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Contract 52251
CITY SECRETARY CONTRACT NO. 5aa51 VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),.a Texas home rule municipal corporation,acting by and through Jay Chapa its duly authorized Assistant City Manager,and Innovyze,Inc. ("Vendor"),a Delaware corporation, and acting by and through Tyler Spring its duly authorized Senior Vice President each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; 4. Exhibit C—Verification of Signature Authority Form;and 5. Exhibit D—Innovyze Software License Agreement. Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B, C or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Hydraulic MGdclil& software and summ services. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder(the"Services"). 2. TERM. This Agreement shall begin on December_ 15 . 2018 ("Effective Date") and shall expire on December 14 . 2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement for up to Four (_4, one-year renewal options under the same terms and conditions,except that pricing will be renegotiated. 3. COMPENSATION. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be thirty one thousand eight hundred dollars 631.800). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services.City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Q J ti 4. TERMINATION. Vendor Services Agreement Page 1 of 1 100406523.1 0059963-00001 OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX 4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. In the event of any termination by City pursuant to this Section 4.1,City acknowledges and agrees that any fees that have been prepaid or paid in advance by City will be retained by Vendor and will not be refunded or returned to City. 4.2 Termination for Cause. City or Vendor may terminate this Agreement immediately in the event the other party materially breaches this Agreement and fails to cure such breach within 30 days'after receiving written notice thereof from the non-breaching party. 4.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents specifically prepared for City under this Agreement(as opposed to documents used by Vendor in service of its customers generally).In the event Vendor has received access to Confidential Information(as defined below)or data as a requirement to perform services hereunder,Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendors services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. In connection with this Agreement, the parties have disclosed to one another,and will from time to time in the future disclose,either orally or in writing(by whatsoever media,including,without limitation,electronic media),certain information as to the Services,prices,and/or the business,products,process or operations of any of them,any data,information,technology,or material developed or obtained under this Agreement and the terms and conditions of this Agreement,that is non- public,confidential or proprietary in nature(collectively,the"Confidential Information").For purposes of this Agreement,a party receiving Confidential Information shall be referred to as the"Recipient",the party disclosing such information as the"Discloser",and a party's affiliates and the employees, officers, directors,attorneys,accountants,consultants,and advisors of such party and of its affiliates as such party's "Representatives".Confidential Information shall not include information that(i)is or becomes generally available to the public other than as a result of disclosure by Recipient or its Representatives;(ii) becomes available to Recipient from a source,other than the Discloser or its Representatives,which source Recipient reasonably believes is not bound by a duty of confidentiality to the Discloser,(iii)is known to Recipient or its Representatives prior to disclosure to Recipient by the Discloser or its Representatives; or (iv) is independently developed by Recipient or its Representatives. A person or entity shall be deemed to be an affiliate of another person or entity controlling, controlled by or under common control with such party. Vendor Services Agreement ' Page 2 of 16 100406523.10059963-00001 The disclosure and use of any Confidential Information to Recipient and/or its Representatives has been and will be solely for the purpose of enabling Recipient to exercise its rights or perform its duties under this Agreement(the"Purpose"). Except as set forth in this Agreement, Recipient agrees to maintain in confidence and not disclose to any person or entity, without DiscIoser's prior written consent, any trade secret or Confidential Information, except that Recipient may disclose to its Representatives such portion of the Confidential Information as may be necessary or appropriate to the Purpose but only to such persons who have a need to know the information in connection with the Purpose. Recipient shall return or destroy all documents, copies,notes or other materials containing any portion of the Confidential Information upon request of the Discloser. In the event Recipient,or anyone to whom Recipient transmits the Confidential Information,or any of it,pursuant to this Agreement,becomes compelled by applicable law or any applicable governmental authority or regulatory body (by oral questions, interrogatories, request, demand, or similar process) to disclose any of the Confidential Information, Recipient will provide the Discloser with prompt written notice thereof and the Discloser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement as to such information. In the event such protective order or other remedy is not obtained,or the Discloser waives compliance with the provisions of this Agreement, Recipient will furnish only that portion of the Confidential Information which is,on advice of Recipient's counsel,legally required to be disclosed. The parties hereby acknowledge that a violation of the provisions of this Section 5.2 may cause irreparable damage to the non-violating party,the amount of which may be impossible to quantify, and it is therefore agreed and understood that in the event of such a violation of this Agreement,the non-violating party shall be entitled to seek injunctive relief against such violation,in addition to such other remedies the non-violating party may have. The covenants contained in this Section 5.2 shall survive the termination of this Agreement for whatever cause. 5.3 Unauthorized Access. Recipient shall store and maintain Confidential Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. Recipient shall notify Discloser immediately if the security or integrity of any Confidential Information has been compromised or is believed to have been compromised, in which event, Recipient shall, in good faith, use all commercially reasonable efforts to cooperate with Discloser in identifying what information has been accessed by unauthorized means and shall fully cooperate with Discloser to protect such Confidential Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to, all electronic records, of Vendor involving transactions directly relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Section. City shall give Vendor reasonable advance notice of intended audits. Such audits shall be conducted no more than once per calendar year, and shall be conducted so as to minimize interruption to Vendor's business. All information disclosed by Vendor to the City or its third party auditor in connection with any such audit shall be deemed Vendor's Vendor Services Agreement Page 3 of 16 100406523.1 0059963-00001 "Confidential Information"hereunder. Any third party auditor shall enter into a confidentiality and non- use agreement that is reasonably acceptable to Vendor. City and any third party auditor shall agree to any reasonable limitations or restrictions imposed by Vendor with respect to access to Vendor's systems and facilities. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors.Vendor acknowledges that the doctrine of respondear superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor,nor any officers, agents,servants,employees or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, SOLELY TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT. 8.2 GENERAL INDEMNIFICATION-VENDOR HEREB Y CO VENANTS AND A GREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH A MATERIAL BREACH OF THIS A GREEMENT,OR TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any third-party claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's approved use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend,settle or pay shall not apply: (i) to the extent the Vendor Services Agreement Page 4 of 16 10040652 3.10059963-00001 claim or action is based on or arises out of the combination of the software and/or documentation in connection with software,hardware,documentation,materials,data or other technology not supplied by Vendor; or(ii) if City modifies or misuses the software and/or documentation or otherwise uses the software in any unauthorized manner.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this Section 8.3,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Section 8.3,City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Section 8.3. If the software and/or documentation or any part thereof is held (or in the reasonable, good faith judgment of Vendor, is likely to be held) to infringe such that the use thereof is or may be enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,Vendor shall,at its own expense and at Vendor's option,either:(a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation;or(c)replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City. If none of the foregoing alternatives is reasonably available to Vendor,Vendor may terminate this Agreement,and refund all amounts prepaid to Vendor by City but unearned by Vendor. The foregoing shall be City's sole and exclusive remedy, and Vendor's sole and exclusive liability, for any claims of intellectual property infringement arising from or relating to this Agreement. 8.4 THE PARTIES AGREE THAT IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE OR PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES,EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER IN TORT, CONTRACT, OR OTHERWISE. VENDOR'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CITY FOR THE SERVICES. IN NO EVENT SHALL VENDOR BE LIABLE FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY PRODUCTS,INCLUDING SOFTWARE AND HARDWARE. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Neither party shall assign any of its duties, obligations or rights under this Agreement without the prior written consent of the other party, such consent to not be unreasonably Vendor Serviecs Agreement Page 5 of lb 10040652 3.1 00599b 3-00001 withheld.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Notwithstanding this Section 9.1, Vendor may freely assign this Agreement, without City's permission or consent: (i)to an affiliate of Vendor; (ii)to a third party as part of a merger by Vendor with such third party;or(iii) to a third party as part of the sale of substantially all of Vendor's assets or equity. 9.2 Subcontract. Vendor may subcontract any of its duties, obligations or rights under this Agreement as Vendor deems appropriate in its sole and absolute discretion. Vendor shall be liable for the acts and/or omissions of its subcontractors with respect to the performance of such subcontractors under this Agreement,and any breach of this Agreement by a subcontractor will be deemed a breach by Vendor. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers'compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors &Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (COL) policy, or a separate policy specific to Vendor Services Agreement Page 6 of 16 100406523/0059963-00001 Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Each party agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local laws,ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If either party notifies the other party of any violation of such laws, ordinances,rules or regulations,the violating party shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. Vendor Services Agreement Page 7 of 16 100406523.10059963-00001 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To VENDOR: City of Fort Worth Innovyze Inc. Attn Jay Chapa Assistant City Manager Mark Cuny,CFO 200 Texas Street 6720 SW Macadam Ave,#150 Fort Worth,TX 76102-6314 Portland,OR 97219 Facsimile:(817)392-8654 E: sales-amcricas. innovNze.com E: 1nf6CareUS4 innovyze.com With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other party during the term of this Agreement, without the prior written consent of the person's employer.Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. Vendor Services Agreement Page 8 of 16 100406523.1 0059963-00001 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including,but not limited to, compliance with any government law, ordinance or regulation,acts of God, acts of the public enemy, fires,strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,$,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, $and C,contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest,as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that software support services provided under this Agreement will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach Vendor Services Agreement Page 9 of 16 100406 52 3,1005996 3-00001 of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. The foregoing shall be City's sole and exclusive remedy,and Vendor's sole and exclusive liability,with respect to any breach by Vendor of the foregoing warranty. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND/OR THE EXHIBITS EXPRESSLY INCORPORATED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY VENDOR UNDER THIS AGREEMENT ARE PROVIDED"AS IS"AND WITH ALL FAULTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND/OR THE EXHIBITS EXPRESSLY INCORPORATED HEREIN, VENDOR GRANTS NO WARRANTY HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR A PARTICULAR PURPOSE,QUIET ENJOYMENT,ACCURACY,TITLE,VALIDITY, AND/OR NON-INFRINGEMENT. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO NEGLIGENT VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor,shall have the right to immediately terminate this Agreement for negligent violations of this provision by Vendor. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that her'she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed Vendor Services Agreement Page 10 of 16 10040652 3.1 0059963-00001 merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 22 day of April,2019. (signature page folioivs) Vendor Services Agreement Page 11 of 16 100406523.10059963-00001 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person / responsible for the monitoring and administration of By: this contract,including ensuring all performance and Name: �, a, reporting requirements. Title: Assistant City Manage Date: By. ) N!'ame: APPROVAL RECOMMENDED: Title: /,�qsl s� •o�►AbsR �Q APPROVED AS TO FORM AND LEGALITY: By: L Name: GH4911 Alepems_ Title: —Or 1•r�tNolr� By: N�N � N e: �. 64 c ATTEST: Title: Assistant City tomAf ey CONTRACT AUTHORIZATION: a ame: Title: City Secretary A. VENDOR: jPcj ATTEST: Name:(ryIA4ng Name: ColbyUnwaring Title: VP es Operations Title: Chief Executive Office Date: April 22,2019 Vendor Services Agreement Page 12 of 16 100406523.1 0059963-00001 ®FFLICU L REOG)RD) CITY SgEe®yE�,pd RY FT. WORTH,TX EXHIBIT A SCOPE OF SERVICES Innovyze will provide telephone and email support and software updates to the City of Fort Worth Water Department from December 15,2018 through December 14,2019 with four opportunities to renew the contract for an additional year.As part of this contract,the City of Fort Worth Water Department will also maintain the ability to trade-in their licenses to upgrade within the product family and retain the current list price value to trade-in.This applies to the InfoWater,InfoWorks ICM—Sewer Edition and InfoMaster licenses. Vendor Services Agreement—Exhibit A Page 13 of 16 EXHIBIT B PRICE SCHEDULE Year i Year 2 Year 3 Year 4 Year 5 Line Description Serial Number Quantity Dec 2018- Dec 2019- Dec 2020- Dec 2021- Dec 2022- 2019 2020 2021 2022 2023 InfoMaster Desktop Suite IMD40510101- 1 $12,000.00 $12,240.00 $12,607.20 $12,985.42 $13,374.98 Floating- F000255 InfoCare Renewal InfoWater Floating IWROIRUNL01- (Unlimited Links) F000555 1 $4,800.00 $5,045.00 $5,196.35 $5,352.24 $5,512.81 -InfoCare Renewal InfoWater Suite Floating IWROISUNL01- (Unlimited Links) F000332 1 $5,100.00 $5,360.00 $5,520.80 $5,686.42 $5,857.02 -InfoCare Renewal InfoWorks ICM- Sewer Edition (Unlimited 22220103 1 $9,900.00 $10,195.00 $10,500.85 $10,815.88 $11,140.35 Nodes)-InfoCare Renewal Total $31,800.00 $32,840.00 $33,825.20 $34,839.96 $35,885.15 Vendor Services Agreement—Exhibit$ Page 14 of 16 100406523.10059963-00001 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY INNOVYZE INC. 6720 SW Macadam Ave Suite 150 Portland,Oregon 97219 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Colby Manwaring Position: Chief Executive Officer Signatwfe 2. Name: Tyler prin Position: SVP s Operations Signature 3. Name: Position: Signature Name:: Sign re of President/CEO Other Title: Date: April 22,2019 Vendor Services Agreement—Exhibit C Page 15 of I6 100406523.10059963-00001 EXHIBIT D INNOVYZE SOFTWARE LICENSE AGREEMENT Exhibit D 1:Innovyze Software License Agreement Exhibit D2:Innovyze Maintenance&Support Agreement Vendor Services Agreement-Exhibit D Page 16 of 16 100406523.10059963-00001 Exhibit D1: Innovyze Software License Agreement IMPORTANT—READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT BEFORE USING THE ENCLOSED SOFTWARE. This is a legal agreement between you (either an individual or an entity, hereinafter "Licensee") and, depending on the software product ordered, either (1) Innovyze, Inc., a Delaware corporation, or (2) Innovyze, Ltd., a company organized under the laws of the United Kingdom (hereinafter collectively referred to as "Innovyze"). By installing the software, Licensee agrees and accepts to be bound by the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, promptly return the software and accompanying written materials and hardware to receive a refund. 1. Definitions. a. "Quotation" shall mean the quotation provided by Innovyze and approved by Licensee, which sets forth the software purchased, licensing and maintenance fees, any other fees or costs, and applicable duties or taxes. b. "Software" shall mean the software indicated on the Quotation, including any accompanying materials and hardware, in executable, machine readable, format. c. "Open-Source Components" shall mean any open-source, freeware, shareware or other software having similar licensing or distribution models by which it is subject to license agreement or other enforceable requirements or restrictions, including under any GNU General Public License or GNU Library or Lesser Public License, or other license agreement that conforms to a standard definition set by the Open Source Initiative. 2. Contracting Entity. Please refer to http://www.innovyze.com/licensing/ to determine which legal entity, either Innovyze, Inc. or Innovyze, Ltd., is party to this Agreement with Licensee for the Software described in the Quotation. 3. Grant of License. Innovyze hereby grants Licensee a perpetual, nonexclusive, nontransferable right to use the Software in accordance with the terms and restrictions of this Agreement, provided however, that any rental or short term Software licenses will expire at the end of the time period specified in the relevant Quotation. Unless otherwise agreed, Licensee is solely responsible for the installation of the Software. Innovyze or its duly appointed agents shall have the right at any time to inspect the Licensee's premises or computer network to verify the use of the Software is in accordance with the terms of this Agreement, including the number of licenses and configuration of the Software. Under no circumstances shall Licensee have the right to sublicense use of the Software to any third party. Innovyze provides the Software in two configurations: a. Fixed Seat. A fixed seat license configuration permits the installation and use of the Software on a single computer at any one time. The Software may be uninstalled and reinstalled on a different computer (not to exceed more than four (4) times per month) at the same location so long as the number of fixed seat licenses does not exceed the number purchased. b. Floating Seat A floating seat license configuration is installed on a centrally accessible computer or server (LAN or WAN) and consists of the numbers and combinations (sizes and types) of floating seat licenses purchased. The number of authorized concurrent floating seat licenses indicated on the approved Quotation may not be exceeded at any office location. Software granted as WAN or LAN licenses are limited to the office location or country to which they are issued, respectively. As permitted, licenses of the Software may be checked out to a specific computer for the purpose of operating remotely or for other purposes, and that checked out license will not be available to any other computer until returned. A floating seat license, once issued, may not be divided into multiple floating seat licenses. Licensee must take reasonable steps to ensure that the number of users of the Software at any one time does not exceed the number of licenses for the Software that you have obtained from Innovyze. 4. Open-Source Licenses. The Software may include Open-Source Components licensed under separate open-source licenses, hyperlinked copies of which can be found in the "About" section of the Software ("Open-Source Licenses"). Any use of the Open-Source Components by the Licensee shall be governed by, and subject to, the terms and conditions of the Open-Source Licenses. On written request to Innovyze, Innovyze shall provide the Licensee with a complete, machine-readable copy of the source code for such Open-Source Components in accordance with the terms of the Open- Source License(s). 5. Restrictions. Licensee agrees not to: (a) decompile, reverse engineer, or disassemble the Software, (b) create any derivative work based in whole or in part on the Software, (c) copy, change, modify, merge, or adapt the Software in any way, (d) sublicense, rent, lease, loan, export, or re-export the Software or otherwise transfer the Software to another person or entity, or (e) remove, obscure, or modify any trademark or copyright notice of Innovyze. Notwithstanding the foregoing, Licensee may make one copy of the Software solely for backup or archival purposes. 6. Updates. From time to time, at its option, Innovyze may change, modify, enhance, or otherwise develop new or updated versions of the Software. Licensee has no right under this Agreement to receive or use such updated versions of the Software, but may obtain such updated versions under the terms and conditions of a separately executed Maintenance and Support Agreement. 7. Payment. Licensee agrees to pay the fees indicated in the approved Quotation within thirty(30) days receipt of an invoice from Innovyze or its authorized representative, subsidiary, or affiliate. Failure to make payment shall be deemed a material breach of this agreement. For Software requiring the use of Dongle, failure to make payment will result in Licensee not receiving the necessary activation code for continued use of the Software after installation. 8. Intellectual Property. Licensee agrees that Innovyze is the sole and exclusive owner of all proprietary rights in and to the Software and any corrections, enhancements, updates, or modifications thereto, including any patent, copyright, trade secret, trademark, or other proprietary rights. The Software is protected under applicable law, including the laws of the United States, the United Kingdom, and applicable international treaties. No right, title or interest in or to the Software is transferred to Licensee under the terms of this Agreement. To the extent that a court of competent jurisdiction determines that Licensee is deemed to have any rights in or to the Software of any enhancements, upgrades, etc., the Licensee assigns those rights to Innovyze. If the Software residing on the Licensee owned or leased server(s) will be accessed through a web application or any other remote access tool or device, Licensee shall provide such reasonable security, to include passwords, firewalls, and network/hardware security, as may necessary to prevent unauthorized access or damage to the Software and to protect Innovyze's Intellectual Property rights under this Agreement. 9. Reliability of Data. Model configurations, projections and the analysis generated by Software is provided "as is", without any warranty as to accuracy or validity, is intended for planning and decision support purposes only, and is subject to uncertainties that cannot be fully identified or qualified. Forecasts and actual results may materially vary due to events and circumstances that are not reasonably foreseeable, inaccurate or incomplete data provided and used to formulate the projections, or operation and system conditions that are beyond the scope or capability of Software. Innovyze is not responsible for the realization of forecasted conclusions or projections, or identification of matters that might affect actual system operation or conditions as a result of Licensee's use of Software. 10. Limited Warranty. Innovyze warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date the Software is received. Innovyze's sole liability and Licensee's exclusive remedy under this limited warranty will be, at Innovyze's option, either (a) the return of the purchase price paid for the Software or (b) repair or 2 replacement of the Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty(30) days, whichever is longer. 11. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVYZE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. INNOVYZE DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, INNOVYZE MAKES NO WARRANTY, REPRESENTATION OR GUARANTEEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INNOVYZE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY. 12. LIMITATION OF LIABILITY. THE PARTIES THEREFORE AGREE THAT IN NO EVENT SHALL INNOVYZE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE OR PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF INNOVYZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE. 13. INNOVYZE'S TOTAL AGGREATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. IN NO EVENT SHALL INNOVYZE BE LIABLE FOR THE PERFORMANCE OR NON-PEFORMANCE OF ANY THIRD PARTY PRODUCTS, INCLUDING SOFTWARE AND HARDWARE. 14. Export Restrictions. Licensee agrees not to export, re-export, or provide the Software in violation of this Agreement or any applicable law, including but not limited to, any regulations or restrictions of the United States Export Administration, United States Treasury Department, United States Commerce Department, or the United Kingdom Department of Trade and Industry. Any use, duplication, or disclosure of the Software by the United States Government is subject to restrictions set forth in subparagraph (c) (1) (ii) of the Rights of Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) (2) of the Commercial Computer Software—Restricted Rights clause at 48 CFR 52.227-19, as applicable. 15. Third Party Software. Licensee acknowledges that Software may require the use of third party software covered by a separate license agreement, and Innovyze has no responsibility or liability for the functionality of such third party software. 16. Controlling Law. The validity, construction, and performance of this Agreement shall be governed in accordance with the laws of the State of Colorado, USA. The parties agree that any proceeding arising out this Agreement shall be instituted in the State of Colorado, Denver County, USA, and each party irrevocably submits to the jurisdiction of such proceeding and waives any and all objections to jurisdiction and venue that it may have under any other law. 17. Termination. If Licensee fails to comply with any of the terms and conditions of this Agreement, Innovyze may terminate the license granted hereunder without notice. In the event of termination, you must immediately uninstall the Software and return any accompanying materials and hardware and provide written confirmation that Licensee has complied with the terms of this provision. 18. Complete Agreement. This Agreement constitutes the entire agreement between the parties concerning the use of the Software and supersedes all prior or contemporaneous understandings or 3 agreements, whether written or oral. This agreement may not be amended except by a writing signed by an authorized representative of Innovyze. 19. Binding Effect and Assignment. The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Innovyze may assign this Agreement, or any right or obligation hereunder, without the prior written consent of Licensee. 20. Parties in Interest. Nothing in this Agreement, express or implied, is intended to confer on any third party or person any right or remedy under or by reason of this Agreement. 21. Severability. The invalidity or unenforceability of any term of this Agreement shall not affect the other terms, and this Agreement shall be construed in all respects as if any invalid or unenforceable term were omitted. 22. Notice. All notices under this Agreement must be delivered in writing by courier, certified or registered mail, to the other party and will be effective upon receipt or three (3) business days after being deposited in the mail, whichever occurs sooner. 23. Waiver. Any waiver, either express or implied, by either party of any term of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or other default. 4 "P Exhibit D2: Innovyze Maintenance& Support Agreement SOFTWARE MAINTENANCE & SUPPORT AGREEMENT The following Maintenance and Support Agreement (hereinafter "Agreement") is by and between you (hereinafter "Licensee") and Innovyze, Inc. or Innovyze, Ltd. (as provided in the Innovyze Standard License Agreement and hereinafter collectively "Innovyze") and shall apply to the provision of software maintenance and support services for the Software licensed under the Innovyze Standard License Agreement. If not otherwise defined herein, defined terms shall have the meaning as set forth in the Innovyze Standard License Agreement, which is specifically referenced and incorporated herein. In the event of any conflict in terms, the terms of the Standard License Agreement shall govern. 1. Definitions. "Effective Date" shall mean date set 7. Late Payment. If you fail to pay the Annual forth in the Quotation approved by Licensee. Maintenance Fee within thirty (30) days of the due date, this Agreement will automatically terminate 2. Term. This Agreement shall commence on the without written notice. Failure to make payment will Effective Date and shall automatically renew on the result in Licensee receiving no maintenance and anniversary date of the Effective Date for a twelve support services as described herein, including but (12) month period or such other period as may be not limited to, the reactivation of the Software in defined in the Quotation ("Term"), unless cancelled as connection with its transfer to another computer or set forth below. server. If Licensee wishes to renew this Agreement after it has been terminated for non-payment, 3. Software Updates and Maintenance. Innovyze Licensee shall pay all Annual Maintenance Fees in will support, maintain, update, and upgrade arrears plus a charge of 25% on the total amount. ("Maintenance") the Software during the Term. Maintenance will only apply to unmodified Software 8. Training. No software training is provided and the most recently released and updated version hereunder. of the Software. During the Term, Innovyze will use commercially reasonable efforts to correct any 9. Data. Any data or information provided by functions in the Software which fail to perform as Licensee to assist Innovyze in the provision of specified in the supporting documentation. Updates maintenance services hereunder shall remain your or upgrades issued by Innovyze for the Software also sole and exclusive property. Innovyze shall have no may include enhancements or new features. liability for the accuracy or correctness of such data or information. 4. Software Support. Licensee may contact the Innovyze support team. The contact information can 10. Limitation of Liability. The parties agree, to be found at http://www.innovvze.com/contactus/. the fullest extent permitted by law, to limit the Innovyze support staff will be available during normal aggregate liability of Innovyze, its parents, business hours to assist Licensee regarding the subsidiaries and affiliates, and their respective operation of the Software within a reasonable time. directors, officers, employees and agents, to the Annual Maintenance Fee as set forth in the 5. Cancellation. Either party may elect not to Quotation. This limitation of liability shall apply automatically renew this Agreement by providing the to all suits, claims, actions, losses, costs and other party a written notification of cancellation at damages of any nature arising from or related to least sixty (60) days prior to the end of the then this agreement and without regard to the legal current Term. theory under which such liability is imposed. 6. Subscription Fees. On the anniversary of the Under no circumstances shall Innovyze be liable Effective Date, Licensee agrees to pay Innovyze the for any, incidental, special, or consequential Annual Maintenance Fees set forth in the Quotation damages of any kind (including, but not limited and each year thereafter on the anniversary date of to, damages for loss of revenue or profit, Effective Date. Payment shall be made within 30 days business interruption, or loss of business of receipt of invoice. Innovyze reserves the right to information) arising out the provision of services change the Annual Maintenance Fee, provided that: under this agreement or the use, or inability to (i) any such change in the fee shall not take effect use, the Software, even if Innovyze has been until the commencement of the next 12-month Term, advised of the possibility of such damages. and (ii) there will be no more than one change in the Annual Maintenance Fee in any 12-month period. 11. Controlling Law. The validity, construction, 15. Parties in Interest. Nothing in this and performance of this Agreement shall be governed Agreement, express or implied, is intended to confer in accordance with the laws of the State of Colorado, on any third party or person any right or remedy USA. The parties agree that any proceeding arising under or by reason of this Agreement. out this Agreement shall be instituted in the State of Colorado, Denver County, USA, and each party 16. Severability. The invalidity or irrevocably submits to the jurisdiction of such unenforceability of any term of this Agreement shall proceeding and waives any and all objections to not affect the other terms, and this Agreement shall jurisdiction and venue that it may have under any be construed in all respects as if any invalid or other law. unenforceable term were omitted. 12. Termination. If Licensee fails to comply with 17. Notice. All notices under this Agreement any of the terms and conditions of this Agreement, must be delivered in writing by courier, certified or Innovyze may terminate the license granted registered mail, to the other party and will be effective hereunder without notice. In the event of termination, upon receipt or three (3) business days after being you must immediately uninstall the Software and deposited in the mail, whichever occurs sooner. return any accompanying materials and hardware and provide written confirmation that Licensee has 18. Waiver. Any waiver, either express or complied with the terms of this provision. implied, by either party of any term of this Agreement shall not constitute or be construed as a waiver of any 13. Complete Agreement. This Agreement subsequent breach or other default. constitutes the entire agreement between the parties concerning the use of the Software and supersedes all prior or contemporaneous understandings or agreements, whether written or oral. This agreement may not be amended except by a writing signed by an authorized representative of Innovyze. 14. Binding Effect and Assignment. The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Innovyze may assign this Agreement, or any right or obligation hereunder, without the prior written consent of Licensee. DATE(MM/DDffYYY) 4 �® CERTIFICATE OF LIABILITY INSURANCE F 02/19/2019 THIS CERTIFICATE IS 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 INSURED 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 CONTACT AOn Risk Services Northeast, Inc. PHONE FAX New York NY Office (AIC.No.Ext): (866) 283-7122 (A/C.No.): (800) 363-0105 One Liberty Plaza E-MAIL p 165 Broadway, Suite 3201 ADDRESS: _ New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC p INSURED INSURER A: Atlantic Specialty Insurance Company 27154 Inn OVVZe, Inc. INSURER B: 6720 SW Macadam Ave Suite 150 INSURER C: Portland OR 97219 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570075100765 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 711- 1- - - /YYYY9/29/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE ❑X OCCUR DAMAG O $1,000,000 PREMISES Ea occurrence MED EXP(Any one person) $10,000 PERSONAL B ADV INJURY $1,000,000 I t` GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 0 X POLICY ❑ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 C OTHER. r A AUTOMOBILE LIABILITY 711-01-SS-64-0002 09/29/2018 09/29/2019 COMBINED SINGLE LIMIT Ea accident $1,000,000 ANYAUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Per accident) y AUTOS ONLY AUTOS Ix HIRED AUTOS X NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident 1= Gf A X UMBRELLA LIAB X OCCUR 711-01-55-64-0002 09/29/2018 09/29/2019 EACH OCCURRENCE $5,000,000 U EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION A WORKERS COMPENSATION AND 4060441340002 09/29/2018 09/29/2019 X PER OTH- EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000- DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Fort worth, its employees, officers, officials, agents, and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. A waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the workers' Compensation policies. �S 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. L City Of Fort Worth AUTHORIZED REPRESENTATIVE Attn: jay Chapa Assistant City Manager Texas Street For Fort Worth TX 76102-6314 USA -t�5 "(JO •�—' ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD