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21-1199
ORDINANCE NO. 21-1199 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH AZTECA SYSTEMS, LLC, FOR THE PURCHASE OF CITYWORKS LICENSES, AN ENTERPRISE ASSET MANAGEMENT (EAM) SOLUTION THAT TRACKS REPAIRS, INSPECTIONS, AND SERVICES OF CITY’S ASSETS TO BE USED BY TECHNOLOGY SERVICES, PARKS AND RECREATION, WATER UTILITY, AND WASTEWATER UTILITY DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7545 – AWARDED TO AZTECA SYSTEMS, LLC, FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO- EXCEED AMOUNT OF $460,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Enterprise Asset Mangement for City of Denton’s Technology Services, Parks and Recreation, Water Utility, and Wastewater Utility Departments; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7545 Azteca Systems, LLC $460,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. seconded bey nC:1:nb: aT: th following vote [-L - U: nC wa : ade by PcC \ fY\t \\ze< and Th:s orydhan= was p:ssedH:pproved byatle d Aye Nay Abstain Absent ;A i Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: a/ \/J PASSED AND APPROVED thI, th, ZZ'J d,y ,f <F.2'~c . 2021 GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY bt1111111/ff APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dGCOdad \N'Lvdth\ \jfUfu in:,T{:iF:’==HL email=Marcella.Lunn@cityofdenton.comBY: ““=”'“"' ' ':n“"”“ DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE2 1 D DENTON Docusign City Council Transmittal Coversheet RFP 7545 File Name I Enterprise Asset Management (EAM) Software PurchasingContact C''1 p ' we r City C,,„iIT„g,tD,t, J -~= 22’ 2021 Piggy Back Option NO Contract Expiration 21Ordinance 1199 JUNE 22 , 2026 DocuSign Envelope ID: 568AA565-634Ed13DB-8CDB-BFFF487DE21 D CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AZTECA SYSTEMS, LLC (CONTRACT 7545) THIS CONTRACT is made and entered into this date 06/22/2021 , by and between Azteca Systems, LLC, a Delaware Limited Liability Company, whose address is 11075 S. State Street, Sandy, Utah 84070, hereinafter referred to as “Azteca Systems” or “Azteca” or “Contractor,” and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as “City” or “Licensee” or “Customer”, to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) (C) (f) Special Terms and Conditions (Exhibit “A”); CITYWORKS Software License and Maintenance Agreement (Exhibit “B”); Insurance Requirements (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit “D”); Contractor’s Proposal (Exhibit “E”); Form CIQ – Conflict of Interest Questionnaire (Exhibit “F”); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By sIgnIng this agreement, Contractor certifes that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By sIgning this agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor, pursuant to Contract # 7545 DocuSign Envelope ID: 568AA565-634EJ13DB-8CDB-BFFF487DE21 D Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTB ’+ £dAhtk&laHBY m IZED SIGNATUREM CITY OF DENTON, TEXAS BY: Printed Name. Brian Has1 am MANAGERINTERIM Title: Presldent / CEO 8016527039 ATTEST: ROSA RIOS. CITY SECRETARY PHONE NUMBER bhaslam(acityworks . com EMAIL ADDRESS DocuSigned by: By: 1 Ra&aRIel , IC5CA8C5E 1 75493. APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY MANAGER2021-744965 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER 'DocuSigned by: ALartLLLa 4B070831B4AA438 BY: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Lei sha Mel ne PRINTED NAME chief Technology officer TITLE Technology Services DEPARTMENT Contract # 7545 DocuSign Envelope ID: 568AA565-634Edt3DB-8CDB-BFFF487DE21 D Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $460,000. Pricing shall be per Exhibit E attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the date written above in the preamble (the “Effective Date”) and the effective date of the software is set forth in paragraph 4 of Addendum #1 of Exhibit B, and may be renewed each year, from the Effective Date of the Software. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The City of Denton will also have the right to not renew the contract upon 60 days prior written notice to the Contractor. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Payment In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or services, or (iii) delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be presented to: City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201. 4. Tax Exempt No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. 5. Governing Law and Venue The Contract shall be construed and enforced under and in accordance with the laws of the State of Texas. Venue for all issues arising from or related to the Contract shall be resolved in the courts of Denton County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts 6. No Excess Obligations In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may Contract # 7545 DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D terminate the Contract without penalty, further duty, or obligation. 7. Delivery. Delivery shall be FOB Destination. 8. public Information and Record Retention City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make public information available to City in an electronic format, and any portions of records claimed by the Contractor to be proprietary must be clearly marked as such. The City is also subject to certain record retention obligations under the laws of the State of Texas and its record retention policy. The Contractor recognizes that City will need to retain access to certain records in accordance with these obligations. 9. Insurance City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self-insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Contract. 10. INDEMNITY INDEMNIFICATION IS SET FORTH IN EXHIBIT B. Nothing in this Addendum shall be construed to create a liability to any person who is not a party to this Addendum, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Contract, including the defense of governmental immunity, which defenses are hereby expressly reserved. 11. Limitations City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Contract, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on City, except to the extent not prohibited by the Constitution and the laws of the State of Texas. Contract # 7545 DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D Citywor ks Azteca Systems, LLC, 11075 South State, Suite 24, Sandy, UT M070 • TEL 801.523.2751 ' FAX 801.523.3734 . www.cit\fworks.com CITYWORKS® SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Software License and Maintenance Agreement (“Agreement”) is made by and between Azteca Systems, LLC (“Azteca Systems” or “Azteca”) a Delaware limited liability company, with a place of business set forth on Addendum #1 below, and the City of Denton, Texas, (hereinafter referred to as “Licensee” or “Customer”), using certain of Azteca Systems Licensed Products. This Software License and Maintenance Agreement is effective upon the date of signature by Licensee below (the “Effective Date”). Azteca Systems Products are licensed under the terms and conditions of this Agreement. This Agreement, when executed by the Licensee and Azteca Systems, as licensor of the Software, or the Online Services, and Documentation licensed under this Agreement, will supersede any previous agreements. This Agreement includes (i) this Software License and Maintenance Agreement, (ii) Addendum #] – Product Licensing, (iii) Addendum #2 – Standard Maintenance and Support, and (iv) Addendum #3 – Third-Party Contractor Acknowledgment. This Agreement may be executed in duplicate by the Parties. An executed 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 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. b. C. " Agreement” means this Software License and Maintenance Agreement between Azteca Systems and Licensee, inclusive of all schedules, exhibits, attachments, addenda, and other documents incorporated by reference “Authorization CodeCs)" means any key, authorization number, enablement code, login credential, activation code, token, account username and password, or other mechanism required for use of a Product “Authorized User” or "User" shall mean: (i) a direct user of the Licensed Products, including but not limited to Licensee’s employees; (ii) Licensee’s consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee, or (iii) members of the public gaining access to, and only limited use of, the Licensed Products via the Software’s public web portal (if applicable). Other than limited use of the Products through the software’s web portal, the public is not considered an authorized user. “Beta” means any alpha, beta, or other prerelease version of a Product. “Client Data” means the data provided or inputted by or on behalf of Licensee, including personally identifiable information, for use with the Software. “Cloud Services” means both Azteca Systems Managed Cloud Services and Online Services. "Covered Software” shall mean the particular Cit)'works Software, scripts, interfaces and custom code identified in Addendum #1 “Concurrent Use License” means that Licensee may install and use the Software on computer(s) on a network, but the number of simultaneous users (logins) may not exceed the number of licenses required. "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. "Documentation" means all user reference documentation that is supplied to the Licensee by Azteca Systems pursuant to this Agreement for aiding or enabling the use of the Software and is deemed to include any Azteca Systems-provided revisions thereof “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 thereof) for the benefit of others, whether by means of a software as a d e. f g. h. i. J. k. Cityworks License & Maintenance Agreement Page 1 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D 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. “Licensed Products” or “Products” shall mean the portion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified 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. Products includes but is not limited to Software and Documentation licensed under the terms of this Agreement. "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. “Malicious Code” means software viruses; worm time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. “Named User(s) is Licensee’s employee, agent, consultant, or contractor to whom Licensee has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product or subscription to Online Services for Licensee’s exclusive benefit. "Online Services" means the commercially available, internet-based asset management system that Azteca Systems provides (commonly known as Cityworks Online), including applications and associated APIs, for storing, managing, publishing, and using maps, data, and other information. Online services exclude Data and Content. “Online Services Subscription” means a limited-term subscription conveying the right for one or more named users to access and use Online Services. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. "Preview" means any alpha, beta, or prerelease Product. “Product(s)” means Software and Documentation licensed under the terms of this Agreement. "Sample(s)" means sample code, sample applications, sample add-ons, or sample extensions of Products. “Server” means each single instance of an operating system, whether physically installed on a computer or within a virtualized environment. "Software" or “Cityworks Software” means all or any portion ofAzteca 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, documentation, updates, upgrades, and service packs. Without limitation, the Software is deemed to include any alpha, beta, prerelease or restricted version(s), or final commercial release(s), provided in source, object, or executable code format(s), inclusive of backups, updates, service packs, sample code, or merged copies permitted hereunder or subsequently supplied under this Agreement. Unless otherwise indicated by the context herein, the term Software is also deemed to include its associated Documentation. “Standard Maintenance” or “Maintenance Addendum” shall mean the Standard Software Maintenance & Support Addendum #2. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a subscription or maintenance basis as specified herein, 1. m. n, 0. P. q. r. S. t. U. V. W. X. y. ARTICLE 2–INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP All Azteca Systems Offerings are the copyrighted works ofAzteca Systems. Azteca Systems or its licensors own the 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, products, or services to Licensee or any third party. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. All rights not specifically granted in this Agreement are reserved to Azteca Systems and its licensor(s). Azteca Systems does not acquire any rights in Customer Content under this Agreement other than as needed to provide Azteca Offerings and Services to Customer. 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 Addendum #1 – Product Licensing (i) Cityworks License & Maintenance Agreement Page 2 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D for which the applicable license fees have been paid; (ii) for Licensee's own internal use; (iii) in accordance with this Agreement and the configuration ordered by Licensee or as authorized by Aztec;a Systems; 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-Party Contractors to access and use the licensed Software, provided Licensee and Third-Party Contractor 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 which applies to specific Products, Addendum #2 – Standard Maintenance and Support, and Addendum #3 – Third-Party Contractor Acknowledgment (if applicable) collectively, are incorporated by reference into this Agreement. a. b. C. Software, Use and license for specific Software products are set forth in Addendum #l– Product Licensing, which is incorporated by reference. Maintenance. Maintenance terms are set forth in Section 9.11 below and in Addendum #2 – Standard Maintenance and Support, which terms are incorporated by reference. Third Party Contractor. Terms of use for Third-Party Contractor software usage (if applicable) are set forth in Addendum #3 – Third-Party Contractor Acknowledgment, which is incorporated by reference. 3.2 Delivery. Unless otherwise agreed, Azteca Systems shall provide an electronic link to make available to Licensee the Licensed Products by electronic download and a license key to activate the Licensed Products. ARTICLE 4––SOFTWARE AND ONLINE SERVICES 4.1 Software Terms of Use a.For Products delivered to Licensee, Licensee may: 1 2 3. Install, access, and store Products on electronic storage device(s); Make archival copies and routine computer backups; 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 quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee’s total licensed quantity; and Move the Software in the licensed configuration to a replacement server,4. 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 Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights ofAzteca Systems 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 date(s) from the source materials\ Azteca Systems, LLC. 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 Licensee's Third-Party 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 Systems. Licensee shall be solely responsible for compliance by Third-Party Consultants and Contractors with this Agreement and shall ensure that the Third-Party Consultant or Contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by Third-Party Consultants or Contractors not exclusively for Licensee’s benefit is prohibited. 4.2 Online Services Terms of Use a. Use of Online Services is also subject to the Cloud Services Terms found in Addendum #2. b. Modification of Online Services. Azteca Systems may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Azteca Systems may, at its discretion, attempt to repair, correct, or provide a Cityworks License & Maintenance Agreement Page 3 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and Azteca Systems will issue a prorated refund. 4.3 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Software and Online Services for which Customer acquires Named User Licenses. a. Named Users. I 2. 3. Named User login credentials are for designated users only and may not be shared with other individuals. Customer may reassign a Named User License to another user if the former user no longer requiresaccess to the Software or Online Services. Customer may not add third parties as Named Users, other than third parties included within the definition of Named Users. 4.4 Limited-Use Programs. a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer’s own risk and the Products do not qualify for Maintenance. If Customer does not convert to a purchased license or subscription prior to the expiration of the trial, evaluation, or beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires b. Educational Programs. Licensee agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Licensee shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. " Administrative Use" means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue-generating or for-profit purposes. c. Other Azteca Systems Emergency or Limited-Use Programs. If Licensee acquires Products under any limited-use program not listed above, Licensee's use of the Products may be subject to the terms set forth in the applicable launching page, 1etter, or enrollment form or as described on Azteca’s website in addition to the nonconflicting terms of this Agreement. 4.5 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not: a. b C. d. e. f g. h. 1. J. k 1. Sell, rent, lease, sublicense, lend, assign, or time-share Licensed Software or Products; Permit persons other than Authorized Users to access or use the Licensed Products (or any part thereof); Act as a service bureau or Commercial ASP: 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) Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or APIs; Distribute Authorization Codes to third parties; Reverse engineer, decompile, or disassemble Products; Make any attempt to circumvent the technological measure(s) that controls access to or use of Licensed Products; 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; 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; Unbundle or independently use the individual or component parts of Software or Online Services; Incorporate any portion of the Software into a product or service that competes with the Software; Cityworks License & Maintenance Agreement Page 4 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E-+3DB-8CDB-BFFF487DE21 D In. n. Publish the results of benchmark tests run on Software without the prior written permission ofAzteca Systems; or 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--–AZTECA SYSTEMS MANAGED CLOUD SERVICES 5.1 Definitions. The following are supplemental definitions provided in Article 1. a. “Azteca Managed Cloud Services” means the hardware, Software, Data, network platform that Azteca Systems or its third-party supplier provides as part ofAzteca Managed Cloud Services. b. “Hosting” means the business of housing and making accessible Licensee Content via the internet. 5.2 Provision ofAzteca Managed Cloud Services. a. b. C. General Terms. Use ofAzteca Systems Managed Cloud Services is subject to the Cloud Services terms found in Addendum #2 of this Agreement. Requirements Planning. It is Customer's responsibility to plan for and address with Azteca Systems changes to Customer’s requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability, Compensation and Expenses. Azteca Systems will invoice Customer annually for the Azteca Systems Managed Cloud Services to be provided the upcoming year. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Azteca Systems or removal of Customer Content from the Azteca Systems Managed Cloud Services environment. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer. and it is Customer's sole responsibility to maintain regular backups of Customer Content. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Azteca Systems if Customer Content includes personally identifiable information. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Azteca Systems Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Azteca Systems Offering to be (i) disclosed or distributed in source code form, (ii) made available free of charge to third parties, or (iii) modifiable without restriction by third parties. Monitoring. Licensee will provide information and other materials related to its Licensee Content as reasonably requested by Azteca Systems or its Hosting partner to verify Azteca’s or Licensee's compliance with this Agreement. Azteca Systems or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Licensee Content solely for the purpose of verifying compliance with this Agreement. d. e. f. g. ARTICLE G–TERM AND TERMINATION 6.1. The initial term of this Agreement will begin on the Effective Date, or upon such latter dates set forth in Addendum #1, and in each case provided a valid purchase authorization is issued. This Agreement may then be renewed annually by payment of the then current maintenance fees for the next annual maintenance period as set forth in Addendum #1 6.2. Either party may terminate this Agreement or any Product license for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination shall be deemed to have immediate effect for a material breach that is impossible to cure. 6.3. Termination by Licensee. 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, Licensee may terminate subsequent Term Maintenance Periods by Cityworks License & MaIntenance Agreement Page 5 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E':+3DB-8CDB-BFFF487DE21 D giving Azteca Systems thirty (30) days’ written notice prior to the end of the current Term Maintenance Period. The effective date of such termination will be the start of the subsequent Term. 6.4. Termination by Azteca Systems. Azteca Systems may terminate this Software License and Maintenance Agreement and/or any license granted hereunder if: a. b. Licensee violates its obligations under this Software License and Maintenance Agreement and fails to cure the breach within thirty (30) days after Azteca Systems’ written notification, provided however, that no cure period prior to termination will be required as noted in section 6.2. Licensee ceases to do business in the ordinary course, or becomes insolvent, enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admits in writing its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors. Such termination shall be effective upon notice to such party or as soon thereafter as is permitted by applicable law. 6.5. Upon termination of the License and Maintenance Agreement, all Product licenses granted hereunder terminate as well. Upon termination of a License or the Software License and Maintenance 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 6.6. If this Agreement is terminated per section 6.3, the Licensee is only liable for payment required by the terms of this Agreement for license, maintenance, and support services rendered or products and software received and accepted prior to the effective date oftennination. 6.7. If this Agreement is terminated per section 6.3 or 6.4, Licensee shall then return to Azteca Systems all of the Software, related modules, related updates, and any whole or partial copies, codes, modifications, and merged portions in any form. Azteca will then, for no additional charge to Licensee and at Licensee’s option, either grant a license to the Licensee for a period of one (1) year, which will allow Licensee to retain the ability to access records and data contained in the 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. 6.8. If Licensee has an Online Services Subscription, Managed Cloud Services, or Online Services Product, then upon termination per section 6.3 or 6.4, Azteca Systems will provide Licensee the ability for 30 days to download, backup, or otherwise archive all Licensee Data. 6.9. The parties hereby agree that all provisions which operate to protect the intellectual rights ofAzteca Systems shall remain in force should breach or termination of any kind occur. ARTICLE 7–LIMITED WARRANTIES AND DISCLAIMERS 7.1 Limited Warranties. Except as otherwise provided in this Article 7, Azteca Systems warrants for a period of ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the unmodified Software will substantially conform to the published Documentation under normal use and servIce 7.2 SpeciaIDisclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and beta Products are delivered "as is" and without warranty of any kind. 7.3 Disclaimers a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the internet or to regulation of the internet that might restrict or prohibit the operation of Cloud Services. Cityworks License & Maintenance Agreement Page 6 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E'+3DB-8CDB-BFFF487DE21 D b. Third-Party Websites; Third-Party Content. Azteca Systems is not responsible for any third-party website or third-party content that appears in or is referenced by Azteca Systems Products or Azteca Systems websites, including www.cityworks.com and www.mycityworks.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. 7.4 General Disclaimer. Except for the express limited warranties set forth in this Agreement, 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, fitness for a particular purpose, or non-infringement of intellectual property rights. Azteca Systems is not responsible for any nonconformities with SpeciEcations or loss, deletion, modi6cation, or disclosure of Licensee Content caused by Licensee’s modi6cation of any Azteca Systems Product or Service other than as specified in the Documentation. Azteca Systems does not warrant that Products and Services hereunder or 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 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. 7.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems’ entire liability for breach of the limited warranties set forth in this Section shall be limited to replace any defective media; (i) repair, correct, or provide a workaround for the applicable Products or Services and subject to the Azteca Systems Maintenance Services and Support Addendum; or (ii) at Azteca Systems election, terminate Licensee’s right to use and refund the fees paid for Azteca Systems Products or Services that do not meet Azteca Systems limited warranties, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation; ceases using the Software or Online Services; and executes and delivers evidence of such actions to Azteca Systems. ARTICLE 8–LIMITATION OF LIABILITY 8.1 Disclaimer of Liability. Neither Licensee, Azteca Systems, nor any Azteca Systems distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license fees paid for the current Term support period, or current Subscription fees, or Services fees actually paid to Azteca Systems for the Azteca Systems Products or Services giving rise to the cause of action 8.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Licensee’s infringement, misuse, or misappropriation ofAzteca Systems or Azteca Systems licensors' intellectual property rights, either party’s indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. 8.3 Applicability of Disclaimers and Limitations. Azteca Systems (or its authorized distributor if any) has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. 8.4 The foregoing warranties, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation 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 9-–INDEMNIFICATIONS 9.1 Definitions. The following definitions supplement the definitions provide in Article 1 a. “Claim” means any claim, action, or demand by a third party. b. “Indernnitees” means Customer and its directors, officers, and employees. Cityworks License & Maintenance Agreement Page 7 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D c. “Infringement Claim(s)” means any Claim alleging that Customer’s use of or access to any Azteca Systems Products or Services in#inges a patent, copyright, trademark, or trade secret. d. “Loss(es)” means expenditure, damage award, settlement amount, cost, or expense, including awarded attorney’s fees. 9.2 a. b. Infringement Indemnity. Azteca Systems will defend, hold all indemnitees harmless from and against any Loss arising out of an Infringement Claim. IfAzteca Systems determines that an Infringement Claim is valid, Azteca Systems may, at its expense, either (i) obtain rights for Customer to continue using the Azteca Systems Products or Services or (ii) modify the Azteca Systems Products or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Azteca Systems may terminate Licensee’s right to use the Azteca Systems Products or Services and will refund any unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. Azteca Systems has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Azteca Systems Products or Services with a product, process, or system or element not supplied by Azteca Systems or specified by Azteca Systems in its Documentation, (ii) alteration ofAzteca Systems Products or Services by anyone other than Azteca Systems or its subcontractors, (iii) compliance with Licensee’s specifications, or (iv) use of Products or Services after Azteca Systems either provides a modified version to avoid infringement or terminates Licensee’s right to use the Products or Services. C. 9.3 General Indemnity. Azteca Systems will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Azteca Systems or its directors, officers, employees, or agents performing Services while on Customer’s site. 9.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Azteca Systems in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Azteca Systems sole control of the defense of any action and negotiation related to the defense or settlement of any In&{ngement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Azteca Systems request and expense. 9.5 This section sets forth the entire obligation ofAzteca Systems, its authorized distributor (if any), and its third-party licensors (if any) regarding any Claim for which Azteca Systems must indemnify Licensee. ARTICLE IkGENERAL PROVISIONS 10.1 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re- 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 Unvedfied 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. 10.2 Taxes and Fees, Shipping Charges. License and Subscription fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 10.3 No Implied Waivers. The failure of either party to enforce any provision of this 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. 10.4 Severability. The parties agree that if any provision of this 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 Cityworks License & Maintenance Agreement Page 8 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D 10.5 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this Agreement without Azteca Systems' prior written consent, and any attempt to do so without consent shall be void. This Agreement shall be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this 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 Agreement. 10.6 Survival of Terms. The provisions of Articles 2, 6, 7, 8, 9 and 10 of this Agreement, and the provisions of section 4.1 of Addendum #2, shall survive the expiration or termination of this Software License and Maintenance Agreement. 10.7 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this Agreement. If Licensee is a US government entity or US government contractor, Azteca Systems licenses Products to Licensee in accordance with this Agreement under FAR SubpaRs 12.2 1 1/12.212 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 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 govemment 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. 10.8 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. • Government Entities. If Licensee is a government entity, the applicable laws of the Licensee’s jurisdiction govern this Agreement. • Nongovernment Entities. US federal law and the law of the State of Utah exclusively govern this Agreement, excluding their respective choice of law principles. 10.9 Dispute Resolution. The parties will use the following dispute resolution process: • • • • Equitable Relief. Either party will 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. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1 978, as amended (41 USC 601-613). Other Government Entities. Azteca Systems will comply with mandatory dispute resolutions under applicable law. Negotiation and Arbitration. The parties will attempt negotiation in good faith and a spirit of mutual cooperation. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 10.10 Maintenance. Maintenance for qualifying Software consists of updates (provided on a when-and-if available basis) and other benefits, such as access to technical support, which are provided during the Term. Maintenance is specified as set forth in Addendum #2. 10. 11 Audit. Upon Azteca System’s written request, Licensee shall certify in a signed writing that its use of the Licensed Product is in full compliance with the terms of this Agreement (including any restrictions herein). Azteca Systems, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit Licensee’s records and use of the Licensed Products to confirm compliance with this Agreement. All such Cityworks License & Maintenance Agreement Page 9 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E-t3DB-8CDB-BFFF487DE21 D inspections and audits will be conducted during regular business hours and in a manner that does unreasonably interfere with ordinary business activities. Licensee shall be responsible for any audit costs only in the event that such audit reveals that Licensee’s use is not in accordance with the permitted uses under this Agreement, and for unpaid license fees. 10.12 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 Software or Products, and any related intellectual property, are owned by Azteca Systems. 10.13 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. 10.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party’s reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber-attacks, laws, regulations, government orders, or any other force majeure event. 10.15 Independent Contractor. Azteca Systems is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Azteca Systems and the Licensee. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. 10.16 Entire Agreement. This 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 Agreement must be in writing and signed by each party or as otherwise provided in Addendum #1. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTEMS, LLC CITY OF DENTON, TX – (LICENSEE) By:By: Name :Name: Brian L. Haslam Title: President - CEO Title: Date:Date: Cityworks License & Maintenance Agreement Page 10 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E':t3DB-8CDB-BFFF487DE21 D ADDENDUM #1 PRODUCT LICENSING 1. Licensed Software: Server AMS Premium Cityworks Departmental Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified Products for The City of Denton Water Utilities and Parks and Recreation Departments Only: Office Respond Mobile Native Apps (for iOS/Android) –Includes the following Add-ons: Storeroom Equipment Checkout Contracts Cityworks for Excel Cityworks Analytics for AMS eURL (Enterprise URL) Operational Insights Performance Budgeting Workload Web Hooks CCTV Interface for PACP Local Government Templates (LGT) Use ofCityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners Use ofCityworks AMS Application Programming Interfaces (APIs) with third party system rntegratrons Additional Software Products & Licenses & Annual Renewals : Additional Software Products & Licenses may be added to this Agreement as well as annual renewals of this Agreement with either an acknowledgement of an offIcial Cityworks quote signed by Licensee and additional fees, if necessary or applicable being paid, or receipt of Purchase Order from Licensee in response to an official Cityworks quote and additional fees, ifapplicabte, being paid. 2. Notices & Licensee Information: Until or unless otherwise modified, all notices relevant to this agreement shall be sent to the following address: Azteca Systems, LLC 11075 South State. Suite 24 Sandy, Utah 84070 City of Denton 90 1-B Texas Street Denton, TX 76209 Atta: E-mail Phone Purchasing Manager FU Im 4 Cityworks License & Maintenance Agreement Page 1 1 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634Ed+3DB-8CDB-BFFF487DE21 D 3. Effective Date of Software (Date Software made available) MM/DD/rrrY 4. Schedule of Payments and/or Fees under Agreement 08/01/2021 Annual Period FeITid 1 Date From/To (mm/dd/ 08/01/2021 – 07/31/2022 Amount $80,000.00 5. Additional Items (if Any): a. Annual fee herein is based on 100,001 - 150,000 population range. Cityworks License & Maintenance Agreement Page 12 of 18 09/20 ed. DocuSign Envelope ID: 568AA565-634E'+3DB-8CDB-BFFF487DE21 D ADDENDUM #2 STANDARD MAINTENANCE AND SUPPORT Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca Systems, LLC (“Azteca Systems” or “Azteca”). Maintenance and support are provided subject to the terms and conditions of the signed Software License and Maintenance Agreement and which is incorporated by reference. 1.MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee for qualifying Products during the applicable Term for such Products provided the applicable license and maintenance fees have been paid for the times and periods and amounts specified in Addendum #1. Maintenance and Support services consist of the following benefits: maintenance items (provided on a when-and-if available basis) which may include subsequent version releases of the licensed software, service packs, upgrades and updates, and technical support 1.1. Azteca Systems will ensure upward compatibility for the licensed software applications within a reasonable timeframe for minor Esri® ArcGIS and Cityworks supported database revisions. Azteca Systems will not ensure upward compatibility for licensed 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 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 licensed software, and which will be available for Licensee to download during the Maintenance Term/Period. Updates and upgrades may also include new versions: 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 b 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 Addendum: a. b. C. d. e. f. g. h. Support for applying or installing upgrades and service packs; Assistance with questions related to third-party software, computer hardware, networking, and other similar items that are not provided by Azteca; Assistance with computer operating system questions not directly pertinent to the licensed software; Licensee Data debugging and/or correcting; Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the licensed software, including but not limited to neglect, abuse, unauthorized modifications, and/or unauthorized updates; Consulting regarding customizations created to function with the licensed software unless the customization is identified and listed as licensed software in Addendum #1 ; Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and Questions such as configuration, implementation, and walk-throughs. 1.4 Support Periods are renewable unless terminated as provided in Section 3 below. Cityworks License & Maintenance Agreement Page 13 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E'+3DB-8CDB-BFFF487DE21 D 1.5. Technical support provided pursuant these maintenance provisions 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. 1.6. 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. 1.7. 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 ://www .mycitlrworks.com. 1.8. Additional Support Items. a.On a when-and-if available basis, updates to the licensed software (Addendum #1) means subsequent releases of the program which Azteca generally makes available to its customers who are under an active Software License and Maintenance Agreement for which fees have been paid for the relevant support period 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 in Addendum #1 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 or maintenance fees have been paid. Updates may not always include any release, option, or fbture program that Azteca licenses separately. Updates are provided on a when-and-if available basis as determined by Azteca Systems. Azteca Systems is under no obligation to develop any future programs or functionality. Any updates made available will made available to you for download. Customer is responsible for copying, downloading, and installing the updates. b. C. 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 four (4) hours. 2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur within the Licensee’s 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. Cityworks License & Maintenance Agreement Page 14 of 1 8 09/20 ed DocuSign Envelope ID: 568AA565-634E43DB-8CDB-BFFF487DE21 D 2.3. For critical problems that occur outside ofAzteca 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 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 four (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 outlined 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. License, Maintenance, and Support Services herein are included in the payment of annual fees as set forth in Addendum #1 and shall be paid by Licensee. The annual fee for each twelve (12) month period is set forth in Addendum #1 and shall be paid prior to the start for each License and Maintenance Period unless otherwise specified. The annual fee for successive Terms/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 3.2. Upon sixty (60) days written notice, the fee for the License and Maintenance Periods listed in Addendum #1 subsequent to year one (1) 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. ’'CPI" shall mean for all Urban Consumers, the U.S. City Average, for all items, 1982-84=100 (the “CPI-U”), as published by the Bureau of Labor Statistics, U.S. Department of Labor. Azteca Systems will notify Licensee of the new pricing no later than sixty (60) days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. 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. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.4. 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.MANAGED CLOUD AND ONLINE SERVICES 4.1. Prohibited Uses. Licensee shall not provide Customer Content or otherwise access or use Cloud Services in a manner that: a. Creates or transmits spam, spoofings, phishing emails, or offensive or defamatory material; or stalks or makes threats of physical harm; Cityworks License & Maintenance Agreement Page 15 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D b. C. d. e. f. Stores or transmits any Malicious Code; Violates any law or regulation; Infringes or misappropriates the rights of any third party; Probes, scans, or tests the vulnerability of Cloud Services or breaches any security or authentication measures used by Cloud Services without written approval from Azteca Systems product security officer; or Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. 4.2. Service Interruption. System failures or other events beyond Azteca’s reasonable control may interrupt Customer's access to Cloud Services. Azteca Systems may not be able to provide advance notice of such interruptions. 4.3 . Licensee Content. a Licensee grants Azteca Systems and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Licensee Content as needed to provide Cloud Services to Licensee. Azteca Systems will not access, use, or disclose Customer Content without Customer's written permission except as reasonably necessary to support Customer's use of Cloud Services. Except for the limited rights granted to Azteca Systems under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. C. d. If Customer accesses Cloud Services with an application provided by a third party, Azteca Systems may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content. Azteca Systems may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Azteca Systems will reasonably attempt to limit the scope of disclosure. When Customer’s use of Cloud Services ends, Azteca Systems will either: 1. Make Customer Content available to Customer for download for a period of thirty (30) days unless Customer requests a shorter window of availability or Azteca Systems is legally prohibited from doing so; or 2. Download all Customer Content in Azteca Systems’ possession to a medium of Customer’s choosing and deliver such Customer Content to Customer, Azteca Systems will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. 4.4. Removal of Customer Content. Azteca Systems may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Azteca Systems will notify Customer before removing Customer Content. Azteca Systems will respond to any Digital Millennium Copyright Act takedown notices in accordance with Azteca Systems copyright policy, available at www.cityworks.com/legal. 4.5. Service Suspension. Azteca Systems may suspend access to Cloud or Online Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach, (ii) if Azteca Systems reasonably believes that Customer's use of Cloud Services will subject Azteca Systems to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services, (iii) for scheduled maintenance, (iv) to enjoin a threat or attack on Cloud Services, or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Azteca Systems will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Cityworks License & Maintenance Agreement Page 16 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E'=13DB-8CDB-BFFF487DE21 D Azteca Systems is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer’s content as described above. 4.6. Notice to Azteca Systems. Licensee will promptly notify Azteca Systems if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. 5. MISCELLANEOUS 5.1. 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 Cityworks Software, 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 5.2. 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. 5.3 . Azteca Systems will use commercially reasonable efforts to ensure that Azteca Systems Products and Offerings will not transmit any Malicious Code to Licensee. Azteca Systems is not responsible for Malicious Code that Licensee introduces to Azteca Systems Products or Offerings or that is introduced through Third- Party Content. Malicious Code means software viruses; worms, time bombs, Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. Cityworks License & Maintenance Agreement Page 17 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E43DB-8CDB-BFFF487DE21 D ADDENDUM #3 THIRD-PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee engages any third party or contractor (Third Party) and desires to grant access 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 Products by Third Party is solely for Licensee’s benefit; 2. Third Party (or, if applicable, its employee) shall be considered the Authorized User for purposes of the applicable license type, and all use shall be in accordance with the terms and conditions of the Cityworks Software License and Maintenance Agreement with Licensee; 3. Before accessing the Licensed Products, Third Party agrees that (i) the software shall be used solely in accordance with the terms of this Agreement, and (ii) said 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 responsible for all use by Third Party with respect to the use of the Licensed Products; 5. Upon expiration or termination of this Agreement, the rights of usage of Third Party shall immediately terminated; 6. Use of the Products by Third Party will be governed by the terms of this Agreement, and will require that Licensee purchase the appropriate license for each user utilized by Third Party; and 7. Licensee will ensure that Third-Party Contractor agrees to comply with and does comply with the terms of this Agreement on the same basis as the terms apply to Licensee. The rights granted under Third-Party Contractor Addendum, do not modify the license or increase the number of licenses granted under this Agreement. Third Party, by their signature below, acknowledges that it has a copy of the License Agreement and agrees to the terms herein. Licensee shall provide a signed copy of this Addendum to Azteca Systems at contracts(a}cit)'works.com. Third Party (Print): Licensee: City of Denton, Texas By: Third Party/Contractor Authorized Signature Title: Date : Third Party Information Address City, State, Zi Contact Name Phone Number Email Cityworks License & Maintenance Agreement Page 18 of 18 09/20 ed DocuSign Envelope ID: 568AA565-634E-+3DB-8CDB-BFFF487DE21 D Exhibit C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following:• • Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 7545 DocuSign Envelope ID: 568AA565-634E43DB-8CDB-BFFF487DE21 D •Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered . • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this Contract effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 7545 DocuSign Envelope ID: 568AA565-634E'+3DB-8CDB-BFFF487DE21 D [X]Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an “Additional Insured” but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with 5406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). []Owner’s and Contractor’s Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner’s and Contractor’s Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence” basis and the policy shall be issued by the same insurance company that carries the Contractor’s liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. []Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Contract. Contract # 7545 DocuSign Envelope ID: 568AA565-634E43DB-8CDB-BFFF487DE21 D []Builders’ Risk Insurance Builders’ Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as “Named Insured” the City of Denton and all subcontractors as their interests may appear. []Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. []Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the “Specific Conditions” of the contract specifications. Contract # 7545 DocuSign Envelope ID: 568AA565-634E-+3DB-8CDB-BFFF487DE21 D ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage (“certificate”)-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81 , TWCC-82, TWCC-83, or TWCC-84), showing statutory workers’ compensation insurance coverage for the person’s or entity’s employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor’s/person’s work on the project has been completed and accepted by the governmental entity. Persons providing services on the project (“subcontractor” in 5406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. “Services” include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. “Services” does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor’s current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the Contract # 7545 DocuSign Envelope ID: 568AA565-634E-:t3DB-8CDB-BFFF487DE21 D project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H.The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers’ Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1 provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 7545 DocuSign Envelope ID: 568AA565-634E~:t3DB-8CDB-BFFF487DE21 D b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers’ compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission’s Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 7545 DocuSign Envelope ID: 568AA565-634E-43DB-8CDB-BFFF487DE21 D Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf infof Drm 1295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 7545 DocuSign Envelope ID: 568AA565-634E43DB-8CDB-BFFF487DE21 D Exhibit E Line # Description 1 SECTION A - REQUIRED SERVICES PRICiNG 2 Al -EAM Base Software License Annual Pricing RFP Unit Price $80,000.00 3 4 5 A2 - Desktop User License Pricing A3 - Mobile User License Pricing A4 - Maintenance/Technical Support Included Included Included Contract # 7545 DocuSign Envelope ID: 568AA565-634E'+3DB-8CDB-BFFF487DE21 D Exhibit F CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' e Leg., Regular Session. FORM CIQ 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. W - Azteca Systems, LLC rD 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. d Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subpans 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? = Yes B 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 [a 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? E ,“A ,„, D Describe each employment or business and family relationship with the local government officer named in this section 4 5 B] I have no Conflict of Interest to disclose. eMaIL (bda& 'DacuSigted tV:6/1/2021 Datelwq$PvgatRff doing business with the governmental entity