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HomeMy WebLinkAboutContract 56079 CSC No.56079 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between PureTech Systems, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—GSA CONTRACT#: 47QTCA21DO09V(e.g.,NJPA, DIR, BuyBoard); and 4. Exhibit C—Conflict of Interest Questionnaire. 5. Exhibit D -Network Access Agreement 6. Exhibit E -PureTech Systems, Inc. End User License Agreement Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed forty-seven thousand, ninety-six Dollars ($47,096.00). Vendor shall not provide any additional items or 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. The term of this Agreement shall be for one year beginning on the date signed by the Assistant City Manager and ending on May 19, 2022. City shall be able to renew this agreement for four one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, 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 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. 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: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth PureTech Systems, Inc. Attn: Dana Burghdoff, Assistant City Manager Attn: Larry Bowe 200 Texas Street 2038 West Lone Cactus Drive Fort Worth, TX 76102-6314 Phoenix, AZ 85027 Facsimile: (817) 392-8654 Facsimile: N/A With copy to Fort Worth City Attorney's Office at same address 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 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 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 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 fully participate and cooperate with the 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, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. 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 amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 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,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. 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 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. [Signature Page Follows] The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person Dana BuruhdaFF By: o°°°a and4r u, 07I1928CDT) responsible for the monitoring and administration Name: Dana Burghdoff of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Jul 23,2021 APPROVAL RECOMMENDED: By: R,h�.d'�)J°[Zq 2411119 CUT) Name: Richard Lisenbee Title: Sr. IT Manager,Water Department Cfivi�Evn�tfa��7e� By: Ch n°Phe °de 1 u11 202115:56CDT) APPROVED AS TO FORM AND LEGALITY: Name: Christopher Harder Title: Director,Water Department ,dpbR�� a oR a � ATTEST: o 0-0 '°�l►p� By: ��o 0 Name: Taylor Paris 0 Avg o2A Title: Assistant City Attorney �Dl1Gl C�Dl1l ��f 0 0 �d 00 Fy B R—ldP.G.—[,(Ju126,202107:41 CDT) '� 00000000 CONTRACT AUTHORIZATION: y Name: Ronald Gonzales a���EXASoA M&C: N/A Title: Acting City Secretary VENDOR: PURETECH SYSTEMS,INC. By: /Wy g&—� Name: Larry Bowe,Jr. Title: President Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A PureTech Systems GSA Pricing Annual Software Maintenance from 2/19/2021 to 2/18/2022 Qty Part Description GSA MSRP GSA MSRP Number Unit Unit Total Total 1 PureActiv- PureActiv Annual $3,650 $4,529 $3,650 $4,529 SWM Software Maintenance -Lakeworth Dam 1 PureActiv- PureActiv Annual $10,462 $12,980 $10,462 $12,980 SWM Software Maintenance -Holly 1 PureActiv- PureActiv Annual $11,740 $14,566 $11,740 $14,566 SWM Software Maintenance -Westside Subtotal for $25,852 $32,075 SWM Qty Part Description GSA MSRP GSA MSRP Number Unit Unit Total Total 5 PTS-PS Commissioning, $1,860 $2,308 $9,301 $11,540 system design, and configuration [per day] (Fixed Price). 1 PTS- User training Class. (up $1,860 $2,308 $1,860 $2,308 Training- to 6 users) 2 hours U Travel not included 1 PTS- Administrative $6,200 $7,692 $6,200 $7,692 Training- Training Class (up to 4 A admins) 2- days Travel not included 1 PTS- On-site Travel $1,860 $2,308 $1,860 $2,308 TRIPS Trip Charge (each trip - continental U.S.) PTS- On-site Per Day Travel TVRLD Expense Charge 5 (includes lodging, $406 $502 $2,023 $2,510 meals, transportation, incidentals). Subtotal for Services $219244 $26,358 and Travel Total for Annual Software Maintenance and additional professional services and related travel at assumed GSA pricing: $47,096 EXHIBIT B PURETECH SYSTEMS, INC. GSA CONTRACT CONTRACT #: 47QTCA21D009V https://www.gsaelibrary.gsa.gov/ElibMain/home.dohttp:/www.gsaelibrary.gsa.gov/ElibMai n/contractorInfo.do?contractNumber=47QTCA21D009V&contractorName=PURETECH+ SYSTEMS+INC.&executeQuery=YES EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. PureTech Systems, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4j Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. N/A 6 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 OocuSigned by: P �'M'� "'e 7/16/2021 Sign r doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 EXHIBIT D NETWORK ACCESS AGREEMENT 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 licensing, maintenance, support, training, and professional services. In order to provide the necessary support,Vendor needs access to the Water Department network("Access"). 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 licensing, maintenance, support, training, and professional 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. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. 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 and/or termination of this Network Access Agreement. 5. 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 Network Access 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 Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement and the Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at law or in equity. 5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor.Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided 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. 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 �a,� hdoff of this contract, including ensuring all By: Dznzau 75L a u 23,202119o28CDT) performance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager J u 123,2021 Date: B — y: Richard Lisenhee(Jul 20,202112:29 CDT) Name: Richard Lisenbee APPROVAL RECOMMENDED: Title: Senior IT Manager,Water Department APPROVED AS TO FORM AND LEGALITY: GG�r�trrhG�t[��7e;^ By: opher arder(Ju123,20211556 CDT) Name: Christopher Harder Title: Director,Water Department By: Name: Taylor Paris ATTEST: Title: Assistant City Attorney �D�ralG(�GD�rzaG�f CONTRACT AUTHORIZATION: By: R—[dP.G.—[e s(Ju126,202107:41 CDT) M&C: N/A Name: Ronald Gonzales Date Approved: Title: Acting City Secretary VENDOR: PURETECH SYSTEMS,INC. By: /W y 4&4 Name: Larry Bowe Title: President Date: Jul 20,2021 EXHIBIT E PURETECH SYSTEMS,INC. END USER SOFTWARE LICENSE AGREEMENT X PURETECH Systems Inc. -End User Software License Agreement This End User Software License Agreement ("License Agreement") is dated as of the 9t'day of February, 2021 between PureTech Systems Inc., an Arizona Company, its suppliers and licensors (collectively ("PURETECH") and the City of Fort Worth, a municipal corporation("LICENSEE") RECITALS LICENSEE has contracted with PURETECH for the purchase of advanced security and monitoring systems(the"Systems")pursuant to a Purchase Agreement dated as of February 9,2021(the"Purchase Agreement"). The Systems rely on certain proprietary and non-proprietary software(the"Software")of PureTech Systems Inc.As a condition of the purchase and servicing of the Systems and of the Purchase Agreement,LICENSEE and PURETECH desire to enter into this Agreement. 1.GRANT OF LICENSE.PURETECH hereby grants to LICENSEE,as of the date of purchase,a non-exclusive license to use the Software and any related documentation("Documentation")subject to the following terms: 1.1 LICENSEE may use the Software only in connection with the operation with the System, and only on the Equipment purchased pursuant to the Purchase Agreement. 1.2 LICENSEE may copy the Software for back-up and archival purposes,provided any copy must contain all of the original Software's proprietary notices. 2.LICENSE RESTRICTIONS. 2.1 LICENSEE may not: (i)permit other individuals to use the Software except under the terms listed above; (ii)modify, translate,reverse engineer,decompile,disassemble(except to the extent that this restriction is expressly prohibited by law)or create derivative works based upon the Software or Documentation;(iii)copy the Software or Documentation(except for back-up or archival purposes);(iv) rent, lease,transfer, or otherwise transfer rights to the Software or Documentation; or(v) remove any proprietary notices or labels on the Software or Documentation.Any such forbidden use shall immediately terminate LICENSEE's license to the Software. 2.2 LICENSEE agree that LICENSEE shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which LICENSEE use the Software and Documentation, including, but not limited to, applicable restrictions concerning privacy,copyright and other intellectual property rights. 2.3 PURETECH has no obligation to provide any support, maintenance, updates, upgrades, bug fixes, enhancements, corrections, or modifications under this Agreement. Any of the foregoing are subject to execution by the parties of a separate Software Maintenance Agreement and LICENSEE'S payment of applicable fees. 3.TITLE Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in PURETECH and/or its suppliers.The Software is protected by the copyright laws of the United States and international copyright treaties.Title,ownership rights and intellectual property rights in and to the content accessed through the Software including the content contained in the Software media demonstration files shall be retained by the applicable content owner and may be protected by applicable copyright or other law.This license gives LICENSEE no rights to such content. Any data generated and/or stored"Generated Data"by the system shall be the property of the LICENSEE.LICENSEE grants to PURETECH a perpetual and fully paid for license to the Generated Data to be used solely for the purpose of improving the performance of the Software. 4.WARRANTIES&LIABILITIES 4.1 Provided LICENSEE enters into and maintains in effect a Software Maintenance Agreement,PURETECH warrants that for the term of the Software Maintenance Agreement and any subsequent renewal of the Software Maintenance Agreement(the"Warranty Period"),provided that LICENSEE operates the Systems in accordance with the License granted hereby and in accordance with the instructions and restrictions applicable to the Systems,the Software, if operated as directed,will reasonably achieve the functionality described in the Documentation.PURETECH does not warrant however that LICENSEE's use of the Software will be uninterrupted or that the operation of the Software will be error-free.If LICENSEE finds that any Software or Documentation is defective during the Warranty Period,LICENSEE may contact PureTech regarding its repair or replacement.PureTech will be entitled to determine at its discretion whether to replace or repair the Software or Documentation.LICENSEE agrees that this procedure provided in this Section for repair or replacement of defective Software and Documentation will be LICENSEE'S sole and exclusive remedy for any claim relating to any alleged defect or nonconformity in the Software or Documentation 4.2 NO OTHER WARRANTIES.EXCEPT DURING ANY APPLICABLE WARRANTY PERIOD AS DEFINED ABOVE, ALL SOFTWARE IS PROVIDED"AS IS","WHERE IS",AND"WITH ALL FAULTS".TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW PURETECH AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS AND ANY 1 of 3 Rev 11 X PURETECH Systems Inc. -End User Software License Agreement ACCOMPANYING HARDWARE. PURETECH PROVIDES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SOFTWARE WILL MEET LICENSEE'S NEEDS OR RESULT IN THE DETECTION OR APPREHENSION OF ANY PARTICULAR THREAT. AS A RESULT,PURETECH DOES NOT WARRANT,REPRESENT, OR GUARANTEE THAT USE OF THE SOFTWARE WILL PREVENT ANY PHYSICAL INJURY,PROPERTY DAMAGE,OR LOSS OF LIFE.FURTHERMORE,IT IS POSSIBLE THAT AN ERROR,MALFUNCTION,BUG,OR OTHER SOFTWARE FAILURE MAY RESULT IN A MALFUNCTION OF THE SYSTEM,WHICH COULD CAUSE PHYSICAL INJURY. PURETECH DOES NOT GUARANTEE THAT THE SOFTWARE IS FREE OF ALL SUCH ERRORS, MALFUNCTIONS, BUGS, OR OTHER ISSUES THAT COULD CAUSE SUCH FAILURE. IT IS SOLELY LICENSEE'S RESPONSIBILITY, LIABILITY AND OBLIGATION TO ENSURE PROPER USE OF THE SOFTWARE AND RELIANCE ON PROFESSIONAL JUDGMENT AND OTHER SAFETY MEASURES TO MINIMIZE THE RISK OF SUCH PHYSICAL INJURY, PROPERTY DAMAGE AND LOSS OF LIFE AND LICENSEE EXPRESSLY ASSUMES SUCHRISK. 4.3 If any modifications are made to the Software by LICENSEE during the Warranty Period,if the Software or the Systems are subjected to accident,abuse or improper use,or if LICENSEE violates the terms of this License Agreement,this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the Documentation. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS;LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATFJJURISDICTION TO STATFJJURISDICTION. LIMITATION OF LIABILITY.UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL PURETECH OR ITS SUPPLIERS OR LICENSEES BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT,PUNITIVE,EXEMPLARY,SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER DAMAGES OR LOSSES EVEN IF PURETECH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY OR SUCH DAMAGE IS OTHERWISE FORESSABLE. FURTHER, IN NO EVENT SHALL PURETECH'S LIABILITY, INCLUDING DAMAGES FOR NONECONOMIC DAMAGES,WHETHER IN TORT,CONTRACT,OR OTHERWISE UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO PURETECH FOR THE SOFTWARE AND DOCUMENTATION.REGARDLESS,IN NO EVENT WILL ANY ERROR, MALFUNCTION, BUG OR OTHER SOFTWARE FAILURE IN ANY CAPACITY RESULT IN A TORT CLAIM AGAINST PURETECH, WHETHER ARISING IN NEGLIGENCE OR STRICT LIABILITY, SUCH THAT LICENSEE WAIVES ANY AND ALL TORT CLAIMS AGAINST PURETECH TO THE EXTENT ARISING FROM LICENSEE'S ACQUISITION,USE OR RELIANCE ON THE SOFTWARE. 5.EXPORT RESTRICTIONS LICENSEE shall adhere to all applicable U.S.,European,and other export laws,including but not limited to the U.S.Export Administration Regulations('EAR')(15 C.F.R.Sections 730-774),and E.U.Council Regulation(EC)No 428/2009 of 5 May 2009.Further,pursuant to Section 740.6 of the EAR,LICENSEE hereby certifies that,except pursuant to a license granted by the United States Department of Commerce Bureau of Industry and Security or as otherwise permitted pursuant to a License Exception under the U.S.Export Administration Regulations('EAR'), LICENSEE will not(1)export,re-export or release to a national of a country in Country Groups D:1,E:1 or E:2 any restricted technology, software,or source code it receives from PURETECH,or(2)export to Country Groups 13:1,E:1 or E:2 the direct product of such technology or software,if such foreign produced direct product is subject to national security controls as identified on the Commerce Control List(currently found in Supplement Ito Part 774 of EAR). For the most current Country Group listings,or for additional information about the EAR or LICENSEE's obligations under those regulations,please refer to the U.S.Bureau of Industry and Security's website at http://www.bis.doc.gov/. 6.INDEMNIFICATION This Software is intended for use only with the Systems. It is LICENSEE's responsibility to use the System responsibly and in accordance with applicable law.LICENSEE agrees to indemnify and hold PURETECH harmless from and against any and all claims,demands, damages,fines,suits,proceedings or obligations of any kind,by or on behalf of any person or entity,arising from(a)the use or operation of the System,(b)LICENSEE's failure to comply with any provision of this Agreement,or(c)LICENSEE's violation of any law of any nation, state or local authority,or of any court or agency order or ruling. 7.TERMINATION This License Agreement will automatically terminate if LICENSEE fails to comply with any term hereof.No notice shall be required from PURETECH to effect such termination.LICENSEE may also terminate this License Agreement at any time by notifying PURETECH in writing of termination.Upon any termination of this License Agreement,LICENSEE shall immediately discontinue use of the Software and shall within three(3)days return to PURETECH,or certify destruction of,all full or partial copies of the Software,documentation and related materials provided by PURETECH.LICENSEE's obligation to pay accrued charges and fees shall survive any termination of this License Agreement. 2 of 3 Rev 11 X PURETECH Systems Inc. -End User Software License Agreement 8.NO ASSIGNMENT This Agreement is personal to LICENSEE,and may not be assigned without PURETECH's express written consent.In the event that LICENSEE are an entity that merges with another entity or are acquired by another entity during the Term,LICENSEE shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made.If PURETECH does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition,PURETECH may terminate this Agreement on thirty(30)days'written notice.Both parties shall perform under this Agreement until such termination is effective. 9.GOVERNMENT RESTRICTURED RIGHTS NOTICE 52.227-15 FEDERAL ACQUISITION REGULATION If LICENCEE is a U.S.Government Entity,the following shall apply: (a)This computer software is submitted with restricted rights under all Government Contracts.It may not be used,reproduced,or disclosed by the Government except as provided in paragraph(b)of this notice and as otherwise expressly stated in the contract.(b)This computer software may be(1)Used or copied for use with the computer(s)for which it was acquired,including use at any Government installation to which the computer(s)may be transferred;(2)Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;(3)Reproduced for safekeeping(archives)or backup purposes;(4)Modified,adapted,or combined with other computer software,provided that the modified,adapted,or combined portions of the derivative software incorporating any of the delivered,restricted computer software shall be subject to the same restricted rights;(5)Disclosed to and reproduced for use by support service Contractors or their subcontractors(additional license fees may apply)in accordance with paragraphs(b)(1)through(4)of this notice;and(6)Used or copied for use with a replacement computer.(c)Notwithstanding the foregoing,this computer software is copyrighted computer software,it is licensed to the Government with the minimum rights set forth in paragraph(b)of this notice.(d)Any other rights or limitations regarding the use,duplication,or disclosure of this computer software are expressly stated in,or incorporated in,the contract and this End User Software License Agreement.(e)This notice shall be marked on any reproduction of this computer software,in whole or in part. 10.MISCELLANEOUS This License Agreement shall constitute the complete and exclusive agreement between LICENSEE and PURETECH with respect to the license granted herein,notwithstanding any variance with any purchase order or other written instrument submitted by LICENSEE,whether or not formally rejected by PURETECH or any PURETECH reseller. The use by LICENSEE of the System is expressly made conditional on LICENSEE's consent to the terms set forth herein.The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by LICENSEE and an authorized representative of PURETECH.If any provision of this License Agreement is held to be unenforceable for any reason,such provision shall be reformed only to the extent necessary to make it enforceable,and such decision shall not affect the enforceability of such provision under other circumstances,or of the remaining provisions hereof under all circumstances.This License Agreement shall be governed by the laws of the State of Arizona,without regard to conflicts of law provisions,and LICENSEE hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Arizona.Any and all unresolved disputes relating in any way to,or arising out of,the Software,LICENSEE's use of the Software or this License Agreement shall be submitted to arbitration in the State of Arizona; except that,to the extent that LICENSEE have breached or have indicated LICENSEE's intention to breach this License Agreement in any manner which violates or may violate PURETECH's intellectual property rights,or may cause continuing or irreparable harm to PURETECH(including,but not limited to,any breach that may impact PURETECH's intellectual property rights,or a breach by reverse engineering),PURETECH may seek injunctive relief,or any other appropriate relief,in any court of competent jurisdiction.Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. Dated as of this 23 day of°Y,20 12 CITY OF FORT WORTH 'gana Bu�cihd%ff By: Dana Burghdoff(Sul 23,2021 19:28 CDT) Name:Dana Burghdoff Title:Assistant City Manager 3of3 Rev 11