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IT18-477 - Original - Azteca Systems LLC - Asset & Work Order Management System Period 1 License & Maintenance - 01/01/2019
ANT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. i Vendor Name: Azteca Systems, LLC Vendor Number (]DE): 1911993 Contract Number (City Clerk): 171'76 - L� l Category: License Agreement Sub-Category (if applicable): ,Clioose„,,,an item.__,,,,, ___, Project Name: Asset & Work Order Mgmt System — License & Maintenance Contract Execution Date: 01/01/19 Termination Date: 12/31/28 Contract Manager: Somen Palit Department: IT Contract Amount: $88,000 Budgeted: ® Grant? Part of NEW Budget: ❑ Local: ❑ State: ❑ Federal: ❑ Related to a New Position: ❑ Basis for Selection of Contractor? Bid: ❑ RFP: ® Small Works Roster: ❑ Quotes. ❑ Approval Authority: ❑ Director ❑ Mayor ® City Council Other Details: Initial_Procurement $88.000 for term 01/01/19 12/31/19 .... Aztece Syetems.LLC,11075 South State,Suite 24•TEL 801 523 2751•FAX 801 523 3734 MMN!'II'�1Mf)ISI flfYl CITYWORKS" LICENSE AND MAINTENANCE AGREEMENT This Software License and Maintenance Agreement made by and between Azteca Systems, LLC ("Azteca Systems")a Delaware limited liability company, with a place of business at 11075 South Slate, Suite 24, Sandy, Utah 84670 USA and the City of Kent, Washington, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon delivery of Licensed Products(the"Effective Date"). Azteca Systems Products are licensed under the terms and conditions of the Agreement. This agreement, when executed by the licensee named below("Licensee")and Azteca Systems, LLC (Azteca Systems),as licensor of the Software, Online, Services,and Documentation licensed under the License Agreement,will supersede any previous Agreements including the License Agreement presented in the installation process requiring acceptance by electronic acknowledgement and will constitute a signed License Agreement. This signed Agreement includes(i)this License and Maintenance Agreement,(it)Addendum N 1 Product Licensing, (iii)Addendum IQ - Standard Maintenance and Support and(iv)Addendum 43 —Third Party Contractor Acknowledgment. This signed Agreement may be executed in duplicate by the Parties. An executed Agreement, modification,amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or email, and reflects the signing of the document by any Party. Duplicates are valid and binding even if an original paper document bearing each Party's original signature is not delivered. ARTICLE I—DEFINITIONS 1.1 Definitions.The terns used are defined as follows,: a. "Agreement" means this Software License Agreement between Azteca Systems and Licensee, inclusive of all schedules,exhibits,attachments,addenda and other documents incorporated by reference. b. "Authorization Code(s)" means any key,authorization number,enablement code, login credential, activation code, token,account user name and password,or other mechanism required for use of a Product. C. "Authorized User" or"User" shall mean: (i)a direct user ofthe Licensed Products, including but not limited to Licensee's employees;(6) Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee,or(iii) members of the public gaining access to,and only limited use of, the Licensed Products via the Software's public web portal(if' applicable). Other than limited use of the Products through the software's web portal,the public is not considered an authorized user. d. "Client Data" means the data provided or inputted by or on behalf of Licensee, including personally identifiable information, for use with the Software. e. "Covered Software" shall mean the particular C ityworks Software, scripts, interfaces and custom code identified in Addendum ol1. f.. "Deployment Server License"means a license that, in addition to providing staging server License rights, authorizes Licensee to install and use the Sollware for deployment in Licensee's internal use. g. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a server in Licensee's internal use to provide testing License rights prior to deployment. h. "Documentation" means all user reference documentation that is delivered with the Software. i. "Internal Use' means use of the Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the Licensed Products by, or use of the Licensed Products in the provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of the Licensed Products(or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third party shall not be considered Internal Use. T "Licensed Products" or"Products"shall mean the portion of the Cityworks Software and the RtrnldarJ License& Mainlenance Ago ee7uenl Page I o/ 1 a 10 16 ed i Documentation to which Licensee has purchased a License as identified as specified in Addendum#1 attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that Azteca Systems may at its discretion deliver to Licensee. Products includes but is not limited to Software, Online Services,and Documentation licensed under the terms of this license Agreement. k. "Login"means a license that allows Licensee to permit a single authorized named end user to use, the Software,Data,and Documentation installed on a server and accessed from a computer device. 1. "Online Services"means any Internet-based system,including applications and associated APIs,hosted by Azteca Systems or its licensors,for storing,managing,publishing,and using Cityworks software and data, and other information. in. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the Products that Licensee orders. n. "Preview"means any alpha,beta,or prerelease Product. o. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products. p. "Server"means each single instance of an operating system,whether physically installed on a computer or within a virtualized environment. q. "Software"or"Cityworks Software"means all or any portion of Azteca Systems proprietary software technology,excluding data,accessed or downloaded from an Azteca Systems(Cityworks)authorized website or delivered on any media in any format including backups,updates,upgrades,and service packs. r. "Standard Maintenance"or"Maintenance Addendum"shall mean the Standard Software Maintenance& Support Addendum#2. S. "Term License"means a license or access provided for use of a Product for a limited time period("Term") or on a subscription or maintenance basis as specified herein. ARTICLE 2--INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed,not sold.Azteca Systems and its licensors own Products and all copies,which are protected by United States and applicable international laws,treaties,and conventions regarding intellectual property and proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in the Software,materials, or services to Licensee or any third party. Licensee agrees to use reasonable means to protect Products from unauthorized use,reproduction,distribution,or publication.Azteca Systems and its third-party licensors reserve all rights not specifically granted in this Agreement including the right to change and improve Products. ARTICLE S—GRANT OF LICENSE 3.1 Grant of License. Subject to the terms of this Agreement,Azteca Systems grants to Licensee a personal, nonexclusive,nontransferable license solely to use the Products as set forth in Addendum 41 —Product Licensing(1) for which the applicable license fees have been paid;(ii)for Licensee's own internal use;and(iii)in accordance with this Agreement and the configuration ordered by Licensee or as authorized by Azteca Systems;and(iv)for the applicable Term or until terminated in accordance with Article 5. License types may include,but are not limited to Login, Workgroup,Departmental, ELA(Enterprise License)Licenses. Licensee may allow Third Party Contractors to access and use the licensed Software,provided Licensee and Third Party Contractor agree to and are bound by the terms set forth in Addendum 3.In addition to the Scope of Use in Article 4,Addendum#1 --Product Licensing which applies to specific Products,Addendum#2—Standard Maintenance and Support, and Addendum#3 —Third Party Contractor Acknowledgment(if applicable)collectively,are incorporated in this Agreement. a. Software. Use and License for specific Software products are set forth in Addendum 1-Product Licensing Addendum,which is incorporated by reference. b. Maintenance. Maintenance terms are set forth in Section 9.I l below and in Addendum 2,-Standard Maintenance and Support which terms are incorporated by reference. c. Third Party Contractor. Terms of use for Third Party Contractor software usage(if applicable)are set forth in Addendum#3,which is incorporated by reference. 3.2 Preview Release Licenses.Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk,and the Products do not qualify for Azteca or distributor maintenance. Standard License&Maintenance Agreement Page 2 of 14 10116 ed 1 3.3 Special Use Programs.If Licensee acquires Products under a special program for noncommercial,nonprofit, educational,or other limited-use license,Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azteca's website in addition to the non-conflicting terms of this Agreement.All such program terms are incorporated herein by reference. 3.4 Delivery. Unless otherwise requested by Licensee,Azteca Systems shall provide an electronic link to make available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed I Property. ARTICLE 4--SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee,Licensee may: 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months,provided that the deployment of either version does not exceed the Licensee's licensed quantity;thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity;and 4. Move the Software in the licensed configuration to a replacement Server. b. Licensee may use,copy,or prepare derivative works of Documentation supplied in digital format and thereafter reproduce,display,and redistribute the customized documentation only for Licensee's own internal use.Portions of Documentation supplied in digital format merged with other softvare and printed or digital documentation are subject to this License Agreement.Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Azteca and its licensors: "Portions of this document include intellectual property of Azteca and its licensors and are used herein under license.Copyright©[Licensee will insert the actual copyright 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 Licensee the right to permit Licensee's Third Party Consultants or Contractors to use the Products exclusively and solely for Licensee's benefit. Licensee must comply with terms and provisions of Addendum#3 and provide a copy to Azteca.Licensee shall be solely responsible for compliance by Third Party Consultants and Contractors with this License Agreement and shall ensure that the Thud Party Consultant or Contractor discontinues Product use upon completion of work for Licensee.Access to or use of Products by Third Party Consultants or Contractors not exclusively for Licensee's benefit is prohibited. 4.2 Uses Not Permitted.Except to the extent that applicable law prohibits or overrides these restrictions,or as provided herein,Licensee shall not: a. Sell;rent,lease,sublicense,lend,assign,or time-share Products; b. Permit persons other than Authorized Users to access or use the Licensed Products(or any part thereof); C. Act as a service bureau or Commercial ASP; d. Use Software,Data,or Documentation for a site or service and operate the site or service for profit or generate revenue through director indirect methods(e.g.,advertising or by charging for access to the site or service); e. Redistribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to,extensions,components,or APIs; f. Redistribute Authorization Codes; g. Reverse engineer,decompile,or disassemble Products; h. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products; Standard License&Maintenance Agreement Page 3mof 14 10116ed. i. Upload or transmit content or otherwise use Products in violation of third-party rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable law or government regulation; j. Remove or obscure any Azteca Systems(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs,Licensee may not unbundle or independently use individual or component parts of the Products,Software,or Online Services; I. Unbundle or independently use the individual or component parts of Software or Online Services; m. Incorporate any portion of the Software into a product or service that competes with the Software; n. Publish the results of benchmark tests run on Software without the prior written permission of Azteca Systems;or o. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be(i)disclosed in source code form to third parties,(ii)licensed to third parties for the purpose of making derivative works, or(iii)redistributable to third parties at no charge. ARTICLE TERM AND TERMINATION 5.1. This License Agreement is effective upon date and signature of Licensee below.The initial term of this License Agreement will begin upon the dates set forth in Addendum I and provided the fees are paid. This License agreement and its maintenance provisions may then be renewed annually by payment of the then current maintenance fees for the next annual maintenance period as set forth in Addendum I and according to the terms of conditions of Addendum 2. 5.2. Either party may terminate this License Agreement or any Product license for a material breach that is not cured within thirty(30)days of written notice to the breaching party,except that termination is immediate for a material breach that is impossible to cure. 5.3. Termination for Convenience: Licensee may terminate this Agreement by giving the other party thirty(30) days' written notice prior to the end of the current Term Maintenance Period. 5.4. In the event that either funding from Licensee or other sources is withdrawn,reduced,or limited,or the authority of Licensee to perform any of its duties is withdrawn,reduced,or limited in any way after the Effective Date of this Agreement and prior to normal completion,the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement chooses to terminate for convenience that patty may do so by thirty(30)days' written notice to the other party. 5.5. Upon termination of the License and Maintenance Agreement,all Product licenses granted hereunder terminate as well, Upon termination of a License or the License and Maintenance Agreement,Licensee will(i)stop accessing and using affected Produet(s);(ii)clear any client-side data cache derived from Online Services; and(iii)uninstall, remove,and destroy all copies of affected Product(s)in Licensee's possession or control,including any modified or merged portions thereof,in any form,and execute and deliver evidence of such actions to Azteca Systems. 5.6. If this Agreement is terminated for convenience,the Licensee is only liable for payment required by the terms of this Agreement for license,maintenance and support services rendered or products and software received and accepted prior to the effective date of termination. Notwithstanding the preceding paragraphs,this Agreement may be terminated by Licensee for convenience at any time during Years(Periods) I and 2 as set forth in Paragraph 4 of Addendum L�If Licensee terminates for convenience within the first year from the start of Period 1,Licensee will receive a full refund of License fees paid for Period 1. If Licensee terminates this agreement for convenience in year 2,Licensee will receive a refund of unused fees paid(pro-rata)remaining on the current License and Maintenance Period. 5.7. If this Agreement is terminated under section 5.3 or 5.4 above,Licensee shall then return to Azteca Systems all of the Software,related modules,related updates, and any whole or partial copies,codes,modifications,and merged portions in any form.Azteca will then for no additional charge to Licensee and at Licensee's option either grant a license to the Licensee,for a period of one(1)year,which will allow Licensee to retain the ability to access records Standard License&Maintenance Agreement Page 4 of 14 10/16 ed. and data contained in the Software or allow Licensee to create digital copies of all files needed by the Licensee for the same period. While support is not provided upon termination,Azteca agrees to provide critical patches to Licensee in good faith so that software will remain operable during that period of time. If Licensee needs to retain access to records or data for a period longer than one(1)year,in order to transfer data to another system,Aztecs will consider reasonable requests to extend beyond one(1)year. 5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach or termination of any kind occur. ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6,Azteca Systems warrants for a period of ninety(90)days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the unmodified Software will substantially conform to the published Documentation under normal use and service. 6.2 Special Disclaimer. CONTENT,DATA,SAMPLES,NEW VERSIONS,HOT FIXES,PATCHES,SERVICE PACKS,UPDATES,UPGRADES,AND ONLINE SERVICES PROVIDED ON A NO-FEE BASIS,AND EVALUATION, TEST AND BETA SOFTWARE(SOFTWARE NOT PROVIDED UNDER ADDENDUM 1),ARE DELIVERED"AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT(i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE,(ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND(iii)NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE ` INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES, 6.4 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO,WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,SYSTEM INTEGRATION,AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS,MAINTENANCE OR ANY TECHNICAL SUPPORT SERVICES PROVIDED HEREIN WILL MEET LICENSEE'S NEEDS;THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED,ERROR FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.PRODUCTS ARE NOT DESIGNED, MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. LICENSEE SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems'entire liability for breach of the limited warranties set forth in this Article 6 shall be limited,at Azteca Systems'sole discretion,to(i)replacement of any defective media;(ii)repair,correction,or a workaround for Software or Online Services subject to the Azteca Systems Maintenance Services and Support Addendum;or(iii)return of the license fees paid by Licensee for the current period,prorated for the current period,for Software or Online Services that do not meet Aztecs Systems limited warranty,provided that Licensee uninstalls,removes,and destroys all copies of Software or Documentation;ceases using the Software or Online Services;and executes and delivers evidence of such actions to Azteca Systems. 6.6 If the performance of any obligation under this Agreement is prevented,restricted,or interfered with by reason of fire,flood,earthquake,explosion, or other casualty or accident;strikes or labor disputes; inability to procure delivery of parts, supplies, services,or power;war,threat of actual terrorist act,cyberattack, or other violence;any law order,proclamation,regulation,ordinance, or demand;or any condition whatsoever beyond the reasonable control of the affected party, the party so affected,upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably necessary to allow for such delay,prevention interference,or restriction. Standard License&Maintenance Agreement Page 5 of 14 10116ed. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability.AZTECA SYSTEMS,ITS AUTHORIZED DISTRIBUTOR(IF ANY),AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES; INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;ORANY INDIRECT,SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND MAINTENANCE AGREEMENT CRUSE OF PRODUCTS,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,WHETHER ORNOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability.EXCLUDING THE INFRINGEMENT INDEMNr1'Y PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY,THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE,SHALL NOT EXCEED TWOTIMES THE FEES ACTUALLY PAID BY LICENSEE DURING THE CURRENT MAINTENANCE AND SUPPORTPERIOD,FORTHE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. - 7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems.The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Azteca Systems shall defend,indemnity as described below,and hold Licensee harmless from and against any loss,liability,cost,or expense,including reasonable attomeys'fees,arising out any claims,actions,or demands by a third party alleging that Licensee's licensed use of Software or Online Services infringe a US patent,copyright,or trademark,provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and ` d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems'request and expense. 8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Azteca Systems,at its own expense,may either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality.If neither alternative is commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing item(s).Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and refund the unused portion of fees paid,prorated for the current maintenance and support period. 8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys' Standard License&Maintenance Agreement f Page 6 of 14 10/16 ed fees for any claims or demands alleging direct or contributory infringement to the extent arising out of(i)the combination or integration of Software or Online Services with a product,process,or system not supplied by Azteca Systems or specified by Azteca Systems in its Documentation;(ii)material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors;or(in)use of Software or Online Services after modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by Azteca Systems under Section 8.2, 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates.New or updated Products and subscription renewals will be licensed under the then-current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,re- export, import,transfer,or release Products,in whole or in part,to(i)any US embargoed country;(ii)any person on the US Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied Persons List,Entity List,or Unverified List;or(iv)any person or entity or into any country where such export,re-export,or import violates any US,local,or other applicable import/export control laws or regulations including,but not limited to,the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees,Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including,but not limited to,sales tax,use tax,value-added tax(VAT),customs,duties,or tariffs,and shipping and handling charges. 9.4 No Implied Waivers.The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability.The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns.Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Azteca Systems'prior written consent,and any attempt to do so without consent shall be void.This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding,a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Azteca Systems,provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms.The provisions of Articles 2,5,6,7,8,and 9 of this License Agreement,and the provisions of section 4.1 of Addendum 2,shall survive the expiration or termination of this License and Maintenance Agreement. 9.8 Equitable Relief Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that,in the event of such breach,in addition to any and all remedies at law,Azteca Systems shall have the right to seek an injunction,specific performance,or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee under this License Agreement If Licensee is a US government entity or US government contractor,Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202,Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS.The commercial license rights in this License Agreement strictly govern Licensee's use,reproduction,or disclosure of Products. Standard License&Maintenance Agreement Page 7 of 14 1046ed. Azteca Systems Software source code is unpublished,and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any licensed governmentproeuring agency facility to which computer(s)on which Sollware is installed are transferred, If any court,arbitrator,or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the portions affected. 9.10 Governing Law and Disputes. This License Agreement shall be governed by and construed in accordance with the laws of the State of Washington without reference to conflict of laws principles,except that US federal law shall ,,,overn in matters of intellectual property. Except as provided in Section 9.9, If the parties are unable to settle any dispute, difference or claim arising from the parties' performance ofthis Agreement, the exclusive means of resolving that dispute,difference or claim shall be finally settled by either the King County Superior Court of the U.S. District Court for the Western District of Washington, unless the parties agree to an alternative dispute resolution process. This provision does not preclude Azteca from pursuing actions in other jurisdictions to protect its intellectual property. In any claim lot damages arising from the parties' performance of this .Agreement, each party shall pay its own legal costs and fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law. 9.11 Maintenance. Maintenance for qualifying Software consists of updates and other bencllts, such as access to technical support, are provided during the Tenn of Use, Maintenance is specified as set forth in Addendum 42. 9.12 Feedbuck.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 Ciryworks Software or Products, and any related intellectual property, are owned by Azteca Systems. 9.13 Patents. Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is based on or incorporates any Azteca Systems technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services, OF any portion thereof,are a parr of any claim or preferred embodiment in a patent application or a similar application. 9A4 Entre Agreement.This License Agreement, including its incorporated documents,addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and.supersedes any previous license agreements, understandings,and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices,or other standard form documents exchanged during the ordering process,other than product descriptions,quantities,pricing, and delivery instructions, are void and of no effect. Any modification(s)or amendment(s)to this License Agreement must be in writing and signed by each party or as otherwise provided in Addendum 41. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTEMS, LLC CITY OF KENT,WA -(LICENSE[-') By, ... ' .... By: . Name: Brian L.. Haslam Name: �Wld'� .J ........ ..... Title: President -CEO Title: Date: `�( 7 / Date , �� l'1, '.. .... ...... ... ,,. ....... .._..... ....__. ......... ........ . ... _......._.. _....... SRuiduid 1 icence& Vainlenrrnce A greemem Page 8 of 14 10)bed i ADDENDUM 91 PRODUCT LICENSING I. Licensed Software: Server AMS Premium Enterprise License Agreement(ELA), Includes Unlimited Quantities of the Identified Products: Office Tablet Respond Mobile Native Apps(for iOS/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts j Cityworks for Excel Cityworks Analytics for AMS BURL (Enterprise URL) Operational Insights Workload Web Hooks CCTV Interface for PACP Performance Budgeting Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces(APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners Use of Cityworks AMS Application Programming Interfaces(APIs) with third party system integrations Annual fee herein is based on 100,001 150 000 poptdulron range Additional Software Products & Licenses. Additional Software Products & licenses rnery be ridded to this License Agreement with either an acknowledgement of an official Citvworks yule signed by Licensee and additional fees, f neeesscuy or applicable heing paid, or receipt of purchase Order from Licensee in response to an official Cityworks quote and acidilional fees, if applicable heing paid. 2. Notices & Licensee Information: Until or unless otherwise, modified, all notices relevant to this agreement shall be sent to the following address: Azteca Svstems, LLC Ctty of Kent 11075 South State, Suite 24 220 POarth Ave S. Sandy, Utah 84070 Kent, WA 98032 Attn: Melissa Janson h.-mail: numSlm,dkviimLgo% Phone: 253,856 4605 ----- ................ StatOw l LiLeMc& Maintenance Agreemenl Page 9 of 14 10 16"d 3. Delivery Date/Effective Date of Software MIMIDDIY1°rr 0110112019 4. Schedule of Payments and Fees under License and Maintenance Agreement Support Period Date Amount From/To(mm/dd/vyyy) Period 1 01/01/2019—12/31/2019 $ 80,000.00* Period 2 01/01/2020—12/31/2020 $ 80,000.00 - -------- --- ----- -- Period 3 01/01/2021—12/31/2021 $ 80,000.00 Period 4 01/01/2022—12/31/2022 $100.000.00 ..................... .............._.................m__......... . Period 5 01/01/2023—12/31/2023 $100,000.00 Period 6 01/01/2024—12/3112024 $104,000.00 Period 7 01/01/2025—12131/2025 $108.160.00 Period 8 01/01/2026—12/31/2026 $112,486.00 Period 9 01/01/2027—12131/2027 $116,986.00 Period 10 41/01/2028—12131/2028 $121,665.00 *Amount does not include Washington state sales tax which will be added to all software purchases. 5. Additional Updates to the above licensed software means a subsequent release of the program which Azteca generally makes available to its supported customers as part of the annual maintenance plan for which fees have been paid. Occasionally, Azleca changes the name of its licensed software as part of its ongoing process to improve and increase the functionality of the software. In the event the software licensed or listed above changes in name, and/or improvements are made, Azteca will provide software with functionality that is similar to or with substantially the same or greater functionality of the originally licensed software,provided all current license fees have been paid. Updates may not always include any release, option or future program that Azteca licenses separately. Updates are provided when available(as determined by Azteca). Azteca is under no obligation to develop any future programs or functionality.Any updates made available will be delivered to you, or made available to you for download. You shall be responsible for copying, downloading and installing the updates. Standard License&Maintenance Agreement Page 10 of 14 10116 ed. ADDENDUM 42 STANDARD MAINTENANCE AND SUPPORT Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca, Systems, LLC. Maintenance and Support are provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee for qualifying Products during the applicable Term for such Products provided the applicable license fees have been paid I'm r the times and periods and amounts specified in Addendum 41. Maintenance and Support Services consist of the following benefits: Technical support, new version software, service packs, software upgrades,and software updates. I.I. Azteca Systems will ensure upward compatibility for the Covered Software applications within a reasonable timeframe for minor Brig ArcGIS and Cityworks supported database revisions. Azteca Systems will not ensure upward compatibility for Covered Software Applications when there are major Esri ArcGIS revisions (tor example, from rev IO.x to rev I I.x), however Azteca Systems will make all reasonable efforts to provide upward compatibility. 12. Azteca Systems shall, wi(hout additional charge (except as allowed for in paragraph 3.4),during the term of this Agreement provide the following: (a) Software Updates. Software Updates includes Upgrades and service packs which are a collection of files that enhance or correct the Covered Software and which will be available for Licensee to download during the Maintenance Tertn/Period. Updates and Upgrades may also include new versions; (b) Provide Telephone Support, Email Support. Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday Through Friday(excepting Holidays)and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems(as set forth in Section 2 below); and (c) Implement and maintain a means of secure, remote direct network access (VPN, Web-access, etc.) to the Licensee's systems in order to perform thorough remote diagnostics. 1.3 The following items, among others, however, are specifically excluded as support services under this section of this Maintenance and Support: (a) Support for applying or installing upgrades and service packs; (b) Assistance with questions related to third party software, computer hardware, networking, and other similar items that are not provided by Azteca; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Licensee Data debugging and/or correcting; (e) Services necessitated us a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modifications and/or unauthorized updates; (t) Consulting regarding customizations created to function with the Covered Software unless the customization is identified and listed as Covered Software in Addendum I; (g) Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and (h) Questions such as configuration, implementation and walk-throughs. 1.4 Support Periods are renewable unless terminated as provided in Section 3 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web-based(rvnrw M},(,"uywnileti t-,om)and after hours support as set fork in Section I ofthis Addendum. S/wvdw'd Lit ense& MainlemvmCAgreemenl Page I I of 14 I(l.lbed. I.S. Technical support provided pursuant these maintenance provisions shall be performed in a professional and workmanlike manner. Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a workaround,but Azteca Systems cannot guarantee that all technical issues can be fixed or resolved. 1.6. Authorized Callers. Licensee may designate a limited number of authorized callers per software product listed in Addendum 1. Licensee may replace Authorized Callers at any time by notifying Azteca Systems Support services. Authorized callers may be designated in this Addendum 42 or by email.Azteca may limit the total number of authorized callers as may be reasonably necessary and may request an updated list of authorized callers. 1.7. Cityworks Online Support and Customer Portal. Azteca has created a self-help support website center for Authorized Callers to submit technical issues,chat with technical specialists,track technical support incidents through the `MyCityworks' portal,and view technical articles, updated product documentation,blogs, links to forums,and technology announcements. The support and care website can be found at http://www.mycityworks.com. 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine,non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1)Licensee's system administration staff as first line of support,and then 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours. 2.2. Prior to calling Azteca Systems for support services,the Licensee will first attempt to isolate any problems that occur within the Licensee's System. The Licensee will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component, Licensee will first try and resolve the problem without Azteca Systems' involvement. If Licensee cannot resolve the problem or isolate the problem,Licensee may contact Azteca Systems via telephone,chat, or self-service portal. In each case,Cityworks technical support will log the information and provide,an answer to the question,a resolution to the problem,or submit a verified bug to the development group. Any support request that is not quickly resolved will be assigned to a technical support representative.Phone calls and chat requests are accepted during normal business hours as outlined on the Contact Support page of MyCityworks.com. Voicemails and requests submitted via the self-service portal outside of the posted business hours will be responded to on a first come,first served basis the next business day. 23. For critical problems that occur outside of Azteca Systems' normal business hours(8 AM to 5 PM, Mountain Time)and cannot be isolated and resolved by the Licensee,Azteca Systems will provide an after- hours phone number or pager number that will forward the call to the currently assigned Azteca Systems support representative. Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. For routine and non-critical problems Licensee will submit support requests during normal business hours as outline in 2.2 above. 2.4. After a Technical Support Incident is logged,Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a work around. While it is Azteca's goal to provide an acceptable solution to technical issues,Azteca cannot guarantee that all technical issues can be fixed or resolved. 2.5. Azteca will use all reasonable efforts to utilize remote support-type services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software,the parties by mutual negotiation, shall develop a separate agreement that will govern the terms and conditions for any on-site work or services. Standard License&Maintenance Agreement Page 12 of 14 10116 ed. 3. CHARGES/FEES 3.1. License,Maintenance and Support Services herein are included in the payment of annual fees as set forth in Addendum#1,and shall be paid by Licensee. The annual fee for each twelve(12)month period is set forth in Addendum 41,and shall be paid prior to the start for each License and Maintenance Period unless otherwise specified. The annual fee for successive Terms/Periods(twelve-month periods) commencing upon the anniversary of the first maintenance period,shall become due prior to the end of the preceding paid-up Maintenance Period. 3.2. Upon sixty(60)days written notice,the fee for the License and Maintenance Periods listed in Addendum I subsequent to year three(3)of the Maintenance Period,may be adjusted by Azteca Systems to reflect increases in costs of providing the services;provided,however,that the fee shall not increase by more than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than ninety(90)days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. Maintenance Expiration. Azteca Systems will send Licensee a notice of expiration approximately sixty(60)days before the Maintenance term expires. If Azteca Systems does not receive a purchase order prior to the expiration date, Azteca will send the notification to Licensee upon expiration of the Maintenance term. Azteca Systems will continue to provide technical support for an additional thirty(30)days,but Licensee will no longer receive Software updates released after the Maintenance term's expiration. If Licensee does not reinstate Maintenance within thirty(30)days of the expiration date,Licensee will no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.4. Reinstatement Fee for Lapsed Maintenance. Azteca Systems will reinstate Maintenance if Licensee sends a purchase order or payment within thirty(30)days of the expiration date. If Licensee does not renew Maintenance within thirty(30)days of the expiration date but at a later date wants to reinstate Maintenance, Maintenance fees will include the Maintenance fees that Licensee would have paid since the expiration date. 4. MISCELLANEOUS 4.1. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or distributed to any third-party. Data provided to Azteca Systems by the Licensee may be loaded onto Azteca Systems servers or employee computers for the purpose of testing The Cityworks Software, database structure, or database values,and related Esri®software to resolve database or software performance issues,software enhancements and software defects. At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from Licensee..If requested by the Licensee,and once the testing has been completed,Azteca Systems will delete all data provided by the Licensee. 4.2. No 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. Standard License&Maintenance Agreement Page 13 of 14 10116 ed ADDENDUM #3 THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee engages any Third Party Contractor and desires to grant access to or permission to use the licensed software, the access may be granted subject to the following terns conditions and provisions; I. Access and use of the Licensed Products by any third party is solely for Licensee's benefit; 2. The Third Party Contractor(or, if applicable, its employee) shall be considered, as applicable, the Authorized User for purposes of the applicable license type, and all use by such contractor shall be in accordance with the terms and conditions of the License and Maintenance Agreement; 3. Before accessing the Licensed Products, the Third Party Contractor agrees in writing that (a)the software shall be used solely in accordance with the terms of this Agreement and solely for Licensee's benefit and(b) said contractor shall be liable to Azieca Systems for any breach by it of this Agreement; 4. Licensee hereby agrees and acknowledges that Licensee will be liable for any and all actions or omissions of the Third Party Contractor with respect to the use of the Licensed Products, as if such actions or omissions were the Licensee's; >. Upon expiration or termination of this License Agreement, the rights of usage to any Third Party Contractor shall immediately terminate; G, Use of the Software by such Third Party Contractors on Licensee's behalf will be governed by the terms of this Agreement, and will require that Licensee purchase the appropriate license for each user utilized by such contractor; 7, Any breach of this Agreement by any Third Party Contractor(s)will be deemed to be a breach by Licensee; R. Licensee will ensure that Third Party Contractor agrees to comply with and does comply with the terms of this Agreement on the same basis as the terms apply to Licensee; and 9, Any"third Party Contractor must sign a copy of this Addendum acknowledging that it has a copy of the License Agreement and agrees to the terms herein, further Licensee shall provide a signed copy of this Addendum for every Third Party contractor to which it has granted permission to access and/or use the licensed software; The rights granted under Third-Party Contractor Addendum, do not modify the license or increase the number of licenses granted under this Agreement. 'third-Party Contractor acknowledges acceptance by signing below, and providing a copy to Aztecs Systems at comract,n cii%% o ks.cum. Third Pany Contractor Name (Print) Bv: Authorized Signature [)ate: ,47omdurd bcense K Maintennnce'Igreeniew Page 14 of 14 i0.ir,erd. sA1C MEI CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYYI kIr... l 1 12/12/2018 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL ENSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER UUNINAMEA Donna Kane The Buckner Company 'PHONE FAX 6550 South Millrock Dr. Suite#300 fA^D.pq,>nXu. 801 937-674o tAfc,so4.801-365-0808 Salt Lake CityUT 84121- E-MAIL Alppaq;a dkane robuckner,cont ,,1NSUREHIS)AFFORDING COVERAGE "NAIc# ltfSURERA CBnUnentla(CasOally CDrn)aany 20443 INSURED Azresys-01 INSURER a The Continental Insurance Company 35289 Azteca Systems, LLC - 11075 South State#24 INSURERc,Valley Forge Insurance Company 20508 Sandy UT 84070 1 IS D INSURER E: INSURERF ,,, ....... COVERAGES CERTIFICATE NUMBER:116618318 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLISUBR - POLICY EFF POLICY E%P LTR TYPE Or INSURANCE .sn 'Awn POLICY NUMBER I IMMrDDIVYVYI (M1W0DIWYO LIMITS C X COMMERCIAL GENERAL LIABILITY V Y 6072329331 9/3/2018 9/3/2019 EACH OCCURRENCE $1,000,000 -� CLAIMS MADE [ X.' OCCUR DAMAGEYO8E EU _ PREMISES,IF yr Try) L1,0001000 X TELH E&G MED ESP(AnV one uersoN $15,000 PERSONAL&AOVINJURY $1,000,000 GEWL AGGREGATIE LIMI r APPLIES PER. GENERAL AGGREGATE �$2000000 POLICY i X VI.Ptl5eI LOG PRODUCTS-COMP/OP AGO $2A001'000 OTHER: I TECH E&L $5 000,000,,. A AUTOMOBILE LIABILITY Y Y 6072329328 9/3/2018 9/3/2019 COMIBIMbD SINGLE UIMI r $1,000,000 .dE a sTntlm,4°EI ANY AUTO BODILY INJURY PAL Persa OWNED SCHEDULED ... _ AUTOS ONLY AUTOS BODILY INJURY(P drudenl) b X HIRED X.. AUTOS PKOPEU IY DAMAGE AUTOS ONLY AUTOS ONLY IP rarrda-i,11 5 B X UMBRELLA LIAB X OCCUR Y Y 6072329362 9/3/2018 9/3/2019 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS MADE " AGGREGATE $5,000,000 PEP I X I RETENTION $ B WORKERS COMPENSATION Y 6072329345 9/3/2018 9/3/2019 X STATUTE OTTH AND EMPLOYERS'LIABILITY Y1,N ANYPROPRIETOR/PARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? L��PI�---��;�V;;;1"NIA EL EACH ACCIDENT $100p 000 (Mandatory In NHI ""'"" E L DISEASE EA EMPLOYEE $1 000,000 ryes descrbe under DESCRIPTION OFOPERATIQN$Oplow E L DISEASE POLICY LIMIT $1,000.000 A Ernployrnent PrMlices Liability 6188604201 9/3/2018 9/3/2019 I$10,0001elenllan $1,000.000 FIt1UClary $0 Deductible $50 D,000 D&o '$m,aoO Relenrlon $3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (AC OR 101,Additional Remarks Schedule,may be attached if too re space is required) TECH E&O/Media/Info Risk Deductible$10,000 City of Kent is Add itISnal Insured for General Liability per form CNA8702(10-16). Notice of cancellation provision applies per attached form,CNA74702(1-15) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent 220 Fourth Ave. S. — Kent WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CNA PARAMOUNT Additional Insured — Other Person Or Organization / Your Work Endorsement ADDITIONAL INSURED SCHEDULE Name of Additional Insured Persons Or Organizations (As re written contract per Provision 1.Additional Insureds under the subparagraph entitled Other Person Or Organization I Your Work of CNA74872 Technology General Liability Extension Endorsement;or GNA75101 Manufacturers'General Liability Extension Endorsement.) CITY OF KENT City of Kent Locations of Covered Operations -�As per the 'w"rit""i contract of an additional insured person or organization listed above, and provided the location is within the coverage territory of this coverage part.) It is understood and agreed that you or your representative has notified the Insurer that the person or organization listed in the above ADDITIONAL INSURED SCHEDULE has requested additional insured status under a written contract, Please see endorsement CNA74872 or CNA75101 for a description of the applicable coverage terms. == Page I of 1 Endorsement No: 33 VALLEY FORCE INSURAINCE, COMPANY Effective Date: 12/03/2018 Insured Name ___._..__......_...................______... .................____.._-------_...._...__.__-------------__._..w..._w.._.. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE_........................................ ..... .m.. Number of days notice(other than for nonpayment of premium): 30 Nu mber of days notice for nonpayment of premium: 10 .................................. Name of person or organization to whom notice will be sent: CITt OF xEraT _ _ - ....------- ...._ Address: 220 FOURTH AVE SOUTH KENT WA 99032 ....._____. .._.... ____...... ........_..._—__..._..._......._ ....�......._ .....--........ f no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. ttttt® ............................... ...... CNA74702XX (1-15) Policy No: b072329331 Page 1 of 1 Endorsement No: 31 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/03/2018 Insured Name:AZTECA SYSTEMS, LLC Copydght CNA All Rights Reserved. ...............-. ........ ._........ CNA CNA PARAMOUNT Commercial General Liability Coverage Part (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee, and (2) Provides us with written authorization to: (a) Obtain records and other information related to the suit; and (b) Conduct and control the defense of the indemnitee in such suit. So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I—Coverage A— Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for bodily injury and property damage and will not reduce the limits of insurance. Our obligation to defend an Insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II—WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are Insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an Insured. Your members, your partners, and their spouses are also Insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an Insured. Your members are also Insureds, but only with respect to the conduct of your business. Your managers are Insureds, but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture or limited liability company, you are an Insured. Your executive officers and directors are Insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. �k " e. A trust,you are an Insured. Your trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following is also an Insured: 's a. Your volunteer workers only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are Insureds for: (1) Bodily injury or personal and advertising injury: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-employee while in the course of his or her employment or performing duties related to the conduct of your business, or to your other volunteer workers while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or(b) above, or (d) Arising out of his or her providing or failing to provide professional health care services. CG0001 04-13 Page 11 of 20 Copyright Insurance Services Office,Inc.,2012 .......................................... CHA CNA PARAMOUNT Commercial General Liability Coverage Part (2) Property damage to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your employees, volunteer workers, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your employee or volunteer worker), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property, and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period,whichever is earlier, b. Coverage A does not apply to bodily injury or property damage that occurred before you acquired or formed the organization, and c. Coverage B does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization. No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III—LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds, b. Claims made or suits brought; or c. Persons or organizations making claims or bringing suits. 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of bodily injury and property damage included in the products-completed operations hazard. 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all personal and advertising injury sustained by any one person or organization. CG0001 04-13 Page 12 of 20 Copyright Insurance Services Office,Inc.,2012 ............ _ .......... C*VA CNA PARAMOUNT Commercial General Liability Coverage Part 5. Subject to Paragraph 2. or 3. above, whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all bodily injury and property damage arising out of any one occurrence. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of property damage to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5.above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an occurrence or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the occurrence or offense took place, (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the occurrence or offense. y b. If a claim is made or suit is brought against any Insured, you must: (1) Immediately record the specifics of the claim or suit and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. c. You and any other involved Insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit, (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the suit, and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be - liable to the Insured because of injury ui damage to whirl)this insurance may also apply. d. No Insured will, except at that Insured's own cost,voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: CG0001 04-13 Page 13 of 20 Copyright Insurance services Office,Inc.,2012 CHA CNA PARAMOUNT Commercial General Liability Coverage Part a. To join us as a party or otherwise bring us into a suit asking for damages from an Insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the Insured and the claimant or the claimant's legal representative. 4. Otherinsurance If other valid and collectible insurance is available to the Insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over. (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work, (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion g. of Section I—Coverage A—Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations,for which you have been added as an additional Insured. (2) When this insurance is excess,we will have no duty under Coverages A or B to defend the Insured against any suit if any other insurer has a duty to defend the Insured against that suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers. (3) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-Insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing ' If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. CG0001 04-13 Page 14 of 20 Copyright Insurance Services Office,Inc.,2012 ........ .............. _ ........... ........- CNA CNA PARAMOUNT Commercial General Liability Coverage Part If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. It. Premium shown in this Coverage Part as advance premium is a deposit premium only.At the close of each audit period we will compute the earned premium for that period and send notice to the First Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the First Named Insured. c. The First Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete, b. Those statements are based upon representations you made to us', and C. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the First Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured, and b. Separately to each Insured against whom claim is made or suit is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the Insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us. The Insured must do nothing after loss to impair them.At our request, the Insured will bring suit or transfer these rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the First Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. _....._.__.._ .......... SECTION V-DEFINITIONS 1. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication', and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of o attracting customers or supporters is considered an advertisement. 2. Auto means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment, or CG0001 04-13 Page 15 of 20 Copyright Insurance Services Office,Inc.,2D12 _.__......_...... .... ..........................._ CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. m............._...................................._.... _._.............._.. _ TABLE OF CONTENTS .......... _. _ ... .._ — -...m ............................ 1. Additional Insureds 2. Additional Insured- Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury- Expanded Definition .__..._.........�............._ ......... 4. Broad Knowledge of Occurrence/Notice of Occurrence ....__ .........__ 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury- Exception for Reasonable Force _ ._.._ 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies _..._..._..., .. . . . .. ....... _.. 11 Legal Liability-Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury- Limited Contractual Liability t 17. Property Damage- Elevators 18. Supplementary Payments 19. Property Damage-Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation-Blanket CNA74872XX (1-15) Policy No: 6072329331 Page 1 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Scmo5 Office.Inc„with its permission CNA CNA PARAMOUNT 1�Irr Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74B72XX (1-15) Policy No: 6072329331 Page 2 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/O3/2O18 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance SeNices Office,Inc„with its pemtission. ........___._ --------- CHA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes plane prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G, Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions-Permits A slate or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or _ b. Bodily injury of property damage included within the products-completed operations hazard. With respect to this prevision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Policy No: 6072329331 Page 3 of 14 Endorsement No: 5 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name:AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved- Includes copyrighted material of Insurance Services office,Inc„whirs permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f, demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or In. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f.above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Policy N0: 6072329331 Page 4 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name:AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved_ Includes copyrighted material of Insurance Services Office,Inc,with its permission. I CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. If bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization f Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on annther endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Pan, 2. ADDITIONAL INSURED- PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: q Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization, 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. _® 4. BROAD KNOWLEDGE OF OCCURRENCE!NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6072329331 Page 5 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved, licluoes Copyrighted material of Insurance services office,Inc„with its pemlission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Pan. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership orjoint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES If PARTNERSHIP ! LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor I personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (I as any Named Insured should choose to employ. CNA74872XX (1-15) Policy No: 6072329331 Page 6 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name:AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc,with its permission. ----_. .__._.__ . _. ..._. ..m _ .. .. ...... CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners ofjoint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business, 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.0) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory, (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will a be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits), o ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: s CNA74872XX (1-15) Policy No: 6072329331 Page 7 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/201B Insured Name? AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted malerial of Insurance Services Office,Inc,,with its permission.. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; C. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 6072329331 Page 8 of 14 Endorsement NO: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2o1e Insured Name:AZTECA SYSTEMS, LLC Copyrighl CNA All nights Reserved. Includes copyrghted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii, delete the definition of occurrence and replace if with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b), (c) and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. C. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased ^ specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES 1 PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership orjoint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 6072329331 Page 9 of 14 Endorsement No: 6 VALLEY FORCE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Resered. Includes copyrighted material or Insurance Services Office,Ina,with its permission.. _- ...... ---- CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b, the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11. LEGAL LIABILITY-DAMAGE TO PREMISES A. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section, C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5, above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$500,000, unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii),and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Policy No: 6072329331 Page 10 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance.SOMLe$Office.Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement � 9Y Y 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C - Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured;and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long;and a (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY-DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. ®_ B. Under COVERAGES, Coverage B - Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6072329331 Page 11 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/20i6 Insured Name:AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only it such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured, 2. add the following exclusions: This insurance does not apply to Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part, 16. PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: 6072329331 Page 12 of 14 Endorsement No: 5 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name:AZTECA SYSTEMS, LTC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc..Wilk its penmsslon CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the Following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee: 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the Following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE- ELEVATORS A. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18, SUPPLEMENTARY PAYMENTS M The section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND B is amended as follows: A. Paragraph 1.b, is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only e with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of$25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Policy No: 6072329331 Page 13 of 14 Endorsement No: 5 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/201B Insured Name: AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance;the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization herause of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1, is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement which forms a part of and is for attachment to the Policy Issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrenta wuh said Polir CNA74872XX (1-15) Policy No: 6072329331 Page 14 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 09/03/2018 Insured Name:AZTECA SYSTEMS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Circe,Inc.,with its permission. EXHIBIT A-1 To Contract Terms and Conditions INSURANCE REQUIREMENTS The following Exhibit A-1 is attached to, incorporated into, and forms part of the System Implementation Agreement, dated between the City and Vendor (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: EXHIBIT A — TERMS AND CONDITIONS Page 14of11 1. Commercial General Liab[Hty insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance; The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each Insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. EXHIBIT A - TERMS AND CONDITIONS Page 15 of 11 F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. EXHIBIT A - TERMS AND CONDITIONS Page 16 of 11 EXHIBIT A-2 To Common Terms and Conditions INSURANCE REQUIREMENTS The following Exhibit A-2 is attached to, incorporated into, and forms part of the System Implementation Agreement, dated ___________ ____, between the City and Vendor (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. EXHIBIT A - TERMS AND CONDITIONS Page 17 of 11 � ••• � IIII 1�" ••• �, " o � ". � a I � w ... I 1 rt uvu �' r qll" I ��", '^ �� � � •��m q� N9 W � "� fiN " m ,, m �m m x u m e�m� m :;• � ON ME. I xn za v� v a o m m m ' Nom m .m. •::za a®o o n .m 4 . „".. ".,: m rt � ::" . kart ", •,.; mma I a a " w." au mau mnu. T ....., r....V' awWP ' u a�uui w� i ^n lualrm v na^ w a x a Mt•m ,� mm m 1 � B I .i� i U J IIII Uluu � Qb w m U W U'• w Qm i T Agenda Item: Consent Calendar - 8D w..sHir,,,,ox I I TO: City Council DATE: November 6, 2018 SUBJECT: Asset Management System Contract with Azteca Systems & Woolpert - Authorize MOTION: Authorize the Mayor to sign all necessary documents to enter into agreements with Azteca Systems, LLC and Woolpert Consultants Inc., to purchase, install, and configure the Cityworks software in a total amount not to exceed $883,000, subject to final terms and conditions acceptable to the Information Technology Director and the City Attorney. SUMMARY: Council approved the replacement of Public Works' asset management software in the 2018/2019 Mid-Biennial Budget. Public Works is currently managing assets within Hansen; however, the Hansen software platform is no longer being supported by the manufacturer and has surpassed its useful lifecycle. The Information Technology and Public Works departments issued a formal Request for Proposal last October that resulted in the selection of Cityworks/Woolpert. Cityworks is marketed by Azteca Systems, LLC and is a mobile, GIS-centric software that can easily integrate with the City's current software infrastructure. Over the next 18 months the City will work with Woolpert, a proven third-party integrator of the Cityworks software, to configure and implement this solution thereby streamlining and automating current workflows resulting in improved efficiency. The Information Technology Department has worked with the City Attorney's Office to negotiate the software license agreement with Azteca Systems for the Cityworks software, and the implementation agreement with Woolpert to customize the Cityworks software of the City and assist with its implementation into the City's system. EXHIBITS: Cityworks Contract Woolpert Contract Woolpert Service of Work RECOMMENDED BY: Operations Committee YEA: Boyce, Thomas, Higgins NAY: BUDGET IMPACT: Funding for this project was approved at $683,000. In 2018 the Public Works Department approved a contingency budget of $200,000 to cover any additional resource and hardware upgrade costs mitigating identified potential project risks through existing project funding available. STRATEGIC PLAN GOALS): Innovative Government-Delivering outstanding customer service, developing leaders,and fostering innovation. o c c c \ / 9 9 CD Q 3 ? ? k / o C C 0 0 00 00 / § y R cz \ 7 / £ •/ $ 5 ' % 3 m -0 7 / R o ry O ± 0 2 x 2 k m 5 q c 7 = r LU m m w CN / o ? ƒ ? 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