37:30 AM
Viewed: 5/6/2016 11:59:36 AM
Sent: 5/6/2016 11:37:30 AM
6 -Yaifil.y[yf��iy[.^�ifi1K�7[c3��1�U1
Sent: 5/6/2016 11:37:34 AM
Resent: 5/6/2016 11:37:41 AM
Timestamp
Timestamps
5/6/2016 11:37:34 AM
5/6/2016 11:37:34 AM
5/6/2016 11:37:34 AM
5/6/2016 11:37:34 AM
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Brian Haslam, Robin Fox
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