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Res No. 66-18 RESOLUTION NO. 66-18 A RESOLUTION OF THE CITY OF DELRAY BEACH, FLORIDA APPROVING AGREEMENTS WITH BLACK & VEATCH CORPORATION AND AZTECA SYSTEMS, LLC; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THESE AGREEMENTS; PROVIDING AN EFFECTIVE DATE;AND FOR OTHER PURPOSES. WHEREAS, the City of Delray Beach ("City") is authorized to enter into agreements to provide services,programming and products in accordance with its Charter; and WHEREAS, the City requires the procurement of products and services related to Asset Management, Inventory, GIS Integration and Work Management Solution for use within the City;and i WHEREAS,the City desires to enter into separate agreements with Black&Veatch Corporation and Azteca Systems,LLC for the implementation of Cityworks asset management and work management solutions; and WHEREAS,the City Commission deems approval of this Resolution to be in the best interest of the health, safety, and welfare of the residents and citizens of the City of Delray Beach and the public at large. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA,AS FOLLOWS: Section 1. The foregoing recitals are hereby affirmed and ratified. Section 2. The City Coiilinlission of the City of Delray Beach has reviewed and hereby approves this Agreement between the City and Black &Veatch Corporation, which is attached to this Resolution as Exhibit A. Section 3. The City Commission of the City of Delray Beach has reviewed and hereby approves this Agreement between the City and Azteca Systems,LLC,which is attached to this Resolution as Exhibit B. Section 4. The City Commission authorizes the City Manager to execute the Agreement and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this Agreement. j Section 5. This Resolution shall become effective immediately upon adoption. j l PASSED AND ADOPTED in regular session on the day of 2018. �. ATTEST: Y O R katerri Johnso ity Clerk „ form d 1 fficiency: Max L0#1 -a , City Attorney C i i it i i I r 2 AGREEMENT FOR GENERAL CONSULTING SERVICES THIS Agreement,made and entered into thisI ri i�', day of J(,A'_1 , 20 I `5 ("the Effective Date"),by and between the City of Delray Beach, a Florida Municipal Corporation (hereinafter referred to as "City"), and, Black&Veatch Corporation, located at 11401 Lamar, Overland Park, KS 66211, a Corporation authorized to do business in Florida (hereinafter referred to as "Consultant"), (collectively referred to as the "Parties"). WITNESSETH: WHEREAS, the City desires to engage the Consultant to perform certain professional services pertinent to such work in accordance with this Agreement; and WHEREAS, the Consultant desires to provide such professional services in accordance with this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this Agreement, it is mutually understood and agreed as follows: I. GENERAL REQUIREMENTS 1. The relationship of the Consultant to the City will be that of a contracted Consultant. The Consultant will provide the professional and technical services required under this Agreement in accordance with generally accepted professional practices and ethical standards. No employer/employee relation- ships shall be deemed to be established and the Consultant, its agents, subcontractors, and employees shall be independent contractors at all times. 2. It shall be the responsibility of the Consultant to work with the City towards accomplishment of City objectives as set forth in the scope of services, attached hereto and incorporated herein as Exhibit"A". 3. The Consultant designatesYV' y� l ``CI(, j w: as its representative to act as liaison with the City. This representative shall manage and coordinate City projects and is hereby authorized to act on behalf of the Consultant on any related matter with respect to performance of services for the City in accordance with this Agreement. Any change to name another person as Consultant's representative shall be requested in writing to the City, and must be pre- approved by the City. 4. As specified or as defined in Exhibit A, Consultant shall attend meetings of the City Commission or other City approval Board where the project is ,tical= 1 discussed, unless the City otherwise informs Consultant that such attendance and participation is not required. In addition, the Consultant shall attend all additional meetings as may be required to facilitate the project. II. EFFECTIVE DATE The term of this Agreement shall be as of the effective date through the final acceptance by the City of the Project as defined in the Scope of Services, unless terminated earlier in accordance with the terms set forth herein. III. COMPENSATION The City shall compensate Consultant, in compliance with the Pricing Schedule attached hereto and incorporated herein as Exhibit`B". IV. MISCELLANEOUS PROVISIONS A. Insurance: Without limiting any of the other obligations or liabilities of the Consultant, the Consultant shall, at his own expense, provide and maintain in force, until all of its services to be performed under this Agreement have been completed and accepted by the City (or for such duration as it otherwise specified hereinafter), the following insurance coverages: i. Worker's Compensation Insurance to apply to all of the Consultant's employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. a. Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. ii. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21 06 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors C. Products and Completed Operations - Consultant shall maintain in force until at least three years after completion of all services required under this Agreement, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific Agreement. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. Prior to commencement of services, the Consultant shall provide to the City Certificates of Insurance evidencing the insurance coverages specified above All policies covered shall be endorsed to provide the City with thirty(30) days' notice of cancellation and/or restriction. The City shall be named as an additional insured as to Consultant's liability on a 1 1 policies referenced a b o v e . The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifically to this Agreement and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this Agreement. The Consultant shall also make available to the City a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review at the Consultant's place of business. Upon request, the Consultant shall provide copies of all other insurance policies. If the initial insurance policies required by this Agreement expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the City with thirty (3 0) days' notice of cancellation and/or restriction. The Consultant's insurance including pp Y that applicable to the Cit as an Additional Insured, shall apply on a primary basis. B. Inspector General: Palm Beach County has established the Office of the Inspector General,which is authorized 'r and empowered to review past, present, and proposed County programs, contracts, t transactions, accounts and records. The Inspector General (IG) has the power to subpoena witnesses, administer oaths,require the production of records, and monitor existing projects and programs. The Inspector General may, on a random basis, perform audits on all City contracts. C. Public Records: IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1sT AVE., DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY PHONE AT 561-243-7050 OR VIA EMAIL AT PU LIC ECO S E UEST a> Y EL YB AC .0 I'age 13 Consultant shall comply with public records laws, specifically to: i. Keep and maintain public records required by the City to perform the service. ii. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statute or as otherwise provided by law. iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Consultant does not transfer the records to the City. iv. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perforin the service. If the Consultant transfers all public records to the City upon completion of the Agreement,the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement,the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. V. If the Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. D. Assignment: Consultant shall not assign, transfer, hypothecate, or otherwise dispose of this Agreement, including any rights, title, or interest therein, or its power to execute such contract to any person, company, or corporation without the prior written consent of the City. Assignment without the prior consent of the City may result in termination of the Agreement. E. Confidential Information: During all times that the Consultant is employed on behalf of the City and at all times subsequent to the date of this contract, all discussions between the City and the Consultant and all information developed or work products produced by the Consultant during its employment and all matters relevant to the business of the City not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the yFr 14 Consultant and shall not be revealed to other persons without the express written permission of the City, unless mandated by order of the court. F. Sub consultants: In the event the Consultant, during the course of the work under this Agreement requires the services of any subcontractors or other professional associates in connection with services covered by this Agreement, Consultant must secure the prior written approval of the City. G. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: For Consultant: Black&Veatch, Corporation 8461 Lake Worth Rd, suite 177 Lake Worth,FL 33467 Attn: Isabel C. Botero,Project Manager For City of Delray Beach: City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 Attn: City Manager With a copy to: City Attorney's Office 200 NW 1St Avenue Delray Beach, FL 33444 Attn: R. Max Lohman, Esq. H. Attachments: The Scope of Services and Compensation Schedule are hereby incorporated within and made an integral part of this Agreement. I. Personnel: age, 15 f The Consultant represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this Agreement. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. J. Termination: i. Termination for Convenience The City, at its sole discretion, reserves the right to terminate this Agreement with or without cause immediately upon providing written notice to Consultant. Upon receipt of such notice, Consultant shall not incur any additional costs under the contract. The City shall be liable only for reasonable costs incurred by Consultant prior to the date of the notice of termination. The City shall be the sole judge of "reasonable costs." ii. Termination for Default The City reserves the right to terminate this contract, in part or in whole, in the event Consultant fails to perform in accordance with the terms and conditions stated herein by providing written notice of such failure or default and by specifying a reasonable time period within which Consultant must cure any such failure to perform or default. If the Consultant fails to cure the default within the time specified, the City may then terminate the Agreement by providing written notice to Consultant. The City further reserves the right to suspend or debar Consultant in accordance with the appropriate City ordinances, resolutions, and/or policies. Consultant will be notified by letter of the City's intent to terminate. In the event of termination for default,the City may procure the required goods and/or services from any source and use any method deemed in its best interest. K. Indemnification: Consultant shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense,which the City or its officers,employees,agents, or instrumentalities may incur as a result of claims, demands, suits,causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of the agreement by Consultant or its employees, agents, servants, partners, principals, or subcontractors. Consultant shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs,judgments, and attorney's fees which may be incurred thereon. Consultant expressly understands and agrees that any insurance protection required by this contract agreement or otherwise provided by Consultant shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein provided. L. Compliance with Laws: The Consultant shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the City Of Delray Beach as amended from time to time. M. Governing Law and Venue: This Agreement and all transactions contemplated by this agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to any contrary conflicts of law principle. Venue of all proceedings in connection herewith shall lie exclusively in Palm Beach County, Florida, and each party hereby waives whatever its respective rights may have been in the selection of venue. N. Attorney's Fees: It is hereby understood and agreed that in the event any lawsuit in the judicial system, federal or state, is brought to enforce compliance with this contract or interpret same, or if any administrative proceeding is brought for the same purposes, each party shall pay their own attorney's fees and costs, including appellate fees and costs. O. Extent of Agreement: This Agreement represents the entire integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations or Agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any way. P. Fiscal Funding Out: The City's obligation pursuant to this Agreement is specifically contingent upon the lawful appropriation of funds. Failure to lawfully appropriate funds shall result in automatic termination of this Agreement. [Remainder of Page Intentionally Left Blank] Page 17 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereinafter written. CITY (���F-D'EI°J Y,BEACH, L RIDA [SEAL] ' a i Shy Petrolia, Mayo ATTEST: By: 1 aterri Johnson City Clerk APPROVED TO FOR, LEG„ NC w Max o an, City Attorney CONSULTANT M , [ By-. �.. � Awq Printe Name eegTitle STATE OF _ COUNTY OF The foregoing instrument was acknowledged before me this So'day of 010 12018, by � fid, a� , as kjocd � V6 (name of officer or agent,Aitle of officer or agent), of (name of corporation acknowledging), a (state or place of incorporation) corporation, on behalf of the corporation. He/She is personally known to me ormmhhas�produced (type of identification) as.identification Notary Public— State of<st KEVIN CEVALLOS �* Commission 0 FF 911997 r a RAY commission Expires a „ August 23. 2019 Page8 0 BLACK&VEATCH BLACK&VEATCH CORPORATION Building a world of difference. 8461 LAKE WORTH RD,SUITE 166 LAKE WORTH,FL 33467 +1954465-6872) FRIASRE@BV.COM EXHIBIT A SCOPE OF SERVICES May 29, 2018 City of Delray Beach 150 NW 1st Avenue Delray Beach, FL 33444 Attention: Don Marese, IT Project Manager Subject: Cartegraph to Cityworks System Migration/Implementation for Utilities Thank you for the opportunity to present this scope of work(SOW) to support the City of Delray Beach Utilities Department(Department) with the migration from Cartegraph Navigator to Cityworks AMS in support of its asset management efforts.The SOW presented below comprises the fundamental tasks that should be performed for the successful migration from Cartegraph to Cityworks within the time- frame identified by Department staff. SCOPE OF WORK The SOW provides the detailed tasks necessary to install Cityworks Server AMS and migrate the identified legacy work history data from the current Cartegraph environment to Cityworks Server AMS for the Department. Each task is described, in detail, along with the specific deliverables, Department responsibilities, and assumptions utilized to develop the associated level of effort necessary to complete each task. Task 100—Project Kickoff and Prosect Controls Subtask 101—Project Kickoff meeting Black&Veatch will conduct a project initiation meeting with the Department to discuss project requirements, review pertinent available data, review project staffing and organization, and develop a project schedule and milestones that include both Black&Veatch and anticipated Department resource requirements. Black&Veatch will prepare minutes of meeting and distribute to meeting attendees. Subtask 102—Project Controls This Subtask will encompass efforts required for schedule control, project execution,trend management, coordination support, and other requirements needed to complete the tasks described in the SOW. Black&Veatch understands the need for effective and punctual communication throughout this project. As part of the project kickoff, a communications plan will be created to define points of contact and protocols for communications including mutually agreed response times, communication formats, and management of project risks. Task 200— Planning Subtask 201 —Existing System Review& Migration Planning I I May 29, 2018 1 PAGE 2 Black&Veatch will begin planning for the migration of Cartegraph to Cityworks by reviewing existing work management data and GIS environment. To begin the review process, Black&Veatch will remotely review the existing Cartegraph and GIS databases to understand the existing environment. The system assessment will focus on: Cartegraph Data o Activity Types: Work Orders, Requests, Inspections o Configuration Data to Migrate (Employees, Materials, etc.) o Data Quality o Asset Registry GIS System o Geodatabase Design o Data Quality o System Architecture o Linking to Work History With a baseline understanding of existing environments, a planning workshop will be held with Department staff to review initial findings and discuss options for the deployment of Cityworks.These options may include the volume or type of work history to be migrated, if any; confirmation of existing inquiry and work requests; and potentially the mapping of up to 3 key business processes. Mapping of business processes is largely intended to occur in Phase 2, but if enough historic data is excluded from Cartegraph data migration,then Black &Veatch can use the resources planned for data migration to map and configure Cityworks against specific business process workflows. Black &Veatch will take the information gathered during the review and create a system review and recommendations document that will provide the results of the review for the existing system and tasks required to facilitate the migration from to Cityworks. Tasks defined may include: Updates to configuration data (employees, materials, etc.) Updates to geodatabase schema to best work with Cityworks Historic data cleanup to prep for migration Updates to select business processes, if additional resources are available from data migration. Deliverables System Review& Migration Planning Workshop Cartegraph to Cityworks Migration System Review and Recommendations Document Department Responsibilities Provide Cartegraph and GIS Databases at project initiation Schedule with staff, provide facilities for migration planning workshop Assumptions The Department will be responsible for completing recommended tasks with support provided as needed by Black&Veatch Subtask 202—System Migration Plan To migrate data from Cartegraph to Cityworks,the Black &Veatch team will create a System Migration Plan that will detail the data to be migrated and the methodology used for data migration. In addition to May 29, 2018 1 PAGE 3 defining data being migrated out of Cartegraph,the plan will define Cityworks configuration details needed to setup the new system.The migration plan will include: Data Sources and Destinations Table and Field Mappings for Cartegraph to Cityworks o Configuration Data o Work Orders o Service Requests o Inspections Asset Data from Cartegraph to GIS o Attaching Work History to GIS o Mapping Premises to Assets o Asset Details Stored in Cartegraph Missing in GIS (New Records and Attribute Updates) Data Migration Methodology o Scripting/Loading Cityworks Configuration o Domains, Groups, &Security o GIS Services o Preferences & Emailing o Emailing Deployment Plan Much of the content for the migration plan will be developed by expanding on information from the system review and recommendations document. A System Migration & Configuration Workshop will be conducted to review/confirm historic data migration mapping and to work with the Department to finalize Cityworks configuration options required for system setup. Configuration data (employees, materials, equipment...)taken from Cartegraph will act as a baseline for configuration planning. The Department will have the ability to provide updated configuration data to incorporate into the plan. Deliverables System Migration & Configuration Workshop Cartegraph to Cityworks System Migration Plan Department Responsibilities Review data migration field/table mappings prior to workshop Schedule with staff, provide facilities for workshop Provide approval of Cartegraph to Cityworks Migration System Migration Plan prior to migration activities Assumptions There may be data from Cartegraph that cannot be migrated to Cityworks. In these cases, no customizations will be made to Cityworks to store this data Treatment plant migration will be one for one with existing work order types for Phase 1. Preventive Maintenance schedules,tasks, and activities will not be created as part of Phase 1. m nli� May 29, 2018 1 PAGE 4 Task 300— Implementation Subtask 301—Cityworks Installation During this task, a Cityworks Test/Train and a Cityworks Production environment will be installed in a local environment. Once all components are installed and licensed, the Department Cityworks administrator will be able to login to each environment and validate connectivity. Once installed and validated, Black& Veatch will work with Department staff to verify that the Cityworks installations are able to communicate with the Department's ArcGIS mapping environment. Deliverables Installed Cityworks Test/Train Environment Installed Cityworks Production Environment Department Responsibilities Provide access to application/database server environments where Cityworks will be installed Validate connectivity to Cityworks environments Provide access to Departmental Esri map services Acquire all necessary Cityworks licensing prior to installation Assumptions Department map services will be made accessible to the Cityworks environment Black &Veatch will be named as an authorized user with appropriate permissions to the Cityworks environments Cityworks licensing will include appropriate licenses for mobile options to be implemented and deployed Subtask 302—Cityworks Configuration Based in the information defined in the System Migration Plan, Black&Veatch technical staff will fully configure the Cityworks system. Configuration must occur prior to developing any data migration scripts to ensure that correct template IDs are used to map to the production configuration. High level configuration items include but are not limited to: Activity Templates: Work Orders, Service Requests, Inspections Resources: Employees, Materials, Equipment, Crews, Contractors Site Setup: Inboxes, Design/Navigation, GIS Services &Assets, Permissions Preferences: Emailing, Statuses, Priorities, and Other Pick Lists Once configured, the Department Cityworks administrator(s) can login to confirm the configuration is completed per the plan. Deliverables Configured Cityworks Environment Department Responsibilities Validate Cityworks configuration 1 May 29, 2018 1 PAGE 5 Assumptions Cityworks configuration will be primarily focused on a direct migration from Cartegraph with no business process improvements being implemented unless agreed upon in task 201 Remote access to the Departments Cityworks environments will be provided to Black&Veatch to facilitate remote Subtask 303—Data Migration With the configuration complete, Black&Veatch staff can use the production configuration data/IDs to develop/finalize data migration scripts as defined in the system migration plan. Once the scripts are ready, a test data migration will be performed in the Cityworks Test/Train environment. Once the data has been loaded and verified by Black&Veatch, Department staff can login to the system and review the migrated data. After Department staff has reviewed the test migration, it will have the opportunity to provide feedback during a Test Data Migration Review Workshop, Using feedback gathered during the workshop, data migration scripts will be updated as needed to adjust for Departmental feedback. Once scripts have been updated, a second test data migration will be performed in the Test/Train environment. Department staff will review the migrated data to confirm changes we made as requested. Minor feedback during this test will be incorporated into final scripts. Once the migrated data has been verified by the Department, scripts will be finalized. Following the deployment plan contained in the System Migration plan, a final copy of the Cartegraph data will be used to create a production set of migration scripts. These scripts will be run in the Cityworks Production environment just prior to system go-live. Deliverables Test Data Migration Load in Test/Train Environment—Round 1 I Test Data Migration Load in Test/Train Environment—Round 2 Final Data Migration Load in Production Environment Final Data Loading Scripts Department Responsibilities Review and provide feedback for test data migration (Rounds 1 &2) Validate and provide approval for data migration after final test update Assumptions Test data loading will only be performed a total of two (2) times Task 400— Deployment Subtask 401 —Training Just prior to system go-live, both system administrator and up to 40 end-users will be given instructor-led hands-on training with the Department's Cityworks environment. System administrators will be provided with training that should allow them to manage the Cityworks system after the completion deployment of the new system. End-user training will be role-based to allow users to be trained only on specific Cityworks functionality that each user will encounter daily. Each user will be provided with brief cheat sheets for commonly used Cityworks functions that can be easily referenced after training. May 29, 2018 1 PAGE 6 mlimliw=@�E= Cityworks System System Administrators 2-3 2 Days Administration Introduction to Cityworks All Users up to 10 2 Hours per class - inbox - Mapping Service Requests Supervisors, up to 10 2 Hours per class - Creating Superintendents, - Updating Management, Office Staff - Searching Work Orders& Inspections Supervisors, up to 10 4 Hours per class - Creating Superintendents, - Updating Management,Office Staff, - Searching Crew Leads, Field Staff Storeroom Warehouse Managers& 4-6 4 Hours per class Warehouse Staff Deliverables On-Site Cityworks Administrator Training—2 Days On-Site End-User Training—8 Days Cheat Sheet Documentation— Hard Copy and Digital Department Responsibilities Provide training facilities and all necessary hardware for training sessions Coordinate with Department staff to attend training Assumptions In addition to training cheat sheets, standard Cityworks training materials will be provided in electronic format Subtask 402—Go Live When end-users begin to use Cityworks as part of their daily activities, Black&Veatch will provide on-site go-live support to respond quickly to any issues that may arise. Initial go-live of a new system can be stressful and can tax an organization's normal support infrastructure.Augmenting City staff with Black& Veatch experts during initial system cutover will help with Department staff adapting to the new system and minimizing any drop in efficiency. By embedding support staff in the field with users any issues can be more quickly identified,verified, and addressed. In addition to providing on-site support, Black&Veatch will provide ongoing remote support for any issues that may arise. Ongoing support will be initiated by a Department Cityworks administrator as needed. The flow of support through the administrator(s) provides valuable experience and creates opportunities for Black&Veatch staff to coach these the administrator(s)through various support scenarios. Deliverables On-Site Go-Live Support—2 Staff for 2 Days, or 1 Staff for 4 Days Ongoing Remote Support—Up to 40 Hours mil May 29, 2018 1 PAGE 7 Department Responsibilities Department Cityworks Administrator(s) will initiate ongoing support requests Assumptions None Task 500— Phase 2 Planning Subtask 501—Business Process Improvement Planning Typically, during a system implementation, Black&Veatch will review an organization's business processes related to the use of the new system. The review and documentation of these processes provides an understanding of how work is performed within the Department and process improvements are made where appropriate. With the knowledge of how work is performed, Cityworks configurations are designed to support business processes to make transitioning to a new system less impactful for users. During this planning task, Black &Veatch will work with the Department to identify business processes within the organization that would benefit from a process review and modification effort. Recommendations for business process reviews will be documented in a Business Process Improvement Planning Memo. Deliverables Business Process Improvement Planning Memo Department Responsibilities Provide input on existing business processes that may need improvement Assumptions None Subtask 502—Integration Planning The Department has identified a need to integrate Cityworks with other City systems. Black&Veatch will work with Department staff to determine which systems will integrate with Cityworks. Cityworks integration planning workshops will be held to define high-level integration requirements for each system. These requirements will be documented in a Cityworks Integration Plan document. In addition to high-level requirements, integration process, estimated time-frames, and budgets will be provided for each system as part of the plan. It is understood that the following systems are being considered for integrations to Cityworks: GovQA Tyler New World There may be other integrations that the City would also like to consider. Common integrations with Cityworks include SCADA and CCTV amongst others. While these are not currently under consideration Black&Veatch will work with Department staff to determine other systems to include in the plan. Deliverables Cityworks Integration Planning Workshop on= r' May 29, 2018 1 PAGE 8 Cityworks Integration Plan Document Department Responsibilities Provide meeting spaces and coordinate staff for workshops Assumptions No system integration development will occur during this task Task 503—Cityworks Expansion Planning Once the system migration has taken place, Black&Veatch will work with City staff to determine if there are opportunities for other City departments to use Cityworks to support their business needs. A series of meetings will be setup with City departments to discuss the departmental needs and potential to use Cityworks as a solution. With information gathered during the meetings, Black&Veatch will create a Cityworks Expansion Planning memo that provides a high-level plan for implementing Cityworks for other City departments. Deliverables Cityworks Expansion Planning Workshops—up to 2 days total Cityworks Expansion Planning Memo Department Responsibilities Provide meeting spaces and coordinate staff for workshops Assumptions Detailed budgets will be prepared after completion of the Phase 2 planning workshops and requirements are further understood. For budget planning purposed the following ranges are likely to be encountered for Phase 2 activities: o Task 501— Business Process Mapping (and user interface configurations)-$50,000- $100,000 o Task 502—Integration Design -$20,000-$75,000 o Task 503—Cityworks Expansion -$50,000-$150,000 depending on the number of departments, data quality and number of additional users. PROJECT SCHEDULE Based on this SOW, we estimate that project execution should not exceed 20 weeks or 5 months (To Be Confirmed)with system go-live occurring in September 2018. We will work closely with the City to minimize project duration as much as practical. PROJECT COST Cost of services is included in Exhibit B—Compensation. mugs= ATTACHMENT B COMPENSATION This attachment describes the conditions for payment for the services to be provided under the dispositions of the Agreement for Engineering Services (Agreement) executed by Black & Veatch Corporation (Engineer) and the City of Delray Beach, (Owner), effective 1. Contract Value The Owner will compensate the Consultant a lump sum amount of.two hundred two thousand, three hundred and thirty-four dollars **$202,334.00**, for the services defined in Attachment A,Phase 1,Tasks 100 thru 500. The value of services, for Phase 2 Cityworks Expansion Implementation, is a maximum not to exceed amount of.three hundred twenty-five thousand dollars**$325,000.00**. 2. Compensation and Payment Consultant will present monthly invoices based on percent complete of each task as follows: Task 100:Project Kickoff and Project Controls 7713�0 9,723.00 Task 200:Planning2,415.00 Task 300:Implementation 3,756.00 Task 400: Deployment , 0.00 Task 500:Phase 2 Planning/Assessment $24,640.00 Phase 1 -Engineering Services Sub-Total: $202,334.00 Phase 2—Cityworks Expansion Implementation—Not-to-Exceed $325,000 Phase 2-Engineering Services Sub-Total: $325,000 TOTAL $527,334 1 Azteca Systems, LLC Cityworks11075 South State Street,Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 Pricing Quotation Quote Number 00002588 Created Date 4/30/2018 Expiration Date 7/30/2018 Contact Info Contact Name Don Marese Prepared By Emily Davies Company Name City of Delray Beach, FL Email edavies@cityworks.com Phone (561)243-7146 Email marese@mydelraybeach.com i i i it CW.ELAAMSPRE.Tier1 ELA-SERVER AMS PREMIUM Discounted for first year 1.00' $55,000.00 $55,000.00 Total Price $55,000.00 Grand Total $55,000.00 Support Period Notes and Amounts Support Notes#1 06/01/2018-05/31/2019 Support Amount $55,000.00(31% Discount) Support Notes#2 06/01/2019-05/3'1/2020 Support Amount $70,000.00(12% Discount) Support Notes#3 06/01/2020-05/31/2021 Support Amount $80,000.00 Notes Quote Notes Server AMS Premium Enterprise License Agreement(ELA), Includes Unlimited Quantities of the Identified Products: Office Tablet Respond Mobile Native Apps(for iOS/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts Cityworks for Excel Cityworks Analytics for AMS eURL(Enterprise URL) Operational Insights 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 Use of Cityworks AMS Application Programming Interfaces(APIs)with third party system integrations Annual fee herein is based on 50,001 - 100,000 population range AZTECA SYSTEMS QUOTATION TERMS AND CONDITIONS COPYRIGHT 1995-2018 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. Cftyworks� Azteca Systems, LLC 11075 South State Street,Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 Unless otherwise referenced,this quotation is for the Cityworks software 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 custorner. Currently, Cityworks supports Oracle and SOL 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 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. Order Process The order process is initiated when Azteca Systems receives either a Purchase Order with invoicing instructions or some form of advance payment.Additional documents will be required including,the Cityworks Software License Agreement,Addendums to the software license agreement,and Cityworks Site Profile to complete your order.The need for these documents may vary by the type of software ordered or generally accepted industry practices. Please consult your Account Representative for assistance. If delivery must be expedited, please notify your Account Representative. To expedite your order,please reference this quotation number. Software Licensing All 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. These items are controlled by the U.S.Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee,client, licensee,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. Delivery Allow thirty-days(30)from Azteca System's receipt of the Purchase Order,signed Software License Agreement, Maintenance Addendum,and other documents,as required. Delivery method is by way of download through Azteca Systems, LLC customer support web portal. Payment Terms Net thirty(30)days. 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. Accepted by: Title Date 0 BLACK&VEATCH TER DOCUMENT TRANSMITTAL FORM To: Don Marese Date: 6/1/2018 City of Delray Beach From: Isabel Botero 150 NW 1st Avenue Phone: (754) 229-3044 Delray Beach, FL 33444 Email: BoteroI@bv.com Project/Phase Number: Multiple Project Name: Multiple File Number: 11.1300 Attached: ❑ Full Size Prints ❑ Half Size Prints ❑ Shop Drawings ❑ Specifications ❑ Change Order ❑ Submittal ❑ RFI ® Other-List Items: Contracts Copies Date Description 3 5/30/2018 1 Agreement For General Consulting Services These Documents are Transmitted: ❑ For Approval ❑As Requested ❑ For Your Use/ Information ❑ For Review/Comment Documents Sent Via: Federal Express: ® Priority ❑ Standard ❑ Two Day ❑ U.S. Mail ❑ Other-List: Remarks: Signed: 5- Name: Isabel C. Botero cc: Page 1 of 1 CONTROLLED when read online WTR-FM-QA-0503,dtd 6/21/2016 Printed copy is UNCONTROLLED Azteca Systems,LLC,11075 South State,Suite 24•TEL 801.523.2751•FAX 801 523.3734 C itywo�r s wtvw,crtywcrr Es,�,c_ero.i� CITYWORKSO LICENSE AND MAINTENANCE AGREEMENT This Software License and Maintenance Agreement made by and between Azteca Systems,LLC("Azteca Systems")a Delaware limited liability company,with a place of business at 11075 South State,Suite 24, Sandy,Utah 84070 USA and the City of Delray Beach,Florida,using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon delivery of Licensed Products(the"Effective Date"), Azteca Systems Products are licensed under the terms and conditions of the 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 License Agreement. This signed Agreement includes(i)this License and Maintenance Agreement,(ii)Addendum#1—Product Licensing, (iii)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. ARTICLE 1—DEFINITIONS 1.1 Definitions.The terms used are defined as follows: a. "Agreement"means this Software License Agreement between Azteca Systems and Licensee,inclusive of all schedules,exhibits,attachments,addenda and other documents incorporated by reference. b. "Authorization Code(s)"means any key,authorization number,enablement code,login credential, activation code, token,account user name and password,or other mechanism required for use of a Product. C. "Authorized User"or"User"shall mean:(i)a direct user of the Licensed Products, including but not limited to Licensee's employees;(ii)Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee,or(iii)members of the public gaining access to,and only limited use of,the Licensed Products via the Software's public web portal(if applicable). Other than limited use of the Products through the software's web portal,the public is not considered an authorized user. d. "Client Data"means the data provided or inputted by or on behalf of Licensee,including personally identifiable information,for use with the Software. e. "Covered Software"shall mean the particular Cityworks Software,scripts,interfaces and custom code identified in Addendum#1. f "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 Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the Licensed Products by,or use of the Licensed Products in the provisions of services to,Licensee's clients or customers. Internal Use also includes use of the Licensed Products by contractors of Licensee,including contractors providing outsourcing or hosting services,as long as Licensee assumes full responsibility for the compliance with this Agreement in such use.Use of the Licensed Products(or any part thereof)for the benefit of others,whether by means of a software as a service offering,service bureau application,application service provider,outsourcing or other means of providing service to any third party shall not be considered Internal Use. j. "Licensed Products"or"Products"shall mean the portion of the Cityworks Software and the Standard License&Maintenance Agreement Page I of 15 10/16 ed. Documentation to which Licensee has purchased a License as identified as specified in Addendum#1 attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that Azteca Systems may at its discretion deliver to Licensee.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. "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 42. 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 protect Products from unauthorized use,reproduction,distribution,or publication.Azteca 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 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 terms set forth in Addendum 3.In addition to the Scope of Use in Article 4,Addendum#1 --Product Licensing which applies to specific Products,Addendum#2—Standard Maintenance and Support,and Addendum#3 —Third Party Contractor Acknowledgment(if applicable)collectively,are incorporated 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 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 15 10116 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: 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,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©[Licensee will insert the actual copyright dates)from the source materials]Azteca Systems,LLC. and its licensors.All rights reserved." C. Consultant or Contractor Access. Subject to Section 3.1 and Addendum#3,Azteca Systems grants Licensee the right to permit Licensee's Third Party Consultants or Contractors to use the Products exclusively and solely for Licensee's benefit. Licensee must comply with terms and provisions of Addendum#3 and provide a copy to Azteca.Licensee shall be solely responsible for compliance by Thud 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 for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods(e.g.,advertising or by charging for access to the site or service); e. Redistribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to,extensions,components,or APIs; f. Redistribute Authorization Codes; g. Reverse engineer,decompile,or disassemble Products; h. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products; Standard License&Maintenance Agreement Page 3 of 15 10/16 ed. i. Upload or transmit content or otherwise use Products in violation of third-party rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable law or government regulation; j. Remove or obscure any Azteca Systems(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs,Licensee may not unbundle or independently use individual or component parts of the Products,Software,or Online Services; 1. Unbundle or independently use the individual or component parts of Software or Online Services; in. Incorporate any portion of the Software into a product or service that competes with the Software; n. Publish the results of benchmark tests run on 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 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 Term Maintenance Period. 5.4. In the event that either funding from Licensee or other sources is withdrawn,reduced,or limited,or the authority of Licensee to perform any of its duties is withdrawn,reduced,or limited in any way after the Effective Date of this Agreement and prior to normal completion,the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty(30)days' written notice to the other party. 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(1)year,which will allow Licensee to retain the ability to access records and data contained in the Software or allow Licensee to create digital copies of all files needed by the Licensee for the same period.If Licensee needs to retain access to records or data for a period longer than one(1)year,in order to transfer data to another system,Azteca will consider reasonable requests to extend beyond one(1)year. 5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems Standard License&Maintenance Agreement Page 4 of 15 I0/16 ed. shall remain in force should breach or termination of any kind occur. 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 shall be limited,at Azteca Systems'sole discretion,to(i)replacement of any defective media;(ii)repair,correction,or a workaround for Software or Online Services subject to the Azteca Systems Maintenance 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 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 ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES; Standard License&Maintenance Agreement Page 5 of 15 10116 ed. INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANY INDIRECT,SPECIAL, 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. 7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems.The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Azteca Systems shall defend,indemnify as described below,and hold Licensee harmless from and against any loss,liability,cost,or expense,including reasonable attorneys'fees,arising out any claims,actions,or demands by a third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright,or trademark,provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;and d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems'request and expense. 8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Azteca Systems,at its own expense,may either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality.If neither alternative is commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing item(s).Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and refund the unused portion of fees paid,prorated for the current maintenance 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 15 10116 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.New or updated Products and subscription renewals will be licensed under the then-current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,re- 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 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.Either party will have the right to seek an injunction,specific performance,or other equitable relief without the requirement of posting a bond or proving an injury as a condition for relief. 9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee under this License Agreement.If Licensee is a US government entity or US government contractor,Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202.Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS.The commercial license rights in this License Agreement strictly govern Licensee's use,reproduction,or disclosure of Products. Azteca Systems Software source code is unpublished,and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which computer(s)on which Software is installed are transferred. If any court,arbitrator,or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the portions affected. 9.10 Governing Law and Disputes. This License Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to conflict of laws principles,except that US federal law shall govern in matters of intellectual property.Any dispute arising out of or relating to this License Agreement Standard License&Maintenance Agreement Page 7 of 15 10116 ed. or the breach thereof shall be resolved in the following order: • Consultation and negotiation in good faith and a spirit of mutual cooperation; • Mediation,by a mutually acceptable mediator chosen by the parties,which cost is shared equally; • If the matter cannot be settled through negotiation or mediation,then the parties of this agreement submit to the jurisdiction of the Circuit Court of Palm Beach County Florida,except in the matters of intellectual property wherein jurisdiction is vested in any Federal District Court. 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#2. 9.12 Feedback.Azteca Systems may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions,any improvements to Cityworks Software or Products,and any related intellectual property,are owned by Azteca Systems. 9.13 Patents.Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is based on or incorporates any Azteca Systems technology or services.This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services, or any portion thereof,are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement.This License Agreement,including its incorporated documents,addendums,and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,understandings,and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders,invoices,or other standard form documents exchanged during the ordering process,other than product descriptions,quantities,pricing,and delivery instructions, are void and of no effect.Any modification(s)or amendment(s)to this License Agreement must be in writing and signed by each party 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 SYSTEMS,LLC CITY OF DELRAY BEACH,FL—(LICENSEE) By: By: Name: Brian L.Haslam Name: Mark R. Lau.4—r r Title: President-CEO Title: City Manager Date: Date: „� M-5 / 3 " ATTEST® Cid lark Standard License&Maintenance Agreement Page 8 of 15 10/16 ed. ADDENDUM#1 PRODUCT LICENSING 1. Licensed Software: Server AMS Premium Enterprise License Agreement(ELA),Includes Unlimited Quantities of the Identified Products: Office Tablet Respond Mobile Native Apps(for iOS/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts Cityworks for Excel Cityworks Analytics for AMS eURL(Enterprise URL) Operational Insights 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 Use of Cityworks AMS Application Programming Interfaces(APIs)with third party system integrations 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. Notices& Licensee Information: Until or unless otherwise,modified,all notices relevant to this agreement shall be sent to the following address: Azteca Systems,LLC City of Delray Beach 11075 South State, Suite 24 150 NW 1 s`Avenue Sandy,Utah 84070 Delray Beach, FL 33444 Attn: Don Marese E-mail: pi,a sc4�, Dcic Phone: 561.243.7146 3. Delivery Date/Effective Date of Software MM/DD/YYYY 06/01/2018 Standard License&Maintenance Agreement Page 9 of 15 10/16 ed. 4. Schedule of Payments and Fees under License and Maintenance Agreement Support Period Date Amount From/To(mm/dd/ ) Period 1 08/01/2018—07/31/2019* $55,000.00 Period 2 08/01/2019—07/31/2020 $70,000.00 Period 3 08/01/2020—07/31/2021 $80,000.00 Delivery date and start of support date is estimated to be August 1,2018. In the event the Delivery/Start date changes,a signed quote may be used to set forth the actual start date and for the annual support. 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 15 10116 ed. 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 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 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 I0.x to rev 11.x),however Azteca Systems will make all reasonable efforts to provide upward compatibility. 1.2. Azteca Systems shall,without additional charge(except as allowed for in paragraph 3.4),during the term of this Agreement provide the following: (a) Software Updates. Software Updates includes Upgrades and service packs which are a collection of files that enhance or correct the 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 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 Azteca; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Licensee Data debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software,including but not limited to neglect,abuse, unauthorized modifications and/or unauthorized updates; (f) Consulting regarding customizations created to function with the Covered Software unless the customization is identified and listed as Covered Software in Addendum 1; (g) Assistance with applications which are not part of a standard life cycle,such as preview, beta,or candidate releases;and (h) Questions such as configuration,implementation and walk-throughs. 1.4 Support Periods are renewable unless terminated as provided in Section 3 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone,email, web-based ont)and after hours support as set forth in Section 1 of this Addendum. Standard License&Maintenance Agreement Page I 1 of 15 10116 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 support website center for Authorized Callers to submit technical issues,chat with technical specialists,track technical support incidents through the`MyCityworks'portal,and view technical articles,updated product documentation,blogs, links to forums,and technology announcements. The support and care website can be found at http://www.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 15 10116 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. 3.2. 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 longer receive Software updates released after the Maintenance term's expiration. If Licensee does not reinstate Maintenance within thirty(30)days of the expiration date,Licensee will no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.4. 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. 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,database structure, or database values,and related Brig 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 Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems. 4.3. Florida Public Records: IF AZTECA SYSTEMS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AZTECA SYSTEMS' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. IST AVE., DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY PHONE AT 561-243-7050 Standard License&Maintenance Agreement Page 13 of 15 10116 ed. OR VIA EMAIL AT C1 °Y "1,1191 ( _ °. 3 ? C" t IT Azteca Systems agrees to abide by the Florida Public Records law as may be applicable to Azteca Systems specifically to: i. Keep and maintain public records required by the Licensee to perform the service. ii. Upon request from the Licensee's custodian of public records,provide the Licensee with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statute or as otherwise provided by law. iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if Azteca Systems does not transfer the records to the Licensee. iv. Upon completion of the Agreement, transfer, at no cost, to the Licensee all public records in possession of the Azteca Systems or keep and maintain public records required by the Licensee to perform the service.If Azteca Systems transfers all public records to the Licensee upon completion of the Agreement, Azteca Systems shall destroy any duplicate public records that are exempt or confidential and exempt fi•om public records disclosure requirements.If Azteca Systems keeps and maintains public records upon completion of the Agreement, Azteca Systems shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Licensee,upon request from the Licensee's custodian of public records, in a format that is compatible with the information technology systems of the Licensee. v. If Azteca Systems does not comply with this section, the Licensee shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. vi. Inspector General. Azteca Systems is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract and may demand and obtain records and testimony from Azteca Systems and its sub licensees and lower tier sub licensees.Azteca Systems understands and agrees that in addition to all other remedies and consequences provided by law,the failure of Azteca Systems to fully cooperate with the Inspector General when requested may be deemed by the Licensee to be a material breach of this Agreement justifying its termination. Standard License&Maintenance Agreement Page 14 of 15 10116 ed. ADDENDUM#3 THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee engages any Third Party Contractor and desires to grant access to or permission to use the licensed software,the access may be granted subject to the following terms conditions and provisions: 1. Access and use of the Licensed 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; 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 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 c,cntrct. r c;i(ayu!r lc ,c77u. Third Party Contractor Name(Print) By: Authorized Signature Date: Standard License&Maintenance Agreement Page 15 of 15 10116 ed.