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IT17-113 - Original - Lucid Software, Inc. - Lucidchart Enterprise - 02/24/2017
Ng // / d efft,,,, 40 Re-% ct r 4�mgell, z* KENT WASHNGTON Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor dame: Lucid Software Inc Vendor Dumber: 1467264 JD Edwards Number Contract Dumber: I This is assigned by City Clerk's Office Project Dame: Lucid Chart 3 year EA license Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other Contract Effective Gate: 2/24/17 Termination Date: 2/24/20 Contract Renewal Notice (Gays): 30 days Number of days required notice for termination or renewal or amendment Contract Manager: Somen Palit Department: SI Development Contract Amount: $18 294.99 ApprovaU Authority: Z Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 Date- February 24, 2017 Invoice # 1157008 Lucid Software Inc 10808 S River Front Pkwy#600 South Jordan, UT 84095 us support @lucidchart,com Lynnette Smith Date Description Amount 02/24/17-06/20/17 Credit for remaining Lucidchart Team 25 ($572,25) 02/24/17-02124/20 Lucidchart Enterprise (3 Year Subscription) $17,280.00 Total $16,707.75 Paid $0,00 Total Due $16,707.75 14. 1V 10 2q09 Doke, Thank you for your business! 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VW"'A WjrC�Trdnsfeq Wouriakm SUB FOTAL S 1 7,280.00 Bank Namie�Sihcon'VMey Bank SALES TAX Acmml Number 3300998940 rol"AL $17,280 00 Routing Numbiv: 121 W0391) q ol, Internaficna M l H cards SV8K US6S Account Flokler Ludd Wtvvwe ffic, Additional Enterprise licenses may be added at the same price as existing licenses and will be prorated and co-termed with existing Enterprise licenses. 2/22/2017 Lucidchart for Enterprise(Lucidchart Adrn n-friendly controls Secure & reliable Easy for everyone Works wherever you do Users Identity App Cvt:trragerncrrt Integration I a v Collaboration Licensing httpsWwww.Iucidchart.com/pages/enterprise 1/5 2/22/2017 Lucidchart for Enterprise I Lucidchart management. That way, important documents won't leave when their creators do. Secure & reliable With options to limit sharing by domain and to require SSO authentication via Google, Onel-ogin, Okta, or Ping, admins don't have to wonder about security. Meanwhile, all docs are stored and encrypted on servers with virtually no downtime. Questions or concerns?Just contact your dedicated account manager. httW/twww.lucidchart.com/pages/enterprise 215 2/22/2017 Lucidchart for Enterprise I Lucidchart Easy for everyone As the most powerful diagramming app on the web, Lucidchart has something for everyone. First time users can create mind maps or flowcharts in minutes with the simple drag-and-drop interface, while professionals can piece together intricate mockups or network diagrams with similar ease-all in an affordable package that can be accessed from any device or OS. Works wherever you do Lucidchart integrates with a wide variety of apps and platforms, making it easy to incorporate visuals into any workflow. Start by adding Lucidchart to your G Suite for Work domain and importing any existing MS Visio files. After that, explore add-ons for Slack, Confluence, and JIRA, along with an iOS app. :(.Confluence QHipChat #.slack KfIRA -Nlassiarr c a�< ,:,r.f,.,•,,. Oropbox 0� Google G' st7 bm H Microsoft anelogin Q Uttre ISM..,.,,,,,,A,- jive okta https:l/www.lucidchart.com/pageslenterprise 315 2IM2017 Lucidchart for Enterprise I Lucidchart (877) 210 9890 Need a quote for your enterprise account? Call now and see why millions of users trust Lucidchart for their professional diagrams. Lucidchart Tour Y Examples Pricing Blog For Companies Google Integrations o Atlassian Integrations o For"reams e For Enterprise About Help o Terms o Privacy a Contact Lucid Software https:Nwww.lucidchart.com/pages/enterprise 415 SOFTWARE AS A SERVICE(SAAS)AGREEMENT between LUCID SOFTWARE INC. and CITY OF KENT,WASHINGTON 1 THIS AGREEMENT is dated February 27,2017, PARTIES (1) Lucid Software Inc., a Delaware corporation ("Supplier"); (2) City of Kent, Washington, a Washington state government entity whose principle office is located at 220 Fourth Avenue South, Kent, WA 98032("Customer"). BACKGROUND (1) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet at www.LucJdchart.corn, (2) The Customer wishes to use the Supplier's service in its business operations. (3) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement. AGREED TERNIS I INTERPRETATION 1.1 The definitions and rules of interpretation in this Section apply in this agreement. Authorized Users: those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation. Business Day: any day which is not a Saturday, Sunday or public holiday in the United States, Change of Control: the direct or indirect acquisition of either the majority of the voting stock,or of all,or substantially all,of the assets,of a party by another entity in a single transaction or a series of transactions. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Section 11. Customer Data: the data input by the Customer, Authorized Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customers use of the Services. Documentation: the information made available to the Customer by the Supplier online at www.Lucidehart.corn or such other web address provided by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services. Effective Date: the date of this agreement. Good Industry Practice: means in relation to the Service the exercise of such degree of competence,diligence,skill, care and judgment as would ordinarily and reasonably be expected from an experienced person or entity engaged in the same type of business as Supplier in providing the Service. Initial Subscription Term: the initial term of this agreement as set out in Schedule 2. Normal Business Hours: 8:0O am to 5:00 pin Mountain Time, each Business Day. Renewal Period: the period described in Section 14.1. 2 Services: the subscription services provided by the Supplier to the Customer Linder this agreement via www.LLicideliart.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation. Software: the online software applications provided by the Supplier as part of the Services. Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set forth in Schedule 1. Subscription Term: has the meaning given in Section 14.1. Support Services Policy: the Supplier's policy for providing support in C� relation to the Services as outlined in Exhibit D (the "Support Services Policy"), User Subscriptions: the user subscriptions purchased by the Customer pursuant to Section 9.1 which entitle Authorized Users to access and use the Services and the Documentation in accordance with this agreement. Virus: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices, 1.2 Section, schedule and paragraph headings shall riot affect the interpretation of this agreement. 13 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). IA A reference to a company shall include any company, corporation or other body corporate,wherever and however incorporated or established. 1.5 Words in the singular shall include the plural and vice versa. 1.6 A reference to one gender shall include a reference to the other genders. 1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being,taking account of any amendment,extension.,or re-enactment and includes any subordinate legislation for the time being in force made tinder it, 1.8 A reference to writing or written includes faxes and c-mail sent to the fax number and email address customarily used by the parties to communicate with respect to the Services. L9 A reference to this"agreement"includes a reference to all schedules,exhibits and other attachments to it,which are hereby incorporated into this agreement, 3 2. USER SUBSCRIPTIONS 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Section 3.3 and Section 9.1, the restrictions set out in this Section 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- exclusive,non-transferable right to permit the Authorized Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations. 2.2 In relation to the Authorized Users,the Customer undertakes that: 1. the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; 2. it will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User,in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation;and 3. each Authorized User shall keep a secure password for his or her use of the Services and Documentation,and that each Authorized User shall keep his or her password confidential. 2.3 The Customer shall not access,store,distribute or transmit any Viruses,or any material during the course of its use of the Services that: 1, is unlawful,harmful,threatening,defamatory,obscene,infringing,harassing or racially or ethnically offensive; 2. facilitates illegal activity; 3. depicts sexually explicit images; 4. promotes unlawful violence; S. is discriminatory based on race, gender, color, religious belief, sexual orientation,disability,or any other illegal activity;or 6. causes damage or injury to any person or property; and the Supplier reserves the right,without liability to the Customer,to disable the Customer's access to any material that breaches the provisions of this Section. 2.4 The Customer shall not: 1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from,frame,mirror,republish,download,display,transmit,or distribute all or any portion of the Software and/or Documentation(as applicable)in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;or 4 2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;or 3. use the Services and/or Documentation to provide services to third parties;or 4. subject to Section 19, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users;or 5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Section 2. 2.5 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use,promptly notify the Supplier. 3. ADDITIONAL USER SUBSCRIPTIONS 3.1 Subject to Section 3.2 and Section 3.3, the Customer may, from time to time during any Subscription Term,purchase additional User Subscriptions in excess of the number set forth in Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorized Users in accordance with the provisions of this agreement. 3.2 If the Customer wishes to purchase additional User Subscriptions,the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or disapproval of the request(such approval not to be unreasonably withheld). 3.3 If the Supplier approves the Customer's request to purchase additional User Subscriptions,the Customer shall,within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set forth Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period(as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period(as applicable). 4. SERVICES 4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement. 4.2 The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day,seven days a week,except for planned maintenance periods. The Supplier shall use reasonable endeavors to give the Customer at least 12 Normal Business Hours' notice in advance of any planned maintenance that may affect availability of the Services("Scheduled Maintenance"). The Supplier's Service Level Agreement attached as Exhibit A is hereby incorporated by reference. 4.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in 5 effect at the time that the Services are provided,in the form of Exhibit D(the"Support Services Policy"), The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates. 4.4 Supplier will host and maintain the Service on servers operated and maintained by or at the direction of Supplier. Supplier shall keep in place and maintain appropriate security systems, technologies and controls to ensure that the Customer Data is kept secure and to prevent any unauthorized disclosure of or use of the Customer Data (a "Security Incident") in accordance with Good Industry Practice. Following the discovery or notification of a Security Incident, Supplier will, as soon as reasonably practicable, notify Customer of such Security Incident. Supplier and Customer shall each take all commercially reasonable measures necessary to mitigate the effects of a Security Incident and to restore the integrity of the Service. Supplier shall replicate data and applications across multiple servers and storage devices in order to ensure no loss of data or applications nor loss of business continuity whether due to a disaster, business continuity incident, systems failure or otherwise in accordance with Good Industry Practice; and keep in place and maintain sufficient distribution systems and staff and sufficient systems redundancy,latency and capacity in accordance with Good Industry Practice to ensure systems availability in the event of a disaster, business continuity incident or other systems failure. 5. CUSTOMER DATA 5.1 The Customer shall own all rights,title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Nothing in this agreement will confer on Supplier any right of ownership or interest in the Customer Data or the intellectual property rights therein. 5.2 The Supplier shall follow the procedures set out in its Back-Up Policy attached hereto as Exhibit B and available at www.Lucidchart.com/pagesibackup or such other website address as may be notified to the Customer from time to time,as such document may be amended by the Supplier in its sole discretion from time to time. Customer also acknowledges that, pursuant to the Services, Customer may conduct its own back-up of Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest available back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party(except its agents or those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). 5.3 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at http://www.Lucidchart.com/pages/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. 6. THIRD PARTY PROVIDERS The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier 6 makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of,or correspondence with,any such third- party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party,and not the Supplier. The Supplier recommends that the Customer refers to the third parry's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. 7. SUPPLIER'S OBLIGATIONS 7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. 7.2 The undertaking at Section 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will,at its expense,use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Section 7.1. Notwithstanding the foregoing,the Supplier: 1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and 2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities,including the internet,and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation,products and/or services which are similar to those provided under this agreement. 7.4 The Supplier warrants that it has and will maintain all necessary licenses,consents,and permissions necessary for the performance of its obligations under this agreement. 8. CUSTOMER'S OBLIGATIONS The Customer shall: 8.1 provide the Supplier with all necessary cooperation in relation to this agreement; 8.2 comply with all applicable laws and regulations with respect to its activities under this agreement; 8.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such 7 assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4 ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorized User's breach of this agreement; 8.5 obtain and shall maintain all necessary licenses,consents,and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement,including without limitation the Services; 8.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and 8.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems,conditions,delays,delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 9. CHARGES AND PAYMENT 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this Section 9 and Schedule 1. 9.2 The Customer shall,on or before the Effective Date,provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid,up- to-date and complete contact and billing details and the Supplier shall invoice the Customer: 1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term;and 2. subject to Section 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 if the Supplier has not received payment upon due date, and without prejudice to any other rights and remedies of the Supplier: 1. the Supplier may, after giving notice and waiting an additional 10 days for payment,without liability to the Customer,disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;and 2. interest shall accrue on such due amounts at an annual rate equal to 12%, commencing on the due date and continuing until fully paid,whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: 1. shall be payable in U.S.dollars; 2. are,subject to Section 13.32,non-cancellable and non-refundable; 8 3. are exclusive of sales or use tax, or value added tax, if any, which shall be added to the Supplier's invoice(s)at the appropriate rate. 9.5 If, at any time while using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation,the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 10. PROPRIETARY RIGHTS 10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation, other than the Customer Data, which Customer owns. Except as expressly stated herein, this agreement does not grant the Customer any rights to,or in,patents,copyrights,database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Services or the Documentation. 10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under,and in accordance with,the terms of this agreement. 11. CONFIDENTIALITY 11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A parry's Confidential Information shall not be deemed to include information that: 1. is or becomes publicly known other than through any act or omission of the receiving party; 2. was in the other parry's lawful possession before the disclosure; 3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 4. is independently developed by the receiving party, which independent development can be shown by written evidence;or 5. is required to be disclosed by law,by any court of competent jurisdiction or by any regulatory or administrative body. 11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. 11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services constitute the Supplier's Confidential Information. 9 11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. 11.7 This Section I I shall survive termination of this agreement,however arising. 12. INDEMNITY 12.1 The Supplier shall,subject to Section 12.4,defend the Customer,its officers,directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date,copyright,trade mark,database right or right of confidentiality,and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims,provided that: 1. the Supplier is given prompt notice of any such claim; 2. the Customer provides reasonable co-operation to the Supplier in the defense and settlement of such claim,at the Supplier's expense;and 3. the Supplier is given sole authority to defend or settle the claim. 12.2 In the defense or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or,if such remedies are not reasonably available,terminate this agreement on three(3) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 12.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 1. a modification of the Services or Documentation by anyone other than the Supplier;or 2, the Customer's use of the Services or Documentation in a manner contrary to the Documentation;or 3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority. 12.4 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability,for infringement of any patent,copyright,trade mark,database right or right of confidentiality. 13. LIMITATION OF LIABILITY 13.1 This Section 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: 1. any breach of this agreement; 2. any use made by the Customer of the Services and Documentation or any part of them;and 3. any representation, statement or tortious act or omission (including negligence)arising under or in connection with this agreement. 10 13.2 Except as expressly and specifically provided in this agreement: 1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; 2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement and disclaimed, including without limitation warranties of merchantability, fitness for a particular purpose, and the Supplier makes no warranty regarding freedom from bugs or uninterrupted use;and 3. the Services and the Documentation are provided to the Customer on an"as is"basis. 13.3 Subject to Section 13.2: 1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty),contract,misrepresentation,restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information,or pure economic loss,or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement;and 2. the Supplier's total aggregate liability in contract,tort(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose. 14. TERM AND TERMINATION 14.1 This agreement shall, unless otherwise terminated as provided in this Section 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months(each,a"Renewal Period"),unless: 1. either party notifies the other party of termination, in writing,at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 2. otherwise terminated in accordance with the provisions of this agreement;and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if- 1. the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;or 2. the other party makes a general assignment for the benefit of creditors;or 11 3. a petition of bankruptcy is filed against the other party and remains unstayed or is not dismissed within sixty(60)days after such filing;or 4. the other party has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such other party's property or providing for the liquidation of such other party's property or business affairs. 14.3 On termination of this agreement for any reason: 1, all licenses granted under this agreement shall immediately terminate; 2. each party shall return and make no further use of any equipment,property, Documentation and other items(and all copies of them)belonging to the other party; 3. the Supplier shall retain the Customer Data in its possession until the earlier of: (a)written confirmation from the Customer that the Supplier may delete all Customer Data in its possession; or(b) 60 days from the termination of the agreement. During this period the Supplier will make any Customer Data in its possession available for download by the Customer.Supplier shall have no obligation to retain any portion of the Customer Data after such period; 4. to the extent that Customer has prepaid for any of the Services, Customer shall be provided a partial refund equal to a prorated portion of any Services for which payments has been made but Services will not be provided;and 5. the continuation after termination of any provision expressly stated to survive or implicitly surviving termination,shall not be affected or prejudiced. 14.4 Sections 1,5.1, 11, I2, 13, 16, 17, 19,21,23 and 24 of this agreement shall survive the termination of this agreement 15. FORCE MAJEURE The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement,or from carrying on its business,by acts,events,omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party),failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion,malicious damage, compliance with any law or governmental order,rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors,provided that the Customer is notified of such an event and its expected duration. 16. WAIVER 16.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. 16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law. 12 17. SEVERANCE 17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 17.2 if any invalid,unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted,the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 18. ENTIRE AGREEMENT 18.1 This agreement, and any documents referred to in it, constitute the entire agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking,promise,assurance,statement,representation,warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not). relating to the subject matter of this agreement, other than as expressly set out in this agreement. 19. ASSIGNMENT The Supplier may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. 20. NO PARTNERSHIP OR AGENCY Nothing in this agreement is intended to or shall operate to create a partnership between the parties,or authorize either party to act as agent for the other,and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way(including,but not limited to,the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 21. THIRD PARTY RIGHTS This agreement does not confer any rights on any person or party(other than the parties to this agreement and,where applicable,their successors and permitted assigns). 22. NOTICES 22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand,sent by first-class mail,postage prepaid,or sent by email to the other party at its address or email address set forth on the signature page to this agreement. 22.2 A notice delivered by hand shall be deemed to have been received when delivered(or if delivery is not in business hours, at 9:00 am local time on the first business day following delivery). A correctly addressed notice sent by first-class mail, postage prepaid,shall be deemed to have been received at the time at which it would have been delivered in the normal course. A notice sent by email shall be deemed to have been received when it exited the sender's local network, unless any response is received indicating that the email was not received. 13 23. PUBLICITY Upon execution of this agreement,the Supplier may publicly disclose the Customer's status as a customer on its webpages. Any other written reference to Customer or use of Customer's trademarks shall require the express written consent of Customer. 24. GOVERNING LAW AND JURISDICTION 24.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation(including non-contractual disputes or claims)are governed by,and construed in accordance with,the laws of the State of Delaware. 24.2 The parties irrevocably agree that the United States federal district court for the District of Utah shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation(including non- contractual disputes or claims). This agreement has been entered into on the date stated at the beginning of it. [Signature page follows] 14 IN WITNESS THEREOF, the parties have caused this agreement to be executed by their duly authorized representatives effective as of the Effective Date. Lucid Software inc., a Delaware corporation City of Tent, Washington Authorized Signature Authorized Signature Peter Chun Name Name VP, Inside Sales T Title Title 2/24/17 Date Date Notices: Lucid Software Inc. Notices: City of bent, Washington Attn: Legal notices 220 Fourth Avenue South 10808 S. Rivertront Pkwy##650 Tent,WA 98032 S.Jordan,UT 84095 U.S.A. Email: I =at crlLucidchart.com Email: mcarrington@ketttwa.gov 15 Schedule l Subscription Fees 1. Subscription Fees The Subscription Fees shall amount to a total of $17,280.00 (less any credits for payments already made by Customer), based on a total of 40 Enterprise Licenses for the Initial Subscription Term. 2. Additional User Subscription Fees Additional User Subscriptions may be purchased by the Customer in accordance with Section 3 at$144.00 per User Subscription. 16 Schedule 2 Subscription Term Initial Subscription Term:36 months from the Effective Date. 17 Exhibit A LUCIDCHART SERVICE LEVEL AGREEMENT This Lucidchart Service Level Agreement("SLA")is a policy governing the use of the Lucidchart service("Lucidchart")under the terms of the Lucid Software Inc. Software as a Service Agreement(the"Lucid SaaS Agreement")between Lucid Software Inc.("Lucid"or "we")and users of Lucid's services("you"). This SLA is subject to the terms of the Lucid SaaS Agreement. We reserve the right to change the terms of this SLA in accordance with the Lucid SaaS Agreement. 1. SERVICE COMMITMENT. Lucid will use commercially reasonable efforts to make Lucidchart available with a Monthly Uptime Percentage (defined below) of at least 99.9% during the Service Month,excluding Scheduled Maintenance. In the event Lucidchart does not meet the Monthly Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below. 2. DEFINITIONS. "Service Month"is last full calendar month preceding the date of an SLA claim. "Monthly Uptime Percentage"is calculated by subtracting from 100%the percentage of five minute periods during the Service Month in which Lucidchart was in the state of"Service Unavailable,"excluding Scheduled Maintenance. If you have been using Lucidchart for less than a full calendar month,your Service Month is still the preceding calendar month but any days prior to your use of the service will be deemed to have had 100%Service Availability.Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Lucidchart SLA Exclusion(defined below). "Service Unavailable"and"Service Unavailability"means that during a five-minute period a material number of Lucidchart users are unable to list, open,or save changes to any documents in Lucidchart. The"Eligible Credit Period"is a single month,and refers to the billing cycle in which the most recent Service Unavailability event included in the SLA claim occurred. In the event you have an annual subscription to Lucidchart,the Eligible Credit Period will still refer to a single month,and the billing amount corresponding to the Eligible Credit Period shall be the annual subscription price prorated to correspond to one month. A "Service Credit" is a dollar credit, calculated as set forth below, that we will credit back to an eligible Lucidchart account. 18 3. SERVICE COMMITMENTS AND SERVICE CREDITS. If the Monthly Uptime Percentage for a customer drops below 99.9% for the Service Month,that customer is eligible to receive a Service Credit equal to 10% of their bill for the Eligible Credit Period. We will apply any Service Credits only against future Lucidchart payments otherwise due from you; provided that, if there is no following payment due from you, we will extend your subscription for the period of time corresponding to your Service Credit. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar(S1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Lucid SaaS Agreement, your sole and exclusive remedy for any unavailability or non-performance of Lucidchart or other failure by us to provide Lucidchart is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA or termination of your use of Lucidchart. 4. CREDIT REQUEST AND PAYMENT PROCEDURES. To receive a Service Credit,you must submit a request by sending an e-mail message to supportALucidchart.com. To be eligible, the credit request must (i) include your account administrator name and e-mail address; (ii)include, in the body of the e-mail, the dates and times of each incident of Service Unavailability that you claim to have experienced; and (iii) be received by us within thirty (30) business days of the last reported incident in the SLA claim. If the Monthly Uptime Percentage of such request is confirmed by us and is less than 99.9%for the Service Month,then we will issue the Service Credit to you within one billing cycle following the month in which the request occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. 5. LUCIDCHART SLA EXCLUSIONS. The Service Commitment does not apply to any unavailability, suspension or termination of Lucidchart, or any other Lucidchart performance issues: (i) that result from a suspension of accounts for violation of the Lucid SaaS Agreement; (ii)caused by factors outside of our reasonable control, including any Force Majeure Event or Internet access or related problems beyond the demarcation point of Lucidchart; (iii) that are caused by you; (iv) that result from your equipment, software or other technology and/or third party equipment,software or other technology(other than third party equipment within our direct control);(v)any Scheduled Maintenance as set forth in the Lucid SaaS Agreement;(vi)that result from the Customer's network and systems not being incompliance with relevant specifications provided by the Supplier from time to time; or (vii) arising from Our suspension and termination of your right to use Lucidchart in accordance with the Lucid SaaS Agreement (collectively, the "Lucidchart SLA Exclusions"). 19 Exhibit B BACK-UP POLICY (rev.2012.02.0 l) Lucidchart backs up documents and other data according to the following procedures: • Hourly snapshots are taken of all databases and stored on servers inside the datacenters of our hosting provider. Snapshots are saved for three months. • Once a week, the most recent version of all databases are downloaded and stored,in encrypted form,at a physically separate off site location 20 Exhibit C DATA AND PRIVACY POLICY This Lucidchart Privacy Policy ("Policy")describes how Lucid Software, Inc. ("Lucidchart," "Lucid," "we," or "us") collects, uses and discloses your personal information. This Policy applies to information we collect when you use our websites, mobile applications and other online products and services where this Policy is posted(collectively,the"Services"). Information That You Provide to Us • Lucid may collect information that you provide when you use the services, such as when you: (1) create an account; (2) make a purchase; (3) participate in events or promotions; (4)send questions or comments via e-mail or live chat to Lucid customer support; (5) submit your resume to us online; (6) fill out surveys; or (7) otherwise communicate with us through the Services. The types of personal information that you provide may include your name, e-mail address, telephone number, postal address, credit card information, and other contact or identifying information that you choose to provide. • Content.Lucidchart stores,processes and maintains riles that you create and/or upload using the Services (as well as previous versions of your files), including Lucid documents that you create,sharing lists,and other data related to your account in order to provide the service to you. Information That We Collect Automatically From You • Account activity. Lucid's servers automatically record certain information about your use of Lucidchart.Similar to other web services,Lucid uses both permanent and session cookies, web beacons, and pixel tracking technology to record information such as account activity(e.g., storage usage,number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), other log information (e.g., browser type, IP address,date and time of access, cookie ID,referrer URL,etc.),and to remember user preferences while using the services. Lucidchart may collect automated error reports in the case of software malfunction; such error reports may contain some or all of the information in your documents and may be reviewed to help resolve problems with the Lucidchart software or service. Information We Collect From Third Parties • We may obtain information from other sources and combine that with information we collect through our Services. For example, if you create or log into your account through a third-party social networking site,we will have access to certain information from that site, such as your name, account info and friends, in accordance with the authorization procedures determined by such third-party social networking site. • If you elect to purchase a license to use Lucidchart,we may receive information about your purchase from our third-party payment processor. • We use analytics services and software provided by third parties to help us understand how users access and use the Services. These tools and services place cookies, web beacons and other devices or technologies on our Services to enable them to track traffic data.The data collected typically includes information such as your IP address, your Internet Service Provider, your web browser, the time spent on webpages, the links clicked and the advertisements viewed on those pages. We use this information 21 to improve our Services and your experience, to see which areas and features of our Services are popular and to count visits. • We may display advertising to you on our site that is provided by third parties. How We Use Your Information • We use personal information collected through Lucid's services for purposes described in this Policy or otherwise disclosed to you on or in connection with our services. For example,we may use your information to: o Operate and improve our services; o Send you advertising or promotional materials, including information about new products, contests, features and enhancements, special offers and other events of interest from Lucid and our select partners; o Provide and deliver the products and services you request,process transactions, and to send you related information,including confirmations and invoices; o Send you technical notices, updates, security alerts and support and administrative messages; o Respond to your comments, questions and requests and provide customer service; o Monitor and evaluate trends, usage and activities in connection with our Services; o Personalize and improve the Services and provide ads, content, communications or features that match user profiles or interests;and o Link or combine with other information we get from third parties to help understand your needs and provide you with better service. • Files you create, upload, or copy to Lucidchart may, if you choose, be read, copied, used and redistributed by people you know or, again if you choose,by people you do not know. Information you disclose using the chat function of Lucidchart may be read, copied, used and redistributed by people participating in the chat. Use care when including sensitive personal information in files you share or in chat sessions,such as social security numbers, financial account information, home addresses or phone numbers. • Some features may be provided by third parties(e.g.,the payments processing services such as Amazon Payments,sharing features of social networks such as Facebook and Google+, etc.), who may receive and process your data. When you.use one of these features, you may be sharing data with the third party, including allowing the third party to process your data. Access to your data by these third parties is not governed by this Privacy Policy. • Lucidchart reserves the right to review documents to help resolve problems with the Lucidchart software or service,or to ensure compliance with our Terms of Service. Information Sharing • Lucidchart may share your personal information with third parties in the following limited circumstances: o When we have your consent. o With third party vendors, consultants and other service providers who are working on our behalf, who are hosting our data, and need access to your information to carry out their work for us. These entities have agreed to maintain the confidentiality,security,and integrity of the personal information 22 they obtain from us,and,unless we notify you otherwise and provide you with an opportunity to opt-out, will not use your personal information for any purpose other than as described in this Policy. o With data analytics and advertising services in order to understand your preferences and to show you advertising on our site or through our service. o With law enforcement, courts of competent jurisdiction, or others when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce applicable Terns of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against harm to the rights, property or safety of Lucidchart,its users or the public as required or permitted by law. o With your employer if you are a Lucidchart registered user,and the domain of the primary email address associated with your Lucidchart account is owned by your employer and that email address was assigned to you as an employee of that organization, and an authorized representative of that organization wishes to establish a Lucidchart company account and add you to it, then certain information concerning your individual account may become accessible to that organization's administrator including your name and email address,and your account may be added to the corporate account. • We may share with third parties certain pieces of aggregated, non-personal information,such as the number of users who used a type of document, for example, or how many users clicked on a particular advertisement. Such information does not identify you individually. • In connection with,or during negotiations of,any merger,sale of some or all of Lucid's assets, bankruptcy or reorganization, financing or acquisition of all or a portion of Lucid's business to another company. Data Security • Lucidchart takes reasonable measures to protect your personal information and your documents from loss, misuse and unauthorized access, disclosure, alteration and destruction and to ensure that your documents remain available to you. EU Safe Harbor and Dispute Resolution for Users in the European Union • Lucid complies with the U.S.—EU Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries.Lucid has certified that it adheres to the Safe Harbor Privacy Principles of notice,choice,onward transfer,security,data integrity,access,and enforcement. To learn more about the Safe Harbor program,and to view our certification page,please visit http://www.export.gov/safeharbor/. • Lucid is committed to resolving complaints about your privacy and our collection or use of your personal information. Users located in the European Union with inquiries or complaints regarding this Privacy Policy should first contact Lucid at: privacy@Lucidchart.com. For disputes over Lucid's compliance with the EU Safe Harbor Principles that remain unresolved, Lucid has elected to use JAMS as an independent dispute resolution mechanism. If you do not receive timely acknowledgment of your complaint,or we do not satisfactorily address your complaint, please visit the JAMS website at: http://www.jamsadr.com/file-safe-harbor-claim/for more information and to file a complaint. 23 Your Choices • You may terminate your use of Lucidchart at any time. • Editing or Deleting your Personal Information. If you have created an account, you may at any time review and/or update the contact information we have for you. Please note that even if you delete information from your account, or deactivate it, we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of your information for a certain period of time. • Promotional Communications. You may opt out of receiving promotional emails, text messages, or mail from Lucid by visiting your user settings page at www.Lucidchart.com/users/settings and updating your communications preferences, by following the instructions in emails or text messages, or by sending an e-mail to privacy@Lucidchart.com. If you opt out, we may still send you transactional or relationship messages, such as emails about your account or our ongoing business relations. • Cookies.Most web browsers are set to accept cookies by default.If you prefer,you can usually choose to set your browser to remove or reject browser cookies. Removing or rejecting browser cookies does not necessarily affect third party flash cookies used in connection with our Services. For more information about how to delete or disable flash cookies please visit www.adobe.com/products/flashplayer/security. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Services. 24 EXHIBIT D LUCIDCHART ENTERPRISE TECHNICAL SUPPORT AGREEMENT During the term of the agreement, Supplier will provide to Customer technical support based on the support level selected below. 1. Standard Support. • Access to technical support provided by e-mail from 8 a.m. to 5 p.m. Mountain Standard Time during the normal business week of,and in accordance with statutory holidays of, the United States. Supplier will use reasonable commercial efforts to provide response to Customer within 3 business days. • Access to the Lucidchart support website. • Access to all bug fixes,patches and product updates. • Customer may designate up to two(2)individuals("Designated Contacts")per title of Software for Standard Support to act as liaisons with Supplier's Technical Services staff. 2. Premium Support. • Access to technical support provided by e-mail from 8 a.m. to 5 p.m. Mountain Standard Time during the normal business week of, and in accordance with statutory holidays of, the United States. Supplier will use reasonable commercial efforts to provide response to Customer within I business day. • All items listed under Standard Support, except that Customer may designate six (6) individuals as Designated Contacts. • Access to technical support provided by telephone on a 240 basis for Severe Cases. Supplier will use reasonable commercial efforts to provide response to Customer within 3 hours. • Continuous Efforts problem resolution(available upon request for Severe Cases only). Definitions: • Severe Cases: Customer is experiencing a substantial loss of service,or a substantial portion of Customer's data is at significant risk of loss or corruption. Support Agreement Terms and Conditions: • Support Policies: The support service(s) will be provided in accordance with Lucidchart's Enterprise Technical Support Policy and other support policies which may be revised and updated by Supplier from time to time without notice to Customer. • Continuous Efforts: Customer may request Continuous Efforts to resolve any Severe Case. "Continuous Efforts" means work will continue after normal business hours, including weekends and local holidays. Supplier's ability to provide "Continuous Efforts"may depend on Supplier being able to contact Customer's Designated Contact 25 to continue Problem resolution, for example to assist with gathering information and performing tests.If Customer does not request Continuous Efforts,work on Customer's case will stop at the end of business hours,and resume at the start of the next business day. • Designated Contacts: Supplier will provide Support Services to Customer through Customer's Designated Contacts.Customer's Designated Contacts will be responsible for(i)overseeing Customer's request for assistance,and(ii)developing and deploying troubleshooting processes within Customer's organization. Customer's Designated Contacts must be technically skilled and knowledgeable about the Software and the environment in which it is being used, in order to help resolve system issues and to assist Supplier in analyzing and resolving service requests;otherwise,Supplier's ability to provide Support Services to Customer may be impaired,and Supplier may request that Customer replace the Designated Contact. • Acknowledgement of Use of Personal Data. Customer recognizes that Supplier will require Customer to supply certain personal data (such as business contact names, business telephone numbers, business e-mail addresses), in order for Supplier to provide Support and to keep Customer apprised of support and product updates. Customer acknowledges that Supplier is a global organization,and such personal data may be accessible on a global basis to enable Supplier to provide Customer support. By providing such personal data,Customer consents to Supplier using,transferring and processing this personal data on a global basis for the purposes described above. • Support Services Warranty. Supplier warrants, for a period of thirty(30)days from the date of performance of support services under this Agreement, that such support services will be performed in a manner consistent with generally accepted industry standards. For support services not performed as warranted in this provision, and provided Customer has reported such non-conformance to Supplier within thirty(30) days of performance of such non-conforming support services, Supplier will, at its discretion, either correct any nonconforming support services or refund the relevant fees paid for the nonconforming support services. THIS IS CUSTOMER'S EXCLUSIVE REMEDY AND SUPPLIER'S SOLE LIABILITY ARISING IN CONNECTION WITH THE SUPPORT SERVICES WARRANTY DESCRIBED IN THIS SECTION. 26 ® New Vendor ❑ Reactivate Vendor • KE 0 T Vendor Set-up Form ❑ Address Change WASH!N G T O N To be filled out by Vendor ONLY Vendor Number FINANCE 220 Fourth Avenue South • Kent,WA 98032-5895 • Phone: (253) 856-5235 • Fax: (253) 856-6200 . - - An incomplete form will create a delay in our payment(s)to you and your payment(s) could be subject to the IRS required back-up withholding. Lucid Software, Inc. Name, as it will appear on check (NO ABBREVIATIONS) Doing Business As(If different than name on check) 10808 S. River Front Parkway, Suite 650 10808 S. River Front Parkway, Suite 650 Payment Address Business Address South Jordan UT 84095 South Jordan UT 84095 City State Zip City State Zip _(844 A65-8243 Jordan Bauer Phone Number Accounts Receivable Contact UNTITo .- check the appropriate box 2 Corporation ❑ Government Agency ❑ Individual/Sole Proprietor ❑ Non-Profit ❑ Partnership This business is ❑ Minority Owned ❑Women Owned ❑ Both Minority and Women Owned it Neither Will you provide medical services to the City of Kent? ................................................................Yes 10 Will you provide legal services to the City of Kent? ....................................................................Yes I* Will you provide services other than medical or legal to the City of Kent?....................................`M No Will you provide parts, supplies or materials to the City of Kent?..................................................Yes I* Do you pay sales tax to the State of Washington?........................................................................Yes I* if exempt from Form 1099 reporting, and check your qualifying exemption reason below: ❑ 1. Corporation, except there is no exemption for medical and healthcare payments or payments for legal services ❑ 2. Tax Exempt Charity under 501(a), or IRA ❑ 3. The United States or any of its agencies or instrumentalities ❑ 4. A state,the District of Columbia, a possession of the United States, or any of their political subdivisions ❑ 5. A foreign government or any of its political subdivisions Name (Owner of the Tax Payer Identification Number(EIN or SSN) as name appears on IRS or Social Security Administration Records): Lucid Software Inc. Social Security#: or Federal TIN:26-4737100 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and, 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b) I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding. Signature ► r ILM 15Mr Date 0,3/l/2017 fics2727 indd•2104 Form W-9 Request for Taxpayer Give Form to the (Rev.December 2014) requester.Do not Department of the Treasury Identification Number and Certification send to the IRS. Internal Revenue Service I Name(as shown on your income tax return),Name is required on this fine;do not leave this line blank. Lucid Software, Inc. 2 Business name/disregarded entity name,if different from above cL 3 Check appropriate box for federal tax classification;check only one of the following seven boxes; 4 Exemptions(codes apply only to C certain entities,not individuals;see 0 M Inclivid ual/sole proprietor or R1 C Corporation [J S Corporation 0 Partnership ❑Trustlestate instructions on page 3): (A 0 single-member LLC Exempt payee code(if any) CL ._2 ❑Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P-partnership)11- 0 Exemption from FATCA reporting o 2 Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for 15 the tax classification of the single-member owner. code(if any) ❑Other(see instructions)10- M�(Apphes do accau —Ot—od oWs,dq 1h.U.S.) 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) rOL 10808 S. River Front Parkway,Suite 650 0 6 City,state,and Zip code u) South Jordan, Utah 84095 7 List account number(s)here(optional) I JM Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,fora resident alien,sole proprietor,or disregarded entity,see the Part I instructions an page 3.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a M TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on Page 4 for Employer identification number J guidelines on whose number to enter. M26 4 7 1 3 � 7 � 1 0 0 1= Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2, 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)B have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;,and 3, 1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply. For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(PA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. _nnruqiqned by,-.. =Sign Signature of 2/4/2016 Hiegreui.gS.-person 1� ahioi &Ng�r_ Date P, -Form 1098(home mortgage interest),1098-E(student loan interest),1098-T General lnstructior6_662BCC82A15441A... (tuition) Section references are to the Internal Revenue Code unless otherwise noted. -Form 1099-C(canceled debt) Future developments.information about developments affecting Form W-9(such -Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release it)is at www.irs.gov/fw9. Use Form W-9 only if you are a U,S.person{including a resident alien),to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information if you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(ITIN),adoption taxpayer identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued), you,or other amount reportable on an information return.Examples of information 2.Certify that you are not subject to backup withholding,or returns include,but are not limited to,the following: 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-INT(interest earned or paid) applicable,you are also certifying that as a U.S.person,your allocable share of •Form 1099-DIV(dividends,including those from stocks or mutual funds) any partnership income from a U.S.trade or business is not subject to the •Form 1 099-MISO(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting,is correct.See What is FATCA reporting?on •Form 1099-5(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form 1i!1(-9(Rev.12-2014)