ENTERPRISE LICENSE AGREEMENT DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
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ORDER FORM
Order Date: Date of the last signature below
Trimble Entity Name Azteca Systems, LLC,a Trimble company
("Trimble")and Address: 11075 South State,Suite 24,Sandy, Utah 84070
Customer Entity Name Clearwater, FL
("Customer")and Address: 100 S. Myrtle Ave.
Clearwater, FL 33756
Billing Contact Name and E- Dan Mayer
Mail Address: 727-562-4662
daniel.mayer@myclearwater.com
Initial Term: 11/01/2023—10/31/2026
Miscellaneous: Purchase orders issued by Customer are issued for administrative purposes only, terms and
conditions contained in any such purchase order shall be null and void.
Validity: This Order Form shall expire on 10/31/2023(the "Validity Date"). If the Order Form is not
accepted by the Customer by the Validity Date, Trimble reserves the right to increase pricing listed
below to current list pricing.
Licensed Software:
Description Number of Annual Term Total
Authorized Users
Server AMS Premium Cityworks Online Enterprise ELA pricing quote Year 1: 11/01/2023—10/31/2024 $130,000.00
License Agreement(ELA), Includes the Identified for CWOL assumes
Products for up to 125 Named Logins: no hosting logins Year 2: 11/01/2024—10/31/2025 $130,000.00
Respond are added over and
Mobile Native Apps(for iOS/Android) above the current Year 3: 11/01/2025—10/31/2026 $130,000.00
Office(limited use for Admin and Reporting only) 125 Server AMS
hosting Logins.
--Includes the following Add-ons:
Storeroom Additional hosting
Equipment Checkout logins can be added
Contracts for an additional
Cityworks for Excel fee.
Cityworks Analytics AMS
eURL(Enterprise URL)
Operational Insights
Workload
Web Hooks
OpX Projects
OpX Contracts
OpX Budgets
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
1Sandbox
Use of Cityworks AMS Application Programming
Interfaces(APIs)with commercially available
Cityworks-centric applications that are licensed and
maintained by authorized Cityworks partners
Use of Cityworks AMS Application Programming
Interfaces(APIs)with third party system
integrations
All Licensed Software is for the indicated term and not perpetual.Annual fee herein is based on 100,001-150,000 population range.
Trimble reserves the right to adjust the annual fee accordingly to align with the Customer's actual population range.
Addendums:
1. Terms of Service
2. Supplemental Product Terms
3. Support
4. Service Level Agreement
TERMS AND CONDITIONS
1.Terms and Conditions.All offerings are made available by Trimble subject to the terms and conditions set forth in this Order and the
above referenced Addendums.
2.Annual Renewals;Additional Software Products and Licenses.This Order will automatically renew for subsequent 12 month term(s)
at then-current pricing, unless either party provides the other with notice of cancellation at least 30 days prior to the expiration of the
then-current term.Additional Software Products& Licenses may be added to this Agreement with either an acknowledgement of an
official Cityworks quote signed by Licensee and additional fees, if necessary or applicable being paid,or receipt of Purchase Order from
Licensee in response to an official Cityworks quote and additional fees, if applicable, being paid.
3. Payment Terms.All fees are due net 30 from the date of the Trimble invoice.Trimble will invoice the Year 1 Annual Term upon
execution of this Order and Years 2 through 3 at each renewal hereof.
4.Annual Price Increase.At each renewal,Trimble has a right to increase the annual fees by the greater of(a)CPI plus two percent
(2%)or(b)five percent(5%). "CPI" shall mean for all Urban Consumers,the U.S. City Average,for all items, 1982-84=100(the"CPI-U"),
as published by the Bureau of Labor Statistics, U.S. Department of Labor,and shall be for the prior twelve months as of the date the
calculation is made.Trimble will use commercially reasonable efforts to notify Customer of the new pricing no later than sixty(60)days
prior to the expiration of the prior term.
5. Electronic Invoices.Customer hereby consents to the receipt of invoices electronically at the indicated e-mail address(es)and
accepts such invoices as if received by mail.Customer's e-mail address may be changed by written notice given by Customer to Trimble
at:customer_master@trimble.com. Customer is responsible for maintaining a current e-mail address and shall under no
circumstances be excused from payment of applicable charges by its failure to access its designated e-mail address.
6. Due Authority. By signing below,the signatory represents that he/she(i) is an authorized representative of Customer and (ii) has
the authority to legally and functionally commit the Customer.
[Signature Page to Follow]
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
ACCEPTANCE
Accepted and agreed:
CUSTOMER: TRIMBLE:
DocuSigned by: 1
Signature: Signature: �Qyy1t, A1.&S1A�A.S
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Print Name: Print Name: George Mastakas
Title: Title: Vice President
Date: Date: 11/16/2023
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
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By:
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Brian J. Aungst, Sr. Jennifer Poirrier
Mayor City Manager
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Approved as to form: Attest:
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DocuSigned by: DocuSigned by: -
Rosemarie Call
Assistant City Attorney City Clerk
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Addendum#1
Terms of Service
V5.1(O&PS)
These Terms of Service (this "Agreement") are entered into by and between (a)the "Trimble" entity identified on an Order or SOW
and (b)the "Customer" entity identified on an Order or SOW ("Customer" or"you"). Certain capitalized terms are defined in Exhibit
B and others are defined contextually in this Agreement.
The Order may also be subject to supplemental product terms and conditions referenced in the applicable Order ("Supplemental
Product Terms"). This Agreement consists of the terms and conditions set forth below and any applicable Supplemental Product
Terms, Support Terms, Order, and SOW. Any conflict or inconsistency will be resolved in the following order of precedence: (1) the
Order, (2)the Supplemental Product Terms, (3)the body of this Agreement, (4)the Support Terms,and (5)the SOW.
The "Effective Date" of this Agreement means the effective date stated on the Order, or if there is no Order,then the date that the
Products are first made available to Customer. This Agreement will govern Customer's initial purchase(s) as well as any renewals
thereof(unless different terms are specified upon renewal).
If you are accessing or using Products on behalf of your company,you represent that you are authorized to accept this Agreement on
behalf of your company. All references to "you" reference your company. BY SIGNING AN ORDER OR SOW OR INSTALLING,
ACCESSING, OR USING ANY PRODUCTS THAT ARE SUBJECT TO THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH PARTY EXPRESSLY AGREES
THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1. Products.
1.1 Product Types.The following provisions apply to the applicable Product type,as set forth in the Order.
(a)Software-as-a-Service. For Products that are deployed as Software-as-a-Service, as set forth in the Order, subject to the terms of
this Agreement,Customer may access and use the Products during the Term only for its internal business purposes in accordance with
the Documentation, Usage Limitations,any applicable Supplemental Product Terms,and this Agreement.
(b) Licensed Software. For Products that are Licensed Software for deployment on premises or on a device,as set forth in the Order,
subject to the terms of this Agreement,Trimble hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license,
during the Term,to install, copy, and use the Licensed Software on systems or devices under Customer's control only for its internal
business purposes in accordance with the Documentation, Usage Limitations, any applicable Supplemental Product Terms, and this
Agreement. Licensed Software is licensed, not sold.
(c) Hosting Services. For Products that are Licensed Software, but are deployed through hosting services delivered by Trimble, as set
forth in the Order,the Products are subject to the terms and conditions applicable to Licensed Software.
1.2 Authorized Users and Administrators.
(a) Only Authorized Users may access or use the Products. User IDs are granted to individual, named persons, and each Authorized
User will keep login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users'
compliance with this Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to
use a Product on Customer's behalf, Customer will promptly de-activate such Authorized User's access. Only if expressly permitted
under the applicable Order or Supplemental Product Terms, Customer may transfer Authorized User status from one individual to
another at any time, provided that use of the Products by its Authorized Users in the aggregate remains within any applicable Usage
Limitations. Customer will promptly notify Trimble if it becomes aware that any of its Authorized User login credentials have been
compromised.
(b) If a Product permits administrator access, as described in the Documentation, Customer may designate one or more Authorized
Users to be administrators (each an "Administrator") with control over Customer's account, including management of Authorized
Users and Customer Data, as described in the Documentation. Customer is fully responsible for its choice of Administrators and any
actions they take with respect to the Products.Trimble's responsibilities do not extend to the internal management or administration
of the Products for Customer.
1.3 API Access and Customer Applications.
(a)API.Products may include one or more application program interfaces("API(s)")that allow Customer to develop applications,code,
or services that communicate with the Products (collectively, "Customer Applications"). Such APIs, if any, may be available upon
request. Customer may use an API only if such use is authorized in the Documentation or otherwise in writing by Trimble. Use of APIs
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may be subject to additional terms and conditions.Trimble may modify APIs from time to time,and Trimble is not responsible for the
compatibility of any such modifications with Customer Applications.
(b) Use of Customer Applications. If use of an API is authorized, subject to the terms of this Agreement and in compliance with the
applicable Documentation, Customer may develop Customer Applications for use solely by Customer's Authorized Users. Customer
will not develop Customer Applications for the benefit of,or distribute Customer Applications to, any third party. Customer assumes
all risk and liability regarding the development or use of any Customer Applications. Other customers or Trimble itself may
independently develop applications similar to Customer Applications.
1.4. Restrictions.Customer will not(and will not permit,encourage,or assist anyone else to)do any of the following:(a)provide access
to, distribute,sell, or sublicense the Products to a third party; (b) use the Products on behalf of, or to provide any product or service
to, third parties; (c) use the Products to develop a similar or competing product or service; (d) reverse engineer, decompile,
disassemble, or seek to access the source code or non-public APIs to any element of the Products, except to the extent expressly
permitted by Law(and then only after providing prior written notice to Trimble);(e)modify or create derivative works of the Products
or copy any element of the Products (other than in connection with making copies of Licensed Software authorized under this
Agreement);(f)remove or obscure any proprietary notices in the Products;(g)publish benchmarks or performance information about
the Products, except to the extent expressly permitted by Law; (h) interfere with the Products' operation or its use by others,
circumvent its access restrictions or, without the prior written permission of Trimble,conduct any security or vulnerability test of the
Products; (i) transmit any viruses or other harmful materials to the Products; (j) submit to the Products any information that is
inappropriate,defamatory,obscene,salacious,or unlawful,or use the Products to defame,harass,stalk,threaten,or otherwise violate
the rights of others; (k) use the Products to advertise, offer to sell or buy goods, or otherwise for business promotional purposes; or
(1) for Licensed Software, unless expressly permitted in the Order, Supplemental Product Terms, or the Documentation, use or host
any Licensed Software in a virtual server environment.
1.5 Trials and Betas. If Customer receives access to the Products or any features thereof on a free or trial basis or as an alpha, beta,or
early access offering("Trials and Betas"), use is permitted only for Customer's internal evaluation to determine whether to purchase
a license or subscription to the Product during the period designated by Trimble(or if not designated,30 days). If Customer purchases
a license or subscription to the Products, this Agreement will apply to Customer's use unless otherwise specified in the applicable
Order.Trials and Betas are optional and Trimble may cease offering Trials and Betas at any time for any reason.Trials and Betas may
be inoperable, incomplete, or include features that Trimble may never release, and their features and performance information are
Trimble's Confidential Information. If the Products include a mechanism that limits access to Trials and Betas, Customer will not
attempt to circumvent any such mechanism or restriction. Notwithstanding anything else in this Agreement: (a) Trimble has no
obligation to retain Customer Data used with Trials and Betas; (b)Trimble provides the Trial and Betas"AS-IS" with no warranty,
indemnity,service levels,or support;and(c)Trimble's liability for Trials and Betas will not exceed US$50.
1.6 Educational Versions. Notwithstanding the foregoing, for any version of the Products designated as "educational," or a similar
term, Customer may use the Products solely for educational purposes(i.e., by an instructor or a student at an educational institution
and while engaged in educational work). Such educational versions may not be used (a) by any other person; (b) by any educational
institution for any non-educational purposes; or (c) for any for-profit purpose, including professional work or training offered for a
fee,or by commercial entities.
1.7 Internet Connection. Products may require an active Internet connection or other means of electronic communications to operate,
which are not the responsibility of Trimble.
1.8 Delivery and Deployment. Products, Documentation, and License Keys, if any, will be delivered by electronic means unless
otherwise specified on the applicable Order. Delivery is deemed to occur on the date on which a Product and License Key, if any, are
first made available to Customer. Products may gather and transmit to Trimble license compliance and activation data. Customer will
not disable, modify, or interfere with the operation of any such functionality of the Products. Trimble may use the foregoing
information to validate the authenticity of Customer's license to the Products,to register Customer's Products,for license metering,
and to protect Trimble against unlicensed or illegal use of the Products.
2. Data Rights.
2.1 Data Usage and Ownership.
(a) Customer hereby grants to Trimble and its Affiliates the non-exclusive, worldwide, irrevocable, royalty-free right: (i) to use
Customer Data during the Term to provide the Products, Support, and Professional Services to Customer; (ii) to use and disclose
Customer Data as otherwise permitted pursuant to this Agreement or any written consent or instructions of Customer; and, (iii)on a
perpetual basis: (A) to create, use, and disclose Anonymized Data for any purpose and (B) subject to Trimble's confidentiality
obligations in Section 13 (Confidentiality) and all applicable Data Protection Legislation,to use Customer Data to develop, maintain,
and improve the Products and any other products,software, and services of Trimble or its Affiliates.
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(b) Except for Trimble's use rights set forth in this Agreement, as between the parties, Customer retains all intellectual property and
other rights in Customer Data.Trimble owns all right,title,and interest in Anonymized Data (including,without limitation,any and all
intellectual property rights).
(c) Customer will not have access to Customer Data after termination or expiration of the Term, unless otherwise indicated in the
Documentation,Order,Supplemental Product Terms,or the parties agree otherwise in writing.
(d) In the event of any conflict between the terms of Section 13(Confidentiality)and this Section 2.1(Data Usage and Ownership),the
terms of this Section 2.1(Data Usage and Ownership)will control.
2.2 Personal Information and Data Protection.
(a)All applicable laws, rules,and regulations relating to privacy and data protection,including GDPR and CCPA(as defined below),are
referred to as "Data Protection Legislation." "Personal Information" is defined as in the applicable Data Protection Legislation, or if
no definition is provided, any personally identifiable information which is either(i) provided by Customer or on its behalf as required
for and in connection with the normal use and operation of Products or(ii)automatically collected through the Products on Customer's
behalf. "Applicable," in this context, means the Data Protection Legislation applicable to Customer at Customer's principal place of
business or to Trimble at Trimble's principal place of business,and such laws that Customer notifies Trimble in writing of that apply to
the parties.
(b) Each party will comply with all applicable requirements of the Data Protection Legislation that applies to it.This Section 2.2(b)is in
addition to,and does not relieve, remove,or replace,a party's obligations or rights under the applicable Data Protection Legislation.
(c)Without prejudice to the generality of Section 2.2(b), Customer will ensure that it has all necessary and appropriate consents and
notices in place (i)to enable lawful transfer of the Personal Information to Trimble for the duration and purposes of the Agreement
and(ii)to enable Trimble to lawfully use, process,and transfer the Personal Information in accordance with this Agreement,including
on the Customer's behalf.
(d) The parties acknowledge that: (i) if Trimble processes any Personal Information hereunder, it is on the Customer's behalf when
performing its obligations under this Agreement and (ii)the Personal Information may be transferred, stored, and/or accessed from
outside of the country where the Customer's principal place of business is located in order to provide the Products or to otherwise
perform any of Trimble's other obligations under this Agreement.
(e) If the processing of Personal Information by Trimble is subject to the General Data Protection Regulation ((EU) 2016/679) or the
Data Protection Act 2018 of the United Kingdom ("GDPR"), then, at the request of Customer,the parties will execute an applicable
data processing addendum.
(f) If the processing of Personal Information by Trimble is subject to the California Consumer Privacy Act of 2018 (Title 1.81.5,
§1798.100 et. seq.) ("CCPA"),then the terms of this clause(f) apply, and capitalized terms shall have the meanings afforded to them
under the CCPA unless otherwise stated. In connection with a Verifiable Consumer Request by a Consumer pursuant to an exercise of
rights under CCPA related to Personal Information, (i) Trimble is Customer's Service Provider; (ii) Customer (and not Trimble) will
respond to such request;and(iii)if necessary,in connection with such request,Customer will utilize the tools and information provided
or made generally available by Trimble, such as Trimble's online portals or APIs and Documentation regarding Trimble's products,
software, and services. To the extent such tools do not enable Customer to respond to a Verifiable Consumer Request, upon
Customer's request, Trimble will provide reasonable assistance with respect to Personal information in Trimble's systems that is
required for Customer's response to such request.Trimble will not retain,use,or disclose Personal Information for any purpose other
than as expressly permitted under this Agreement or as otherwise permitted under CCPA.A Verifiable Consumer Request to delete
Personal Information will not require Trimble to delete Personal Information required to provide Customer with the Products (as
defined in this Agreement),which includes any of Trimble's Service Provider(s) acting on Trimble's behalf to provide the Products(as
defined in this Agreement); provided, however, that such service provider(s) do not have a separate right to Sell or otherwise use
Customer's Personal Information other than as required for Trimble's Business Purposes.
3.Customer Obligations.
3.1 Compliance with Laws.Customer is responsible for complying with all Laws in its use of the Products and any results derived from
the Products.
3.2 No High Risk Activities. Customer will not use the Products for High Risk Activities. Customer acknowledges that the Products are
not intended to meet any legal obligations for High Risk Activities.
3.3 No Prohibited Data. Customer will not use the Products with Prohibited Data. Customer acknowledges that the Products are not
intended to meet any legal obligations for these uses, including HIPAA requirements, and that Trimble is not a Business Associate as
defined under HIPAA.
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3.4 Customer Data. Customer is responsible for its Customer Data, including its content, accuracy, and compliance with Laws.
Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to use its
Customer Data with the Products and grant Trimble the rights in Section 2.1 (Data Use and Ownership), all without violating or
infringing Laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that
apply to its Customer Data.
4.Suspension of Access to Products.Trimble may suspend Customer's access to the Products,Support,and/or Professional Services,
without liability, and in whole or in part, if(a) Customer breaches Section 1.4 (Restrictions) or Section 3 (Customer Obligations); (b)
Customer's account is 10 days or more overdue;or(c)Customer's actions risk harm to other customers or the security,availability,or
integrity of the Products. Where practicable, Trimble will use reasonable efforts to provide Customer with prior notice of the
suspension. Once Customer resolves the issue requiring suspension,Trimble will promptly restore Customer's access to the Products
in accordance with this Agreement.
S.Certain Product Features.The following provisions apply to the extent applicable to the Products.
5.1 Devices. The Products may be compatible with or require use of a device ("Device"). Compatible Devices are specified in the
applicable Documentation.Trimble makes no warranties regarding the operation of any Device or continued compatibility of a Product
with any such Device. Customer is solely responsible for the configuration and operation of the Device.The results obtained through
a Product may be affected by, and Trimble will have no liability for,the compatibility, placement, configuration, or operation of the
Device, weather or other environmental conditions, color or composition of materials being scanned, or other factors outside of
Trimble's control.
5.2 Use with Other Trimble Products.The Products may allow Customer to connect with other products or services made available by
Trimble. Use of such other products or services that are not part of the Products may require payment of a separate fee and are
governed by those products or services' respective terms of service,end user license agreement,or other agreement,and not by this
Agreement.
5.3 Scripts.The Products may allow Customer to input and/or develop custom scripts, macros,and commands(collectively,"Scripts")
that control the operation of the Products.Scripts may be available for download or purchase from Trimble or third parties,or created
by Customer. Unless otherwise specified by Trimble in writing,Scripts are not part of the Product. Customer's development and use
of any Scripts are solely at its own risk.To the extent any Scripts are provided by a third party,such Scripts will be deemed to be Third-
Party Materials,and may be subject to Third-Party Terms.
5.4 Third-Party Materials.The Products may provide Customer with access to Third-Party Materials.Third-Party Materials are not part
of the Products.To the extent specified by Trimble(including in any Supplemental Product Terms or Documentation),use of the Third-
Party Materials may be subject to additional terms or restrictions ("Third-Party Terms"). Customer is solely responsible for its
compliance with any Third-Party Terms,and failure to comply with such terms may result in termination of Customer's right to access
any features of the Products that utilize such Third-Party Materials. If no Third-Party Terms are specified, Customer may use Third-
Party Materials solely in support of Customer's authorized use of the Products in accordance with this Agreement.
5.5 Open Source.The Products may incorporate third-party open source software("Open Source"),as listed in the Documentation or
Supplemental Product Terms, or otherwise made available by Trimble. To the extent the terms of the Open Source license prohibit
the terms of this Agreement from applying to the Open Source,the terms of the Open Source license will apply to the Open Source
on a stand-alone basis instead of this Agreement.
5.6 Content Subscriptions.This Section applies if the Product makes available Third-Party Materials as a data or content subscription
("Subscription Content"). If Customer has a separate agreement with Trimble or the applicable third party in place regarding the use
of Subscription Content ("Subscription Content Agreement"), then such Subscription Content Agreement governs the use of
Subscription Content accessed through the Product, but not the use of the Product itself,which will be governed by this Agreement.
If no Subscription Content Agreement is in place,then, unless otherwise authorized by Trimble in writing, such Subscription Content
may only be used solely for Customer's internal purposes during the applicable Term and only when accessed pursuant to a manual
end user request. Customer will not: (i) access, extract, or download any Subscription Content, or portions thereof, in batch or mass
by any means; (ii)sell,offer to sell, rent,sublicense,or transfer any copies of the Subscription Content,or portions thereof,to a third
party or allow a third party to use the Subscription Content; (iii) use the Subscription Content to develop services or products for sale
or include any portion of the Subscription Content in any product or service; (iv)use any portion of the Subscription Content to create
a competitive service, product,or technology; (v) recreate the Subscription Content or create otherwise a separate database or other
repository of Subscription Content; (vi) use Subscription Content to train, augment, or correct another database or information
repository; or (vii) make any portion of the Subscription Content available to the public in any manner. Upon notice from Trimble
and/or anytermination or expiration of the Term,Customer will immediately cease using and delete/destroy all electronic and physical
copies of Subscription Content.
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5.7 Third-Party Platforms.
(a) Customer may choose to use a Product with Third-Party Platforms. Third-Party Platforms are not part of the Product. Subject to
payment of additional fees,Trimble may host Trimble-approved Third-Party Platforms or integrations to Third-Party Platforms for use
in connection with the Products.
(b) Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement, and may
enable data exchange between the Products and Third-Party Platform. Trimble does not control and has no liability for Third-Party
Platforms, including their security,functionality, operation, availability, or interoperability, or how the Third-Party Platforms or their
providers use Customer Data. If Customer enables a Third-Party Platform with a Product,Trimble may access and exchange Customer
Data with the Third-Party Platform on Customer's behalf.
(c)Customer represents and warrants that it shall,and shall require any provider of a Third-Party Platform to:(i)establish and maintain
industry standard technical, organizational, physical, and administrative safeguards designed to ensure the security and integrity of
the Product and Trimble cloud environment and (ii) comply with the security controls, configuration requirements, and access
limitations imposed by Trimble, as may be modified by Trimble from time to time. If Trimble hosts the Third-Party Platform or
integration to the Third-Party Platform, Customer represents and warrants to Trimble that Customer has all rights necessary to grant
Trimble the right to host the Third-Party Platforms on its behalf.
5.8 Third-Party Application Stores.
(a) Purchase from Application Store. If Customer obtains the Product through a third-party application store, marketplace, or other
site or service (each, an "Application Store"), such Application Store is considered a reseller. All Fees are non-refundable once paid.
Customer's download of the Product may be subject to other terms as specified by the operator of the Application Store from which
Customer downloaded the Product.
(b)Apple-Specific Terms. If Customer downloaded the Product from Apple Inc.'s("Apple's")Application Store,the following terms are
part of this Agreement:
(i)This Agreement is between Customer and Trimble, and not with Apple. However, as required by Apple, Apple and its subsidiaries
will be third-party beneficiaries of this Agreement and will have the right (and will be deemed to have accepted the right)to enforce
this Agreement against Customer as a third-party beneficiary.
(ii)To the maximum extent permitted by Law, Apple will have no warranty obligation with respect to the Product, and, as between
Apple and Trimble,any other claims, losses, liabilities, damages,costs, or expenses attributable to a failure to conform to a warranty
will be Trimble's responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to
the Product.
(iii)As between Trimble and Apple,Trimble is solely responsible for the Product and for addressing any claims Customer or any third
parties have about the Product or Customer's possession or use of the Product,including without limitation(A)product liability claims;
(B)any claim that the Product fails to conform to any applicable legal or regulatory requirement;and(C)claims arising under consumer
protection or similar legislation. In the event of any third-party claim that the Product or Customer's possession or use of the Product
infringes that third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, or
discharge of such claim.
6.Support and Professional Services.
6.1 Support. During the Term,Trimble will provide support and/or maintenance for the Products("Support"or"Software Assurance")
in accordance with the service level commitments specified on the applicable Order or the Supplemental Product Terms, if any
("Support Terms").
6.2 Professional Services.Trimble will provide Professional Services related to the Products as specified on the Order or a statement
of work or work order ("SOW") signed or accepted by Customer. Professional Services are subject to the terms and conditions set
forth in Exhibit C and the applicable Order or SOW.
7.Term and Termination.
7.1 Initial Term. If Customer purchases a subscription to a Product or a license to Licensed Software for a limited period of time,the
duration of the initial term of the Order and this Agreement is set forth in the Order("Initial Term"). Upon the expiration of the Initial
Term, the Order and this Agreement shall automatically renew in accordance with Section 7.2 (Renewal Term(s)), unless otherwise
set forth in the Supplemental Product Terms or the Order. The Initial Term and any renewal period are collectively referred to as
"Term."
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7.2 Renewal Term(s). Unless otherwise set forth in the Order, if Customer purchases a termed license or subscription to a Product or
Support,upon the expiration of the Initial Term or any renewal Term,the Term shall automatically renew for subsequent term(s)equal
in duration to the then-current term, until either party provides written notice to the other party of its intent not to renew at least 30
days before the expiration of the then-current Term.
7.3 Termination. Either party may terminate this Agreement, an Order, or a SOW if the other party(a)fails to cure a material breach
of this Agreement(including a failure to pay Fees)within 30 days after written notice; (b)ceases operation without a successor;or(c)
seeks protection under a bankruptcy, receivership,trust deed,creditors' arrangement,composition, or comparable proceeding, or if
such a proceeding is instituted against that party and not dismissed within 60 days.Termination of the Agreement will terminate all
Orders and any SOWS, unless otherwise stated in the termination notice.Termination of an Order or SOW will not,by itself,terminate
this Agreement.
7.4 Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer's right to use the Products
(including its license to any Product)will cease and Customer will immediately cease any and all use of and access to the Products and
will delete(or, upon request, return)all copies of any Product.At the disclosing party's request upon expiration or termination of this
Agreement, the receiving party will delete all of the disclosing party's Confidential Information (excluding Customer Data, which is
addressed in Section 2.1 (Date Usage and Ownership)). Customer Data and other Confidential Information may be retained in the
receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.
7.5 Survival.These Sections survive expiration or termination of this Agreement: 1.4(Restrictions), 2.1 (Data Usage and Ownership),
3 (Customer Obligations), 7.4 (Effect of Termination), 7.5 (Survival), 8 (Financial Terms), 9.3 (Disclaimers), 10 (Ownership), 11
(Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 15 (General Terms), and Exhibit B. Except where an exclusive
remedy is provided,exercising a remedy under this Agreement,including termination,does not limit other remedies a party may have.
8. Financial Terms.
8.1 Fees. Fees are as described in the Order or SOW("Fees").The payment terms for the first invoice for Products or Support will be
set forth on the Order. Thereafter, the payment terms for Fees for Products and Support under that Order will be set forth in the
invoice. Unless otherwise stated in a SOW or set forth in an invoice, Fees for Professional Services under an SOW are due upon receipt.
Trimble may,without limiting Trimble's other rights and remedies,accelerate Customer's unpaid Fees under any Order for any breach
of Customer's payment obligations under any Order so that all such obligations become immediately due and payable,including Fees
for all unbilled future Fees under any Order.
8.2 Increases. Unless otherwise set forth in the Order, (a)all recurring Fees will be fixed for a period of 12 months from the Effective
Date,and (b)thereafter,Trimble may increase recurring Fees once every 12 months during the Term.
8.3 Late Fees. Any amount due under this Agreement that remains unpaid after its due date will bear interest at the lower of 1.5%
per month or the maximum rate permitted by Law, calculated from the date such amount was due until the date that payment is
received.Customer will pay all costs and expenses of collection (including attorneys'fees)incurred by Trimble collecting any amounts
past due under this Agreement.Subject to any mandatory Laws to the contrary,all Fees and expenses are non-refundable.
8.4 Taxes.Customer will pay any sales, use,GST,value-added,withholding, or similar taxes or levies that apply to its Orders or SOWs,
whether domestic or foreign ("Taxes"),other than Trimble's income tax. Fees and expenses are exclusive of Taxes. Customer will pay
any foreign exchange transaction fees and any foreign exchange profits or losses incurred on such transactions.
9.Warranties and Disclaimers.
9.1 Limited Warranty. Unless otherwise specified in the Supplemental Product Terms, and subject to any mandatory Laws to the
contrary, Trimble warrants to Customer that during the Warranty Period the Products will perform materially as described in the
Documentation. The "Warranty Period" is (i) 90 days from the Effective Date for Licensed Software deployed on premises or on a
device pursuant to Section 1.1(b) and (ii) for the duration of the Term for any (1) Software-as-a-Service made available pursuant to
Section 1.1(a)or(2) Licensed Software deployed through hosting services provided by Trimble pursuant to Section 1.1(c).
9.2 Warranty Remedy. If Trimble breaches Section 9.1 (Limited Warranty) during the Warranty Period, Customer may make a
reasonably detailed warranty claim within 30 days of discovering the issue. Trimble will correct such breach by issuing corrected
instructions, a restriction,or a bypass, or by replacing the Product.Subject to any mandatory Laws to the contrary,these procedures
are Customer's exclusive remedy and Trimble's entire liability for breach of the warranty in Section 9.1 (Limited Warranty). This
warranty does not apply to(a)issues caused by misuse or unauthorized modifications; (b) unsupported versions of Licensed Software;
(c) issues in or caused by Third-Party Platforms or other third-party systems; or(d)Trials and Betas or other evaluation use.
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9.3 Disclaimers.
(a)General. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1(LIMITED WARRANTY)OR IN ANY SUPPLEMENTAL PRODUCT TERMS,
PRODUCTS,SUPPORT,AND PROFESSIONAL SERVICES ARE PROVIDED"AS IS".TRIMBLE AND ITS SUPPLIERS MAKE NO(AND HEREBY
DISCLAIM ALL) OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR ANY WARRANTIES ARISING FROM A
COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS IN SECTION 6 (SUPPORT AND
PROFESSIONAL SERVICES),TRIMBLE DOES NOT WARRANT THAT CUSTOMER'S USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT TRIMBLE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA OR
OTHER DATA WITHOUT LOSS.TRIMBLE IS NOT LIABLE FOR DELAYS, FAILURES,OR PROBLEMS INHERENT IN USE OF THE INTERNET
AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE TRIMBLE'S CONTROL. TRIMBLE WILL NOT BE LIABLE IN ANY
MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE PRODUCTS OR CUSTOMER'S RELIANCE ON SUCH OUTPUT.CUSTOMER
IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF CUSTOMER'S USE OF THE PRODUCTS. THIS
RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE PRODUCTS AND THE SELECTION OF THE
PRODUCTS AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS.ANY FORMS, POLICIES,OR OTHER MATERIALS PROVIDED BY
TRIMBLE THROUGH THE PRODUCTS OR DOCUMENTATION ARE NOT INTENDED AND SHOULD NOT BE RELIED UPON AS LEGAL
ADVICE OR LEGAL OPINION. CUSTOMER SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING THE USE OF ANY SUCH
MATERIALS. CUSTOMER IS ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING
THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE PRODUCTS.CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS,BUT ANY
STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
(b) Customer Applications. Trimble hereby disclaims any warranty, support, or other obligations with respect to any Customer
Applications.
(c) Scripts. Subject to mandatory Laws to the contrary, Scripts are provided "AS IS" and Trimble hereby disclaims any warranty,
support,or other obligations with respect to any Scripts,including,without limitation,any Scripts provided by Trimble.
(d)Third-Party Materials and Third-Party Platforms.Third-Party Materials and Third-Party Platforms are provided"AS IS"and Customer
assumes all risk and liability regarding any use of(or results obtained through)Third-Party Materials or Third-Party Platforms.Trimble
and its suppliers make no warranty or guarantee regarding any Third-Party Materials or Third-Party Platforms, including regarding
their accuracy or continued availability or compatibility.
(e) High Risk Activities and Prohibited Data.Trimble and its suppliers specifically disclaim any responsibility for, and will not be liable
in any manner arising from,any use of the Products in connection with High Risk Activities or with any Prohibited Data.
10. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer's
use rights in this Agreement,Trimble and its licensors retain all intellectual property and other rights in the Products, Documentation,
other deliverables and related Trimble technology,templates,formats,and dashboards,including any modifications or improvements
to these items made by Trimble. If Customer provides Trimble with any suggestions, ideas, enhancement requests, feedback,
recommendations, or other information relating to a Product ("Feedback"), Customer hereby grants to Trimble and its Affiliates a
nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and otherwise
exploit the Feedback.
11. Limitations of Liability. TRIMBLE'S CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS IN ANY WAY ARISING OUT OF OR
RELATING TO THE ORDER,ANY SOW,THIS AGREEMENT,AND THE PRODUCTS OR SERVICES,REGARDLESS OF THE FORM OR THEORY
OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR
EQUITABLE THEORY), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO TRIMBLE BY CUSTOMER FOR THE RELEVANT
PRODUCT OR SERVICES IN THE PRIOR 12 MONTHS UNDER THIS AGREEMENT. IN NO EVENT WILL TRIMBLE OR ITS SUPPLIERS OR
THIRD-PARTY VENDORS HAVE ANY OBLIGATION OR LIABILITY FOR INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY,
PUNITIVE, OR AGGRAVATED DAMAGES, LOSS OF GOODWILL, LOSS OF DATA, OR ANTICIPATED PROFITS ARISING FROM OR
RELATING TO THIS AGREEMENT,CUSTOMER'S USE OF OR THE PERFORMANCE OF THE PRODUCTS OR FROM THE SERVICES,OR FOR
ANY OTHER REASON, EVEN IF TRIMBLE OR ITS SUPPLIERS OR THIRD-PARTY VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH POTENTIAL LOSS OR DAMAGE.CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN
THIS AGREEMENT AND THAT TRIMBLE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.THE FOREGOING
LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS
OF OTHER REMEDIES.
12. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third-party claims,
costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with
(a) any Customer Data, or (b) Customer's breach or alleged breach of Section 3 (Customer Obligations), Section 5.4 (Third-Party
Materials),or Section 5.7(Third-Party Platforms)(each,a "Claim").Trimble will give Customer prompt written notice of any Claim and
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will cooperate in relation to the Claim at Customer's expense. Customer will have the exclusive right to control and settle any Claim,
except that Customer may not settle a Claim without Trimble's prior written consent (not to be unreasonably withheld) if the
settlement requires Trimble to admit any liability or take any action or refrain from taking any action (other than ceasing use of
infringing materials).Trimble may participate in the defense of any Claim at its expense.
13.Confidentiality.
13.1 Definition. "Confidential Information" means information disclosed to the receiving party under this Agreement that is
designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or
confidential due to its nature and the circumstances of its disclosure. Trimble's Confidential Information includes the terms and
conditions of this Agreement and any technical or performance information about the Products, Support, or Professional Services.
Customer's Confidential Information includes Customer Data.
13.2 Obligations. As a receiving party, each party will use reasonable care to protect the disclosing party's Confidential Information
from being disclosed to third parties except as permitted in this Agreement, including, without limitation, in Section 2.1 (Data Usage
and Ownership)and(b)only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement.The receiving
party may disclose Confidential Information to its employees, agents, Affiliates, contractors, and other representatives having a
legitimate need to know(including, for Trimble,the subcontractors referenced in Section 15.8 (Subcontractors), provided it remains
responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.
13.3 Exclusions.These confidentiality obligations do not apply to information that the receiving party can document(a) is or becomes
public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c)
it rightfully received from a third party without breach of confidentiality obligations; or(d) it independently developed without using
the disclosing party's Confidential Information.
13.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are
an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or
threatened breach of this Section.
13.5 Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data or
Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in
advance and reasonably cooperates in any effort to obtain confidential treatment.
14. Publicity. Neither party may publicly announce this Agreement except with the other party's prior consent or as required by Law.
Trimble may include Customer and its trademarks in Trimble's customer lists and promotional materials but will cease this use at
Customer's written request.
15.General Terms.
15.1 Assignment.Trimble may assign this Agreement upon notice to Customer. Customer may not assign or transfer this Agreement
(by operation of law or otherwise) without the prior consent of Trimble. Any non-permitted assignment is void. This Agreement will
bind and inure to the benefit of each party's permitted successors and assigns.
15.2 Non-Solicitation. During the Term of this Agreement, and for a period of one year following expiration or termination of this
Agreement, Customer shall not on its own behalf or on behalf of any third party, solicit, hire,or cause to be hired as an employee or
engage or caused to be engaged as an independent contractor any person who was an employee or independent contractor of Trimble,
without the prior written consent of Trimble.
15.3 Notices. Except as set out in this Agreement,any notice or consent under this Agreement must be in writing and will be deemed
given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered mail (return receipt requested); or(c) one
day after dispatch if by an internationally reputable commercial overnight delivery service. If to Trimble, notice must be provided to
the address in Exhibit A, with a copy to Trimble Inc., Attn: General Counsel — Important Notice, 935 Stewart Drive, Sunnyvale, CA
94085, USA.If to Customer,Trimble may provide notice to the address Customer provided at registration or on the Order. Either party
may update its address with notice to the other party.Trimble may also send general and operational notices to Customer by email
or through the Products, including suspension,collection,and termination notices related to overdue Fees.
15.4 Entire Agreement.This Agreement(which includes the Order, any SOWs, any applicable Supplemental Product Terms, and any
applicable Support Terms)is the parties'entire agreement regarding its subject matter and supersedes any prior or contemporaneous
agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are
to be construed without limitation. The terms in any Customer purchase order, business form, or other similar documents will not
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amend or modify this Agreement and are expressly rejected by Trimble; any of these Customer documents are for administrative
purposes only and have no legal effect.
15.5 Amendments. Except as otherwise provided herein,any amendments, modifications,or supplements to this Agreement must be
in writing and signed by each party's authorized representatives or, as appropriate, agreed through electronic means provided by
Trimble. Documentation and Support Terms are not subject to this Section. Trimble may modify Documentation and Support Terms
to reflect new features or changing practices, but the modifications will not materially decrease Trimble's overall obligations during a
Term.
15.6 Waivers and Severability. Waivers must be in writing signed by the waiving party's authorized representative and cannot be
implied from conduct. Each provision contained in this Agreement constitutes a separate and distinct provision severable from all
other provisions. If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law or is held by
a court of competent jurisdiction or arbitrator to be invalid, void, or unenforceable, then such provision (or part thereof) will be
amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the
intent of the original provision.Any provision (or part thereof)that cannot be so amended will be severed from this Agreement;and,
all the remaining provisions of this Agreement will remain unimpaired.
15.7 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement(except for a failure
to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility
failures, refusal of government license, pandemics, or natural disaster.
15.8 Subcontractors.Trimble may use subcontractors and permit them to exercise Trimble's rights in connection with this Agreement,
including for hosting purposes.Trimble remains responsible for compliance of any such subcontractors with this Agreement and for
its overall performance under this Agreement.
15.9 Independent Contractors.The parties are independent contractors, not agents, partners,or joint venturers.
15.10 Export Restrictions. Customer acknowledges that the Products are subject to export restrictions by the United States
government and import restrictions by certain foreign governments. Customer will not, and will not allow any third party to, remove
or export from the United States or allow the export or re-export of any part of the Products or any direct product thereof: (i) into(or
to a national or resident of)any embargoed or terrorist-supporting country; (ii)to anyone on the U.S.Commerce Department's Table
of Denial Orders or U.S.Treasury Department's list of Specially Designated Nationals; (iii)to any country to which such export or re-
export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or
other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in
violation of any export or import restrictions, Laws of any United States, or foreign agency or authority. Customer warrants that it is
not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.The
Products are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile
technology, or for terrorist activity,without the prior permission of the United States government. Customer will defend, indemnify,
and hold Trimble harmless against any liability(including attorneys'fees)arising out of Customer's failure to comply with the terms of
this Section.Customer's obligations under this Section will survive the termination of this Agreement for any reason whatsoever.
15.11 Anti-Corruption. Each party shall, and shall require that its officers, employees, and agents, (a) comply with all applicable anti-
corruption and anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1997 and the U.K. Bribery Act
2010, each as amended and including any rules or regulations thereunder; (b) not directly or indirectly offer, promise, or give any
person working for or engaged by the other party a financial or other advantage to induce that person to perform improperly a relevant
function or activity or reward that person for improper performance of a relevant function or activity;and (c) not directly or indirectly
request, agree to receive, or accept any financial or other advantage as an inducement or reward for improper performance of a
relevant function or activity in connection with this Agreement.
15.12 Government End-Users. Elements of the Products are commercial computer software. If the user or licensee of the Products is
an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification,
disclosure, or transfer of the Products or any related documentation of any kind, including technical data and manuals, is restricted
by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal
Acquisition Regulation Supplement 227.7202 for military purposes.The Products were developed fully at private expense. All other
use is prohibited.
15.13 No Third-Party Beneficiaries.This Agreement does not confer any rights or remedies upon any third party except to the extent
expressly set forth in this Agreement.
15.14 Governing Law, and Venue. The Agreement is governed exclusively by, and construed and enforced exclusively in accordance
with, the laws of the applicable jurisdiction set forth in Exhibit A under "Governing Law" for the applicable Trimble entity without
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regard to or application of its conflicts of laws provisions and without regard to or application of the United Nations Convention on
the International Sale of Goods.The parties agree that any legal proceeding arising out of or related to this Agreement will be subject
to the sole and exclusive jurisdiction and venue set forth in Exhibit A under "Exclusive Venue/Jurisdiction," to the exclusion of all
others. Each party irrevocably consents and hereby submits to the personal jurisdiction thereof.
15.15 Jury Trial Waiver. If the Agreement is governed by U.S. law, this Section applies. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
INCLUDING ANY EXHIBITS, SCHEDULES,AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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EXHIBIT A
TRIMBLE NOTICE ADDRESS,GOVERNING LAW,AND VENUE/JURISDICTION
Trimble Entity and
Governing Law Exclusive Venue/Jurisdiction
Notice Address*
Trimble Inc.
935 Stewart Drive,
Sunnyvale,CA 94085
United States
AgileAssets Inc.
3001 Bee Caves Rd#200, State of Delaware and United States
Austin,TX 78746 Delaware federal courts located in Wilmington,
Delaware
Azteca Systems, LLC
11075 South State Street Suite 24 Sandy,
UT 84070
e-Builder Inc.
13450 West Sunrise Blvd Suite 600,
Sunrise, FL
Trimble Europe B.V.
Industrieweg 187a,5683 CC, Best,The The Netherlands Courts of Amsterdam
Netherlands
*See additional notice address for Trimble in Section 15.3(Notices).
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EXHIBIT B
DEFINITIONS
"Affiliate" means an entity that,directly or indirectly,owns or controls, is owned or controlled by, or is under common ownership or
control with a party, where "ownership" means the beneficial ownership of 50% or more of an entity's voting equity securities or
other equivalent voting interests, and "control" means the power to direct the management or affairs of an entity.
"Anonymized Data" means any data collected in connection with the Products (including Customer Data) that has been aggregated
and/or de-identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified
from the data when it is shared outside of Trimble or its Affiliates.
"Authorized User" or"User" means any type of user authorized by Customer to access and use the Products on Customer's behalf,
including any additional requirements as set forth in the Order or Supplemental Product Terms.
"Concurrent User" means any type of User authorized by Customer to access and use the Products on Customer's behalf
simultaneously at a given point in time.
"Customer Data" means any information, documents, materials, or other data of any type that is input by or on behalf of Customer
into the Products or that is created or generated by Customer through Customer's use of the Products, including without limitation
information or data that is submitted manually by Authorized Users or through a Third-Party Platform.
"Customer Group" means, if applicable,Customer's business units,Affiliates, or Joint Ventures listed in the Order that are permitted
to authorize Users to use the Products on behalf of those business units,Affiliates,or Joint Ventures.
"Deliverables"shall mean any Trimble deliverables as expressly set forth on a SOW.
"Documentation" means Trimble's then-current usage guidelines and standard technical documentation applicable to the Products.
"High Risk Activities" mean any mission critical, hazardous, strict liability, or other activity(ies) where use or failure of the Products
could lead to death, personal injury,or physical or environmental damage. Examples of High Risk Activities include, but are not limited
to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical
equipment, motor vehicles,autonomous vehicles,air traffic control,emergency services,or weaponry systems. High Risk Activities do
not include utilization of Products for administrative purposes,to store configuration data,engineering and/or configuration tools,or
other non-control applications,the failure of which would not result in death, personal injury, or physical or environmental damage.
These non-controlling applications may communicate with the applications that perform the control, but must not be directly or
indirectly responsible for the control function.
"Joint Venture" means a business arrangement in which Customer and one or more other third parties agree to pool their resources
to accomplish a Project or other commercial enterprise.
"Law(s)"means all applicable local,state,federal,and international laws,regulations,and conventions,including those related to data
privacy and data transfer, international communications,and export of technical or personal data.
"License Keys" means electronic passwords or other enabling mechanisms provided for use with a Product.
"Licensed Software" means the object code form of Trimble's proprietary installed software product, as identified in the relevant
Order. The Licensed Software includes the Documentation, and any maintenance releases of the same Licensed Software product
provided by Trimble to Customer under this Agreement, and optional software component module(s)that provides specific features
and functionality enhancements for the Licensed Software not available in the standard configuration of the Licensed Software.
Licensed Software does not include Third-Party Materials or Third-Party Platforms.
"Named User" means any type of User designated by Customer by name or other identifier to access and use the Products on
Customer's behalf.
"Order" means (a) any ordering documents, proposals, quotations, sales agreement, or similar documents issued by Trimble or
executed by Customer or(b)any Trimble-issued entitlement confirmation or online order acknowledgement.
"Product(s)" means the applicable Licensed Software or Software-as-a-Service offerings listed on an Order, including any platforms,
add-on, integrations,service,or products provided or sold by Trimble with any of the foregoing.
"Professional Services" means any training,enablement,configuration,or other professional consulting services provided by Trimble
related to the Products, as identified in the Order or SOW.
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"Prohibited Data" means any(a)patient, medical,or other protected health information regulated by the Health Insurance Portability
and Accountability Act (as amended and supplemented) ("HIPAA"); (b) credit, debit, or other payment card data subject to the
Payment Card Industry Data Security Standards (PCI DSS); or(c) information subject to regulation or protection under the Children's
Online Privacy Protection Act or Gramm-Leach Bliley Act.
"Software-as-a-Service" means a Trimble proprietary cloud service, any Product available through a software-as-a-service, or other
hosting services deployment model, as identified in the relevant Order and as modified from time to time. This includes
Documentation, but does not include Third-Party Materials or Third-Party Platforms not provided by Trimble.
"Third-Party Materials" means any third-party data,content,or proprietary software.
"Third-Party Platform" means any platform,add-on,service,or product not provided by Trimble that Customer elects to integrate or
enable for use with the Products, including any Trimble-approved Third-Party Platforms that Trimble may host on behalf of Customer.
"Usage Limitations" means Customer's authorized scope of use for the Products as specified in the applicable Order or Supplemental
Product Terms, which may include any user, seat, copy, instance, data storage, CPU, computer, field of use, location, or other
restrictions.
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EXHIBIT C
PROFESSIONAL SERVICE TERMS
1.Statements of Work. If purchased by Customer,Trimble or its authorized service providers will use commercially reasonable efforts
to provide Professional Services to Customer described in an Order or SOW by the delivery dates specified therein, if any, or on a
mutually agreeable schedule.Any changes in scope must be made in writing and approved by authorized representatives of Customer
and Trimble.
2.Customer Materials.Customer agrees to provide Trimble with reasonable access to Customer's technical data,computer programs,
files,documentation,and/or other materials(collectively,"Customer Materials")and to Customer's resources,personnel,equipment,
and facilities to the extent necessary for the performance of Professional Services. Client will be responsible for, and assumes the risk
of any problems resulting from the content, accuracy, completeness, competence, or consistency of Customer Materials or its
personnel.To the extent that Customer does not timely provide the foregoing access required for Trimble to perform the Professional
Services,Trimble shall be excused from performance until such items or access are provided.Subject to the confidentiality provisions
of this Agreement, Customer hereby grants Trimble a limited and revocable right to use the Customer Materials for the purpose of
performing the Professional Services for Customer.Customer owns and will retain ownership(including all intellectual property rights)
in the Customer Materials.
3.Customer Premises.Customer shall provide Trimble with safe access to Customer's premises as reasonably required for Trimble to
perform the Professional Services, if onsite performance of Professional Services is needed and agreed to by Customer. Trimble
personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that
such written rules and regulations are provided to Trimble prior to commencement of the Professional Services.
4.Deliverables.Trimble hereby grants Customer worldwide, royalty-free, non-exclusive license to use the Deliverables for its internal
business purposes in connection with the Products associated with such Deliverables and only for the period of time that Customer
has a license or subscription to such Products. Unless expressly stated otherwise in the applicable SOW,Trimble owns and will retain
ownership (including all intellectual property rights) in and to the Deliverables (excluding any Customer Materials) and any
modifications, improvements, and derivative works thereof(including any such materials to the extent incorporating any Feedback).
If the parties have agreed that Trimble will assign ownership of Deliverables to Customer,the relevant SOW must set forth the terms
and conditions regarding such assignment.
5. Services Warranty.Trimble will perform the Professional Services and deliver the Deliverables as scoped in an Order or SOW in a
professional and workmanlike manner.If notified of a non-conformity within 10 days of delivery of the applicable Professional Services
or Deliverables,and if Customer provides a sufficiently detailed justification to Trimble to allow Trimble to identify the non-confirming
Professional Services or Deliverables, Trimble will, as its sole liability and obligation for failure to provide Professional Services or
Deliverables meeting this warranty, re-perform the non-conforming Professional Services or re-deliver the non-conforming
Deliverables at no additional cost to Customer.
6.Travel Expenses.Trimble will invoice Customerfor reasonable out-of-pocket travel expenses incurred in connection with performing
Professional Services.Expenses may include,but are not limited to,airfare and other transportation,lodging,and incidentals.Expenses
may also include meals reimbursable per a flat per diem rate, available upon request. Expenses will be invoiced monthly as incurred
at Trimble's cost (except per diem), and may be invoiced separately from Fees. For Professional Services performed onsite at
Customer's premises,Trimble may invoice Customer for its consultants' time spent traveling to and from Customer's premises if set
forth in the SOW.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Addendum#2
Supplemental Product Terms
1. Intellectual Property Indemnification.
(a) Indemnification by Trimble.Trimble shall defend Customer from and against any claim of infringement of a U.S. patent, U.S.
copyright, or U.S. trademark asserted against Customer by a third party based upon Customer's use of the Products in
accordance with the terms of this Agreement,and pay any resulting settlement or final judgment. If Customer's use of any of
the Products are, or in Trimble's opinion are likely to be, enjoined due to the type of infringement specified above, or if
required by settlement, Trimble may, in its sole discretion: (a) substitute for the Products substantially functionally similar
programs and documentation; (b) procure for Customer the right to continue using the Products; or if (a) and (b) are
commercially impracticable, (c) terminate the Agreement and refund to Customer the fee paid by Customer as reduced to
reflect a five year straight-line depreciation from the applicable purchase date. The foregoing indemnification obligation of
Trimble will not apply: (1) if the Products are modified by any party other than Trimble; (2)if the Products are combined with
other non-Trimble products, but solely to the extent that the alleged infringement is caused by such combination; (3)to any
unauthorized use of the Products; (4) to any unsupported release of the Products; or (5) to any third-party code, content,
and/or data contained in and/or delivered with the Products.
(b) Indemnification Process.Trimble's indemnification obligations are contingent upon receipt of:(i)prompt notice of such claim
(but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii)the exclusive right to
control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonable necessary
cooperation of Customer.
(c) THIS ADDENDUM #2 OF THE SUPPLEMENTAL PRODUCT TERMS SETS FORTH TRIMBLE'S AND ITS SUPPLIERS' SOLE LIABILITY
AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECTTO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT
AND/OR MISAPPROPRIATION.
2. Roadmap Disclaimer. CUSTOMER AGREES THAT ITS PURCHASES ARE NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE
FUNCTIONALITY OR FEATURES, OR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY TRIMBLE
REGARDING FUTURE FUNCTIONALITY OR FEATURES.
3. Public Entity. To the extent Customer is a public or governmental entity, then the following provisions apply to the extent
applicable:
a. Tax Exemption. If Customer is a tax exempt entity and provides evidence of a tax-exempt certificate prior to
executing this Agreement,then Section 8.4(Taxes)of the Agreement shall be inapplicable.
b. No Indemnification by Customer.Section 12(Indemnification)of the Agreement and the second to last sentence of
Section 15.10(Export Restrictions)of the Agreement shall be inapplicable.
c. Public Records Law. Customer's confidentiality obligations in Section 13 (Confidentiality) of the Agreement may be
subject to applicable public records law.
d. Limited Publicity.The second sentence of Section 14(Publicity)of the Agreement shall be inapplicable.
e. Termination for Convenience. Customer may terminate this Agreement for convenience on not less than sixty(60)
days'written notice to Trimble. If Customer terminates this Agreement under this paragraph,all fees properly due,
but not paid, shall immediately become due and payable. All previously paid fees (both used and unused) for the
current Term shall be non-refundable and forfeited. Furthermore, all earned, but unpaid, fees for Professional
Services must be paid in full before the termination becomes effective.
f. Non-Appropriation of Funds. The Customer's funds for future and ongoing purchases are contingent on the
availability of future appropriations of funds. If funds are not appropriated for any payments due under this
Agreement, the Customer will promptly notify Trimble in writing and the applicable Order will terminate as of the
date of the notice in accordance with paragraph(e)above and the Customer will have no further obligation to make
any payments with respect to the affected Order, provided however that the Customer shall pay for any goods or
services ordered prior to the date of the Customer's notice.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
g. Piggyback. Trimble does business with many government entities whose applicable laws permit them to join an
existing contract between another governmental agency and vendor to acquire goods and services thereunder. In
such circumstances and if allowable by applicable law and contract, Customer expressly agrees to allow the other
governmental agencies to acquire goods and services using this Agreement ("piggyback"), subject to applicable
pricing of the Trimble offerings at the time of the piggyback purchase.
h. Governing Law. Notwithstanding Section 15.14(Governing Law,and Venue)of the Agreement,the Laws of
the jurisdiction required by applicable law shall exclusively govern this Agreement.
4. Post-Termination. Upon expiration or termination of the Agreement, Customer will (i) stop accessing and using affected
Product(s);(ii)clear any client-side data cache derived from use of the Product(s);and(iii)uninstall,remove,and destroy all copies
of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and
execute and deliver evidence of such actions to Trimble. Upon termination of the License and Maintenance Agreement, all
Product licenses granted hereunder terminate as well. For 30 days from the expiration or termination of the Agreement,Trimble
will make Customer Data available to Customer upon request for export or download for the applicable Product. Additional fees
may apply.
5. Consultant or Contractor Access.Trimble grants Customer the right to permit Customer's Third-Party Consultants or Contractors
to use the Products exclusively and solely for Customer's benefit. Customer must comply with terms and provisions of Exhibit A
of Addendum 2 and provide an executed copy to Trimble. Customer shall be solely responsible for compliance by Third-Party
Consultants and Contractors with this Agreement and shall ensure that the Third-Party Consultant or Contractor discontinues
Product use upon completion of work for Customer. Access to or use of Products by Third-Party Consultants or Contractors not
exclusively for Customer's benefit is prohibited.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
EXHIBIT A FOR ADDENDUM Z
THIRD-PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT
If Customer engages any third party or contractor(Third Party)and desires to grant access to use the Products,the access may be
granted subject to the following terms conditions and provisions:
1. Access and use of the Licensed Products by Third Party is solely for Customer's benefit;
2. Third Party(or, if applicable, its employee)shall be considered the Authorized User,and all use shall be in accordance with
the terms and conditions of the Trimble Agreement with Customer;
3. Before accessing the Products,Third Party agrees that(i)the Products shall be used solely in accordance with the terms of
this Agreement,and (ii)Third Party shall be liable to Trimble for any breach by it of this Agreement;
4. Customer hereby agrees and acknowledges that Customer will be responsible for all use by Third Party with respect to the
use of the Products;
S. Upon expiration or termination of this Agreement,the rights of usage of Third Party shall immediately terminated;
6. Use of the Products by Third Party will be governed by the terms of Customer's Agreement with Trimble, and will require
that Customer purchase the appropriate license or access for each user utilized by Third Party;and
7. Customer will ensure that Third-Party agrees to comply with and does comply with the terms of Customer's Trimble
Agreement on the same basis as the terms apply to Customer.
The rights granted under Third-Party Contractor Addendum,do not modify Customer's Agreement with Trimble or increase the
access or licenses granted under this Agreement.Third Party, by their signature below,acknowledges that it has a copy of
Customer's Agreement with Trimble and agrees to the terms herein.Customer shall provide a signed copy of this Agreement to
Trimble at contracts@cityworks.com.
Customer: Clearwater,FL
Third Party(Print):
By:
Third Party/Contractor Authorized Signature
Title:
Date:
Third Party Information:
Address
City,State,Zip
Contact Name
Phone Number
Email
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Addendum#3
Support
Version 1.0
1. Releases
1.1. General. "Release" means an update or upgrade to the Product made available to all customers using that Product that
improves usability or adds functionality,cosmetic changes,or bug fixes.Trimble will use commercially reasonable efforts to
provide prior notice to Customer through the Customer Portal, or other communication channels when Releases are made
generally available to all customers, excluding any non-general Releases or unplanned Releases. Trimble will decide the
contents and timing of all Releases in its sole discretion.
1.2. Software-as-a-Service and Hosted License Software. Trimble will update (i) Software-as-a-Service or (ii) Licensed Software
hosted by Trimble in each case as new Releases become generally available.
1.3. On Premise Licensed Software. For Licensed Software not hosted by Trimble, Customer is responsible for installing all
Releases. Upon Customer's election to install a Release,Customer agrees to cease all use of the prior version of the Licensed
Software and destroy all copies. Releases may require Customer to update third party software, hardware, or operating
systems at Customer's expense.
2. Support
2.1. Generally.
a) Trimble shall use the applicable level of effort to correct or provide a workaround for any reproducible error in the
Product attributable to Trimble commensurate with the severity of the error, as reasonably determined by Trimble in
accordance with Section 2.3 below.
b) For certain Products as set forth in Section 2.2(a) below,Trimble may provide a customer support portal (the "Support
Portal"), which may allow Customer to submit support requests, report issues, view case histories, search the general
knowledge database, and other features,as applicable. In the event of any conflicts between the terms set forth herein
and any set forth in the applicable Support Portal,the terms herein shall govern.
c) For certain Products asset forth in Section 2.2(a)below,Trimble will provide support to Customer only by communication
with the contacts designated by Customer in the Support Portal or otherwise as instructed by Trimble (each, a
"Authorized Support Contact"). Customer may update Authorized Support Contact(s) from time to time as instructed
by Trimble.Trimble may require the Authorized Support Contact(s)to have the relevant technical knowledge regarding
the Products necessary to assist Trimble as needed.
d) Upon identification of any error that cannot be resolved by Customer as first line of support(e.g.,via the Support Portal,
its internal staff, etc.),then Customer(through its Authorized Support Contact(s)) shall promptly notify Trimble of such
error and shall provide Trimble with enough information, assistance, and cooperation to reproduce the error, including
a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating
conditions under which the error occurred or was discovered. Trimble shall not be responsible for correcting any errors
not attributable to Trimble.
e) For certain Products, Trimble may provide additional or different support services or procedures as set forth in the
applicable documentation, support handbook, or other written documentation provided by Trimble, if any (the
"Additional Support Documentation"). If there is any conflict between these support terms and such Additional Support
Documentation with respect to the description of support services or procedures, the provisions of such Additional
Support Documentation will prevail.Trimble may use third-parties to provide support and maintenance services on its
behalf. Customer expressly consents to Trimble permitting such third parties to access Customer information and data
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
to perform the support services.
2.2. Reporting:Availability
a) Support portals and general availability is described below.
Authorized Support
Product Support Portal* Contacts Only?**
AgileAssets https:Hagileassets.com/techsupport Yes
Cityworks https:mycityworks.force.com Yes
e-Builder(non-Fed https://www.e-builder.net/customer-center No
Ramp)
e-Builder Support information available upon request. Yes
(Fed Ramp)
Trimble Water https:Hmytrimblewater.force.com/s/login No
*Additional phone numbers and hours of availability for contacting Trimble with support requests may be listed in the Support
Portal.
2.3. Severity Priority Levels. As soon as reasonably practicable after Customer submits the relevant case information,Trimble will
collect additional information and categorize the issue into one of four classifications as set forth below in good faith. Upon
Customer submission of the case information, Trimble will use commercially reasonable efforts to issue a Response (as
defined below) by the indicated target response goal set forth below.Once the priority level is determined,Trimble will use
the level of effort for resolution described below.
Priority Level* Priority Criteria Target Response Level of Effort for Resolution
Goal**
P1 most urgent and impactful %hour Trimble and Customer will prioritize any
reasonably available resources to
resolve the situation or identify a work
around.
P2 urgent and impactful, but usually %hour Trimble and Customer will prioritize any
has an acceptable temporary reasonably available resources during
workaround standard business hours to resolve the
situation or identify a work around.
P3 important, but not urgent and 4 hrs Trimble and Customer will use generally
impactful available resources during standard
business hours to resolve the situation
or identify a work around.
P4 a low priority, informational,or an 24 hrs Trimble and Customer are willing to use
enhancement request generally available resources during
standard business hours to provide
information or assistance.
*See Priority Matrix and definitions below. The main factors in determining priority level are urgency and impact. Trimble will also
consider in good faith any additional relevant facts and circumstances in consultation with Customer that may result in a mutually
agreed upon change in priority level.
** The use of the term 'hour(s)" refers to business hours based on Trimble's regular business schedule, and excludes nights,
weekends and locally-observed holidays(e.g.,24 hrs equals 3 business days at 8 hrs a day). 'Response"means acknowledgment of the
issue via the creation of a case number. Determination of priority level will occur as soon as practicable thereafter.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Priority matrix
Impact
Widespread Large Localized Individualized
Urgency Critical P1 P1 P2 P2
High P1 P2 P2 P3
Medium P2 P3 P3 P3
Low P4 P4 P4 P4
Definitions
Impact Widespread. More than three quarters of users or devices
Impact is a measure of the number of users, are affected.
sites, or devices affected.
Large. (1) Multiple sites are affected or(2) between one-half
and three-quarters of users or devices are affected.
Localized. (1)A single site is affected or(2) less than one half
of users or devices are affected.
Individualized.A single or a small number of users or
devices are affected.
Urgency Urgency is a measure of the severity of the Critical. Use of Product as a whole or core functionality is
issue on the Customer's operations. stopped with no work around and with severe immediate
impact to the Customer's operations(e.g.,outage).
High. Use of Product as a whole or core functionality is
severely degraded or a work around is available, and with
immediate impact to the Customer's operations.
Medium. Use of Product or any functionality is not working
as expected,and can be addressed through education,
training,work around,work order,or a future
enhancement.
Low.All other requests that are not the above.
2.4. Limitations and Conditions.
(a) Unless otherwise expressly provided by Trimble in writing, Trimble does not support: (i) use of the Product in a
manner other than as authorized in the Agreement; (ii) alterations of the Product by Customer or a third-party; (iii)
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
conversions of Customer's databases to accommodate new hardware or software,(iv)Customer Data debugging or
manipulation, (v) recurring support issues where Customer failed to initiate corrective actions previously
recommended by Trimble or to provide information requested by Trimble, (vi) training, implementation, report
creation,onsite support,customizations(e.g., scripting or integration),or assistance with server migrations are not
included as part of Support, but such services but may be purchased separately, (vii) any Release of the Product
other than the current and an immediately preceding Release unless covered under a separate agreement (this
includes preview, beta,or candidate releases), (viii)Third-party Materials or Third-Party Platforms; (ix)any Products
for which maintenance and/or support fees have not been paid, or (x) any Product where Customer has failed to
meet its obligations with respect to the Agreement, including,without limitation,as set forth below.
(b) Customer must (i) require its personnel to obtain adequate training to operate the Product(s), (ii) if required by
Trimble for the particular Product, designate Authorized Support Contacts who will submit all support cases to
Trimble, (iii) provide internet and/or network access for Trimble when requesting support; and (iv) provide all
information and assistance reasonably requested by Trimble related to the support request.
(c) For Licensed Software not hosted by Trimble,Customer is responsible for(i)securing the server environment, local
network, and system security and protocols, including having staff qualified to assume responsibility for
management administration and support for Customer's hardware,database,and any Third-Party Materials and/or
Third-Party Platforms,(ii)maintaining regular and frequent data backups,and recovering such data if necessary from
backups maintained by Customer, (iii) establishing a secure method of access to Customer's network as well as
maintaining security protocols for Customer's network; and (iv) incorporating Releases and any associated data
migration.
(d) If any Customer support request is subject to any of the foregoing, then Trimble reserves the right to impose support
fees at its then standard commercial time and materials rates for all such services,including pre-approved travel and
per diem expenses to be reimbursed consistent with Customer's policies.Trimble will notify Customer in advance of
incurring any such fees.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Addendum#4
Availability Service Level Agreement; Data Security and Restoration
Version 1.0
1. Availability Service Level Agreement
For any Product that is either(i)Software-as-a-Service or(ii) Licensed Software hosted by Trimble,the following will apply.
1. Target Availability.Trimble will use commercially reasonable efforts to make the Product available with an uptime availability
(time periods during which Customer has general connectivity to the Product) (the"Target Availability")as follows:
Product Target Availability*
Cityworks 99,9/x*
AgileAssets/Pavement Express 99/0
e-Builder 99.95/
Trimble Water-Trimble Unity Work Management/Trimble Unity Remote Monitoring 99.5%
*Target Availability is generally for a calendar month;provided that Cityworks target availability will be calculated
on a quarterly basis.
0. Exclusions.The calculation of uptime will not include unavailability to the extent due to: (a) Customer's use of the Product in a
manner not authorized in the Agreement or Documentation, (b) general Internet problems, force majeure events or other factors
outside of Trimble's reasonable control, including without limitation interruption or failure of telecommunications or digital
transmission links,hostile network attacks,network congestion,denial of service attack,(c)Customer's equipment,software,network
connections or other infrastructure, (d)any acts or omissions of Customer or any third-party that is not a service provider of Trimble,
(e)failure by Customer to pay any applicable fees under the Agreement,or(f)Scheduled Maintenance or emergency maintenance.
0. Scheduled Maintenance. "Scheduled Maintenance" means Trimble's scheduled, routine,or other maintenance which (1)occurs
at such times as may be listed on Trimble's websites or Support Portal, or (2) Trimble notifies Customer with at least two (2) days
advance notice, which can be via the Support Portal, e-mail, or in the Product. Trimble reserves the right to schedule other
maintenance periods on an as needed basis and will notify Customer in advance. Trimble will use commercially reasonable efforts to
perform Scheduled Maintenance during low usage times.
0. Service Credits. If there is a verified failure of the Products to meet Target Availability in a particular month and Customer makes
a request for service credit within thirty (30) days after the end of such month, Customer will be entitled to a credit based on the
monthly fees due for the affected Product in such month ("Service Credit").The Service Credit will be calculated as follows:
Service Credit=Pro Rata Fee *percentage of time that the Product did not meet the Target Availability
The "Pro Rata Fee" means (1)for Target Availability measured monthly, one-twelfth of the total annual fee for the Product
(excluding taxes,etc.),and (2)for Target Availability measured quarterly, one-fourth of the total annual fee for the Product
(excluding taxes, etc). The Service Credit will be calculated to the nearest 30-minute interval.The total Service Credits in a
month may not exceed 20% of the Monthly Fee.
Trimble will apply each Service Credit to Customer's next invoice, provided that Customer's account is fully paid up,without
any outstanding payment issues or disputes.Customer will not receive any refunds for any unused Service Credits.
0. Sole Remedy. Service Credits constitute liquidated damages and are not a penalty. The Service Credits set forth in this Section
are Customer's sole and exclusive remedy for any failure to meet the Target Availability.
0. Data Security and Restoration
1. Software-as-a-Service and Hosted License Software.
1. Trimble or its third-party hosting provider(s) shall use commercially reasonable efforts to establish and
maintain reasonable administrative, physical, and technical safeguards designed to (a) protect the security,
confidentiality, and integrity of Customer Data, (b) protect against anticipated threats or hazards to the security,
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
confidentiality, and integrity of Customer Data; (c) protect against unauthorized access to or use of Customer Data;
and (d) protect against unlawful processing,accidental destruction, or loss of Customer Data.
2. Trimble will use reasonable efforts to restore lost or damaged Customer Data for Products deployed
through Trimble hosting services or as Software-as-a-Service, as described in this paragraph, if the loss or damage
was caused by Trimble. Trimble will consult with Customer and provide information to Customer regarding the
availability of backups and the potential limitations of data restoration. Customer understands that some data loss
may result upon restoration based on the frequency and availability of backups. If Customer Data loss or damage is
not caused by Trimble,Trimble will provide support and technical assistance for data restoration subject to Trimble's
availability and payment of applicable fees at Trimble's then-current hourly rates.
On Premises Licensed Software.Trimble does not provide regular support or technical assistance for the repair or restoration of lost
or damaged Customer Data as part of support for Licensed Software not hosted by Trimble, regardless of the cause.Assistance for
restoration may be available subject to Trimble's availability and payment of applicable fees at Trimble's then-current hourly rates.
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Ccui+grt•
Certificate Of Completion
Envelope Id:6E7A10FC74B94118BFB3B8A628791 B90 Status:Completed
Subject:Complete with DocuSign:2023_09_20 Clearwater FL Cityworks Order Form and Terms of Service (1...
Source Envelope:
Document Pages:26 Signatures: 1 Envelope Originator:
Certificate Pages:4 Initials:0 Sarah Yell
AutoNav: Enabled 13450 W Sunrise Blvd
Envelopeld Stamping: Disabled Suite 600
Time Zone:(UTC-05:00)Eastern Time(US&Canada) Sunrise, FL 33323
sarah_yell@trimble.com
IP Address:24.206.88.124
Record Tracking
Status:Original Holder:Sarah Yell Location:DocuSign
11/16/2023 2:46:37 PM sarah_yell@trimble.com
Signer Events Signature Timestamp
George Mastakas ' by: Sent: 11/16/2023 2:47:16 PM
george_mastakas@trimble.com ED—Signed
,brT. Awfabs Viewed: 11/16/2023 8:10:55 PM
VP L IGovernmentn ilii 5DA74n41scno4sc.. i n : 11/16/2023 :11: 2 PM
Local a d Ut t es S g ed 8 0
Azteca Systems Holdings, LLC
Signature Adoption:Pre-selected Style
Security Level: Email,Account Authentication
(None) Using IP Address:73.63.47.102
Electronic Record and Signature Disclosure:
Accepted: 11/16/2023 8:10:55 PM
ID:94d38e25-46f5-4a1e-aObb-b70e78f699c0
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/16/2023 2:47:16 PM
Certified Delivered Security Checked 11/16/2023 8:10:55 PM
Signing Complete Security Checked 11/16/2023 8:11:02 PM
Completed Security Checked 11/16/2023 8:11:02 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718 3 PM
Parties agreed to:George Mastakas
CONSUMER DISCLOSURE
From time to time, E-Builder (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for
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elect to create a DocuSign signer account, you may access them for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
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procedure described below.
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If you decide to receive notices and disclosures from us electronically, you may at any time
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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the paper mail delivery system. If you do not agree with this process, please let us know as
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consequences of your electing not to receive delivery of the notices and disclosures
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
electronically from us.
How to contact E-Builder:
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to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to:jcaza@e-builder.net
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000uoignEnvelope m: p7a7oozx-6Axs-4pza-8rnoenseeonxrr10
� ���e���y��emmm L��-�U�y�o��m Quote Number Q-31970-7Cityworks � 1|U7� S �atc St. Su�e�4 | 5an�y'UT84870 Croob*d Date9/25/2023 8Ql-52�,-27,",,1 | Fax#8Ol 2 3-""734 Expiration Date 12/20/2023
Contact Information
Contact Name: Prepared By JooRubiooh
Name:
Customer: Clearwater(FL). City of Prepared By (8O1)523-2751
Phone:
Contact Address: 100 S. Myrtle Ave
C|aanwater. FL
3375
Quote Lines
Product Name Quantity/ Net Unit Price
Population
AMS ELA Cityworks Online Premium 1.00 USID 125,000-00
Sandbox 1.00 USID 5,000.00
TOTAL: USID 130,000.00
Notes
Year Dollar Value USD 130,000.00 Year Date Range 11/01/2O23' 10/J1/2O24
Year 2 Dollar Value USD 130,00000 Year 2 Date Range 11/01/2024- 10/31/2025
Year 3Dollar Value USD 130,000.00 Year 3Date Range 11/01/2025' 10/31/2020
Notes:
Server AMS Premium Cityworks Online Enterprise License Agreement(ELA), Includes the Identified Products for up to 125 Named
Logino:
Respond
Mobile Native Apps(for iOS/Amdmid)
Office (limited use for Admin and Reporting only)
—|ndudonthe following Add'ono:
Storeroom
Equipment Checkout
Contracts
Cityworkafor Excel
CitywodkaAnalytics AMS
eURL(Enterprise URL)
Operational Insights
Workload
Web Hooks
OpXPnojocts
OpXContnects
OpXBudgots
1 Sandbox
Use of Cityworks AMS Application Programming Interfaces(APIs)with commercially available Cityworks-centric applications that are
licensed and maintained byauthorized Citywwrkapartners
Use of Cityworks AMS Application Programming Interfaces(APIs)with third party system integrations
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
Annual fee herein is based on 100,001 - 150,000 population range
Cityworks Online(CWOL)—is a Cityworks Online hosted services subscription for the right to access and use the Online Services
for the products identified hereinabove. CWOL is a highly scalable hosted services product offering. It is hosted on Azteca Systems'
servers and completely scaled, managed, updated, backed up, and maintained by Azteca Systems. Because Azteca Systems controls
the update schedule, users are not responsible for upgrading, managing, or patching the system themselves.
This award was made based off Azteca System's award from Pinellas County, Contract Number 156-0399A
Terms and Conditions
Payment Terms
Payment due within 30 days
IF YOUR ORGANIZATION REQUIRES A PURCHASE ORDER,PLEASE CONTACT YOUR FINANCE DEPARTMENT TO BEGIN THE APPROVAL
PROCESS TO AVOID PAYMENT DELAYS.
All quotations are valid for ninety-days(90)from the date above, unless otherwise stated in this quotation form.All prices quoted are in
USD, unless specifically provided otherwise, above. These prices and terms are valid only for items purchased for use and delivery for
the Customers listed above.
Unless otherwise referenced,this quotation is for the Cityworks software products referenced above only. Pricing for implementation
services(installation, configuration,training, etc.), or other software applications is provided separately and upon request.
The procurement, installation and administration of the Esri software or any other third-party software utilized in conjunction with
Cityworks will be the responsibility of the Customer.
For"on-prem"installations, the procurement, installation and administration of the RDBMS utilized in conjunction with Cityworks
will be the responsibility of the Customer. Currently, Cityworks supports Oracle and SQL Server.The procurement, installation and
administration of the infrastructure
(hardware and networking) utilized in conjunction with Cityworks will be the responsibility of the Customer.
This quotation and the pricing information herein is confidential and proprietary and may not be copied or released other than for the
express purpose of the current system Software and Product selection and purchase. This information may not be given to outside
parties or used for any other purpose without written consent from Azteca Systems, LLC or unless otherwise specifically permitted by
law. If a"public access"or similar request is made, Customer, shall notify Azteca Systems, prior to any disclosure.
Software Licensing
All Azteca Systems software offered in this quotation are commercial off-the-shelf(COTS)software developed at private expense, and
is subject to the terms and conditions of the signed "Cityworks Software License and Maintenance Agreement"("Agreement")and any
and all addendums or amendments thereto.A fully executed copy of the Agreement and any addendum(s) is required before delivery
and installation and usage of the software is subject to the terms of the current license agreement.
The terms and conditions of the executed Cityworks Software License Agreement apply to this Quote unless otherwise specifically
stated herein.Any additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents
exchanged during the ordering process, other than product descriptions, quantities, pricing, and dates are void and of no effect.
Delivery method is by way of download through Azteca Systems, LLC. customer support web portal.
Taxes
Prices quoted do not include any applicable state,sales, local, or use taxes unless so stated. In preparing your budget and/or Purchase
Order, please allow for any applicable taxes, including, sales, state, local or use taxes as necessary.Azteca Systems reserves the
right to collect any applicable sales, use or other taxes tax assessed by or as required by law. Azteca Systems reserves the right to
add any applicable tax to the invoice, unless proof with the order is shown that your organization or entity is tax exempt or if it pays any
applicable tax directly.
International Customers
These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the
ultimate consignee or end-user(s) herein identified. They may not be resold,transferred, or otherwise disposed of,to any other country
DocuSign Envelope ID: F7B78C2A-6AA5-4F23-8736-E859E83A7718
or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into
other items,without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
Azteca Systems, LLC-Cityworks 111075 South State Street Suite 24,Sandy, UT 84070 1 Corporate Main 801-523-2751 1 Corporate Fax 801-523-3734