HomeMy WebLinkAboutIT16-436 - Original - Quantum for Payroll Tax - Original Agreement 12/13/2000 VERTEX INC. SOFTWARE LICENSE, AGREEMENT
THIS AGREEMENT (including Schedules A and B attached hereto)is made this i � day of 2000--between
Vertex Inc., a PennsyI ani} corporation with offices at 1041 Old Cassatt Road, Berwyn, Pennsylvania 19312 (hereinafter "Vertex"), and
`t M d ✓l'f , W Pt ,with offices at
e / A q 80 3 a o?a o 01, Ave-vit-44C So N t 1, (hereinafter"Licensee").
BACKGROUND
1. VerteX has developed and licenses various software programs directly to users of such programs.
2. Licensee wishes to license one or more Vertex software programs for an in its business operation.
3. Since this Agreement is used by Vertex for multiple products and various business models,it contains terms which may only be applicable
to some products and some licensees.
NOW,THEREFORE,in consideration of the mutual promises made in this Agreement,the parties agree as follows:
Section 1. Definitions
The following terms,listed in alphabetical order,are defined for the purpose of this Agreement,and,where used throughout this Agreement with
the initial letter of each term in uppercase format,shall have the following measdngs:
(a) ffil te"shall mean any entity which Licensee's Parent Company owns more than 50%(fifty percent)of,directly or indirectly,or otherwise
controls. The number of Affiliates whose data Licensee intends to process with the use of the Licensed Product(s) shall be indicated on
Schedule A attached hereto and corresponding Affiliate Processing Fees shall be shown on Schedule B attached hereto.
(b) "Affiliate Processing Fees"shall mean such fees shown on Schedule B attached hereto for the right for Licensee to use the Licensed Product(s)
to process the work of the number of Affiliates shown on Schedule A attached hereto.
(c) "Annual Renewal License Fee"shall mean the license fee for each annual renewal term hereunder.
(d) " hare " shall mean the Initial License Fee, fees for additional Users,fees for additional property tax returns, Affiliate Processing Fees,
Client Processing Fees,Merchant Fees,Training Fees and Annual Renewal License Fee shown on Schedule B attached hereto to be paid by
Licensee for the right to use the Licensed Product(s) as permitted herein, to receive monthly updates to Vertex Databases and to receive
maintenance and support services from Vertex. Schedules A and B attached hereto may be updated from time to time upon written notice
from Licensee to Vertex.
(e) "Client"shall mean any entity other than Parent Company,Subsidiary Company or Affiliate whose data Licensee is processing under a Data-
Center License. The number of Clients shall be indicated on Schedule A attached hereto.
(f) "Client Processing Fees"shall mean such fees shown on Schedule B attached hereto. As consideration for payment by Licensee to Vertex of
Data-Center License fees and Client Processing Fees,Licensee may use the Licensed Product(s)to process the work of the number of Clients
shown on Schedule A attached hereto.
(g) "Corporate License"shall mean Licensee has the right to use the Licensed Product(s)to process its own work and,at no additional charge,the
work of Licensee's Parent Company and Licensee's Subsidiary Companies, and, for Affiliate Processing Fees,the work of the number of
Licensee's Affiliates shown on Schedule A attached hereto.
(h) "Data-Center License"shall mean Licensee has the Corporate License rights shown above and the right to use the Licensed Product(s) a)to
process the work of the number of Clients shown on Schedule A attached hereto and/or b)to host web sites and/or provide web site links for
the number of Merchants shown on Schedule A attached hereto and/or c)for payroll tax products,to process the number of checks shown on
Schedule A attached hereto,each for an additional charge shown on Schedule B attached hereto.
(i) "Enterprise License"shall mean Licensee and Licensee's Parent Company,Licensee's Subsidiary Companies and Licensee's Affiliates have
the right to copy and use the Licensed Product(s)to process their own work
0) "Hardware"shall mean the computer hardware and operating system shown on Schedule B attached hereto and owned or leased by Licensee
and on which the Licensed Product(s)will be installed. For an Enterprise License,Hardware need not be shown.
(k) "Initial License Fee"shall mean the license fee for the first annual term hereunder.
(1) "Licensed Product(s)"shall mean Vertex Programs and Vertex Databases meant to be used together.
(m) "Location(s)" shall mean the location(s) shown on Schedule B attached hereto where the Licensed Product(s) will be installed on the
Hardware. For an Enterprise License,Locations need not be shown.
(n) "Merchant"shall mean any entity other than Parent Company,Subsidiary Company or Affiliate whose web site(s)Licensee is hosting with the
use of the Licensed Product(s) under a Data-Center License and/or whose web site(s) Licensee is providing a link to with the use of the
Licensed Product(s)under a Data-Center License. The number of Merchants shall be indicated on Schedule A attached hereto.
(o) "Merchant Fees"shall mean such fees shown on Schedule B attached hereto. As consideration for payment by Licensee to Vertex of Data-
Center License fees and Merchant Fees,Licensee may use the Licensed Product(s)to host one web site or provide a link to one web site for
each of the number of Merchants shown on Schedule A attached hereto.
(p) "Parent Company"shall mean a company which owns more than 50%(fifty percent)of Licensee,directly or indirectly,or otherwise controls
Licensee.
(t) "Subsidiary Company"shall mean any company which Licensee owns more than 50%(fifty percent)of,directly or indirectly,or otherwise
controls.
(r) "Training Fees"shall mean the fees for training provided by Vertex to Licensee.
(s) "Users"shall mean the maximum number of Licensee's employees,consultants or agents,at any point in time,signed onto the host software
application which interfaces to Vertex Programs and/or accesses Vertex Databases and set forth on Schedule A attached hereto as included in
the Initial License Fee plus any additional Users set forth on Schedule B attached hereto.
(t) "Vertex Databases"shall mean the databases compiled by Vertex for use with Vertex Programs and all monthly updates to Vertex Databases.
071700 Page i of 4
(u) "Vertex Programs"shall mean the Vertex software programs shown on Schedule A attached hereto and related documentation,including all
versions,corrections,enhancements,improvements and derivatives thereof.
Section 2. License For Use of the Licensed Product(s)
(a) Vertex hereby grants to Licensee the right to use the Licensed Product(s)as indicated on Schedule A attached hereto. Licensee shall not use or
reproduce the Licensed Product(s)except as permitted in this Agreement.
(b) The license granted herein to Licensee is in consideration of the payment of the Charges set forth on Schedule B attached hereto and is subject
to the license usage terms set forth in this Agreement and on Schedules A and B attached hereto.
(c) The license granted herein to Licensee is non-exclusive and non-transferable (except in accordance with Section 7 herein), and nothing
contained herein shall be deemed to convey any title or ownership interest in the Licensed Product(s)or in any intellectual property contained
therein to Licensee. Licensee shall not knowingly take any action which will adversely affect Vertex's proprietary rights in the Licensed
Product(s),including,without limitation,Vertex's patent,copyright,trademark and trade secret rights.
(d) Licensee may copy and use the Licensed Product(s)only as needed for Licensee's backup,development,testing and disaster-recovery purposes
and for providing Users access to the Licensed Product(s), provided that Licensee reproduces all copyright notices and other proprietary
notices,regardless of form,contained in or affixed on the Licensed Product(s).
(e) If the Hardware becomes inoperable,Licensee may temporarily install the Licensed Product(s)on other similar hardware at the same or other
location(s),provided that,because of monthly updates,Licensee shall notify Vertex of any such location change. If Licensee wishes to relocate
the Licensed Product(s)to other hardware requiring a different version of the Licensed Product(s)or requiring different media or if Licensee
wishes to relocate the Licensed Product(s)to a different address,Licensee may do so only after notifying Vertex of its intention to make such
change. If such change requires Vertex to provide Licensee with an additional copy of the Licensed Product(s),Vertex shall invoice Licensee
for the related media,shipping and handling costs. The new hardware configuration shall be deemed to be the Hardware as though it were
shown on Schedule B attached hereto.
Section 3. Term of License and Chartres
(a) The term of the license granted herein shall begin upon Vertex's delivery of the Licensed Product(s)to Licensee("Effective Date").The initial
license term shall extend thereafter for 12(twelve)months. "Anniversary Date"shall mean the date on which the first annual renewal term
and subsequent annual renewal terms begin.
(b) Vertex shall notify Licensee of the annual renewal of the license and Annual Renewal License Fee as of the next Anniversary Date by sending
Licensee a notice of renewal at least 60(sixty)days prior to each Anniversary Date,followed by an invoice for Vertex's then-current Charges
for such annual renewal. Each annual license renewal term shall commence on the Anniversary Date upon Vertex's receipt of Licensee's
timely payment of such annual renewal invoice.
(c) Notwithstanding the foregoing,if Vertex decides,in its sole discretion,to cease to generally license or maintain a Licensed Product,Vertex may
elect not to renew the license for such product,provided Vertex has given Licensee at least 12(twelve)-months'written notice of such intention.
Any such non-renewal shall be effective at the end of the renewal term that follows the term in which such non-renewal notice is given.
(d) Licensee may elect not to renew the license or to otherwise terminate this Agreement at any time by sending Vertex a written notice of its
intention at any time. Licensee shall not be entitled to the return of any of the Charges in the event it terminates this Agreement without an
uncured material breach by Vertex. In the event of such termination,Licensee shall promptly return or destroy the Licensed Product(s).
(e) The Charges for the initial license term are set forth on Schedule B attached hereto and shall be invoiced by Vertex after its delivery of the
Licensed Product(s),which shall occur after Vertex's receipt of this Agreement containing the title and original signature of a representative
of Licensee whose title indicates that individual is authorized by Licensee to sign this Agreement on Licensee's behalf.
(f) Licensee shall advise Vertex of any increase in the number of Users,Affiliates,Clients,and/or Merchants. Vertex shall invoice Licensee after
receipt of such notification for the corresponding amount due for the 12(twelve)-month period following such notification.
(g) Licensee shall keep accounts and records in sufficient detail and containing such information as is necessary to enable fees due Vertex
hereunder to be calculated("Accounting Records"). On reasonable prior written notice,an independent certified public accountant acting on
Vertex's behalf that has been approved by Licensee shall have the right to audit such Accounting Records no more than once in any 12
(twelve)-month period at Licensee's facilities at a time to be mutually agreed upon by the parties. Such information shall be used by Vertex
solely for purposes of ensuring Licensee's compliance with the terms of this Agreement. Licensee shall have the right to require that the
accountant acting on behalf of Vertex sign an appropriate confidentiality agreement. Vertex shall be solely liable for the cost of such audit,
unless a shortfall of five percent(5%)or more of the fees due Vertex is found for any 12 (twelve)-month period,in which case,if the audit
results cannot reasonably be disputed,Licensee shall pay for the audit.
(h) Vertex shall provide a replacement copy of the Vertex Programs and/or the Vertex Databases if Licensee loses or damages such and requests
such replacement copy. Vertex shall invoice Licensee for the related media,shipping and handling costs.
(I) All invoices hereunder shall be due in U.S.funds within 30(thirty)days after Licensee's receipt of them. Vertex reserves the right to charge a
late fee of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less, on all amounts due
hereunder which are not paid in full at the time provided above,and which are not,in good faith,being disputed. Vertex reserves the right to
suspend any and all delivery of the Licensed Product(s),including monthly updates to the Vertex Databases,periodic updates to the Vertex
Programs and telephone support,in the event amounts due Vertex from Licensee in accordance with this Agreement exceed 60(sixty)days
past due,provided that Vertex has given Licensee at least 30(thirty) days' prior written notice of such past-due amounts which are not,in
good faith,being disputed.
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Section 4. Installation and Maintenance of the Licensed Product(s)
(a) Licensee shall be responsible for the installation of the Licensed Product(s); however,Vertex shall,at no additional charge to Licensee,give
Licensee assistance by telephone in the installation of the Licensed Product(s). Vertex shall not be responsible for the correct implementation
of the Licensed Product(s)by Licensee.
(b) Upon receipt by Vertex of notification of a failure of the Vertex Programs to operate,in any material respect,in conformance with the then-
current documentation for the Vertex Programs, Vertex shall, at no additional charge to Licensee, correct such failure or provide a
workaround to the problem as soon as reasonably possible. Notwithstanding the previous sentence, Licensee shall provide written
documentation of such failure if requested by Vertex.
(c) Vertex shill,at no additional charge to Licensee,also provide telephone support to Licensee to answer questions on the use of the Licensed
Product(s). Telephone support shall be available from 8:15 a.m.to 8:00 p.m.(EST)Monday through Friday,exclusive of Vertex holidays. The
support telephone number is 900-281-1900.
(d) Vertex shall be obligated to provide maintenance and telephone support for the Licensed Product(s), provided Licensee is using the then-
current version of the Licensed Product(s)on the Hardware in accordance with its documentation or as permitted herein and Licensee has not
made or permitted a third party to make any modification to the Licensed Product(s)without the prior written approval of Vertex.
(e) Vertex shall provide monthly updates to the Vertex Databases and may also provide periodically,on magnetic media or electronically,updates
and enhancements to the Vertex Programs,accompanied by documentation which describes the nature of the updates and enhancements and
instructions for Licensee on how to incorporate them into the Vertex Programs. Licensee shall be responsible for incorporating such updates
and enhancements into the Vertex Programs; however, Vertex shall, at no additional charge to Licensee, provide reasonable telephone
assistance upon the request of Licensee.
(f) Vertex shall make available to Licensee without charge all enhancements,updates and upgrades to the Vertex Programs which Vertex makes
available to other licensees without charge.
Section 5. Taxes
The Charges do not include any taxes. Where applicable, there shall be added to the Charges any taxes on such Charges, including,
but not limited to, state and local sales, use or excise taxes, but excluding any taxes on Vertex's net income. Applicable sales taxes
will be invoiced by Vertex to Licensee unless Licensee provides Vertex with a valid and applicable sales tax exemption certificate
before such invoice Is generated.
Section 6. Limited Warrantv and Indemnity
(a) Vertex warrants that it has full title to and/or the right to license the Licensed Product(s)and that the Licensed Product(s)do not infringe upon
the copyright,trade secret or other intellectual property rights of any third party. Licensee shall promptly make Vertex aware of any such
claim against Licensee by a third party. Vertex shall defend such claim and shall indemnify and hold Licensee harmless against any liability
arising out of such claim. In no event shall Licensee attempt to settle such a claim without Vertex's prior written approval. Vertex is not
presently aware of any such claim,but if such a claim is made and Vertex cannot reasonably either procure the right to have Licensee continue
to use the Licensed Product(s) or replace or modify the Licensed Product(s) with non-infringing Licensed Product(s) of equivalent
functionality,then either party may terminate this Agreement and Vertex shall refund to Licensee Charges paid by Licensee to Vertex in
accordance with this Agreement during the then-current term.
(b) Vertex further warrants that the Licensed Product(s)have been tested by Vertex for viruses using standard industry practices and that no
viruses were found,and that,during the term of this Agreement,the Licensed Product(s)will conform,in all material respects,to the then-
current documentation if properly used on the Hardware.
(c) Vertex also warrants that the Licensed Product(s) are Year-2000 Compliant, which shall mean that when used as directed in its
documentation,the Licensed Product(s) will accurately process date data between the 20"and 21'centuries, including the years 1999 and
2000 and leap year calculations, provided that all other products (e.g., hardware, software and firmware) used in combination with the
Licensed Product(s) properly exchange date data with the Licensed Product(s) and that all updates are promptly installed. Vertex shall
promptly correct any material non-conformance in accordance with Section 4 herein
(d) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
WHETHER IN RELATION TO THE LICENSED PRODUCT(S) OR THE PROVISION OF ANY SERVICES INCLUDING, BUT NOT
LIMITED TO,THOSE CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(e) In no event shall either party have any liability with respect to its obligations hereunder for consequential,exemplary,punitive or incidental
damages,even if a party has been advised of the possibility of such damages. Except for matters arising out of Subsection 6(a),Vertex's sole
liability in tort or contract shall not exceed the Charges paid by Licensee to Vertex hereunder during the then-current term.
Section 7. AssiigMent
Licensee shall not assign this Agreement or the Licensed Product(s)without Vertex's prior written consent. Such consent shall not be unreasonably
withheld. Such consent shall not be required if assignment is to a Parent Company, Subsidiary Company,Affiliate,or to an entity that is not a
competitor of Vertex that acquires all of,or substantially all of,Licensee's business or to an entity that is not a competitor of Vertex whose business
Licensee acquires all,or substantially all,of,provided that Licensee is not in breach of this Agreement and promptly notifies Vertex in writing after
such assignment. If Vertex assigns the Licensed Product(s) or this Agreement, Vertex shall promptly notify Licensee in writing after such
assignment. The Licensed Product(s)shag not be made the subject of any leasing arrangement Except as provided above,this Agreement shall be
binding on,and inure to the benefit of,the heirs,successors and assigns of the parties to this Agreement.
071700 Page 3 of 4
Section 8. Confidentiality
Licensee shall take reasonable steps and security precautions to prevent the unauthorized disclosure of the Licensed Product(s)and to maintain the
confidentiality of the Licensed Product(s), but, in any event, not less than that it takes to protect its own proprietary information. If Licensee
provides Vertex information that is marked"Confidential"or"Proprietary"or that a reasonable person would treat as confidential,Vertex shall
take reasonable steps and security precautions to prevent the unauthorized disclosure of such information and to maintain the confidentiality of
such information,but,in any event,not less than that it takes to protect its own proprietary information.
Section 9. Termination
(a) Either party shall have the right to terminate this Agreement and the license granted herein if a party fails to cure a material breach of this
Agreement within 30(thirty)days after receiving written notice of such breach from the other party. If Licensee terminates this Agreement
due to an uncured material breach by Vertex pursuant to the previous sentence,Vertex shall promptly refund to Licensee all Charges paid by
Licensee hereunder for the then-current term upon Vertex's receipt of the Licensed Product(s).
(b) Within 30(thirty)days following the date of termination of this Agreement by either party in accordance with this Agreement,Licensee shall
erase from all physical media any image or copies of the Licensed Product(s)or return all copies of the Licensed Product(s)to Vertex.
(c) Notwithstanding the termination of this Agreement for any reason,the terms of the following sections of this Agreement shall survive such
termination: (i) Section 6: Limited Warranty and Indemnity; (ii) Section 8: Confidentiality;and (iii)Section 10: General Provisions.
Section 10. General I,►rovisions
(a) Vertex is a Pennsylvania corporation; therefore, this Agreement shall be governed by and interpreted in accordance with the laws of the
Commonwealth of Pennsvlvania without regard to its conflict of law provisions. This choice of law is made to ensure uniform procedures and
interpretations for all of Vertex's licensees,no matter where they may be located or where they may use the Licensed Product(s).
(b) The parties shall use reasonable efforts. including, without limitation, face-to-face negotiations, to resolve any differences arising between
them as a result of this Agreement prior to exercising their respective rights at law or equity. No action,regardless of form,arising out of this
Agreement shall be brought more than two(2)years after the cause of action accrued.
(c) The waiver or failure of a party to exercise any of its rights hereunder shall not be deemed a waiver of any future right in regard to the same
matter or any other matter.
(d) If any provision of this Agreement is found to be invalid,illegal or unenforceable under any applicable statute or law, it is to that extent
deemed to be omitted,and the remaining provisions of this Agreement shall not be affected in any way.
(e) All notices required or permitted to be given hereunder by one party to the other shall be deemed given if sent by registered or certified mail,
with proof of delivery,or by hand or courier,with proof of delivery or by telefacaimile,with proof of trammisSion. Notices shall be sent or
delivered to the respective addresses set forth above and,in the case of Vertex,shall be sent to the attention of"Contract Administrator".
(f) The headings of the Sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any
provision of this Agreement.
(g) Each party acknowledges that it has read and understands this Agreement and shall be bound by its terms. The parties further agree that this
Agreement and its attached Schedules contain the entire understanding and agreement of the parties with respect to the matters contained
herein, and supersedes all prior proposals and understandings between the parties. There are no promises, covenants or undertakings
contained In any other written or oral communication.
(h) This Agreement shall not be modified or altered except by a written instrument duly executed by both parties.
PLEASE SIGN BELOW IN BLUE INK AND RETURN THE O I INAL_ I NAT TREE
YERMN OF THIS AGREEMENT TO:
Vertex Inc.
Attn: Contracts Administrator (The Licensed Product(s) will be shipped
1041 Old Cassatt Road after the original-signature version of
Berwyn, PA 19312 this Agreement is received by Vertex.)
AGREED BY: \1 (- `�- tA A AGREED BY: Vertex Inc
,2iN�6, �,<,l ", Il Com ny Name)
A TH R/IZZED IGNATURE / /- ' ) ) AUTHORIZED SIGI!(�')�JY F. BOYER
Name: ! cAr f-1 J/ Yto l7�—�/l U/ Name: W'LVir/A Pr sident
Title: ( l� CG/ O�" L I Title: Business Systems & Finance
Date: fti 13 /200 v Date: —/--/-42?—/200L
071700 Page 4 of 4
Vertex Software License Agreement
050100
SCHEDULE A
TO VERTEX INC. SOFTWARE LICENSE AGREEMENT DATED «/13/200 0
LICENSED PBQDUCTS
QuantumTm for Payroll Tax, which consists of the following:
• Payroll tax calculation software with tax jurisdiction location software
• One(1)Set of Documentation for the above
• One(1)GeoCoderm Master List
For Corporate Licenses and Data-Center Licenses,the above Licensed Products shall be used only on the
Hardware shown on Schedule B. Such Hardware shall be operated only at the Location(s)shown on
Schedule B. The Licensed Products shall be used only as indicated below:
Type of License granted is indicated below:
Corporate License - as defined in Subsection l(g)
- for Affiliate Processing Fees,if any,shown on Schedule B,Licensee may
also use the Licensed Products to process the work of the number of its
Afriliates shown here:
Data-Center License- as defined in Subsection 1(h)
- for the Data-Center Fee shown on Schedule B,Licensee may use the
Licensed Products to annually process the number of checks shown
here:
Users are not applicable for this product.
Page-I-of Schedule A
w,
8/28i00 SCHEDULE B TO VERTEX INC.SOFTWARE LICENSE AGREEMENT DATED 13j-�3/2000t
BILL TO: � ��t�� SHIP TO:
NAME City of Kent NAME City of Kent i (, a4 -f r,
ADDRESS 1 220 4th Avenue South ADDRESS 1 220 4th Avenue South
ADDRESS2 QDDRESS2
CITY Kent CITY Kent
STATE WA USA United States of STATE WA USA United States of Am
ZIP 98032 ZIP 98032
CONTACT Sue Lester CONTACT Sue Lester
PHONE 253-8564631
Current
Product&System Confieuration Initial Price Renewal Price
Quantum Payroll System $9,200.00 $3,565.00
Quantum Payroll System-Vendor: Not Applicable-Vertex Version:
2.3.0-Hardware: HP 9000-0/S: HPUX 11.0-Language:
C-Database: Oracle 8.1.6-Middleware: N/A
Total Initial Investment $9,200.00 Total Renewal* $3,565.00
* Current Annual Renewal Licensee Fee for All of the Above(Annual Renewal Fee to be invoiced at Anniversary Date)
ALL APPLICABLE TAXES SHALL BE ADDED TO THE ABOVE AMOUNTS.
Above Prices are valid until 9/30/00
Purchase Order No:
LICENSEE'S HARDWARE CONFIGURATION
App Version Modules
Application OneWorld Op Sys Version
Database ORACLE Operating System HP-UX 11.0
DB Version 8.1.6 Vendor 028
Hardware HP 9000 Windows Version NT
Language ?
SYSTEM LOCATION(Payroll Tax)
Shall be the same as the "Ship To" location above, unless otherwise indicated here:
Order is packaged and shipped per your specific requirements. Please be certain the above data is complete and accurate.
Allow three-to-four(34) weeks for delivery. Orders will be shipped via UPS unless otherwise indicated here and
shipping account number is provided here:
Page I of Schedule B
ADDENDUM TO VERTEX INC. SOFTWARE LICENSE AGREEMENT
DATED THE J 3 TH DAY OF W EM FE'R 200 o
BETWEEN VERTEX INC. AND City of Kent,WA
Notwithstanding anything in the above Agreement to the contrary,this Addendum hereby amends the above Agreement as
follows:
3(b) The following sentence is added to the end: "Renewal invoice amounts shall be at Vertex's then-standard renewal
amounts,and increases in such amounts,if any,shall not exceed 10%(ten percent)over the prior year's amount."
10(a) Subsection is deleted in its entirety.
Please sign below in pblue ink and return the original-signature version of this Addendum to Vertex.
REED BY: '"I ��II„�'LvA
J I ` I AGREED : Vertex
AUTHORIZED AIGNATUREI`p AUTHORIZED SIGNATURE
M� t WILLIAM F. BOYER
Name: Name:
Hai a-F- � Business Systems Finance
Title: l mac- Title:
Date: _B2J i3/2000j Date: a�,200�
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