Loading...
HomeMy WebLinkAboutContract CAG-14-043 (1 of 3 ) PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this c2 day of 2014 by and between the City of Renton located at 1055 South Grady Way Renton,WA 98057 hereinafter referred to as "City," and AZTECA SYSTEMS;INC., a Utah corporation of 11075 South State Street, Suite 24, Sandy, UT 84070 hereinafter referred to as "Consultant." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged,the parties hereto agree as follows: 1. Purpose: City agrees to hire Consultant as an independent contractor to perform for City services described in the Scope of Work attached hereto as Exhibit"A" and by this reference made a part hereof. 2. Effective Date: This Agreement is effective upon the date of its execution and will terminate upon the completion of the Scope of Work,or one year from the effective date, whichever comes first. 3. Scone: Consultant will perform the work and provide the services in accordance with the requirements of the Scope of Work. 4. PUlilent: City agrees to pay Consultant no more than $26,610.00 for services performed pursuant to the Scope of Work in Exhibit A. Any alteration or deviation from the described work that involves extra costs will be performed by Consultant after written request by the City, and will become an extra charge over and above the contract amount. The parties must agree upon any extra charges in writing. Payments for services hereunder shall be made after the completion of each task. The Consultant shall submit to the City an invoice for services rendered and the City shall make payment to the Consultant within thirty(30) days thereafter. If applicable,the Consultant shall add applicable sales tax to each invoice and upon receipt of payment from the City, promptly remit appropriate amounts. 5. Independent Contractor Status: The parties agree that Consultant is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Consultant is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Consultant is not authorized to represent the City or otherwise bind the City in any dealings between Consultant and any third parties. In the performance of the services herein contemplated the Consultant is an independent contractor with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 6. Service Provider Emploveec/Agent : The City may at its sole discretion require the Service Provider to remove an employee(s), agent(s), or representative(s) from employment on Cityworks Professional Services Agreement Page 1 T this Project. The Consultant may, however, employ that(those) individual(s) on other non-City related projects. 7. Indemnity and Insurance: For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, indemnify, and hold the City the City, its officers, agents, employees and volunteers harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the City by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Consultant or Consultant's agents or employees. For the professional services rendered, to the fullest extent permitted by law, Consultant agrees to indemnify and hold the City, its officers, agents, employees and volunteers harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Consultant or Consultant's agents or employees. For this purpose, Consultant shall provide City with proof of Consultant's liability insurance issued by a reliable company or companies for personal injury and property damage in amounts not less than as follows: • Workers' Compensation- statutory • Employers' Liability- $1,000,000 per occurrence;$2,000,000 annual aggregate • Commercial General Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate • Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate The City shall be included or named as an additional or named insured on the Commercial General and Automobile Liability policies. The insurance must be in a form suitable to City. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, has been given to the City. The provisions of this.section shall survive the expiration or termination of this agreement. 8. Professional Service: Consultant agrees that all services and work performed hereunder will be accomplished in a professional manner. Cityworks Professional Services Agreement Page 2 9. Comoliance with Laws: Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 10. Nondiscrimination: Consultant agrees that all hiring by Consultant of persons performing this Agreement will be on the basis of merit and qualification and will not discriminate on the basis of race,color, religion,creed, political ideas, sex, age, marital or military status, physical or mental disability,or national origin. 11. Default and Termination: Either party may terminate this Agreement, in whole or in part, at any time,by at least thirty(30)days' written notice to the other party. The Consultant shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. If either party fails to comply with any condition of this Agreement at the time or in the manner provided for, the other party, at its option, may terminate this Agreement and be released from all obligations if the default is not cured within thirty(30) days after written notice is provided to the defaulting party. Said notice shall set forth the items to be cured. Additionally, the non-defaulting party may bring suit for damages, specific performance, and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be provided in writing and hand-delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement. 12. Political Activity Prohibited: None of the funds, materials, property, or services provided directly or indirectly under the Agreement shall be used for any partisan political activity, or to further the election of defeat of any candidate for public office. 13. Prohibited Interest: No member, office, or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 14. Severability: If, for any reason, any part, term, or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. The invalidity, illegality or unenforceability of any provision shall not affect the validity, legality or enforceability of any other provision of this Contract,which shall remain valid and binding. 15. Modification and Assignability: This document contains the entire agreement between the parties and no statements, promises or inducements made by either party or agents of either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Consultant may not subcontract or assign Consultant's rights, Cityworks Professional Services Agreement Page 3 including the right to compensation or duties arising hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 16. Applicability: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the STATE OF WASHINGTON . 17. Assignment Agreement: The Consultant shall not assign any portion of this consultant Agreement without express written consent of the City of Renton. [The remainder of this page intentionally left blank] Cityworks Professional Services Agreement Page 4 IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. City of Azt fa Syste t�J4By: � By: Hon. Denis Law,Mayor C rY� Authorized signature City of Renton o� 'O�" Azteca Systems Inc. Appro as to legal form: C' ;sn ?rint Name: Gk-""'�' Lawrence J.Warren, City Att`carlfi ,'1....,. �� * ;'* Title: V�) ��Trf Ste- So JC� IO G• 19 »` � � � Date: Attest: � GUGZ�.C.D>^�� Bonnie 1. Walton,City Clerk STATE OF WASHINGTON ) ) ss. (Acknowledgement for v\"5 COUNTY OF KING ) On this� day of 20Lq before me, a Notary Public in and for the State of Washington, duly commissione wrsonally appeared �z.mss Lc,- , to me known to be the C of , the e ntity that executed the foregoing instrument as ; and acknowledged 8 me that he signed the same as the free and voluntary act and deed of said entity for he uses and purposes therein in pntll -And�hat he was authorized to execute said instrument for said entity. , 41 TN my a a )fficial seal,4� ed#�R4Fqprj t i d4rtificate above written. _ [Si[ J st"•. L1 ,» ;k [Printe Name] NOTARY PUBLIC in and for the State of Washington residing at -A, My commission expires This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original,faxed or other agreed electronic form. The parties adopt any signatures received by a receiving fax machine or other agreed electronic form as valid and binding original signatures of the parties even if an original paper document bearing a party's original signature is not delivered.Any party providing its signature in such manner will upon request promptly forward to the other party an original of the signed copy of this Agreement. Cityworks Professional Services Agreement Page 5 Exhibit A-Scope of Work V Cit ks ywor For:Tim Moore Quote#: Q8479.3 Organization: City of Renton,WA By: Mastakas Purpose: Pilot Implementation of Azteca's Cityworks Server AMS Date: 3/21/2014 Item Description Qty Unit Price Cost Azteca Systems Inc will provide the services for a pilot implementation of Cityworks Server AMS,and Storeroom to create and manage service requests and work orders for the organization's assets.Azteca Systems,Inc.will make every effort to start task 1 in April 2014, and start task 5 in June 2014.This work will be comprised of the following: 1 Remote installation of Cityworks Desktop and Server AMS Software and Database: A 1.00 1,500.00 1,500.00 remote web-conference will be held to install the Cityworks Desktop and Server software and database in the organization's environment.In advance of this meeting,the organization will have prepared the hardware with the requisite 3rd party software as described on the hardware specifications page on mycityworks.com.The plan for formatting and processing the GIS layers for use in Cityworks will be reviewed,and a configuration guide that outlines the workflow data needed to configure Cityworks will be provided. Note: Requires Esri 10.1 or 10.2. 2 On-Site LIST Workflow Review Meeting(2 days): The implementation of Cityworks AMS will 2.00 1,875.00 3,750.00 include the Cityworks'Local Government Templates(LGT),which consist of over 700 industry standard service request,work order and inspection types.Configuration to include:up to 30 work order,30 service request and 5 custom inspection types for one domain with up to 5 security groups.Configuration also includes employee,material,equipment lists and basic print templates.Cityworks provides an intuitive and robust ad-hoc reporting engine,and preconjigured reports are available on mycityworks.com.Should the organization desire customized reports,a separate quote will be provided.The organization shall configure/provide the MXD map document that will be used in conjunction with Cityworks. 3 Initial Cityworks Database Configuration(5 days at Azteca's offices):Azteca will configure 5.00 1,500.00 7,500.00 the Cityworks database with the work order,service request and custom inspection types collected in the Workflow meeting.This task will take place at Azteca's offices. 4 Remote Installation Review of Configured Database: Aztecs will install and provide the 1.00 1,500.00 1,500.00 organization with a review of the configured database.If the organization desires changes, they can be made on the spot.If the effort to make additional changes exceeds the time for allocated for this task,hours from task 7 will be used. 5 On-site Admin User Training(3 days): Azteca will supply 1 trainer to conduct Designer, 3.00 1,875.00 5,625.00 Storeroom,and Server AMS Admin Training to the organization's Administrators.The organization will need to identify who will be trained.The organization will provide the training facility including computers and a high-resolution computer screen projector. Class size to be no more than 6 students plus the instructor.Additional students not allowed.[NOTE: This task may be combined with Task 6.] 6 On-site End User Training(3 days): Aztecs will supply 1 trainer to conduct"train-the-trainer" 3.00 1,875.00 5,625.00 style training for Server AMS and Storeroom.The organization will need to identify who will be trained.The organization will provide the training facility including computers and a high- resolution computer screen projector.Coming into training,the users will need to possess basic functional knowledge of Personal Computers. Class size to be no more than 6 students plus the instructor.Additional students not allowed. 7 Up to 6 ad-hoc remote hours:Provided during or after the implementation as needed to 6.00 185.00 1,110.00 answer any questions or to supply support on technical implementation matters. TOTAL: 26,610.00 Notes: 1.This firm-fixed price-quote is valid for 60 days.Price-quote includes travel expenses where applicable. 3.The Client shall provide and have operational all 3rd party software required for this implementation. 4.The Client shall provide and have operational all hardware needed to support this implementation and shall match the specifications on MyCityworks.com. 5.Installation,configuration,deployment and management of all 3rd party software and hardware associated with this effort is the responsibility of the Client. 6.Tasks are invoiced upon completion.Payment of invoices is expected in full no later than 30 days past the date of the invoice. 7.Remote hours are invoiced at a minimum 1/2 hour and every 15 mintues thereafter.Payment of invoices is in full no later than 30 days past the date of the invoice. Azteca Systems,Inc.11075 South State St.#24 Sandy,UT 84070 tel:801.523.2751 fax:801.523.3734 CAG-14-043 (2 of 3 ) Azteca Systems,Inc. Phone:(801)523-2751 11075 South State St. C i�� �����"� FAX(801)523-3734 Suite 24 Email:info @cityworks.com Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® SOFTWARE LICENSE AGREEMENT Contract No. C160114 This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between the City of Renton,WA(Licensee) and Azteca Systems Inc. (Azteca SystemSTM), a Utah corporation,with its principal place of business at 11075 South State Street,Suite#24 Sandy, Utah, 84070, and gives Licensee certain limited rights to use the proprietary software The Software Cityworks and Related Materials. All rights not specifically granted in this Agreement are reserved to Azteca Systems. 1. Definitions: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: 1.1 "The Software Cityworks" means the actual copy of all or any portion of the computer programs delivered as listed in paragraph 5.1 Licensed Software, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Azteca Systems. 1.2 "Related Materials" means all of the printed materials, user documentation, training documentation, and confidential activation code for The Software Cityworks supplied by Azteca Systems under this Agreement. Except, training manuals and any documents or reports generated by the city, or the Consultant on the City's behalf using city data, shall not be considered Related Materials. 1.3"Effective Date"shall mean the date on which Licensee executes this agreement. 2.Term: This Agreement shall become effective on the Effective Date and shall remain in effect until terminated.Azteca Systems may terminate this Agreement by thirty(30) calendar days' prior written notice to Licensee if Licensee fails to comply with the Permitted Uses and Uses Not Permitted provisions of this Agreement. Unless otherwise agreed in writing, Licensee shall have sixty(60) days after receiving notice of such failed compliance from Azteca Systems to cure the default. If this Agreement is terminated either under Section 7 or Section 16 below, Licensee will uninstall all versions of Cityworks from its computer system(s) or network(s), and shall certify in writing to Azteca Systems that the above steps have been taken. The City may retain training manuals and any Documentation generated by the city or Consultant on City's behalf using city data. All templates, forms, and applications generated by Consultant, with or without input from City staff, shall remain the intellectual property of ELA Agreement, Page 1 V Consultant. Azteca will for an additional charge to Licensee and at Licensee's option grant a perpetual license to the Licensee which will allow Licensee to retain the ability to access records and data contained in The Cityworks Software needed by the Licensee.The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force. 3. Reservation of Ownership and Grant of License: Azteca Systems retains exclusive title and ownership of any copy of The Software Cityworks and Related Material licensed under this Agreement and grants to Licensee a personal, nonexclusive, nontransferable license to use The Software Cityworks and Related Materials pursuant to the terms and conditions of this Agreement. From the Effective Date, Licensee agrees to use reasonable effort to protect The Software Cityworks and Related Materials from unauthorized use, reproduction, distribution, or publication. 4.Copyright: The Software Cityworks and Related Material are owned by Azteca Systems and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee agrees not to export The Software Cityworks into a country which does not have copyright laws that will protect Azteca System's proprietary rights. S. Licensing: In consideration of the License fees("License Fees") paid (see attachment A), Azteca Systems grants to Licensee a nonexclusive, nontransferable license to use the Licenses obtained under this Agreement as follows: 5.1 Licensed Software Cityworks Enterprise License—Server AMS Standard: Unlimited licenses of Cityworks Server AMS, Citizen Engagement Web App, Local Government Templates (LGT), Storeroom, Equipment Manager Micropaver Interface, CCTV Interface, Contracts, Cityworks Analvtics the use of the API's for 3rd party Cityworks-centric applications, and Server AMS Mobile Apps. Initial 5.2 Permitted Uses: • Licensee may use the number of copies of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid on the computer systems(s) and/or specific computer networks(s) for Licensee's own internal use. • Licensee may install the number of copies and modules of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid onto the permanent storage device(s) on the computer system(s) and/or specific computer network(s). • Licensee may maintain one (1) copy of The Software Cityworks to a CD or DVD type medium for archival purposes during the term of this Agreement unless the right to make additional copies is granted to Licensee in writing by Azteca Systems. Regularly scheduled full system and partial system archival backups are allowable and specifically exempted from this provision. ELA Agreement, Page 2 • Licensee may use, copy, alter, modify, merge, reproduce, and create derivative works of the on-line documentation accessible on MyCityworks.com for Licensee's own internal use. The portions of the on-line documentation merged with other software, hard copy, and digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging Azteca Systems proprietary rights in the on-line documentation: "Portions of this document include intellectual property of Azteca Systems and are used herein by permission. Copyright© 2014 Azteca Systems, Inc. All Rights Reserved." 5.3 Uses Not Permitted: • Licensee shall not sell, rent, lease, sub-license, lend, assign, time-share,transfer or export, in whole or in part to unlicensed third parties, or provide access to prior or present versions of The Software Cityworks, any updates, or Licensee's rights under this Agreement. Nothing in this Section shall prevent use of and access to The Software Cityworks by Licensee's employees, agents or others performing work for or on behalf of the Licensee. • Licensee shall not reverse engineer, decompile, or disassemble The Software Cityworks, or make any attempt to unlock or bypass The Software Cityworks keycode, as applicable, subject to local law. • Licensee shall not make additional copies of The Software Cityworks and Related Materials beyond that described in the Permitted Uses section above. • Licensee shall not remove or obscure any Azteca Systems copyright or trademark notices. 6. Limited Warranty: Limited Warranty:Azteca Systems warrants that it owns or has the full right and authority and all associated intellectual property rights necessary to grant Licensee rights and licenses set forth in this Agreement to The Software Cityworks and Related Materials. Azteca Systems warrants that The Software Cityworks, unaltered, will substantially conform to the Related Materials for a period of six(6) months from the Effective Date ("Warranty Period"). Azteca Systems warrants that the media upon which The Software Cityworks is provided will be free from defects in materials and workmanship under normal use and service during the Warranty Period. AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE CITYWORKS. AZTECA SYSTEMS DOES NOT WARRANT THATTHE OPERATIONS OF ITS RESPECTIVE SOFTWARE AND RELATED MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR FREE. 7. Exclusive Remedy and Limitation of Liability: For a period of six(6) months from the Effective Date and during the Warranty Period, Azteca System's entire liability and Licensee's exclusive remedy for breach of the warranties against defect(s) in materials and workmanship shall be to ELA Agreement, Page 3 "�,,•' fir►" request Azteca Systems correct the defect(s) by whatever means reasonably available to Azteca Systems such as remedy the defect(s), or provide a suitable work around, or replace The Software Cityworks in accordance with the Cityworks Update and Support Agreement(if then in effect with Licensee). If Azteca Systems exhausts available remedies and is unable to remedy the defect(s) Licensee may by written notice of its election to Azteca Systems, terminate this Agreement for its convenience and have Azteca Systems return a prorated portion of the License Fees paid upon the Licensee's return of The Software Cityworks to Azteca Systems. Azteca Systems shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of The Software Cityworks, unless such damage is caused by Azteca System's actual negligence. IN NO EVENT SHALL AZTECA SYSTEMS BE LIABLE TO THE LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE AND RELATED MATERIALS, UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY AZTECA SYSTEM'S ACTUAL NEGLIGENCE. 8. Indemnity: Azteca Systems, at its own expense, will hold harmless, defend and indemnify Licensee from all claims that The Software Cityworks or Related Materials furnished under this Agreement infringes a U.S. Copyright or other intellectual property rights of a third party, provided that Licensee gives Azteca Systems prompt written notice of such claims and permits Azteca Systems the sole right to control the defense of such claims and provides Azteca Systems all reasonable cooperation. As to The Software Cityworks which are or in the opinion of Azteca Systems may become subject to a claim of infringement, Azteca Systems, at its option, will obtain the right for Licensee to continue using The Software Cityworks or replace or modify The Software Cityworks so as to make them non-infringing. If none of the alternatives is available on commercially reasonable terms, then Licensee agrees to, upon Azteca Systems' written request, terminate for convenience the Agreement upon the Licensee returning The Software Cityworks to Azteca Systems and Azteca Systems will refund to the Licensee 100%of the License Fees paid. Azteca Systems will not indemnify or defend Licensee from any infringement claim resulting from Licensee's unauthorized modification or alteration of The Software Cityworks or Related Materials. This section states Azteca System's entire obligation to Licensee and Licensee's sole and exclusive remedy for infringement. 9.Additional Software Licenses: Additional copies and modules of The Software Cityworks licenses may be ordered without signed amendments provided the following language is incorporated in the signed Purchase Order: "By accepting this order, both parties agree to ELA Agreement, Page 4 amend the Master Software License Agreement Contract No. C160114 between the City of Renton, WA and Azteca Systems, Inc., dated 4�-a2-200 , which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions." 10. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. The Software Cityworks are determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from Azteca Systems and the U.S. Office of Export Control. 11. Force Majeure: Neither party shall be liable to the other for failure or delay in the performance of a required obligation during any period where such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such party's control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. 12. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of Washington. 13. 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. 14. Order of Precedence: Any conflict between the terms of this License Agreement and its attachment(s), and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement and its attachment(s). 15. Governing Law: This Agreement, entered into in the County of King shall be construed and enforced in accordance with, and be governed by, the laws of the State of Washington without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue. 16.Termination for Convenience: In the event that either funding from the Licensee or other sources is withdrawn, reduced, or limited, or the authority of the Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this ELA Agreement, Page 5 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. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terms of this Agreement for services rendered or software received and accepted prior to the Effective Date of termination. Also, set forth elsewhere in this Agreement are specific provisions which allow the parties to terminate this Agreement for convenience (see Exclusive Remedy and Limitation of Liability provision). 17. Mediation Clause:Azteca Systems and Licensee will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail then the dispute will be mediated by a mutually acceptable mediator to be chosen by Azteca Systems and the Licensee within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Azteca Systems and the Licensee will share the cost of the mediation equally. By mutual agreement, however, Azteca Systems and Licensee may postpone mediation until both parties have completed some specified limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure ("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in the County of King,Washington. Both Azteca Systems and Licensee consent to jurisdiction by such a court. The use of any ADR procedures will not be considered under the doctrine of latches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if(a)good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful; or(b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. 18. Entire Agreement: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. ELA Agreement, Page 6 NOW' �r 19. Data Confidentiality Statement: For any client data and/or confidential information (data) provided to Azteca Systems, we will take reasonable measures to assure that the data is not inappropriately accessed or distributed to any third-party. Data provided to Azteca Systems by the client will be loaded onto Azteca Systems servers or employee computers for the purpose of testing Cityworks software, database structure, or database values, and related ESRI software to resolve database or software performance issues, software enhancements and software defects ("bugs"). At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from the client. If requested by the client, and once the testing has been completed, Azteca Systems will delete all data provided by the client. [The remainder of this page intentionally left blank] ELA Agreement, Page 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: City of en on ;a-Z ©; Azteca System l, Inc. tp By: y t4 ♦ W 8y. Hon. Denis Law, Mayor = m . Authorized signature r City of Renton SOy;Azteca Systems Inc. Approvpoas to legal form: ' �'�,r 6 9p� *�� Print Name: C';' cry Lawrence J. Warren,City Attorney Title: U 1' 1 CV1kbP:q V-1r e- SoQ Ly ot'AS ,Al Date: �� t Attest: � (A44 'j. Bonnie I.Walton, City Clerk STATE OF WASHINGTON ) ) ss. (Acknowledgement for `� ONI IM COUNTY OF KING ) '-A On this day o 20jj before me, a Notary Public in and for the State of Washington, duly commissions and sworn, erso ally appeared �� to me known to be the 14r- of CA the entity that executed the foregoing instrument as and acknowledged to me that he signed the same as the free and voluntary act and deed of said entity for the uses and purposes therein mentioned and that he was -authorized to execute said instrument for s�io,,entity. IT ES tanMial sea , z this cer Lficate above writt (Signatu [Printed Name] NOTARY PUBLIC in and for the Sta F1, long at My commission expires This Agreement may be executed in any number of counterparts,each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original,faxed or other agreed electronic form. The parties adopt any signatures received by a receiving fax machine or other agreed electronic form as valid and binding original signatures of the parties even if an original paper document bearing a party's original signature is not delivered.Any party providing its signature in such manner will upon request promptly forward to the other party an original of the signed copy of this Agreement. ELA Agreement, Page 8 Cl*tyworks ATTACHMENT A Azteca Systems,Inc. 11075 South State Street.Suite 24 Sandy,UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 Pricing Quotation Quote Number 00000858 Created Date 1/21/2014 Contact Info Contact Name Tim Moore Prepared By Matt Harman Company Name City of Renton,WA Phone (801)300-0693 Phone (425)430-6881 E-mail mharman @cityworks.com Email tmoore @rentonwa.gov Product ••- Product Description Quantity CW.ELAAMSSTA.Tier3A ;ELA-Server AMS STANDARD Tier 3A Pilot Project Software License 1.00 $20,000.00 $20,000.00 Total Price 520,000.00 Grand Total $20.000.00 Notes Quote Notes ""Terms and Conditions for Pilot Software Licensing*`* 1.The included software for the pilot project will be the Cityworks Server AMS Standard ELA listed above.The cost of the license is$20,000 and will be valid as defined in the Software License Agreement. 2.The software license includes:Unlimited licenses of Cityworks Server AMS,Citizen Engagement Web App,Local Government Templates(LGT),Storeroom,Equipment Manager,Micropaver Interface,CCTV Interface,Contracts, Cityworks Analytics,the use of the API's for 3rd party Cityworks-centric applications,and Server AMS Mobile Apps. 3.The City of Renton will be considered a licensed client,current on update and support.Access to technical support, mycityworks.com and Cityworks documentation will be granted per the terms of the Software Update and Support Agreement. 4.After the completion of the pilot,if the City elects to move forward with Cityworks,the cost of the license for the pilot project($20,000)will be credited to the initial purchase price of either a Cityworks ELA or Site license only.If the City chooses to not proceed with Cityworks,Azteca Systems,Inc,shall retain the cost of the license($20,000)and all services fees. AZTECA SYSTEMS QUOTATION TERMS AND CONDITIONS COPYRIGHT 1995-2014 All quotations are valid for ninety-days(90)unless otherwise stated on the quotation form above.These prices and terms are valid only for items purchased for use and delivery within the United States. Unless otherwise referenced,this quotation is for the Cityworks software only. Pricing for implementation services(installation,configuration, training,etc.)is provided separately and upon request. The procurement, installation and administration of the Esri software utilized in conjunction with Cityworks will be the responsibility of the customer. The procurement, installation and administration of the RDBMS utilized in conjunction with Cityworks will be the responsibility of the customer. Currently,Cityworks supports Oracle and SQL Server. The procurement,installation and administration of the infrastructure(hardware and networking)utilized in conjunction with Cityworks will be the responsibility of the customer. This quotation information is proprietary and may not be copied or release 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, Inc. 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,Tax Exemption Certification 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 Cl*tyworks ATTACHMENT A *4101e Azteca Systems,Inc. 11075 South State Street,Suite 24 Sandy,UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 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 subject only to the terms and conditions of the Cityworks Software License Agreement.A fully executed copy of the Software License Agreement is required before delivery and installation. Delivery FOB Sandy,UT 84070,USA. Allow thirty-days(30)from Azteca System's receipt of the Purchase Order,signed Software License Agreement and other documents,as required. Delivery method is by way of download through Azteca's customer support web portal. Payment Terms Net thirty(30)days. Taxes Prices quoted do not include applicable sales or use taxes unless so stated. In preparing your budget and/or Purchase Order,please allow for applicable sales and use taxes,as necessary.Azteca Systems reserves the right to collect sales and use tax assessed by states as required by law.Azteca Systems will add any applicable tax to the invoice unless proof with the order is shown that your organization is tax exempt or pays any applicable tax directly. CAG-14-043 (3 of 3 ) Azteca Systems,Inc. i Phone:(801)523-2751 11075 South State St. "" ` FAX(801)523-3734 Suite 24 t'ywo rks x Email:info @cityworks.com Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® UPDATE&SUPPORT AGREEMENT Contract No. C160114 This agreement (Agreement) is between the City of Renton,WA(hereafter the User), as specified in paragraph 9.1, and Azteca Systems Inc. (hereafter Azteca SysteMSTM), a Utah corporation, with its principal place of business at 11075 South State Street, Suite #24 Sandy, Utah, 84070. Azteca Systems and the User have entered into a license agreement with respect to use of The Cityworks Software (the "Cityworks Software License Agreement"); and User also desires to secure software Cityworks update and support services from Azteca Systems with respect to such Software as more specifically enumerated in this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS 1.1 "Covered Software" shall mean the particular Software, scripts, interfaces and custom code identified in paragraph 9.2. 1.2 "Custom Applications" shall mean any scripts, interfaces, reports or program code requested by the Licensee, other than Program Modifications to the Cityworks applications that provide specific functionality uniquely designed for the Licensee. Any Custom Applications delivered to Licensee shall NOT become part of the Licensed Software unless otherwise specified in paragraph 9.2.The Custom Applications scripts, interfaces, reports and program code shall be provided to the client as a deliverable and client shall have full ownership rights for the Custom Applications. However, Azteca Systems shall retain the right to utilize, modify and enhance the scripts, interfaces, reports or program code of the Custom Applications as Azteca Systems deems appropriate. 1.3 "Effective Date" shall mean the date on which Task 5 of the Scope of Work begins. 1.4 "Licensed Software" shall mean the particular Software identified in paragraph 9.2 Description of Covered Software. Update&Support Agreement, Page-1- 1.5 "Program Fixes" shall mean minor corrections to the Licensed Software to correct deviations in the Licensed Software. Any Program Fixes delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. 1.6 "Program Modifications" shall mean new versions of or additions to the Licensed Software,which adds to or alters the function(s) of the Licensed Software and new modules or products adapted to interface with the Licensed Software and add to or alter the function(s)of the Licensed Software, requested by the User. Any Program Modifications delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. 1.7 "Product Updates" are Program Fixes, Program Upgrades and Program Modifications. 1.8 "Program Upgrades"shall mean new versions of, or additions to,the Licensed Software prepared by Azteca Systems that improve its operating performance but do not add to or alter its basic function(s). Any Program Upgrades delivered to User shall become part of the Licensed Software. 1.9 "Software" shall mean Cityworks source code, machine-readable code, and related documentation. 1.10 "Update &Support Period"shall mean the initial Update and Support period commencing upon the Effective Date of this Agreement,as set forth in paragraph 9.2, and any subsequent twelve-month period. 1.11 "Update &Support Agreement"or"Agreement" shall mean this Update & Support Agreement between Azteca Systems and User identified in paragraph 9.1, the terms and conditions of which are hereby incorporated by reference. 2. SUPPORT The services to be provided during the Update&Support Period include Azteca Systems Product Updates to Azteca System's Cityworks applications including Program Fixes, Program Upgrades and Program Modifications(not Custom Applications).Azteca Systems will make all reasonable efforts to provide upward compatibility for The Cityworks Software applications within a reasonable timeframe for minor and major Bri®ArcGIS and Cityworks supported databases revisions. If identified as"Covered Software",Azteca Systems will ensure upward compatibility within a reasonable timeframe for Custom Applications when there are minor ArcGIS and Cityworks supported databases revisions(for example,from rev 10.1 to rev 10.2). Azteca Systems will not ensure upward compatibility for Custom Applications when Update&Support Agreement, Page-2- there are major Esri ArcGIS and Cityworks supported databases revisions(for example,from rev 10.x to rev 11.x). 2.1 Azteca Systems shall,without additional charge (except as allowed for in paragraph 3.4 and 7.3),during the term of this Agreement: (a) Make all reasonable efforts to provide those Program Fixes, if any,that are necessary to assure the Covered Software is functioning properly; provided User provides Azteca Systems with written notice specifying particularity in narrative, non-technical terms to the best of User staff's ability the apparent error in the system and the manner in which the Covered Software is not functioning properly(as provided in Section 8);and (b) Deliver to User any Program Upgrades relating to the Covered Software made available to others. (c) Provide Telephone User Support, Email Support, Web Support, during normal business hours, 8 AM to S 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 7). (d) Implement and maintain a means of secure, remote direct network access (VPN, Web-access, dial-up, etc)to the User's systems in order to perform thorough remote diagnostics and effect remote repairs, upgrades, and fixes. 2.3 The following items,among others, however, are specifically excluded as support services under this Section of this Agreement: (a) interpretation of program results; (b) assistance with questions related to computer hardware and peripherals that are not related to the use of the Covered Software; (c) assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) data debugging and/or correcting; (e) services necessitated as a result of any cause other than authorized ordinary and proper use by the User of the Covered Software, including but not limited to neglect, abuse, unauthorized modification, unauthorized updates or electrical,fire, water or other damage; and Update&Support Agreement, Page-3- (f) consulting regarding Custom Applications created to function with the Covered Software unless the Custom Application is identified as Covered Software in paragraph 9.2. 3. CHARGES 3.1 For services hereunder, User shall pay Azteca Systems a fee. The fee for the initial Update&Support Period is set forth in paragraph 9.2, and shall be paid prior to the Effective Date. The fee for any successive Update&Support Periods(twelve- month periods commencing upon the end of the initial Update&Support Period) shall become due prior to the end of the preceding paid-up Update &Support Period. 3.2 Upon ninety(90) days'written notice,the fee for Update and Support Periods listed in paragraph 9.2 subsequent to the third Update and Support Period may be adjusted by Azteca to reflect increases in costs of providing the services described herein and/or to reflect increases in the population, users,size, usage,and other factors of User; provided, however,that(a) if the above factors remain constant the increase in the pricing shall not exceed the Consumer Price Index and (b) if any such proposed cost increase is in User's opinion excessive, User shall be entitled to terminate this Agreement prior to the start of the applicable Update &Support Period and shall not be liable for any further payment under this Agreement. Azteca will notify User 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 In addition to charges due under this Agreement, User shall pay amounts equal to any sales tax, duties, or other consumption taxes, however designated,which are levied or based upon such charges, or upon this Update&Support Agreement. 3.4 In the event User and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software,the User will reimburse Azteca Systems for reasonable and customary travel expenses directly related to the on-site work.Azteca Systems shall provide a firm-fixed estimate and get the prior approval of User before incurring any costs for which it shall seek reimbursement from User under this Section. User reserves the right to require an audit of any such cost related records of Azteca to the extent reimbursement has been made by User under the terms of this Section. 4. LIMITED WARRANTY 4.1 Azteca Systems will provide support services for the Cityworks Software, Enhancements to Cityworks Software and Custom Applications created by Azteca Systems identified as Covered Software in paragraph 9.2. The support services are provided as part of the Azteca Systems Update and Support services and will be in- force for the duration of this Agreement. Update &Support Periods beyond the Update&Support Agreement, Page-4- tier fir+` initial Update &Support Period are renewable unless terminated as provided in Section 6 below. The Update and Support Services consists of software and documentation updates and access to technical support via telephone, email, web- based (MyCityworks.com) and after hours support via pager as set forth in Section 2 above.The User will provide Azteca Systems in writing the names of the User individuals who are authorized to contact Azteca Systems and request support services. 4.2 Azteca Systems warrants that trained personnel employed or contracted by Azteca Systems will perform the services performed hereunder in conformance with best industry standards. 4.3 With respect to the services provided hereunder and to the extent permitted by applicable law,this warranty is in lieu of all other warranties,whether written or oral, express or implied, including without limiting the generality of the foregoing, any warranty of non-infringement, merchantability or fitness for a particular purpose. 5. LIMITATION OF LIABILITY 5.1 The liability for Azteca Systems for damages arising under this Agreement shall be limited to the fees actually paid by User to Azteca Systems for the current Update and Support Period pursuant to Section 3 hereof. In no event shall Azteca Systems be liable for any incidental, indirect, special,or consequential damages whatsoever(including but not limited to lost profits)arising out of or related to the support and services provided hereunder by Azteca Systems,even though Azteca Systems may have been advised, know or should have known of the possibility of such damages, unless such damage is caused directly by Azteca System's actual negligence. 6. TERM AND TERMINATION 6.1 The effective date of this Agreement, asset forth in paragraph 9.2, shall continue until terminated. 6.2 This Agreement shall be terminated upon termination of the Cityworks Software License Agreement and,after the initial Update &Support Period, may be terminated by either party upon thirty(30) days'written notice prior to the end of the then current Update&Support Period. If termination occurs during a successive Update&Support Period for which the User has paid the renewal fee in full,Azteca Systems shall return a prorated portion of the renewal fee for that period to the User. Update&Support Agreement, Page-5- lore 7. PROCEDURES FOR ACCESSING SUPPORT 7.1 All problem categories from routine, non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1) User's system administration staff as first line of support, 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. 7.2 Prior to calling Azteca Systems for support services, the User will first attempt to isolate any problems that occur with the System.The User 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 the User will first try and resolve the problem without Azteca Systems' involvement. If the User cannot resolve the problem or isolate the problem, the User will call Azteca Systems directly. 7.3 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 User,Azteca Systems will provide an after-hours phone number or pager number that will forward the call or page to the currently assigned Azteca Systems support staff. 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 User representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. Depending upon the type of problem, Azteca Systems support staff may need to be sent from Azteca Systems offices to the User location. Azteca Systems project management will confer with the User's representative or project management before making this decision. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. The User will reimburse Azteca Systems for all reasonable and customary travel expenses associated with resolving the problem (pursuant to the provisions of paragraph 3.4). For routine and non-critical problems the User will submit support requests during normal business hours. 7.4 For all problems involving The Cityworks Software component that are resolved without Azteca Systems' involvement, the User will document the problem and the resolution and send a report to Azteca Systems so that it can be tracked, monitored, and historically recorded. 8. MISCELLANEOUS 8.1 Azteca Systems shall not be in default under this Agreement for its failure to perform or its delay in performing any obligation under this Agreement(other than Update&Support Agreement, Page-6- the reimbursement of fees as set forth in paragraph 5.1) during any period of time during which such delay is due to fire,flood,earthquake, strike, labor trouble or other industrial disturbance,war(declared or undeclared),embargo, blockage, legal prohibition or governmental action, riot, insurrection, damage, destruction or any other cause beyond the control of Azteca Systems or any of its contractors preventing or delaying the performance of such obligation, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance;and provided further that the sole effect of any delay by Azteca Systems shall be a related delay in payment by the User pursuant to the relevant schedule. 8.2 The illegality, invalidity or unenforceability of any provision of the Agreement under the law of any jurisdiction shall not affect its legality,validity or enforceability under the law of any other jurisdiction nor the legality,validity or enforceability of any other provision. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of Washington. 8.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior statements, negotiations, and undertakings are superseded hereby,and may not be amended, modified or supplemented except in a writing executed by both parties, expressly purporting to amend this Agreement. 8.4 This Agreement may not be assigned by either party without the prior written consent of the other party,which consent will not be unreasonably withheld. User may not sublicense or encumber the Licensed Software without prior written consent of Azteca Systems. 8.5 Section headings herein are for the sake of convenience only and are not intended to affect in any way the meaning of this Agreement or the related paragraphs. 8.6 This Agreement becomes effective only upon execution by both parties. One fully executed copy of this Agreement shall be delivered by User to Azteca Systems at its office in Sandy, Utah 84070. 8.7 Until further written notice,all payments and notices relevant to this Agreement shall be sent to the following addresses: Azteca Systems: Azteca Systems Inc. 11075 South State St. Suite 24 Sandy, UT 84070 User: The address set forth in paragraph 9.1. Update&Support Agreement, Page-7- .✓ 9. IDENTIFICATION AND AMOUNTS 9.1 (a) User Name: City of Renton (b) User Contact: Tim Moore Number and Street: 1055 South Grady Way City/Province/Zip/Country: Renton,WA 98057 Phone:425-430-6881 Email:tmoore(@rentonwa.¢ov 9.2 User Agreement: Between Azteca Systems and the User dated: (a) Effective Date Initial (The date Task 5 of the Scope of Work begins) (b) Initial Update &Support Period and Fee as defined in Attachment A: Six(6) months from the effective date—$20,000.00 Initiali)�t_ (c) Description of Covered Software: Cityworks Enterprise License—Server AMS Standard Unlimited licenses of Cityworks Server AMS Citizen Engagement Web App Local Government Templates MGT), Storeroom Equipment Manager Micropaver Interface CCTV Interface, Contracts, Cityworks Analytics the use of the API's for 3rd party Cityworks-centric applications. and Server AMS Mobile Apps 10. DATA CONFIDENTIALITY STATEMENT: For any client data and/or confidential information (data) provided to Azteca Systems, we will take reasonable measures to assure that the data is not inappropriately accessed or distributed to any third-party. Data provided to Azteca Systems by the client will be loaded onto Azteca Systems servers or employee computers for the purpose of testing Cityworks software, database structure, or database values, and related Esri software to resolve database or software performance issues, software enhancements and software defects ("bugs"). At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from the client. If requested by the client, and once the testing has been completed, Azteca Systems will delete all data provided by the client. Update&Support Agreement, Page-8- IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: City of ton Azteca Systems, Inc. C.'' By; / By: Hon. Denis Law, Mayor <<;: '%0', Authorized s ur City of Renton ��' ':p:Azteca Systems Inc. -_ -4 : � Approve to legal form: `o �� =Print Name: G-,��-,,z � °�L-/� d' "� *0%' n * \47111 Lawrence J.Warren, City Attorney`st,,,,,,�►�`` Title: prise, �J( LAS Date: �� � `��( -I Attest: Bonnie I. Walton, City Clerk STATE OF WASHINGTON ) ss. (Acknowledgement for rNtrs a,til) COUNTY OF KING ) �� r On this�day of _ c=.\ 20Lq before me, a Notary p blic in and for the State of Washington, duly com issioned and 4Worn, personally appeared L Lo , to me known to be the � of - c k ' ..J, , the entity that executed the foregoing instrument as �, and acknowledged to me that he signed the same as the free and voluntary act and deed of said entity for the uses and purposes therein mentioned and that he was authorized to execute said instrument for said entity. 'WITNESS an and official� l ftutd. y an in this certificate above written. [Signa [Printe Name] `,^•.p A f'a`ir;.��\„'.s"'a ”�'`Z , NOTARY PUBLIC in and for the-S Vhf ir108 01residing at�C ---�:!' l�µ� My commission expires This Agreement may be executed in any number of counterparts,each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original,faxed or other agreed electronic form. The parties adopt any signatures received by a receiving fax machine or other agreed electronic form as valid and binding original signatures of the parties even if an original paper document bearing a party's original signature is not delivered.Any party providing its signature in such manner will upon request promptly forward to the other party an original of the signed copy of this Agreement. Update&Support Agreement, Page-9- CkywA ATTACHMENT A � Azteca Systems,Inc. 0 11075 South State Street,Suite 24 rks Sandy,UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 Pricing,Quotation Quote Number 00000858 Created Date 1/21/2014 Contact Info Contact Name Tim Moore Prepared By Matt Harman Company Name City of Renton,WA Phone (801)300-0693 Phone (425)430-6881 E-mail mharman @cityworks.com Email tmoore @rentonwa.gov Product ••c Product Line Item Description CW.ELAAMSSTA.Tier3A ELA-Server AMS STANDARD Tier 3A Pilot Project Software License 1.00 $20,000.00: $20,000.00 Total Price $20,000.00 Grand Total $20,000.00 Notes Quote Notes ***Terms and Conditions for Pilot Software Licensing*** 1.The included software for the pilot project will be the Cityworks Server AMS Standard ELA listed above.The cost of the license is$20,000 and will be valid as defined in the Software License Agreement. 2.The software license includes:Unlimited licenses of Cityworks Server AMS,Citizen Engagement Web App,Local Government Templates(LGT),Storeroom,Equipment Manager,Micropaver Interface,CCTV Interface,Contracts, Cityworks Analytics,the use of the API's for 3rd party Cityworks-centric applications,and Server AMS Mobile Apps. 3.The City of Renton will be considered a licensed client,current on update and support.Access to technical support, mycityworks.com and Cityworks documentation will be granted per the terms of the Software Update and Support Agreement. 4.After the completion of the pilot,if the City elects to move forward with Cityworks,the cost of the license for the pilot project($20.000)will be credited to the initial purchase price of either a Cityworks ELA or Site license only.If the City chooses to not proceed with Cityworks,Azteca Systems,Inc.shall retain the cost of the license($20,000)and all services fees. AZTECA SYSTEMS QUOTATION TERMS AND CONDITIONS COPYRIGHT 1995-2014 All quotations are valid for ninety-days(90)unless otherwise stated on the quotation form above.These prices and terms are valid only for items purchased for use and delivery within the United States. Unless otherwise referenced,this quotation is for the Cityworks software only. Pricing for implementation services(installation,configuration, training,etc.)is provided separately and upon request. The procurement,installation and administration of the Esri software utilized in conjunction with Cityworks will be the responsibility of the customer. The procurement,installation and administration of the RDBMS utilized in conjunction with Cityworks will be the responsibility of the customer. Currently,Cityworks supports Oracle and SQL Server. The procurement, installation and administration of the infrastructure(hardware and networking)utilized in conjunction with Cityworks will be the responsibility of the customer. This quotation information is proprietary and may not be copied or release 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,Inc. 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,Tax Exemption Certification 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 Cityw(ffnks ATTACHMENT A �r�` Azteca Systems, Inc. 11075 South State Street,Suite 24 AF IR Sandy, Corporate Main 801-523-2751 Corporate Fax 801-523-3734 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 subject only to the terms and conditions of the Cityworks Software License Agreement.A fully executed copy of the Software License Agreement is required before delivery and installation. Delivery FOB Sandy,UT 84070,USA. Allow thirty-days(30)from Azteca System's receipt of the Purchase Order,signed Software License Agreement and other documents,as required. Delivery method is by way of download through Azteca's customer support web portal, Payment Terms Net thirty(30)days. Taxes Prices quoted do not include applicable sales or use taxes unless so stated. In preparing your budget and/or Purchase Order,please allow for applicable sales and use taxes,as necessary.Azteca Systems reserves the right to collect sales and use tax assessed by states as required by law.Azteca Systems will add any applicable tax to the invoice unless proof with the order is shown that your organization is tax exempt or pays any applicable tax directly.