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Contract 54526
CSC No.54526 Proposed by: Bill Williams Contact Phone: Contact Email: bwiIliams@accela.com Acce[a Quote ID: 4 Valid Through: 09/30/2020 Currency: USD 2633 Camino Ramon, Suite 500 San Ramon,CA 94583 ORDER FORM Address Information Bill To: Ship To: City of Fort Worth,TX City of Fort Worth,TX IT Solutions IT Solutions 200 Texas Street 200 Texas Street Fort Worth,Texas 76102 Fort Worth,Texas 76102 United States United States Billing Contact:Anabelle Dunn Billing Phone:817-392-8461 Billing Email Address: anabelle.dunn@fortworthtexas.gov Services Services Start Date End Date Term Unit Price Quantity Total Price Year1 (Mths) Accela Fire Civic App-On Prem 10/01/2020 09/30/2021 12 $1,300.00 45.00 $58,500.00 Total $58,500.00 Services Start Date End Date Term Unit Price Quantity Total Price Year 2 (months) Accela Fire Civic App-On Prem 10/01/2021 09/30/2022 12 $1,365.00 45.00 $61,425.00 Total $61,425.00 Services Start Date End Date Term Unit Price Quantity Total Price Year 3 (months) Accela Fire Civic App-On Prem 10/01/2022 09/30/2023 12 $1,433.25 45.00 $64,496.25 Total $64,496.25 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Annual Pricing Summary Fees Total Price 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved Year 1 $58,500.00 Year 2 $61,425.00 Year 3 $64,496.25 Total $184,421.25 Additional Terms 1. No additional or conflicting terms or conditions stated in Customer's order documentation, including purchase orders,will be incorporated into or form any part of this Order Form or the below Software License Agreement,and all such terms or conditions will be null and void. 2. This Order Form is governed by the applicable Accela terms found below in the below Software License Agreement. 3. All Software Licenses,Maintenance,and Subscription purchases are non-cancelable and non-refundable. 4. If this Order Form is executed and/or returned to Accela by Customer after the Order State Date above, Accela may adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the products and provided that the total term length does not change. 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance By: .�'` ` x.,@o�:=o and reporting requirements. Name: Valerie Washington Title: Assistant City Manager L.2�Nl, hlct� Date: By: Leah M.Huff(Sep 21,2 17:09 CDT) Name: Leah Huff Approval Recommended: Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: Name: Kevin Gunn Title: IT Solutions Director By: K��.P �p0�FORT�odd Name: John B.Strong Attest: A o9�oa Title: Assistant City Attorney Pvo 0=4 �p*oo o*� °°°a�nEXASapo� Contract Authorization: YG,r Rdtt4a P. igmzA4,ey M&C: By: or Ronald P.Gonzales(Sep 24,202016:27 CDT) Name: Mary Kayser Title: City Secretary VENDOR: Accela Inc. By: Name: AaronHaggarty Title: CLo Date: Sep 21,2020 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 I t(925)659.3200 I (888)722.2352 I ©2018 Accela,Inc.All rights reserved ACCELA SOFTWARE LICENSE AGREEMENT This Accela Software License Agreement(the"Agreement")is entered into as of the date of the applicable Order,as defined below,that incorporates these terms (the "Effective Date") by and between Accela, Inc. and the entity identified in such Order("Customer"). 1. DEFINITIONS 1.1 "Authorized User" means one named employee (identified by a unique email address), contractor or agent of Customer for whom Customer has purchased a license to the Software and who is authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement. 1.2 "Consulting Services" means packaged or time and materials consulting, review, training or other services (but excluding Software and Support Services)delivered by Accela to Customer pursuant an Order,a current description of the currently available Consulting Services Policy is available at www.accela.com/terms. 1.3 "Customer Data"means the content,materials,and data that Customer,Authorized Users,and External Users enter in conjunction of their use of the Software. Customer Data does not include any component of the Software or material provided by or on behalf of Accela. 1.4 "Documentation" means the then-current technical and functional user documentation made generally available by Accela for Software. 1.5 "External Users" means third party users of the Software that access the public facing interfaces of the Software to submit queries and requests to facilitate communications between such third party and Customer. 1.6 "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights,trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.7 "License Period"means the duration of Customer's authorized use of the Software as designated in the Order,unless terminated earlier as set forth in this Agreement. 1.8 "Order"means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement. 1.9 "Software"means any software and Documentation that Accela uses or makes available as pursuant to an Order. 1.10 "Support Services"means those technical and help services provided by Accela in accordance with the Support Services Policy located at www.accela.com/terms. 1.11 "Support Period" means the period for which Customer has purchased Support Services,asset forth in the applicable Order Form. 1.12 "Third Party Software" means any software supplied to Accela by any party other than Accela included in the Software and may be available without charge for use, modification or distribution. 2. SOFTWARE LICENSE AND PROPRIETARY RIGHTS 2.1 License Grant. Subject to Customers compliance with the terms and conditions of this Agreement,Accela grants to Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right and license to use the Software for internal business purposes only during the License Term and for the quantity of units as designated in the Order Form,to permit:(i)Authorized Users to access and use the internal and administrative interfaces of the Software in accordance with the Documentation to support Customer's internal business purposes and(ii)its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. 2.2 Support Services. During the Support Period,Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially efforts to attain the service levels as specified in the applicable policies. Customer grants Accela a royalty-free, worldwide,transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users. 2.3 Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight(8)hours. 2.4 Restrictions on Use. Except as otherwise expressly provided in this Agreement, Customer shall not and shall not permit others to; (i) use or access the Software and Documentation in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement;(ii)license,sub-license,sell re-sell, rent,lease,transfer,distribute or time share or otherwise make any portion of the Software available for access by third parties except as otherwise expressly provided herein; (iii) use the 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved Software in a way that;(a)violates or infringes upon the rights of a third party;or(b)store or transmit of libelous,tortious, or otherwise unlawful material or malicious code or viruses; (vi) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Software (except to and only to the extent such rights are proscribed by law); (vii) interfere with or disrupt the security, integrity, operation,or performance of the Software;(viii)access,use or provide access or use to the Software or Documentation for the purposes of competitive analysis,the development, provision, or use of a competing software,SaaS or product or any other purpose that is to Accela's detriment or commercial disadvantage,(ix)provide access to the Software to competitors of Accela,(x)access or use components of the Software not licensed by Customer (xi)use or allow the use of,the Software by anyone located in,under the control of,or that is a national or resident of a U.S.embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3); (xi) remove, delete, alter, or obscure any trademarks, Documentation,warranties,or disclaimers,or any copyright,trademark, patent,or other intellectual property or proprietary rights notices from any Software; or (xii) access or use the Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications,or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage. 2.5 Ownership and Proprietary Rights.Accela retains all Intellectual Property Rights,including all rights,title and license to the Software, Support Services, and Consulting Services, any related work product of the foregoing and all derivative works thereof by whomever produced. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right,title,or interest in or to the Software,Support Services and Consulting Services. 2.6 Customer's Responsibilities. Customer will solely responsible for(i) minimum systems requirements as set forth in the Documentation, (ii) for meeting, at a minimum, all industry standard and legal security requirements to prevent unauthorized access to the Software and Customer Data; (iii)Authorized Users' compliance with this Agreement and for any other activity (whether or not authorized by Customer); (iii) the accuracy, quality, integrity and legality of Customer Data and External Users use of the Software interface,and(v)use of the Software,Support and Maintenance and Consulting Services only in accordance with the applicable Documentation,laws and government regulations. 3. PAYMENT TERMS 3.1 Purchases Directly from Accela. Customer will be invoiced for those amounts and at prices set forth in an Order(an "Invoice").All invoices are due and payable net 30 from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff,deduction,debit,or withholding for any reason. Any late payments shall be subject to an additional charge of the lesser of 1.5%per month or the maximum permitted by law. All fees are exclusive of any taxes, levies, duties, withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela. 3.2 Purchases from Authorized Resellers. Where Customer has purchased any products or services through a reseller, subject to these terms,any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions.Accela's sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party. 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved 4. CONFIDENTIALITY.As used herein,"Confidential Information"means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing,that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.However,Confidential Information will not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party, (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party, or(iv)was independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein,and (ii)will limit access to Confidential Information to those of its employees,contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement.The receiving party may disclose Confidential Information if it is compelled by law to do so,provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure(to the extent legally permitted) and reasonable assistance, at the Disclosing Party's request and cost, to contest, limit, or protect the disclosure. S.WARRANTIES AND DISCLAIMERS. 5.1 Accela Software Warranty.Accela warrants that during the first(90)days following the delivery of the Software,the Software shall materially perform in accordance with the applicable Documentation.Customer's sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty,Accela will use commercially reasonable efforts to(a) repair the Software in question;(b)replace the Software in question with that of substantially similar functionality;or,after making all commercially reasonable attempts to do the foregoing(c)terminate the applicable Software license and refund the fees paid for such Software subject to Customer's ceasing all use of and, if requested by Accela, returning to Accela all copies of the Software.If Accela repairs or replaces the Software,the warranty will continue to run from the original delivery date and not from Customer's receipt of the repair or replacement.The remedies set forth in this Section 5.1 are Customer's sole remedies and Accela's sole liability under the limited warranty set forth in this Section 5.The foregoing does not apply and become null and void if Customer breaches any material provision of this Agreement, or if Customer, any Authorized User,or any other person provided access to the Software by Customer or any Authorized User,whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation;(ii) modifies or damages the Software;or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Accela in writing. 5.2 Consulting Services. For ninety(90)days from the applicable delivery,Accela warrants that Consulting Services shall be performed in a professional and workmanlike manner. As Customer's sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing(b) refund the fees paid for the non-compliant Consulting Services. 5.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN,ACCELA MAKES NO ANY WARRANTY OF ANY KIND,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE,AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,SECURITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 5.4 Cannabis-Related Activities. If Customers purchases any Software for use with any cannabis related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis-related business or agent thereof.In addition to the foregoing,Accela only retains Software fees of this Agreement from its Customer for general software services,a state or local government agency,and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services,which may be coordinated and facilitated through the use of the Software.Accela makes no representations,promises,or warranties with respect to the legality, suitability, or otherwise regarding any third-party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties. 6. INDEMNIFICATION.Accela will defend (or at Accela's option, settle) any third-party claim,suit or action brought against Customer to the extent that it is based upon a claim that the Software,,as furnished by Accela hereunder,infringes or misappropriates the Intellectual Property Rights of any third-party, and will pay any costs, damages and reasonable attorneys'fees attributable to such claim that are finally awarded against Customer, provided that Customer provides(a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim,(b) reasonable cooperation to Customer,at Accela's expense,in the defense and/or settlement of 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved such claim and (c)the sole and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion,that such claim may prevail or that the usage of the Accela Software and Services may be joined,Accela may seek to (a) modify the Accela Software and Services such that it will be non-infringing (provided such modification does not materially reduce the functionality or performance of Customer's installed instance), (b) replace the applicable Software and Services so that it is non-fringing that provides substantially similar functionality and performance,or, if the first two options are not commercially practicable, (c)terminate the remainder of the License Term for the Software,and refund any pre-paid,unused fees.Accela will have no liability under this Section 6 to the extent for any claims arising from (i) any combination of the Accela Software and Services with products, services, methods of a third party; (ii) a modification of the Accela Software and Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications(ii)any use of the Accela Software and Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iii) a version of the Accela Software and Services other than the current,fully patched version,provided such updated version would have avoided the infringement;(iv) Customer's breach of this Agreement.THIS SECTION 6 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT. 7. LIMITATION OF LIABILITY EXCEPT AS PROHIBITED BY LAW, ANY LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER'S BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT AS PROHIBITED BY LAW,ANY LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING,OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL,SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS,LOSS OF DATA OR LOSS OF GOODWILL,SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES,WHETHER BASED ON WARRANTY, CONTRACT,TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE,AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. S. THIRD PARTY SERVICES. 8.1. Third Party Services. Customer may choose to obtain a product or service from a third-party that is not directly provided byAccela as a component of the Software("Third Party Services")and this may include third-party products resold by Accela.Accela assumes no responsibility for,and specifically disclaims any liability,warranty or obligation with respect to, any Third-Party Service or the performance of the Software (including Accela's service level commitment) when the Software is used in combination with or integrated with Third-Party Services. 8.2. Embedded Third Party Software.Third Party Software may be embedded in the Accela proprietary Software that is branded as Accela and sublicensed directly to Customer under this Agreement. Other Third-Party Software is provided to Customer subject to Third Party Software license, which are available from Accela at Customer's request. Customer will have no recourse against Accela with respect to the Third-Party Software unless Accela is the stated licensor and then only to the extent expressly provided for in this Agreement. Customer is solely responsible to do whatever is necessary or required by the Third-Party licensor for the licenses and related terms to take effect(e.g.online registration). 9. TERM AND TERMINATION. 9.1. Agreement Term.The terms of this Agreement begins on the Effective Date and will remain in effect until all Licenses (and Maintenance and Support Terms, if applicable) expire or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the 'Term").This Agreement may be renewed at any time by execution of an Order Form referencing this Agreement,and any such renewal will be deemed part of the"Term" hereunder. 9.2. Termination or Suspension for Cause.A party may terminate this Agreement for cause upon thirty(30)days'written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty(30)day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Should Customer terminate this Agreement for cause,Accela will refund a pro-rata portion of unused, pre-paidfees. 9.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, (i) all rights granted to Customer under this Agreement shall terminate, (ii) Customer will immediately stop use of the Software and destroy all 2633 Camino Ramon,Suite 500,San Ramon,CA 94583 1 t(925)659.3200 1 (888)722.2352 1 ©2018 Accela,Inc.All rights reserved copies of the Software within Customer's possession and control; and (iii) each receiving party will return or destroy, at the disclosing party's option, the disclosing party's Confidential Information in the receiving party's possession or control. 9.4. Surviving Provisions. Sections 1 (Definitions), 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 5.3 (Disclaimer), 7(Limitation of Liability), 9.3 (Effect of Termination), 9.4(Surviving Provisions), and 10(General Provisions)will survive any termination or expiration of this Agreement. 10. GENERAL 10.1. Notice. Except as otherwise specified in this Agreement,all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon:(i) personal delivery, (ii)three days after sending registered, return receipt requested, post or(iii)one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement. 10.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 10.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including,but not limited to,export laws and regulations of the United States and other applicable jurisdictions. Further, in connections with the services performed under this Agreement and Customer's use of the Software,the Parties agree to comply with all applicable anti-corruption and anti-bribery laws,statutes,and regulations. 10.4. Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise,without the prior written consent of Accela which shall not be unreasonably withheld.Any attempted assignment or transfer,without such consent,will be null and void.Subject to the foregoing,this Agreement will bind and inure to the benefit of the parties,their respective successors and permitted assigns. 10.5. Publicity.Notwithstanding anything to the contrary,each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement. 10.6. Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.Accela will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela.This Agreement does not create a partnership, franchise,joint venture,agency,fiduciary or similar relationship between the parties.This Agreement, including any attachments hereto as mutually agreed upon by the Parties, constitute the entire agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification,amendment or waiver isto be asserted.Notwithstanding any language to the contrary therein, no additional or conflicting terms or conditions stated in any of Customer's purchase order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. The remainder of this page left intentionally blank. Addendum Page 8 of 18 ADDENDUM TO SOFTWARE LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ACCELA This Addendum to Software License Agreement ("Addendum") is entered into by and between Accela, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Software License Agreement; 2. Order Form; and 3. This Addendum. Notwithstanding any language to the contrary in the Software License Agreement (collectively referred to herein as]the"Agreement"),the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below("Effective Date")and shall expire no later than September 30, 2023 ("Expiration Date"),unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed by mutual agreement by and between the parties, each a"Renewal Term."The City shall provide Vendor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. 2. Termination. a. Reserved. b. Breach. If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may,in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding. 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 the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of OFFICIAL RECORD CITY SECRETARY Addendum Page 9 of 18 FT.WORTH, TX any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the 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 the Agreement up to the effective date of termination. Upon termination of the Agreement, Vendor shall provide City with copies of all completed or partially completed documents prepared exclusively for City under the Agreement. In the event Vendor has received access to City information 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. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void unless required by law. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum Page 10 of 18 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnity. To the extent the Agreement, in any way,requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. IP Indemnification.Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action finally awarded against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to solely control 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 at its own cost and expense to protect the 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 the City for infringement arising under the Agreement, the 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 participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor prompt written notice of any such claim or action,with copies of all papers City may receive relating thereto.If the Deliverable(s),or any part thereof, is held to infringe and the use thereof is 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 as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all unused amounts paid to Vendor by the City. Vendor will have no liability under this Section to the extent any claims arise from (i) any combination of the Deliverable(s) with products, services, methods of a third party; (ii) a modification of the Deliverable(s) that were either implemented by anyone other than Vendor or implemented by Vendor in accordance with City specifications; (iii) any use of the Deliverable(s) in a manner that violates the Agreement or the instructions given to City by Vendor; (iv) a version of the Deliverable(s) other than the current, fully patched version, provided such updated version would have avoided the infringement; or(v)City's breach of the Agreement. THIS SECTION STATES THE ENTIRE OBLIGATION OF VENDOR AND ITS LICENSORS WITH Addendum Page 11 of 18 RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THE AGREEMENT. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws,and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, and finally awarded loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9,Vendor shall have the right to control 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 at its own cost and expense to protect the City's interest, and City agrees to cooperate with Vendor in doing so. City agrees to give Vendor prompt written notice of any such claim or action,with copies of all papers City may receive relating thereto. Vendor will have no liability under this Section to the extent any claims arise from (i) a modification of the Deliverable(s) that were either implemented by anyone other than Vendor or implemented by Vendor in accordance with City specifications; (ii) any use of the Deliverable(s) in a manner that violates the Agreement or the instructions given to City by Vendor; (iii) a version of the Deliverable(s) other than the current, fully patched version,provided such updated version would have avoided the Data Breach; or (iv) City's breach of the Agreement. THIS SECTION STATES THE ENTIRE OBLIGATION OF VENDOR AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL DATA BREACH RELATED TO THE AGREEMENT.All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use,processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party.All Personal Data delivered to Vendor shall be stored Addendum Page 12 of 18 in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 13. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 15. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply Addendum Page 13 of 18 with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 16. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the 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 the 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 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 the Agreement for violations of this provision by Vendor. 17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 18. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent financial books,documents,papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 19. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CITY TO VENDOR HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, Addendum Page 14 of 18 PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL,EXEMPLARY OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE,AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Addendum Page 15 of 18 NETWORK ACCESS AGREEMENT This Network Access Agreement("Agreement")is made and entered into by and between the City of Fort Worth("City"),a home rule municipal corporation organized under the laws of the State of Texas,and Accela,Inc., a California corporation("Vendor"). 1. The Network.The City owns and operates a computing environment and network(collectively the "Network"). Vendor wishes to access the City's network in order to provide Subscription Services. In order to provide the necessary support,Vendor needs access to email,internet and intranet. (the"Services"). 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing the Services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then,this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. ("PSK#") X Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK#. If there is no Contract or PSK#,this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. S. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords.Vendor acknowledges,agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided Addendum Page 16 of 18 by the City from all computing equipment used and owned by the Vendor,its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES CAUSED SOLELY BY VENDOR THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED SOLELY BY THE GROSSLY NEGLIGENT ACT(S)OR OMISSION(S)OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS,AGENTS,SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT SOLELY OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CITY TO VENDOR HEREUNDER IN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OFTHE POSSIBILITY OF SUCH DAMAGE,AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.THIS SECTION STATES THE ENTIRE OBLIGATION OFVENDORAND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL DAMAGES RELATED TO THIS AGREEMENT. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City.Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms,and until the expiration of three(3)years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent financial books,data,documents,papers and records,both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided Addendum Page 17 of 18 adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. 11. Agreement Cumulative.This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor.This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. 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. 1s. Force Majeure. Each party shall exercise commercially reasonable efforts to meet its 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 (force majeure), 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. 16. 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 on the basis of 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. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Addendum Page 18 of 18