2. Existing TIBCO Software License and Services Agreement — Anaheim City Council, November 7, 2023

P) JTIBCO ORIGINAL
The Power of Now- L,. Ge. 6235
Software License and Services Agreement — Contract No. USLSA_1260 This SoftwareLicenseand ServicesAgreementis madeby TIBCOSoftwareInc. ( "Licensor") and the CITY OF ANAHEIM, a California municipal corporation ( " Licensee "). The SoftwareLicenseand ServicesAgreement, togetherwith an OrderForm, andany termswhichare incorporatedby writtenreferencein anyof the foregoing (includingwritten reference to information contained in a URL or referenced policy) are collectively called this " Agreement ". Capitalized terms used in this Agreement and not otherwise defined in this Agreement, are, as of the Order Form Effective Date defined at http: / /www. tibco.com/ software /productdefinitions.lsp, except that, as appliedto an Order Form at the time of signing, the definitionscontainedthereinshallnot be amended. LicenseemayplaceordersunderthisAgreementby submittingseparateOrderForm(s). EachOrderFormshallincorporatetheprovisionsofthisAgreement. Intheeventof anyconflictbetweenthetermsofthisAgreementandofanOrderForm, thetermsoftheOrderFormshallprevail.

1. License http: / /www. tibco.com / services /support/ default.is 2-

1.1 Licensor hereby grants to Licensee a limited,
non - transferable, non - exclusive, license to use 5. Consulting Services the Number of Units set forth in the Order Form
solely for Licensee's internal business use. 5.1 Licenseemay procure installation, configuration, training or other consulting or support services

1.2 The term of each license for the Licensor Consulting Services ") in an Order Form, a Software shall be either perpetual or limited as purchase order or a work order executive by set forth in an Order Form. If licensed for a both parties ( "Work Order"). Licensor will use limited term, on expiration Licensee must cease commercially reasonable efforts to perform such using and return or destroy all copies of the ConsultingServices. Unlessotherwiseexpressly Licensor Software. agreed in an Order Form, all Consulting Services shall be: (a) performed on a time and

1. 3 Licensor Software shall be delivered materials basis ( " T &M "), with meals, lodging, electronically and delivery deemed complete travel and other reasonably necessary out of- when, after 1 business day after Licensor pocket expenses ( " Expenses ") invoiced in Software is made available to Licensee, addition to T &M fees, (b) deemed accepted Licensee has not notified Licensor by contacting upon delivery, and (c) incorporate the Work the alias download - admin @tibco.com that Order Terms defined at Licensee was unable to access Licensor http: / /www. tibco.com / resources / company / custo Software. mer- relations / work- order - terms.pdf.

2. Intentionally Omitted 5. 2 Licensor hereby grants Licensee a nonexclusive license to use the Materials (and a reasonable

3. Evaluation License number of copies thereof) solely for Licensee's internal operations in conjunction with
Licensee's use of the Licensor Software.

3.1 If Licensor Software is being provided for Materials obtained during Licensee's attendancedemonstration or evaluation purposes, Licensee at Licensor Education programs, unless agrees: ( a) to use the Licensor Software solely otherwise agreed in an Order Form, are limitedfor such purpose; ( b) that the Licensor Software to the one copy received by each attendee. will not be used or deployed in a production or
development environment; ( c) that the Licensor 5. 3 In the event Licenseeis purchasingone or moreSoftware is provided AS IS" without training course licenses as set forth in an OrderMaintenance or any warranties; and d) Form, the content of each such training coursetermination of an evaluation shall be as specified shall constitute Materials for the purpose of thisin the section entitled Termination.

Agreement. Subject to Licensee's payment of
fees due, Licensor hereby grants to Licensee a3. 2 The term of each evaluation shall be thirty (30) limited, non - transferable, non - exclusive, licensedays from the Order Form Effective Date, unless to use, modify, translate, create derivativeotherwise set forth in an Order Form. works, reproduceand distribute Materials solely
for Licensee's internal business use, provided

4. Maintenance that the copyright notice and other legends of ownershipare reproducedon each copy of such

4.1 Maintenance, if ordered, is provided under the Materials (in whole or in part). All whole or policies set forth in the Maintenance Program partial copies of the Materials in any form shall located at be subject to the same terms as the original copy. The term of each license and level of

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The Power of Now
annual Maintenance for the Materials shall be as primary to, and not contribute with, any set forth in the Order Form. insurance or self- insurance maintained by the City of Anaheim."

5. 4 Insurance.

The City of Anaheim, its officers, agents,
It is agreed that Licensor shall secure, prior to employees, representatives and City of commencing any Consulting Services under this Anaheim- designated volunteers are added as Agreement, and maintain, during the term of additional insureds under the General Liability such Consulting Services, insurance coverage coverage as respects the acts, omissions, as follows: operations and activities of, or on behalf of, the named insured, in regard to products supplied to,
i) Workers' Compensation Insurance as or work or services performed for, or related to, required by California law and Employers the City of Anaheim." Liability Insurance in an amount not less
Prior to commencing any Consulting Servicesthan $1, 000,000 per occurrence. under this Agreement, Licensor shall deliver to
ii) Commercial General Liability Insurance, Licensee insurance certificates confirming the including coverage for Premises and existence of the insurance required under this Operations, Contractual Liability, Personal Agreement, and including the applicable clauses Injury Liability, and Products / Completed referenced above. Also, within thirty (30) days Operations Liability, in an amount not less after beginning the Consulting Services, Licensor than $ 1, 000,000 per occurrence, $ 2, 000,000 shall provide Licensee (i) endorsements to the annual aggregate, written on an occurrence insurance policies which add to these policies form. Such insurance shall be written on a the applicable clauses referenced above, or (ii) in primary basis, without a self- insured lieu of said endorsements, documentation retention, but may include a deductible of acceptable to Licensee evidencing that the not more than $ 10, 000 per occurrence, coverage, terms, and conditions set forth in the provided that such deductible is disclosed to above - referenced clauses are otherwise included ANAHEIM, in writing, at the inception of this in said insurance policies. Insurance required Agreement. hereunder shall be placed with insurers ( i) possessing an A. M. Best's rating of A VII or
iii) Comprehensive Automobile Liability higher, or (ii) otherwise acceptable to Licensee, Coverage including —as applicable— owned, with prior written permission from Licensee. In non - owned, and hired autos, in an amount the event that a claim or other legal action is filed not less than $ 1, 000,000 per occurrence, against Licensee, and if Licensee, in its good combined single limit, as required by faith opinion, believes it may have coverage California law. related to such required insurance then Licensee shall notify Licensor in writing of such
iv) Professional Liability Insurance in an claim within 10 (ten) business days of Licensee amount not less than $ 1, 000,000 per receiving such claim. occurrence.

In addition to other remedies Licensee may have
Each insurance policy required by this if Licensor fails to provide or maintain any Agreement shall contain the following clause or insurance policies or policy endorsements to the shall otherwise provide for the following extent and within the time herein required, conditions: Licensee may, at its sole option:

This insurance shall not be cancelled until after Order Licensor to stop the Consulting Services, thirty ( 30) days prior written notice has been by providing written notice to Licensor, being given to the City Clerk, City of Anaheim, 200 S. provided under this Agreement and may withhold Anaheim Blvd., Anaheim, CA 92805, except in any payment(s) owed to Licensor for work the event of cancellation for non- payment of performed after Licensor receives such notice to premium which shall provide for not less than ten stop the Consulting Services and up to the date 10) days notice." the Consulting Services are resumed upon Licensor's compliance with the insurance
Each insurance policy required by this requirements. Consulting Services may not be Agreement, excepting policies for Professional resumed until after Licensor demonstrates Liability and Workers' Compensation, shall compliance with the requirements hereof. Upon contain the following clauses or shall otherwise compliance, any withheld payments shall be provide for the following conditions: immediately paid by Licensee if past due or if not yet past due, paid within the payment terms of
It is agreed that any insurance maintained by this Agreement.

Licensor pursuant to this Agreement shall be

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The Power of Now
Terminate the Consulting Services. hosting, application integration, application service provider -type services, or for any similarExercise of any of the above remedies, however, services; ( f) use the Licensor Software in is an alternative to other remedies Licensee may connection with any ultra hazardousactivity, orhave and is not the exclusive remedy for any other activity for which its failuremight resultLicensor's failure to maintain insurance or secure in serious property damage, or death or serious
appropriate endorsements. bodily injury; and (g) modify, translate, reverse engineer, decrypt, decompile, disassemble,
Nothing herein contained shall be construed as
create derivative works based on, or otherwise
limiting in any way the extent to which Licensor attempt to discover the Licensor Software may be held responsible for payments of source code or underlying ideas, techniquesordamages to persons or property resulting from algorithms. Licensee may engage in suchLicensor's, or Licensor's conduct as is necessary to ensure thecontractors / subcontractor, if any) performance of interoperability of the Licensor Software asthe Consulting Services covered under this required by law, provided that prior toAgreement. commencing any de- compilation or reverse engineering, Licensee will observe strictIn the event Licensor hires other persons or firms obligations of confidentiality, providing Licensorto perform some of the Consulting Services reasonable advance written notice and the related to this Agreement, Licensor shall ensure opportunity to assist with or conduct such i) that the acts or omissions of such persons or activity on Licensee's behalf and at Licensee's firms are covered under the above - referenced expense. liability insurance, or (ii) that such firms maintain
insurance equal to or better than, and subject to 7, Extraordinary Corporate Eventsthe same limits, terms and conditions as the insurance required of Licensor under this

7. 1 To the extent Licensee or its successors orAgreement ( except for firms which are not performing Consulting Services — such firms shall assigns enters into an ExtraordinaryCorporate not be required to carry the above - referenced Event after the Order Form Effective Date, this professional liability insurance). Agreement, as amended, shall not apply to those additional users, divisions or entities,
which were added to Licensee's organizationasLicensee's Risk Manager is hereby authorized to a result of the Extraordinary Corporate Eventreduce the requirements set forth herein in the until those additional users, divisions or entities event he determines that such reduction is in are added to this Agreementby way of a writtenLicensee's best interest. amendment signed by duly authorized officers of Licensor and Licensee.

6. Scope

8. Fees

6.1 The scope of the licenses granted under this
Agreement does not permit Licensee to ( directly 8.1 Licenseeshallpaythefeesandrelatedcharges or indirectly, in whole or in part): (a) make more
set forth in an Order Form, and for any othercopies of the Licensor Software than the amounts coming due hereafter, net forty -fivespecified Number of Units ( except for a 45) days from Licensor's invoice. reasonable number of copies for archival and
disaster recovery purposes) or use any 8. 2 A service charge of one and one -half percentunlicensed versions of the Licensor Software; per month (or such lower amount as permittedb) use any Licensor Software which is not listed by applicable law) will be applied to all invoicesin an Order Form even if such unlicensed that are not paidon time. Licenseeagreestosoftware is made available to Licensee as part pay all sales, use, value- added, goods andof Licensor's general delivery mechanisms; ( c) services, consumption, withholding, excise andprovide access to the Licensor Software to any othersimilartaxesor governmentcharges,anyone other than Licensee's employees, exclusive of Licensor's income taxes. contractors, or consultants who have agreed in
writing to be bound by terms at least as

8. 3 To receive Maintenance as provided byprotective of Licensor as those in this Licensor, all programsmustbeproperlylicensedAgreement ( " Authorized Users "); ( d) sublicense, distribute or pledge the Licensor Software or any and annual Maintenancefees paid. Licensor is of the rights herein; e) lease, rent or not obligated to continue providingMaintenance commercially share ( including time- share) or if annualMaintenancefeeshavenotbeenpaid. otherwise use the Licensor Software for
purposes of providing a service bureau,
including, withoutlimitation, providingthird -party

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9. Limited Warranties LICENSOR SOFTWARE, OR B)

ALTERNATIVELY, IN THE CASE OF

9.1 Licensor hereby warrants that for ninety (90) INDEMNITY, PROCURE FOR Licensee THE days following initial delivery, as set forth in RIGHT TO CONTINUE TO USE THE Section 1. 3 above, to Licensee of the Licensor AFFECTED LICENSOR SOFTWARE. IF THE Software set forth in an Order Form, the FOREGOING REMEDIES ARE NOT Licensor Software as delivered, under normal COMMERCIALLY REASONABLE (IN THE use on the Platform for which it is intended, will REASONABLE OPINION OF LICENSOR), perform all material functions described in its LICENSOR MAY CANCEL THIS AGREEMENT Documentation. AND REFUND TO LICENSEE THE LICENSE

FEES AND ANY UNEARNED PRE -PAID

9. 2 To the best of Licensor's knowledge, after MAINTENANCE FEES PAID TO LICENSOR

BY LICENSEE FOR THE AFFECTED
employing reasonable technical means to detect LICENSOR SOFTWARE. computer viruses, the Licensor Software when
delivered by Licensor, does not contain any

12. Disclaimersvirus, computer code, routines or devices (other than as set forth in the Documentation) designed
to disable, damage, impair, or erase the 12.1 THE LICENSOR SOFTWARE, MAINTENANCE Licensor Software or other software or data. AND CONSULTING SERVICES ARE PROVIDED AS IS ", AND ALL OTHER

9. 3 Licensor has the right to grant the licenses and EXPRESS OR IMPLIED CONDITIONS, other rights set forth herein. REPRESENTATIONS, AND WARRANTIES

INCLUDING, WITHOUT LIMITATION, ANY

10. Indemnity

IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE EVEN IF

10.1 Licensor hereby agrees at its own expense to INFORMED OF SUCH PURPOSE),defend or, at its option, settle, any claim or

INFRINGEMENT, OR ARISING FROM A
action brought against Licensee to the extent it COURSE OF DEALING, USAGE, OR TRADEis based on a claim that Licensor Software as

PRACTICE, ARE HEREBY DISCLAIMED TO
initially delivered and as subsequently updated THE EXTENT ALLOWED BY APPLICABLE or revised by Licensor, used in accordance with LAW. NO WARRANTY IS MADE THAT THE this Agreement, infringes any patent, copyright, LICENSOR SOFTWARE FUNCTIONALITY OR or any trade secret of a third party. Furthermore, MAINTENANCE OR CONSULTING SERVICES Licensor will indemnify and hold Licensee WILL MEET LICENSEE REQUIREMENTS, ORharmless from and against any damages, costs THAT THE OPERATION OF ANY OF THE and fees reasonably incurred including FOREGOING WILL BE UNINTERRUPTED OR reasonable attorneys' fees) that are attributable ERROR - FREE. to such claim or action and which are assessed
against Licensee in a final judgment ( the " IP

12.2 CERTAIN THIRD PARTY SOFTWARE MAYIndemnity "). Licensor's obligations to defend, BE PROVIDED BY LICENSOR ALONG WITHsettle or indemnify Licensee are subject to CERTAIN LICENSOR SOFTWARE SOLELYLicensee promptly notifying Licensor in writing of AS AN ACCOMMODATION. THIS THIRDsuch claim; Licensor having the exclusive right PARTY SOFTWARE IS PROVIDED " AS IS ".to control such defense and /or settlement; and LICENSEE MAY CHOOSE NOT TO USELicensee providing reasonable assistance ( at THIRD PARTY SOFTWARE PROVIDED ASLicensor's expense) in the defense thereof. In no AN ACCOMMODATION.
event shall Licensee settle any claim, action or
proceeding without Licensor's prior written
approval. 13. Exclusions

11. Remedies 13.1 LICENSOR SHALL NOT BE LIABLE TO THE

EXTENT ANY CLAIM REGARDING

11.1 IN THE EVENT OF A BREACH OF A LIMITED LICENSEE'S USE OF THE LICENSOR'S WARRANTY UNDER SECTION 9 OR AN

SOFTWARE IS BASED UPON OR
INDEMNIFICATION OBLIGATION ARISES ATTRIBUTABLE TO: (A) MODIFICATIONS UNDER SECTION 10, LICENSOR'S LIABILITY MADE BY LICENSEE TO THE LICENSOR IN ADDITION TO THE IP INDEMNITY) AND SOFTWARE, OR PORTIONS THEREOF; (B)

LICENSEE'S SOLE AND EXCLUSIVE SUCH CLAIM WOULD HAVE BEEN AVOIDED

REMEDY SHALL BE FOR LICENSOR AT ITS BY USE OF THE THEN - CURRENT RELEASE OWN EXPENSE, TO EITHER ( A) REPAIR, OF THE LICENSOR SOFTWARE; OR (C)

REPLACE OR MODIFY THE AFFECTED

LICENSEES CONTINUED ALLEGEDLY

INFRINGING ACTIVITY AFTER BEING

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PROVIDED WITH MODIFICATIONS THAT of this Agreement, the Licensor Software, WOULD HAVE AVOIDED THE ALLEGED Materials, individual contact information INFRINGEMENT. provided by either party or related performance test results derived by Licensee and Licensee's

14. Limitation of Liability Protected Data and Output. Each party agrees to protect Confidential Information in the same

14.1 EXCEPT FOR A BREACH OF manner as it protects its own (but using no less CONFIDENTIALITY, INFRINGEMENT OR than a reasonable degree of protection) MISAPPROPRIATION OF THE OTHER Confidential Information and shall only disclose PARTY'S INTELLECTUAL PROPERTY Confidential Information to those with a need to RIGHTS, DAMAGES FOR BODILY INJURY, know that information, who have agreed in DEATH, DAMAGE TO REAL OR TANGIBLE writing to be bound by terms at least as PERSONAL PROPERTY OR INTENTIONAL protective as those contained in this Agreement.

OR GROSS NEGLIGENCE ( THE " EXCLUDED Information will not be deemed Confidential MATTERS "), IN NO EVENT WILL EITHER Information if (a) available to the public other PARTY HERETO BE LIABLE FOR ANY LOST than by a breach of a confidentiality obligation, DATA, LOST REVENUE, LOST PROFITS, b) rightfully received from a third party not in DAMAGE TO REPUTATION, BUSINESS breach of a confidentiality obligation, c) INTERRUPTION, OR ANY INDIRECT, independently developed by one party without INCIDENTAL, CONSEQUENTIAL, SPECIAL, use of the Confidential Information of the other; PUNITIVE, EXEMPLARY OR ANY SIMILAR d) known to the recipient at the time of TYPE OF DAMAGES ARISING OUT OF OR IN disclosure other than under a separate ANY WAY RELATED TO THIS AGREEMENT, confidentiality obligation); or (e) produced in THE USE OR THE INABILITY TO USE THE compliance with applicable law or court order, LICENSOR SOFTWARE, OR THE PROVISION provided the other party is given reasonable OF ANY MAINTENANCE OR CONSULTING advance notice of the obligation to produce SERVICES, EVEN IF ADVISED OF THE Confidential Information. Each party agrees to POSSIBILITY OF SUCH DAMAGES. indemnifythe other for any damages (including reasonable expenses) the other may sustain
resulting from the unauthorized use and /or14.2 EXCEPT FOR THE EXCLUDED MATTERS, IN disclosure of the other's Confidential Information

NO EVENT SHALL EITHER PARTY'S TOTAL
and that money damages would not be aLIABILITY TO THE OTHER FOR ALL CLAIMS sufficient remedy for a breach of confidentiality.ARISING OUT OF OR AS A RESULT OF THIS The partiesshall be entitledto seek injunctiveorAGREEMENT EXCEED THE GREATER OF other equitable relief without the necessity of1, 000,000 USD OR THE FEES PAID BY posting a bond even if otherwise normallyLICENSEE TO LICENSOR UNDER THIS required. Such injunctive or equitable relief shallAGREEMENT. not be the exclusive remedy for any breach of
confidentiality, but shall be in addition to all other

15. Proprietary Notices rightsand remediesavailableat lawor in equity.

15.1 Licensor Software, Documentation and Materials 16.2 To the extent Licensor is exposed to individual are proprietary to Licensor and protected by personal data during the provision of services, applicable U. S. and international patent, which is subject to applicable data protection copyright, trademark and trade secret laws. laws and /or regulations ( " Protected Data "), Licensor and its licensors shall retain ownership Licensor agrees to treat such Protected Data in in the Licensor Software, Documentation and accordance with the Customer Privacy and Materials, all derivatives thereof ( in whole or Security Statement set forth at part), and any intellectual property or other rights http: / /www. tibco.com / customer privacy security embodied therein. All proprietary notices statement's() ( the " Statement "). The policies incorporated in or affixed to any Licensor and procedures set forth in the Statement as Software, Documentation or Materials shall be well as those set forth in the Data Protection duplicated by Licensee on all copies of the Policy Statement at Licensor Software, Documentation, or Material, http: / /www. tibco.com / resources / data protection as applicable, and shall not be altered, removed statement.pdf are in place to ensure the or obliterated. protection, integrity, and confidentiality of any Protected Data in addition to Licensor's standard

16. Confidentiality obligations to safeguard Confidential Information.

16.1 Confidential Information means any information
disclosed by either party, whether or not 16.3 Confidential Information shall remain the sole marked, including, without limitation, the terms property of the disclosing party, and each party acknowledges and agrees that it does not

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The Power of Now
acquire any rights therein. Use by a recipient of Agreement and fails to cure such breach within Confidential Information for the purposes the thirty (30) days; (b) an evaluation Order contemplated under this Agreement, including, Form upon five (5) days prior written notice; (c) but not limited to, any configuration or use by Maintenance, upon prior written notice at least Licensee of the Licensor Software or Materials, sixty (60) days prior to the end of any annual shall not affect or diminish the disclosing party's Maintenance period; or (d) an Order Form for rights, title and interest in and to Confidential ConsultingServices, uponfifteen (15) days prior Information. written notice by Licensee or thirty (30) days prior written notice by Licensor.

16.4 Licensor may use any individual contact
information provided to it by Licensee and its' 19.2 This Agreement and all Order Forms shall employees, contractors or consultants for automatically terminate if: (a) either party files support, product information and other business for bankruptcy, or otherwise goes into to business communications in connection with receivership, becomes insolvent or makes an this Agreement. Licensee shall direct individuals assignment for the benefit of creditors. who elect to "opt -out" of such notifications to
Licensor's Unsubscribe page. 19.3 Terminationof this Agreement, any Licensor Software license or lease, or any Order Form

17. Export shall not limit either party from pursuing other remedies available to it, including injunctive

17.1 Licensor Software, Documentation, Materials relief, nor shall such termination relieve and related technical data, are subject to U. S. Licensee of its obligation to pay all fees that export control laws, including without limitation have accrued or are otherwise owed by the U. S. Export Administration Act and its Licensee under this Agreement. Termination of associated regulations and may be subject to an Order Form or Maintenance shall not export or import regulations of other countries. terminate this Agreement.

Licensee hereby agrees that it will not export or
re -export the Licensor Software, Documentation 19.4 If a license granted to Licensee under this and Materials in any form in violation of any Agreement terminates, or upon expiration of a applicable export or import laws of any term limited license, Licensee shall (a) cease jurisdiction. using the applicable Licensor Software,
Documentation, and related Confidential

18. Government Use Information of Licensor, and (b) return or notify Licensor in writing within thirty (30) days after

18.1 If the Licensor Software, Materials and any termination that Licensee has destroyed the Licensor services are being or have been Licensor Software, Documentation, related acquired with U. S. Federal Government funds, Confidential Information of Licensor, and all or Licensee is an agency, department, or other copies thereof, whether or not modified or entity of the United States Government merged into other materials.

Government "), the use, duplication,
reproduction, release, modification, disclosure or 19.5 Except as set forth in this "Termination" or in the transfer of the Licensor Software, or any related Remedies" section, all fees paid under or in documentation of any kind, including technical connection with this Agreement are non - data, manuals or Materials, is restricted in refundable and no right of set off exists. The accordance with Federal Acquisition Regulation parties' rights and obligations under this section

12. 212 for civilian agencies and Defense and sections entitled Fees ", Limited Federal Acquisition Regulation Supplement Warranties ", Indemnity ", Remedies ", 227. 7202 for military agencies. The Licensor Disclaimers ", Exclusions ", Limitation of Software, Materials and any Licensor services Liability ", "Proprietary Notices ", "Confidentiality ", are COMMERCIAL ITEMS AS DEFINED BY and " General ", shall survive the expiration or THE FEDERAL ACQUISITION REGULATION. earlier termination of this Agreement.

Useof the LicensorSoftwareand Materialsby
the Government is further restricted according to 20. Entire Agreement the terms of this Agreement and any
amendment hereto. 20.1 This Agreement constitutes the complete and exclusivestatementof the parties' agreementas19. Termination it relates to the subject matter and supersedes
all prior and contemporaneous proposals,

19.1 Either party may terminate: ( a) an Order Form representations, statements, negotiations and upon thirty (30) days prior written notice if the undertakings relating to the same. Neither the other party breaches a material provision of this rightto usethe LicensorSoftwaregrantedin this Agreement nor the obligationto pay the license

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fees set forth in an Order Form are dependent UNENFORCEABLE UNDER APPLICABLE upon the performance by any party of any LAW, INCLUDING, BUT NOT LIMITED TO, Consulting Services or the supply of any other ANY LIMITATION OF LIABILITY, THE software program or product. No terms and VALIDITY, LEGALITY AND ENFORCEABILITY conditions of any purchase order ( other than the OF THE REMAINING PROVISIONS SHALL IN software product name, quantity, Unit and NO WAY BE AFFECTED OR IMPAIRED License Type, level of Maintenance, description THEREBY. of Consulting Services and fees due in
connection therewith), shall modify the terms

21.7 All notices related to this Agreement shall be inand conditions of this Agreement, or add any writing. Notices will be effective if dispatched byadditional or inconsistent terms for any reason facsimile; or electronic mail; by hand; reliable
or purpose whatsoever, regardless of any ovemight delivery service or first - class, pre -paidstatement in a purchase order to the contrary. A mail if sent to the contract address for the purchase order is any purchase order or similar intended recipient set forth in the Order Form. Adocument issued by Licensee ( other than an copy of any notice of default, breach orOrder Form) requesting Licensor Software or termination shall also being sent to that party's
any Licensor services. General Counsel.

21. General

21.8 The losing party shall pay all reasonablecosts,
including, without limitation attorney's fees,

21.1 This Agreement may not be modified or altered incurred by the prevailing party in any action except by written instrument duly executed by brought to enforce the prevailing party's rights both parties, except for an Order Form, which if under this Agreement. issued in accordance with this Agreement shall
be binding when executed by the party to be 21.9 The parties shall maintain full and accuratebound. records with respect to all matters covered
under this Agreement for a period of three years

21.2 No waiver by either party of any breach of any after the expiration or termination of this provision of this Agreement shall be construed Agreement. The parties shall have the right to as a waiver of that or any other provision on any access and examine each other's records, other occasion. without charge, but at their sole expense, during normal business hours and upon 30 days prior

21.3 Dates or times by which one party is required to written notice. The parties shall further have the perform under this Agreement shall be right to audit such records, to make transcripts postponed automatically for so long as that party therefrom and to inspect all Licensor Software, is prevented from performing by any act of or program data, documents, proceedings, and failure to act by, the other party. activities with respect to this Agreement.

21.4 No delay or default in performance of any 21.10 The Agreementshall not be interpretedto create obligation by either party ( except payment an agency or consignment relationship, and obligations), shall constitute a breach of this neither party is a partner, employee, agent or Agreement to the extent caused by force joint venture partner of, or with, the other. majeure or any other cause which is beyond its
reasonable control, including, but not limited to, 21. 11 During the term of this Agreement and for a fires, strikes, accidents, acts of God or period of one (1) year following expiration or subcontractor defaults. termination of this Agreement, neither party shall actively solicit for employment any employee,

21.5 Except for an assignment, in whole or part, by contractor, or consultant, or other representative Licensor to a wholly owned subsidiary, neither of the other party who performed services in party may assign this Agreement and /or any of connection with this Agreement, without the prior its rights and /or obligations without the prior written consent of the other party. written consent of the other party (which shall
not to be unreasonably withheld). Any such 22. Governing Law attempted assignment shall be void. For the
purposes of the foregoing, a change in control of
2 2. 1 If Licenseeis enteringintothisAgreementfromLicensee is deemed to cause or attempt to a European Union member country, Norway,cause an assignment of this Agreement and Switzerland, Japan, India or Australia, then thisshall require Licensor's prior written consent.

Agreement is governed by the laws of England
and Wales, otherwise, this Agreement is

21.6 IF ANY PROVISION OF THIS AGREEMENT IS governed by the law of the State of California as HELD TO BE INVALID, ILLEGAL OR if performed wholly within that state and without

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PITIBCO
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giving effect to its conflict of laws principles. The
venue for any litigation shall be Orange County,
California. The United Nations Convention on
Contracts for the International Sale of Goods
does not apply to this Agreement.

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EXHIBIT A

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The Power of Now

CITY OF ANAHEIM,
a municipal corpo ation
By: IA,
Marcie L. Edwards
PublicUtilitiesGeneralManager
DATE OF EXECUTION: ATTEST:
411 1
A v
By: A LAI !. — , X11
Linda N. Andal
City Clerk
DATE OF EXECUTION: TIBCO Software Inc.
1- 23 -2. 0 By: 6- 1-/ i 4A772:2William R. Hughes
EVP, General Counsel & Secretary
APPROVED AS TO FORM: Mike
CRISTINA L. TALLEY, CITY ATTORNEY Peters
2010.0 4. 20
f- 08: 35:38
07' 00'
By:

Daniel A. Bailin
DeputyCityAttorney
SignedAgreementsmaybefaxedto650 - 846 -8700UnitedStatesorelectronicallymailedtocontracts When electronicallymailedorfaxedpleaseensurethefirstpageofthedocumentbeingsentisthepagewiththebarcode present. ThiswillensureuponLicensor's receipt, thebarcodecanbereadinTIBCO's automatedcontractmanagementrouting process for Licensor's immediate attention.

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EXHIBIT A

EXHIBIT A
AGR - ( p0736 - 2- CI
1 SECONDAMENDMENTTOTHE
2 SOFTWARE LICENSE AND SERVICES AGREEMENT
3 THIS SECOND AMENDMENT TO SOFTWARE LICENSE AND SERVICES 4 AGREEMENT( Contract Number USLSA_ 1260) (" Second Amendment"), dated for purposes of 5 identification only this
1st
day of September,2021, is madeandenteredinto by and betweenthe 6 7
TIBCO SOFTWARE INC, a Delaware Corporation,
8 hereinafter referred to as " LICENSOR",
9 A
N
10 D
11 CITY OF ANAHEIM, a municipal corporation,
W ( 0 12 hereinafter referred to as" LICENSEE".
z 2
ce
13 g
8s2,10 14 LICENSOR and LICENSEE are sometimes individually referred to herein as" Party" and Vaom
o caW- E 15 collectively as" Parties."
W— a 16 WITNESSETH•
uS
IT.
17 WHEREAS, LICENSOR and LICENSEE entered into the Software License and 18 Services Agreement ( Contract Number USLSA_ 1260) dated May 18, 2010 ( hereinafter, the 19 " Agreement") in relation to the deployment of LICENSOR' s technologies for LICENSEE' s 20 enterprise service bus project; and
21 WHEREAS, the Parties entered into a first amendment on October 17, 2018, and 22 the Partiesnow desireto amendthe Agreementfor the purposeof changingthe TIBCO 23 Processor Licensing Policy set forth in Exhibit A- 1 of the Agreement and addressing other 24 administrative matters.
25 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL 26 PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES 27 HERETO AGREE AS FOLLOWS:
28 1. Exhibit A- 1 (TIBCO ProcessorLicensing Policy) of the Agreement is amendedin 1 EXHIBIT A
1 its entirety and replacedwith Exhibit A- 1attachedhereto. 2 2. Except as expressly amended hereby, all the remaining provisions of the 3 Agreement shall remain in full force and effect.
4 3. Each Party's signator representsthat he/she holds the position set forth below 5 their signature and that the signator is authorized to execute this Second Amendment on behalf 6 of their respectiveParty andto bind their respectiveParty hereto. 7 4. The effective date of this Second Amendment shall be the latest date of execution 8 hereinafter set forth opposite the names of the signators hereto. 9 SIGNATURES ON FOLLOWING PAGE]
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21 22
23 24
25 26
27 28
2 EXHIBIT A
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 2 on the dates hereinafter respectively set forth.
3 TIBCO SOFTWARE INC,
4 DATE: * exike( 3134 a Delaware Corporat- sn
5 6 Digitally signed by
Eddie Durnhofer i
DN: cn= Eddie
7 Durnhofer, B V
necoL o= TIBCO Software,
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Inc., oCoRegional
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8 As ro FO Legal Counsel,
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email= edurnhof@t
ibco. com, c= US
Date: 2021. 09.02
9 09: 45: 41- 06' 00'
LICENSOR"
10 CITY OF • • HEIM, a unicipal corporation
11 w E 12 DATE: 10 ll c / 2e2 ( By:
o -
Dukku Lee,
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Public Utilities General au, u M
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18 eresa : ass, City Clerk JO
19 20
LICENSEE"
21 22 APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY
23 l
24 C:..... ).k..)& 30....L_________
25 BY`'
Daniel A. Ballin, Deputy City Attorney
26 CAO# 143035
27 28
3 EXHIBIT A
i ,_ _, ..

B (... I
EXHIBIT A- 1

TIBCO PROCESSOR LICENSING POLICY
Certain Software is licensed by the Unit type" Processor."This document describes how to calculate the number of ProcessorUnits which should be licensed in a Virtualized Environment and in all other environments.

Anycapitalizedtermsusedinthis ExhibitA-1andnot otherwisedefinedhereinshallhavethe meaningsetforth in ExhibitA or elsewhere in the Agreement..

Calculation
The number of Processor Units of Software required to be licensed shall be calculated as follows:

1. Effective October 17, 2018, In a Virtualized Environment, the number of Virtual Processors shall be calculated by following the steps below:
i. ForeachVirtualMachinerunningthe Software,the numberof VirtualProcessorsshallbecountedin incrementsof whole numbers. For clarification, the lowest unit of measurement for Virtual Processors is one; any fraction shall be rounded upward to the next whole number.
ii. If the number of Virtual Processorsof a Virtual Machine can increase or decrease,then for the purpose of counting Virtual Processors, the number of Virtual Processors shall be the maximum whole number of Virtual Processors that could ever run concurrently based on Licensee's configuration of the Virtual Machine( VM) running the Software. iii. Add the total number of Virtual Processors across all Virtual Machines within the entire Virtualized Environment that runs the Software.

2. In all other environments( e.g. running on physical machine(s) or if a Virtual Processorcan run on more than one PhysicalProcessorat a time), the number of Physical Processorsshall be calculated by following the steps below:
i. For each Software, the relevant partition boundary shall be set:
a) where the allocation is defined by FixedPartitioning, to include all PhysicalProcessorsthat could ever execute the Software. b) where the allocation is not defined by FixedPartitioning, to include all PhysicalProcessorson the physical machine. ii. Count the total number of Physical Processors for the relevant partition boundary for each physical machine, and aggregate the counts across all physical machines within the entire environment that runs the Software.

3. Forall environments, if multi-threading( i.e., hyper-threading) is enabled for the underlying physical cores, then the total count of PhysicalProcessorsor Virtual Processors,asthe casemay be, shall be multiplied by 0.5. i. If the multi-threading function is disabled, then a multi-threaded core shall be treated asa single-threaded core, in which case, a) when calculating the number of Processorsin a Virtualized Environment, the 0.5 multiplier shall be inapplicable; and b)whencalculatingthe numberof Processorsin all otherenvironments,the numberof coresinsteadof threadsshallbethe number of Processors Units required to be licensed and the 0. 5 multiplier shall be inapplicable.

4. Any fraction shall be rounded upward to the next whole number.

The above calculation yields the total number of Processor Units required to be licensed for the Software. Figure 1,( Sample TIBCO Virtualized Environment Configuration) provides a sample Virtualized Environment configuration, and Table 1( Sample TIBCO Virtualized Environment Processor Requirement) illustrates the calculation of the Software license requirement for this sample scenario

EXHIBIT A
Figure 1, Sample TIBCO Virtualized Environment Configuration Virtual Machines( VMs)
TIBCO ActiveMatrix TIBCO ActiveMatrix TIBCO ActiveMatrix BusinessWorks VM 1 BusinessWorks VM 2 BusinessWorks VM 3 R
Configuration: 4 Virtual Processors 4 Virtual Processors 4 Virtual Processors Other Non- TIBCO VMs
Total Virtual Processors running TIBCO
i] r] ---- " "'ActiveMatrix BusinessWorks: 12
Virtualization Virtual Machine Manager/ Hypervisor
Software
Physical
z__ j' i'!' i_._._ .. 1 I'"' n1Hardware I
Total Physical Cores: 80 2 Processors, 20 Cores Each 2 Processors, 20 Cores Each 40 Cores Total) 40 Cores Total)
Figure 1 depicts a sample TIBCO Virtualized Environment configuration containing two physical machines( Hosts) each with 2 Physical Processors( CPUs) each with 20 cores with the total number of physical processor cores is 80. Under this sample scenario, third party virtualization Software is run on the two hosts in which multiple VMs are configured, and three of the VMs that run TIBCO ActiveMatrix BusinessWorks( TIBCO AMX BW) software are each configured with four Virtual Processors.

Table 1, Sample TIBCO Virtualized Environment License Requirement Multi- Threading Disabled Multi- Threading Enabled
Virtual Virtual TIBCO AMX BW License Virtual ' Multiplier TIBCO AMX BW License Machine Processors Requirement Processors Requirement
VMI 4 4 4 _ 0. 5 2
VM2 4 4 4 0. 5 2
VM3 4 4 4 0. 5 2
Total License 12 Processor License 6 Processor License
Requirement
Table 1 illustrates calculation of the Software license requirement for the Figure 1 sample scenario. If Multi- threading is disabled, the number of licenses required are the number of Virtual Processors configured in the VMs running the TIBCO Software. If Multi- threading is enabled, the number of licenses required are the number of Virtual Processors configured in the VMs running the TIBCO Software multiplied by 0. 5. The number of Physical Processors( i. e., cores) in the underlying hosts are not included in the calculation.

EXHIBIT A
■TIBCO
)
; ORIGINAL
The Power of Now'
11111 11 1111111111 I I IIII IIII II II II Ill I I Ill I I II IIIII I IIIIIII IIIIIII I II I II II 11111111111 1111 Order Form
Order Form Effective Date: 05/18/2010
This Order Form ("Order Form") is pursuant to the Software License and Services Agreement (the "Agreement") dated May 18, 2010, between TIBCO Software Inc. ("Licensor") and the City of Anaheim, a municipal corporation ("Licensee"). In the event of a conflict between the provisions of the Agreement and the provisions of this Order Form, the provisions of this Order Form shall control. This Order Form sets forth the maximum Number of Units by License Type that Licensee may use of the Licensor Software.

Company Name ("Licensee"): City of Anaheim
Street: 200 S. Anaheim Blvd.

Building/Suite Number:

City: Anaheim
State/Province: California
Zip/Postal Code: 92805
Country: UNITED STATES
Email Contact: [email protected]
All monetary denominations shall be in USO.

A. Products and Services

1. Perpetual Term - TIBCO products
Licensor Software
TIBCO ActiveMatrix BusinessWorks TM
TIBCO ActiveMatrix BusinessWorks TM
TIBCO ActiveMatrix BusinessWorks TM
TIBCO ActiveMatrix® Adapter for Database
TIBCO ActiveMatrix® Adapter for Database
TIBCO Software Inc.
3303 Hillview Avenue - Palo Alto - California - 94304
Unit
Named User
Processor
Processor
Processor Source Locked
Processor
Number of License Type
Units
1 Developer
6 Production
3 Non-Production
6 Production
3 Non-Production
Order Form Page 1 of 4
�-,

EXHIBIT A
I] TIBCO
The Power of Now
TIBCO ActiveMatrix® Adapter for Files ( Unix/Win) Processor 6 Production TIBCO ActiveMatrix® Adapter for Files ( Unix/Win) Processor 3 Non- Production TIBCO ActiveMatrix® Policy Agent Managed Endpoint 6 Production TIBCO ActiveMatrix® Policy Agent Managed Endpoint 3 Non - Production TIBCO ActiveMatrix® Policy Manager Processor 6 Production TIBCO ActiveMatrix® Policy Manager Processor 3 Non - Production TIBCO AdapterTM SDK Processor 4 Production
TIBCO AdapterTM SDK Processor 2 Non - Production
TIBCO Adapter SDK Named User 1 Developer
TIBCO Enterprise Message Service
TM
Processor 6 Production
TIBCO Enterprise Message Service TM
Processor 3 Non- Production
TIBCO Enterprise Message Service TM
Named User 1 Developer
TIBCO Hawk® Connected Processor 6 Production
TIBCO Hawk® Connected Processor 6 Non - Production
Total License Fee 400, 000
TIBCO Software Inc.

Order Form Page2 of 43303 Hillview Avenue - Palo Alto — California - 94304

EXHIBIT A
i) T IBCOr
The Power of Now

2. Maintenance
Maintenance Level License ( Term, Lease Unit Quantity Line Item Fee or Perpetual by
product line)
Bronze Perpetual License - Year 1 72, 000
TIBCO products
Total Maintenance Fee 72, 000

3. Consulting Services
Description - Consulting Type Line Item Fee
1 Individual Self Paced E- Learning Subscription for 15 Self Paced Courses 1, 000 Total Consulting Services Fee 1, 000
Total Fees 473, 000
B. Other Commercial Terms

1. MaintenanceRenewalFee. TheTotalMaintenanceFeeaboveisthe firstyear Maintenancefeeforthe LicensorSoftware setforthinA. ProductsandServicesof thisOrderForm. Anaheim PublicUtilities GeneralManagerDepartment's General Manager (or designee) mayelecttorenewMaintenance forsuchLicensor Softwareatleastsixty (60) days priortothe end of any annual Maintenance period.

2. SelfPacedE- LearningSubscription. TheTier1 IndividualSelf -PacedeLearningSubscriptionprovidesoneNamed User access to 15 eLearning courses. The Subscription is valid for 12 months from the Order Form Effective Date. Each eLearningcourse, onceinitiated, mustbe completedwithin ,30 daysor 10 activations /viewings; whichevercomesfirst.

TIBCO SpotfireeLearningcoursesare notincludedin the IndividualSelf -Paced eLearningSubscription. TheIndividual SelfPacedELearningsubscriptionis for a single, Named User andis nottransferable.

3. Continuation ofOrder. All partiesrecognize thatthecontinuation of this OrderFormafterthecloseof any fiscal year of Licensee, which fiscalyearendsonJune30of eachyear, shallbesubjectto AnaheimCityCouncilbudget approval providingforor coveringfunding forthisOrderFormasanexpenditureinsaidbudget. If suchbudget approvalis not granted, Licenseemayimmediately terminatetheAgreement withoutpenalty. IftheAgreementisterminatedpursuantto thisprovision, Licensorshall (i) pay TIBCOforConsultingServicesandMaintenanceperformedandany reimbursable expensesincurreduptothedate ofterminationand (ii) followallobligationsfor terminationoftheAgreementasprovided for in Section 19of the Agreement.

TIBCO Software Inc. Order Form Page 3 of 43303 Hillview Avenue - Palo Alto — California - 94304

EXHIBIT A
PITIBCO`
The Power of Now
C. Additional Agreement Terms
ThisAgreementmaybeexecutedinone (1) ormorecounterparts, eachofwhichwillbeconsideredanoriginal, but allof whichtogetherwillconstituteoneandthesameinstrument, andthisAgreementmaybeexecutedbyfacsimileorelectronic signatureandanexecuted copy deliveredbyeitherparty byfacsimile orsimilarinstantaneous electronictransmission device andsuchdeliveryshallbeconsidered validandeffectiveforall purposes. ThisAgreementmustbeexecuted for TIBCO SoftwareInc. byanexecutivevicepresidentoradulyauthorizedcorporate officertobebinding.

CITY OF ANAHEIM,
amunicipal corpoation
By. l'\AA
Marcie L. dwards
PublicUtilitiesGeneralManager
DATE OF EXECUTION: ATTEST:
54,9/ 10 B
Linda N. Andal
City Clerk
DATE OF EXECUTION: TIBCO Software Inc.
2, 3 - 201,E
B
William R. Hughes
EVP, General Counsel & Secretary
APPROVED AS TO FORM:

Mike
CRISTINA L. TALLEY, CITY ATTORNEY Peters
k M2010.04. 2008: 34:37
07' 00'
By:

Daniel A. Bailin
Deputy City Attorney
SignedAgreementsmaybefaxedto650 - 846 -8700UnitedStates orelectronicallymailedtocontractse.tibco.com. When electronicallymailedorfaxedpleaseensurethefirstpageofthedocumentbeing sentisthepagewiththebarcodepresent.ThiswillensureuponLicensor's receipt, thebarcodecanbereadinTIBCO's automatedcontract managementroutingprocess for Licensor's immediate attention.

TIBCO Software Inc.

OrderFormPage4 of 43303 Hillview Avenue - Palo Alto — Califomia - 94304

EXHIBIT A

EXHIBIT A
C
4f) LP o .

TIBCO
TIBCO Reference Only- Contract Number- 109594
TIBCO Reference Only- Quote Number- 00149534
Order Form
Order Form Effective Date: 10/ 17/ 2021
This Order Form (" Order Form") is entered into pursuant to the Software License and Services Agreement Contract No. USLSA_ 1260 dated effective May 18, 2010, between Licensor and Licensee, as amended( the" Agreement"), and sets forth the maximum Number of Units by License Type that Licensee may use of the Licensor Software under this Order Form during the term specified below. In the event of any conflict between this Order Form and the Agreement, the Order Form will prevail. Capitalized terms used in this Order Form and not otherwise defined, are defined in the Agreement. Licensor and Licensee are sometimes individually referred to herein as" Party" and collectively as" Parties".

Licensee agrees to the terms and conditions of this Order Form and has caused this Order Form to be signed and delivered by its duly authorized officer or representative.

Additional product configuration requirements and other license notices, if any, will be contained in the Documentation that is delivered with the applicable Software.

Licensor: TIBCO Software Inc.— 3303 Hillview Avenue- Palo Alto- California- 94304 Company Name(" Licensee"): City of Anaheim
Street: 200 S. Anaheim Blvd Suite 620
City: ANAHEIM
State/ Province: CA
Zip/ Postal Code: 92805
Country: United States
Email Contact: dstith@anaheim. net
All monetary denominations are in USD
Software and Services

1. Perpetual.

Licensor Software( License Type) Unit Number Of Units Term TIBCO ActiveMatrix
BusinessWorksTM
Plug- in for REST and
Pack 4 Perpetual
JSON( Non- Production)
Total Licensor Software Fee 17, 500. 00

2. Maintenance.

Maintenance Level Term Start Date Term End Date
TIBCO® Maintenance, Silver 10/ 17/ 2021 10/ 16/ 2022
Total Maintenance Fee 3, 850. 00
The Total Maintenance Fee above is the Maintenance fee for the Licensor Software set forth in Section 1 of this Order Form for the Maintenance term specified above. Subject to any rights of termination as set forth in the Agreement, Maintenancewill automaticallybe renewedfor successiveone( 1)yearterms, on the same billingcycle as Maintenance

Page 1 of 2 ends

EXHIBIT A
s+ •
c
for Order Form USLSA_ 41178 dated effective October 17, 2018, and the annual Maintenance fee shall not increase more than 3% over the prior year' s Maintenance fee as such increase is determined by Licensor. The Maintenance fees set forth in this Order Form are in addition to the existing Maintenance fees due and payable by Licensee to Licensor for Licensor Software licensed under the Agreement and other Order Forms entered between the Parties.

Total Fees Due 21, 350. 00

3. Payment Terms. Licensee shall pay to Licensor the Total Fees Due net 30 days from Licensor' s invoice, which shall not be issued before this Order Form Effective Date.

City of Anahe' ii TIBCO Software Inc.

IF*
Signature: olio.

I .'> . Signature:

Print Name: Dwkh Vit Print Name: `'
Tcic- cc y o
Title: I wAtti N" II' IkitS Cp{iltIral 114 Ur Title: SV I
OTA, l. f+' LGMGtd
GrcelL1/ 4
teliSi
Date: tto( ' 17.01- 1 Date: ePternbe(
1 aoa-1
Digitally signed by
Eddie Durnhofer
DN: cn= Eddie
Durnhofer,
L
o= TIBCO Software,
Inc., ou= Regional
K AS TO FOR Legal Counsel,
APPROVED AS TO FORM:
email= edurnhof@t
ibca. com, c= US
Date: 2021. 08. 30
ANAHEIM CITY ATTO Y' S OFFICE 12: 41: 14- 06' 00' 14 Er/ 174\ N BY
ATT F '`
f
ado

4.,,,_ .)„,„.,, y...,,,,. .,
Ii=._...,__
ss
City Clerk 1°l l (

Page 2 of 2 ends

EXHIBIT A

Anaheim City CouncilNovember 7, 2023

Anaheim City Council
November 7, 2023