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MASTER SOLUTION AGREEMENT IN MART"AN YOUR SUCCESS. OUR PASSION. City of Clearwater 6/18/2414 0 go fed v - e 00 00 e is of A QUOTATION 2014-27541 Quotation is valid through:6/3012014 CUSTOM CONTACT INFORMATION: City of Clearwater Daniel Mayer P.O. Box 4748 Clearwater,FL 33758 QUOTE!NFORMATION Payment Terms: Net 30 M&S Billing Frequency:Annually PROPOSAL NOTES QuoTE DETAILS Product License Qty Maintenance Maintenance Price Subscription Metric Start Date End Date 1 Ross-Term License Fee fixed 07101/2014 06130/2015 USD 92,763.30 USD 92,763,30 Software Total=USD 92,763.30 Annual Subscription Total=USD 92,763.30 Prorated Subscription Total=USD 92,763.301 ex Quote Total=USl7 92,763.30 ji;11!0: INO T E S 1. Applicable taxes not included 2. Aptean has a No Refund policy 3. DO NOT PAY FROM THIS QUOTATION To request an invoice for this quote, please contact: 2014-29416 2 Account Manager:Dan Dufault Billing Entity:Aptean, Inc. Phone: Email: Dan.Dufautt @aptean.com 2014-29416 3 CUSTOMER ORDER FORM This Customer Order Fonn, with an Order Date of Juno--2>02014. is hereby incorporated into the Master Solution Agreement (the "Agreement") dated June�30. 2014 between Aptnan. Inc. (''ApVean') and Qh/ of C|omnvatnr ("Customer"). Apteon will provide Customer with the following solution pursuant to the 8anarn| Terms and Conditions and Exhibits of the Agreement,all of which are incorporated herein byreference: Sales Person:Dan Dufault Order Date: Customer Contact: Purchase Order: Primary Contact Information Billing Information Name: Name: Daniel Mayer Title: Title: Address: Address: P.O.Box 4748 Clearwater, FL 33758 Phone: Phone: Fax: Fax: Email: Email: I Business Terms: Invoicing and Payment Terms: Aptean will invoice Customer upon execution of this Agreement for the License Fees, the Maintenance Fees for the Initial Maintenance Term as stated be|uw, and the HuaUnO Fees, if ony, for the first month for the applicable Hosting Term as a\otod he|nvv. Thereafter, Maintenance Fees will be invoiced on an annual basis in accordance with the terms and conditions as set forth in the Agreement; and unless otherwise stated ba|ow, any applicable Hosting Fees will be invoiced on a prorated monthly basin for each Hosting Term as set forth below. All invoices are due and payable in accordance with the terms and conditions of the Agreement;or any addendum modifying such. Software Subscription Fees for Initial/Additional Users: License Metric Qty Ross-Term License Fee fixed 1 Total USD 92,763.30 Subscription Services: 4 Software Subscrption Fees for Initial/Additional Users: License Metric City Type of Subscription Services: Ross-Standard Subscription Start Date 7/01/2014 Deal Term(in Months) 12 Subscription Fees for Year 1 of Initial Subscription Term USD 02,763.30 5 ORDER FORM SIGNATURE PAGE City of Clearwater, Florida Aptean, Inc. William B. Horne II Authorize gnature City Manager Printed Name Printed Name /)IwCA. :Ir Title: Title: Q 30, -),G q Date: Date Approve as to form: �X -�u-yt Assistant City Attorney Attest: �N A T Oaf c Rosemarie Call �'rrq#LISHEO�q�y City Clerk MASTER SOLUTION AGREEMENT Term License This Master Solution Agreement is entered into by and between City of Clearwater,located at P.O.Box 4748,Clearwater, Florida 33758 ("Customer"), and Aptean, Inc., located at 1155 Perimeter Center West,Atlanta, GA 30338 ("Aptean," and together with Customer, collectively, the "Parties"), This Master Solution Agreement consists of the General Terms and Conditions and the Professional Services Terms attached hereto(together with all amendments hereto,Statements of Work and Order Forms issued hereunder from time to time,collectively,this"Agreement"). IN WITNESS WHEREOF,the Parties have executed this Agreement effective as of the last date entered in the signature blocks below(the"Effective Date"). City of Clearwater,Florida Aptean,Inc. By V�� � �.t� , V��� � By William B.Horne 11 Authorized nature City Manager / Date eT Printed Name Title Date Approved as to form: U Assistant City Attorney A Attest: • Rosemarie Call 1h City Clerk E'�lgBlISHE��q Master Solution Agreement(Aptean)Q 1 PROPRIETARY&CONFIDENTIAL GENERAL TERMS AND CONDITIONS makes available to its customers as part of Maintenance 1. Definitions. Capitalized terms shall be defined as set Services. forth below or elsewhere in this Agreement. (i) "Maintenance Services" means the maintenance and (a) "Affiliate" means any entity directly or indirectly support services to be provided to Customer by Aptean, controlling,controlled by or under common control by as further described on the customer portal. another entity. For purposes of this definition,"control" means the possession, directly or indirectly, of the (j) "Maintenance Term" means the term during which power to direct or cause the direction of the Maintenance Services will be provided as set forth in management and policies of another entity, whether the Order Form. through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and (k) "Order Form"means Aptean's order form signed by the "controlled"have meanings correlative to the foregoing. Parties whereby Aptean agrees to supply certain Software licenses and/or Maintenance Services (b) "Aptean Products and Services" means Software, pursuant to the terms and conditions of this Agreement. (including Initial License Configuration), Professional Services, Service Deliverables, Maintenance Services, (1) "Professional Services"is as defined in Section 4(c). training services and other services provided by Aptean under this Agreement. (m) "Professional Services Terms" is as defined in Section 4c. (c) "Mean Related Parties"means,collectively,Aptean,its Affiliates, and their respective members, shareholders, (n) "Service Deliverables" means the items to be delivered partners, owners, officers, directors, employees, to Customer in connection with services Aptean licensors,agents and representatives. performs pursuant to a Statement of Work,which does not include the Software. (d) "Customer Materials' means any data or materials, provided by Customer,that are used in connection with (o) "Software" means those components of proprietary the Software or Service Deliverables, such as technical Aptean software and Third Party Software,if any,as set information and functional specifications, user data, forth in an Order Form, together with Maintenance logos, photographs, compilations of facts, artwork, Releases that are provided in connection with such animations,video or audio files,or source materials for software and updated versions of such software any of the foregoing. otherwise purchased separately by Customer. (e) "Initial license Configuration" means Customer's (p) "Statement of Work" is as defined in the Professional License Configuration as of the Effective Date and set Services Terms. forth in the Order Form. (q) "Third Party Software"means certain software supplied (f) "Intellectual Property Rj4hts" means copyrights, by third parties that Aptean,provides access to as part of trademarks, service marks, patents, trade secrets, and the Software. other related proprietary or statutory rights that have been or subsequently exist pursuant to ail applicable (r) "tJszr" means any individual accessing or using the statutes, laws, regulations, treaties or common law in Software, any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed 2. Delivery of Software. or recorded. Unless otherwise set forth in an Order Form, Aptean will (g) "License Configuration" means the particular electronically via the Internet deliver to Customer the Software components, optional modules and languages of the that Customer licenses under this Agreement. The Software will Software licensed hereunder, the license type and any be deemed accepted by Customer immediately upon such of the following: (i) the number of Users licensed to electronic delivery of the Software to Customer. Notwithstanding access or use each such component or module of the the foregoing,in the event the Software,including any Third Party Software pursuant to this Agreement;(ii)the number of Software, is physically shipped, the Parties hereby agree that transactions permitted under this Agreement; (iii) the delivery of such Software shall be F.O.B. shipping point. number of servers permitted to run the Software;or(iv) Customer's acceptance of the Software is as delivered, with no the number of databases available to the Customer. expectation that Aptean would customize or modify the Software for the Customer's specific business requirements unless agreed (h) "Maintenance Releases" means Software updates or to in writing by the Parties under a Statement of Work. version releases, including bug fixes, maintenance, support, modifications, additions and enhancements 3. Software Licenses. developed after the Effective Date that Aptean generally Master Solution Agreement(Aptean)v2 -2- PROPRIETARY&CONFIDENTIAL (a) License Grant. Aptean hereby grants to algorithms, or permit any such actions; (iv) sell, distribute, lend, Customer,subject to the terms and conditions of this Agreement, sublicense, rent or lease all or any portion of the Software or a personal, limited, non-exclusive, non-transferable, non- Service Deliverables; (v) use the Software or Service Deliverables assignable license, without right of sublicense, to (i) install the on a service bureau or time-share basis or as an application Software and Service Deliverables in machine-readable object service provider; (vi) host,virtualize or otherwise provide access code format on a certain number of servers owned or leased by to or enable use of the Software or Service Deliverables by any Customer and maintained for access solely by the Customer, and individual(s) not permitted to use the Software pursuant to this (ii) permit the Software to be accessed or used solely for Agreement; (vii)disclose the results of any benchmarking of the Customer's internal business purposes by no more than the Software or Service Deliverables (whether or not obtained with number of Users permitted in an Order Form and any subsequent Aptean's assistance) to third parties; (viii) use the Software or License Configuration as purchased in the applicable Order Form Service Deliverables to develop or enhance any product that (the "License"). Customer may make one copy of the Software competes, directly or indirectly, in Aptean's determination, with solely for archival and back up purposes, provided executable the Software or Service Deliverables; (ix)remove the copyright, copies of the Software may be used for development and testing trademark, or any other proprietary rights or notices included purposes only. The License is hereby granted for each License within the Software or Service Deliverables or on and in the Period to the extent Customer has paid the related License Fee in documentation and training materials;(x)use the Software in any accordance with this Agreement,unless otherwise terminated way that would infringe any Intellectual Property Right of third pursuant to Section 10. "License Period" means the term license parties; or (xi) use the Software or Service Deliverables in a period as described in an Order Form or an amendment hereto. manner that would violate any law applicable to Customer or "License Fee"means the term license fee as described in an Order Aptean. Form or an amendment hereto. For the avoidance of doubt, unless otherwise set forth on the applicable Order Form, the 4. Maintenance and Other Services. License is granted solely to the Customer and not to any of its Affiliates. (a) Customer Maintenance. During the Maintenance Term, Aptean will provide Customer with (b) Authorization. Customer warrants that it is Maintenance Services for the Software. After the Maintenance authorized to bind, and by virtue of its execution hereof, binds Term, Maintenance Services shall automatically renew annually Users to the terms and conditions of this Agreement as if the for a one-year term,unless either Party provides the other Party Users were the Customer.Users hereby assume all of Customer's with at least sixty (60) days advance written notice prior to the obligations under this Agreement. Customer shall indemnify, expiration of the then-current Maintenance Term that such Party defend, and hold harmless Aptean Related Parties from and desires not to renew.Aptean shall invoice Customer on an annual against any damages sustained by Aptean due to the breach of basis for each annual renewal period even if the Customer has the foregoing warranty by Customer, Customer shall guarantee locked-in Maintenance Services for a period longer than one year. that all Users will assume and abide by all of Customer's Fees for all renewal periods for Maintenance Services will be due obligations under this Agreement. To the extent applicable, within fifteen (15) days prior to the beginning of the new Customer is responsible for acquiring all third party software Maintenance Term. Aptean reserves the right to increase the fee (excluding the Third Party Software) and hardware products for Maintenance Services on an annual basis at then-current required for the operation of the Software. prevailing rates upon at least ninety (90) days advance written notice of such increase to Customer. Aptean's obligation to (c) Management of License. Use of the Software provide Maintenance Services for Third Party Software is limited is limited for production purposes to the operating system and to using commercially reasonable efforts to obtain Maintenance database specified on an Order Form. Customer's access to the Releases from its third party suppliers. Software is limited to the number and type(s)of Users for which each such product is licensed as specified in the Order Form and In the event Customer cancels Maintenance Services at shall be used in accordance with the applicable terms for each any time prior to the end of the Maintenance Term set forth in license type attached hereto and set forth in Schedule 1. the Order Form, Customer agrees to immediately pay the outstanding maintenance fees that Aptean would have received (d) Additional Software. Customer may elect to for the entire Maintenance Term, less any maintenance fees license additional Software components, optional modules or previously paid by Customer for the aforementioned period. The languages, additional transactions, or add Users as agreed to by Parties agree that this payment is to be considered liquidated Aptean in a written amendment or an Order Form signed by both damages, and not a penalty, and the Parties agree that this Parties. amount is a fair and reasonable estimation of Aptean's damages in the event Customer breaches Customer's obligation to (e} Restrictions on Use. Customer may riot: (i) maintain Maintenance Services through the end of the agreed use,copy,modify,translate,merge or create derivative works of upon Maintenance Term. the Software, Service Deliverables, documentation or training materials except as expressly provided in this Agreement; (ii) (b) Provision of Maintenance. Customer agrees disable or circumvent any licensing control feature in the that Maintenance Services shall be provided only by Aptean, its Software or Service Deliverables; (iii) reverse-engineer, Affiliates or third parties authorized in writing by Aptean('"third disassemble,or decompile the Software or Service Deliverables or Party Servicers"). otherwise attempt to access or determine its underlying source code, underlying ideas, underlying user interface techniques or (c) Professional Services. Aptean will provide Master Solution Agreement(Aptean)Q -3- PROPRIETARY&CONFIDENTIAL Customer certain professional services ("Professional Services") that comes with the Initial License Configuration. Customer must in accordance with this Agreement, including the Professional report any breach of the foregoing warranty to Aptean in writing Services Terms attached hereto as Fxhibit A ("Professional pursuant to Section I2(f) within the Software Warranty Period. Services Terms")and the applicable Statement of Work. Customer's exclusive remedy for a breach of this warranty is the correction of any material reproducible nonconformity in the 5. Payment Terms. Software licensed under the initial License Configuration so that it conforms to this warranty. Use of the Software in a manner set Unless otherwise set forth in an Order Form, all payments forth in Section 8(b)will immediately void the limited warranty (including fees for Initial License Configuration and fees for offered under this Section 7(b). Notwithstanding anything in this Maintenance Services) are due within thirty (30) days of the Agreement to the contrary, Aptean does not warrant the Third invoice date. All such payments are non-refundable. The license Party Software, but Aptean will use commercially reasonable is subject to timely payment of all fees due under this Agreement. efforts to pass on to Customer the benefits of any warranties Payment terms in this Agreement are subject to credit approval in Aptean has received from the Third Party Software vendors. Aptean's reasonable discretion and may be changed based on Customer acknowledges and agrees that any warranties applying Customer's financial position or payment history. Customer to the Third Party Software, if any, are made solely by the third agrees to pay a finance charge equal to the lesser of one and a party owner of such Third Party Software and are limited to those half percent(1.595)per month or the maximum rate permitted by offered by the applicable end user agreement that accompanies law on all past due amounts. Customer shall reimburse Aptean the Third Party Software or is otherwise published by the third for any of Aptean's reasonable costs of collecting past due party supplier,which governs the use of or access by Customer to amounts.All prices and payments in this Agreement are exclusive the applicable Third Party Software. of all taxes, and Customer agrees to pay all national, state and local sales, use, value-added, withholding and other taxes, (c) Warranty Disclaimer. THE LIMITED customs duties and similar tariffs and fees based on the Software, WARRANTY EXPRESSLY SET FORTH IN SECTION 7(b)CONSTITUTES and other services provided hereunder,other than taxes imposed THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY APTEAN WITH on Aptean's net income. At Aptean's request, Customer shall RESPECT TO THE APTEAN PRODUCTS AND SERVICES. EXCEPT FOR furnish Aptean proof of payment of such taxes. Fees are not THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION_71b.), subject to set-off or reduction by Customer without Aptean's APTEAN PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND prior written consent. APTEAN EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (INCLUDING THOSE BY 6. ownership and Copyright. APTEAN'S SUPPLIERS), INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, (a) Software and Service Deliverables. All right, NON-INFRINGEMENT OR QUIET ENJOYMENT, AS WELL AS ANY title and interest(including all Intellectual Property Rights)in and WARRANTIES THAT THE APTEAN PRODUCTS AND SERVICES WILL to the Software,Service Deliverables,documentation and training BE FREE OF INTERRUPTIONS OR ERRORS, APTEAN SHALL NOT BE materials Aptean provides are owned by Aptean or its suppliers, LIABLE FOR UNAUTHORIZED ACCESS TO APTEAN'S OR as applicable, and are protected by intellectual property laws, CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES including copyright,patent,trademark,and/or trade secret laws. EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, Any rights not expressly granted herein are reserved to Aptean THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, and its licensors. Professional Services and Service Deliverables PROGRAMS, PROCEDURES OR INFORMATION THROUGH provided by Aptean to Customer are not performed on a "work ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER for hire"basis. METHOD. (b) Customer Materials, Subject to Sections 6(a) (d) Customer acknowledges and agrees that the and i2L), all right, title and interest (including all intellectual warranty set forth in Section 7(b)shall not apply to any Software Property rights) in and to the Customer Materials are owned by or Service Deliverables delivered to Customer prior to the date of Customer or Customer's suppliers. this Agreement,if applicable,by Aptean,its Affiliates or any of its respective predecessors. 7. Warranty. (a) Representations and Warranties. Each Party 8. Indemnification. represents and warrants that it has the Icgal power and authority (a) Claims Related to Software or Service to enter into this Agreement.Customer represents and warrants Deliverables. Provided that Customer complies with the that Customer has neither falsely identified itself nor provided any _ false information to Aptean and that Customer's billing Procedures set forth in Section S(e) and subject to Section 8(b), Aptean will, at its expense and under its control (including information is correct. selection of counsel), defend and/or settle any claim, suit or proceeding brought by a third party (each, a "'Claim") against (b) Limited Warranty___ _on___€nitial license Customer, its Affiliates, or their respective officers, directors, Configuration. For a period of ninety (90) days following the employees and agents alleging that the Software or any Service Effective Date ("Software Warranty Period"), Aptean warrants Deliverable, as provided by Aptean, infringes any copyright, that the Initial license Configuration (excluding as it relates to trademark,trade secret or U.S,,E.U.or Canadian patent issued as Third Party Software),as provided by Aptean during the Software of the Effective Date, in addition, Aptean will pay any final Warranty Period, will in all material respects conform to and perform in accordance with Aptean's published documentation Judgment awarded against Customer for such Claim or any Master Solution Agreement(Aptean.)v2 -4- PROPRIETARY&CONFIDENTIAL settlement amount agreed to by Aptean and, subject to Section control of the defense or settlement of such Claim or allegation, 8(e), any authorized and documented expenses incurred by including the selection and employment of counsel,and shall pay Customer in connection with the Claim. all authorized and documented costs and expenses of such defense. The Indemnitee will fully cooperate,at the expense of (b) Exclusions. Aptean will have no obligation the Indemnitor, in the defense or settlement of the Claim. The under Section,8 a with respect to any Claim arising out of or Indemnitee shall have the right, at its own expense, to employ based upon: (i) Customer's modification of the Software or separate counsel and participate in the defense or settlement of Service Deliverables or its combination or use with programs not the Claim. The Indemnitar shall have no liability for costs or supplied by Aptean or its use in a manner not permitted by this expenses incurred by the Indemnitee, except to the extent Agreement;(ii)use of the Software or Service Deliverables that is authorized by the Indemnitor or pursuant to this procedure. not in accordance with the terms of this Agreement; (iii) Customer's use, reproduction or distribution of other than the (f) Exclusive Remedies. THE INDEMNITY AND most recent or a modified version of the Software or Service OTHER REMEDIES SET FORTH IN THIS SECTION 8 SHALL BE THE Deliverables provided by Aptean or available to Customer where EXCLUSIVE REMEDIES OF THE PARTIES WITH RESPECT TO ANY such infringement would have been avoided by Customer's use or CLAIM FOR WHICH A PARTY HAS AN OBLIGATION OR INDEMNITY implementation of the most recent version of the Software or PURSUANT TO THIS SECTION 8. Service Deliverables; (iv) Customer Materials used with or incorporated in the Software or a Service Deliverable; (v) 9. Limitation of liability. continued use of any infringing Software or Service Deliverable after being provided notice to cease use of such Software or (a) IN NO EVENT SHALL APTEAN BE LIABLE FOR Service Deliverable. INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR, OR COSTS (c) Enioinment. If Customer's use of the Software INCURRED AS A RESULT OF,LOSS OF TIME,LOSS OR INACCURACY or Service Deliverables is or,in Aptean's determination,Is likely to OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF GOOD WILL, be enjoined, Aptean may, at its option and expense without BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF limiting its indemnity obligations hereunder,procure the right for SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF Customer to continue to use the Software or Service Deliverables APTEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH or modify the Software or Service Deliverables in a manner that DAMAGES. has materially equivalent functionality so as to avoid such injunction. If the foregoing options are not available on (b) IN NO EVENT SHALL APTEAN'S AGGREGATE, commercially reasonable terms and conditions, Aptean may CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS require the return of any such Software or Service Deliverables AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY and refund to Customer amounts paid for such Software or OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE Service Deliverables less a credit for use based on straight line PAYMENTS MADE BY CUSTOMER IN THE FIRST TWELVE (12) depreciation applied on a quarterly basis over five(5)years from MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT the date of initial delivery of the Software or a Service Deliverable. GIVING RISE TO SUCH CLAIM. (d) Indemnification by Customer. Provided that 10. Term and Termination. Aptean complies with the procedures set forth in Section 8(j, Customer shall,at Customer's expense,defend and/or settle any (a) Term and Termination.The license term with claim,suit or proceeding brought by a third party against Aptean respect to each Software pursuant to this Agreement shall be for Related Parties and arising out of or related to: (i)the Customer the period described in the related Order Form or an amendment Materials (either alone or as incorporated into a Service hereto unless terminated in accordance with this Agreement. if Deliverable); (ii) Customer's unauthorized use of the Software either Party fails to materially comply with any of the terms and and Service Deliverables; (iii) Customer modification of the conditions of this Agreement and such Party fails to correct such Software and or Service Deliverables;or(iv)Third Party Servicer's non-compliance within thirty (30) days following written notice negligence or omissions in connection with the Software. thereof("Cure Period") by the other Party (the "Non-Breaching Party"), then such Non-Breaching Party may terminate this (e) Procedure. If a Party (the "Indemnitee") Agreement with written notice to the other Party. Failure to receives any notice of a Claim or other allegation with respect to make timely payments is a material breach of this Agreement. which the other Party(the "Indemnitor") has an obligation of Subject to applicable law, either Party also may terminate this Indemnity hereunder,then the Indemnitee will,in order to qualify Agreement with written notice to the other Party(the "Affected for Indemnification under this Section 8,within twenty(20) days Party") if: (1) a receiver is appointed for the Affected Party or of receipt of such notice, give the Indemnitor written notice, Affected Party's property;(ii)Affected Party makes an assignment pursuant to Section 12(f)of such Claim or allegation setting forth for the benefit of Affected Party's creditors; (iii)any proceedings in reasonable detail the facts and circumstances surrounding the are commenced by,for or against the Affected Party under any claim. The Indemnitee will not make any payment or incur any bankruptcy,insolvency or debtor's relief law;or(iv) the Affected costs or expenses with respect to such Claim,except as requested Party commences steps to liquidate, dissolve or wind-up its by the Indemnitor or as necessary to comply with this procedure. business (each, a "Bankruptcy Event"). Aptean may at its sole The Indemnitee will not make any admission of liability or take discretion terminate or temporarily suspend Customer's rights to any other action that limits the ability of the Indemnitor to defend any Software,service or deliverable prior to exercising its right to the Claim. The Indemnitor shall immediately assume the full terminate this Agreement pursuant to this Section l0(a}. Master Solution Agreement(Aptean)v2 5 PROPRIETARY&CONFIDENTIAL same degree of care as Recipient uses to protect its own (b) Effect Upon Termination. Upon termination Confidential Information of a like nature, but no less than a of this Agreement ("Termination"), all licenses granted herein reasonable degree of care. Recipient shall be entitled to disclose shall automatically cease and Customer shall discontinue all use of Confidential Information solely to the extent necessary to comply the Software and Service Deliverables and destroy any copies with a court order or as otherwise required by law or by a thereof in Customer's possession or control. Customer shall regulatory agency or government body, provided that Recipient deliver to Aptean within thirty (30) days from the date of shall first give notice to Discloser so as to allow Discloser a Termination a certificate executed by an authorized officer of the reasonable opportunity to obtain a protective order for protecting Customer stating that Customer has destroyed all such copies of the confidentiality of such information(unless such notice would the Software and Service Deliverables. Any obligation of either violate applicable law). if such protective order is not obtained, Party which accrued prior to termination, including without Recipient agrees to disclose only that portion of the Confidential limitation, any payment due and owing, and Sections 1 Information which it is legally required to disclose. Recipient shall (Definitions), 5 (Payment Terms), 6 (Ownership and Copyright), immediately notify Discloser of any actual or suspected 7(c) (Warranty Disclaimer), 8 (Indemnification), 9 (Limitation of unauthorized disclosure of Confidential Information. Recipient Liability), 11 (Confidential Information), and 12 (Miscellaneous) shall not modify,reverse-engineer,decompile,create other works shall survive the Termination. Termination of this Agreement from, or dissemble any software programs contained in the shall also automatically terminate all then-active Statements of Confidential Information without Discloser's prior written Work. consent. (c) Effect of Bankruptcy. Upon a Bankruptcy (c) The obligations described in Section 11ib) Event, amounts that have been paid to Aptean shall be deemed impose no obligation upon Recipient with respect to any earned upon receipt and shall be Aptean's sole property, Confidential Information that(i)is or becomes a matter of public irrespective of whether goods or services (including Software, knowledge through no fault of Recipient;(ii)is rightfully received Maintenance Services, Service Deliverables and Professional by Recipient from a third party without a duty of confidentiality to Services)have been delivered and may be applied,in whole or in a third party by, or with the authorization of, Discloser; (iii) is part, in satisfaction of any obligations owed by Customer to disclosed by Discloser without a duty of confidentiality;or(iv) is Aptean under this Agreement or any other agreement between independently developed by Recipient. The burden of proving Customer and Aptean. Additionally,Customer agrees that,upon a any of the above exemptions is on Recipient. Bankruptcy Event:i)Aptean shall be a preferred creditor or critical vendor, as applicable; and ii) Customer shall take all necessary (d) Upon the written request of Discloser, steps and complete all documents required to effect and maintain Recipient shall immediately destroy or return to Discloser, as such status. requested by Discloser,all Confidential Information of Discloser in its possession,together with all records in any manner pertaining 11. Confidential Information. to any of Discloser's Confidential Information. Recipient shall also,upon the written request of Discloser,furnish Discloser with (a) "Confidential information" means: (i) a a certificate of an authorized officer of Recipient stating that all of Party's proprietary technology or computer software in all the foregoing have been destroyed or returned to Discloser. versions and forms of expression, whether or not the same has been patented or the copyright thereto registered, is the subject (e) The terms set forth in this Sect;on_11 replace of a pending patent or registration application,or forms the basis any prior non-disclosure or similar confidentiality agreement for a patentable invention (collectively the "Proprietary executed between the Parties. Technology"); (ii) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas or 12. Miscellaneous. know-how related to any of the Proprietary Technology; (iii) information regarding current or proposed products, customers, (a) Audit. During the term of this Agreement and contracts, this Agreement, business methods, financial data or for a period of one(1)year following Termination,upon Aptean's marketing data, financial results and projections, company and request,but not more than twice each year and upon reasonable market strategy,product and competitive sales analysis and plans, notice,Customer will permit Aptean to perform a physical audit of product or marketing plans,pricing plans or structures,personnel Customer's records and computer systems that are relevant to and recruiting matters, and future releases; and (iv) offers or Customer's use of the Software in order to confirm Customer's proposals which are provided by a Discloser (as defined below), compliance with this Agreement_ Aptean will conduct any including the fees charged by Discloser and such Confidential physical audit during Customer's normal business hours and Information is in tangible or other form. without undue inconvenience to Customer or its employees,and Customer agrees to cooperate with Aptean to enable Aptean to (b) A Party receiving Confidential Information do so. Customer will immediately pay Aptean the amount of any ("Recipient")of the other Party("Discloser")shall:(i)not disclose additional fees that are found to be payable under this Agreement the Confidential Information to any third party at any time and as a result of any audit. In addition, if an audit reveals that Recipient shall limit disclosure of Confidential Information within Customer has underpaid any fees by more than five percent(S%) its own organization to its employees or its legal, financial and of the amount properly payable, then Customer will reimburse accounting advisors having a need to know and who have agreed Aptean for Aptean's entire cost of conducting the audit. to be bound by the terms of this Agreement;and(ii) protect the confidentiality of the Confidential Information with at least the (b) Information Collection. and _Use. Master Solution Agreement(Aptean)v2 6 PROPRIETARY&CONFIDENTIAL Notwithstanding anything to the contrary in this Agreement, designated by Customer. Billing-related notices to Customer shall Aptean may collect information about Customer's use of Aptean also be addressed to the relevant billing contact designated by Products or Services. Customer hereby grants to Aptean a Customer, and Legal Notices to Customer shall also be addressed perpetual,non-cancelable,worldwide, royalty-free, non-exclusive to Customer's signatory of this Agreement or any person right to utilize any data that arises from the use of the Aptean designated beneath the signature area below. Notices to Aptean Products and Services by Customer whether disclosed on or prior shall be delivered to the following address: to the Effective Date for any legitimate purpose, including the right to sublicense such data to third parties, subject to all legal Aptean,Inc. restrictions regarding the use and disclosure of such information. 1155 Perimeter Center:Vest,Ste.700 Atlanta,GA 30333 (c) Hewing Advice of Counsel, and Drafting: Attn: General Counsel Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation (g) Force #rvla ure. Neither Party shah be liable of each section. wherever the term "including" is used, it shall for failure to perform or for delay in performance hereunder due mean"including, but not limited to."All references to"Sections" to causes beyond its reasonable control(each a"Force Majeure"), and "Schedules" refer to the corresponding Sections and including acts of God, fires, floods, earthquakes, accidents, Schedules of this Agreement.The Parties acknowledge that they Internet service interruptions or slowdowns, vandalism or have been advised by counsel of their own choosing,played equal "hacker" attacks,strikes(other than those involving either Party's parts in negotiating this Agreement and that its terms will be employees),acts of war,acts of terrorism,riot,embargoes,acts of interpreted without any bias against one Parry as drafter. civil or military authorities, or intervention by governmental authority; provided that such Party gives prompt written notice (d) Governing Law. This Agreement shall be thereof to the other Party. Any failure occasioned by the governed exclusively by the internal laws of the State of Georgia, foregoing shall be remedied as soon as reasonably possible. without regard to its conflicts of laws rules. The state and federal courts located in Atlanta,Georgia shall have exclusive jurisdiction (h) Customer Lists and Press. Customer will be to adjudicate any dispute arising out of or relating to this eligible to participate in Aptean's customer reference program Agreement. Each Party hereby consents to the exclusive which may include participation in customer case studies, press jurisdiction of such courts. Each Party also hereby waives any releases, collateral, and opportunities with media and industry right to jury trial in connection with any action or litigation in any analysts.Aptean is permitted to use Customers name in lists with way arising out of or related to this Agreement. In the event of other customers. Either Party may make public announcement(s) any suits or actions or other proceedings to enforce the terms of or issue press releases relating to this Agreement or the this Agreement,the prevailing Party shall be entitled to recover its relationship established by this Agreement with the prior written reasonable attorneys'fees and other costs and expenses incurred consent of the other Party, except no such consent will be therein. The Parties acknowledge and agree that this Agreement required as part of required governmental filings, SEC filings, is not a contract for the sale of goods.Therefore,this Agreement earnings announcements and financial presentations,or listings of shall not be governed by any codification of Article 2 or 2A of the other similar relationships. Uniform Commercial Code, or any codification of the Uniform Computer information Technology Act, or any references to the (i) injunctive Relief.Customer acknowledges that United National Convention on Contracts for the International the breach or threatened breach of this Agreement,including the Sale of Goods. breach of Section_-3 and/or Section 11; could give rise to irreparable injury to Aptean which would be inadequately (e) Attorney's Fees. The prevailing party in compensated in monetary damages. Accordingly, Aptean may disputes concerning this Agreement shall be entitled to the costs seek a restraining order and/or an injunction prohibiting such of collections and enforcement, including reasonable attorney's breach in addition to any other legal remedies which may be fees, court costs and all necessary expenses. Notwithstanding available. Customer agrees that Aptean will not be required to anything in this Agreement to the contrary, in the event of post a bond in seeking injunctive relief under this Agreement. Customer's Bankruptcy Event, Aptean will be entitled to recover from Customer Aptean's costs and expenses,including reasonable (j) Export Controls. Customer agrees to comply attorneys' fees and costs that Aptean incurs while enforcing with all applicable laws, including the U.S. Foreign Corrupt and/or otherwise protecting its rights and remedies under this Practices Act of 1977, export and re-export control laws and Agreement. regulations such as the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and (f) Notices. All notices under this Agreement economic sanctions maintained by the Treasury Department's shall be in writing.and shall be deemed to have been given upon: Office of Foreign Assets Control, and the international Traffic in (i) personal delivers; (ii) the third business day after mailing via Arms Regulations maintained by the Department of certified mail, return receipt requested; (iii)the second business State. Specifically, Customer covenants that Customer shall not, day after sending by confirmed facsimile;or(iv)except for notices directly or indirectly, sell, export, re-export, transfer, divert, or of termination or an indemnifiable Claim ("Legal Notices"), the otherwise dispose of any products, software, or technology first business day after sending by email with confirmed delivery. (including products derived from or based on such technology) General Counsel and a copy to its Chief Financial Officer at t the Notices to Aptean shall be addressed to the attention its received from Aptean under this Agreement to any destination, entity, or person prohibited by the haws or regulations of any address set forth at the end of this provision. All notices to jurisdiction, including without limitation the United States,. Customer shall be addressed to the primary contact person as Master Solution Agreement(Aptean)v2 -7- PROPRIETARY&CONFIDENTIAL without obtaining prior authorization from the relevant provision shall not restrict the right of either Party to solicit or government authorities as required by those laws and recruit generally in the media,and shall not prohibit either Party regulations. Customer hereby indemnifies and holds harmless, from hiring an employee of the other who answers any subject to Section 8, to the fullest extent permitted by law, advertisement or who otherwise voluntarily applies for hire Aptean and its assigns from and against any fines, penalties, without having been initially solicited or recruited by the hiring judgments, settlements, and reasonable documented costs, Party. including attorneys'fees,that may arise as a result of Customer's and Customer's agents',officers',directors'or employees'breach (n) Entire Agreement, Modifications,Severability, of this provision. Waivers.Reservation of Rights. This Agreement,together with all exhibits, schedules, Order Forms, Statements of Work, addenda (k) dssignment. Customer may not assign or and other amendments hereto entered into from time to time, transfer(including by operation of law or a Change of Control)this collectively, contains the entire agreement with respect to the Agreement, Customer's interest herein or the license granted to subject matter hereof. All such ancillary documents are Customer herein without Aptean's prior written consent and incorporated into this Agreement by reference. This Agreement payment to Aptean of a transfer fee based on Aptean's then- may not be modified except by written instrument signed by both current prevailing rates.Aptean may assign or transfer(including Parties. All terms,conditions,or provisions which may appear as by operation of law or a Change of Control),in whole or in part, pre-printed language or otherwise be inserted within any this Agreement to an Affiliate of Aptean or to any third-party,in purchase order shall be of no force and effect notwithstanding each case, without prior notice to Customer or Customer's the acceptance of such purchase order after the date of this consent. For purposes of this Agreement, "Change of Control" Agreement. If any provision of this Agreement is declared invalid means(i)a sale of all or substantially all of an entity's assets,(ii)a or unenforceable, then the court shall replace the invalid or merger,or(iii)a reorganization,consolidation,a sale of an entity's unenforceable provision with a valid and enforceable provision equity or other transaction in which more than 50% of such that most accurately reflects the Parties' intentions and the entity's voting securities, capital stock or other ownership remaining provisions of this Agreement shall remain in full force interests are transferred. This Agreement will inure to the benefit and effect. Failure by either Party to enforce any provision of this of and be binding upon the assigning Party's successors and Agreement will not be deemed a waiver of future enforcement of permitted assigns. Unless otherwise specifically agreed to by the that or any other provision. non-assigning Party, no assignment by either Party shall relieve the assignor from its obligations pursuant to this Agreement. Any This Agreement may be executed in one or more assignment in violation hereof shall be null and void. counterparts, each of which shall be deemed an original for all (1) Relationship of the Parties. This Agreement purposes, and together shall constitute one and the same agreement. If a Party executes this Agreement via electronic dues not create a partnership, franchise, joint venture, agency, signature, then such electronic signature shall be deemed to be fiduciary or employment relationship between the Parties. such Pasty's original signature for ail purposes.The exchange of (m) Non-Solicitation of Employees. During the copies of this Agreement and of the signature pages by facsimile term of this Agreement and for a period of one(1)year following or other electronic transmission shall constitute effective termination or expiration thereof, neither Party shall, directly or execution and delivery of this Agreement as to the Parties and indirectly, solicit for hiring, hire or accept any services or work may be used in lieu of the original Agreement for all purposes. from any employees of the other Party without first obtaining prior written consent. Notwithstanding the foregoing, this Master Solution Agreement(Aptean)Q 8 PROPRIETARY&CONFIDENTIAL EXHIBIT A PROFESSIONAL SERVICES TERMS This Exhibit A sets forth the additional terms and conditions under which Aptean will provide Professional Services in connection with the solution(s)provided pursuant to this Agreement. Al. Performance of Services. Statement of Work. At Customer's request, Aptean will provide receipts or other reasonably satisfactory evidence of such (a) Statements of Work. Each Professional expenses. Services project Aptean undertakes shall be described in a statement of work (a "Statement of Work") setting forth the (d) Qualified Personnel. Aptean will provide all agreed upon scope of the Professional Services, Service services in accordance with current industry standards and Deliverables,estimated hours/work effort, billing rates and other practices using qualified personnel with the necessary skills, pricing information, project schedule(if applicable)and estimated qualifications and experience to provide the Service Deliverables delivery dates. Both Parties shall execute each Statement of in accordance with the applicable Statement of Work. All Work, all of which shall be deemed incorporated into this personnel providing services will be Aptean employees acting Agreement. If there is a conflict between the terms set forth in within the scope of their employment and under obligation to this Agreement and a Statement of Work,the terms set forth in assign all rights in the Service Deliverables to Aptean, or will be the applicable Statement of Work will control. independent contractors approved by Aptean and under written obligation to assign all such rights to Aptean. (b) Delivery and Cooperation. Customer acknowledges that Customer's cooperation is essential to the (e) Facilities and Hardware. Customer will provide timely performance of Aptean's services. Customer will, to the Aptean with any access to Customer's premises, facilities and extent required in connection with the performance of Aptean's systems that Aptean requires to perform the Professional Services. services:(i)provide Aptean with necessary Customer Materials;(ii) Aptean will not be required to provide any hardware devices or provide Aptean with necessary access to Customer's personnel, other equipment needed by Customer to use the Software facilities or data; (iii) cause the appropriate personnel to Deliverables,and all such hardware devices and other equipment cooperate with Aptean as required for Aptean to provide its shall be supplied by Customer at its sole expense. services,including responding promptly to questions or issues;.and (iv) make all payments when due. Customer's delay or failure to A2. Rates and Payment Terms. do so may delay the estimated delivery schedules set forth in the Statement of Work. if Customer fails to do any of the foregoing, Unless otherwise stated in the Statement of Work, Customer will both Parties will cooperate in good faith to develop a revised pay Aptean at the then-current prevailing hourly or daily rate, as written delivery schedule and written Statement of Work or applicable. Rates are subject to change. Aptean will invoice change order signed by both Parties, with additional fees as Customer on a time and materials basis at the billing rates set applicable. forth in the Statements of Work for work performed. Invoices will include a summary of all time expended by Aptean for the work (c) Travel Time and Expenses. If Aptean's performed.The Customer shall pay Aptean the fees within thirty personnel, agents or representatives (each, a "Representative") (30)days from the date of invoice. are required to travel to a location other than one of Aptean's facilities, Customer will pay or reimburse Aptean in accordance A3. Termination of Projects. with the payment terms set forth in this Agreement all reasonable and actual travel expenses, including Travel Time, airfare,ground (a) By Customer. Customer may cancel or transportation,lodging and meals for Representatives'required to postpone any scheduled Professional Services activity upon at travel, "Travel Time"means time expended in connection with:(i) least ten(10)days prior written notice to Aptean. In the event a Representative's roundtrip transportation from such Customer cancels any or all of the Professional Services scheduled Representative's location to the Customer site; and (ii) a (i)with less than ten(10)days'written notice,then Customer shall Representative's travel time between Customer's sites and/or any pay fifty percent (50%) of the fees that would otherwise be other Customer designated locations. Travel Time is billable per payable in respect to the person-hours cancelled and(ii)with less the rate and conditions set out in the applicable Statement of than five(5) days'written notice;Customer shall pay seventy-five Work. Aptean will adhere to its corporate travel policies and percent (75%) of the fees that would otherwise be payable in provide a copy of such policies to Customer if requested by respect to the person-hours cancelled.The Parties agree that any Customer, unless other agreements are grade in writing prior to such payment shall be considered liquidated damages, and not a undertaking a project. Services to be provided on-site at penalty, and is a fair and reasonable estimation of Aptean's Customer's facilities will be scheduled in advance by agreement by damages in the event of Customer's cancellation of Professional each Party. The Parties will use reasonable efforts to Services.In addition,notwithstanding such cancellation,Customer accommodate any requested change in the scheduled dates for shall pay for all services rendered as well as expenses incurred on-site services, subject to the availability of appropriate prior to such cancellation, including cancellation fees for airfare, personnel. Customer will also reimburse Aptean upon invoice for hotel,or rental car,as applicable. out-of-pocket expenses in connection with the performance of Services as set forth in Section A2 herein and the applicable (b) By Aptean. Aptean agrees to advise Customer Master Solution Agreement(Aptean)v2 9- PROPRIETARY&CONFIDENTIAL in writing at the earliest possible time when postponing or on the change.Aptean will,likewise,review and approve the canceling scheduled Professional Services activity. in such changes before any work is started. instances Aptean and Customer shall collaborate with reasonable commercial diligence to resume or reschedule the cancelled 3. In the event that the Parties disagree about the proposed activity. changes,each Party shalt,within forty-eight(48) hours from the report of the issue,identify a Senior Management Officer A4. Change Procedure who has decision making authority for each of the respective Parties. The Senior Management Officers will discuss and arrive at a mutually acceptable decision. The results of the Project costs and durations set forth in a Statement of Work are meeting will be documented and filed with the project library based on the scope, requirements and assumptions as defined in such Statement of Work. Variance in the scope, requirements or and any milestone dates and costs will be adjusted assumptions will have an impact on the project's time and cost. accordingly. Aptean utilizes a formal change control procedure to respond to and manage the changes that may occur throughout the duration of a project. The purpose of this procedure is not to inhibit or prevent change, but rather to facilitate change in an orderly manner.Aptean's change control procedure is summarized below: 1. Either Customer or Aptean may initiate a change order. 2. Customer will work with Aptean to document all requested changes in a change request form mutually acceptable to the Parties ("Change Order Form"). This documentation will include a description of the change, reason for the change, areas affected, estimated hours,costs and completion date. Aptean will then submit each Change Order Form to Customer for review and approval before any work is started Master Solution Agreement(Aptean)Q -10- PROPRIETARY&CONFIDENTIAL SCHEDULE 1 This Schedule 1 sets forth the additional terms and conditions under which Aptean will provide each license type in connection with the user description set forth in each Order Form. • Concurrent Users. "Concurrent Users' means the maximum number of users which may access the Software or Third Party Software at any one time. Each simultaneous"log on'from a separate PC or terminal device shall be deemed a Concurrent User. Concurrent User licenses shalt be specified as such on the Order Form or in any subsequent Addendum to this Agreement. Concurrent User licenses are assigned temporarily to a user for the duration of their active session.Once that individual ends the active session,the license may be used by another individual and the previous user is no longer licensed to access the Software. Notwithstanding the above and for clarity,the number of Concurrent Users accessing both the production copy and any test copies of the Software may not exceed the total number of Concurrent Users licensed. Use of software or hardware that reduces the number of devices directly accessing or utilizing the Software on a particular server (sometimes called"multiplexing"or"pooling"software or hardware) does not reduce the number of user licenses required for the Software. A user license is required for each distinct input to the multiplexing or pooling software or the hardware"front end." • Enterprise License. An"Enterprise License"entitles Customer to use the Software for which a license has been granted solely for Customer's internal business operations and,unless otherwise agreed,without limitation as to the number of Named Users. • Named Users. "Named User"means any individual for whom there is a user login account permitting such individual to access and use a component of the Software. A User License entitles only a certain number of named individuals to use the Software for which the license is granted. If a Named User License is granted for any Software,Customer must maintain a list of the individuals employed by Customer who are authorized to use the Software and must provide Aptean with a copy of that list upon request. Each individual permitted to access or use a component of the Software must be assigned a user login account with unique user identification and will be considered a Named User of that component for purposes of the License Configuration.Customer may not permit more than one person to access or use a single login account or unique user identification and password to access or use the Software or otherwise share login accounts,user identifications or passwords. Customer may remove, reallocate and replace the individuals on its list at its discretion and at any time upon notice to and consent from Aptean, but may not have more Named Users than the maximum number specified on the Order Form.Customer may not permit any person who is not named in its list to have access to or use the Software unless Customer has obtained an additional license from Aptean and paid Aptean any applicable Fees for that additional license and associated Maintenance Services. For clarity,a Named User requiring a paid-for license includes any interaction with the Software either through a user interface or programmatically.If Customer deactivates Users,Customer may maintain records in the database for such individuals but Customer may not maintain login accounts for such individuals or otherwise permit them or any other third party to access or use the Software under those accounts. Customer shall upgrade to a larger number of licensed Named Users if the number of individual persons or operating systems who will access or use the Software exceeds the number of Users permitted by Customer's then current License Configuration. • Per Database.A"Per Database"license entitles only a certain number of named individuals to use the Software for the purposes of read only access to a certain number of databases. • Per Server or Application.A"Per Server or Application"license entitles Customer to use the Software for which the license is granted on a per physical or virtual licensed server for use by Customer.Each deployment of Software with a separately configured server requires a separate license,but Customer may deploy validly licensed Software without limitation as to number of servers deployed and licensed.Notwithstanding the foregoing and for clarity,production server licenses,test and demonstration server licenses and disaster recovery server licenses shall be charged separately. • Transactional.A"Transactional"license entities Customer to complete the number of transactions allotted on the applicable Order Form for the term specified therein. In the event Customer exceeds the allotted transaction volume at any time during the term,Aptean will invoice Customer at an agreed rate for each additional transaction over the allotted amount. Master Solution Agreement(Aptean)v2 11 PROPRIETARY&CONFIDENTIAL AMENDMENT TO MASTER SOLUTION AGREEMENT This Amendment(this"Amendment")amends that certain Master Solution Agreement,dated June 2014(along with all amendments executed from time to time, collectively, the "Agreement"), entered into by and between City of Clearwater(hereinafter referred to as"Customer") and Aptean,Inc.(hereinafter referred to as"Company" or"Aptean"). in case of any conflict between the Agreement and this Amendment,the terms and conditions of this Amendment shall control. Except as otherwise modified herein, all terms and conditions of the Agreement shall remain In full force and effect. All capitalized terms used herein,and not otherwise defined herein,shall have their respective defined meanings as set forth in the Agreement. WHEREAS, the parties desire that certain terms and conditions be modified in or supplemented to the Agreement as agreed by the parties. NOW,THEREFORE,the parties agree that the following modifications and supplements are hereby made to the Agreement,and incorporated therein,as of the Effective Date(as defined below): 1. The Software listed in the table below ("Licensed Software") was previously licensed by Customer pursuant to the Computer Software License & Professional Services Agreement and subsequent addendums originally dated December 27, 1991 (along with any amendments executed from time to time,collectively,"License Agreement")between Customer and Ross Systems,Inc. 7PUseLicensed Software Product(s) License Metric Quantity r CAL Concurrent Users 60 Internet Application Framework Server 1 iRenaissance Purchase Order Processing Server 1 GB PRI DEV Server 2 iRenaissance Accounts Payable Server 1 iRenaissance Accounts Receivable Server 1 iRenaissance Fixed Assets Server 1 iRenaissance General Ledger Server 1 iRenaissance Inventory Control Server 1 iRenaissance Materials MGMT Server 1 Test/Development CPU Server 1 2. The Agreement shall supersede the License Agreement. 3, in return for a fee of $92,763.30 ("Term License Fee"), to be paid to Aptean according to the below schedule, Aptean will (i) extend the license term for the licensed Software as per Section 10(a) of the Agreement and(ii) provide Maintenance Services for the period beginning July 1, 2014 through June 30, 2015 for the Licensed Software. Customer hereby acknowledges and agrees that if a Software product is not listed above,then any such non-listed Software is not subject to, nor included in, the amounts listed in this Section 3,and additional maintenance fees shall apply for any such non-listed Software.Customer's annual license fees for the Licensed Software shall be as follows: Annual Period Annual License Fee July 1,2014 through June 30,2015 $92,763.30("Annual Period One") "Annual Period"means each of the periods described above and will be deemed a License Period as defined in the Agreement. "Annual License Fee" means each of the license fees described above and will be deemed a License Fee as defined in the Agreement. 4. Except for termination due to a material breach by Aptean, in the event Customer cancels the term license at any time prior to June 30, 2015, Customer agrees to immediately pay the outstanding Term License Fee that Aptean would have received for the one (1) year commitment period commencing on July 1, 2014 and ending on June 30, 2015, less any amounts previously paid by Customer for the aforementioned period.The parties agree that this payment is to be considered liquidated damages,and not a penalty, and the parties agree that this amount is a fair and reasonable estimation of Aptean's damages in the event Customer breaches Customer's obligation to maintain the term license through June 30,2015, 5. Payment of the Annual License Fee for Annual Period One is due and payable by June 30,2014. 6. The terms and conditions stated herein are expressly contingent upon Customer's execution of this Amendment by June 30,2014. [signatures to follow] IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the East date entered in the signature blocks below(the"Effective Date"). City of Clearwater,Florida Aptean,Inc. t BY: William B.Horne EI Authorize/signatur'e' City Manager 1 QU—A-L ' ° t ►-tom' Date Printed Flame Title f Date Approved as to form: R Assista nt City Attorney,,] y l/ fiv( i4' A 4 01 J I p�wAlER Attest: 'a Rosemarie Call h City Clerk �fIgBLISIA0