HomeMy WebLinkAboutContracts & Agreements_102-2022Cityworks_
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Azteca Systems LLC 11075 South State, Suite 24 Sandy, UT 84070
TEL 801.523.2751 FAX 801 523.3734
www.dtvworks.com
CITYWORKS''
SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
This Software License and Maintenance Agreement (' Agreement ) is made by and between Azteca Systems LLC
('Azteca Systems' or Azteca") a Delaware limited liability company with a place of business set forth on Addendum
#1 below and City of Redlands, California (hereinafter referred to as Licensee" or "Customer'), using certain of
Azteca Systems Licensed Products This Software License and Maintenance Agreement is effective upon the date of
signature by Licensee below (the "Effective Date")
Azteca Systems Products are licensed under the terms and conditions of this Agreement This Agreement, when executed
by the Licensee and Azteca Systems, as licensor of the Software, or the Online Services, and Documentation licensed
under this Agreement, will supersede any previous agreements
This Agreement includes (i) this Software License and Maintenance Agreement. (u) Addendum #1 — Product Licensing,
(in) Addendum #2 — Standard Maintenance and Support, and (iv) Addendum #3 — Third Party Contractor
Acknowledgment
This Agreement may be executed in duplicate by the Parties An executed Agreement, modification, amendment. or
separate signature page shall constitute a duplicate it 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 and Maintenance 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 username 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 Licensees 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 ''Beta" means any alpha, beta, or other prerelease version of a Product
e 'Client Data' means the data provided or inputted by or on behalf of Licensee, including personally
identifiable information, for use with the Software
f "Cloud Services' means both Azteca Systems Managed Cloud Services and Online Services
g "Covered Software" shall mean the particulai Cityworks Software, scripts, interfaces and custom code
identified in Addendum #1
h "Concurrent Use License" means that Licensee may install and use the Software on computer(s) on a
network, but the number of simultaneous users (logins) may not exceed the number of licenses required
i "Testing Server License" means a license that authorizes I icensee to install and use the Software on a
server in Licensee's internal use to provide testing License rights prior to deployment
"Documentation" means all user reference documentation that is supplied to the Licensee by Azteca
Systems pursuant to this Agreement for aiding or enabling the use of the Software and is deemed to include
any Azteca Systems -provided revisions thereof
k internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal
operations but does not include access of the Licensed Products by or use of the Licensed Products in the
provisions of services to Licensee's clients or customers Internal Use also includes use of the Licensed
Products by contractors of Licensee. including contractors providing outsourcing or hosting services, as
long as Licensee assumes full responsibility for the compliance with this Agreement in such use Use of
the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a
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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.
I 'Licensed Products or Products' shall mean the portion of the Cityworks Software and the
Documentation to which Licensee has purchased a License as identified in Addendum NI attached hereto.
Licensed Products shall include any updates or upgrades to the Licensed l'roduets that Aztcca Systems
may at its discretion deliver to Licensee, Products includes but is not limited to Software and
Documentation licensed under the terms of this Agreement.
m "Login" means a license that allows Licensee to permit a single authorized named end user to use the
Software. Data. and Documentation installed on a server and accessed from a computer device.
n. 'Malicious Code" means software viruses; worm time bombs; Trojan horses; or any other computer code,
files, denial of service, or programs designed to interrupt, destroy or limit the functionality of any
computer software, hardware, or telecommunications equipment.
o. `Named User(s) is Licensee's employee, agent. consultant, or contractor to whom Licensee has assigned a
unique. secure login credential (identity) enabling access to a Product that requires such identity in order
to access identity -managed capabilities within a l'roduct or subscription to Online Services for I iecnsce s
exclusive benefit.
p. "Online Services" means the commercially available, internet-based asset management system that Azteca
Systems provides (commonly known as Cityworks Online). including applications and associated APIs. for
storing, managing, publishing, and using maps. data. and other information, Online services exclude Data
and Content.
q. 'Online Services Subscription' means a limited -term subscription conveying the right for one or more
named users to access and use Online Services.
r 'Ordering Document(s)" means a sales quotation, purchase order or other document identifying the
Products that Licensee orders.
s. Preview' means any alpha. beta. or prerelease Product.
t. Product(s)" means Software and Documentation licensed under the terms of this Agreement.
u. 'Sample(s)" means sample code. sample applications, sample add-ons, or sample extensions of Products.
v "Server" means each single instance of an operating system, whether physically installed on a computer or
within a virtualized environment.
w "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. documentation, updates. upgrades. and service
packs. Without limitation. the Software is deemed to include any alpha, beta, prerelease or restricted
version(s). or final commercial release(s), provided in source, object. or executable code format(s),
inclusive of backups. updates, service packs, sample code. or merged copies permitted hereunder or
subsequently supplied under this Agreement. Unless otherwise indicated by the context herein, the term
Software is also deemed to include its associated Documentation
x. 'Standard Maintenance" or "Maintenance Addendum shall mean the Standard Software Maintenance &
Support Addendum N2.
y "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
All Azteca Systems Offerings are the copyrighted works of Azteca Systems. Azteca Systems or its licensors own the
Products and all copies. which arc protected by United States and applicable international laws, treaties. and conventions
regarding intellectual property and proprietary rights. including trade secrets. This Agreement does not transfer ownership
rights of any description in the software, materials. products, or services to Licensee or any third party Licensee agrees
to use reasonable means to protect Products from unauthorized use. reproduction, distribution. or publication. All rights
not specifically granted in this Agreement are reserved to Aztcca Systems and its licensor(s). Azteca Systems does not
acquire any rights in Customer Content under this Agreement other than as needed to provide Azteca Offerings and
Services to Customer
ARTICLE 3—GRANT OF LICENSE
3 I Grant of License, Subject to the terms of this Agreement, Aztcca Systems grants to Licensee a personal,
nonexclusive, nontransferable license solely to use the Products as set forth in Addendum 111 — Product Licensing (i)
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for which the applicable license fees have been paid, (ii) for Licensee's own internal use; (iii) in accordance with this
Agreement and the configuration ordered by Licensee or as authorized by Azteca Systems; and (iv) for the applicable
'l erm or until terminated in accordance with Article 6. 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 # I - Product Licensing which
applies to specific Products. Addendum #2 - Standard Maintenance and Support, and Addendum #3 - Third -Party
Contractor Acknowledgment (if applicable) collectively, arc incorporated by reference into this Agreement.
a. Software. Use and license for specific Software products are set forth in Addendum 41- Product Licensing,
which is incorporated by reference.
b. Maintenance. Maintenance terms are set forth in Section 10 10 below and in Addendum #2 - Standard
Maintenance and Support. which terms are incorporated by reference.
c. Thfrd Party Contractor Terms of use for Third -Party Contractor software usage (if applicable) are set forth in
Addendum #3 - Third -Party Contractor Acknowledgment, which is incorporated by reference.
3 2 Delivery Unless otherwise agreed, Azteca Systems shall provide an electronic link to make available to
Licensee the Licensed Products by electronic download and a license key to activate thc Licensed Products.
ARTICLE 4—SOFTWARE AND ONLINE SERVICES
4 1 Software Terms of Use
a. For Products delivered to Licensee. Licensee may
I Install. access, 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;
4 Move the Software in the licensed configuration to a replacement server, and
5 Governmental or not -for -profit organization that operate a website or offer internet services may use
server Software for revenue -generating purposes on a cost -recovery basis and not for profit.
b. Licensee may use. copy, or prepare derivative works of Documentation supplied in digital format and
thereafter reproduce, display and redistribute thc customized documentation only for Licensee's own
internal usc. Portions of Documentation supplied in digital format merged with other software and printed
or digital documentation are subject to this Agreement. Licensee shall include the following copyright
attribution notice acknowledging the proprietary rights of Azteca Systems and its licensors: "Portions of this
document include intellectual property of Azteca and its licensors and arc used herein under license.
Copyright 0 [Licensee will insert the actual copyright date(s)from the source materials] Azteca Systems,
LLC. and its licensors. All rights reserved."
c. Consultant or Contractor Access. Subject to Section 3 1 and Addendum #3. Azteca Systems grants
I icensce the right to permit Licensee s Third -Party Consultants or Contractors to use thc Products
exclusively and solely for Licensee's benefit. Licensee must comply with terms and provisions of
Addendum #3 and provide a copy to Azteca Systems. Licensee shall be solely responsible for compliance
by Third -Party Consultants and Contractors with this Agreement and shall ensure that the Third -Party
Consultant or Contractor discontinues Product use upon completion of work for Licensee. Access to or use
of Products by 'Third -Party Consultants or Contractors not exclusively for Licensee's benefit is prohibited.
4.2 Online Services Terms of Use
a. Use of Online Services is also subject to the Cloud Services Terms found in Addendum 112.
b Modification of Online Services. Azteca Systems may change Online Services and associated APIs at
any lime, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any
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modification, discontinuation, or deprecation of Online Services causes a material. adverse impact to
Customer's operations. Azteca Systems may at its discretion. attempt to repair correct, or provide a
workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its
subscription to Online Services. and Azteca Systems will issue a prorated refund.
4.3 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Software
and Online Services for which Customer acquires Named User Licenses.
a. Named Users.
1 Named User login credentials are for designated users only and may not be shared with other
individuals,
2, Customer may reassign a Named User License to another user if the former user no longer requires
access to the Software or Online Services.
3 Customer may not add third parties as Named Users, other than third parties included within the
definition of Named Users.
4 4 Limited -Use Programs.
a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation. or beta program are
licensed for evaluation and testing purposes only and not for commercial use, Any such use is at Customer's
own risk and the Products do not quality for Maintenance. If Customer does not convert to a purchased license
or subscription prior to the expiration of the trial. evaluation, or beta license. Customer may lose any Customer
Content and customizations made during the license term If Customer does not wish to purchase a license or
subscription. Customer should export such Customer Content before the license expires.
b. Educational Programs. Licensee agrees to use Products provided under an educational program solely
for educational purposes during the educational use Term. Licensee shall not use Products for any
Administrative Use unless Customer has acquired an Administrative Use license. "Administrative Use" means
administrative activities that arc not directly related to instruction or education. such as asset mapping. facilities
management, demographic analysis, routing. campus safety and accessibility analysis. Customer shall not use
Products for revenue -generating or for -profit purposes.
c. Other Azteca Systems Emergency or Limited -Use Programs. If Licensee acquires Products under any
limited -use program not listed above. Licensee's use of the Products may be subject to the terms set forth in the
applicable launching page. letter or enrollment form or as described on Azteca s website in addition to the
nonconfiicting terms of this Agreement.
4.5 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions. or as
provided herein, Licensee shall not
a. Sell, rent. lease. sublicense. lend, assign. or time-share Licensed Software or 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);
c. Redistribute Software, Data, or Online Services to third parties. in whole or in part. including, but not
limited to, extensions, components, or APIs;
f. Distribute Authorization Codes to third parties;
g. Reverse engineer, decompile, or disassemble Products,
h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Licensed
Products;
i. Upload or transmit content or otherwise use Products in violation of third -party rights. including intellectual
property rights. privacy rights, nondiscrimination laws, or any other applicable law or government
regulation,
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, Unbundle or independently use the individual or component parts of Software or Online Services;
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I Incorporate any portion of the Software into a product or service that competes with the Software;
m Publish the results of benchmark tests run on Software without the prior written permission of Azteca
Systems; or
n. Use, incorporate. modify distribute, provide access to, or combine any computer eodc provided with thc
Software in a manner that would subject such code or any part ot'the Software to open source license
terms. which includes any license terms that require computer code to be (1) disclosed in source code form
to third parties. (ii) licensed to third parties for the purpose of making derivative works. or (iii)
redistributable to third parties at no charge.
ARTICLE 5—AZTECA SYSTEMS MANAGED CLOUD SERVICES
5 1 Definitions. The following are supplemental definitions provided in Article I
a. "Azteca Managed Cloud Services" means the hardware. Software, Data, network platform that Azteca Systems
or its third -party supplier provides as part of Azteca Managed Cloud Services,
b. `Hosting means the business of housing and making accessible Licensee Content via thc internee.
5.2 Provision of Azteca Managed Cloud Services.
a. General Terms. Use of Azteca Systems Managed Cloud Services is subject to the Cloud Services terms
found in Addendum #2 of this Agreement.
b. Requirements Planning. It is Customer s responsibility to plan for and address with Azteca Systems
changes to Customer's requirements. such as the nccd for additional capacity, the update of an
application or dataset. or increased level of system availability
c. Compensation and Expenses. Azteca Systems will invoice Customer annually for the Azteca Systems
Managed Cloud Services to be provided the upcoming year Customer will pay invoices within 30 days
of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the
delivery of Customer Content to Azteca Systems or removal of Customcr Content from the Azteca
Systems Managed Cloud Services environment.
d. Risk of Loss. Risk of loss for all Customer Content shall at all timcs remain with Customer and it is
Customer's sole responsibility to maintain regular backups of Customer Content.
e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement,
Customer shall notify Azteca Systems if Customer Contcnt includes personally identifiable information
f Public Software. Customer may not use. and may not authorize its end users or contractors to
combine or use any Azteca Systems Offerings with any software (including any underlying
dependencies), documentation. or other material distributed under an open source or other similar
licensing or distribution model that requires as a condition of such model that any component of the
Azteca Systems Offering to he (i) disclosed or distributed in source code form, (ii) made available
free of charge to third parties. or (iii) modifiable without restriction by third parties.
g. Monitoring. Licensee will provide information and other materials related to its Licensee Content
as reasonably requested by Azteca Systems or its Hosting partner to verify Azteca s or Licensee's
compliance with this Agreement. Azteca Systems or its Hosting partner, as applicable, may browse,
index, or otherwise monitor the external interfaces of any Licensee Content solely for the purpose
of verifying compliance with this Agreement.
ARTICLE 6—TERM AND TERMINATION
6.1 The initial term of this Agreement will begin on the Effective Date, or upon such latter dates set forth in
Addendum 111, and in each case provided a valid purchase authorization is issued. This Agreement may then be
renewed annually by payment of the then current maintenance fees for the next annual maintenance period as set
forth in Addendum #1
6.2. Either party may terminate this Agreement or any Product license for a material breach that is not cured within
thirty (30) days of written notice to the breaching party except that termination shall be deemed to have immediate
effect for a material breach that is impossible to cure.
6.3 Termination by Licensee for Convenience. In the event that either funding from Licensee or other sources is
Cityu'o 'ks License & Maintenance Agreement Page 5 of 18 / 1/2/ eel.
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, or for convenience, Licensee may terminate
subsequent Term Maintenance Periods by giving Azteca Systems at least thirty (30) days' written notice prior to the
end of the current Term Maintenance Period. The effective date of such termination will be the start of the
subsequent Term. I f terminated prior to current term, no refund is provided unless termination is made prior to the
first 90 days of the initial term period.
6.4 Termination by Azteca Systems. Azteca Systems may terminate this Software I icensc and Maintenance
Agreement and/or any license granted hereunder if.
a. Licensee violates its obligations under this Software License and Maintenance Agreement and fails to
cure the breach within thirty (30) days after Azteca Systems written notification, provided however that
no cure period prior to termination will he required as noted in section 6,2.
b. Licensee ceases to do business in the ordinary course, or becomes insolvent, enters bankruptcy,
reorganization, composition or other similar proceedings under applicable laws. whether voluntary or
involuntary or admits in writing its inability to pay its debts. or makes or attempts to make an
assignment for the benefit of creditors. Such termination shall be effective upon notice to such party or
as soon thereafter as is permitted by applicable law
6,5 Upon termination of the License and Maintenance Agreement, all Product licenses granted hereunder terminate
as well. Upon termination of a License or the Software I icense and Maintenance Agreement, Licensee will (i) stop
accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services, and (iii)
uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control. including any
modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca
Systems.
6.6. If this Agreement is terminated per section 6.3, the Licensee is only liable for payment required by the terms of
this Agreement for license, maintenance. and support services rendered or products and software received and
accepted prior to the effective date of termination.
6 7 If this Agreement is terminated per section 6.3 or 6.4, Licensee shall then return to Aztcca 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 ofone (I) 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. Upon termination, Azteca Systems will no longer provide updates. patches, or support. If Licensee
needs to retain access to records or data for a period longer than one (I) year in order to transfer data to another
system, Azteca will consider reasonable requests to extend beyond one (1) year
6.8. If Licensee has an Online Services Subscription, Managed Cloud Services, or Online Services Product, then
upon termination per section 6.3 or 6 4, Azteca Systems will provide Licensee the ability for 30 days to download.
backup, or otherwise archive all Licensee Data.
6 9 The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems
shall remain in force should breach or termination of any kind occur
ARTICLE 7—LIMITED WARRANTIES AND DISCLAIMERS
7 1 Limited Warranties. Except as otherwise provided in this Article 7 Azteea Systems warrants for a period of
ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the
unmodified Software will substantially conform to the published Documentation under normal use and service.
7.2 Special Disclaimer Third -Party Content; Data; Samples; hot fixes; patches; updates; Online Services
provided at no charge; and trial, evaluation, and beta Products are delivered "as is" and without warranty of
any kind.
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7 3 Disclaimers
a Internet Disclaimer Neither party will be liable foi damages under any theory of law related to the
performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or
prohibit the operation of Cloud Services
b Third -Party Websites, Third -Party Content Azteca Systems is not responsible for any third -party website
or third -party content that appears in or is referenced by Azteca Systems Products or Azteca Systems
websites including www cityworks.com and https.//mvcityworks.torce.com Providing links to third -party
websites and resources does not imply an endorsement, affiliation or sponsorship of any kind
7 4 General Disclaimer Except for the express limited warranties set forth in this Agreement, Azteca
Systems disclaims all other warranties or conditions of any kind, whether express or implied, including, but not
limited to, warranties or conditions of merchantability, fitness for a particular purpose, or non -infringement of
intellectual property rights Azteca Systems is not responsible for any nonconformities with Specifications or loss,
deletion, modification, or disclosure of Licensee Content caused by Licensee's modification of any Azteca Systems
Product or Service other than as specified in the Documentation Azteca Systems does not warrant that Products
and Services hereunder or Licensee's operation of the same, will be uninterrupted, error free, fault -tolerant,
or fail-safe or that all nonconformities can or will be corrected Products are not designed, manufactured, or
intended for use in environments or applications that may lead to death, personal injury, or physical
property/environmental damage Licensee should not follow any suggestions or instructions that appear to be
hazardous, unsafe, or illegal. Any such use shall be at Licensee's own risk and cost
7 5 If Licensee utilizes data fields available in the Licensed Products to store data not required for the
normal use and operation of our Licensed Products and Software for their intended purpose, Licensee agrees
(i) that Azteca Systems is not responsible for compliance with laws, rules and regulations specific to such Data
(eg. HIPAA or PCI Rules), and (ii) Licensee assumes all risks associated with, related to, or arising from
Licensee's use of data fields to store such data
7 6 Exclusive Remedy Licensee's exclusive remedy and Azteca Systems' entire liability tor breach of the limited
warranties set forth in this Section shall be limited to replace any defective media. (i) repair, correct, or provide a
workaround for the applicable Products or Services and subject to the Azteca Systems Maintenance Services and
Support Addendum, or (ii) at Azteca Systems election, terminate Licensee's right to use and refund the fees paid for
Azteca Systems Products or Services that do not meet Azteca Systems limited warranties, provided that Licensee
uninstalls, removes and destroys all copies of Software or Documentation, ceases using the Software or Online
Services, and executes and delivers evidence of such actions to Azteca Systems
ARTICLE 8—LIMITATION OF LIABILITY
8 I Disclaimer of Liability Neither Licensee, Azteca Systems, nor any Azteca Systems distributor or third
party licensor will be liable for any indirect, special, incidental, or consequential damages, lost profits, lost
sales, loss of goodwill, costs of procurement of substitute goods or services; or damages exceeding the
applicable license fees paid for the current Term support period, or current Subscription fees, or Services
fees actually paid to Azteca Systems for the Azteca Systems Products or Services giving rise to the cause of
action
8 2 The limitations and exclusions of liability in the preceding paragraph do not apply to Licensee's infringement,
misuse, or misappropriation of Azteca Systems or Azteca Systems licensors' intellectual property rights, either party's
indemnification obligations, gross negligence, willful misconduct or violations of the Export Compliance clause of
this Agreement or any applicable law or regulation
8 3 Applicability of Disclaimers and Limitations Azteca Systems (or its authorized distributor if any) has set its
fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement, the fees reflect
an allocation of risk that is an essential basis of the bargain between the parties These limitations will apply
whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential
purpose of any exclusive, limited remedy
8 4 The foregoing warranties limitations, and exclusions may be invalid in some jurisdictions and apply only to the
extent permitted by applicable law or regulation in Licensee's jurisdiction Licensee may have additional rights under
Ciiyworks License c& Maintenance Agreement Page 7 of 18 uizt ed
law that may not be waived or• disclaimed. Azteca Systems does not seek to limit Licensee's warranty or remedies to
any extent not permitted by law
ARTICLE 9—INDEMNIFICATIONS
9 I Definitions. The following definitions supplement the definitions provide in Article I
a. "Claim" means any claim. action. or• demand by a third party
b. "Indemnitces" means Customer and its directors, officers, and employees.
c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Azteca Systems
Products or Services infringes a patent, copyright, trademark, or trade secret.
d. •Loss(es)" means expenditure. damage award, settlement amount, cost. or expense, including awarded
attorney s fees.
9.2 Infringement Indemnity
a. Azteca Systems will defend. hold all indemnitees harmless from and against any Loss arising out of an
Infringement Claim
b. If Azteca Systems determines that an Infringement Claim is valid, Azteca Systems may at its expense. either (i)
obtain rights for Customer to continue using the Azteca Systems Products or Services or (ii) modify the Azteca
Systems Products or Services while maintaining substantially similar functionality I f neither alternative is
commercially reasonable, Azteca Systems may terminate Licensee s right to use the Azteca Systems Products or
Services and will refund any unused portion of'fees paid for Term Licenses, Subscriptions, and Maintenance.
c. Aztcca Systems has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the
Infringement Claim arises out of (i) the combination or integration of Azteca Systems Products or Services
with a product. process, or system or• element not supplied by Azteca Systems or• specified by Azteca Systems in
its Documentation, (ii) alteration of Azteca Systems Products or Services by anyone other than Azteca Systems or
its subcontractors, (iii) compliance with Licensee s specifications, or• (iv) use of Products or Services after Aztcca
Systems either provides a modified version to avoid infringement or terminates Licensee's right to use the
Products or Services.
9.3 General Indemnity Azteca Systems will defend and hold all Indemnitees harmless from. and indemnify any
Loss arising out of, any Claim for bodily injury death, or tangible or real property damage brought against any of
the Indemnitces to the extent arising from any negligent act or omission or willful misconduct by Azteca Systems or•
its directors, officers, employees, or agents performing Services while on Customers site.
9 4 Conditions for Indemnification. As conditions for• indemnification, lndcmnitee will (i) promptly notify
Azteca Systems in writing of the Claim, (ii) provide all available documents describing the Claim. (iii) give Azteca
Systems sole control of the defense of any action and negotiation related to the defense or• settlement of any
Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Azteca Systems
request and expense.
9.5 This section sets forth the entire obligation of Azteca Systems, its authorized distributor (if any), and its
third -party licensors (if any) regarding any Claim for which Azteca Systems must indemnify Licensee.
ARTICLE 10—GENERAL PROVISIONS
10.1 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re-
export, import. transfer or release Products. in whole or in part, to (i) any US embargoed country, (ii) any person on
the US Treasury Department's list of Specially Designated Nationals. (iii) any person or entity on the US Commerce
Department's Denied Persons List. Entity List, or• 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 impor•t/export license or• license exemption and any
amendments and supplemental additions to those import/export laws as they may occur from time to time.
10.2 Taxes and Fees, Shipping Charges. License and Subscription fees quoted to Licensee are exclusive of any and
all taxes or fees. including, but not limited to. sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs,
and shipping and handling charges.
Citywar/s License & Maintenance Agreement Page 8 of 18 /1/21 ed.
10.3 No Implied Waivers. The failure ofeithcr party to enforce any provision of this Agreement shall not be
deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
10,4 Severability The parties agree that it'any provision of this Agreement is held to be unenforceable for any
reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable,
10.5 Successor and Assigns. Licensee shall not assign. sublicense, or transfer Licensee's rights or delegate
Licensee's obligations under this Agreement without Azteca Systems' prior written consent, and any attempt to do so
without consent shall be void, This Agreement shall be binding on the respective successors and assigns of the parties
to this Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products
may assign this Agreement and Products acquired for delivery to its government customer upon written notice to
Azteca Systems, provided the government customer assents to the terms of this Agreement.
10,6 Survival of Terms. The provisions of Articles 2.6, 7 8.9 and 10 of this Agreement, and the provisions of
section 4 1 of Addendum 112. shall survive the expiration or termination ol'this Software License and Maintenance
Agreement.
10 7 US Government Licensee. The Products are commercial items, developed at private expense. provided to
Licensee under this Agreement. If Licensee is a US government entity or US government contractor Azteca Systems
licenses Products to Licensee in accordance with this Agreement under FAR 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. I'he commercial license rights in this
Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Azteca Systems Software source
code is unpublished. and all rights to Products arc reserved by Aztcca 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.
10.8 Governing Law This Agreement is not subject to the United Nations Convention on Contracts for the
international Sale ot'Goods.
• Government Entities. If Licensee is a government entity the applicable laws of the Licensee s
jurisdiction govern this Agreement.
■ Nongovernment Entities. US federal law and the law of the State of Utah exclusively govern this
Agreement, excluding their respective choice of law principles.
10 9 Dispute Resolution. The parties will use the following dispute resolution process:
• Equitable Relief. Either party will have the right to seek an injunction. specific performance. or other
equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving
injury as a condition for relief
• US Government Agencies. This Agrecmcnt is subject to the Contract Disputes Act of 1978. as amended
(41 USC 601-613).
• Other Government Entities. Azteca Systems will comply with mandatory disputc resolutions under
applicable law
■ Negotiation and Litigation The parties will attempt negotiation in good faith and a spirit of mutual
cooperation Except as noted above, lithe parties are unable to resolve any dispute through negotiation,
then the governing law shall be as set forth in section 10.8.
10.10 Maintenance. Maintenance for qualifying Software consists of updates (provided on a when -and -if available
basis) and other benefits, such as access to technical support, which are provided during the Term. Maintenance is
specified as set forth in Addendum 112.
10 1 1 Audit Upon Azteca System's written request, Licensee shall certify in a signed writing that its use of the
Licensed Product is in full compliance with the terms of this Agreement (including any restrictions herein) Aztcca
Cityworks License & Maintenance Agreement Page 9 of I8 /1/21 ed.
Systems of its authorized representative may, upon prior reasonable notice of at least ten (10) days, inspect and
audit Licensee's records and use of the Licensed Products to confirm compliance with this Agreement All such
inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably
interfere with ordinary business activities Licensee shall be responsible for any audit costs only in the event that
such audit reveals that Licensee's use is not in accordance with the permitted uses under this Agreement, and for
unpaid license fees
10 12 Feedback Azteca Systems may freely use any feedback, suggestions, or requests for Product improvements
that Licensee provides to Azteca Systems Regardless of the source of any feedback or suggestions, any
improvements to Software or Products, and any related intellectual property are owned by Azteca Systems
10 13 Patents Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide
that is based on or incorporates any Azteca Systems technology of services This express prohibition on patenting
shall not apply to icensee's software and technology except to the extent that Azteca Systems technology or services,
or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application
10 14 Force Majeure A party will not be liable for any failure of of delay in the performance of this Agreement
for the period that such failure or delay is due to causes beyond the party's reasonable control Such causes may
include but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government
orders, or any other force majeure event
10 15 Independent Contractor Azteca Systems is and at all times will be an independent contractor Nothing in
this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Azteca
Systems and the Licensee No party has any authority to enter into contracts on behalf of another party or otherwise
act on behalf of another party
10 16 Entire Agreement This Agreement including its incorporated documents, addendums, and exhibits
constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any
previous license agreements, understandings, and arrangements between the parties relating to such subject matter
Additional or conflicting terms set forth in any purchase orders invoices, or other standard form documents
exchanged during the ordering process, other than product descriptions quantities, pricing, and delivery instructions
are void and of no effect Any modification(s) or amendment(s) to this Agreement must be in writing and signed by
each party or as otherwise provided in Addendum #1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and made effective by their
respective authorized representatives
AZTESYSTEMS, LLC
By
mn
Name Brian L Flaslam
Title President CEO
Date 1(/9"0
Name Paul T Banch
1 itie Mayor
6/22/z2
Date
Attest
RNIA — (LICENSEE)
nne Donaldson, City Clerk
Citvu'orks License & Maintenance 9greemenl Page 10 of 18
11 21 ecl
ADDENDUM #1
PRODUCT LICENSING
1 Licensed Software:
Server AMS Standard Enterprise License Agreement (ELA), Includes Unlimited Quantities of the
Identified Products.
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)
Workload
Web Hooks
Citizen Engagement API
Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available
Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners
Server PLL Standard Enterprise License Agreement (ELA). Includes Unlimited Quantities of the
Identified Products.
Respond
Mobile Native Apps (for iOS/Android)
--includes the following Add-ons:
eURL (Enterprise URL)
Public Access for PLL
Cityworks Analytics for PLL
Workload
Web Hooks
Use of Cityworks PLL Application Programming Interfaces (APIs) with commercially available
Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners
Additional Software Products & Licenses & Annual Renewals Additional Software Products &
Licenses may he added in this Agreement as well as annual renewals of this Agreement with either an
acknowledgement of an official Cityworks quote signed by Licensee and additional fees, if necessary or
applicable being paid, or receipt of Purchase Order from Licensee in response to an official Cityworks
quote and additional fees if applicable being paid.
Cityworks License & Maintenance Agreeinenl Page 1 1 or 18 i 1/2 t ed.
2. Notices & Licensee Information: Until or unless otherwise modified, all notices relevant to this
agreement shall be sent to the following address:
Azteca Systems, LLC
11075 South State, Suite 24
Sandy, Utah 84070
City of Redlands, California
35 Cajon Street
Redlands, CA 92373
Attn. Danielle Garcia
E-mail dgarcia@cityofredlands.org
Phone 909-798-7507
3 Effective Date of Software (Date Software made available)
MM/DD/YYYY
05/05/2022
4 Schedule of Payments and/or Fees under Agreement
Annual Period
Date
From/To (mm/dd/yyyy)
Amount
Period 1
05/05/2022 — 05/04/2023
$46,994.00
Period 2
05/05/2023 — 05/04/2024
$49,343.70
Period 3
05/05/2024 — 05/04/2025
$51,810.89
5 Additional Items (If Any):
a. Annual fee herein is based on a 50,001 - 100,000 population range.
b. If Licensee is receiving an Online product, the following apply
i CWOL — Cityworks Online: Cityworks Online (CWOL) — is a Cityworks Online hosted
services subscription for the right to access and use the Online Services for the products identified
hereinabove. CWOL is a highly scalable hosted services product offering.
ii CWOL is hosted on Azteca Systems' servers and completely scaled, managed, updated, backed
up, and maintained by Azteca Systems. Because Azteca Systems controls the update schedule,
users are not responsible for upgrading, managing, or patching the system themselves.
Cityworks License & Maintenance Agreement Page 12 of 18 11/21 ed,
ADDENDUM #2
STANDARD MAINTENANCE AND SUPPORT
Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca Systems, LLC ("Aztcea
Systems or "Azteca''). Maintenance and support are provided subject to the terms and conditions of the signed Software
License and Maintenance Agreement, and which is incorporated by reference.
I MAINTENANCE & SUPPORT Aztcca Systems will provide maintenance and support services to Licensee for
qualifying Products during the applicable Term for such Products provided the applicable license and maintenance
fees have been paid for the times and periods and amounts specified in Addendum 111 Maintenance and Support
services consist of the following benefits: maintenance items (provided on a when -and -if available basis) which may
include subsequent version releases of the licensed software, service packs, upgrades and updates, and technical
support.
I 1 Azteca Systems will ensure upward compatibility for the licensed software applications within a
reasonable timeframe for minor Esri® ArcGIS and Cityworks supported database revisions. Azteca Systems
will not ensure upward compatibility for licensed software applications when there are major Esri ArcGIS
revisions (for example. from rev 10.x to rev 11.x). however Azteca Systems will make all reasonable efforts to
provide upward compatibility
I.2. Azteca Systems shall. without additional charge (except as allowed for in paragraph 3 4), during the
term of this Agreement provide the following.
a. Software Updates. Software Updates includes upgrades and service packs which are a
collection of files that enhance or correct the licensed software, and which will be available
for Licensee to download during the Maintenance'I'erm/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 othcrs, however are specifically excluded as support services under this
Addendum
a. Support for applying or installing upgrades and service packs (except for Online Products);
b. Assistance with questions related to third -party software, computer hardware, networking.
and other similar items that are not provided by Aztcca;
e. Assistance with computer operating system questions not directly pertinent to the licensed
software;
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 licensed software. including but not limited to neglect, abuse.
unauthorized modifications, and/or unauthorized updates;
f Consulting regarding customizations created to function with the licensed software unless
the customization is identified and listed as licensed software in Addendum N 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
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
Cityworks License & Maintenance Agreement Page 13 of 18 1 //2/ ed.
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 pei 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.myCitVWOrks.com
1 8 Additional Support Items
a On a when -and if available basis updates to the licensed software (Addendum #1) means subsequent
releases of the program which Azteca generally makes available to its customers who are under an active
Software License and Maintenance Agreement for which fees have been paid for the relevant support
period
b Occasionally. Azteca changes the name of its licensed software as part of its ongoing process to improve
and increase the functionality of the software In the event the software licensed or listed in Addendum #1
changes in name, and/or improvements are made. Azteca will provide software with functionality that is
similar to or with substantially the same or greater functionality of the originally licensed software,
provided all current license or maintenance fees have been paid
c Updates may not always include any release, option, or future program that Azteca licenses separately
Updates are provided on a when -and if available basis as determined by Azteca Systems Azteca Systems
is under no obligation to develop any future programs or functionality Any updates made available will
made available to you for download Customer is responsible for copying, downloading, and installing
the updates
2 PROCEDURES FOR ACCESSING SUPPORT
2 1 All problem categories from routine, non critical and critical, that occur during normal business hours
shall procedurally occur as follows 1) Licensee's system administration staff as first line of support, and then 2)
Azteca Systems staff as the second line of support Azteca Systems will make all reasonable efforts to
acknowledge all requests for support during normal business hours within four (4) hours
2.2 Prior to calling Azteca Systems for support services the Licensee will first attempt to isolate any
problems that occur within the Licensee's System The Licensee will try to reduce the problem down to a
specific software or system component If it is determined that the problem is the Cityworks Software
component, Licensee will first try and resolve the problem without Azteca Systems involvement If Licensee
cannot resolve the problem or isolate the problem, Licensee may contact Azteca Systems via telephone, chat, or
self-service portal In each case, Cityworks technical support will log the information and provide an answer to
the question, a resolution to the problem, or submit a verified bug to the development group Any support
request that is not quickly resolved will be assigned to a technical support representative Phone calls and chat
requests are accepted during normal business hours as outlined on the Contact Support page of
MyCityworks com Voicemails and requests submitted via the self-service portal outside of the posted business
hours will be responded to on a first come, first served basis the next business day
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 that will forward the call to the currently assigned Azteca Systems support representative
Cityworks License & Maintenance agreement Page 14 of 18 11/2! ed
Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for
critical problems that occur outside of normal business hours within four (4) hours of receipt of the call from a
designated and authorized Licensee representative. Critical problems are defined as problems that cause several
users to be unable to perform their duties. For routine and non -critical problems. Licensee will submit support
requests during normal business hours as outlined in 2,2 above.
2.4 After a'I echnical 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 panics by mutual negotiation, shall develop a separate agreement that will govern
the terms and conditions for any on -site work or serviecs.
3 CHARGES/FEES
3 1 License, Maintenance. and Support Services herein are included in the payment of annual tees as set
forth in Addendum # I and shall be paid by Licensee. The annual fee for each twelve (12) month period is set
forth in Addendum # I 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 duc prior to the end of the preceding paid -up
Maintenance Period.
3.2. Upon sixty (60) days written notice, the fee for the License and Maintenance Periods listed in
Addendum # I subsequent to 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 thc CPI from the previous annual fee, "CPI" shall mean for all Urban Consumers, the U.S. City Average,
for all itcms, 1982-84=100 (the 'CPI-U"), as published by the Bureau of Labor Statistics, U.S. Department of
Labor Aztcca Systems will notify Licensee of the new pricing no later than sixty (60) days prior to the annual
renewal date of the year preceding the year for which such adjusted pricing applies.
3,3 Maintenance Expiration. Azteca Systems will send Licensee a notice of expiration approximately
sixty (60) days before thc Maintenance term expires. if Azteca Systems does not receive a purchase ordcr prior
to thc expiration date, Aztcca will send the notification to Licensee upon expiration of the Maintenance term.
All other Maintenance benefits and Support services will end with the expiration of the Maintenance tcrm.
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 ot'the expiration date but at a later date wants to reinstate Maintenance.
Maintenance fees will include the Maintenance fees that Licensee would have paid since the expiration date.
4 MANAGED CLOUD AND ONLINE SERVICES
4 1 Prohibited Uses. Licensee shall not provide Customer Content or otherwise access or use Cloud
Services in a manner that.
a. Creates or transmits spam. spoofings, phishing cmails, or offensive or defamatory material, or stalks or
makes threats of physical harm.
b. Stores or transmits any Malicious Code,
c. Violates any law or regulation.
d. Infringes or misappropriates the rights of any third party;
Cityworks license & Maintenance Agreement Page 15 of 18 1 /12/ ed.
e Probes, scans. or tests the vulnerability of Cloud Services of breaches any security or authentication
measures used by Cloud Services without written approval from Azteca Systems product security officer,
or
f Benchmarks the availability. performance, or functionality of Cloud Services for competitive purposes
4 2 Service Interruption System failures or other events beyond Azteca's reasonable control may
interrupt Customer's access to Cloud Services Azteca Systems may not be able to provide advance notice of
such interruptions
4.3 Licensee Content
a Licensee grants Azteca Systems and its subcontractors a nonexclusive nontransferable worldwide right
to host run, modify, and reproduce Licensee Content as needed to provide Cloud Services to Licensee
Azteca Systems will not access, use, or disclose Customer Content without Customer's written permission
except as reasonably necessary to support Customer's use of Cloud Services Except for the limited rights
granted to Azteca Systems under this Agreement, Customer retains all its rights, title, and interest in the
Customer Content
b If Customer accesses Cloud Services with an application provided by a third party, Azteca Systems may
disclose Customer Content to such third party as necessary to enable interoperation between the
application, Cloud Services. and Customer Content
c Azteca Systems may disclose Customer Content if required to do so by law or regulation or by order of a
court or other government body. in which case Azteca Systems will reasonably attempt to limit the scope
of disclosure
d When Customer's use of Cloud Services ends, Azteca Systems will either
1 Make Customer Content available to Customer for download for a period of thirty (30) days unless
Customer requests a shorter window of availability or Azteca Systems is legally prohibited from
doing so, or
2 Download all Customer Content in Azteca Systems' possession to a medium of Customer's
choosing and deliver such Customer Content to Customer
Azteca Systems will have no further obligations to store or return Customer Content at the conclusion of the
Cloud Services
4 4 Removal of Customer Content Azteca Systems may remove or delete Customer Content if there is
reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this
Agreement If reasonable under these circumstances Azteca Systems will notify Customer before removing
Customer Content Azteca Systems will respond to any Digital Millennium Copyright Act takedown notices in
accordance with Azteca Systems copyright policy, available at vvww.citvworks.com/legal
4 5 Service Suspension Azteca Systems may suspend access to Cloud or Online Services (i) if Customer
materially breaches this Agreement and fails to timely cure the breach, (u) if Azteca Systems reasonably
believes that Customer's use of Cloud Services will subject Azteca Systems to immediate liability or adversely
affect the integrity, functionality or usability of the Cloud Services, (iu) for scheduled maintenance. (iv) to
enjoin a threat or attack on Cloud Services, or (v) if Cloud Services become prohibited by law of regulated to a
degree that continuing to provide them would impose a commercial hardship When feasible Azteca Systems
will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity
to take remedial action
Azteca Systems is not responsible for any damages. liabilities. or losses that may result from any interruption
or suspension of Cloud Services or removal of Customer's content as described above
4 6 Notice to Azteca Systems Licensee will promptly notify Azteca Systems if Customer becomes aware
of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services
Cilyworks License & Maintenance Agreement Page 16 of 18 11'2/ ed.
4 7 Security Breach Notification. Azteca Systems will promptly notify Customer if Azteca Systems
becomes aware of any actual unauthorized disclosure, access. or use of Customer Data ("Security Breach"). The
notification will be sent using the contact information on file with Azteca Systems at the time of the Security
Breach and will include information related to the cause of the Security 13reach (if known) and steps Azteca
Systems has or will take to mitigate the risk of a similar Security Breach from occurring in the future. To the
extent that the Security Breach was caused by any act or omission of Azteca Systems, Azteca Systems agrees to
reasonably cooperate with Customer in investigating the Security Breach and provide information and
documents reasonably requested by Customer to the extent such information and documents can aid Customer
in investigating the Security Breach. If the Security Breach was not caused by an act or omission of Azteca
Systems, Customer may request reasonable assistance from Azteca Systems subject to the availability of Azteea
Systems resources and at Azteca Systems' standard hourly rates
5 MISCELLANEOUS
5 I Data Confidentiality Statement. Azteca Systems will take reasonable measures to ensure that any
Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or
distributed to any third -party Data provided to Azteca Systems by the Licensee may be loaded onto Azteca
Systems servers or employee computers for the purpose of testing the Cityworks Software, database structure,
or database values, and related Esri® software to resolve database or software performance issues, software
enhancements, and software defects, At no time will the data be distributed to individuals or organizations who
are not Azteca Systems employees without first receiving written approval from Licensee. If requested by the
Licensee, and once the testing has been completed. Azteca Systems will delete all data provided by the
Licensee.
5.2. No Implied Waivers. No failure or delay by Azteca Systems or Licensee in enforcing any right or
remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or
remedy by Azteca Systcms.
5.3 Azteca Systems will use commercially reasonable efforts to ensure that Azteca Systems Products and
Offerings will not transmit any Malicious Code to Licensee. Azteca Systems is not responsible for Malicious
Code that Licensee introduces to Azteca Systems Products or Offerings or that is introduced through Third -
Party Content. Malicious Code means software viruses; worms. time bombs, Trojan horses; or any other
computer code. files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of'
any computer software. hardware, or telecommunications equipment.
Cityworks License & Maintenance Agreement Page 17 of 18 II/?I ed.
ADDENDUM #3
THIRD -PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT
If Licensee engages any third party or contractor (Third Party) and desires to grant access to use the Licensed
Software, the access may be granted subject to the following terms conditions and provisions
1 Access and use of the Licensed Products by Third Party is solely for Licensee's benefit,
2 Third Party (or, if applicable, its employee) shall be considered the Authorized User for purposes of
the applicable license type, and all use shall be in accordance with the terms and conditions of the
Cityworks Software License and Maintenance Agreement with Licensee,
3 Before accessing the Licensed Products, Third Party agrees that (i) the software shall be used solely
in accordance with the terms of this Agreement, and (ii) said contractor shall be liable to Azteca
Systems for any breach by it of this Agreement,
4 Licensee hereby agrees and acknowledges that Licensee will be responsible for all use by Third
Party with respect to the use of the Licensed Products,
5 Upon expiration or termination of this Agreement, the rights of usage of Third Party shall
immediately terminated,
6 Use of the Products by Third Party will be governed by the terms of this Agreement, and will
require that Licensee purchase the appropriate license for each user utilized by Third Party, and
7 Licensee will ensure that Third -Party Contractor agrees to comply with and does comply with the
terms of this Agreement on the same basis as the terms apply to Licensee
The rights granted under Third -Party Contractor Addendum, do not modify the license or increase the number
of licenses granted under this Agreement Third Party, by their signature below, acknowledges that it has a
copy of the License Agreement and agrees to the terms herein Licensee shall provide a signed copy of this
Addendum to Azteca Systems at contractsOcityworks corn
Third Party (Print)
By
Third Party/Contractor Authorized Signature
Title
Date
Third Party Information
Licensee: City of Redlands, California
Address
City, State, Zip
Contact Name
Phone Number
Email
Cityworks License & Maintenance Agreement Page 18 of 18 11121 ed