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#13-6064 (Azteca Systems, Inc. #C156213) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Routed by Purchasing Department to Office Initial�A� rim the Following Addressee(s)(In routing order) 1. Risk Management Risk k►s- ?c....4-c -4744.4,4-4-0 are44%.4-01" 5r2- "/-sir 2. County Attorney Office County Attorney Office 3. BCC Office Board of County ` Commissioners / L��` \� � 4. Minutes and Records Clerk of Court's Office 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Kelsey Ward, Phone Number 252-8375 Purchasing Staff January 14,2014 Contact and Date Agenda Date Item was January 14,2014✓ Agenda Item Number 11.Ck7 Approved by the BCC Type of Document 1.Update&Support Agreement;2. Software Number of Original 2 each; Attached License Agreement Documents Attached 4 total PO number or account N/A Solicitation/Contract 13-6064 Azteca number if document is Number/Vendor Name Systems to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. Azteca Systems,Inc. Phone:(801)523-2751 11075 South State St. Cityvvorks FAX(801)523-3734 Suite 24 Email:info @cityworks.com Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® UPDATE&SUPPORT AGREEMENT Contract No. C156213 This agreement (Agreement) is between Collier County, a political subdivision of the State of Florida (hereafter the User), as specified in Attachment A, 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 Attachment A. 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 Attachment A. 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 User issues a Notice to Proceed in accordance with the Cityworks Software License Agreement Section 1.3, Contract No. C156213,between User and Azteca Systems. 1.4 "Licensed Software"shall mean the particular Software identified in Attachment A, Description of Covered Software. Update&Support Agreement,Page 1 of 11 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 Attachment A, 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 Attachment A, the terms and conditions of which are hereby incorporated by reference. 2. SUPPORT 2.1 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 Esri• 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 there are Update&Support Agreement,Page 2 of 11 CA major Esri ArcGIS and Cityworks supported databases revisions (for example, from rev 10.x to rev 11.x). 2.2 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 staffs 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 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 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 of 11 CPO. (f) consulting regarding Custom Applications created to function with the Covered Software unless the Custom Application is identified as Covered Software in Attachment A. 3. CHARGES 3.1 For services hereunder, User shall pay Azteca Systems an annual fee. The annual fee for the initial Update & Support Period is set forth in Attachment A, and shall be paid prior to the start of the initial Update &Support Period. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. The annual fee for successive Update & Support Periods (twelve-month periods commencing upon the anniversary of the initial Update&Support Period)shall become due upon 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 Attachment A 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 lesser of the Consumer Price Index (CPI) for the immediate twelve (12) month period preceding the anniversary date of the Agreement or three (3) percent. In the event that CPI exceeds six percent (6%), the contract amount for that renewal period shall be adjusted accordingly by mutual written agreement by the parties 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. Subject to amendment by the parties, Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-2. 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. As the result of mutual negotiation by the parties, Update&Support Agreement,Page 4 of 11 0 Azteca Systems shall provide a lump sum estimate and get the prior approval of User before incurring any costs for which it shall seek reimbursement from User under this Section. Any reimbursement shall be subject to Azteca providing verifiable documentation of such expenses to User. 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. UMITED 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 Attachment A. 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 initial Update & Support Period are renewable unless terminated as provided in Section 6 below. The User may, at its discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The User shall give the Contractor written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. The Update and Support Services consists of software and documentation updates including version upgrades 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. UMITATION OF UABIUTY 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 Update&Support Agreement,Page 5 of 11 GP provided hereunder by Azteca Systems, even though Azteca Systems may have been advised, known 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, as set forth in section 1.3, shall begin upon issuance of a Notice to Proceed by the User, and shall be for an initial ten (10) year period. The User may, at its discretion and with the consent of the Azteca Systems, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional ten (10)year period. Upon expiration of the last renewal period, the Agreement may be amended by the Parties to provide for additional renewal periods. The User shall give the Azteca Systems written notice of the User's intention to renew the Agreement term not less than ten (10)days prior to the end of the Agreement term then in effect. 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 during 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. 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 four(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 Update&Support Agreement,Page 6 of 11 op, IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. Accepted and Agreed: ATTEST: LICENSEE: Dwight E. BrQCI; Clerk BOARD OF COUNTY COMMISSIONERS FOR COLLIER C UNTY, F.ORIDA, ��, By: - _ By: / est as to Chairman's -Georgia-AT Date UCOr , 11 Dates Tom Henning, Chairman l gnature only. 'I Date: 111411`1 Approved as to Form and Legalit • i ` L.,19,.4 Assistant t unty Attl)rney ' Cmlly i2 • ?win Name Azteca Systems, Inc. First Witness: YVA7U4) rr By: Pt/tv S . 1"'?� By: PG-6C S - Rai S�%►u Geer a Mast'aias v '. Ett ¢t^br;sc.Sokuiion5 Print Name Print`Name and Title 11 Second Witness: Date: 12101/3013 By: ..,\ Marianne 144S latYN Print Name Update&Support Agreement,Page 10 of 11 GP ATTACHMENT A to Contract No. C156213 Update and Support Agreement User Contact Information Collier County, FL Attn: Aaron Cromer 3339 East Tamiami Trail, Suite 303 Naples, FL 34112 USA Phone: 239-252-5338 Email: AaronCromera@colliergov.net Cityworks Software®One-Time License Fees Description Price Cityworks®Software—An unlimited use site license of Cityworks $311,925 Server AMS, Mobile Applications, Desktop, Anywhere, Storeroom, Equipment Manager, CCTV Interface, Paver Interface, Basic Work Order API, Service Request API, and Cityworks Analytics. Ten (10) named logins of Cityworks Server PLL. Includes the cost of maintenance and support for the first year of the contract. Cityworks®Software Annual Maintenance and Support Fees Description Price* Cityworks®Software Maintenance and Support-year 1 included Cityworks®Software Maintenance and Support-year 2 $67,450 Cityworks®Software Maintenance and Support-year 3 $67,450 Cityworks®Software Maintenance and Support-year 4 $67,450 Cityworks®Software Maintenance and Support-year 5 $67,450 Cityworks®Software Maintenance and Support-year 6 $67,450 Cityworks®Software Maintenance and Support-years 7+ $77,450 `If Licensee acquires additional software in the course of a maintenance year, the one-time cost and annual maintenance cost(prorated) is due at the time of purchase, and the parties will agree to increase the fee for subsequent maintenance years by the annual cost of the additional software. Update&Support Agreement,Page 11 of 11 Azteca Systems,Inc. • Phone:(801)523-2751 11075 South State St. C i ty wo r ks FAX(801)523-3734 Suite 24 Email: FAX Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® SOFTWARE LICENSE AGREEMENT Contract No. C156213 This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between Collier County, a political subdivision of the State of Florida (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 all 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. 1.3 "Effective Date" shall mean the date on which Licensee issues a Notice to Proceed. The initial cost for the software includes the cost of maintenance and support for the first year of the contract. 2. Term: This Agreement shall become effective on the Effective Date and shall be valid for as long as Licensee complies with the Permitted Uses and Uses Not Permitted provisions of this Agreement. 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 8 or Section 17 below, Licensee shall then return to Azteca Systems all of The Software Cityworks, related modules, related updates, and any whole or Software License Agreement, Page 1 of 18 partial copies, codes, modifications, and merged portions in any form. Azteca will for no additional charge to Licensee and at Licensee's option either 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 or will provide hard copies of all files 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 should breach occur. 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. 5. Licensing and/or Royalty Fees: In consideration of the License fees ("License Fees") see Attachment B), Azteca Systems grants to Licensee a perpetual, nonexclusive, nontransferable license to use the Licenses obtained under this Agreement as follows: 5.1 Licensed Software: See Attachment B, attached herein and incorporated by reference. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 5.2 Permitted Uses: • In addition to the test and development systems, 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 Software License Agreement, Page 2 of 18 0 the permanent storage device(s) on the computer system(s) and/or specific computer network(s). • Licensee may maintain up to five (5) copies 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. • 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 © 2013 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. 5.4 Escrow Agreement: Cityworks covenants to Licensee that it will be named as a Beneficiary as that term is defined in the third-party Iron Mountain Escrow Agreement language attached as Attachment C, Exhibit C which, under specific circumstances would allow Licensee to receive an up-to-date copy of the source-code for the Licensed Software as listed in Attachment B, and which is subject to a current maintenance and support agreement. Upon Execution of this Agreement and payment of License Fee, a form substantially similar to Attachment D, Exhibit D "Auxiliary Deposit Account to Master Escrow Agreement" will be executed by the parties, and a confirmation document will be sent to Licensee by Azteca Systems, Inc. Software License Agreement, Page 3 of 18 0 6. The Software Cityworks Update and Support: Update and support services for The Software Cityworks is available if Licensee and Azteca Systems have executed a Cityworks Update and Support Agreement. Fees for any such support services shall be governed by the Cityworks Update and Support Agreement. The initial cost for the software includes the cost of maintenance and support for the first year of the contract. 7. 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 one (1) year 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 THAT THE OPERATIONS OF ITS RESPECTIVE SOFTWARE AND RELATED MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR FREE. 8. Exclusive Remedy and Limitation of Liability: Exclusive Remedy and Limitation of Liability: One (1) year 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 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 100% 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 Software License Agreement, Page 4 of 18 0 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. 9. 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. 10. 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 amend the Master Software License Agreement Contract No. C156213 between Collier County, FL and Azteca Systems, Inc., which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions." 11. 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 Software License Agreement, Page 5 of 18 0 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. 12. 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. 13. 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 Florida. 14. 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. 15. Order of Precedence: In the event of any conflict between or among the terms of a Purchase Order related to this License Agreement, the terms of this License Agreement shall take precedence over the terms of the Collier County Purchase Order attached as Attachment A and incorporated by reference. To the extent any terms and /or conditions of a Purchase Order duplicate or overlap the Terms and Conditions of this License Agreement, the provisions of the Terms and/or Conditions that are most favorable to the County and/or provide the greatest protection to the County shall govern, save for Sections 8 and 9 of this License Agreement shall take precedence over Section 10 Indemnification and Section 19 e in the Purchase Order. 16. Governing Law: This Agreement, entered into in the County of Collier shall be construed and enforced in accordance with, and be governed by, the laws of the State of Florida 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. 17. 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 Agreement and prior to normal completion, the parties shall have the Software License Agreement, Page 6 of 18 0 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). 18. 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 Collier, FL. 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. 19. 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. Software License Agreement, Page 7 of 18 20. 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. 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. IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. Accepted and Agreed: ATTEST: LICENSEE: Dwight E. Brock;Owls, BOARD OF COUNTY CO4; MISSIONERS FOR /1 s COLLIER CO1 , FLP�;IDA, By: `; By • 1 --;gia A1-14441 es -E _i.we c Date:� Xl(kt. .Date; Tom Henning, Chairman CIS thharman's tt����rr��� Date: 1/111114- Approved as to FROPfid"L lity: sistant Co nty Att-ckey Software License Agreement, Page 8 of 18 co, Azteca Systems, Inc. First Witness: By: R it S* /- By: ,"4 V4=----) PC ter S . / 4';& A orgt Mas"\"akas J•P• Enkeir r►Se_Sau.kAtilS Print Name Print me and Title Second Witness: Date: IJ.159 PAO By:`w1 1.21 ;_ Mar1 GAhc 1.66 tat. Print Name Software License Agreement, Page 9 of 18 GP Attachment A— Collier County Purchase Order Terms and Conditions 13.0: Purchase Order Terms and Conditions 1. Offer This offer is subject to cancellation by the COUNTY without notice if not accepted by VENDOR within fourteen (14) days of issuance. 2. Acceptance and Confirmation This Purchase Order (including all documents attached to or referenced herein) constitutes the entire agreement between the parties, unless otherwise specifically noted by the COUNTY on the face of this Purchase Order. Each delivery of goods and/or services received by the COUNTY from VENDOR shall be deemed to be upon the terms and conditions contained in this Purchase Order. No additional terms may be added and Purchase Order may not be changed except by written instrument executed by the COUNTY. VENDOR is deemed to be on notice that the COUNTY objects to any additional or different terms and conditions contained in any acknowledgment, invoice or other communication from VENDOR, notwithstanding the COUNTY'S acceptance or payment for any delivery of goods and/or services, or any similar act by VENDOR. 3. Inspection All goods and/or services delivered hereunder shall be received subject to the COUNTY'S inspection and approval and payment therefore shall not constitute acceptance. All payments are subject to adjustment for shortage or rejection. All defective or nonconforming goods will be returned pursuant to VENDOR'S instruction at VENDOR'S expense. To the extent that a purchase order requires a series of performances by VENDOR, the COUNTY prospectively reserves the right to cancel the entire remainder of the Purchase Order if goods and/or services provided early in the term of the Purchase Order are non-conforming or otherwise rejected by the COUNTY. 4. Shipping and Invoices a) All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. b) No charges will be paid by the COUNTY for packing, crating or cartage unless otherwise specifically stated in this Purchase Order. Unless otherwise provided in Purchase Order, no invoices shall be issued nor payments made prior to delivery. Unless freight and other charges are itemized, any discount will be taken on the full amount of invoice. c) All shipments of goods scheduled on the same day via the same route must be consolidated. Each shipping container must be consecutively numbered and marked to show this Purchase Order number. The container and Purchase Order numbers must be indicated on bill of lading. Packing slips must show Purchase Order number and must be included on each package of less than container load (LCL) shipments and/or with each car load of equipment. The COUNTY reserves the right to refuse or return any shipment or equipment at VENDOR'S expense that is not marked with Purchase Order numbers. VENDOR agrees to declare to the carrier the value of any shipment made under this Purchase Order and the full invoice value of such shipment. Software License Agreement, Page 10 of 18 C�' d) All invoices must contain the Purchase Order number and any other specific information as identified on the Purchase Order. Discounts of prompt payment will be computed from the date of receipt of goods or from date of receipt of invoices, whichever is later. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act," and, pursuant to the Board of County Commissioners Purchasing Policy. 5. Time Is Of the Essence Time for delivery of goods or performance of services under this Purchase Order is of the essence. Failure of VENDOR to meet delivery schedules or deliver within a reasonable time, as interpreted by the COUNTY alone, shall entitle the COUNTY to seek all remedies available to it at law or in equity. VENDOR agrees to reimburse the COUNTY for any expenses incurred in enforcing its rights. VENDOR further agrees that undiscovered delivery of nonconforming goods and/or services is not a waiver of the COUNTY'S right to insist upon further compliance with all specifications. 6. Changes The COUNTY may at any time and by written notice make changes to drawings and specifications, shipping instructions, quantities and delivery schedules within the general scope of this Purchase Order. Should any such change increase or decrease the cost of, or the time required for performance of the Purchase Order, an equitable adjustment in the price and/or delivery schedule will be negotiated by the COUNTY and VENDOR. Notwithstanding the foregoing, VENDOR has an affirmative obligation to give notice if the changes will decrease costs. Any claims for adjustment by VENDOR must be made within thirty (30) days from the date the change is ordered or within such additional period of time as may be agreed upon by the parties. 7. Warranties VENDOR expressly warrants that the goods and/or services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or specified by the COUNTY, and will be of satisfactory material and quality production, free from defects and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. These warranties shall survive inspection, acceptance, passage of title and payment by the COUNTY. 8. Statutory Conformity Goods and services provided pursuant to this Purchase Order, and their production and transportation shall conform to all applicable laws, including but not limited to the Occupational Health and Safety Act, the Federal Transportation Act and the Fair Labor Standards Act, as well as any law or regulation noted on the face of the Purchase Order. 9. Advertising No VENDOR providing goods and services to the COUNTY shall advertise the fact that it has contracted with the COUNTY for goods and/or services, or appropriate or make use of the COUNTY'S name or other identifying marks or property without the prior written consent of the COUNTY'S Purchasing Department. 10. Indemnification VENDOR shall indemnify and hold harmless the COUNTY from any and all claims, including claims of negligence, costs and expenses, including but not limited to attorneys' fees, arising from, caused by or related to the injury or death of any person (including but not limited to employees and agents of VENDOR in the performance of their duties or otherwise), or Software License Agreement, Page 11 of 18 damage to property (including property of the COUNTY or other persons), which arise out of or are incident to the goods and/or services to be provided hereunder. 11. Warranty of Non-Infringement a) VENDOR represents and warrants that all goods sold or services performed under this Purchase Order are: a) in compliance with applicable laws; b) do not infringe any patent, trademark, copyright or trade secret; and c) do not constitute unfair competition. b) VENDOR shall indemnify and hold harmless the COUNTY from and against any and all claims, including claims of negligence, costs and expense, including but not limited to attorneys' fees, which arise from any claim, suit or proceeding alleging that the COUNTY'S use of the goods and/or services provided under this Purchase Order are inconsistent with VENDOR'S representations and warranties in section 11 (a). c) If any claim which arises from VENDOR'S breach of section 11 (a) has occurred, or is likely to occur, VENDOR may, at the COUNTY'S option, procure for the COUNTY the right to continue using the goods or services, or replace or modify the goods or services so that they become non-infringing, (without any material degradation in performance, quality, functionality or additional cost to the COUNTY). 12. Insurance Requirements The VENDOR, at its sole expense, shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Purchase Order. Providing and maintaining adequate insurance coverage is a material obligation of the VENDOR. All insurance policies shall be executed through insurers authorized or eligible to write policies in the State of Florida. 13. Compliance with Laws In fulfilling the terms of this Purchase Order, VENDOR agrees that it will comply with all federal, state, and local laws, rules, codes, and ordinances that are applicable to the conduct of its business. By way of non-exhaustive example, this shall include the American with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex creed, national origin, handicap, marital status, or veterans status. Further, VENDOR acknowledges and without exception or stipulation shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. Any breach of this provision may be regarded by the COUNTY as a material and substantial breach of the contract arising from this Purchase Order. 14. Force Majeure Neither the COUNTY nor VENDOR shall be responsible for any delay or failure in performance resulting from any cause beyond their control, including, but without limitation to war, strikes, civil disturbances and acts of nature. When VENDOR has knowledge of any actual or potential force majeure or other conditions which will delay or threatens to delay timely performance of this Purchase Order, VENDOR shall immediately give notice thereof, including all relevant information with respects to what steps VENDOR is taking to complete delivery of the goods and/or services to the COUNTY. 15. Assignment VENDOR may not assign this Purchase Order, nor any money due or to become due without the prior written consent of the COUNTY. Any assignment made without such consent shall be deemed void. Software License Agreement, Page 12 of 18 G�'�j 16. Taxes Goods and services procured subject to this Purchase Order are exempt from Florida sales and use tax on real property, transient rental property rented, tangible personal purchased or rented, or services purchased (Florida Statutes, Chapter 212), and from federal excise tax. 17. Annual Appropriations The COUNTY'S performance and obligation to pay under this Purchase Order shall be contingent upon an annual appropriation of funds. 18. Termination This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior written notice to the VENDOR. This Purchase Order may be terminated immediately by the COUNTY for breach by VENDOR of the terms and conditions of this Purchase Order, provided that COUNTY has provided VENDOR with notice of such breach and VENDOR has failed to cure within 10 days of receipt of such notice. 19. General a) This Purchase Order shall be governed by the laws of the State of Florida. The venue for any action brought to specifically enforce any of the terms and conditions of this Purchase Order shall be the Twentieth Judicial Circuit in and for Collier County, Florida b) Failure of the COUNTY to act immediately in response to a breach of this Purchase Order by VENDOR shall not constitute a waiver of breach. Waiver of the COUNTY by any default by VENDOR hereunder shall not be deemed a waiver of any subsequent default by VENDOR. c) All notices under this Purchase Order shall be sent to the respective addresses on the face page by certified mail, return receipt requested, by overnight courier service, or by personal delivery and will be deemed effective upon receipt. Postage, delivery and other charges shall be paid by the sender. A party may change its address for notice by written notice complying with the requirements of this section. d) The Vendor agrees to reimbursement of any travel expenses that may be associated with this Purchase Order in accordance with Florida Statute Chapter 112.061, Per Diem and Travel Expenses for Public Officers, employees and authorized persons. e. In the event of any conflict between or among the terms of any Contract Documents related to this Purchase Order, the terms of the Contract Documents shall take precedence over the terms of the Purchase Order. To the extent any terms and /or conditions of this Purchase Order duplicate or overlap the Terms and Conditions of the Contract Documents, the provisions of the Terms and/or Conditions that are most favorable to the County and/or provide the greatest protection to the County shall govern. Software License Agreement, Page 13 of 18 C:p,0 ATTACHMENT B to Contract No. C156213—Software License Agreement Cityworks Software®One-Time License Fees Description Price Cityworks®Software —An unlimited use site license of Cityworks $311,925 Server AMS, Mobile Applications, Desktop, Anywhere, Storeroom, Equipment Manager, CCTV Interface, Paver Interface, Basic Work Order API, Service Request API, and Cityworks Analytics. Ten (10) named logins of Cityworks Server PLL. Includes the cost of maintenance and support for the first year of the contract. Cityworks®Software Annual Maintenance and Support Fees Description Price* Cityworks®Software Maintenance and Support - year 1 included Cityworks®Software Maintenance and Support-year 2 $67,450 Cityworks®Software Maintenance and Support -year 3 $67,450 Cityworks®Software Maintenance and Support -year 4 $67,450 Cityworks®Software Maintenance and Support-year 5 $67,450 Cityworks®Software Maintenance and Support-year 6 $67,450 Cityworks®Software Maintenance and Support -years 7+ $77,450 *If Licensee acquires additional software in the course of a maintenance year, the one-time cost and annual maintenance cost(prorated) is due at the time of purchase, and the parties will agree to increase the fee for subsequent maintenance years by the annual cost of the additional software. Software License Agreement, Page 14 of 18 Attachment C to Contract No. C156213—Software License Agreement Escrow Agreement Beneficiary Language (Page immediately following) Software License Agreement, Page 15 of 18 0 EXHIBIT C RELEASE.OF DEPOSIT MATERIAL Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. Release Conditions. Depositor and Beneficiary agree that Iron Mountain will provide notice via electronic mail and/or regular mail to the Depositor if a Beneficiary under this Agreement submits a Deposit Material release Work Request based on one or more of the following conditions(defined as"Release Conditions"): (i) Breach of the License Agreement by the Depositor for the Deposit Material covered under this Agreement;or (ii)Depositor ceases to support its software or in the event that Depositor sells its software to an unrelated third-party and the successor owner ceases to support the software then Beneficiary shall be entitled to the Deposit Material for non-commercial,internal use. At no time shall Beneficiary release the code in any format to any other entity without written permission from Depositor or successor owner;or (iii)Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Request.A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five(5)business days to the authorized Depositor representative(s). 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement,Depositor representative(s)shall have ten(10)business days to deliver to Iron Mountain contrary instructions("Contrary Instructions"), Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Contrary Instructions shall be on company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions,Iron Mountain shall send a copy to an authorized Beneficiary representative by commercial express mail. Additionally,Iron Mountain shall notify both Depositor representative(s)and Beneficiary representative(s)that there is a dispute to be resolved pursuant to the Disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending(i)joint instructions from Depositor and Beneficiary that accept release of Deposit Material;or(ii)dispute resolution pursuant to the Disputes provisions of this Agreement;or(iii)receipt of an order from a court of competent jurisdiction. 4. Release of Deposit Material. If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative,Iron Mountain is authorized to release Deposit Material to the Beneficiary or,if more than one Beneficiary is registered to the deposit,to release a copy of Deposit Material to the Beneficiary. Iron Mountain is entitled to receive any uncollected Service fees due Iron Mountain from the Beneficiary before fulfilling the Work Request to release Deposit Material covered under this Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain. 5. Right to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. MA3-31005 NA Page 13 of 18 Software License Agreement, Page 16 of 18 Attachment D to Contract No. C156213—Software License Agreement Auxiliary Deposit Account to Master Escrow Agreement (Page immediately following) Software License Agreement, Page 17 of 18 i�.10 Attachment D EXHIBIT D AUXILIARY DEPOSIT ACCOUNT TO MASTER ESCROW AGREEMENT (NOTE:TO BE COMPLETED ONLY IF DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number:30131 Auxiliary Account Number ("Depositor") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain"). Pursuant to that Agreement,Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial account. By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name: Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. DEPOSITOR IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGN:1 I"c RE: Signature: PRINT NAME: PRINT NAME: TITLE: TITLE: DATE: DATE: EMAIL ADDRESS EMAIL ADDRESS: ipmcontractsna ironmountain.com AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: PRINT NAME: TITLE: TITLE: EMAIL ADDRESS EMAIL ADDRESS STREET ADDRESS 1 STREET ADDRESS 1 PROVINCE/CITY/STATE PROVINCE/CITY/STATE POSTAL/ZIP CODE POSTAL/ZIP CODE PHONE NUMBER PHONE NUMBER FAX NUMBER FAX NUMBER Software License Agreement, Page 18 of 18 � 7