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Azteca Systems, LLC DBA CityWorks - 2019
C 4, 00 - 3 8" FIRST AMENDMENT TO THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AZTECA SYSTEMS, LLC DBA CITYWORKS® THIS FIRST AMENDMENT TO THE AGREEMENT is entered into this 6th day of October, 2020, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITy"), and AZTECA SYSTEMS, LLC BBA CITYWORKS. RECITALS WHEREAS, Azteca Systems and the City entered into an Agreement ("Agreement") on or about the 15th day of September 2019 in which Exhibit B of said Agreement contained the Cityworks Software License Agreement ("License Agreement); and WHEREAS, the License Agreement provides to the City certain software provided by Azteca Systems and provides maintenance and support by Azteca Systems for the payment of fees by City, as set forth in the Agreement; and WHEREAS, the City desires to add additional Cityworks® Software Products and add three (3) additional annual Support Periods to the License Agreement; and WHEREAS, the software being licensed and the support periods in the License Agreement were set to expire on October 31, 2020; and WHEREAS, the City and Azteca Systems desire to extend the Software products being licensed and the three (3) support annual periods under the License Agreement for the additional software products to be licensed. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this First Amendment to Agreement both parties agree to amend the ("Agreement") between the City of National City and ("City") and Azteca Systems, LLC, hereafter referred to as "Azteca Systems" dated on or about September 15, 2019, as stated herein. Through this Amendment, Azteca Systems and the City have agreed to amend the terms and conditions of the Agreement, specifically the Software License and Maintenance Agreement (Exhibit B of the Agreement) as follows: 1. Paragraph 1 below of Addendum #1 of the Software License Agreement (Exhibit B of the Agreement) "PRODUCT LICENSING" is hereby amended to read as follows: 1. Licensed Software: Amendment #1 to the Software License Agreement Page 1 Workgroup Server AMS Standard 17 Named Logins for: Office Respond Mobile Native Apps (for.iOS/Android) --Includes the following Add-ons: Web Hooks Citizen Engagement API Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners. Server PLL Custom Cityworks Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified Products: Office Respond Mobile Native Apps (for iOS/Android) --Includes the following Add-ons: eURL Workload Public Access Portal Annual fee herein is based on a 50, 001- 100,000 population range Additional Software Products & Licenses: Additional Software Products & licenses may be added to this License 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, if applicable being paid. 2. Paragraph 4 below of Addendum #1 of the License Agreement (Exhibit B of the Agreement) "PRODUCT LICENSING" is hereby amended to read as follows: 4. Schedule of Payments and Fees under License and Maintenance Agreement Support Period Date From/To (mm/dd/yyyy) Amount Period 1 11/01/2020 —10/31/2021 $43,000.00 Period 2 11/01/2021 — 10/31/2022 $57,200.00 Period 3 11/01/2022 —10/31/2023 $71,400.00 Amendment #1 to the Software License Agreement Page 2 The parties further agree all other terms and condition of the Agreement and License Agreement except as specifically modified by this First Amendment to the Agreement shall remain the same. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement to be effective, valid, and binding upon the parties as of the date and year first above written. Accepted and Agreed CITY OF NATIONAL CITY (LICENSEE) By: Alejan.'a Sotelo-Solis, Mayor APPROVED AS TO FORM: AZTECA SYSTEM, LLC Print Name: g rl a n `- • {l G1S/G� Title: (2a Sl h4uJ -(' E� Amendment #1 to the Softwore License Agreement Page 3 RESOLUTION NO. 2020 - 188 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.220(D) OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO THE AGREEMENT WITH AZTECA SYSTEMS LLC, EXTENDING THE TERM FOR THREE YEARS IN THE TOTAL NOT -TO -EXCEED AMOUNT OF $171,600.00 TO PURCHASE ADDITIONAL LICENSING AND SUPPORT FOR CITYWORKS PERMITTING, LICENSING AND LAND (PLL) AND ASSET MANAGEMENT SYSTEM (AMS) SOFTWARE PLATFORM WHEREAS, the City of National City ("City") executed a contract with Govpartne on July 6, 2010 to implement Community Development Partner ("CDP") permitting and land management software; and WHEREAS, the software provides a central software platform from which City staff issues permits, manages inspections and code enforcement cases; and WHEREAS, in 2013, Cartegraph Systems Inc., a leading asset management company, acquired Govpartner to add CDP's permitting and land management capabilities to its application portfolio; and WHEREAS, Cartegraph has since changed course and discontinued further development or enhancement of CDP; and WHEREAS, the CDP permitting application currently in use, is at end -of -life and must be replaced before the vendor discontinues support in the near future; and WHEREAS, City staff recommends executing a contract with Centricity GIS to implement and integrate Cityworks Permitting, Licensing and Land and Asset Management Software as it is in the best interest of the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City does find that based on City staff recommendation that it is in the best interest of the City to waive the bid process pursuant to section 2.60.220(d) of the National City Municipal Code and hereby authorizes the Mayor to execute a First Amendment to the Agreement with Azteca Systems LLC, by extending the term for three (3) years for the total not -to -exceed amount of $171,600.00 to purchase additional licensing and support for Cityworks Permitting, Licensing and Land ("PLL") and Asset Management System ("AMS") software platform. PASSED and ADOPTED this 6th day of October, 2020 AI>sjandra Sotelo Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Passed and adopted by the Council of the City of National City, California, on October 6, 2020 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS BY: Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California Deputy 1 HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-188 of the City of National City, California, passed and adopted by the Council of said City on October 6, 2020. CI rk of the City of t�,6 City y tional City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: October 6, 2020 AGENDA ITEM NO. 14 ITEM TITLE: Resolution of the City Council of the City of National City waiving the bid process pursuant to section 2.60.220(d) of the National City Municipal Code and authorizing the Mayor to execute a first amendment to the agreement with Azteca Systems LLC, extending the term for three years in the total not -to -exceed amount of $171,600.00 to purchase additional licensing and support for Cityworks Permitting, Licensing and Land (PLL) and Asset Management System (AMS) software platform. PREPARED BY: Ron Williams DEPARTMENT City Mana er's Office PHONE: 619-336-4373 EXPLANATION: The City of National City executed a contract on July 6, 2010 with Govpartner to implement Community Development Partner (CDP) permitting and land management software. This software provides a central software platform from which staff issues permits, manages inspections and code enforcement cases. In 2013, Cartegraph Systems Inc., a leading asset management company, acquired Govpartner to add CDP's permitting and land management capabilities to its application portfolio. Cartegraph has since changed course and discontinued further development or enhancement of CDP. Although the CDP permitting application is currently in use, it is at end -of -life and it must be replaced before the vendor discontinues support in the near future. After careful consideration and analysis, staff concluded that executing a contract with Centricity GIS to implement and integrate Cityworks Permitting, Licensing and Land and Asset Management Software is in the best interest of the City. APPROVED BY: FINANCIAL STATEMENT APPROVED: �l%y Finance ACCOUNT NO. APPROVED. IT First year licensing and support cost ($43,000) is budgeted in account 629-403-082-299-0000. Ongoing costs for year two ($57,200), and year three ($71,000) will be included in future budget appropriations. ENVIRONMENTAL REVIEW This project is not subject to environmental review. ORDINANCE INTRODUCTION. FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends City Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and execute a first amendment to the agreement with Azteca Systems, LLC to purchase additional software licensing and support. BOARD / COMMISSION RECOMM DH N/A ATTACHMENTS: Attachment 1: Background Attachment 2: Contract Amendment Attachment 3: City of National City Contract Attachmentl National City Permitting, Licensing and Land / Asset Management System Background The City of National City executed a contract on July 6, 2010 with Govpartner to implement Community Development Partner (CDP) permitting, licensing and land management software system. This system provides a central software platform for the community development and engineering departments to issue permits, schedule inspections, regulate zoning, and manage code enforcement cases. In 2013, Cartegraph Systems Inc., a leading asset management company, acquired Govpartner to add CDP's permitting and land management capabilities to its application portfolio. Cartegraph has since changed course and discontinued further development or enhancement of the CDP software application. This presented the City with a daunting obstacleto expanding its permitting, licensing and land management application platform to include an integrated asset management system component. As the emerging need for an asset management system continued to grow within the engineering and public works department, staff developed a plan. The asset management system needed to provide the following: • ability to create and manage work orders • track and maintain assets (manholes, sewer mains, irrigation components, trees, facilities, heavy equipment, etc...) • track resources required to fulfill work order requests After careful consideration and analysis of various asset management systems, the City of National City entered into an agreement with Azteca Systems, LLC on September 15, 2019 to implement Cityworks Asset Management System (AMS). The Cityworks Asset Management System is GIS-centric which means the application is based on Geographic Information Systems (GIS) mapping technology where asset and work order data are tracked via maps accessible from desktop computers in the, office and mobile devices in the field. The City of National City's application portfolio included the required GIS platform (ESRI ArcGIS) upon which GIS- centric applications are based. Staffs desire to respond more effectively and efficiently to the public's needs elevated the priority of asset management system Integration with a permitting, licensing, and land management software system. Although the CDP permitting, licensing and land management application is currently in use, it is incompatible with Cityworks AMS. It is also at end -of -life which means the vendor will discontinue software support in the near future. Staff recognized the urgent need to replace the CDP permitting and land management software application and developed a plan to address the following needs: • • high compatibility with Cityworks AMS • cost effectiveness • ability to increase Cityworks AMS licensing and support • ' ability to begin implementation immediately and complete within twelve months After careful consideration and analysis, staff is proposing that the execution of a first amendment to the agreement with Azteca Systems, LLC to purchase Cityworks Permitting, Licensing, Land Management / Asset Management System (PLL/ AMS) software platform with additional software licensing and support is in the best interest of the City for the following reasons: • Cityworks PLL is the most compatible Permitting, Licensing, and Land application to integrate with Cityworks AMS because both software applications were developed by the same vendor on the same platform to seamlessly integrate. • The proposal as presented is competitive and cost effective. • Azteca Systems, LLC is the sole source provider of the, Cityworks AMS software able to provide additional licensing as requested • Utilizing a single vendor for the PLL and AMS application reduces the number of integrations required for the applications to communicate, thereby reducing the potential for introducing additional points of failure. Costs The following costs are proposed by Azteca Systems, LLC for annual ;licensing and support for three years. Year Services Total 1 Cityworks PLL / AMS Licensing/Support $43,000 2 Cityworks PLL / AMS Licensing/Support $57,200 3 11.11.1.11111111111111.11111.1 Cityworks PLL / AMS Licensing/Support $71,400 $171,600 2 Staff Recommendation Staff recommends City Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and execute a first amendment to the agreement with Azteca System, LLC to purchase Cityworks Permitting, Licensing, Land Management / Asset Management System (PLL/ AMS) software platform with additional software licensing and support. Attachment 2 , FIRST AMENDMENT TO THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AZTECA SYSTEMS, LLC DBA CITYWORKS®. THIS FIRST AMENDMENT TO THE AGREEMENT is entered into this 6th day of October, 2020, by and between the CITY OF NATIONAL CITY, a .municipal' corporation ("CITY"), and AZTECA SYSTEMS, LLC BBA CITYWORKS. RECITALS WHEREAS, Azteca Systems and the City entered into an Agreement ("Agreement") on or about the 15th day of September 2019 in which Exhibit B of said Agreement contained the Cityworks Software License Agreement ("License Agreement); and WHEREAS, the License Agreement provides to the City certain software provided by Azt•eca Systenis. and provides maintenance and support by Azteca Systems for the payment of fees_by City, as set forth in the Agreement; and WHEREAS, the City desires to add additional Cityworks® Software Products and add three (3) additional annual Support Periods to the License Agreement; and WHEREAS, the software being licensed and thesupport periods in the License Agreement were set to expire on October 31, 2020; and • WHEREAS, the' City and Azteca Systems desire to extend the Software products being licensed and the three (3) support annual periods under the License Agreement for the additional software products to be licensed.. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this First Amendment to Agreement both parties agree to amend the ("Agreement") between the City of National City and ("City") and Azteca Systems, LLC, hereafter referred to as "Azteca Systems"_dated•on or about September 15, 2019, as stated herein. Through this Amendment, Azteca Systems and the City have agreed to amend the terms and conditions of the Agreement, specifically the Software License and Maintenance Agreement (Exhibit B of the Agreement) as follows: . 1. Paragraph 1 below of Addendum #1 of the Software License Agreement (Exhibit B of the Agreement) "PRODUCT LICENSING" is hereby amended to read as follows: I. Licensed Software: Amendment #1 to the Software License Agreement - Page 1 Werkgraup Server AMS Standard 17 Named Logins far: Office Respond Mobile Native Apps (for i0S/Android) --Includes the following Add-ons: Web Hooks Citizen Engagement API Local Government Templates (LOT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners, Server PLL Custom. Cityworks Enterprise License Agreement (ELM, Includes Unlimited, Quantities of the Identified Products: Office Respond Mobile Native Apps (for IOS/Android) --Includes the following Add-ons: eUR.L Workload Public Access Portal Anirualfee herein Is biased on a 50, 001-100, 000 population range • Additional Software Products & Licenses: Additional Software .Products & licenses may be added to this•License Agreement with either an acknowledgement ofan official Cityworks quote signed by Licensee and additional fees, (f necessary or applicable being paid,or receipt of Purchase Order from Licensee in response to an official Cityworks quote and additional, fees, ' applicable being paid. 2. Paragraph 4 below of Addendutn #I of the License Agreement (Exhibit B of the Agreement) "PRODUCT LICENSING" is hereby amended to read as follows: 4. Schedule of Payments and Fees under License and Maintenance Agreement • .Support Period • .. - • • . ,Date - From/to (mm/dd/vvvy} . Amount ' .. , . • Period 1. .... _ 11/01/2020—10/31/2021 $43,00.0.00 Period 2 11/01/2021-10/31/2022 . $57,200:00 Pertad, 3 11/01/2022—10/31/2023 $71,400.00 • Amendment #I to the Software License Agreement Page 2 The parties further agree all other terms and condition o/ the Agreenteni and License Agreement except as specifically modified by this First Amendment to the Agreement shall remain the sane. /V WITNESS Ii'fiEREOF the parties hereto have executed this Fist Amendment to the Agreement to he effective, valid and binding upon the parties as. of the date and yewfirst above written. Accepted and Agreed CITY OF NATIONAL CITY (LICENSEE) By: Aiejandra Sotelo-Solis. Mayor APPROVE.[) AS TO FORM: 13y: Angil P. Morris -Jones, City Attorney AZTECASYSTEM, LLC /‘1(P) ,4„ Print Namei3V;GtI\ L. 1T4514.14t I itle: /,l 5101— G.0 Amendment #1 to the Software License Agreement Page 3 Cityworks Contact Information Azteca Systems, LLC - Cityworks I i il)1, S Mak, 24) Sa"dy U 184o 801 523.1/51 Fdx 4 301•523.31341 Contact Name: Roberto Yano Prepared By Name: Organization: National City (CA), City of Prepared By Phone: Contact Address: 2100 Hoover Ave National City, CA 91950-6530 Quote Lines Quote Number 0-11288-2 Created Date 8/26/2020 Expiration Date 11/30/2020 Jarrod Gerbaud (801) 523-2751 Product Name Quantity/ Population Net Unit Price Custom Item 1.00 $43,000 00 TOTAL: $43 000 00 Notes Year 1 Dollar Value $43,000.00 Year 1 Date Range 11/1/2020 - 10/31/2021* Year 2 Dollar Value $57,200.00 Year 2 Date Range 11/1/2021 -10/31/2022* Year 3 Dollar Value $71,400.00 Year 3 Date Range 11/1/2022 - 10/31/2023* Quote Notes Quote adding Cityworks Permits, Licensing and Land (PLL) Software and 12 AMS Standard Workgroup Licenses and Citizen Engagement API. UPDATED LICENSE Workgroup Server AMS Standard 17 Named Logins for Office Respond Mobile Native Apps (for iOSlAndroid) --Includes the following Add-ons: Web Hooks Citizen Engagement API Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners. Server PLL Custom Cityworks Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified Products Office Respond Mobile Native Apps (for KOS/Android) —Includes the following Add-ons eURL Workload Public Access Portal Annual fee herein is based on 50,001,-100,000 population range. *Cityworks AMS and PLL Software Bundle Total Annual fee for all products is $71,400. 11/1/2020 —10/31/2021 - $43,000 (40% discount) 11/1/2021 —10/31/2022 - $57,200.(20% discount) 11 /1 /2022—.10/31 /2023 - $71,400 Terms and Conditions Payment Terris Payment due within 30 days Authorized to Invoice 30 days prior to renewal. All quotations are valid for ninety -days (90) from the date above, unless otherwise stated in this quotation form. All prices quoted are In USD, unless specifically provided otherwise; above. These prices and terms are valid only for items purchased for use and delivery within the United States. Unless otherwise referenced, this quotation is for the Cityworks software products referenced above only. Pricing for Implementation services (installation, configuration, training, etc.), or other software applications is provided separately and upon request. The procurement, installation and administration of the Esri software utilized in conjunction with Cityworks will be the responsibility of the customer. The procurement, installation and administration of the RDBMS utilized in conjunction with Cityworks will be the responsibility of the • customer. Currently, Cityworks supports Oracle and SQL Server. The procurement, installation and administration of the infrastructure (hardware and networking) utilized in conjunction with Cityworks will be the responsibility of the customer. This quotation information is confidential and proprietary and may not be copied or released other than for the expresspurpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Azteca Systems, LLC. Software Licensing AD Azteca Systems software offered in this quotation are commercial off -the -shelf (COTS) software developed at private expense, and is subject to the terms and conditions of the "Cityworks Software License Agreement' and any and all addendums or amendments thereto. A fully executed copy of the Software License Agreement and any addendum(s) is required before delivery and installation and usage of the software is subject to the terms of the current license agreement Delivery method is by way of download through Azteca Systems, LLC. customer support web portal. Taxes • Prices quoted do not include any applicable state, sales, local, or use. taxes unless so stated. In preparing your budget and/or Purchase Order, please allow for any applicable taxes, including, sales, state, local or use taxes as necessary. Azteca Systems reserves the right to collect any applicable sales, use or other taxes tax assessed by or as required by law. Azteca Systems reserves the right to add any applicable tax to the invoice, unless proof with the order is shown that your organization or entity is tax exempt or if it pays any applicable tax directly. Intemational Customers These items are controlled by the U.S. govemment and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. Azteca Systems, LLC- Cltyworks 111075 South State Street Suite 24, Sandy, UT 840701 Corporate Main 801-523-2751 1 Corporate Fax 801-523-3734 POLICY NUMBER: 6024745556 COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4397 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) A. Section II - Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to l- ability arising cut of your ongoing operations per- formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or "property damage" occurring after. CG20101001 (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the site of the cov- ered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. © ISO Properties, Inc.,_ 2000 Page 1 of 1 — ACORbe 1........,i CERTIFICATE OF LIABILITY INSURANCE DATE (MM)DDIVYYY) 8/1/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE. DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE QF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(Ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 1S WAIVED, subject to the terms and condltlons of the policy, certain policies may require an endorsement A statement on . this 'certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Insurance Professionals of Arizona 3521 E Brown Rd. Ste 101 • Mesa AZ 85213 c-ON FACT NAME: • Mleltelle Iarami110 atm No, Ext): (602) 595-4800 FAX No (480) 981-6339 ADDRESS; Michenc.einsuranceproaz,coni INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: CNA Insurance Company INSURED Centricity GIS, LLC • 10768 N Fiddlesticks Cedar Hills . UT 84062 INSURER B: CNA Insurance Company INSURER C: CNA Insurance Company INSURER D : INSURER E : INSURER F : OVERAGES • CERTIFICATE NUMBER: -REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE NSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS_ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. • 1LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF (MMlDDJYYYY) POLICY EXP (MMIDDIYYYY) LIMITS ' A X COMMERCIAL GENERAL LIABILITY OCCUR Y Y 6024745556 03/08/2020 03/08/20201 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE }[ UHIYiiiiz IV KtN 1 tU PREMISES (Ea occurrence) S 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 LOC PRODUCTS-COMPIOP AGG $ 4,000,000 $ A AUTOMOBILE _ — K LIABILITY ANY AUTO OWT09EDONLY AU HIRED AUTOS ONLY — v /e SCHEDULED - AUTOS NON -OWNED AUTOS ONLY Y Y 6024745556 03/08/2020 03/08/2021 COMBINED SINGLE UMIi (Ea accident) $ 1;000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PKUPEKI r DAMAGE$ (Per accident) • S C X UMBRELLA UAB EXCESS LIAR . K OCCUR CLAIMS -MADE 6024745556 06/24/2020 03/08/2021 EACH OCCURRENCE' • S 2,000,000 AGGREGATE 5 2,000,000 DED 'RETENTION$ S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS Y I N N / A Y • 6024745640 03/08/2020 03/08/202I 'C STATUTE K ERIH E.L. EACH ACCIDENT $ 1,000,000 ❑ below E.L DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY UMIT $ 1,000,000 A ProfessionatLiability. ••• 6024745556 03/08/2020 • 03/08/2021 Per clahn Aggregate limit S1,000,000 $3,000,000 DESCRIPTION OF OPERATIONS! LOCATTONs /VEHICLES (ACORD 101, Additional Remarks Schedule, may De attached If more space Is required) The City of National City, its elected officials, officers, agents, employees and volunteers. as added as additional insured. Insurance is Prirnmy and Non Contributory, waiver of subrogation where applicable WHEN REQUIRED 1N A CONTRACT OR AGREEMENT WITH YOU CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Miatue Javafwalo ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment 3 AGREEMENT BY AND BETWEEN TI•IE CITY OF NATIONAL CITY AND AZTECA SYSTEMS, LLC DBA CITYWORKS THIS AGREEMENT is entered into on this 15th day of September, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and AZTECA SYSTEMS, LLC, a Delaware limited liability company dba "CI'I'YWORK5", (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide a web based system to create and manage service requests and work orders for the CITY`s infrastructure assets. WHEREAS, the CITY hasdetermined that the CONTRACTOR is a provider of web based asset management products and services required to meet the City's asset management needs and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to provide a web based program to create and manage service requests and work orders, and technical support, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein, The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR, 2, EFFECTI.VE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 15, 2019. The duration of this Agreement is for the period of September 15, 2019 through June 16, 2020. Completion dates or time durations for the Scope of Services for the project are set forth in Exhibit "A". The Parties may exercise up to three one-year. extensions for the Software products in Exhibit " B", according to the terms of Exhibit "B". Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth on page 1 in the attached Exhibit "A". . The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance • by the CITY, The CONTRACTOR shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. Attached hereto, marked as Exhibit `13" is the License_ and Maintenance Agreement. Exhibit "B" is not considered •part of the "Scope of Services" but is attached for reference. For purposes of clarity, the Scope of Services is listed on page 1 of Exhibit "A" and involves the installation and configuration services for the Cityworks' software products listed on page 3 of Exhibit "A". Installation and configuration of the services are part of the Scope of Services in Exhibit "A", to which this Agreement applies. Cityworks software products are licensed and governed by the terms of Exhibit "B". The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4, PROJECT COORDINATION ANI) SUPERVISION. Roberto Yano, Assistant City Engineer hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Punarvasu Pillalamarri, Regional Sales Manager, Western US, thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $54,600. The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in. Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. Invoices for the Software Products licensed in Exhibit "B", are billed annually prior to the start of each annual period according to the terms of Exhibit "B". The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ' ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the Scope of Services performed and the manner of perfortnance, the acceptable completion of Scope of Services to be performed under this Agreement, and the amount of compensation due. In the event the,CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR for the Scope of Services in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each. prepare a report which supports their position and file the same with the other party. The CITY --shall, with reasonable diligence, - determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 7. RESERVED. Standard Agreement Revised May 2019 Page 2 of f 1 .. City of Notional City and Auer. Systems LLC 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures' with one another. Neither .the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or. SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its. S UBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11, LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONTRACTOR must promptly produce a copy of any such license, permit, or approval to CITY upon,request if such permit, license or approval is legally required. The CONTRACTOR represents and covenants that the CONTRACTOR shalt, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is Iegally required for the CONTRACTOR to practice its profession. • 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by. members of the. CONTRACTOR'S trade or profession currently practicing under similar conditions and in sirnilar locations. The CONTRACTOR shall take all special precautions necessary 'to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. • Standard Agreement Page 3 of I 1 City of National City and Revised May 2019 A e ca Systems LL.0 B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against. any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure. that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to • the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat al! such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation dutch . information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i)has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firth or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach_of this condition, pursuant to the provisions of Section 15. • 15, INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, cyber-related risks that include theft, loss or misuse of data, release of private information and responsibility for costs, regulatory fines and penalties as well as credit monitoring .expenses, damages to property; injuries to, or death of any person or persons, and all claims, .demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever,' resulting from or arising out of the Standen! Agreement - Page 4 of 11 City of National City and Revised May 2019 A•ztceaSystems I.1.0 CONTRACTOR'S performance of the Scope of Services, The limits of liability for indemnification of the Scope of Services described in this Agreement shall not exceed limits of CONTRACTOR'S policies of insurance described hi Section 18. Cityworks software products and services licensed under Exhibit "13" are otherwise governed by and subject to the terns of Exhibit "B", CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. • The indemnity, defense, and hold harmless obligations for the Scope of Services contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this .Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. A. PERS • Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility. of the CITY. CONTRACTOR'S employees, providing service under this Agreement shall not: (1) quaii•fy for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. B. Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's •ofcers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. C. Indemnification for 'Employee Payments. CONTRACTOR agrees to detind and indemnify the .CITY for any obligation; claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social .security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or. (3) any, employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement, This is a continuing obligation that survives the termination of this Agreement. • 17. . WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance. and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold Standard Agreement . Page 5 of 11 City of National City and Revised May 2019 Aztec(' Systems LW harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 18. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when -applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall naive the CITY and its officers, agents, employees, and volunteers as additional insureds, and a Separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed • with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement, If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. Technology Professional Liability Errors and Omissions Insurance appropriate to the CONTRACTOR'S profession and work hereunder, with limits not less than $5,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network •security, The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations, The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the CITY in the care, custody, or control of the CONTRACTOR. If not covered under the CONTRACTOR'S liability policy, such "property" coverage of the CITY may be endorsed onto the CONTRACTOR'S Cyber Liability Policy as covered property as follows: Standard Agreement Page 6 of 11 City ofNational City and • Revised May 2019 Azteca Systems i.l.0 1) Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the CITY that will be in the care, custody, or control of CONTRACTOR. F. Cyber Liability insurance, with limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate and overage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR in this Agreement and Coverage shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. The policy shall name the CITY, its officers, officials, employees, and volunteers as additional insureds on the Cyber Liability policy with respect to liability arising out of work or operations performed by or on behalf of CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. G. The aforesaid policies shallconstitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection H below, of cancellation or material change. H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City C/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 J. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non- adinitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. K. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 18 in full force and effect at alltimes during the term of this Agreenient, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement andterminate the Agreement as provided herein. Standard Agreement Page 7 of 11 City or National City and Revised May 2019 Aateca Systems I.I.0 L. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. M. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. • 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any, breach of any of the covenants or agreements or any inaccuracies in any of the. representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court .settlement, shall be entitled io have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it.is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount. of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount' of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party, 20. TERMINATION. A. This Agreement, for the Services set forth in Exhibit A, may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60- day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be•terrninated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. Termination of the Cityworks Products License shall be governed by the Terms of Exhibit 13. • • E. The CITY further reserves the right to immediately -terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. • NOTICES. All notices or other communications. required or .permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and. shall be deemed received upon the earlier of (i) if personally delivered, .the date of delivery to the address of the person to receive such notice, (ii).if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like Standard Agreement Page 8 •of 41 City oINational City turd Revised May 2019 Aztcca Systems l.l.0 facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, ' facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Roberto Yano Assistant City Engineer Engineering. and Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Punarvasu Pi[lalamarri • Regional Sales Manager -Western US Azteca Systems, LLC dba Cityworks 11075 South State, Suite 24 Sandy, UT 84070 With a copy to: Azteca Systems Legal Department 11075 S. State, Suite 24 Sandy, UT 84070 Notice of change of address shall be given by written notice in the manner specified in this Section. 'Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent, Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22, CONFLICT OF' INTEREST AND POLITICAL REFORM ACT OLBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests' conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project. in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply. with the terins of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any wayany matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. The CONTRACTOR shall be strictly liable to the CITY for all damages; costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONTRACTOR. Standard Agreement Page 9 of I I City of National City and Revised May 2019 Azteca Systems LLC 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Contractor is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. ADMINISTRATIVE PROVISIONS. A. Corrrpulation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this 'Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto, E. Exhibits and Schedules, The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terns of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY, which consent shall not be unreasonably withheld. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the -County- of San Diego, State of California. • J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Standard Agreement Page 10 of 11 City of National City and Revised May 2019 • Azteca System LLC M. Subcontractors or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. • N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to' consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative -to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: n, City Manager APPROVED AS TO FORM: Angil ' Morris -Jones City Atto - y By: Ro+erto M. Contreras Deputy City Attorney AZTECA SYSTEMS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, DBA "CITYWORKS" By: (Name) jitiart f-la si uen (Print) eit:e 6 i din* ('Dille) Standard Agrccment Page 11 of 11 City of National City and Revised May 2019 Acteca Systems 1.LC Name: Wganiratlonl National City, CA Purpose: Impiementatlon ofArteea's Cltyworks Server AMS EXHIBIT A Quote#: Q8762 Or Horton Date: .1f 8j19 Item Description t QN Unit Price Aztecs Systems LLCwII provide thaservlees far a Jumpsta rt implementation of Do/works Server AMS for the National C(ty, CA to create and manage servke requests and work orders for the organIzatk n's .Infrastructure assets, ihls offerwill be comprised of the following; 1 Remote tnstaPagan of cttywarks Server AMS Software end Data bit set A remote web -conference will be 1.00 1,600.00 held le Install the eltyworks Serrerso ftwore and database hi the orranlzatlon's environments In advance of this meeting, the organization will have prepared the hardware with the requisite 3rdparty software as described on the hardware specifkottons page on myccltyworks. cam, The plan forformourn° and processing the US *wafer use In Cltywwks w1Hbe retfcewea and aconfiguration guide thotautfines the workflow data needed to configure Citywaricswlllbepro fderl Notes Requfro ar/10.3,10.3,1,104 10.4.1,10.3,10,11,or104 2 On•Slte Workflow RavktwMeodng (Z days): An on -site kickoff meeting white held to collect all the Information about'the arganhatlon's workflows (freewill be inputMto Cltyworks, Confupumdon to include: up to 30 work order, 30seiv1 a request, and 3 custom inspection types foram domain with up to S security groups. Configuration also Includes employee, material, equipmentils is and bask print templates. Cilyworks provides an bttuithe and robust ail -hoc reporting engine, and prewnfigumd reports are available on mychyworks.com. Should the arganlrathm desire custom bed reports, a separate quota will be provided. The organization shad tonfigure/pmvide the map services that will be used in conjunction with 04/works 3 Initial CItyworksDatabase Confirm tkrn(Aztaert'sofices): Aztecswdlconfigure the Qtyworksdatabase with the stork order, service request, and custom inspection types oellectedln the Workflow meeting, this task will take place otAzteca's offices. 4 0make Installation and RevtewofConfigured Database (1davit Aztecew1ltaste and provide die organization with a review of the configured database. if the organitatfon desires changes, theyeei be made on the spot. tithe effortta make additional changes exceeds the time foraffocated forthis task, hours from task 7 will be used. (NOTE: This tosk to be cambined wflh Task 5.1 5 0n•sito AdminUser Training (2 days): Azteca wHlsupplyi tminerto conduct Designer and SerwrAMS Akin Training to the organlmdansAdmitistrators. The argonlration will need to Men* who wtif be trained. The organization will provide the tmkting facHityincluding computers and a high -resolution Computer screen projector. A'ascsize EQbenomare tan 6' students Pius the his togit2r. Adry'tjlyngi students netallawed, G 0n•slto End User iraining (3days): Azteca witsupp4' 1 bainerto conduct "ouch-the-trainer"style training. The orgenhaeon will need to Identify who will be trained' The argantradon will provide the trakdng fadlhytndudfrig competers and a high-resahrttan wmputerscreen projector. Coming into training, the users will need to possess basic functional knowledge of Personal computers. as size to be no more than 6studentsnlus the lostnrctor. Additional students not alfowed. 7 U p to 5 ad•heo remote hours; Provided during orafter the implementation as needed to answereny auestfuns or tes ipp support on technical imotementation matters. 2.00 2,200,00 1.00 9,600.00 1,00 2,200.00 2.00 2,200.00 2.00 ,- 2,200.00 5.00 Cost 1,600.00 4,400.W 9,600.00 2,200.00 4,400.00 4;400.00 200.00 1,000.00 TUTAIs 27,600.00 Ndtt: 1. This arras tlmd prtcag ate is valid for e0 days. 2. Prkvpquote Includes travel .xp,nws where applicable. 3, The Client dull provide and hive 'operational all 5rd party sollwara required fia'thls frraiamentattars 4. The Ulve ehdl provide and have operational all hardware needed tasuppat this implamentettoa ad aced match the spaeaeationsonMY0tyweriertore 5.lnsteltatlon, tonesuratloi , deployment and manasernonfaf i8 3rd party *Aware and lie NMI re assodated with this effort la who tetporoILlltty of the punt, 6. Talks ere Invoiced upon mrnpl.tk e. Payment of Invoices o expected to fuh no later then30 days past the date of tiro Invoice.. 7.IIemote bars aro invokeed et s minimum 1i2 hour end every IS rill ewes thereafter. Payment or Invokes is In MI no Icier than 30 days past the date of the Invoke. Altera Systems, LLC.11075 South State St. 024 Sendy, 4JT84070 — tdI H01.523.2751 fax, e01.52.3.3734 (Qtrks• CdntaCt t_riformation`'' Contact Name: Organization: National City (CA), City of Contact Address: 2100 Hoover Ave National City, CA 91950-6530 ;Mote L nee Prepared By Name: Prepared By Phone: Prepared By Emell: • Quote Number Greeted Date • Expiration Date Emily Davies Q•08510-1 1/812019 4/7/2019 (801)617-8356 edavlesQcltyworks,com i!Qyy • l�,i Vsri' 5,'' l '44d.**-�'? rNN` ;k rmtMk y4 r9 °,w , 1�Jt•i•A Ty • • ? i• 1. t��iLStl, c r rh„; tG at 5 ,ti ,J, i,,r;+2,. • ... ,. �im.,.i. � i�4I• 'i�. .t�F•5a Server AMS Standard Workgroup Starter 5-Pack 1 $9,000 • TOTAL: $9,000.00 :.Noiea , .•; : Year 1 DoilerVatue;:'. Year;3 boljYa(iie`+> :Year"' Daf® Range • Yearn �,� re `�Y;;;fy4:.i::,•�L,��Jd3•er":l. `Y.T ::G'e�::��1 :%��.: L�:��1 �t%��:�i Y•lr� lilar3DateRange.,_, .1,:. • Quote Notes: Workgroup Server AMS Standard 5 Named Logtns for; Office • • Respond Mobile Native Apps,(for 10S/Android) —Includes the following Add-ons: Web Hooks • Local Government Templates (LOT) Use of Cityworks AMS Application Programming interfaces (APIs) with commercially available Cityworks- centric applications that are licensed and maintained by authodzed Cityworks partners Renewal fee In the amount of $9,000.00 due one year after initial purchase, Terms and Conditions {zteca Systems LLC 110761 South State SUaet Suite 24, Sandy, UT 840701 Corporato Main 801-623-27511 Corporate Fax 80142.0.3794 All quotations are valid for ninety -days (90) from the date above, union otherwise stated In this quotation form. AU prices quoted are A in USO. unless specifically provided otherwise, above. These prices and terms are valid only for Items purchased for use and delivery within the United States. Unless otherwise referenced, this quotation is far the Cityworks software products referenced above only. Pricing for Implementation • serv1oes (inetalladen, configuration, training, eta.), or other software applications is provided separately and upon request. The procurement, Installation and administration of the Psri software utilized in oonJunctlon with Cltyworks will be the responsibility of the customer, The procurement, installation and administration of the RDBMS utilized In conjunction with Cityworks will be the responsibility of the customer. Currently, Cltyworks supports Oracle and SQL Server, The procurement, installation and administration of the infrastructure (hardware and networking) utilized in conjunction with Cityworks wine the responsibility of the customer. This quotation information is confidential and proprietary and may not be copied or retested other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without ' written consent from Azteca Systems, LLC. Software Licensing All Azteca Systems software offered in this quotation ere commercial off-the-sheif (COTS) software developed et private expense, and Is subject to the terms and conditions of the "Cityworks Software License Agreement" and any and all addandums or amendments thereto. A fully executed copy of the Software License Agreement and any addondum(s) is required before delivery and installation and usage of the software is subject to the terms of the current license agreement. Delivery method Is by way of download through Aztecs Systems, LLC. customer support web portal. Payment Terms Not thirty (30) days. Taxes Prices quoted do not include any appUoable state, sales, local, or use taxes unless to elated, in preparing your budget and/or Purchase Order, please allow for any applicable taxes, Including, sales, state, local or use taxes as necessary. Azteca Systems reserves the right to collect any applicable sales, use or other taxes tax assessed by or as required by law, Azteca Systems reserves the right to add any applloabls tax to the invoice, unless proof with the order is shown that your organization or entity is tax exempt or if It pays any applicable tax directly. International Customers These items are controlled by the U.S. govemment and authorized for extort oniyto the country of ultimate destination for use by the ultimate consignee or end -users) herein Identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either In their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. AZTECA SYSTEMS, LLC, COPYRIGHT 1995. 2018 Azteca Systeme LLC 1107'5.1 South State Street Suite 24, Sandy. LIT 840701 Corporate Main 8011-522.27511 Corporate Fax 801-525.3734 Aztecs Systems LLC 110751 South State Street Suila 24, Sandy, UT 84070 I Corporate Main 801.523.2751 I Corporate Fax 801.523-3734 s 9 g e A A A A; 11. i 11 A INARIO NMINV 8 8 5 e A IRFA8 All; !IA a AANN8 GAlteNV PTO IiiiillhIii!11111ill 1� a a 1 F d?! � XHIBIT B CCityworkst, Az'tecaSystems, LLC,11oieSouth Stela, Sub 24,Sandy, UT84070 TEL 801.623.2751 ' FAX 801.523,3734' CJTYWORKS6 • LICENSE AND MAINTENANCEAGREEMENT This Software License and Maintenance Agreement made by and between Azteca Systems, LLC ("Aztcca Systems") a Delaware limited liability company, with a place of business at 11075 South State, Suite 24, Sandy, Utah 84070 USA and National City, California, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date"). Azteoa Systems Products ate licensed under the terms and conditions of the Agreement. This•agreement, when executed by the licensee named below ("Licensee") and Aztecs Systems, LLC (Aeeeca Systems), as licensor of the Software, Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements Including the License Agreement presented in the installation process requiring acceptance by electronic acknowledgement and will constitute a signed License Agreement. This signed Agreement includes (i) this License and Maintenance Agreement, (ii) Addendum #1 — Product Licensing, (ill) Addendum #2 --Standard Maintenance and Support and (iv) Addendum #3 — Third Party Contractor Acknowledgment. This signed 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. ARTICL.E1 D { ONS - 1.1 Definitions. The terns used are defined as follows: a. "Agreement" means this Software License Agreement between AztecaSystems and Licensee, inclusive of all schedules, exhibits, attachments, addenda -and other documents incorporated by reference, b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, . activation code, token, account user name and password, or other mechanism required for use of a Product. e, "Authorized User" or "User" shalt mean; (i) a direct user of the Licensed Products, including but not limited to Licensee's employees; (it) Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use 1t only for the benefit of Licensee, or (lil) 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. d. — "Client Data" means the data provided or inputted by or on behalf of Licensee, hnoluding porsonelly identifiable information, for use with the Software. e. "Covered Software" shall tnean the particular Cityworks Software, scripts, interfitces and custom code identified in Addendum #1. f. "Deployment Server License" means a license that, In addition to providing staging server License rights, authorizes Licensee to install and use the Software for deployment in Licensee's internal use. g. "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 h. "Documentation" means all user reference docutnentation that is delivered with the Software. i, "Internal use" means use of the Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the LiceasedProducts by, or use of the Licensed Products in the provisions of services to, Licensee's clients or customers. Internal Ilse 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 otbers, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third patty shall not be considered Interval Use. j. "Licensed Products" or "Products" shall mean the portion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified as specified in Addendum #1 Standard License &.Maintenance Agreement Page 1 of 14 10/16 ed. 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, Online Services, and Documentation licensed under the terms of this license Agreement, k, "J..egin" 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. 1. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks software and data, and other information. rn. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. n. "Preview' means any alpha, beta, or prerelease Product. o. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products, p. "Server" means each single instance of an operating system, whether physically installed on a computer or within a virtuallzed environment. q. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software technology, excluding data, accessedl or downloaded from an Azteca Systems (Cityworks) authorized websitc or delivered oa any media in any format ittoluding backups, updates, upgrades, and service packs. r. "Standard Maintenance" or "Maintenance Addendum" shall mean the Standard Software Maintenance & • Support Addendum #2. s. "Term License" means a license or access provided for use of a Product for a limited time period ("Tenn") or on a subscription or maintenance basis as specified herein. ARTICLE 2---INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products ore licensed, not sold. Azteca Systems and,its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights Including trade secrets. This Agreement does not transfer ownership rights of any description in . the Software, materials, or services to Licensee or any third party. Licensee agrees to use reasonable.means to protect Products from unauthntlzed use, reproduction, distribution, or publication. Aztecs Systems and its third -party licensors reserve all rights not specifically granted in this Agreement including the right to change and improve Products. ARTICLE 3—GRANT OIL" 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) for which the applicable license fees have been paid;. (ii) for Licensee's own Internal use; and (iii) in accordance with (his Agreement andthe configuration ordered by Licensee ores authorized by Azteca 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, arc incorporated In. this Agreement. a, Software, ,Use and License for specific Software products are set forth in Addendum 1- Product Licensing Addendum, which is incorporated by reference. b. Maintenance, Maintenance terms are set forth In Section 9.11 below and in Addendum 2, - Standard Maintenance and Support which terms are incorporated by reference, c, Third Party Contractor, Terms of use for Third Party Contractor software usage (if applicable) aro set forth In Addendum #3, which is incorporated by reference, 3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use, Any such use is at Licensee's own risk, and the Products do not qualify for Azteca or distributor maintenance. Standard License & Maintenance Agreement Page 2 of 14 l d/16 ed. 3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit,. educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azeca's websito in addition to the non.eonflicting terns of this Agreement, All such program terms are incorporated herein by reference. 3.4 Delivery.. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic link to make available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed Property. ARTICLE 4—SCOPE OF USE 4,1 Permitted trees a, ForProduots delivered to Licensee, Licensee may: 1, Install and store Products on electronic storage device(s); 2, Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed the Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; and 4. Move the Software In the Licensed configuration to a replacement Server. b. Licensee may use, oopy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied In digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary ,rights of Aztecs 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 data(s) from the source materials] Azteca Systems, LLC. and Its licensors. All rights reserved." o. Consultant or Contractor Access, Subject to Section 3,1 and Addendum #3, Azteca Systems grants Licensee the right to permit Licensee's Thud Party Consultants or Contractors to use the Products exclusively andsolely for.Lieensee`s benefit. Licensee must comply with terms and provisions of Addendum #3 and provide a copy to Azteca. Licensee shall be solely responsible for compliance by ThirdParty Consultants and Contractors with this License 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 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions,or as provided herein, Licensee shall not: a. Sell, rent, lease, sublicense, lend, assign, or time-share Products; b. Permit persons other than Authorized Users to access or use the Licensed Products (or any part thereof); o. Act as a service bureau or Commercial ASP; d. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); e. Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, orAPls; f Redistribute Authorization Codes; g. Reverse engineer, decompile, or disassemble Products; h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; 1. Upload or transmit content or otherwise use Products in violation of third-partyrights, including Standard License & Maintenance Agreement Page 3 of 14 aided, intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; j. Remove or obscure any Azteca Systems (or its;licensors) patent, copyright, trademark, proprietary rights notices, and/or Legends contained in or affixed to any Product, Product output, metadata Fite, or online and/or hard -copy attribution page of any Data orpocumentation delivered hereunder; k. Separate from the licensed use: of APIs, Licensee may not unbundle or independently use individual or component parts of theProduots, Software, or Online Services; 1. Unbundle or independently use the individual or component parts of Software or Online Services; , m` Incorporate any portion of the Software into a product or service that competes with the Software; n. Publish the results of benchmark tests tun on Software without the prior written permission of Azteca Systems; or o, Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the 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, (li) licensed tothird parties for the purpose of makingderivative works, or (iii) redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION 5,1. This License Agreement is effective upon date and signature of Licensee below, The initial term of this License Agreement will begirt upon the dates set forth in Addendum I and provided the fees are paid. This License agreement and its maintenance provisions 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. 5.2. , Either party may terminate this License 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 Is immediate for a material breach that is impossible to cure. 5.3. Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30) days' written notice prior to the end of the current Tenn Maintenance Period. 5.4. In the event that either funding from Licensee or ether sources is withdrawn, reduced, or limited, or the authority of Licensee to perform any of its duties is withdrawn, reduced, or Limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party. 5,5. Upon termination of the License and Maintenance Agreement, ail Product licenses granted hereunder terminate es well. Upon termination of a License or the' License and Maintenance Agreement, Licensee will (1) stop accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and.(ilt) 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. 5.6. Iethis Agreement is terminated for convenience, 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 of termination. 5.7. If this Agreement is terminated under section 5.3 or 5,4 above, Licensee shall then return to Azteca Systems all of the Software, related modules, rolated 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 r 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 • 5,8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Aztecs Systems • shall remain lit force should breach or termination of any kind occur, Standard License & Maintenance Agreement Page 4 of 14 Wag ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Liniltod Warranties. Except as otherwise provided In this Article 6, Aztecs Systems warrants for a period of ninety (90) days from the date Aztecs 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. 6.2 Spada' Disclaimer. CONTENT, DATA, SAMPLES, NEW VERSIONS, HOT FIXES, PATCHES, SERVICE PACKS, UPDATES, UPGRADES, AND ONLINE SERVICES PROVIDED ON A NO -FEE BASIS, AND EVALUATION, TEST AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer.'rt1L PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE , INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (Ili) NONE OF THE PART ESEHALL BE LIABLE FORDAMAGBS UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE LNTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. GA General Disclaimer, EXCEPT FORTHE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCEIANTABILI'TY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON-INFRINGT OFINTELLECTUALPROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS, MAINTENANCE OR ANY TECHNICAL SUPPORT SERVICES PROVIDED HEREIN WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT -TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTALDAMAGE. LICENSEE SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS 'THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL, ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Aztecs Systems' entire liability for breach of the limited warranties set forth in this Article 6 shall be limited? at Aztecs Systems' sole discretion, to (1) replacement of any defective media; (il) repair, correction, or a workaround for Software or Online Services subject to the Aztecs Systems Maintenance Services and Support Addendum; or (11) return of the license fees paid by Licensee for the current period, prorated for the current period, for So ftwarc or Online Services that do not meet Aztecs Systems limited warranty,provided that Licensee unfnstalls, 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 Aztecs Systems. 6.6 If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason of Ere, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure delivery of parts, supplies, services, or power; war, threat of actual terrorist act, cyberattack, or other violence; any law order, proclamation, regulation, ordinance, or demand; or any condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably necessary to allow for such delay, prevention interference, or restriction. ARTICLE 7--LIMITATION OF LIABILITY 7,1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF ANY), AND TTS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES;, INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, Standard License & Maintenance Agreement Page 5 of l4 - 11116 ed. INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND MAINTENANCE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS FIAAVE BEEN ADVISED OF THE. POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHAL.I. APPLY NOTWITHSTANDING ANY FAILURE OP ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 GeneralLimitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—lNF'RINGEMENT INDEMNITY, THE TOTAL CUIv1ULATTVI; LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, PROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEEDTPE FEES ACTUALLY PAID BY LICENSEE •DURING THE CURRENT MAINTENANCE AND SUPPORT PERIOD, FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 73 Applicability ofDiselalmers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems: The parties agree that Aztecs Systems has sot its fees and entered into this License Agreement in reliance en the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMTTAIToNS SMALL APPLY NOTWr'riISTANDING ANY FAILURE OF ESSENTIALPURPOSE OF AN LlMIFEDREMEDY. THE FOREGOING WARRANTIES, LIMITATIONS, AND P.XCLUSIONS MAY NOT BE VALID IN SOME IURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY I•TAVE ADDITIONAL RIGHTS UNDER LAW TEAT MAY NOT BE WAIVED OR DXSCLAQTIED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMTITEDBYLAW. ARTICLE S.—INFRINGEMENT INDEMNITY • 8.1 Aztecs Systems shalt defend, indemnify as described below, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, arising out any claims, actions, or demands by a third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark,provided; a. Licensee promptly notifies Azteca Systems is writing bf the claim; b. Licensee provides documents describing the allegations of infringement; e, Azteca Systems has sole control of the defense of any action and negotiation related to the defense - or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Aztecs Systems' request and expense. 8.2 TfSnflwaro or Online Services are found to infringe aUS patent, copyright, or trademark, Aztecs Systems, at its own expense, may either (I) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar . functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing online Services and shall uninstafl and return to Aateca Systems any infringing Item(s). Aztecs Systems entire liability shall then be to indemnify Licensee pursuant to Section 8..1and refund the unused portion of fees paid, prorated for the current maintenance and support period. 1 8.3 Aztecs Systems shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement to the extort arising out of (i) the combination or Integration of Software or Online Services with a product, process, or system not supplied by Aztecs Systems or specified by Aztecs Systems in its Documentation; (11) material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors; or (ii) use of Software or Online Services after modifications have been provided by Aztecs Systems for avoiding infringement or use after a return is ordered by Aztecs Systems under Section 8.2, 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OFAZTECA SYSTEMS WITH RESPECT TO Standard License & Maintenance Agreement Page 6 of 14 10/I6•ed. INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. New, or updated Products and subscription renewals will be licensed under the then -current Aztecs Systems license terms end conditions included with the deliverable Products, 9,2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensed shall not export, re- export, Import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (Il) any person nu the US Treasury Department's list of Specially DesignatedNationals;(ill) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export control laws or - regufations including, but not limited to, the terns of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee aro 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. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of theprovisions or of the right ofsuch party thereafter to enforce that or any other provision.' 9.5 Severabilf ty. The parties agree that if any provision of this License Agreement is held to be unenforceable fbr any reason, such provision shall be reformed only to the extent necessary to make the Intent of the Language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Azteca•Systems' prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to Its government customer upon written notice to Azteca Systems, provided the government customer assents to the terms of this',ieens° Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions of section 4.1 of Addendum 2, shall survive the expiration or termination of this License and Maintenance Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreementby Licensee may pause irreparable - damage and that, in the event of such breach, in addition to any and all remedies at law, Aztecs Systems shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent Jurisdiction without tho requirement of posting a bond or proving injury as a condition for relief, 9.9 OS Government Licensee. The Products are commercial items, developed at private expense, provided to Licensed under this License Agreement. If Licensee is a US government entity or US government contractor, Aztecs Systems licenses Products to Licensee in accordance with this License Agreement under FAR. Subparts 12,211/12.212 or DFARS Subpart 227,7202. Aztecs Systems Data and Online Services are licensed anderthe same subpart 227.7202 policy as commercial computer sofwaro for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure ofProducts. Azteca Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any'licensed government procuring agency facility to which computer(s) on which Software is installed are transferred, If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Disputes, mid Arbitration. This License Agreement shall be governed by and construed in accordance withthe laws of the State of Utah without reference to conflict of laws principles, except that US Standard License & Maintenance Agreement Page 7 of 14 10/1 b ed. federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising Out of or relating to this License Agreement or the breach thereof shall be resolved in the following order; Consultation and negotiation in good faith and a spirit of mtrittul cooperation; Mediation, by a mutually acceptable mediator chosen by the parties, which cost is shared equally; If the matter cannot be settled through negotiation or mediation, then it shall be finally settled by arbitration administered by the American Arbitration Association under its Co uremia( Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613), in lien of the arbitration provisions of this clause, This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 9.11 Maintenance. Maintenance for qualifying Software consists ofupdates and other benefits, such as access to technical support, are provided during the Term of Use. Maintenance Is specified asset fbrth in Addendutn #2, 9.12 Feedback. Azteca Systems may freely use any feedback, suggestions, or requests for?roduct improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intelleotual property, are owned by Azteca Systems, 9,13 Patents, Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or Incorporates any Aztecs 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 apart of any claim or preferred embodiment in apatent application or a similar application, 9.14 Entire Agreement. This License Agreement, including Its incorporated documents, addendutns, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by ench party or as otherwise provided. in Addendum #1, • IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTiEMS, LLC NATIONAL CITY, CALIFORNIA - (LICENSEE) Ety: Name: Brian L, Ilaslam Title: President - CEO • DateV0a`7-/ i 7 Ily; Name: Z14vv Title; C-, Date: Standard License & Maintenance Agreement Page 8 of 14 10/16 ed. ADDENDUM #1 PRODUCT LICENSING 1. lGieensecl Software,: Workgroup Server AMS Standard 5 Named Login for; Office Respond Mobile Native Apps (for LOS/Android) --Includes the following Add-ons: Web Hoots Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric apgisittions that are licensed and maintained by authorized Cityworks partners Additional Software Products &Licenses: Additional Software Products & licenses may be added to this License Agreement with either an acknowledgement of an official Cityworks quote signed by Licensee and additional fees, (/'necessary or applicable being paid, or receipt of Purchase Orderfrom om Licensee in response to an official Cityworks quote and additional fees, If applicable being paid. 2, Notices & Licensee information: Until or unless otherwise, modified, all notices relevant to this agreement shall be sent to the following address: Aztecs Systems, LLC 11075 South State, Suite 24 Sandy, Utah 84070 National City 1243 National City Blvd • National City, CA 91950 Attn: Roberto Yano E-mail: ryano c(r�,nationalcityca.aov Phone: 619.336.4380 3. DeliveryDate/Effecttve Date of Software 11011D.WYYYY 8G/17/2019 4. Schedule of Payments and Fees under License and Wralatenanee Agreement .:; .r�:.a.).rH•'e.dd }• �.Cr't�� {ra. I.1.�.��•.M..W:;*�.r:: �'a, (. � ,j.c:l';r!i'..,rc•.", ��.r04A�� . .c3 .:. .• , Period1 06117/2019 — 0646/2020 $9,000.00 5. Additional Updates to the above licensed software means a subsequent release of the program which Azteca generally makes available to its supported customers as part of the annual maintenance plan for which fees have been paid. Standard License &MalntananceAgreement - ?aga 9 of 14 10/16 ed.� Occasionally, Azteca changes the name of its licensed software as pact of its ongoing process to improve and increase the functionality of the software. In the event the software licensed or listed above changes in name, and/or improvements are made, Azteca will provide software with functionality that is similar to or with substantially the sameor greater functionality of the originally licensed software, provided all current license fees have been paicl. Updates may not always include any release, option or future program that Azteca licenses separately. Updates are provided when available (as determined. by Azteca). Azteca is under no obligation to develop any future programs or functionality. Any updates made available will be delivered to you, or made available to you for download. You shall be responsible for copying, downloading and installing the updates. Standard License & Maintenance Agreement Page 10 of 14 10/16 ed. ADDENDUM #2 STANDARD MAINTENANCE AND SUPPORT Standard Maintenance and Support Addeadum provisions are between the Licensee and Azteca, Systems, LLC. Maintenance and Support are provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee far qualifying Products during the applicable Term for such Products provided the applicable license fees have been paid for the times and periods and amounts specified in Addendum #1, Maintenance and Support Services consist of the fallowing benefits; Technical support, new version software, service packs, software upgrades, and software updates, 1.1. Azteca Systems will ensure upward compatibility for the Covered Software applications within a reasonable timefiamefor minor EsriaD ArcG1S and Cityworks supported database revisions. Aztecs Systems will not ensure upward compatibility for Covered Software Applications when there are major Esri AicG1S revisions (for example, from rev 1Q.x to rev 11.4, 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 tiles that enhance or correct the Covered Software and which will be available for Licensee to download during the Maintenance Term/Period. Updates and Upgrades may also include new versions; (b) Provide telephone Support, Email Support, Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday through Friday (excepting 13oildays) and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 2 below); and (c) Implement and maintain a means of secure, remote direct network access (VPN, Web -access, etc.) to the Licensee's systems in order to perform thorough remote diagnostics. 1.3 The following items, among others, however, are specifically excluded as support services under this section of this Maintenance and Support; (a) Support for applying or installing upgrades and service packs; (b) Assistance with questions related to third party software, computer hardware, networking, and other similar items that are not provided by Aztec% (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) ticenaeeData debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modifications and/or unauthorized updates;.' (t) Consulting regarding customizations created to function with. the Covered Software unless the customization Is identified and listed as Covered Software in Addendum 1; (g) Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and (h) Questions such as configuration, implementation and walk throughs.- 1,4 Support Periods are renewable unless terminated as provided in Section 3 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web -based (www.MyCityworks.com) and after hours support as set forth In Section 1 of tills Addendum. Standard License d& Maintenance Agreement Page 11 of 14 /0I16 rd, 1,5, Technical.support provided pursuant these maintenance provisions shalt 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. i.6. Authorized Colliers, Licensee may designate a limited number of authorized callers per software product listed in Addendutn 1, Licensee may replace Authorized Callers at any time by notifying Aztecs Systems Support services, Authorized callers may be designated in this Addendum ill or by email, Aztecs may limit the total number of authorized callers as may be reasonably necessary and may request on updated list of authorized callers, 1.7. Cityworks Online Support and Customer Portal. Aztecs has created a self-help support website center for Authorized Callers to submittcchnlcal 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;l/www,rnycityworks.com, 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine, noncritical and critical that scour 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. Aztecs Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours, 2,2, Prior to calling Aztecs 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. Lilt 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 ,nay contact Aztecs Systems via telephone, chat, or self-service portal. In each case, Cityworks technical support will log tho 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 representntivc, Phone calls and chat requests are accepted during normal business hours as outlined on the Contact Support page of MyCityworks.com. Voicemails and requests submitted via the self-service portal outside of the posted business hours will be responded to on a first come, first served basis the next business day, 2.3, For critical problems that occur outside of Aztecs Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be Isolated and resolved by the Licensee, Azteca Systems will provide an after- hours phone number or pager number that will forward the call to the currently assigned Aztecs Systems support representative, Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the chit from a designated and authorized Licensee representative, Critical problems are defined as problems that eaust several users to be unable to perform their duties. For routine and noncritical problems Licensee will submit support requests during normal business hours as outline In 2.2 above. 2.4. After a Technical Support Incident is logged, Aztecs Systems will use commercially reasonable efforts to.provido 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 thst all technical Issues can be fixed or resolved, • 2.5. Aztecs will use all reasonable efforts to utilize remote support -typo services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Aztecs Systems 10 be on-slte 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. Standard License & Maintenance Agreement Page 12 of 14 10116 ear. 3, CHARGES/PEES , 3.1, License, Maintenance and Support Services herein are included in the payment of annual fees as set forth in Addendum 01, and shall be paid by Licensee. The annual fee for each twelve (12) month period is set forth in Addendum 01, 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 I subsequent to first year of the Maintenance Period, may be adjusted by Azteca Systems to reflect increnses in costs of providing the services; provided, however,that the fee shall not increase by more than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than ninety (90) days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. Maintenance Expiration. Aztecs Systems will send Licensee a notice of expiration approximately sixty (60) days before the Maintenance term expires, If Azteca Systems does not receive a purchase order prior to the expiration date, Azteca will send the notification to Licensee upon expiration of the Maintenance term. Azteca Systems will continue to provide technical support for an additional thirty (30) days, but Licensee will no tongeereceive Software updates released after the Maintenance terra's expiration. If Licensee does not reinstate Maintenance within thirty (30) days of the expiration date, Licensee wilt no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of die 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. )41JSCII,LANEOUS 4,1. 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 aria. 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 front Licensee. If requested by the Licensee, and once the testing has been completed, Azteca Systems will delete all data provided by the Licensee. 4,2, No Implied Waivers: No failure or delay by Aztecs Systems or Licensee in enforcing any right or remedy udder this Agreement shall be construed as a waiver of any ruture or other exercise of such right or remedy by Azteca Systems. Standard Menge &Maintenance Agreement Page 13 of 14 10/16a ADDENDUM #3 THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee (National City, CA) engages any Third Party Contractor and desires to grant access to or permission to use the licensed software, the access may be granted subject to the following terms conditions and provisions: 1. Access and use of the Licensed Products by any third patty Is solely for Licensee's benefit; 2. The Third Party Contractor (or, if applicable, its employee) shall be considered, as applicable, the Authorized User for purposes of the applicable license type, and all use by such contractor shall be in accordance with the terms and conditions of the License and Maintenance Agreement; 3. Before accessing the Licensed Products, the Third Party Contractor agrees in writing that (a) the software shall be used solely in accordance with the terms of this Agreement and solely for Licensee's benefit and (b) 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 liable far any and nil actions or omissions of the Third Party Contractor with respect to the use of tho Licensed Products, as if such actions or omissions were the Licensee's; 5. Upon expiration or termination of this License Agreement, the rights dosage to any Third Party Contractor shall immediately terminate; b. . Use of the Software by such Third Party Contractors on Licensee's behalf will be governed by the terns of this Agreement, and will require that Licensee purchase the Appropriate license for each user utilized by such contractor, 7. Any breach of this Agreement by any Third Party Contractor(s) will be deemed to be a breach by Licensee; • 8. 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; and 9. Any Third Party Contractor must sign a copy of this Addendum acknowledging that ithas a copy of the License Agreement and agrees to the terms herein, further Licensee shall provide a signed copy of this Addendum for every'1'hird Party contractor to which it has granted permission to access and/or use the licensed software; The rights granted under Third -Party Contractor Addendum, do not modify the license or increase the number of licenses granted under this A8reeniont. Third -Party Contractor acknowledges acceptance by signing below, and providing s, copy to Aztecs Systems at cantracts0eityworks.00in. Third Party Contractor Name (Print) By; Authorized Signature Date: Standard License & Maintenance Agreement Page 14 of 14 10/16erl. PRODUCER The Buckner Company 6550 South Mlllrock Dr. Suite #300 Salt Lake City LIT 84121- INSURED Azteca Systems, LLC 11075 South State #24. Sandy UT 84070 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DWWYYYY) 8/29/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: It the certificate holder Is an ADDITIONAL INSURED, the poltcy(tes) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsemont(s). NAMM NAME: NpHAAmy LaFond tAlCV Extl• 801-937-6716 1 FAX AZ ESYS•01 ja0'tDRRLEss: atafond@bucker,com INSURERLS Af ORDING COVERAGE / EARL INSURSRA: The Continental Insurance Company 35289 INSURER a: Valley Forge lnSurance Company 20508 INSURER C: INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:253315829 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ES SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAiD CLAIMS. INSR LIR TYPE OF INSURANCE • ADOL 01SO BURR WVO POLICY NUMBER POLICY EFF (MMJO01VYYY1 POLICY UP MMIDDIYWY) • LIMITS B X COMMERCIAL GENERAL LIABILITY 6072329331 9/312019 913/2020 EACH OCCURRENCE $1,000,000 CLAIMS•MADE I .. I OCCUR TECH Ea0 DA5MISE IEmATO o PREhifSES�,En agritlecQr�]� MED EXP (Airy ate parson) 31,000,000 $15,000 PERSONAL&ADVINJURY $1,000,000 GEN'LAGGREGATE UMITAPP�LIESPER: _ POLICY ri 1 1 r^ I LOC OTHER: GENERAL AGGREGATE iPR0OUCTS - COMPIOP AGO $2,000,000 82 000 COO TECHE&O _ $,5,060,1104 A AUTOMOBILE ..-.' x LIABILITY ANY AUTO OWNED ' AUTOS ONLY _.. - SCHEDULED AUTOS AUTOS ONLY 6072329328 9/312019 9/312020 M Btt EOSIMGLEOMIT $1,000,000 BODILY INJURY (Per person) 1 $ BODILY INJURY (Per acctdent) $ PgratrtdaDAMAGE $ s' B X UMBRELLA LIAB EXCESBLi4B X OCCUR CLAIMS -MADE 6072329362 • .. 9/31201a .. _ 9/3/2020 EACH OCCURRENCE $ 5,000,000 AGGREGATE $5,000,000 oE0 X 1 REETENTION$ 1n Ann 1 $ a WORKERS COMPENSATION AND EMPLOYERS' LIABILiN NEI /E CUTNE Y© ANY ROPRIEEMa TOR/PARTNER/EXECUTIVE OFF(Mandatary Iry NH) It yes. do be under DESCRIPTION OF OPERATIONSbe14w NIA 0072329345 9/3/2019 9/3/2020 X . WAITUTE 2 ' F L. EACH ACCIDENT $1,000,000 E.L. DISEASE • EA EMPLOYEE $ 1,000,000 ' • E.L.0I3EAse- POLICY LIMIT $1,000,000 a Cyber Liability 6072329331 91312019 9/3/2020 Limit $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES `ACORD 101, Additional Remake Schedule, may be attached If more opens Is required) , TECH E&OiMediall nfa Risk Deductible $10,000 . • - Workers Compensation Policy applies for the Following States: UT, CO, FL, iN, MO, NY, NC, OR, PA, TX, VA, WI, AL, MA When applicable = Additional insured applies per the General Liability form CNA74872XX (01-15) and the Auto Liability form CNA83700XX (10-15). Coverage is • Primary and, Non -Contributory per form CNA74872XX 01-15). Waiver of Subrogation for the General Liability, Auto Liability and Workers Compensation applies • per forms CNA74872XX (01-15); CNA83700XX (10-15) and WC420304B (00-14). Please review fonns to ensure they satisfy your requirements. Workers Compensation Waiver of Subrogation applies for the following States: UT See Attached... - , CERTIFICATE HOLDER CANCELLATION City of NationalCity do Risk. Manager 1243 National City Boulevard National City CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE a 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: AZTESYS-01 ACORD® LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY The Buckner Company NAMED INSURED Azteca Systems, LLC 11075 South State #24 Sandy UT 84070 POLfCYNUMe6R CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS HIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, • FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The following are Additional Insureds per the attached forme (Please review forms to ensure they satisfy your requirements): The, City of National City, its elected officlats, officers, agents, employees and volunteers ACORD 101 (2009/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA 1 ;!';EXTENDED COVERAGE - BA PLUS • FOR HIRED AND NON -OWNED AUTOS Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. • If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. .AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee -Hired Autos B. Increased Loss of Earnings Allowance. C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss 8. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non -Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stook on the inception date of this Coverage Form is an insured, but only if such entity is neap insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Policy No: 6UA 6072329328 i A Endorsement Effective Date: Endorsement Expiration Date: Policy Effective' Date: 09103/2018 l Endorsement No: 5; Page: 1 of 4 Policy Page: 37 of 47 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL. 80606 5 0 Copyright CNA All Rights Reserved. DNA Business Auto Policy Policy Endorsernent Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ovunership interest is an insured, but only if such organisation is not an insured under any other liability "policy' that • provides auto. coverage. The insurance afforded by this provision: a, Iseffective on the dataof acquisition or formation of the organization, and applies until: (1) The and of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's Inception date, whichever is earlier; and b, .Does not apply to bodily Injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO iS AN INSURED of this Coverage Form. 4. Employee -Hired Autos• Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: I. Which are no longer in force; or II. Whose limits have been exhausted. 8. Increased Loss of Eamings Allowance Under SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of 'earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense J Under SECTION Ili — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Logs of Use Expenses to delete the maximum of $600., and replace it with a maximum of $ 800. B. Broadened Electronic Equipment Coverage Under SECTION Ili — PHYSICAL. DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d, in their entirety, and replace them with the following: 5, Exclusions 4.c. and 4,d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX 110.20151 Endorsement Effective Date: Endorsement Expiration Data: Endorsement No: 5; Page: 2 of 4 Underwriting Company: The Continental Insurance Company, 151 •N Franklin St, Chicago, IL 60606 Policy No: BUA 6072329328 Policy Effective Date: 09/03/2018 Policy Page: 38 of 47 Copyright CNA AU Rights Reserved. CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $1.00 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing arty electronic equipment described in paragraphs a. or b.(1) above; or • (3) Necessary -for the normal operation of the covered auto or the monitoring of the covered• auto's operating system. IiI. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4). If your employees know of an accident or Toss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): • (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer_Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom, or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not. intentional. E. Primary and Non•Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA93700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Data: Endorsement No: 5;,Page: 3 of 4 Underwriting Company: The Continental insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6072329325 Policy Effective Date: 09/03/2018 Policy Page: 30 of 47 ® Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5,d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident er loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily Injury is deleted and replaced by the following: . Bodily Injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement' Effective bate) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-20151 'Endorsement Effective Date; • Endorsement Expiration Date: -Endorsement No: 6; Page: 4 of 4 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 5072329325 Policy Effective Date: 09/03/2018 Policy Page: 40 of'47 ' e Copyright CNA All Rights Reserved, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. 'TABLE OF CONTENTS . 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 1 Bodily Injury - Expanded Definition 4, Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury - Exception for Reasonable Force B. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability - Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage• 14. Non -awned Watercraft 15. Personal And Advertising Injury - Discrimination or Humiliation• 16. Personal And Advertising injury- Limited Contractual Liability 17, Property Damage • Elevators 18. Supplementary Payments 19. Property Damage - Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards• 21: Waiver of Subrogation - Blanket CNA74872XX (1-15). Page 1 of.14 . Policy ND: 6072329331 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/.03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA Alt Rights Reserved.. Includes copyrighted material of [estuarial Services once, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include es an Insured any person or organization described in paragraphs • A. through K. below whom a Named Insured Is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily' injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. • b. However, subject always to•the terms and conditions of this policy, including the limits of Insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader thanrequired by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below, Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest • Any person or organization with a controlling Interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1, such person or organization's flnariciai control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named insured leases or occupies such premises; . provided that the coverage granted by this paragraph does. riot apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional Insured. B. Co-owner of insured Premises A co-owner.of a premises co -owned by a Named Insured and covered under thls insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C, Grantor of Franchise • Any person or organization that has granted a franchise to a Named insured, but only with respect to such person or organization's,ilability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named insured. D. Lessor of Equipment Any person or organization from whom a Named insured leases equipment, but only with respect to liability for bodily injury, property damage or personal andiadvertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Policy No: 607232933.1 Page 2 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY" Effective Date: 09/03/2018 Insured Name: AZTZCA SYSTEMS, LLC Copyright CNA Alt Rights Reserved. includes copyrighted material or Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured, G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. • The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Govemmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or .authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1, the following hazards In connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, holstaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Policy No: 6072329331 Page 3 of 14 Endorsement No: 6 VALLEY. FORGE INSURANCE COMPANY Effective. Date: 09/03/201a tnsured Name: AZTECA SYSTEMS, LLC Copyright CNA AR nights Reserved. Includes copyrighted material er Insurance Services Uftice, Inc., with its permtsston, ti CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor • 1. With respect to a Named Insured's participation Ina trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. . • 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard, J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property. damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence . of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c, any physical or chemical change in any product made intentionally -by such person or organization; d, repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. 'any failure to make any Inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make In the usual course of business, in connection with the distribution or sale of the products; f. demonstration, Installation, servicing or repair operations, except such operations performed at such • person or organization's premises in connection with the sale of a product; products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h, bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. , g. CNA74872XX (1.15) Policy No: 6072329331 Page 4 of 14 Endorsement No: 6 VALLEY FORGE iNSURANCE COMPANY Effective Date: 09/03/201a ' Insured Name: AZTECA SYSTEMS, : Li,C Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services dffica, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3.. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products.completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above, Such additional insured Is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured an another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: . a, thls Coverage Part provides such coverage; • b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of th'e written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named insured has agreed In writing In a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other Insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured Is a named insured, 8.. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence Is added to the paragraph above: • Otherwise, and notwlthstandiing anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3, BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the fallowing: •Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, - mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease, 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6072329331 Page 5 of14 Endorsement No: 6 VALLEY .FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZ'TECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Inctudes copyrighted material of insurance Services Office, Inc., with its permission., CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE • The. Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured falls to give the Insurer notice. of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named insured shall give written notice of -such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offenseor claim. ' 5, BROAD NAMED INSURED WHO IS AN INSURED is amended to delete Its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations. described In Paragraph 4. below, any organization In which a Named Insured has management control: - a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there. Is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage, but for the exhaustion of its limit, and without regard towhether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or Joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part, For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP 1 LIMITED LIABILITY COMPANIES provision, management control means:. A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: • a. ' bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases: 5. The Insurance provided by this Coverage, Part applies to Named Insureds when trading under their own names or under such other tracing names or doing -business -as names (dba) as. any Named Insured should choose to employ. CNA74872XX (1-15) Policy No:. 6072329331 Page 6 of 14 1 • . Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/03/2018 insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights. Reserved. Includes copyrighted material orinsruance Services Office,. Inc„ with its permission. srsr •.= irk CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall alsd be insured under this policy; provided, however, coverage Is afforded to such' estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named insured's business. 7, EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES Coverage A — Bodily Injury And Property, Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Nanied Insured, or chartered by or for the Named Insured, will be treated In the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1,b,(1) and 1.b.(2) with the following: b. :this insurance applies to bodily injury provided that the professional health care services are Incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury Is caused by an occurrence that takes place in the coverage territory, (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that Is part of the occurrence; and B. .Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion; This exclusion applies only if the bodily. injury arising from a health care incident is covered by other liability insurance available to the insured (or which would have been available but for exhaustion of its limits), ii. delete the exclusion entitled Contractual Liability.and replace it with the foliowing; • This insurance does not apply to; CNA74872XX (1-15) Page7of14 Policy No: 6072329331 Endorsement No: • '6 VALLEY FORGE INSCRANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZ"TECA SYSTEMS, LLC Copyright CNA All Rights Reserved, includes copyrighted material at insurance Services Office, Inc., with its perrnIssion. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not • limited to express warranties or guarantees. III. add the following additional exclusions, This Insurance does not apply to; Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, calor, age, gender, national origin, religion, disability, marital status or sexual orientation: Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission; MedicarelMedicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, lricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C, DEFINITIONS is amended to: I. add the following definitions: Health care incident means an act; error or omission by the Named Insured's employees or volunteer workers In the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for.which no payment Is demanded or received.. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist;; h. Psychologist; i. Speech therapist; j. .,Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ( CNA74872XX (1.15) t Policy No: 6072329331 Page 8 of 14 Endorsement Nq: 6 VALLEY FORGE INSURANCE COMPANY , Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA AA Rights Reserved. lncludescnpyrighted material or insurance Services Office, Inc..,with its permission, 111011.0100 cWA CNA PARAMOUNT Technology. General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the -Named Insured's business: and (2) • bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a heap care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: insured does not include any physician while acting in, his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace It with the following: Other insurance b. Excess insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for Insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES 1 PARTNERSHIP 1 LIMITED LIABILITY COMPANIES - WHO iS AN INSURED is amended to delete its last paragraph and replace it with the following: No,person or organization Is an Insured with respect to: • • the conduct of any current or past partnership or Joint venture that is not shown as a Named insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured -was a joint venturer, partner, or member of such a limited (lability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1.15) Policy No: 6072329331 Page 9 of 14' • Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, zinc Copyright CNA AU Rights Reserved. Includes copyrighted material or Insurance'Senrices Mice, fnc., with its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an insured with,respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. anyoffense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c, there is no other valid and collectible Insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY - DAMAGE TO PREMISES A. Under. COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended,to delete the first paragraph Immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents' of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to Damage To Premises Rented To You as described in LiMITS OF INSURANCE. B. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic dire protective systems to premises while rented 'to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is. amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace It with the following: • 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Ensurer will pay under COVERAGE A for damages because of property damage to: . a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.. The Other Insurance Condition Is amended to delete Paragraph b.(1)(a)(ii), and replace it, with the following (ii) That Is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insureds care, custody or control; E. -This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) _ • Policy No: 6072329331 Page 10 of 14. Endorsement No: 5 VALLEY .FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC • Copyright CNA All Rights Reserved. includes copyrighted material of Insurance Services office, Inc... with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE Is amended to delete Paragraph 7, (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C ,- Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $1.5,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot In cornmand'holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3, the aircraft Is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that Is not owned by any Named Insured, provided the watercraft is: (a) Tess than 75 feet long: and (b) not being used to carry persons or property for a charge, 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION . A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury liability, the paragraph entitled Exclusions Is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6072329331 Page 11 of 14 Endorsement No; 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018' insured Name: A7TECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material el Insurance Services office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another • Personal and advertising Injury caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or .(b) any executive officer/director, stockholder, partner, member or manager (1f the Named Insured is a limited liability company) of the Named insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured, Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease -or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there Is no coverage for fines .or penalties levied or imposed by a governmental entity because of discrimination. The coverage ,provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1, ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled .Exclusions is amended to delete the exclusion entitled Contractual Liability and replace It with the following: This Insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed !lability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the insured would have in the absence of the contract or agreement; or • (2) assumed .in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such Insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability_to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74$72XX (1-15) Policy No: 6072329331 Page 12 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LY,C ‘ Copyright CNA AO Rights Reserved. Includes copyrighted material or insurance Services Office, Inc., with its permission. MINENIMI CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 2. The.first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees Incurred by the insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. /D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. - Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (8) of the Damage to Property Exclusion do not apply to property damage • that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision; the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B Is amended as follows: A. Paragraph 1,b. is amended to delete the $250 limit shown for the cost of ball bonds and replace it with a $5,000. limit; and B, Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000, limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DiES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15). Policy No: 6072329331 Page 13 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 insured Name: AZTECA SYSTEMS, LLC Copyright CNA Alt Rights Reserved. includes copyrighted material of Insurance Services office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Eixtension Endorsement A. Is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property Insurance available to the Insured, including any deductible applicable to such insurance; the Other insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally falls to disclose all existing hazards at the Inception date of the Named insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure, 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us Is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the. Named Insured's ongoing operations; or 2. your work Included In the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated In said Policy, unless another effective date is shown below, and expires concurrently with said Policy, c CNA7487ZXX (1.15) Policy No: 6072329331 Page 14 of 14 Endorsement No: 6 VALLEYFORGE INSURANCE COMPANY Effective Date: 0 9 / 03 / 2 019 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA Ail Rights Reserved. Includes copyrighted material at Insurance Services Mllce, Inc., with Its pernesslon. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement 1 This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3,A. of the Information Page, We have the right to recover our payments from anyone liable for an injury coveredby this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. • Schedule Any Person or Organization on whose behalf you are required to obtain this -waiver of our right to recover from under a written contract or agreement. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Details shown below, and expires concurrently with said policy unless another expiration date is shown below. - Form No: WC 43 03 05 (07-2000) Endorsement Effective Date: Endorsement Expiration Date: - Endorsement No: 38; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, 1L 60606 Policy No: WC 6 72329345 Policy Effective Date: 09/03/2018 Policy Page: 128 of 137 ® Copyright 2000 National Council on Compensation Insurance, Inc. CONTRACT TRANSMITTALFORM (Attach to Documents dropped off to City Clerk's Office) Date: 10/21/2019 From (Dept.): Engineering/Public Works Submitted by (First & Last Name): Tirza Gonzales Vendor: Azteca Systems, LLC DBA CityWorks Resolution: YES / • 2 3 4 Originals Provided to City Clerk (circle quantity) Yes • Department has copy Yes Vendor has copy 4111111111. CITY OF NATIONAL CITY Office of the, City Clerk . 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalia, CMC - City Clerk AZTECA SYSTEMS DBA CITYWORKS Web Based Infrastructure Asset Management Services Tirza Gonzales (Engineering/Public Works) forwarded a copy of the Agreement to Azteca Systems dba Cltyworks. Cityworks Attachment 3 Azteca Systems LLC 11 '5 Scuth State Sw'e 24 Sa^ey UT 84C70 • TEL 801 523 2751 • FAX 801 523 3734 • WM1W. WY••'COS'.C" CITYWORKSK LICENSE AND NIAI\TE tiA`CE AGREEMENT This Software license and Maintenance Agreement made by and between Azteca Systems, LLC ("Aztecs Systems") a Delaware limited liability company. with a place of business at 11075 South State, Suitt 24, Sandy, Utah 84070 USA and the City of Moses Lake, Washington. using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon deliver} of Licensed Products (the "Effective Date"). Azteca Systems Products are licensed under the terms and conditions of the Agreement. This agreement, when executed by the licensee named below. (''Licensee") and Azteca Systems, LLC (Azteca Systems). as licensor of the Software, Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements including the License Agreement presented in the installation process requiring acceptance by electronic acknowledgement and will constitute a signed I.icense Agreement This signed Agreement includes (i) this License and Maintenance Agreement, (ii) Addendum 41 — Product Licensing. (iii) Addendum 42 - - Standard Maintenance and Support and (iv) Addendum 43 — Third Party Contractor Acknowledgment. This signed Agreement may be executed in duplicate by the Panics. 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 signings of the document by any Pan} 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 "Agreement" means this Software License Agreement between Azteca Systems and Licensee. inclusive of all schedules, exhibits. attachments. addenda and other documents incorporated by reference. b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code. token, account user name and password. or other mechanism required for use of a Product. c. "Authorized User" or "User" shall mean: (i) a direct user of the I.icensed Products, including but not limited to Licensee's employees: (ii) Licensee's consultants who have agreed to maintain the Licensed Propeny 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. d. "Client Data" means the data provided or inputted b} or on behalf of Licensee, including personally identifiable information, for use with the Software e. "Covered Software" shall mean the particular Cityworks Software, scripts. interfaces and custom code identified in Addendum #1. f "Deployment Server License" means a license that. in addition to providing staging server License rights, authorizes Licensee to install and use the Software for deployment in Licensee's internal use. g "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. h. "Documentation" means all user reference documentation that is delivered with the Software. i. "Internal Use" means use of the I.icensed 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 service offering. service bureau application, application service provider, outsourcing or other means of providing service to any third part} shall not be considered Internal Use. j. "Licensed Products" or "Products" shall mean the ponion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified as specified in Addendum ttl Standard License ct Maintenance Agreement Page I of 14 in /bed 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, Online Services, and Documentation licensed under the terms of this license Agreement. - k. "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. 1. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by Azteca Systems'or its licensors, for storing, managing, publishing, and using Cityworks software and data, and other information. • m. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. n. "Preview" means any alpha, beta, or prerelease Product. o. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. p. 1/4"Server" means each.single instance of an operating system, whether physically installed on a computer or within a virtualized environment. ' q. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software technology, excluding data, accessed or downloaded from an Azteca Systems (Cityworks) authorized website or delivered on any media in any format including backups, updates, upgrades, and service packs. r. "Standard Maintenance" or "Maintenance Addendum" shall mean the Standard Software Maintenance & Support Addendum #2. s. "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. ARTICLE 2--INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Azteca Systems and its licensors own Products and all copies, which are protected by United States.and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in the Software, materials,, or services to Licensee or any third party. Licensee agrees to use reasonable means to protectProducts from unauthorized use,.reproduction, distribution, orpublication. Azteca Systems and its third -party licensors reserve all rights not specifically granted in this Agreement including the right to change and improve Products. i 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) for which the applicable license fees have been paid; (ii) for Licensee's own internal use; and (iii) in accordance with this Agreement and the configuration ordered by Licensee or as authorized by Azteca 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 terrns.set.fortti 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 in this Agreement. a. Software. Use and License for specific Software products are set forth in Addendum 1- Product Licensing Addendum, which is incorporated by reference. - b. Maintenance._ Maintenance terms are set forth in Section 9.11 below and in Addendum 2, - Standard Maintenance and Support which terms are incorporated by reference. c. Third Party Contractor. Terms.of use for Third Party. Contractor software usage (if applicable) are set forth in Addendum #3, which is incorporated by reference. 3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testingpurposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Azteca or distributor maintenance. Standard License& Maintenance Agreement Page 2 of 14 10/16 ed 3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit, educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azteca's website in addition to the non -conflicting terms •of this Agreement. All such program terms are incorporated herein by reference. 3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic link to make available to Licensee the Licensed. Property by electronic download and a license key to activate the Licensed Property. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may: l . Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed the Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; and 4. Move the Software in the licensed configuration to a replacement Server. b. Licensee may use,, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display,•and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Azteca and its licensors: "Portions of this document include intellectual property of Azteca and its licensors and are used herein•under license. Copyright m [Licensee will insert the actual copyright date(s) Jrom 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 Parry Consultants or Contractors to use the Products exclusively and solely for Licensee's benefit: Licensee must comply with terms and provisions of Addendum #3 and provide a copy to Azteca. Licensee shall be solely responsible for compliance by Third Party Consultants and Contractors with this License 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 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee: shall not: a, Sell, rent, lease, sublicense, lend, assign, or time-share Products; b Permit persons other than Authorized Users to access or use the Licensed Products (or any part thereof); c. Act as a service bureau or Commercial ASP; d. Use Software, Data, or Documentation fora site or service and operate the site or service for profrt•or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); c. Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not t limited to, extensions, components, or APIs; f. Redistribute Authorization Codes; g. Reverse engineer; decompile, or disassemble Products; h. Make any attempt•to circumvent the technological measure(s) that controls access to or use of Products; i. Upload or transmit content or otherwise use Products in violation of third -party rights, including Standard License & Maintenance Agreement Page3 of I4 10/16 ed intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable, law or government regulation; j. Remove or obscure any Azteca Systems (or its licensors:) patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or component parts.of the Products, Software, or Online Services; 1. Unbundle or independently use the individual or component parts of Software or Online Services; m. Incorporate any portion of the Software into a product or service that competes with the Software; P. Publish the results of benchmark tests run on Software without the prior written permission of Azteca 'Systems; or o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed'to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION 5.1. This License Agreement is effective upon date and signature of Licensee below. The initial term of this License Agreement will begin upon the dates set forth in Addendum 1 and provided the fees are paid. This License agreement and its maintenance provisions may then be renewed annually by payment of the then current maintenance fees for the next annual maintenance period as set forth in Addendum I. 5.2. Either party may terminate this License 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 is immediate for a material breach that is impossible to cure. _ 5.3. Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30) days' written notice prior to the end of the current Term Maintenance Period. 5.4. In the event thateither funding from Licensee or other sources is withdrawn, reduced; or'Iimited, or the authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and priorto normal completion, the parties shall have the authority to exercise the Termination for Convenience option to.terminate this Agreement in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party. 5.5. Upon termination of the. License and Maintenance Agreement, all Product licenses granted' hereunder terminate as well. Upon termination of a License or the 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. 5.6. If this Agreement is terminated for convenience, 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 of termination. 5.7. if this 'Agreement is terminated under section 5.3 or 5.4 above, 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 (l) 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.(I) year. 5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach or termination of any kind occur. Standard License & Maintenance Agreement Page 4 of 14 Io/1 ed ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, Azteca Systems warrants for a period of ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the unmodified Software' will substantially conform to the published Documentation .under normal use and service. 6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, NEW VERSIONS, HOT FIXES, PATCHES, SERVICE PACKS, UPDATES, UPGRADES, AND ONLINE SERVICES PROVIDED -ON A NO -FEE BASIS; AND EVALUATION, TEST AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS, MAINTENANCE OR ANY TECHNICAL SUPPORT SERVICES PROVIDED HEREIN WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT -TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. LICENSEE SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's.exclusive remedy and Azteca Systems' entire liability for breach of the limited warranties set forth in this Article 6 shallbe limited, at Azteca Systems' sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software or Online. Services subject to the Azteca - Systems Maintenance Services and Support Addendum; or (iii) return of the license fees paid by Licensee for the. current period, prorated for the current period, for Software or Online Services that do not meet Azteca Systems limited warranty, provided that Licensee uninstalls, removes, and destroys all' copies.of Software or Documentation; ceases using the Software or Online Services; and executes and, delivers evidence of such actions to Azteca Systems. 6.6 If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure delivery of parts, supplies, services, or power, war, threat of actual terrorist act, cyberattack, or other violence; any Iaw order, proclamation, regulation, ordinance, or demand; or any condition whatsoever beyond' the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a°period of time as may be reasonably necessary to.allow for such delay, prevention interference, or restriction. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF ANY), AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, Standard License & Maintenance Agreement Page 5 of 14 10/16 ed. INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND MAINTENANCE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE -FEES ACTUALLY PAID BY LICENSEE DURING THE CURRENT MAINTENANCE AND SUPPORT PERIOD, FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 73 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth 'in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems. The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.OF ANY LIMITED REMEDY. • THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Azteca Systems shal[defend, indemnify as described below, and hold Licensee harmless from and against any Toss, liability, cost, or expense, including reasonable attorneys' fees, arising out any claims, actions, or demands by a third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; c. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems' request and expense. 8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Azteca Systems, at its ,own expense, may either.(i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality: If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing'item(s). Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1and refund the unused portion of fees paid, prorated for the current maintenance and support period. 8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs,, damages, or attorneys' fees for any. claims.or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of Software or Online.Services with a product, -process, or system not supplied by Azteca Systems or specified by Azteca Systems in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by Azteca Systems under Section 8.2. - Standard License & Maintenance Agreement Page .6 of 14 10/16 ed 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. Neww or updated Products and,subscription renewals will be licensed under the then -current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations. Licensee expressly acknowledges and'agrees that Licensee shall not export, re- export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any,person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs,. duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License. Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign'this License Agreement and Products acquired for delivery to its government customer upon written notice to Azteca Systems, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Ternis. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions of section 4.1 of Addendum 2,(shall survive the expiration or termination of this License and Maintenance Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition' to any and all remedies at law, Azteca Systems shall have the right to seek an injunction, specific performance,or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee: The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is. a US government entity or US government contractor, Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 1221 l/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Azteca Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any. licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. Irony 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. Standard License & Maintenance Agreement . Page 7 of 14 10/16 ed. 9.10 Governing Law, Disputes, and Arbitration. This License Agreement shall be governed by and construed in accordance with the laws of the State of Washington without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: • ('onsultotrun and negotiation in }good faith and a spirit of mutual cooperation. • Mediation. by a mutually acceptable mediator chosen by the parties, which cost is shard equally: • trifle matter cannot be settled through negotiation or mediation. then it shall be finally settled by a court of competent jurisdiction with venue in Grant County Superior Court or the Eastern Federal District Court. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded 9.11 Maintenance. Maintenance for qualifying Software consists of updates and other benefits. such as access to technical support, are provided during the Term of Use. Maintenance is specified as set forth in Addendum 42 9.12 Feedback. Azteca Systems may freely use any feedback, suggestions. or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intellectual property. are owned by Azteca Systems. 9.13 Patents. licensee may not seek, and may not permit any other user to seek, a patentor 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 ofany claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement attic parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings. and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices. or other standard form documents exchanged during the ordering process, other than product descriptions. quantities, pricing. and delivery instructions. are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party or as otherwise provided in Addendum # 1. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made etTectivc by their respective authorized representatives AZTF.CA Str'STE JS, LLC By: t4 Name• Brian L. liaslam Title President - CEO Data ola-4,1tci CRY OF MOSEESS LAKE, WA — (LICENSEE) (1 By:Vas) %La._ C/= Name: Title: Date: 1 L-Z3- IS Standard License & ,Maintenance .4greement Page 8 of 14 IQ16rd ADDENDUM #1 PRODUCT LICENSING 1. Licensed Software: Server AMS Standard Cityworks Online Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified Products: Office Respond Mobile Native Apps (for i0S/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts eURL (Enterprise URL) Workload Web Hooks Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners Server PLL Standard Cityworks Online Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified. Products: Office Respond Mobile Native Apps (for iOS/Android) --Includes the following Add-ons: eURL (Enterprise URL) Public Access for PLL Workload Web Hooks Use of Cityworks PLL Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are Licensed and maintained by authorized Cityworks partners Annual fee herein is based on 10.001 - 25, 000 population range Initial license fee covers licensing and infrastructure fee for 50 logins. Infrastructure fee for first 25 logins is waived. ELA pricing quote for CWOL assumes no hosting logins are added over and above the current 50 Server AMS hosting Logins. Additional hosting logins can be added for an additional fee. Additional Software Products & Licenses: Additional Software Products & licenses may be added to this License Agreement.wilh either an acknowledgement of an ofcial.Cityworks quote signed by Licensee and additional fees, if necessaryor applicable being paid, or receipt of Purehase .Order fron Licensee in response to an official Cityworks quote and additional fees, if applicable being paid. Standard License & Maintenance Agreement Page 9 of-14 10/16 gel 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 j City of Moses Lake 401 Balsam Moses Lake, WA 98837 Attn: Cindy Smith E-mail: csmith:'/icitvorml.com Phone: 509.764.3754 3. Delivery Date/Effective Date of Software MM/DD/YYV}' 01/15/2020 4. Schedule of Payments and Fees under License and Maintenance Agreement Support Period Date From/To (mm/dd/yyyy) Amount Period 1 01 /15/2020 — 01/14/2021 S65,000.00 Period 2 01/15/2021— 01/14/2022 S65,000.00 Period 3 01/15/2022 — 01/14/2023 S65,000.00 5. Additional Updates to the above licensed software means a subsequent release of the program which Azteca generally makes available to its supported customers as part of the annual maintenance plan for which fees have been paid. Occasionally, Azteca changes the name of its licensed software as part of its ongoing process to improve and increase the functionality of the software. In the event the software licensed or listed above changes in name, and/or improvements are made. Azteca will provide software with functionality that is similar to or with substantially the same or greater functionality of the originally licensed software. provided all current license fees have been paid. Updates may not always include any release. option or future program that Azteca licenses separately. Updates are provided when available (as determined by Azteca). Azteca is under no obligation to develop any future programs or functionality. Any updates made available will be delivered to you. or made available to you for download. You shall be responsible for copying. downloading and installing the updates. Standard License & Maintenance Agreement Page 10 of 14 10 16 •d ADDENDUM #2 STANDARD MAINTENANCE AND SUPPORT Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca, Systems, LLC. Maintenance and Support are provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee for qualifying Products during the applicable Tenn for such Products provided the applicable license fees have been paid for the times and periods and amounts specified in Addendum 41. Maintenance and Support Services consist of the following benefits: Technical support, new version software, service packs, software upgrades, and software updates. 1.1. Azteca Systems will ensure upward compatibility for the Covered Software applications within a reasonable timeframe for minor Esri® ArcGIS and Cityworks supported database revisions. Azteca Systems will not ensure upward compatibility for Covered Software Applications when there are major Esri ArcGIS revisions (for example, from rev 10.x to rev 11.x), however Azteca Systems will make all reasonable efforts to provide upward compatibility. 1,2.. Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4), during the term of this Agreementprovide the following: (a) Software Updates., Software Updates includes Upgrades and service packs which are a collection of files that enhance or correct the Covered Software and which will be available for Licensee to download during, the Maintenance Term/Period. Updates and Upgrades may also include new versions; (b) Provide Telephone Support, Email Support, Web Support, during normal business hours, 8 AM to. 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour emergency support line, and other.benefits deemed appropriate by Azteca Systems (as set forth in Section 2 below); and (c) Implement.and maintain a means of secure, remote direct network access (VPN, Web -access, etc.) to the Licensee's systems in order to perform thorough remote diagnostics. • 1.3 The following items; among others, however, are specifically excluded as s upport services under this section of this Maintenance and Support (a) Support for applying or installingupgrades and service packs; (b) Assistance with questions related to third party software, computer hardware, networking, and other similar items that are not provided by Azteca; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Licensee Data debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modifications and/or unauthorized updates; (f) Consulting regarding customizations created to function with the Covered Software unless the customization is identified and listed as Covered Software in Addendum 1; (g) Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and (h) Questions such as configuration, implementation and walk-throughs. I.4 Support Periods are renewable unless terminated as provided in Section 3 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web -based (www.MvCitvtvorks:com) and after hours support as set forth inSection 1 of this Addendum. Standard License & Maintenance Agreement Page 11 of 14 10/16 ed 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 supportwebsite center for Authorized Callers to submit technical issues, chat with technical specialists, track technical support incidents through the `MyCityworks' portal, and view technicalarticles, updated product documentation, blogs, links to forums, and technology announcements. The support and care website, can be found at http://www.mycityworks.com. 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine, non -critical and critical that occur during normal business hours shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, and then 2) Azteca Systems: staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours. 2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur 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. 2.3. For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the Licensee, Azteca Systems will provide an after- hours phone number or -pager number that will forward the call to the currently assigned Azteca Systems support representative. Azteca Systems will "make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. For routine and non -critical problems. Licensee will submit support requests during normal business hours as outline in 2.2 above. 2.4: After a Technical Support Incident is logged; Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a work around. While it is Azteca's. goal to provide an acceptable solution to technical issues, Azteca cannot guarantee that all technical issues can be fixed or resolved. , 2.5. Azteca will use all reasonable efforts to utilize remote support -type services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to, be on -site to provide support for the Covered Software, the parties by mutual negotiation, shall develop a separate agreement that will govern the terms and conditions for any on -site work or services. Standard License & Maintenance Agreement Page 12 of 14 10/16 ed • 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. 32. Upon sixty (60).days written notice, the fee for the License and Maintenance Periods listed in Addendum 1 subsequent to year three (3) of the Maintenance Period, may be adjusted by Azteca Systems to reflect increases in costs of providing the services; provided, however, that the fee shall not increase by more than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than ninety (90) 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. Azteca Systems will continue to provide technical support for an additional thirty (30) days, but Licensee will no Ionger receive Software updates released after the. Maintenance term's expiration. If Licensee does not reinstate Maintenance within thirty (30) days of the expiration date, Licensee will no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.4. Reinstatement. Fee for Lapsed Maintenance. Azteca Systems will reinstate Maintenance if Licensee sends a purchase order or payment withinthirty (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. MISCELLANEOUS 4.1. 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, databasestructure, 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. 4.2. No fin plied 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. • ( Siandard License & Maintenance Agreement Page 13 of 14 10/!6ed ADDENDUM #3 THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee (City of Moses Lake, WA) engages any Third Party Contractor and desires to grant access to or permission to use the licensed software, the access may be granted subject to the following terms conditions and provisions: I . Access and use of the Licensed Products by any third party is solely for Licensee's benefit; 2. The Third Party Contractor (or, if applicable, its employee) shall be considered, as applicable, the Authorized User for purposes of the applicable license type, and all use by such contractor shall be in accordance with the terms and conditions of the License and Maintenance Agreement; Before accessing the Licensed Products, the Third Party Contractor agrees in writing that (a) the software shall be used solely in accordance with the terms of this Agreement and solely for Licensee's benefit and (b) 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 liable for any and all actions or omissions of the Third Party Contractor with respect to the use of the Licensed Products, as if such actions or omissions were the Licensee's; 5. Upon expiration or termination of this License Agreement, the rights of usage to any Third Party Contractor shall immediately terminate; 6. Use of the Software by such Third Party Contractors on Licensee's behalf will be governed by the terms of this Agreement, and will require that Licensee purchase the appropriate license for each user utilized by such contractor; 7. Any breach of this. Agreement by any Third Party Contractor(s) will be deemed to be a breach by Licensee; 8. 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; and 9. Any Third Party Contractor must sign a copy of this Addendum acknowledging that it has a copy of the License Agreement and agrees to the terms herein, further Licensee shall provide a signed copy of this Addendum for every Third Party contractor to which it has granted permission to access and/or use the licensed software; The rights granted under Third -Party Contractor Addendum, do not modify the license or increase the number of licenses granted under this Agreement. Third -Party Contractor acknowledges acceptance by signing below, and providing a copy to Azteca Systems at contracts(c'.cityworks.com. Third Party Contractor Name (Print) By: Authorized Signature Date: Standard License & Maintenance Agreement Page 14 of 14 10./16 ed. • RESOLUTION NO. 2020 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.220(D) OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO THE AGREEMENT WITH AZTECA SYSTEMS LLC, EXTENDING THE TERM FOR THREE YEARS IN THE TOTAL NOT -TO -EXCEED AMOUNT OF $171,600.00 TO PURCHASE ADDITIONAL LICENSING AND SUPPORT FOR CITYWORKS PERMITTING, LICENSING AND LAND (PLL) AND ASSET MANAGEMENT SYSTEM (AMS) SOFTWARE PLATFORM WHEREAS, the City of National City ("City") executed a contract with Govpartne on July 6, 2010 to implement Community Development Partner ("CDP") permitting and land management software; and WHEREAS, the software provides a central software platform from which City staff issues permits, manages inspections and code enforcement cases; and WHEREAS, in 2013, Cartegraph Systems Inc., a leading asset management company, acquired Govpartner to add CDP's permitting and land management capabilities to its application portfolio; and WHEREAS, Cartegraph has since changed course and discontinued further development or enhancement of CDP; and WHEREAS, the CDP permitting application currently in use, is at end -of -life and must be replaced before the vendor discontinues support in the near future; and WHEREAS, City staff recommends executing a contract with Centricity GIS to implement and integrate Cityworks Permitting, Licensing and Land and Asset Management Software as it is in the best interest of the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City does find that based on City staff recommendation that it is in the best interest of the City to waive the bid process pursuant to section 2.60.220(d) of the National City Municipal Code and hereby authorizes the Mayor to execute a First Amendment to the Agreement with Azteca Systems LLC, by extending the term for three (3) years for the total not -to -exceed amount of $171,600.00 to purchase additional licensing and support for Cityworks Permitting, Licensing and Land ("PLL") and Asset Management System ("AMS") software platform. PASSED and ADOPTED this 6th day of October, 2020. Alejandra Sotelo Solis, Mayor ATTEST: , Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney