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Home My WebLink AboutIT17-422 - Original - Siriusware, Inc. dba Accesso - ShoWare Point of Sale (POS) System Upgrade - 07/11/2017 f»>Jlt��ff � 0/Ottt ///if cords M Document WASHINGTON CONTRACT COVER SKEET 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 fame: Accesso 'vendor Number: 1533224 ID Edwards Cumber Contract Number: 1 1 " 'f This. Is assigned by City Clerk's Office Project Name: Accesso-SiriusWare ShoWare POS system upgrade Description:. ❑ Interlocal Agreement E9 Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: I Termination Date: Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: James 'Endicott Department: Information Technology Contract Amount: 400 399.54 Approval Authority: [-I Department Director El mayor N City Council Detail: (i.e. address, location, parcel number, tax id, etc.):. As of: 08/27/14 a accesso. MASTER AGREEMENT Master Agreement No. CITY OF KENT- 2017 This Master Agreement No.City of Kent-2017(this"Agreement"), dated I, 2017(the"Effective Date"),is entered into by and between Siriusware, Inc. d.b.a. accesso ("Accesso"), whose address fol purpose of notices hereunder is 302 Camino de la Placita, Taos, NM 87571, Attn: L Lngk-askfyfinnaNA] and the City of Kent, a Washington municipal corporation ("Customer"), whose address for purpose of notices hereunder is 220 4th Ave. S., Kent, WA 98032 Attn: . In consideration of the mutual covenants and agreements set forth below,and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Customer and Accesso agree as follows: 1 NATURE OF AGREEMENT:Accesso shall provide Services and Software to Customer that may include software,hardware,custom software development,systems integration,maintenance and other services,as described in more detail in executed Sales Orders between Accesso and Customer. This Agreement shall apply to all Services and Software that are provided by Accesso to Customer during the Term of this Agreement including but not limited to Software that is owned or developed by Accesso and licensed to Customer,and third party products that are acquired for Customer by Accesso. 2 DEFINITIONS: As used in this Agreement,subsequent Sales Orders,Statements of Work,and other ancillary documents attached hereto or issued hereunder,the following terms shall have the meanings set forth below: 2.1 Acceptance Date—shall mean the completion date of a successful Acceptance Period,which date has passed. 2.2 Affiliate—shall mean,with respect to any entity, (i)a member, partner,shareholder, owner,trustee, director, employee or executive officer of any such entity, or of any entity identified in clause (ii), and (11) any other entity that, directly or Indirectly through one or more intermediaries,controls, Is controlled by,or is under common control with,the specified entity. As used in this definition of Affiliate, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an individual or entity, whether through ownership of voting securities,by contract or otherwise. 2.3 Confidential Information —shall mean any proprietary or confidential information or material that the disclosing party treats as confidential and is(1)disclosed hereunder in tangible form and marked "Confidential"at the time it is delivered or disclosed hereunder to the receiving party, (H)disclosed orally hereunder and identified as confidential or proprietary when disclosed with such disclosure being confirmed in writing by the disclosing party to the receiving party within thirty (30)days after disclosure,or(Ili)disclosed hereunder and known by the receiving party,or under the circumstances should have been known by the receiving party,to be confidential. 2.4 Costs—shall mean the cost of any third party materials and/or services obtained by Accesso in orderto perform the Services or develop the applicable Software,including if appropriate, material handling and shipping costs. 2.5 Customer Venue(s)—shall mean the Customer location or locations where the applicable Software to be provided by Accesso may be utilized by Customer as more particularly described in the applicable Sales Order for such Software. 2.6 Deliverable—shall mean any items to be delivered or provided by Accesso under the terms of this Agreement or any Sales Order,including without limitation,the custom software,Services or Documentation. 2.7 Derivative Work — shall mean any computer program or documentation resulting from the modification, recasting, transformation or adaptation of an existing computer program or item of documentation owned or developed by a party, excluding data output of any such computer program. A computer program that uses or operates on data output of another computer program shall not be considered a"DeriTative Work`of the original program merely because it uses or operates on such data. 2.8 Development Fee—shall mean the hourly rate invoiced by Accesso and described in more detail in each applicable Sales Order for all Development Services. 1 2.9 Development Services — shall mean the services provided by Accesso in connection with a Sales Order related to alterations, modifications or enhancements to Software, network configuration or any other system infrastructure, or custom report development. 2.10 Documentation—shall mean the documentation, instructions, technical data, specifications and user's guides published by Accesso as well as any functional specifications developed by Accesso under this Agreement or any Sales Order. 2.11 Enhancement—shall mean any Software enhancement requested by Customer In connection with a Sales Order. 2.12 Hardware—shall mean the hardware identified in the applicable Sales Order pursuant to which the applicable Software is licensed to Customer. 2.13 Implementation Requirements—shall mean the requirements for implementation of the applicable Software as set forth in the applicable Sales Order pursuant to which such Software is licensed to Customer. 2.14 License—shall mean the term license for the applicable Software as described in more detail in the applicable Sales Order pursuant to which such Software license is granted to Customer. For the avoidance of doubt, Customer understands, acknowledges,and agrees that the License is a term license existing and unless earlier terminated in accordance with the terms, provisions, and conditions of this Agreement and/or the applicable Sales Order pursuant to which such License is granted,shall continue in effect only so long as Customer is paying the applicable Support Services Fee. 2.15 Sales Order—shall mean the executed document(and any attachments and/or exhibits thereto)issued under and governed by this Agreement and that describes the Services,and/or Software to be provided by Accesso 2.16 Service Fees—shall mean all amounts billed to Customer by Accesso-related to the performance of the Services or the development,licensing and/or provision of the applicable Software under this Agreement or any Sales Order,including but not limited to,Support Services Fees and Development Fees. Notwithstanding the foregoing,the Service Fees shall not include the travel,lodging,and incidental expenses for Accesso's personnel. Accesso reserves the right to adjust its Service Fees from time to time upon thirty (30) days prior written notice to Customer, or as otherwise provided for in this Agreement and/or any applicable Sales Order. 2.17 Services—shall mean the services provided by Accesso to Customer pursuant to a Sales Order,including but not limited to, any custom software development,Deliverables,Implementation Services,Support Services,and Development Services. 2.18 Software— shall mean the applicable baseline computer software in object code (or Source Code forms, if applicable) licensed, owned or developed by Accesso for which Customer is granted a License pursuant to a software license Sales Order issued under this Agreement,as well as Enhancements and Updates provided by Accesso to Customer under a Sales Order,and any firmware(including third party products)provided hereunder by Accesso to Customer. 2.19 Software Price — shall mean the price for the purchase of the License for the applicable Software as set forth in the applicable Sales Order pursuant to which such Software is licensed to Customer. 2.20 Software Warranty Standards — shall mean (i) the applicable Software will conform in all material respects to the Specifications, (ii)testing of release versions of the applicable Software will be performed in accordance with standards typical for software testing in the industry,and(ill)the applicable Software,its possession and/orthe use thereof permitted under this Agreement and the applicable Sales Order will not infringe any United States patent or United States copyright. 2.21 Source Code — shall mean the textual form of the applicable Software, including written comments and programmer documentation,flow charts,logic diagrams,pseudo code,notations or other supporting writings,regardless of the media on which it is stored, and is intended for translation into an executable or intermediate form, or is intended for direct execution through interpretation. 2.22 Specifications—shall mean all specifications contained in (i) the Documentation, the terms of which are incorporated herein by reference as though fully set forth herein,and(ii)any attachment or exhibit to the applicable Sales Order for the Master Agreement No.City of Kent-2017 2 applicable Software. 2.23 Statement of Work—shall mean the executed document(and any attachments and/or exhibits thereto)issued under and governed by this Agreement and that describes the Services to be provided by Accesso. 2.24 Support Services—shall mean support for the applicable Software as more particularly described in and provided by Accesso pursuant to a Sales Order. 2.25 Support Services Fee—shall mean the fee invoiced by Accesso pursuant to each applicable Sales Order for any Support Services provided to Customer thereunder. 2.26 Unauthorized Code—shall mean any virus, Trojan horse, worm, or other software routines or hardware components designed to permit unauthorized access;to disable,erase,or otherwise harm software, hardware,or data;or to perform any other harmful actions. The term Unauthorized Code does not include Self-Help Code. 2.27 Updates—shall mean any subsequent updates of the applicable Software developed in connection with a particular Sales Order and which are generally made available to Customer at no additional charge as part of the Support Services as determined by Accesso in its sole discretion. Updates shall not include additional Enhancements,future products,modules or major version releases that Accesso licenses separately. Customer may license new version releases of the applicable Software from Accesso upon execution of a mutually agreeable Sales Order. 3 SALES ORDERS: Accesso will perform the Services, deliver the applicable Software, and/or provide access to the applicable Software as set forth in mutually agreed upon Sales Orders executed from time to time by Customer and Accesso during the Term of this Agreement. Neither Customer nor Accesso shall have any obligation to enter into any particular Sales Order,and each may choose to accept or not accept, in each party's sole discretion, any proposed Sales Order. The parties acknowledge and agree that changes affecting scope,cost and other activities regarding Software or Services shall be implemented by a mutually agreed upon project change request and may require the execution of one or more additional Sales Orders and/or Statements of Work. Customer understands,acknowledges and agrees that Accesso may discharge all and any of its duties and/or obligations under this Agreement and/or any Sales Order through any Affiliate of Accesso. 4 STATEMENTS OF WORK: Accesso will perform the Services as set forth in mutually agreed upon Statements of Work executed from time to time by Customer and Accesso during the Term of this Agreement. Neither Customer nor Accesso shall have any obligation to enter into any particular Statement of Work, and each may choose to accept or not accept, in each party's sole discretion,any proposed Statement of Work. 5 FEES AND PAYMENT TERMS: 5.1 All monetary amounts referenced in this Agreement and/or any Sales Order shall be in the currency identified on the applicable Sales Order. Accesso's invoices and Customer's payments under this Agreement and/or any Sales Order shall be executed in the currency identified on the applicable Sales Order.Customer shall pay Accesso upon being invoiced for all amounts due under this Agreement or any Sales Order, including but not limited to,all Service Fees, Costs,ODCs and applicable sales or use taxes. If a price is identified in a Sales Order as an estimate, Customer shall have no obligation to make any payment to Accesso in excess of the total estimated price, and Accesso shall have no obligation to continue to perform work beyond the total estimated price, even if the Services have not been completed or the results desired by Customer have not been achieved. The parties may,by mutual written agreement,.increase the total estimated price. The amount to be paid to Accesso for Services performed which exceed a price estimate shall be set forth in the applicable Sales Order. Fractional parts of an hour shall be payable on a prorated basis if any Sales Order contains a billable hour rate structure. Unless otherwise stated in a specific Sales Order,the labor hour billing rates set forth in a Sales Order shall be effective through such Sales Order's stated term. Accesso will use commercially reasonable efforts to achieve Customer's desired results within any total estimated price set forth in a Sales Order,however,Customer understands,acknowledges, and agrees that any stated amount is an estimate only,and not a guarantee that Customer's desired results can be achieved for such estimated amount. Notwithstanding anything contained herein to the contrary,in the event any Sales Order is issued hereunder in a currency other than USD,Accesso shall have the right to adjust the applicable exchange rate upon thirty(30)days prior written notice to Customer if Accesso determines,in its sole but reasonable discretion,that the such exchange rate has increased by ten percent(10%)or more;provided,however,Accesso shall not make adjustments to any Master Agreement No.City of Kent-2017 3 exchange rate more than once in any twelve(12)month.period. 5.2 Customer shall reimburse Accesso for all reasonable other direct costs("ODCs")which shall include but are not limited to travel and associated living expenses, copying, overnight deliveries, shipping, leased hardware for Customer's specific environments, and set up charges for leased hardware expenses incurred in connection with providing the applicable Software and performing Services. Unless otherwise specified in a Sales Order, Customer acknowledges and agrees to reimburse Accesso for Accesso's travel and associated living expenses in accordance with the rates set forth on the Travel and living Reimbursement Policy attached hereto as Exhibit A. 5.3 Unless otherwise specified in a Sales Order,Accesso shall provide a monthly invoice to Customer for all Service Fees,Costs, and ODCs incurred by Accesso pursuant to this Agreement or any Sales Order,together with applicable taxes. Customer shall designate in each Sales Order a Customer representative and his or her contact information,including electronic mail address,to accept and process Accesso's invoices. Customer shall notify Accesso in writing within five(5)business days of any change in contact information for the Customer representative. 5.4 Unless otherwise specified in a Sales Order and/or subject to the provisions contained in Section 5.5,amounts invoiced to Customer are due and payable by Customer within thirty(30)days of the date of such invoice. If Customer fails to pay the total of any invoiced amount within thirty(30) days of such invoice, (I) interest compounded at the rate of eight percent (8%)per annum,shall be charged on all amounts unpaid and outstanding and (ii)Accesso shall have the right,in addition to its other rights and remedies,to suspend all and any(a)further performance of the Services(including without limitation, Support Services), (b) license for, subscription, access to,or further delivery of Software hereunder or pursuant to all or any Sales Orders issued hereunder,which suspension shall continue until Accesso has received the full outstanding amount due pursuant to this Section 5.4. In such event,Customer shall directly assume all liabilities to any third parties for Costs incurred by Accesso on behalf of Customer or at Customer's request and shall indemnify Accesso for the same. In the event of a monetary default by Customer,it agrees to pay Accesso all costs of collection which shall include,but are not limited to,all reasonable attorneys'fees,costs,and expenses,and costs charged by a collection agency,incurred at any stage of the proceeding,including investigation,trial,appeal,arbitration and bankruptcy. 5.5 Customer may, in good faith,dispute,in whole or in part,any invoice submitted hereunder and withhold payment of any disputed portion so long as it shall,within fifteen(15)days of the date of the invoice,give written notice to Accesso of such dispute, stating the amount in dispute,the basis of the dispute, and pay the undisputed amount pursuant to the terms hereof. In such circumstances, Customer's failure to pay a disputed amount shall not constitute a breach or default hereunder and will not result in the discontinuance of Services or application or accrual of late charges or penalties for the disputed amount. 5.6 Customer agrees that,unless otherwise expressly specified in a Sales Order,its purchases are not contingent on Accesso's delivery of any future functionality or features, or dependent on any oral or written public comments made by Accesso and/or its Affiliates regarding future functionality or features of any Software. Additional functionality will not be added to any applicable Software without negotiation, and if added, may require Customer's payment of additional fees to . Accesso. 5.7 Customer understands, acknowledges and agrees that Accesso shall have the right, upon written notice to Customer,to adjust all and any Service Fees set forth in any Sales Order upon the anniversary of the Effective Date of such Sales Order. Such adjustment shall not exceed the greater of(a)three percent(3%)of the applicable Service Fees,or(b)the percent increase in the U.S.Department of Labor,Bureau of Labor Statistics,Consumer Price Index,U.S.City Average,for all Urban Consumers,other goods and services('82284=100)(the"CPI-U Index")between the annual averages of the most recently published twelve(12)month period and the immediately preceding twelve(12)month period. For the avoidance of doubt, the term"Service Fees"shall not include ODCs and/or Costs. 6 CUSTOMER RESPONSIBILITIES: 6.1 Customer shall provide, maintain and make available to Accesso, at Customer's expense and in a timely manner, the following resources, and such other additional resources or information, as Accesso may from time to time reasonably request in connection with Accesso's performance of the Services: Master Agreement No.City of Kent-2017 4 6.1.1 Qualified Customer personnel or representatives who will be designated by Customer to consult with Accesso on a regular basis and provide information necessary to perform the Services; 6.1.2 Access to Customer's premises and appropriate workspace for Accesso personnel at Customer's premises as necessary for performance of any Services to be performed at Customer's premises;and 6.1.3 All resources requested by Accesso in a Sales Order. 7 CONFIDENTIAUTY: 7.1 Confidential Information. Except as expressly provided herein, the parties agree that the receiving party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose,except as expressly authorized by this Agreement,any Confidential Information furnished to it by the disclosing party,except to the extentthat the receiving party can establish by competent proof that such Confidential Information(i)was already known to the receiving party,other than under an obligation of confidentiality,at the time of disclosure,(ii)was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party,(III)became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of this Agreement,(iv)was subsequently lawfully disclosed to the receiving party by a person other than a party hereto,or(v)was Independently developed by the receiving party without reference to any information communicated to the receiving party by the disclosing party. 7.2 Permitted Use and Disclosure. Each party may use the other party's Confidential Information only to the extent required to accomplish the purposes of this Agreement. Each party may disclose the other party's Confidential Information (i)to the extent such disclosure is required by law, or court order,provided, however,that if either party is required to make any such disclosure of the other party's Confidential Information and It is legally permissible to do so,such party will give reasonable advance notice to the other party of such disclosure and will use commercially reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through a protective order or otherwise), or (11)to its employees,agents,consultants and other representatives to accomplish the purposes of this Agreement,so long as such persons are under an obligation of confidentiality no less stringent than as set forth herein. Each party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its employees,agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. Upon termination of this Agreement or at any time upon the demand of the disclosing party for any reason,the receiving party promptly shall return to the disclosing party or,at the disclosing party's option,destroy and certify the destruction of,all tangible materials(and all copies thereof)that disclose or embody the disclosing party's Confidential Information. In the event of such a decision or demand, all Confidential Information prepared by the receiving party based on Confidential Information provided by the disclosing party shall be returned to the disclosing party and no copy thereof shall be retained. 7.3 Public Disclosure. In the event that either party desires to issue a press release containing the other party's name, logo, trademark (collectively hereinafter "Mark") or copyrighted materials, or use the other party's Mark or copyrighted materials In any published materials,the party desiring to issue the release or use the other parry's name(the"Requesting Pa ) shall first provide the proposed press release or other materials to the other party (the "Permitting Party") for review and approval, which approval may be withheld in the Permitting Party's sole and exclusive discretion. Notwithstanding the foregoing,either party may disclose,without the consent of the other party,the existence of the other party as a customer or technology service provider,as applicable. 7.4 Confidential Terms. Each party agrees that the terms of this Agreement are the Confidential Information of each party. Except as expressly provided herein,or required by applicable law(and then subject to Section 7.2),each party agrees not to disclose any of the terms of this Agreement to any third party without the prior written consent of the other party, provided, however, that either party may disclose the terms of this Agreement without such consent to actual or prospective investors or corporate partners or to its accountants,attorneys and other professional advisors. 8 CUSTOMER DATA: Accesso acknowledges that any data (electronic or otherwise),electronic data processing media,papers or other tangible personal property furnished by Customer to Accesso or otherwise received by Accesso in connection with Accesso's Master Agreement No.City of Kent-2017 5 provision of Software and/or Services to Customer is and shall remain the sole property of Customer (the "Customer Data"). Accesso shall not disclose or use Customer Data for any purposes other than to carry out the purposes for which Customer disclosed the Customer Data to Accesso, or as permitted by this Agreement and Accesso shall take commercially reasonable measures to protect the confidentiality of Customer Data that comes into Accesso's possession, however,Accesso assumes no liability for any Customer Data once transported onto a non-Accesso managed communication network,including,but not limited to the Internet or any third party system. Notwithstanding anything contained herein to the contrary,Customer acknowledges and agrees that Accesso may aggregate Customer Data with data from other customers of Accesso and/or its Affiliates for purposes of monitoring trends in the industry and Accesso's use and disclosure of such aggregated Customer Data shall not constitute a breach of the terms and provisions of this Agreement,so long as such Customer Data is sanitized so that Customer is not identified as the source of the information. 9 INTELLECTUAL PROPERTY: 9.1 Customer and Accesso shall each retain ownership of, and all right, title and interest in and to, their respective, pre- existing intellectual property and any Derivative Works created from such intellectual property(the"Preexisting Intellectual Property"),and no license therein,whether express or implied,is granted by this Agreement or as a result of the Services performed hereunder,except as set forth in Section 9.2 of this Agreement. 9.2 Accesso shall take title to and ownership of all intellectual property rights in any Deliverable developed by Accesso (including without limitation,copyrights and patent rights,any invention(whether patentable or not),work of authorship, or other intellectual property). 9.3 Notwithstanding anything contained in this Agreement and/or any Sales Order to the contrary, in the event that any Deliverable is developed jointly by Accesso and Customer, then such Deliverable shall be owned by Accesso, and any copyright and patent rights relating to the same shall be held in the name of Accesso. Customer hereby forever,irrevocably and unconditionally sells, assigns,transfers and conveys to Accesso all rights,title and interest in and to any such jointly developed Deliverable, including but not limited to all patents, copyrights, trade secrets and other intellectual property rights therein,worldwide,without exception. 9A Nothing in this Agreement shall prevent Accesso from utilizing any general know-how, techniques, ideas, concepts, algorithms,or other knowledge acquired or developed during the performance of this Agreement,on behalf of itself and/or its other Customers. Accesso may perform the same or similar services for others, provided that any Confidential Information of Customer is treated in accordance with Section 7 of this Agreement. 9.S Except as specifically set forth in Section 9 of this Agreement,or expressly set forth in a Sales Order,Customer shall have no rights to any intellectual property of Accesso(whether Accesso's Preexisting Intellectual Property or intellectual property hereafter developed). 9.6 Customer agrees not to use any Software licensed by Accesso to Customer in any way beyond the scope of this Agreement, and the License pursuant to which such Software is licensed to Customer,and to take all reasonable steps to protect the Software and Documentation from theft or from use by others contrary to the terms of this Agreement and the applicable Sales Order pursuant to which such Software is licensed to Customer,and not to disassemble, decompile, or otherwise reverse engineer such Software. 10 USER ACCEPTANCE TESTING: Unless otherwise provided in a Sales Order,upon completion of the delivery and installation of the applicable Software or any Enhancement, Accesso shall give Customer written notice that such Software or the Enhancement materially conforms to the Documentation. Within thirty(30)days of receipt of such notice(the"Acceptance Period"), Customer must either accept the applicable Software or Enhancement,or provide Accesso with a written response detailing the areas in which such Software or Enhancement has failed to perform materially in accordance with the Documentation (the "User Acceptance Testin '). Customer's failure to respond within the Acceptance Period will be deemed to be Customer's acceptance of the applicable Software or Enhancement. Customer will not unreasonably withhold,delay or condition its completion of User Acceptance Testing. If Customer provides a written response detailing areas in which the applicable Software or Enhancement has failed to perform materially in accordance with the Documentation,within thirty(30)days of Accesso's receipt of such written response,Accesso shall perform any necessary corrections and recertify in writing to Customer that such Software materially conforms to the Documentation, at which time the Acceptance Period will restart,and Customer shall then retest only those areas identified and Master Agreement No.City of Kent-2017 6 detailed in writing by Customer where the applicable Software or Enhancement failed to perform materially in accordance with the Documentation. If, after a reasonable number of repeated efforts, Accesso is unable to correct any material nonconformities preventing acceptance of the applicable Software or Enhancement, Customer's sole remedy will be to accept such Software or Enhancement and reach agreement with Accesso on an equitable adjustment to the amounts payable to Accesso under the applicable Sales Order to reflect the reduced value of such Software or Enhancement resulting from the uncorrected material nonconformities. 11 TAXES: Accesso shall be responsible for the proper billing and collection of any and all sales,use,value added,excise,import,privilege or other similar taxes or payments on each invoice submitted to Customer. Customer understands that the services and products provided are taxable for sales tax purposes under Washington state sales tax law. Customer agrees to pay such taxes as invoiced by Accesso in full. 12 PERSONNEL~ Personnel will at all times be considered employees or agents of the party providing such personnel and will not for any purpose be considered employees or agents of the other party. Each party shall assume full responsibility for the actions or inactions of the personnel it provides, and shall be solely responsible for the supervision, direction, control, salaries, workers' compensation coverage,disability and other insurance,benefits,and all other obligations required by law relating to its personnel. During the Term of this Agreement and for a period of two(2)years thereafter,Customer shall neither solicit for employment or engagement,nor employ or engage any employee or independent contractor of Accesso. 13 EFFECTIVE DATE,TERM,TERMINATION: 13.1 Effective Date, Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated, shall continue in full force and effect so long as at least one(1)Sales Order is in full force and effect(the`Term"). 13.2 Termination by Accesso. 13.2.1 For Cause.Accesso may terminate this Agreement or any Sales Order at any time for"cause"by giving Customer written notice of such termination reasonably specifying the grounds therefore. For purposes of this Agreement, "cause"shall mean(1)Customer's breach of or default under any term or provision of this Agreement,including,but not limited to,the duty to make payments in accordance with Section 5 of this Agreement or any Sales Order, (ii) Customer's infringement on Accesso's intellectual property (including without limitation, Accesso's Preexisting Intellectual Property)or disclosure of Accesso's Confidential Information,except as provided in this Agreement,(iii) Customer's bankruptcy or insolvency,or(iv)Customer's filing of a petition under any bankruptcy act, receivership statute or similar law or statute,or the filing of such a petition by any third party against Customer,or the making of an application for a receiver where such petition or application is not dismissed or otherwise favorably resolved within sixty(60)days. 23.2.2 Cure Period. With respect to a termination pursuant to Section 13.2.1, Customer shall have ninety(90)days(the "Customer Cure Period") from the date that Customer is deemed to have received the written notice given to Customer by Accesso pursuant to this Agreement to cure the grounds for termination described in such written notice. This Agreement shall terminate immediately following the expiration of the Cure Period if Customer fails to cure the grounds for termination during the Cure Period,provided,however,such cure period may be extended in writing by Accesso for a reasonable additional period if,in the judgment of Accesso,such default is capable of prompt cure and appropriate corrective action is instituted by Customer within the Customer Cure Period and Customer diligently pursues such cure. If Customer engages in conduct that is substantially similar to the conduct for which Customer previously received written notice from Accesso pursuant to Section 13.2.1 within twelve (12) months after the day that the original written notice was given to Customer by Accesso,the termination of this Agreement shall be effective as of the date Customer is deemed to have received the subsequent written notice given to Custombr by Accesso pursuant to this Agreement. Notwithstanding the foregoing, with respect to a monetary default or breach,the Customer Cure Period shall be reduced to thirty(30)days,after which if such breach or default is continuing, Accesso may elect to terminate this Agreement and/or any Sales Order or, in its sole discretion, suspend operation of its Services until the debt is fully satisfied. Notwithstanding the foregoing, in the event of cause pursuant to Section 13.2.1(ii) above,Accesso shall have the right to immediately terminate this Agreement and/or any or all Sales Orders. 13.3Termination by Customer. Master Agreement No.City of Kent-2017 7 13.3.1 For Cause. Customer may terminate this Agreement or any Sales Order at any time for"cause" by giving'Accesso written notice of such termination,which notice shall contain reasonable specificity of the grounds therefore. For purposes of this Agreement,"cause"shall mean(i)Accesso's breach of or default under any term or provision of this Agreement, (h) Accesso's infringement on Customer's intellectual property, (including without limitation, Customer's Preexisting Intellectual Property)or disclosure of its Confidential Information,(III)Accesso's bankruptcy or insolvency, or(iv)Accesso's filing of a petition under any bankruptcy act, receivership statute or similar law or statute, or the filing of such a petition by any third parry against Customer, or the making of an application for a receiver where such petition or application is not dismissed or otherwise favorably resolved within sixty(60)days. 13.3.2 Cure Period. With respect to a termination pursuant to Section 13.3.1, Accesso shall have ninety(90) days (the "Accesso Cure Period")from the date that Accesso is deemed to have received the written notice given to Accesso by Customer pursuant to this Agreement to cure the grounds for termination described in such written notice. This Agreement shall terminate immediately following the expiration of the Accesso Cure Period if Accesso fails to cure the grounds for termination during the Accesso Cure Period,provided,however,such cure period may be extended In writing by Customer for a reasonable additional period if,in the judgment of Customer,such default is capable of prompt cure and appropriate corrective action is instituted by Accesso within the Accesso Cure Period and Accesso diligently pursues such cure. If Accesso engages in conduct that is substantially similar to the conduct for which Accesso previously received written notice from Customer pursuant to Section 13.3.2 within twelve (12) months after the day that the original written notice was given to Accesso by Customer,the termination of this Agreement shall be effective as of the date Accesso is deemed to have received the subsequent written notice given to Accesso by Customer pursuant to this Agreement. 13.4 Effect of Termination. 13.4.1 The parties acknowledge and agree that all Sales Orders shall immediately terminate upon termination of this Agreement pursuant to this Section 13. Termination under this Section 13 will not affect payment obligations incurred under this Agreement or any Sales Orders prior to the effective date of termination,and for any Costs or ODCs incurred,including without limitation commitments to purchase products or services from third parties which were entered into by Accesso in the course of performance hereunder. Such Costs may include,but are not limited to, cancellation fees, minimum consulting fees, and non-refundable charges or fees for third party products or services. Upon termination of this Agreement or any Sales Order,Customer acknowledges and agrees that it shall immediately deliver all amounts owed to Accesso, including but not limited to, Service Fees, Costs, ODCs, all applicable taxes and Liquidated Damages. The termination of this Agreement or any Sales Order by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any liability for breach of such party's obligations under this Agreement. 13.4.2 Upon termination of this Agreement,each party shall promptly return to the other any and all personal property of the other held by such party, provided,that Accesso shall not be required to return property of Customer held by Accesso, if any fees required to be paid by Customer to Accesso are outstanding, and Accesso shall have a lien on such property,to the extent of the amounts unpaid by Customer. Upon the termination of this Agreement or any applicable Sales Order,all Licenses granted to Customer for any applicable Software shall immediately'terminate. 13.5 Liquidated Damages. 13.5.1 In the event any Sales Order is terminated by Customer prior to the expiration of such Sales Order's Initial Term or any Renewal Term,then,in addition to all amounts due thereunder as of the effective date of termination,Customer agrees to pay to Accesso the liquidated damages amount set forth in each terminated Sales Order(the"Liquidated Damages'). Customer acknowledges and agrees that in the event of the foregoing termination the amount of Accesso's actual damages will be incapable of precise estimation and that the'Liquidated Damages amount bears a reasonable proportion to Accesso's probable loss and is not a penalty. 14 WARRANTIES: 14.1 Accesso warrants that the Services provided under this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. The exclusive remedy for any breach of the foregoing warranty shall be that Accesso, at its own expense, and in response to written notice of a warranty claim by Customer within ninety(90)days after performance of the Services at Master Agreement No.City of Kent-2017 8 issue, shall, at its own option, either(i) re-perform the Services to conform to this standard, or(11) refund to Customer amounts paid for non-conforming Services. Customer's rights with respect to the foregoing warranty apply only if, (a) Customer timely notifies Accesso of any warranty claim in writing,and(b)no act or cause beyond the reasonable control of Accesso has occurred that was a substantial factor in causing the failure of the Services to meet the warranty terms herein. 14.2 ACCESSO HAS NO CONTROL OVER THE CONDITIONS UNDER WHICH CUSTOMER USES THE SOFTWARE. THEREFORE, ACCESSO DOES NOT AND CANNOT WARRANT THE RESULTS THAT MAY BE OBTAINED BY ITS USE. Accesso does,however, provide the following warranties in connection with the applicable Software provided under this Agreement and/or any applicable Sales Order: 14.2.1 Accesso represents and warrants that the media on which the applicable Software is recorded and delivered to Customer,if any,is free from software viruses and defects in materials and workmanship under normal use. Accesso represents and warrants that the applicable Software will perform in accordance with the Warranty Standards. Accesso represents and warrants that(i)as of the Effective Date,the applicable Software provided pursuant to the applicable Sales Order is at its current release level, and (ii) future releases of such Software will not degrade processing performance of such Software or cause such Software to fail to comply with the Warranty Standards. 14.2.2 Accesso will,at Accesso's sole election,either replace or repair any of the applicable Software that does not perform in accordance with the Warranty Standards. 14.2.3 Accesso represents and warrants to Customer that Accesso owns(and/or has appropriate licenses for)the applicable Software and Documentation and has full power and authority to enter into this Agreement and any applicable Sales Order. 24.2.4 The above warranties allocate the risks between Customer and Accesso arising out of or related to failure of the products and services provided to Customer by Accesso under this Agreement and any applicable Sales Order (including without limitation, all Software, Services, Enhancements, Updates, Deliverables, and Documentation). Accesso's Software and Documentation pricing reflects this allocation of risk and the limitations of liability contained in this Agreement. The warranties set forth above are in lieu of all other express warranties,whether oral or written. 14.3 Accesso does not warrant that the operation of the applicable Software will be uninterrupted or error free. The warranty does not cover any media or Documentation which has been subjected to damage or abuse by Customer. The warranty with respect to the applicable Software does not cover Software which has been altered or changed in any way by anyone other than Accesso or as authorized by Accesso. Accesso is not responsible for any problems caused by a change in the operating characteristics of the computer hardware or operating system that is made after the Acceptance Date. Accesso Is not responsible for any problems that occur as a result of the use of the applicable Software In conjunction with non- Accesso software,other than software specified in the applicable Sales Order pursuant to which such Software is licensed to Customer. 14.4 ACCESSO SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. ACCESSO FURTHER DISCLAIMS ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES APPLICABLE TO PRODUCTS OR SOFTWARE WHICH ARE OBTAINED BY CUSTOMER AND NOT MANUFACTURED OR DEVELOPED BY ACCESSO. THE ONLY WARRANTIES APPLICABLE TO PRODUCTS OR SOFTWARE NOT MANUFACTURED OR DEVELOPED BY ACCESSO SHALL BE THE WARRANTIES, IF ANY, OF THE MANUFACTURER OR DEVELOPER OF THOSE ITEMS,AND UNDER NO CIRCUMSTANCES SHALL ACCESSO HAVE ANY LIABILITY FOR ANY LOSS, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OF PRODUCTS OR SOFTWARE NOT MANUFACTURED OR DEVELOPED BY ACCESSO. 14.5 Customer represents and warrants to Accesso that(i)Customer has the right to use,disclose and disseminate to Accesso the intellectual property, (including without limitation, Preexisting Intellectual Property), Customer Data, information, specifications and data that it has provided or will provide to Accesso,including but not limited to,all Product information, In order for Accesso to perform the Services and to create the Deliverables, if any, identified in each Sales Order, (ii) Customer has a duly executed and enforceable license for Customer's and Accesso's possession and use of all intellectual property belonging to a third party and provided to or made available to Accesso by Customer or by any third party on behalf of or for the benefit of Customer in connection with this Agreement and/or any applicable Sales Order, and (III) Accesso's possession and use of the intellectual property(including without limitation Customer's Preexisting Intellectual Master Agreement No.City of Kent-2017 9 Property),Customer Data, information,specifications and data provided to or made available to Accesso by Customer or by any third party on behalf of or for the benefit of Customer in connection with this Agreement and/or any applicable Sales Order will not constitute an infringement upon any copyright,trademark,trade secret,or other intellectual property right of any third party. 15 LIMITATION OF LIABILITY: 15.1 Accesso's total liability to Customer for all liabilities, claims or damages arising out of or relating to this Agreement, regardless of cause or the legal theory asserted,including breach of contract or warranty,tort,negligence,strict liability, statutory liability or otherwise,shall not,in the aggregate,exceed two hundred percent(200%)of the amount actually paid to Accesso under the subject Sales Order for the twelve(12)month period immediately preceding such liability,claim,or damage. Any claim by Customer against Accesso relating to this Agreement, other than in warranty, must be made in writing and presented to Accesso within one(1)year after the earlier of:(1)the date on which the Customer accepts the Deliverable(s)at issue;or(0)the date on which Accesso completes performance of the Services at issue. 15.2 UNLESS EXPRESSLY SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES(INCLUDING, BUT NOT LIMITED TO,LOST PROFITS,LOST REVENUE, LOST BUSINESS OPPORTUNITIES,LOSS OF USE OR EQUIPMENT DOWN TIME,AND LOSS OF OR CORRUPTION TO DATA)OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT,REGARDLESS OF LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT,AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. 16 INDEMNITY,INSURANCE: 16.1 Accesso will defend Customer against any claim,demand,suit or proceeding made or brought against Customer by a third party alleging that the applicable Software infringes a United States patent,copyright,or trademark(each a"Claim Against Customer"),and will indemnify Customer from any damages,attorneys'fees,and costs finally awarded against Customer as a result of, or for amounts paid by Customer, under a settlement approved by Accesso in writing, of a Claim Against Customer, provided Customer(i) promptly gives Accesso written notice of the Claim Against Customer, (i1)gives Accesso sole control of the defense and settlement of the Claim Against Customer(except that Accesso may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability),and (III)gives Accesso full information, and assistance in settling and/or defending the Claim Against Customer. The foregoing obligations shall not apply to the extent a Claim Against Customer arises as a result of(a) modifications to the applicable Software made by any party other than Accesso or Accesso's authorized representatives,or(b)Customer's breach of this Agreement,any applicable Sales Order, and/or any Documentation. Customer shall not settle or compromise any such claim or suit, except with prior written consent of Accesso. Accesso shall not be liable for any costs or expenses incurred by Customer without Accesso's prior written authorization or for any claim based on the use or combination of the applicable Software with any other software not provided by or through Accesso. 16.2 In the event any such Claim Against Customer is brought or threatened,without limiting the foregoing,Accesso may,at its sole option and expense(i) procure for Customer the right to continue use of the applicable Software, or infringing part thereof, on commercially reasonable terms, (ii) modify or amend the applicable Software, or infringing part thereof, or replace the applicable Software, or infringing part thereof, with other software having substantially the same or better capabilities,or(ill)if Accesso reasonably determinesthat neither of the foregoing is commercially practicable,Accesso may, upon written notice to Customer,terminate this Agreement and/or the applicable Statement(s)of Work at issue(including any License granted thereunder),in which event each party will be released from any further obligation to the other under the terminated Agreement and/or Statement(s) of Work, except for the obligations that survive termination, so long as Accesso refunds to Customer any prepaid Support Services Fees covering the remainder of the term of any Support Services so terminated. THE FOREGOING STATES THE ENTIRE LIABILITY OF ACCESSO,AND THE SOLE REMEDY OF CUSTOMER WITH RESPECT TO INFRINGEMENT. 16.3 Customer shall indemnify,defend,and hold Accesso,its Affiliates,and their respective shareholders, members,directors, managers,officers,employees,independent contractors,agents,and assigns harmless from and against any claims,liability and costs incurred by Accesso to the extent that such claims,liability or costs result from or arise in connection with a third party alleging that any intellectual property (including, without limitation Customer's Preexisting Intellectual Property)or Product information provided to or made available to Accesso by Customer or by any third party on behalf of or for the benefit of Customer in connection with this Agreement and/or any applicable Sales Order infringes a United Master Agreement No.City of Kent-2017 10 States patent,copyright or trademark. 16.4 Accesso shall procure and maintain during the Term of this Agreement and any applicable Sales Order, insurance, as set forth below,against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Accesso,its agents,representatives,employees or subcontractors. 16.4.1 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 or its equivalent,and shall cover liability arising from premises,operations,independent contractors,products-completed operations, personal injury and,advertising injury,and liability assumed under an insured contract. Customer shall be named as an additional insured under Accesso's Commercial General Liability insurance policy with respect to the work performed for Customer using ISO additional insured endorsement CG 20 201185 or a substitute endorsement providing equivalent coverage. 16.4.2 Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a$2,000,000 products-completed operations aggregate limit. 16.4.3 The insurance policies are to contain, or be endorsed to contain,the following provisions for Commercial General Liability insurance: 16.4.3.1 Accesso's insurance coverage shall be primary insurance as respects Customer. Any Insurance,self-insurance,or Insurance pool coverage maintained by Customer shall be excess of Accesso's insurance and shall not contribute with it. 16.4.3.2 Customer shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of Accesso and a copy of the endorsement naming Customer as additional insured shall be attached to the Certificate of Insurance. Accesso's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought,except with respects to the limits of the insurer's liability. 16.5 Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 16.6 Accesso shall furnish Customer with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Accesso before commencement of the work. 16.7 Accesso shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for Accesso. 17 NON-WAIVER OF RIGHTS,EXPANSION OF RIGHTS: The failure of either party to insist upon performance of any provision of this Agreement,or to exercise any right,remedy or option provided herein,shall neither be construed as a waiver of the right to assert any of the same or to rely on any such terms or provisions at any time thereafter, nor in any way affect the validity of this Agreement, however,Accesso may, in its sole discretion, increase Customer's rights under this Agreement or any Sales Order from time to time. Customer understands,acknowledges,and agrees that any such increase in rights shall not modify the terms and provisions of this Agreement or any Sales Order,nor establish a course of conduct that affects the enforceability of the written agreement between the parties contained in this Agreement and/or any Sales Order. 18 SEVERABILITY: If any covenant,condition,term, or provision contained in this Agreement is held or finally determined to be Invalid,illegal,or unenforceable in any respect,in whole or in part,such covenant,condition,term,or provision shall be severed from this Agreement,and the remaining covenants,conditions,terms and provisions contained herein shall continue in force and effect,and shall in no way be affected,prejudiced or disturbed thereby. 19 INTERPRETATION;CONFLICTING PROVISIONS: The headings used in this Agreement are solely for the convenience of the parties, and the text of this Agreement shall govern in the event of any conflict or ambiguity. Each party has contributed to the drafting of this Agreement and the language used in this Agreement has been chosen by the parties hereto to express their mutual intent. Master Agreement No.City of Kent-2017 11 Consequently,no term or condition contained in this Agreement shall be construed against any party hereto on the ground that such party drafted the term or condition or caused the term or condition to be drafted. This Agreement and all Sales Orders and Statements of Work are intended to be read and construed in harmony with each other, but in the event of a conflict between any provision in this Agreement,or any Sales Order or Statement of Work,the order of precedence shall be as follows:the terms, provisions, and conditions of the Agreement, followed by the terms, provisions, and conditions of the applicable Sales Order, followed by the terms,provisions,and conditions of the applicable Statement of Work. 20 ASSIGNMENT: Customer may not sell,assign,transfer,or otherwise convey any of its rights or delegate any of its duties under this Agreement or any Sales Orders issued hereunder without the prior written consent of Accesso,which consent shall not be unreasonably withheld. 21 APPLICABLE LAW: This Agreement shall be governed by and construed under the laws of the State of Washington,without regard to its laws relating to conflict or choice of laws. The exclusive jurisdiction and venue for any action to enforce or interpret the provisions of this Agreement or any Sales Order shall be brought in the applicable state or federal court having jurisdiction over King County,Washington. Each party agrees that neither will assert in any such action,suit,or proceeding that it is not personally subject to the jurisdiction of such court,that the action,suit,or proceeding is brought in an inconvenient forum,and/or that the venue of the action,suit,or proceeding is improper. 22 DISPUTES: In the event of any dispute,controversy or claim arising under or in connection with this Agreement(the"Dispute"), then upon the written request of either party, each of the parties will appoint a designated senior business executive to work together for the purpose of endeavoring to resolve the Dispute. The designated executives will confer as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties reasonably believe to be appropriate in connection with its resolution. Such executives will discuss the Dispute and negotiate in good faith in an effort to resolve the Dispute without resorting to formal proceedings. The specific format for such discussions will be left to the discretion of the parties. No formal proceedings for the resolution of the Dispute under this Section 22 may be commenced until the earlier to occur of(1)a good faith mutual conclusion by the designated executives that an amicable resolution through continued negotiation of the matter in issue does not appear likely, or(ii)the thirtieth (30th) day after the initial request to negotiate the Dispute. Any Dispute,arising under,out of,in connection with,or in relation to this Agreement or any Sales Order, if not resolved informally through negotiation between the parties, will be resolved by final and binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration association ("AAA")then applicable. Two(2)arbitrators will be selected by the parties'mutual agreement or,failing that,by the AAA. The arbitrators will each be lawyers with at least ten(10)years of legal experience in the fields of software and information technology. The arbitrators will allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing fair, speedy, and cost effective resolution of disputes. The arbitration will be conducted under the Federal Rules of Civil Procedure then in effect. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section 22 are a complete defense to any suit,action,or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute. Nothing in this Section 22 prevents the parties from exercising their rights to terminate this Agreement in accordance with the provisions contained herein. 23 FORCE MAJEURE: Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including,without limitation,acts of God, acts of a public enemy,fires,floods,terrorism,wars,civil disturbances,sabotage,accidents,insurrections,blockades,embargoes, storms,explosions,acts of any governmental body,failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor, materials, equipment,or transportation(collectively,a"Force Maieure Event"). Each party shall use its reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure Event. 24 COUNTERPARTS; FACSIMILE SIGNATURES: This Agreement may be executed in multiple counterparts but such multiple counterparts shall constitute a single agreement. Facsimile signatures shall be binding upon the parties. 25 NOTICES: All notices required or permitted under this Agreement shall be in writing and shall be given by personal service,or by U.S. Certified Mail, postage prepaid, return receipt requested, or by nationally recognized overnight mail service/courier with delivery confirmation,to the other party at its respective address set forth in the preamble hereof. Notices shall be deemed to be given upon actual receipt or refusal by the party to be notified. A parry may change its address or addresses for notice by giving the other party notice of the change in accordance with the provisions of this Section 25. Master Agreement No.City of Kent-2017 12 26 RELATIONSHIP OF PARTIES; PERFORMANCE OF OBLIGATIONS: Accesso is an independent contractor in all respects with regard to this Agreement. Nothing contained in this Agreement shall:(i)authorize or empower either party to act as partner or agent of the other party in any manner;(ii)authorize,or empower or deem one party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of any other party; or(Iii) authorize, empower or deem a party to bind any other party in any manner or make any representation, warranty, covenant, agreement, or commitment on behalf of any other party. Customer understands, acknowledges and agrees that Accesso may discharge all and any of it's duties and/or obligations under this Agreement, any Sales Order and/or any Statement of Work through one(1)or more Affiliates of Accesso. 27 ENTIRE AGREEMENT: This Agreement, including any Sales Orders, Statements of Work, and other ancillary documents issued hereunder and incorporated by reference, constitutes the entire agreement and understanding between the parties and supersedes and replaces any and all prior or contemporaneous proposals, agreements, understandings, commitments or representations of any kind,whether written or oral,relating to the subject matter contained in this Agreement. 28 SURVIVAL: Sections 2,5, 7, 9, 11, 12, 13, 14.4, 15, 16.1, 16.2, 163, 17, 21,22, 23, 24, 25, 26, 27,this Section 28 and Section 31 hereof shall survive the termination of this Agreement and continue in effect, unless a specific term of survival is listed in a separate Sales Order. This Section 28 shall inure to the benefit of and be binding upon the parties,their successors,and permitted assigns. 29 ADMINISTRATION: Documents generated under this Agreement by either party shall be written in the English language. Any dispute which should arise between the parties in relation to this Agreement including concerning its validity, effectiveness, execution,interpretation and termination shall be referred for resolution in the English language. 30 MISCELLANEOUS: Time is of the essence in the performance of this Agreement and any Sales Order and/or Statement of Work. This Agreement is entered into solely for the benefit of Accesso and Customer and does not create,and shall not be construed as creating, any rights or interests enforceable by any person not a party to this Agreement. This Agreement may be modified,or part or parts hereof waived,only by an instrument in writing specifically referencing this Agreement and signed by an authorized representative of both parties. IN WITNESS WHEREOF,Accesso and Customer have executed this Agreement by their duly authorized representatives to be effective as of the Effective Date et forth in the preamble hereof. ACCESSO CUSTOMER By: By: Name: Mark Danemann Nam rm"ke, Title: President,accesso,Siriusware. Title: Master Agreement No,City of Kent-2017 13 EXHIBIT A TRAVEL AND LIVING REIMBURSEMENT POLICY In an effort to control costs incurred by Customer through Accesso's travel related expenses, Accesso has established limitations,for reimbursement by Customer of Accesso's travel related expenses as follows: Expense Reimbursable Amount Airfare Coach class Actual/reasonable cost(receipt required) Lodging Actual/reasonable cost for the destination city and shall be no greater than a three-star-hotel Parking Fees Actual/reasonable cost(receipt required) Meals and Incidental $75.00 USD/day(meals,tips,etc.)(receipt required) Mileage Personal Auto Mileage Established IRS rate Transportation Taxi,Bus,Train,etc. Actual/reasonable cost(receipt required) Rental Car Actual/reasonable cost(receipt required) Refueling Actual/reasonable cost(receipt required) Labor Rates Hourly Rate established in any Sales Order Travel Time N/A Client Cancellation of Scheduled Trip Airfare(Refundable) Actual/reasonable cost(receipt required) Non-refundable airfare Actual/reasonable cost(receipt required) Other Prepaid Travel Costs Actual/reasonable cost(receipt required) Labor(Less than 7 days notice) Daily Rate of onsite resource In accordance with the table above,Accesso shall provide an invoice to Customer,and Customer shall reimburse Accesso for all travel related expenses incurred by Accesso. Customer shall make such reimbursement to Accesso in accordance with the terms set forth in Section 5 of the Agreement. Master Agreement No.City of Kent-2017 1 �� .��"��m�� Sales Order Siriusware Master The City of Kent—2017 Dated: June 9, 2017 Agreement No: Customer: The City of Kent Accesso: occesso Siriusware Customer Tim Higgins, Accesso Mark Danemann, Representative. General Manager Representative- President,accesso Siriuswware 220 4th Ave. S., Kent, WA 98032 United 302 Camino de la Placita,Tao, NM 87571 State United States Effective Date: June 9,2017 Targeted Delivery August 1, 2017 By signing below, Customer(as identified above) accepts the terms and provisions of the Agreement(as hereinafter defined), and this Sales Order together with any attachments hereto(including but not limited to the Standard Terms and Conditions) (this"Sales Order"), and Accenso(as identified above) regarding the subject matter hereof. All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement. To the extent any term or provision herein conflicts with any term or provision in the Agreement,the term or provision in the Agreement shall supersede and prevail, The parties acknowledge and agree that the terms and provisions of the Agreement shall govern this Sales Order and are incorporated herein by reference. Customer understands,acknowledges and agrees that all and any fees due pursuant to this Sales Order shall be payable by Customer in the following currency: USD. The applicable exchange rate asof the Effective Date,isN/A. U. SOFTWARE,SERVICES AND SERVICE FEES: ln connection with the provision of the Services and Software hereunder,and in addition to the fees set forth below and described in the Standard Terms and Conditions,&oesso will provide the following Software and Services,and Customer will pay 1oAccessmthe following Service Fees: 2 11111i ill11111111!1ll ig!lgg Project Quotation Summary accesso's quotation is based on the anticipated system requirements from our current understanding of your project's needs. We look forward to continuing the conversation and adjusting the scope of work to ensure that our solutions are delivering you the very best value. Emm Software: $147,500-00 Hardware: $168,699.58 Implementation &Training (170 hours): $ 21,250.00 accesso Software Discount-Overall: $(57,600.00) accesso Software Discount- Retail: $(3,500.00) ESTIMATED PACKAGE TOTAL BEFORE SALES TAX: *$276,349,58 *10%sales tax of$27,634.95 shall apply accesso Software Discount: $61,100.00 The accesso software discount represents 40% off of all accesso Siriuswore software license fees, with the exception of the retail module which is discounted in full, and is being offered to the Showare Center as part of our long term working relationship. accesso Siriusware Annual Technical Support: $26,550.00 (plus 10% sales tax of$2,655,00) accesso Siriuswore Annual Technical Support is free for the first year you use our software; includes 24/7/365 support, access,to all online documentation and any updates/upgrades to our software. This amount is charged annually beginning one,year from the date of implementation, accesso Implementation & Training Information: We only bill for the actual implementation hours used, so remember that the amount is only an estimate. Those hours will be billed after the implementation is completed. Travel costs and expenses are included in the estimation of hours shown above and will be covered by accesso Siriuswore for 2 trips; the initial 2 onsite and the go-live visit. Installation of accesso hardware and software will also be performed by accesso Siriuswore. Additional Information: Software Package: The software package includes all the functional elements to configure and offer the venue's products and services, and report on all transactions and system activities,. Profession ol Services: All services including (but not limited to) Implementation, Training, Professional Services and eCommerce customizations are billed monthly as incremental work is completed. Additional Training Full Certification and advanced training for the software can be obtained at the Annual accesso Siriusware User's Seminar and Conference. Attendance is strongly recommended (The next session is September 16- 23, 2017. Please contact accesso for more details.) Credit Card Processing,Hardware, Software, and Processing accesso Siriuswore does not provide credit card hardware, software or processing services. The Showare Center has been provided information from US Bank/Elavon to provide these services. 4 ,, , ,- �r�� r „ � rr, rr ,,,-ter r r r r �/ r,J � r � r r ,, , /J //r/ r r :r r, r r ,,/r�r � r r r r ,� �� r�, /// ,r,/ ./// // /,,,,//,,,� ,rr �,, r ��/ � „/r �,,r / ,r... /1 ..i. r/ ,////,// / / ri c.. ////l r /„ ///, / / /, /i,, /////r. /,ir/ / ,, /i � r,r,/// ,, ,,,/� ..,,,/ r i ram/ � r//r. / ,,,, � „✓��rr „/ ,�, �; ,/ /,,, �.,.<, r, ,, ,,,i /r /,:////rill/// ,,�i// / PIPES err r%/ /✓i// r/ / r r a rr / ,�//r ,r. // r�r ., / ////�,,,!G:.. .... Quantity Product Name Product Description Unit Price Total Price 1 SQL Server- Dell 620 - 8 SQL Server- Dell $5,598.40 $5,598.40 Core PowerEdBe 620 Intel° Xeon' E5-2667 v2 3.30GHz, 8 Core 32GB RDIMM Memory Windows ServerO 2012,Standard Ed RAID 5 with Four 50OGB Hot Swap Hard Drives 2 X Hot-plug, Redundant Power Supply,495W 3Yr Basic Hardware Warranty Repair 4 SQL SERVER 2014 SQL SERVER 2014 3,039.15 $12,156.60 STANDARD 2 CORE STANDARD 2 CORE LICENSE LICENSE *Microsoft requires a minimum purchase of 4 cores* 1 Middleware Server Dell Middleware Server- Dell $3,425,00 $3,425.00 620- 4 Core PowerEdBe 620 IntelO Xeon° E5-2667 v2 3.30GHz, 4 Core 16GB RDIMM Memory Windows Server® 201.2,Standard Ed 3Yr Basic Hardware Warranty Repair 5 r„ r rr ,r r r // ri r ri// /i r/ /r; //�/// /// r01�/r// r// �� /�r �, r/i�ii i / i i/ r� /,ii R/„i,/ii 42 XT4015 15 INCH - n3 - 15 inch, Intel° Core i-3 $1,487.00 $62,454.00 4GB Merniory-Windows 3220,3.3GHz, 4GB DDR3 10 SO-DIMM RAM, WIN 10-64 bit, Projected Capacitive Touch. 42 POSIFLEX, SERVICE, POSIFLEX, SERVICE, $178.03 $7,477.26 ADVANCE EXCHANGE ADVANCE EXCHANGE WARRANTY, 3 YEAR, FOR WARRANTY, 3 YEAR, FOR XT4015 SERIES XT4015 SERIES 42 POSIFLEX, MSR, 3 TRACK POSIFLEX, MSR, 3 TRACK, $70.00 $2,940.00 FOR XT SERIES ENCRYPTION CAPABLE, U'SB WITHOUT FP READER, FOR GENERAL PAYMENT PROCESSORS, FOR XT SERIES 42 POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER $220.00 $9,240.00 DISPLAY, 9.71N DISPLAY, 9.7IN SECONDARY SECONDARY DISPLAY DISPLAY FOR XT SERIES 42 APG Series 100 Cash APG Series 100 Cash $2.48.65 $10,443.30 Drawer-USB- Black - Drawer-USB- Black- Adjustable Media Slot, Adjustable Media Slut, ,16 ,16 Inch x 16 Inch Inch x 16 Inch 42 ZEBRA, DS4308, 2D ZEBRA, DS4308, 2D $264.28 $11,099.76 STANDARD RANGE STANDARD RANGE IMAGER, USB KIT, IMAGER, USB KIT, INCLUDES SCANNER AND INCLUDES SCANNER AND 7 7 FOOT STRAIGHT CABLE FOOT STRAIGHT CABLE 6 .....................24 Receipt Printer-Star TSP Receipt Printer-Star TSP $234.25 $5,622,00 143 - USB - Black 143 - USB - Black - Includes Power supply STAR MICRONJICS, TSP143U GRY, THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-in POWER SUPPLY 11 , Ill J J Jill INg I I ................ INCH Window 10 Tablet INCH Window 1�1 Tablet ,4GB, 64GB, 3 Track MSIJ 2D Bar Code Scanner, Wireless, Bluetooth, Battery, Power Adaptor, Hand Strap 4 Partner Tech EM-300 Partner Tech EM-300 Base $239.00 $956.00 Base -4USB, 4 COM, I Ethernet 4 TWO YEAR NO FAULT TWO YEAR NO FAULT $323.00 $1,292.00 DEPOT WARRANTY FOR DEPOT WARRANTY FOR EM-300 EM-300 4 Star SM-T301 3 inch 1 STAR MICRONICS, MOBILE $414.00 $1,656,00 RUGGED PORTABLE PRINTER, SM-T300-D650, PRINTER - Bluetooth PORTABLE THERMAL, RUGGED 3", ANDROID, WINDOWS, BLUETOIOTH/SERIAL, GRAY, NO MSJ TEAR BAR, INCLUDES AC ADAPTER, BELT CLIP, BATTERY PACK rr/ ram., ,/ , /i/ � ir, �%/ „rii��r� / �/ / / 6 Partner Tech EM-300 10 Partner Tech EM-30�0 10 $1,227.00 $7,362.0�0 INCH Window 10 Tablet INCH' Window 10 Tablet ,4B, 64GB, 3 Track MSR, 2D Bar Cade Scanner, Wireless, Bluetooth, Battery, Power Adaptor, Hand Strap 6 Partner Tech EM-300 Partner Tech EM-300 Base $239.00 $1,434.00 Base -4USB, 4 COM, 1 Ethernet 6 TWO YEAR NO FAULT TWO YEAR NO FAULT $323.00 $1,938.00 DEPOT WARRANTY FOR DEPOT WARRANTY FOR EM-300 EM-300 6 Star SM-T013 inch STAR MICRONICS, MOBILE $414.00 $2,484.00 RUGGED PORTABLE PRINTER, SM-T300-DB50, PRINTER - Bluetooth PORTABLE THERMAL, RUGGED 3", ANDROID, WINDOWS, BLUETOOTH/SERIAL, GRAY,. NO M'SR, TEAR BAR, INCLUDES AC ADAPTER, BELT CLIP, BATTERY PACK; 8 ✓ri / i. „ , i„ r gg ,; / 5 XT4015 15 INCH - i3 - 15 inch, Intel' Cure i-3 $1,487.00 $7,435.00 4GB Memory- Windows 3220,3.3GHz, 4GB DDR3 10 SO-DIMM RAM, WIN 10-64 bit, Projected Capacitive Touch. 5 POSIFLEX, SERVICE, POSIFLEX, SERVICE, $178.03 $890.15 ADVANCE EXCHANGE ADVANCE EXCHANGE WARRANTY, 3 YEAR, FOR WARRANTY, 3 YEAR, FOR XT4015 SERIES XT4015 SERIES 5 POSIFLEX, MSR, 3 TRACK POSIFLEX, MSR, 3 TRACK, $70.00 $350,00 FOR XT SERIES ENCRYPTION CAPABLE, USB WITHOUT FP READER, FOR GENERAL PAYMENT PROCESSORS, XT SERIES 5 POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER $2201.00 $1,100.00 DISPLAY, 9.71N DISPLAY, 93IN SECONDARY SECONDARY DISPLAY DISPLAY FOR XT SERIES 5 APG Series, 100 Cash APG Series 100 Cash $248.65 $1,243.25 Drawer-USB - Black- Drawer-USB - Black - Adjustable Media Slot, Adjustable Media Slot, ,16 ,16 Inch x 16 Inch Inch x 16 Inch 5 ZEBRA, DS44308, 2D ZEBRA, DS4308, 2D $264.28 $1,321.40 STANDARD RANGE STANDARD RANGE IMAGER, USB KIT, IMAGER, USB KIT,. INCLUDES SCANNER AND INCLUDES SCANNER AND 7 FOOT STRAIGHT CABLE FOOT STRAIGHT CABLE 5 Receipt Printer- Star TSP Receipt Printer- Star TSP $234.25 $1,171.25 143 - USB - Black 143 - USB - Black- Includes Power supply STAR MICRONICS, TSP143U GRY, THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-In POWER SUPPLY 9 1 XT4015 15 INCH - i3 -4GB 15 inch, IntelO Care i-3 $1,487.00 $1,487.00 Memory -Windows 10 3220,3.3GHz, 4GB DDR3 SODIMM RAM, WIN 10-64 bit, Projected Capacitive Touch. 1 POSIFLEX, SERVICE., ADVANCE POSIFLEX, SERVICE, $1'78.03 $178.03 EXCHANGE WARRANTY, 3 ADVANCE YEAR, FOR XT4015 SERIES EXCHANGE WARRANTY, 3 YEAR, FOR XT4015 SERIES 1 POSIFLEX, MSR, 3 TRACK FOR POSIFLEX, MSR, 3 TRACK, $70.00 $70.00 XT SERIES ENCRYPTION CAPABLE, USB WITHOUT FP READER, FOR GENERAL PAYMENT PROCESSORS, FOR XT SERIES 1 POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER $220.00 $220.00 DISPLAY, 9.7IN SECONDARY DISPLAY, 9.71N SECONDARY DISPLAY DISPLAY FOR XT SERIES 1 APG Series 100 Cash Drawer APG Series 100 Cash Drawer $248.65 $248.65 USB- Black-Adjustable Media USB - Black - Adjustable Slut, ,16 Inch x 16 Inch Media Slut, ,16 Inch x 16 Inch 1 ZEBRA, DS4308, 2D ZEBRA, DS4308, 2D $264.28 $264.28 STANDARD RANGE IMAGER, STANDARD USB KIT, INCLUDES SCANNER RANGE IMAGER, USB KIT, AND 7 FOOT STRAIGHT CABLE INCLUDES SCANNER AND 7 FOOT STRAIGHT CABLE 10 1 Receipt Printer-Star TSP 143- Receipt Printer-Star TSP $234.25 $234.25 USB- Black 143- USB - Black- Includes Power supply STAR MICRONICS,TSP143U G RY, THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-In POWER SUPPLY Total $168,699.58 Kiosk and/or Customer Displays: If the proposal above includes a Kiosk and/or Customer Display please budget for the associated Professional Services customizations below. Upon approval of this proposal,a work order scope will be requested on your behalf for your review and approval including final costs and delivery dates. Secondary Display Skinning Pack—Up to 6 hours,$1,500.00 Kiosk Skinning Pack—Up to 10 hours,$2,500.00 Please be advised of the following accesso Siriusware policies: Deposit Policy: A 50%deposit is required for hardware orders with the balance due upon delivery to the COMPANY or to accesso Siriusware for configuration. Return Policy: 25 day replacement for DOA hardware—must be returned in original boxes to location specified by accesso. After 25 days,manufacturer warranty service applies. Defective units must be returned to the manufacturer under their warranty and RMA policies. Non-defective hardware returned after 25 days are charged a 15%restocking fee. No returns will be accepted after 30 days. Shipping Policy: US Clients:3%of order total minus warranty contracts and service Canadian Clients:15%of order total minus warranty contracts and service. This includes all GST and HST taxes.Ticket orders:13% of order total for freight shipping. Card orders: 4%of order total for shipping Hardware Support Policy:accesso makes every attempt to recommend the appropriate hardware. However,accesso cannot guarantee compatibility of the hardware with your computers and operating systems,accesso Siriusware's software,or future computers and operating systems.If the hardware is listed on the accesso Siriusware Hardware Compatibility list,accesso,to the best of its knowledge,believes the hardware is compatible with accesso Siriusware products. accesso will work closely with you to resolve any issues with your hardware purchase.However,if we cannot resolve the issue quickly,we will refer you to the hardware manufacturer who provides hardware support for their product. 11 II. OTHER FEES: In connection with the provision of the Services and Software hereunder,and in addition to the fees set forth in Section I.above and otherwise described in the Standard Terms and Conditions,Customer will pay to Accesso the following fees,as applicable: Estimated Implementation&Training(170 hours): $21,250.00 III. LIQUIDATED DAMAGES: For purposes of Section 13 of the Standard Terms and Conditions attached hereto,the term"Liquidated Damages"shall mean $86,400.00. IV. CUSTOMER VENUES: This Sales Order applies only to,and the Software licensed pursuant to this Sales Order, may be used by Customer only at the following Customer Venues: The City of Kent ShoWare Center 220 4th Ave.S.,Kent,WA 98032 United States If Accesso does not receive this Sales Order,duly executed by Customer by 5:00 p.m. prevailing Eastern Time, on July 9, 2017, then (i) this Sales Order shall expire,and(i)Accesso shall not be liable for adherence to the terms set forth herein. Accesso THE CITY OF KENT By: By: Mark Danemann Name President,accesso Siriusware Title: Signed Date: Signed Date: 12 i1oceumm SIRIUSWARE Standard Terms and Conditions Un consideration of the mutual covenants and agreements set forth below,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Accesso and Customer agree as follows: 1. Definitions: As used in this Sales Order and other ancillary documents attached hereto, the following terms shall have the meanings set forth below: 1.1 AccepruwceDate—shm|| memnthecompiedon clateofa successful Acceptance Period. 1.2 Agreemewt—sha|| mean that certain Master Agreement between Amceuso and Customer, identified on the first page of this Sales Order. 1.3 Implementation Requirements—shall mean the requirements for implementation of the Software as set forth in this Sales Order. 1.4 Ucense — shaM mean the term license for the Software asdescribed in this Sales Order. For the avoidance ofdoubt, Customer understands, acknowledges, and agrees that the License is a term license existing and unless earlier terminated in accordance with the terms, provisions, and conditions of the Agreement and/or this Sales Order, and shaH continue in effect only so long as Customer is paying the applicable Support Services Fee. 1.5 Self-HeUp Code—shall mean any back door, time bomb, drop-dead device, or other software routine designed to disable the system automatically with the passage of time or under the positive control of person other than Customer. Self- Help Code does not include software routines or license files in a computer program, if any,designed(i)to permit Accesso to obtain access to Customer's computer system(s) (e.g., remote access via the internet) for purposes of maintenance or Support Services, or(ii)to cause the applicable Software to cease to operate after(a) reasonable efforts have been made byAccessoto invoice and collect annual Support Services Fees,but no sooner than the 9[Y'day following the renewal date for the Support Services, or(b)expiration of any applicable term for Support Services. 1.6 Software Pr[ce—sha|K mean the price for the purchase of the License for the Software as set forth on page 1 of this Sales Order. 1-7 Software Warranty Standards—shall mean (i) the appficable Software is free from defects in design which would cause such Software to fail to meet the Specifications, (|i) the applicable Software will conform in all material respects to the Specifications, (|0)testing pf release versions of the applicable Software will be performed in accordance with standards typical for software testing in the industry, (iv) the applicable Software, its possession and/or the use thereof permitted under the Agreement and this Sales Order will not infringe any United States patent or United States copyright, (v)no third party software is required to operate the applicable Software other than the third party software identified in this Soles order,and (vi)the Hardware is all of the core(i.e.,essentlaIJ) hardware Customer needs to opera,te and use such Software in accordance with the Documentation, and with the Hardware. 1.8 Specifications — shall mean all specifications contained in (A the Documentation, the terms of which are incorporated herein by reference as though fully set forth herein, and (ii) any other materials related to the applicable Software and provided herewith, or delivered to Customer by400esso. 1.9 Support Services—shall mean support for the applicable Software as more particularly described in Section 5 of this Sales Order. 13 1.10 Support Services Fee—shall mean the fee invoiced by Accesso and described in more detail in Section 4 of this Sales Order. 1.11 Unauthorized Code — shall mean any virus, Trojan horse, worm, or other software routines or hardware components designed to permit unauthorized access;to disable,erase, or otherwise harm software, hardware, or data;or to perform any other harmful actions. The term Unauthorized Code does not include Self-Help Code. 2. Software:Accesso hereby agrees to deliver to Customer the Software (as identified in Section I.of this Sales Order) in object code form. 3. Implementation Services: Accesso will provide Customer certain services to install the Software and train employees of Customer to use the Software (collectively, the "Implementation Services"). Implementation Services include: project management, system configuration, consultation with Customer's employees to customize functionality, training (over the phone or in person),troubleshooting and all other services provided during the implementation phase of the project.Customer will be invoiced for Implementation Services on a monthly basis following the delivery of service according to the Implementation Service Fee set forth Section II.of this Sales Order. These rates apply whether the Implementation Services are provided on-site or remotely,via phone,e-mail and/or Internet conferencing. Customer is also responsible for all reasonable Costs incurred as part of the Implementation Services,provided that following the completion of the Implementation Services,additional training assistance will be billable for the following reasons: Customer purchases new additional Software module(s), new Customer employees require training due to staff turnover,and/or Customer's employees require overall training on functionality that is already covered in existing Documentation previously provided to Customer. 4. Support Services: The purpose of Support Services is to help Customer make Accesso's products suit Customer's business needs. Support Services are intended to answer questions about how to use the Software, report bugs,and receive updates to the applicable Software. Support Services are not intended to provide Implementation Services or ongoing training, nor are they intended to provide assistance with Customer's hardware, network, or operating systems(although to diagnose a Software issue, it is often necessary to help Customer identify what is causing the problem). In exchange for Customer's payment of an annual Support Services Fee in connection with the licensing of the applicable Software,Support Services shall be provided pursuant to this Sales Order,however,Support Services will be provided at no charge from the beginning of the Acceptance Period until the date that is one year after the Acceptance Date(such period being hereinafter referred to as the "Initial Support Period"). Following the expiration of the Initial Support Period,and continuing during the Term,Accesso shall provide Support Services to Customer, and Customer agrees to pay Accesso,an annual Support Services Fee in the amount of eighteen percent(18%)of the undiscounted Software Price as set forth in Section I.of this Sales Order. Accesso will invoice Customer for Support Services annually following the expiration of the Initial Support Period. Notwithstanding the foregoing to the contrary,Customer can discontinue the receipt of Support Services at any time following the expiration of the Initial Support Period,without cause, upon written notice to Accesso, provided, however, no such termination shall be effective until Customer shall have paid the Software Price, and all Hardware Costs (if any, as identified on a separate Sales Order between Accesso and Customer),together with all Service Fees due and payable through the current year of the then current Term. Discontinuation of receipt of Support Services by Customer without cause shall terminate the applicable License and this Sales Order on the same date as Support Services are discontinued without cause by Customer. If Customer elects to discontinue receipt of Support Services without cause, the written notice discontinuing receipt of Support Services shall contain a representation and warranty from Customer that Customer has ceased use of the applicable Software and has removed copies of the applicable Software from its computers. The Support Services Fee covers 24-hour emergency telephone support, regular Software Support,and Updates to the applicable Software,including but not limited to bug fixes for and new versions of the applicable Software or any portion thereof. Notwithstanding anything contained in the Agreement or this Sales Order to the contrary, Accesso reserves the right to increase the price of Support Services once annually, beginning with the second year that payment for Support Services is due, by a percentage no greater than the increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers (Base Period 1982-1984 = 100) as published by the U.S. Department of Labor over the comparable month in the preceding calendar year. Regular Support Services for the Software are provided via email, fax, the Internet and telephone, however, regular Support Services are generally provided primarily via telephone. On-site Support Services are typically only required for the initial implementation but can be requested at any time and are subject to availability of training staff. On-site Support Services are currently billed at a minimum of$1,000.00 per day(or$125.00 per hour)(or the applicable equivalent in foreign currency identified on page 14 1 of this Sales Order)plus reasonable out-of-pocket expenses,with such costs being subject to change upon thirty(30)days' prior notice from Accesso. Customer shall pay a fee in the amount of$2,500.00 (or the applicable equivalent in foreign currency identified on page 1 of this Sales Order) plus out-of-pocket Costs if an on-site visit is cancelled or rescheduled by Customer after transportation has been purchased by Accesso for such visit or if the cancellation or reschedule occurs within two weeks of the planned on-site visit. S. Implementation Requirements: Commencing upon the Effective Date and continuing through the Term of this Sales Order, Customer shall be responsible for and comply with the following requirements: i. Adequate Information Services/Information Technology Staffing. Customer shall have IS/IT staff on site or appropriate consultants to handle typical computer issues (e.g., operating systems, supporting software and network infrastructure,printers,the physical network,etc.). Customer understands,acknowledges,and agrees that Support Services are for support of the Software, only, and that Customer's hardware, network, and operating system installation and maintenance are the responsibility of Customer. For the avoidance of doubt, Customer's IS/IT staff responsibilities include, but are not limited to (a) Customer's hardware and network environment such as network communications, diagnosing and repairing network cabling breaks or malfunctions,and network hub malfunctions,(b)PC hardware malfunctions such as monitors,mice,keyboards, hard drives, power supplies,etc., or any installed devices, and (c) peripheral malfunctions such as installation, setup, and configuration of printers, cameras, and card swipes, etc., cable malfunctions and breaks, printer communication with PCs,and printer malfunctions and/or damage to print heads. Fluency in English as well as a basic understanding of personal computers, Microsoft Windows,and TCP/IP based networking is mandatory for Customer's staff supporting the Software. ii. Hardware. Customer may purchase hardware from a vendor other than Accesso,however hardware purchased by Customer that is not on Accesso's Hardware Compatibility List (the "HCL") may not function correctly or completely with Accesso's Software and is purchased at Customer's sole risk. Any time spent by Accesso trouble-shooting non-HCL hardware is billable to Customer at Accesso's then current time and materials rate for such service, and subject to the availability of Accesso resources. Subject to a fee billable to Customer at Accesso's then current time and materials rate for such service, and the availability of Accesso resources, Accesso will test hardware for inclusion on Accesso's HCL. iii. Operating Systems. Customer shall be responsible for operating systems issues including hardware and software compatibilities, networking ability of PC's to communicate with one another via TCP/IP, file and/or resource sharing,network and operating systems security,and improper shutdown procedures(i.e.shutting off power before exiting programs). iv. Backup. Customer shall be responsible for daily backup of server files, and restoration of files from tape or other media tested regularly. v. Network and Infrastructure. Customer is required to have the proper network infrastructure prior to installation of the Software. This includes a secure climate-controlled location for the file server, adequate uninterruptible power supplies on all key equipment (including file servers, switches and hubs), Category 5 network cable with RJ45 ends(or a wireless equivalent)strung from the server location to all workstations,and necessary patch panels and networking hubs or routers. Accesso is not responsible for installing or supporting any network infrastructure. vi. Supported Operating Systems and Platforms. The Software must be run on Microsoft Windows operating systems currently supported by Microsoft or other compatible operating systems,depending on the Software being installed.Accesso strives to ensure that its applications operate correctly on new operating systems as soon as possible after their release,but clients should check with Accesso before upgrading to them.If an issue is reported from a site running Accesso's Software on a non-supported operating system, Customer will be required to install a currently supported operating system before further diagnosis will be performed. Accesso encourages Customer to regularly apply security updates to ensure operating systems are protected from any vulnerabilities identified by the vendor.Customer should not make any alterations to the standard configuration of a currently supported operating system without permission from Accesso. This applies to integrations as well, such as Elavon's Fusebox solution, 1Risk, TRI's Credit Card Processing solution, Tender Retail, Inntopia, Axess software and hardware, SkiData software and hardware, WinRetail, Dataworks, Food-Trak, DPS, PC- EFTPOS/OCV,VersaPay,Ocius,Ryan Solutions,Salesforce,Raiser's Edge(by Blackbaud),EZWaiver and any other 15 integrations Accesso supports in Accesso's applications. vii. Data Backup. Prior to installation of the Software, Customer must have a data backup system installed. Customer must ensure that a data backup is completed each night,and is running properly by regular testing of restored files. Loss of Customer server data may be catastrophic, and is not the responsibility of Accesso. Customer is required to maintain off-site storage of backup tapes. viii. Access to Systems for Support. Customer must provide a reliable high-speed connection to the Internet(DSL, cable,satellite,T-I, etc.),configured and installed on a computer that can be accessed by Accesso at all times. Customer must provide a computer server dedicated to the exclusive use of Accesso and Microsoft SQL Server. The Microsoft SQL Server software running on this server must be dedicated to Accesso's and related SQL databases and not used for any other purposes or applications. Modifications to the Accesso SQL database must not be made by Customer unless specifically instructed by Accesso. Customer understands that issues which arise on systems running non-supported Microsoft operating systems may require installation of a supported version in order to be resolved. Customer is responsible for ensuring the Accesso SQL database is adequately backed up on a daily basis and that backups are tested regularly. All computers, including servers must be accessible to Customer's staff,either physically or remotely during a resolution of a tech support incident. This includes the operating system directories and any other directories required by the Software or the software of a vendor with which Accesso has integrated and whose software Customer has purchased. Any unreasonable delays in securing such access will nullify any and all support guarantees with respect to the resolution of any problem that is subject to such delays. Much of the support provided by Accesso depends heavily on being able to see the screens Customer sees,and interact with Customer's computer(s). It is also sometimes required that Accesso performs research in Customer's database by running queries. To facilitate this,and to view the screens Customer is seeing, Accesso uses a free tool called TeamViewer.This tool does not need to be installed, but instead is a simple download available from Accesso.TeamViewer is secure as it uses 256-bit AES encryption and usually does not need any special settings on Customer's router or firewall equipment.Access to Customer's systems is by invitation only by Customer.Accesso does not require Customer to accept unsolicited connections - TeamViewer needs to be initiated on Customer's computers by Customer's personnel with immediate deactivation by Customer after Accesso's use. Accesso does not require the ability to access Customer's computers without permission.TeamViewer meets the requirements of PCI-DSS(Payment Card Industry Data Security Standards) and PA-DSS ("Payment Application Data Security Standards"). See Accesso's PA-DSS Implementation Guide for more information. All directories upon which the Software depends should be provided full access security with no limitations on deletion of files(most applications create and delete files so a lack of this level of security can easily disable the application). Customer must configure security to allow the Software and other integrated software to run with appropriate permissions which may include read, write, read and execute,modify and full control. For troubleshooting purposes,dial-in or Internet access to a particular computer may be required during a particular time to be negotiated by Customer, Accesso and/or the appropriate partner vendor. Where Customer's security conflicts with these requirements,Customer staff must be available to make modifications as required to resolve the tech support issues. Accesso support staff are not responsible for making security changes to Customer's computers. ix. Access to Email and the Internet. Accesso's primary means of communication for non-support matters is via email and the Internet. Customer must check e-mail regularly and Customer's system must be setup to allow easy access and use of email and the Internet. Accesso's primary means of support is via telephone,email and the Internet. Accesso does not provide on-site support unless expressly agree in writing by Accesso, in which an additional fee will be payable by Customer. Customer may,however,purchase on-site visits if required(see Section 8,the Support Schedule, below,for details). Support of the Software may also be provided in part via the Internet. Customer is responsible for downloading Software updates from the Accesso website. x. Staff Training. Customer is responsible to ensure that Customer's staff is trained on the Software system. Initial training is required to be purchased from Accesso during installation,as part of the Implementation Services. It is important that more than one Company staff member understand the Software installed at Customer's site. Additional training is available each year at Accesso's annual seminars. Accesso requires that Customer have and make available at all time, at least one Accesso-certified and trained staff member. Certification can be attained by attending the annual seminar or via on-site training. A. Security. Customer agrees to implement and maintain appropriate data security and recovery policies during 16 the Term of this Sales Order and notwithstanding anything contained in the Agreement and/or this Sales Order to the contrary,under no circumstances will Accesso be responsible or liable for(i)lost or damaged data or data files, which are the result of Customer's failure to properly backup the data files according to the Documentation, or (ii) lost or damaged data or data files due to power outages, power surges, or due to any other reason beyond the reasonable control of Accesso. Using appropriate network security settings in conjunction with the Software security settings is necessary to protect Customer's data. Accordingly, it is Customer's responsibility to ensure that this is configured properly for the installation. Username and password integrity is extremely important, or Customer data may be at risk. Customer is responsible for internal PCI testing and certification when appropriate. xii. Power Backup. Customer must ensure that the power backup (uninterruptible power supply) is set up and tested on the file servers and all other key hardware,including switches and hubs in the event of a power outage. Customer's power backup system should be capable of supplying at least 30 minutes of uninterrupted power to the Software servers and have an automatic safe shutdown feature. It is Customer's responsibility to ensure that the power backup system is set up properly and functioning correctly. Corruption of server data in the event of power loss or interrupted supply can be catastrophic,and is not the responsibility of Accesso. xiii. PA-DSS Compliance. Accesso implementations include basic training in PA-DSS compliance. Although Accesso's products are PA-DSS compliant, Customer must ensure its network and the Software are implemented and configured to PCl/PA-DSS standards. Accesso staff will review the requirements for a PCl/PA-DSS compliant implementation during training. It is Customer's responsibility to ensure that its network and the Software are configured and maintained in a compliant manner. PCl/PA-DSS training does not include assistance with configuration of Customer's network or on-going configuration maintenance of the Software system. See the Accesso PA-DSS Implementation Guide for more information. 6. Accesso Certification: In addition to the resources required to be provided pursuant to the Implementation Requirements set forth in Section 5, Customer is required to have at least one Accesso-certified employee on staff during such time as Customer is entitled to receive Support Services. Failure to maintain an Accesso certified employee on staff at all times during the Term, may result in Customer incurring additional hourly Service Fees in connection with Support Services. Certification is obtained by one of four methods as follows:(i)attendance at initial on-site Accesso Software training during installation of the applicable Software, (ii) attendance at additional on-site Accesso Software training subsequent to installation of the applicable Software,(iii)attendance at Accesso's annual training seminar,or(iv)sufficient demonstration of Accesso Software knowledge(as evaluated by a Accesso staff member). If Customer does not have an Accesso certified employee on staff at all times during the Term,Customer may incur additional hourly support fees. 7. Support Schedule: Regular Support Services are available Monday through Friday from 9:00 AM to 5:00 PM MT, excluding Accesso observed holidays(the"Normal Business Hours"). After Normal Business Hours support(i.e.,before 9:00 am and after 5:00 PM MT, and on weekends and holidays) is for emergencies only. If the Software system is able to function, even with unresolved issues,no emergency shall exist,and Customer must wait until Normal Business Hours for Support Services. Accesso will respond to Customer's requests for Support Services (received via an emergency tech support call) according to the following schedule: (i)two-hour response time for calls received during Normal Business Hours, and (ii) four-hour response time for calls received outside of Normal Business Hours.If Accesso does not respond within the applicable response window, Customer will be entitled to a credit for a portion of the then current Support Services Fee(limited to an amount equal to one twelfth (1/12) of the then current annual Support Services Fee per incident, and one incident per calendar month). Notwithstanding the foregoing,Accesso's typical response time is 10 minutes during Normal Business Hours and 30 minutes at all other times. The right to receive such credit shall be Customer's sole remedy for Accesso's failure to timely respond during the applicable response window. Accesso maintains a website for Customer to download Software upgrades at any time,and an email documenting updated programs will be sent to Customer when new upgrades are posted. Customer can call or email any member of the Siriusware Support Services team with issues, however, Accesso encourages the use of the Web Request system for support. This system establishes case numbers and a trail of communication that both Customer and the Siriusware Support Services team can use to track issue status. During training Accesso distributes information to aid Customer in organizing the essential information required to efficiently solve problems. Once the pertinent background information is provided,the Siriusware Support Services team will attempt to recreate the problem and document the findings,and Accesso will provide Customer with a tracking number with which to monitor the issue. When a problem is identified, resolution is reasonably prioritized by Accesso based on the severity of the issue and its impact on Customer and the Software system. If it's 17 a critical bug(i.e.,affects even basic system function),resolution is immediate and released in the next version of the Software. If Accesso reasonably deems it necessary,the release date may be brought forward to implement the fix. If a bug is found that affects a small element of the system but is essential to Customer's operation,resolution is usually provided in the next release. If Accesso determines that the bug is minor and a work-around is available, the issue will receive a lower priority, and an approximate date of resolution will be provided to Customer upon written request. New releases of the Software are announced via email when posted to Accesso's website. The email contains release notes,detailing all new enhancements or fixes to the Software. 8. Fees: Customer agrees to pay to Accesso, in addition to any other Service Fees, Costs, and/or ODCs payable under the Agreement,the following fees in connection with this Sales Order: a. Software — Customer agrees to pay Accesso the Software Price. Customer shall pay fifty percent (50%) of the Software Price upon the Effective Date of this Sales Order. Customer shall pay the balance of the Software Price upon the Acceptance Date for the applicable Software. b. Support Services Fee—Customer agrees to pay Accesso, during the Term of this Sales Order,the Support Services Fee more particularly described in Section 4 of this Sales Order. C. Implementation Services—Customer agrees to pay Accesso for Implementation Service Fees. d. Development Fee—Customer agrees to pay Accesso for Development Service Fees,including development of any desired features identified in Exhibit A of this Sales Order. e. Consulting Fee -To the extent that Customer desires any consulting services in conjunction with this Sales Order ("Consulting Services"), then Accesso may make such Consulting Services available to Customer at rates mutually agreed upon by both parties. 9. Grant of License: During the Term of this Sales Order,Accesso grants to Customer,and Customer accepts from Accesso,subject to the terms and provisions of the Agreement and this Sales Order,a nonexclusive,nontransferable right and license to use the Software identified in Section 2 of this Sales Order only (i) in object code format, (ii) in accordance with the applicable Documentation,and (iii)solely for Customer's normal business operations at the Customer Venue(s)identified in Section IV.of this Sales Order(the"License"). The License granted under this Section 9 includes the right for Customer to make copies of such Software and Documentation as needed to exercise its rights under this License, including but not limited to making copies of such Software for backup and archival purposes,and permitting third party contractors to use, copy and archive such Software and Documentation in accordance with the terms and provisions of the Agreement and this Sales Order on behalf of Customer. Accesso reserves all rights not expressly granted to Customer. In addition,the License granted under this Section 9 also includes the right for Customer to install the Software on one or more servers and provide its own hosting services to enable Third Party Customers to access and use the Software on the Internet, have a third party provide hosting services to enable Third Party Customers to access and use the Software on the Internet,or have Accesso provide hosting services for services to enable Third Party Customers to access and use the Software on the Internet. In the event that Customer wants a third party to provide such hosting services,such third party may install the Software on servers and computers owned by,leased to or under the control of such third party,including but not limited to such servers and computers not located at the Customer Venue(s)identified in Section IV.of this Sales Order,and Customer shall enter into an agreement with such third party wherein such third party agrees to install and use the Software solely on behalf of Customer to provide such hosting services. In the event that Customer wants Accesso to provide such hosting services, the parties will enter into a separate Statement of Work for such hosting services. Customer is prohibited from making any modification to such Software or to add data by any means other than a Accesso interface,utility or script. Customer or its agents may read data files employed by such Software at their own risk. One example of such risk is that of adversely affecting system performance by executing sub-optimal or resource intensive database queries at inopportune times. Customer shall have no rights whatsoever in any Source Code version of such Software, or the models, algorithms, formulas, or methods employed by such Software. Customer shall have the right to use such Software only as specifically provided in the Agreement and this Sales Order. An express condition of this License is that Accesso shall, at all times, retain all right, title, interest, and ownership in such Software, related Documentation, and any modification, Enhancement, or Derivative Work related to such Software. Accesso shall retain all rights to patents, copyrights,trademarks 18 and trade secrets in or relating to such Software and related Documentation. Customer acknowledges and agrees that such Software is, and shall remain Confidential Information of Accesso. Furthermore, Customer acknowledges and agrees that the License granted herein for the Software in object code format shall immediately terminate upon the earlier of either (a)the termination of the Agreement, or (b) the expiration or earlier termination of this Sales Order. During the Term of this Sales Order,Customer grants to Accesso,and Accesso accepts from Customer,a nonexclusive,right and license to use any intellectual property(including without limitation Preexisting Intellectual Property)provided to or made available to Accesso by Customer or by any third party on behalf of or for the benefit of Customer in connection with this Sales Order. Accesso acknowledges and agrees that the license granted herein for the intellectual property (including without limitation Preexisting Intellectual Property) provided to or made available to Accesso by Customer or by any third party on behalf of or for the benefit of Customer in connection with this Sales Order shall immediately terminate upon the earlier of either(1)the termination of the Agreement,or(2)the expiration or earlier termination of this Sales Order. 10. Term: The initial term of this Sales Order shall be for a period of three(3)years commencing on the Effective Date(the"Initial Term"). Following the Initial Term, this Sales Order shall automatically renew for successive one (1) year periods (each, a "Renewal Term") under the same terms and provisions, unless either party provides written notice to the other party at least ninety(90)days prior to the expiration of the Initial Term or applicable Renewal Term of its election not to extend the term of this Sales Order. The Initial Term and all Renewal Terms shall be collectively referred to herein as the"Term". 11. Early Termination: Either party may terminate this Sales Order without cause with one hundred eighty (180) days prior written notice to the other party. Notwithstanding the foregoing sentence, termination by Customer of this Sales Order pursuant to this Section 11 shall not occur prior to Customer fulfilling any and all payment obligations set forth in this Sales Order for the then current Term,including,but not limited to, payment of the Liquidated Damages as described in Section 12 of this Sales Order. 12. Liquidated Damages: In the event that Customer terminates this Sales Order pursuant to Section 11 of this Sales Order,prior to the expiration of the Initial Term,then in addition to all amounts due hereunder and under the Agreement,Customer agrees to pay to Accesso the Liquidated Damages. Customer understands and agrees that in the event of Customer's termination of this Sales Order pursuant to Section 11 above,the amount of Accesso's actual damages will be incapable of precise estimation and that the amount of Liquidated Damages bears a reasonable proportion to Accesso's probable loss and is not a penalty. 13. Exclusivity: During the Term of this Sales Order,Customer agrees that Accesso shall be the exclusive provider to Customer of software for ticketing, point-of-sale,and guest management at the Customer Venue(s) identified in Section IV.of this Sales Order. Customer acknowledges and agrees that Accesso shall be free to provide to its other customers,software and services the same as or similar to the Software and Services provided to Customer under this Sales Order. 24. Customer Representative: During the Term of this Sales Order, Customer shall provide, maintain and make available to Accesso,at Customer's expense and in a timely manner,the Customer representative identified on the first page of this Sales Order,who will be designated by Customer to consult with Accesso on a regular basis and provide information necessary to perform the Services. Accesso shall assign to Customer an Accesso Representative who shall be responsible for communicating information about Accesso's Services and Software to Customer. The initial Accesso representative shall be as identified on the first page of this Sales Order. Customer and Accesso may change their respective representatives by providing the other party with the name and contact information of such replacement representative in accordance with the Notices provision of the Agreement. 15. Desired Features: Accesso and Customer agree that Accesso will develop the features desired by Customer and listed on Exhibit A attached hereto(the"Desired Features"),for the Software licensed pursuant to this Sales Order. [The remainder of this page is intentionally left blank.] 19 EXHIBIT A TO SALES ORDER Desired Features Section Intentionally Left Blank 20 1101110 , G p Tory �� Y r i �IClfl,n'Ir I J i� � j ,r r ,,�� 9 ; g�� r / r kvml„� �J r ' i d access o Proposal for ShoWare Center accesso., Prepared For. Presented By: Tim Higgins George Hambleton Sales Director Kent, Washington 98032 (575) 751-8253 United States george.hambleton@accesso.com ConfidentW/Trade Secrets for the Fxpress use of the ShoWare Center 2 N �w�� °��n��°�� A1occessomvvebe|[evetechmuimgyhasthcpovvertoredefinetheguestexp2rigmce. VVevetakem decades of experience in the cultural, global leisure and entertainment markets and developed innovative dcketing and queuing solutions that our clients trust to improve the guest experience and drive more revenue at their venues around the globe. We believe our occexsnS/riuswoncsm point-of-sale 56|mtimn to be a best fit to provide improved guest service, increased efficiency and streamlined operations. With that in mind, the solution |mp|ennented must not only bemf the highest quality and represent the latest in technology, but should also be flexible to meet the changing needs of your Live Entertainment. Our flexible system architecture allows you toconfigure the software according To your operational preferences. accesso, publicly traded on the London Stock Exchange (AIM: ACSO), has been providing cutting edge ticketing, point-of-sale and queuing solutions too variety of businesses for over two decode3. Over9QO clients world-wide currently utilize our comprehensive solutions. a[cesso's products and services support a wide variety operations including zoos, aquariums, museums, ski resorts, theme and water parks, concert venues, observation decks and sporting eventS, accesso employs 350 staff members around the globe. Many of our team members come from backgrounds working within the attractions and cultural industry. In this way, vve are experienced operators who run a technology company serving attractions operators, versus a technology company that happens to serve the Live Entertainment market, Our staff understands the day-to-day operations of managing complex venues and the specific challenges this creates, As a result, we differentiate ourselves through unsurpassed client support, value- oriented software solutions, management expertise and user friendly applications that are in a class of their own. Everything vve do helps our clients tm focus On what they do best, provide outstanding experiences for their visitors. VVe strongly believe that VVe are the best fit partner long term by meeting the ShoVVare Center's specific needs today, and more importantly, focused on delivering solutions that address the needs of tomorrow, Our fully integrated retail and F8^B solutions are specifically designed for the attraction industry, and our vendor/client partnership is unique imamarket dominated by legacy software providers. We have outlined details concerning the proposed solution and pricing for your project below. Confidcnba|/Trade Secrets for the Expes Use of the 5ho@aeCemer3 . Project Quotation Summary Vccessu's quotation is based on the anticipated system requirements from our current understanding of your p je[t'sneeds. VVe look forward tn continuing the conversation and adjusting the scope of work to ensure that our solutions ire delivering you the very best value. Software: $147,500.80 Hardware: S168,699.58 Implementation &Training (17Ohourx): $ 21,250.00 occorsoSnKware Discount Overall: �,(57,600�00) occessoSoftvvare Discount Retail: $(3,500-00) ESTIMATED PACKAGE TOTAL BEFORE SALES TAX: *$276349.58 *lQ9&sales tax mf$27,634.95sha0apply GcceS5o Software Discount:$62,10I00 The accesso software discount represents 40%off of all occesso Siriuswore software license fees, with the exception of the retail module which is discounted in full, and is being offered to the 5hovvare Center as part of our long term working relationship. accesso Siriusware Annual Technical Support. $26,550.00 (plus 10% sales tax of$2.655.80) occaxsoSiriusw/mnc Annual Technical Suppurtis free forthe first yea you use our software; includes 24/7/365 support, access to all online documentation and any updates/upgrades to our software. This amount is charged annually beginning one year from the date of implementation. occesso Implementation & Training Information: We only bill for the actual implementation hours used, so remember that the amount is only an estimate, Those hours will be billed after the implementation is completed. Travel costs and expenses are included in the estimation of hours shown above and will be covered b»uccesso Skriuswa/e for 2 trips;the initial onSite and the go-live visit. Installation of accesso hardware and software will also be performed byacCessQSiriusmxa(e. Confidcnda|/Tmde Secrets for the Express use of the ShoVYmre Center* Additional Information: Software Package: The software package includes all the functional elements to configure and offer the venue's products and services, and report on all transactions and system activities. Professional Services: All services including (but not limited to) Implementation, Training, Professional Serv�cesand eComrnerce customizations are billed monthly as incremental work iscompleted. Additional Training Full Certification and advanced training for the software can be obtained at the Annual accesso Siriusware User's Seminar and Conference, Attendance ls strongly recommended (The next session is September 16-23, 2017. Please contact accesso for more details.) Credit Card Processing Hardware,Software, and Processing accessoSiriusware does not provide credit card hardware, software or processing services. The Shovvare [enter has been provided Morrnadon from US Bank/Eyavon to provide these services. Confidcnha|/Tmdc Secrets for the Express use of the 5hoWae Center 5 Quantity Product Name Unit Price Total Price 42 Workstation - F&B Quick Service $2,000.00 $84,000.00 4 Workstation - F&B Quick Service $2,000.00 $8,000.00 6 Workstation - F&B Quick Service $2,000,.00 $12,000.00 2 Workstation - F&B Quick Serv�ce $2,000,00 $4,00,0.00 5 Workstation - F&B Quick Service $2,000,00 $10,000.00 1 Workstation - Retail $3,000m $3,000.00 2 Workstation - Standard $4,000.00 $8,000,00 1 accesso Siriusware Core $10,000.00 $10,000.00 1 F&B, Quick &Table $2,500.00 $2,500.00 1 In-House Cards/Gift Cards $2,500-00 $2,500,00 1 Retail $3,500.00 $3,500.00 Subtotal: $147,500M I Software Discount - Overalil (,�57,60�0,00) ($S7,600,00) 1 Software Dscount - Retail ($3�,500�.00) ($3,50CLO) Total $86,400.00 ConfldentW/Trade Secrets for the Express use of the ShoWare Center 6 Quantity Product Name Product Descdpt%on Unit Price Total Price SQL Server- Dell PowerEdge 620 Intel01 XeonO E5-2667 v2 3.30GHz, 8 Care 32GB RDIMM Memory SQL Server- Deli 620 - 8 Windows Server' 1 Core 2012,Standard Ed $5,59&40 $5,598.40 RAID 5 with Four 500GB Hot Swap Hard Drives 2 X Hot-plug, Redundant Power Supply,495 3Yr Basic Hardware Warranty Repair SQL SERVER 2014. STANDARD 2 CORE SQL SERVER 2014 LICENSE 4 STANDARD 2 CORE $3,039.15 $1.2,1.56.60 LICENSE *Microsoft requires a minimum purchase of 4 cores* Middleware Server- Dell PowerEdge 620 Intel" XeonO E5-2667 v2 Middieware Server- Dell 3.30GHz, 4 Core 16GB 1 620 -4 Core RDIMM Memory Windows $3,425.00 $3,425.00 Server"' 2012,Standard Ed 3Yr Basic Hardware Warranty Repair Contident�aVf"rar,le Secrets for trie E xprps,s,.use of the ShoWare Cent c 7 15 inch, Intel` Core i-3 XT4015 15 INCH - i3 - 3220,3.3GHz, 4GB DDR3 42 4GB Memory- Windows SO-DIMM RAM, WIN 10-64 $1,487.00 $62,454.00 10 bit, Projected Capacitive Touch. POSIFLEX, SERVICE, POSIFLEX, SERVICE, ADVANCEEXCHANGE ADVANCEEXCHANGE. 42 $178.03 $7,477.26 WARRANTY, 3 YEAR, FOR WARRANTY, 3 YEAR, FOR XT4015 SERIES XT4015 SERIES POSIFLEX, MSR, 3 TRACK, ENCRYPTION CAPABLE, 42 POSIFLEX, MSR, 3 TRACK USB WITHOUT FP READER, $70.00 $2,940.00 FOR XT SERIES FOR GENERAL PAYMENT PROCESSORS, FOR XT SERIES POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER 42 DISPLAY, 9.71N DISPLAY, 9.71N SECONDARY $220.00 $9,240.00 SECONDARY DISPLAY DISPLAY FOR XT SERIES APG Series 100 Cash APG Series 100 Cash i Drawer-USB - Black- Drawer-USB - Black- 42 $248.65 $10,443.30 Adjustable Media Slot, Adjustable Media Slot, ,16 ,16 Inch x 16 Inch Inch x 16 Inch ZEBRA, DS4308, 2D ZEBRA, DS4308, 2D STANDARD RANGE STANDARD RANGE 42 IMAGER, USB KIT, IMAGER, USB KIT, $264.28 $11,099.76 INCLUDES SCANNER AND INCLUDES SCANNER AND 7 7 FOOT STRAIGHT CABLE FOOT STRAIGHT CABLE Receipt Printer Star TSP 143 - USB - Black - Includes Power supply Receipt Printer- Star TSP STAR MICRONICS, TSP143U 24 $2.34.25 $5,622.00 143 - USB - Black GRY, THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-In POWER SUPPLY Confidential/T iade Seam for the Express use of the ShoWare Center 4 Partner Tech EM-300 10 Partner Tech EM-300 10 $1,227.00 $4,90&00 INCH Window 10 Tablet INCH Window 10 Tablet ,4GB, 64GB, 3 Track MSR, 2D Bar Code Scanner, Wireless, Bluetooth, Battery, Power Adaptor, Hand Strap 4 Partner Tech EM-300 Partner Tech EM-300 Base $239.00 $956.00 Base _ 4USB, 4 COM, 1 Ethernet 4 TWO YEAR NO FAULT TWO YEAR NO FAULT $32100 $1,292,00 DEPOT WARRANTY FOR DEPOT WARRANTY FOR EM-300 EM-300 4 Star SM-T301 3 inch STAR MICRONICS, MOBILE $414.00 $1,656.00 RUGGED PORTABLE PRINTER, SM-T300 DB50, PRINTER - Bluetooth PORTABLE THERMAL, RUGGED 3", ANDROID, WINDOWS, BLUETOOTH/SERIAL, GRAY, NO MSR, TEAR BAR, INCLUDES AC ADAPTER, BELT CLIP, BATTERY PACK ConfiderrtWJ'Trade Se cTecs for the Sxpess use of the Sh¢oWWare Center 9 SEEM ' ME= 6 Partner Tech EM-300 10 Partner Tech EM-300 10 $1,227,00 $7,362.00 INCH Window 10 Tablet INCH Window 1.0 Tablet ,4GB, 64GB, 3 Track MSR, 21) Bar Code Scanner, Wireless, Bluetooth, Battery, Power Adaptor, Hand Strap 6 Partner Tech EM-300 Partner Tech EM-300 Base $ 39.00 $1,434.00 Base -4USB, 4 COM, 1 Ethernet 6 TWO YEAR NO FAULT TWO YEAR NO FAULT $323.00 $1,938.00 DEPOT WARRANTY FOR DEPOT WARRANTY FOR EM-300 EM-300 6 StarSM-T301 3 inch STAR MiCRONICS, MOBILE $414.00 $2,484.00 RUGGED PORTABLE PRINTER, SM-T300-DB50, PRINTER - Bluetooth PORTABLE THERMAL, RUGGED 3", ANDROID, WINDOWS, BLUETOOTH/SERIAL, GRAY, NO MSR, TEAR BAR, INCLUDES AC ADAPTER, BELT CLIP, BATTERY PACK Ccnfidenti,- UDr de Secrets for the Express use of the Showare Cerrter 10 1.5 inch, Inter Core i-3 XT4015 15 INCH - i3 - 3220,3.3GHz, 4B DDR3 5 4GB Memory- windows SO-DIMM RAM, WIN 10-64 $1,487,00 $7,435.00 10 bit, Projected Capacitive Touch. POSIFLEX, SERVICE, POSIFLEX, SERVICE, ADVANCE EXCHANGE ADVANCE EXCHANGE 5 $178.03 $590.15 WARRANTY, 3 YEAR, FOR WARRANTY, 3 YEAR, FOR XT4015 SERIES XT4015 SERIES POSIFLEX, MSR, 3 TRACK:, ENCRYPTION CAPABLE, POSIFLEX, MSR, 3 TRACK 5 FOR XT SERIES USB WITHOUT FP READER, $70.00 $350.00 FOR GENERAL PAYMENT PROCESSORS, XT SERIES POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER 5 DISPLAY, 9.71N DISPLAY, 9,71N SECONDARY $220,00 $1,100.00 SECONDARY DISPLAY DISPLAY FOR XT SERIES APG Series 100 Cash APG, Series 100 Cash 5 Drawer-USB - Black - Drawer-USB - Black- $248.65 $1,243.25 Adjustable Media Slot, Adjustable Media Slot, ,16 ,16 inch x 16 Inch Inch x 16 Inch ZEBRA, DS4308, 2D ZEBRA, DS4308, 2D STANDARD RANGE STANDARD RANGE 5 IMAGER, USB KIT, IMAGER, USB KIT, $264.28 $1,321,40 INCLUDES SCANNER AND INCLUDES SCANNER AND 7 7 FOOT STRAIGHT CABLE FOOT STRAIGHT CABLE Receipt Printer- Star TSP 143 - USB - Black - Includes Power supply STAR 5 Receipt Printer- Star TSP MICRONICS, TSP143U GRY, $234.25 $1,171.25 143 - USB- Black THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-In POWER SUPPLY ConfidentW Tfade`secrets fcs the Express usr:�o� the 5hoWare Center)I E__E- EMIMENEEM 15 inch, Intel` Core i-3 XT401.5 15 INCH - i3 . 4GB 3220,3.3GHz, 4GB DDR3 SO- 1 $1,487.00 $1,487.00 Memory - Windows 10 DIMM RAM, WIN 10-64 bit, Projected Capacitive Touch, POSIFLEX, SERVICE, ADVANCE POSIFLEX, SERVICE, ADVANCE 1 EXCHANGE WARRANTY, 3 EXCHANGE WARRANTY, 3 $178.03 $178.03 YEAR, FOR XT4015 SERIES YEAR, FOR XT4015 SERIES POSIFLEX, MSR, 3 TRACK, POSIFLEX, MSR, 3 TRACK FOR ENCRYPTION CAPABLE, USB 1 XT SERIES WITHOUT FP READER, FOR $70.00 $70.00 GENERAL PAYMENT PROCESSORS, FOR XT SERIES POSIFLEX, CUSTOMER POSIFLEX, CUSTOMER 1 DISPLAY, 9.7IN SECONDARY DISPLAY, 9.71N SECONDARY $2 0.00 $2 0.00 DISPLAY DISPLAY FOR XT SERIES APG Series 100 Cash Drawer- APG Series 100 Cash Drawer- 1 USB - Black - Adjustable Media USB - Black -Adjustable Media $248.65 $248.65 Slot, ,16 Inch x 1.6 Inch Slat, ,16 Inch x 16 Inch ZEBRA, DS4308, 2D ZEBRA, DS4308, 2D STANDARD 1 STANDARD RANGE IMAGER, RANGE IMAGER, USB KIT, $264.28 $264.28 USB KIT, INCLUDES SCANNER INCLUDES SCANNER AND 7 AND 7 FOOT STRAIGHT CABLE FOOT STRAIGHT CABLE Receipt Printer - Star TSP 143 - USB - Black- Includes Power supply STAR MICRONICS, TSP143U Receipt Printer- Star TSP 143 - GRY 1 USB - Black $234.25 $2.34.25 THERMAL, PRINTER, 2 COLOR, CUTTER, USB, GRAY, Built-in POWER SUPPLY Total $168,699.58 Confdclential/Frade Secrets for the Expa ess use of the ShoWare Center 12 Kiosk and/or Customer Displays: If the proposal above includes a Kiosk and/or Customer Display please budget for the associated Professional Services customizations below. Upon approval of this proposal,a work order scope will be requested on your behalf for your review and approval including final costs and delivery dates. Secondary Display Skinning Pack—Up to 6 hours,$1,500.00 Kiosk Skinning Pack—Up to 10 hours,$2,500.00 Please be advised of the following accesso Siriusware policies: Deposit Policy: A 50%deposit is required for hardware orders with the balance due upon delivery to the COMPANY or to accesso Siriusware for configuration. Return Policy: 25 day replacement for DOA hardware—must be returned in original boxes to location specified by accesso. After 25 days, manufacturer warranty service applies. Defective units must be returned to the manufacturer under their warranty and RMA policies. Non-defective hardware returned after 25 days are charged a 15%restocking fee. No returns will be accepted after 30 days. Shipping Policy: US Clients:3%of order total minus warranty contracts and service Canadian Clients:15%of order total minus warranty contracts and service. This includes all GST and HST taxes. Ticket orders:13%of order total for freight shipping. Card orders: 4%of order total for shipping Hardware Support Policy:accesso makes every attempt to recommend the appropriate hardware. However,accesso cannot guarantee compatibility of the hardware with your computers and operating systems,accesso Siriusware's software,or future computers and operating systems.If the hardware is listed on the accesso Siriusware Hardware Compatibility list,accesso,to the best of its knowledge,believes the hardware is compatible with accesso Siriusware products. accesso will work closely with you to resolve any issues with your hardware purchase.However,if we cannot resolve the issue quickly,we will refer you to the hardware manufacturer who provides hardware support for their product. Confidential/Trade Secrets for the Express use of the ShoWare Center 13 Software Module Summary VV8 suggest the following occesJo products for your project: WRm �� m��. occessoSir/uswane provides excellence inretafl, food and beverage, and guest management solutions offering all essential features required for every point-of-sale throughout your venue. Module Description Integrated credit card processing provides faster Charge Cards transactions for your guests and a more efficient day- end reconciliation process for your site, Both Quick Service and Bar Service modules provide Food Service features such as remote kitchen printing, check splitting, tipping, and other food service industry features. In-House Cards Fully integrated stored value/gift card nnmdo|e. Memberships and Passes Creates, manages and tracks member/passho|deVseosnn ticket hoYderentitlements. Custom work provided by occesso for custom Professional Services enhancements, eComrnerce module customization and any necessary data migration work. Reporting Financial and performance reporting tools. SeHhng, tracking, and management of retail products can Retail be integrated with third party packages for advanced inventory management, The core of the accessoSir|usvuare ticketing solution, allows for the creation o[tickets, events, and capacity Ticketing controlled products. Integrated, compliant, credit card processing eliminates double entry and mistakes. Desii8nedtobe extremely fast and intuitive for operators. Cunhdcnz|a|,/7 mde secrets for the Express use o|the ShoWare Center i4 accesso Siriusware ~ntegrat'on with accesso Showare An important aspect of this propooa� is the integration between occeszoSirk/svvmreand occcsso ShoN/orc. Based on our conversations, vve would approach this incrementally. The first iteration would focus on aHowing a ticket to be used for discounts, season ticket holder benefits, promotions and in-house debit fonctonality. Once vve see some positive KP|s, vve can explore other options for integration. accesso Client Testimonials occessot relationship with our clients doesn't stop with the implementation. Our technical support, training and professional services will help you maximize your organization's investment and provide exceptional experiences for your guests. The/\ccesso team is a winning combination for Holiday World 8, Sp|ashin^ brId Safari. After more than two decades as a client ofAccesso Siriusware ~ & . ticketing solutions, we were delighted to experience the synergy created this year when vv8 added the Accesso Passport eCornmerce solution tV provide our guests with a fully integrated, real-time online purchasing System. This developed a simplified, user-intuitive process for purchasing tickets, season passes and cabanas without ever leaving the Holiday World vvebsiLe. Combining the benefits o[Acce5soSiriusvvare and Acceaso Passport has m||ovved us to spend less time trouble-shooting online sales issues and more time serving our guests all vvM|e seeing a 3596 increase in online ticket sales during our peak.season. -Eric Snow, Vice President wcceJso products and services can be found supporting the POS needs of many high-quality |eisure market business, such as: LONGWOOD snowbirdvr, �� ` ��r GARDENS o��m��,� ~°"' � �� ~ �=� ��m ��U��umu [onAdcntia|8ede Secrets fn/the Express use of the 3hoYYare Center 10 A O® DATE(MMIDDIY YY) CERTIFICATE OF LIABILITY INSURANCE 06/07/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER DNTACT NAME: Marsh USA Inc. PHONE FAX Incoming Multinational Client Service Unit EA�Lo.Ext;210-691-9100 AI No:210-737-3584 9830 Colonnade Boulevard, Suite 400 ADDRESS: PO Box 659520 INSURE 5 AFFORDING COVERAGE NAIC 0 San Antonio, TX 78265-9520 INSURER A FEDERAL INSURANCE CO 20281 INSURED INSURERS: Siriusware,Inc. INSURERC• 420 Thornton Road, Suite 109 INSURERD• Lithia Springs, GA 30122 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDDDDY EFF MMIDDI WY LIMITS LTR A X COMMERCIAL GENERAL LIABILITY 35933642 10/31/2016 10/31/2017 EACH OCCURRENCE $1,000,000 DAMAGETO RENTED CLAIMS-MADE FIOCCUR -PREMISES E.occurrence) $1,000,000 M ED EXP(Anyone person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $2,000,000 X POLICY❑PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $1,000,000 OTHER: $ COMBINED A AUTOMOBILE LIABILITY 73578155 10/31/2016 10/31/2017 (Ea accidenls[NGLELIMIT $1,000,000 ANY AUTO BODILY INJURY(per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS PeraccideM A UMBRELLA LIAB X CLAIMS-MADE OCCUR Excess 1D/31/2016 10/31/2017 EACH OCCURRENCE $1,000,000 X EXCESS LIAB Excess Auto/EL only AGGREGATE $1,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 71742408 10/31/2016 10/31/2017 X IPER OTH- AND EMPLOYERS'UABILITY STATUT E ER ANY PROPRIETORIPARTNERIEXECUTIVE YIN N!A E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? El (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ShoWare Center THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Ave S ACCORDANCE WITH THE POLICY PROVISIONS. Kent, WA 98032-5838 AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DS#77022142 140 '60�6 \1-17�K F_14 Agenda Item: Consent Calendar - 7E KENT WA s I,1.4;1 o. TO: City Council DATE: July 5, 2017 SUBJECT: Agreement with accesso Siriusware ShoWare Point-of-Sale Replacement Project - Authorize MOTION: Authorize the mayor to sign all necessary documents to enter into an agreement with Siriusware/accesso to replace the existing point- of-sale system at the accesso ShoWare Center, in an amount not to exceed $455,000, subject to final terms and conditions acceptable to, the Information Technology Director, and the City Attorney. SUMMARY: The City of Kent owns the ShoWare Center and contracts with SMG for the management of the facility. SMG, partnering with the City of Kent, will be replacing the existing point-of-sale system, including the primary application, hardware, credit card EMV chip card readers and mobile devices with the addition of server/storage/database solutions. The project will strive for a turnkey installation responsible for all aspects of verification of requirements by IT/Finance and SMG, and installation of server/storage/database solution comprised onsite standing servers. EXHIBITS: A) April 7, 2017, Memo 13) Vendor Master Agreement C) Vendor Proposal RECOMMENDED BY: Operations Committee YEA: Ralph, Thomas NAY: BUDGET IMPACT: Funding for this system has been approved in the City's 2017 capital budget to cover the $400,000 cost. Item P,rice Hardware $1681699-58 Software $147,000.00 W .......... ........ Implementation and Training $21,250-00 ..... Technical Support $26,550.00 Subtotal $363,499.58 Tax $ 36,349.95 (10% tax) Total $ 399,849.53 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director 40Phone: 253-856-4607 • Fax: 253-856-4700 KENT WASH NGTCN Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: June 20, 2017 TO: Operations Committee FROM: Michael Carrington, Information Technology Director SUBJECT: ShoWare Point of Sale Replacement Project MOTION: Recommend Council to authorize the Mayor to sign all necessary documents to enter into an agreement with Siriusware/Accesso to replace the existing Point of Sale system, subject to final terms and conditions acceptable to the Information Technology Director, and the City Attorney, for a total amount not to exceed $455,000. SUMMARY: The City of Kent owns the property "ShoWare Center Arena" contracting with (SMG) for the management of the property. SMG, partnering with the City of Kent, will be replacing the existing POS system, including the primary POS application, POS hardware, Credit Card EMV Chip Card Readers and mobile devices with the addition of server/storage/database solutions. The project will strive for a turnkey installation responsible for all aspects of verification of requirements by IT/Finance and SMG, and installation of server/storage/database solution comprised onsite standing servers. EXHIBITS: A) Vendor Master Agreement B) Vendor Proposal BUDGET IMPACT: Funding for this system has been approved in the City's 2017 capital budget to cover the $400,000 cost. Item Price Hardware $168 699.58 Software $147,000.00 Implementation and Training 21,250.00 Technical Support $26,550.00 Subtotal $363,499.58 Tax $ 36,349.95 10% tax Total $ 399,849.53 CITY OF KENT INFORMATION TECHNOLOGY 220 41h Avenue South Kent, WA 98032 KENT Fax: 253-856-4700 WASH IN rTO N PHONE: 253-856-4600 Memo To: Suzette Cooke, Mayor From: Annette Pape, Project Manager/Business Analyst CC: Mike Carrington, Information Technology Director Date: April 7, 2017 Re: Request for Waiver of competitive bid requirement for purchases under KCC 3.70.110(A) for ShoWare Point-of-Sale (POS,) System The ShoWare Center operator, SMG, needs a new Point of Sale (POS) system to update and improve its ability to process purchases onsite and over the internet, SMG, on our behalf, has surveyed the potential vendors available to offer a new POS system, and has selected Accesso Siriusware as its preferred vendor. SMG made this choice on several factors including quality and reliability of the software program, ease of use by both operator and purchaser, interoperability with, the online ticketing system at ShoWare center, and price. In addition, Accesso, is also the new owner of the ShoWare online ticketing software system currently used at ShoWare Center. Consistency within the ShoWare operations and familiarity across product lines is a distinct benefit to SMG and hence, the city, as the ShoWare Center owner. Finally, we are in negotiations to extend the current naming rights agreement with Accesso/ShoWare, and continuing to use Accesso's ShoWare ticketing program and purchasing its Siriusware POS system will be influential and helpful as we close the naming rights agreement. For all these reasons, and after discussions with the city attorney, we feel that negotiation of a direct purchase with Accesso Siriusware meets the city's standards to waive competitive bidding for the new POS hardware/software product because the purchase is subject to special market conditions (unique relationship between the city and Accesso/ShoWare/Siriusware), involves special facilities (ShoWare Center), and is otherwise not in the city's best interests to go out to bid under these circumstances. See Kent City Code § 3,70.110 (A)(2) & (A)(3). Thank you very much for your time and consideration on this matter. If you concur with this recommendation, please indicate your approval by signing below. CITY OF Kf� IT- --- 11z"'e"tte C e, May A�® CERTIFICATE OF LIABILITY INSURANCE 0DATE i 0/20 D7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Marsh USA Inc. PHONE 210-691-4100 FAX 210-737-3584 Incoming Multinational Client Service Unit EMAIL A/C Na: 9830 Colonnade Boulevard, Suite 400 ADDRESS: PO Box 659520 INSURERS AFFORDING COVERAGE NAIC# San Antonio, TX 78265-9520 INSURER A: FEDERAL INSURANCE CO 20281 INSURED INSURER B: Siriusware,Inc. INSURERC: 420 Thornton Road, Suite 109 INSURER D Lithia Springs, GA 30122 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE D L WM UBR POLICY NUMBER MNWDYIYYW POLICY MIfDI DIYYYYYY LIMITS LTR A X COMMERCIAL GENERAL LIABILITY 35933642 10/31/2016 10/31/2017 EACH OCCURRENCE $1,000,000 CLAIMS MADE a OCCUR PREMISES EaEoccue nce S1,000,000 MEDEXP(Any onePerson) $10,000 PERSONAL&ADV INJURY $1,000,000 GENI AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGAT E $2,000,000 X POLICY PRO- ❑ LOC PRO DUCTS-COMPIOPAGG $1,000,000 JECT S OTHER: MBINED SINGLE LIMIT 51,000,000 A AUTOMOBILE LIABILITY 73578155 10/31/2016 10/31/2017 (CO, E accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident $ A UMBRELLA LIAS X OCCUR 79885187 10/31/2016 10/31/2017 EACH OCCURRENCE $1,000,000 X EXCESSLIAB Excess Auto/EL only AGGREGATE S1,000,000 CLAIMS-MADE DED I I RETENTION S S A WORKERS COMPENSATION 71742408 10/31/2016 10/31/2017 X I PER STATUTE J AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ NIA E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E-L-DISEASE-EA EM $1,OD0,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLIC $1,000,000 DESCRIPTION OF OPERATIONS LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more apace is required) RE: ShoWare Center, Kent,WA City of Kent is included as Additional Insured with respect to the General Liability coverage as their interest may appear according to written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Ave. S. ACCORDANCE WITH THE POLICY PROVISIONS. Kent, WA 98032-5838 AUTHORIZED REPRESENTATIVE a/m�� ©1888-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD DS#77345158 C H U B B° Liability Insurance Endorsement Policy Period OCTOBER 31,2016 TO OCTOBER 31,2017 Effective Date JUNE 20,2017 Policy Number 3593-3642 GAB Insured LO Q INC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 21,2017 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBBm Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF KENT 220 FOURTH AVE S KENT,WA 98032-5838 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 ShoWare Center Point of Sale Project Summary accesso Siriusware Proposal $303,984.53 Elavon proposal EMV Chip Card Reader Proposal Siriusware EMV ICS250 USB bundle: With Comm Box $ 874.00 Qty 47 $ 41,078.00 Tax $ 4,107.80 $ 45,185.80 Siriusware EMV IPP320 USB bundle: With Comm Box $ 694.00 Qty 2 $ 1,388.00 Tax $ 138.80 $ 1,526.80 Fusebox Gateway/EMV terminal card reader Implementation Fee(per 10 stations) $ 499.00 Qty 5 $ 2,495.00 Tax $ 249,50 $ 2,744.50 Total for EMV Readers $ 49,457.10 Point of Sale Project Total $353,441.63 New Vendor • I Reactivate Vendor " Vendor Set-Up Farm' �, Address Change WA 5!N N EI C,r 0 11 To be ffiled out by Vendor ONLY Vendor Number F'MANCE 220 Fourth Avenue South ® Kent,WA 98032-5895 • Phone: (253) 856-5235• Fax: (253) 856-6200 BRIM HIM - An incomplete farm will create a delay in our payment(s)to you and your payment(s) could be subject to the IRS required back-up withholding. -1 r Name,as it will appear on check (Nth ASBA VIATIONS) Doing Business As(It different than name on//check) Payment Address Business Address _ 6)6 8'z5 AIM i City State Zip City State zip Phone Number Accounts Receivable Contact ..I . check the appropfiate box Corporation 0 Government Agency C] Individual/Sole Proprietor C7 Non-Profit 11 Partnership This business is C7 Minority Owned EJ 'Women Owned C] Both Minority and Women,Owned M-Neither Will you provide medical services to the City of Kent? .. ..................................... ......................Yes Nod WWHI you provide legal services to the City of Kent? ............. ....................................................Yes No Will you provide services other than medical or legal to the City of Kent?................................... es No Will you provide parts, supplies or materials to the City of Kent?............. ....... .................... ....... es i No Do you pay sales tax to the State of Washington?........................................................................Yes No if exempt from Form 1099 reporting, and check your qualifying exemption reason below: 17 1. Corporation, except there is no exemption for medical and healthcare payments or payments for legal services El 2. Tax Exempt Charity under 501(a), or IRA. 0 3. The United States or any of its agencies or instrumentalities 0 4. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions El 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): i.r Social Security#: or Federal TIN':; _ E r.. - 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 S ' e(IRS)that I am subject to backup withholding as a result of a failure to er report all interest r dividends„or the IRS has notified me that I am no longer subject to backup withholding. Signature r r' ��-- _. Date ' � ..�a o r �l dRcs2727 indd•7104 Fcrm W-9 Request for Taxpayer Give Form to the (Rev.December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name[as shown an your income tax return).Name is required on this line:do not leave this line blank, Siriusware Inc. N 2 Business name/disregarded entity name,if different from above a rn a 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 ❑Individual/sole proprietor or ❑✓ C Corporauun ❑ S Corporation ❑ Partnership ❑ Trustlestate instructions on page 3): m c single-member LLC o Limited liability company.Enter the tax classification C=C corporation,S=S corporation,P=partnersl► Exempt payee code(if any) p Note.For a single-member LLC that is disregarded,do not check LLC;check the appropnate box inthe line above for Exemption from FATCA reporting c the tax classification of the single-member owner. code(if any) 'C a V ❑Other(see instructions)I,- �Mdros+o accounrs n,�n+a.w+wr.<rM!n.,�U S� E 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) v Q. 302 Camino de la Placita y 6 Coy,slate,and ZIP code <n Taos, NM 87571 7 List account numbers)here(optional) — KjQM 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(page However,for a -m - resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities,it is your employer identification number(EIN).If you do not have a number,see Now to get a 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 guidelines on whose number to enter. M85 - 0 3 8 7 3 7 5 • Certification _ Under penalties of pelury,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 ail 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(IRA),and generally,payments other than interest an ividends,you are not required to sign the certification.but you must provide your correct TIN.See the instructions on page 3. Sign Signature of Here I U.S.person► " Date► General Instructions •Form 1098(home mortgage interest),1098-E(student loan interest).1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. e Form 1099-C Icanceled 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 it 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(SSNI,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 we ting for a number identification number(EIN),to report on an information return the amount paid to to be issued). yeti,or other amount reportable on an information return.Examples of information returns includs,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT Ilnterest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099•DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(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 FA CA reporting?on •Form 1099-5(proceeds from real estate transactions) page 2 for further nformation. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-9(Hev.12-2014) / / / / / / / / / f / f / / / / / / / / / / / / / / / / / r r i / f / / j r / / / / / r / 1 / , / r! / r / / r/ / / / / / / / / r / / / / ry/ / / / / / 1 / / r / / / r / / r / / / / / / / / / / / / r / / / / / / / / / / / / / / / r / / /