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HomeMy WebLinkAboutIT16-162 - Extension - Bottomline Technologies, Inc. - Opti eCI (JDE Paper Checks Creator) - 03/31/2018 K T NTRecords Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions,, please contact the it Clerk's Office at 253-856-5725. E Blue/Motion Sheet Attached E] Pink Sheet Attached Vendor Name: Bottornline Technologies Vendor Number (ID E): 213922 Contract Number (City Clerk): ___ Category: License Agreement Sub-Category (if applicable): C-.'hoose an itei,-n. Project Name: p�io egL JD,Epap_qr checks creator Contract Execution Date: 03/31/18 Termination Date: 03/30/19 Contract Manager: Somen Palit Department: IT Contract Amount: 10,300.43 ------- Approval Authority: H Director 0 Mayor F-1 City Council Other Details: ..thin Prior Acireement# IT16-162-002 Bottomline Technologies, Inc. 5 Bc�tfio�mline 325 Corporate Drive TeCh"01I91eS� Portsmouth, New Hampshire 03801 1 kill., r A A ' A Customer ID: KENCIT001 February 09, 2018 Bill To: City of Kent Software Location: 220 4th Avenue South City of Kent 220 4th Avenue South, Kent, WA, 98032-5838 Kent, WA, 98032-5838 Contact Name: Information Technology Department Contact Email: ita@kentwa.gov Product Product Quantity Transform Upgrade from Opt eCI v.7.8.2 continued annual maintenance Coverage period 3/31/2018 - 3/30/2019 NA-TFS-MT99-90019 1 $ 9,364.03 Your Total Cost(Tax Not Included): $ 9,364.03 - - �O�b _ 7�,y() - - - Questions or concerns regarding the information above should be addresse customeradvantageteam@bottomline.com or(603) 501-5317 xxxxT;`HISIS NOT AN `INVOICE OPTIO SOFTWARE,INC. ADDENDUM TO MASTER LICENSE AGREEMENT THIS ADDENDum to the foregoing Master License Agreement (the "Agreement") is hereby made and entered into of even date with the Agreement by and between Optio Software and Licensee (as those terms are defined in the Agreement). Notwithstanding anything in the Agreement to the contrary, the Agreement is hereby amended and/or supplemented as hereinafter set forth: 1. DEF1NMONS. All terms as used herein shall have the same meaning as given thereto in the Agreement,unless otherwise defined herein. 2. SOMWAU FEES. Notwithstanding anything in the Agreement to the contrary, the fees for professional services rendered hereunder will be invoiced after the services have been completed. The second and third sentences of Section 2.1 of Part One:Variable Terms are hereby deleted and replaced with new sentences,which shall read as follows: Licensee agrees to pay fifty percent(5051o)of the license and maintenance fees,plus 100%of the taxes upon execution of this Agreement and fifty percent(50%) of the license and maintenance fees sixty(60)days from the date of execution of this Agreement. Fees for professional services rendered hereunder will be due net forty-five(45) days of Invoicing for said services. Fees for professional services rendered hereunder will be invoiced upon completion of the services. 3. LICENSED SOFMARE. The third sentence of Section 2.1 of the Agreement is hereby deleted and replaced with a new sentence,which shall read as follows: The license granted hereunder for any Licensed Software shall terminate immediately in the event that any Licensed Software is installed or nun on any other system or the Designated System for such Licensed Software ceases to be within the possession and control of the Licensee,provided, however,Licensee shall have the ability to transfer the Licensed Software to a different system or designate a new Designated System by providing notice to Optio of such change and by removing the Licensed Software from the original system or Designated System which it resided on. 4. COPYING. The first sentence of Section 2.3 of the Agreement is hereby deleted and replaced with a new sentence,which shall read as follows: 2.3 Copying. Except for purposes of creating a reasonable number of back-up copies of the server based software,the amount of which will be determined by Optio,Licensee shall not copy, duplicate,or print the Licensed Software,in whole or in party,without the prior written consent of Optio, which shall not be unreasonably withheld. Licensee may,at all times,maintain a copy of the server based software on a backup server to facilitate recovery from hardware failures. S. MODIFICATION; DISASSEMUY. The following is hereby added to the end of Section 2.4, and shall read as follows. "...and to the modified Licensed Software and corrections, enhancements, updates and new versions relating thereto if Optio approved those enhancements,provided Optio shall review such corrections, enhancements, and/or updates of Licensee at a mutually agreed upon rate, it is at Optio's sole discretion to approve such corrections,enhancements,and or updates." 6. TRANSFER. Section 2.7 of the Agreement is hereby deleted and replaced with a new section 2.7, which shall read as follows: 2.7 Transfer. In instances where a hardware failure has occurred, Licensee may submit a request for a replacement key. Optio will provide replacement keys upon such request from Licensee with valid paid maintenance contracts at no extra charge. In the event Optio receives a request by 12:00pm PST,a replacement key will be provided that same business day. In the event a request is received by Optio after 12:00pm PST,a replacement key will be provided by 12:00pm PST the following business day. 7. CONFIDENTIALITY AND MUTUAL NON-DISCLOSURE. The second sentence of Section 3.1 of the Agreement shall be amended to begin with the phrase"To the extent allowed by law'. S. LuarED WARRANTY FOR THE LICENSED SOFTWARE. Section 4.1 of the Agreement is hereby deleted and replaced with a new Section 4.1,which shall read in its entirety as follows: 4.1 Limited Warranty for the Licensed Software. Optio warrants that it possesses all rights and interests in the Licensed Software necessary to enter into this Agreement. Further,for a period of one (1) year from the date of execution of this Agreement, Optio warrants that the Licensed Software(i)will conform with all material operational features and performance characteristics as described in the then current documentation supplied by Optio,and(ii)will be flee of errors and defects that materially affect the performance of such functionality;provided,however,that(a)the Licensed Software is installed, implemented, and operated in accordance with all written instructions supplied by Optio,(b)Licensee notifies Optio in writing of any nonconformity,error, or defect within forty-five(45)days of the appearance thereof;and(c)Licensee has promptly and properly installed all corrections and updates made available by Optio to Licensee. Optio's sole liability, and Licensee's sole remedy regarding defective Software is, at Optio's sole election, to either: (i) replace or repair defective Software at no charge to Licensee, provided that Licensee notifies Optio in writing in accordance with this Section;or(h)return to Licensee the Licensee Fee for the defective Software,which,for purposes of this provision,shall be deemed to be the amount set forth in the Sales Agreement, applicable to the defective Software as determined by Optio. Optio warrants that the Licensed Software will operate in the combinations which Licensee may select for use,that the operation of the Licensed Software will be substantially uninterrupted or error-five,and that all material Licensed Software errors will be corrected. 9. EXCLUSIONS OF IWLMD WARRANTIES. Section 4.2 of the Agreement is hereby deleted and replaced with a new Section 4.2,which shall read in its entirety as follows: 4.2 Exclusions of Implied Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, OPTIO MAKES AND LICENSEE RECEIVES NO FURTHER WARRANTY, EXPRESSED OR IMPLIED. OPTIO SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR EXEMPLARY DAMAGES.OPTIO SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE EXTENT THAT SUCH DAMAGES ARE CAUSED DIRECTLY OR INDIRECTLY BY LICENSEE-S FAILURE TO PERFORM ADEQUATE BACKUP OF DATA AND SYSTEMS OR LICENSEE'S INADEQUATE DISASTER RECOVERY PROCEDURES. THE ABOVE STATED LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF OPTIO FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE LICENSED PRODUCT(S). 10. WARRANTY EXCLUSIONS. Section 4.3 (b) and (c) of the Agreement are hereby deleted and replaced with new sections,which shall read as follows: (b)unauthorized modification of the Licensed Software,by a party other than Optio,(c)failure by Licensee to utilize computer and networking hardware and software not currently used by Licensee or not subsequently approved by Optio. 11. LIMITATION OF LIABILITY. Section 4.5 of the Agreement is hereby deleted and replaced with a new Section 4.5,which shall read as follows: 4.5. Limitation of Liability. OPTIO'S ENTIRE LIABILITY FOR ALL DAMAGES OTHER THAN INDEMNIFICATION ARISING OUT OF THIS AGREEMENT AND/OR THE LICENSING OF THE LICENSED SOFTWARE SHALL BE LIMITED TO TWO(2x) TIMES THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT.IN NO EVENT SHALL OPTIO BE LIABLE TO LICENSEE UNDER THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABnXM FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTED GOODS AND SERVICES,DAMAGES FOR LOST PROFITS,LOSS OF DATA,LOSS OF USE OF COMPUTER HARDWARE, DOWNTIME,LOSS OF GOODWILL, LOSS OF BUSINESS OR COMPUTER HARDWARE MALFUNCTION,EVEN IF OPTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,TO THE EXTENT THAT SUCH DAMAGES ARE CAUSED DIRECTLY OR INDIRECTLY BY LICENSEE'S FAILURE TO PERFORM ADEQUATE BACKUP OF DATA AND SYSTEMS OR LICENSEE'S INADEQUATE DISASTER RECOVERY PROCEDURES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIMITATION CONTAINED IN THIS SECTION DOES NOT APPLY TO CLAIMS FOR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW MAY PROHIBIT LIMITATION OF LIABILITY FOR PERSONAL INJURY. 12. LWTATtoN oN.Acrtohs. The term"one (1)year" in section 4.6 of the Agreement is hereby deleted and replaced with the term"three(3)years" 13. MAM ENANCE AND SUPPORT. Section 5.1 (i)of the Agreement is hereby deleted and replaced with a new section(i),which shall read as follows: (i) enhancements and designated updates to the Licensed Software to correct the applicable release(s)of Licensed Software listed in the Sales Agreement and all new releases of the Licensed Software listed in the Sales Agreement. The fallowing is hereby added to the end of Section 5.1 (c)and shall read as follows: "...unless Licensee has been otherwise directed or authorized by Optio." The last sentence of the second paragraph of Section 5.1 of the Agreement is hereby deleted and replaced with the following: Billing for annual maintenance/support services will automatically occur every twelve (12) months. Optio agrees not to Increase its price for maintenanceJsupport services more than ten percent (10%) over the last year's maintenance/support fees. Optio shall provide no less than twelve (12) months prior notice if Optio generally discontinues offering maintenancetsupport services to customer of its Licensed Software, discontinues maintenance/support services for the release of the software in use by Licensee or discontinues maintenance/support services of a previously approved hardware platform inchuiing operating system. 14. MAINTENANCE 'PERM. The last sentence of Section 52 of the Agreement 6 hereby deleted and replaced with a new sentence,which shall read as follows: Failure to pay the annual maintenance and support fee(s)within forty five(45)business days of the date it is due shall result in the termination of maintenance and support services by Optio and Licensee will be required to pay a reinitiation fee of back maintenance fees which accrue from the date of termination of the initial maintenance period, In addition to the then-current maintenance and support fee(s), in order to reestablish its maintenance and support services. Failure to pay armual maintenancetsupport fee(s)in no way terminates the Licensee's right to continue using the Licensed Sbftware. 15. LICENSE KEY. The term"sixty(60)days"in the fast sentence of Section 5.3 of the Agreement is hereby deleted and replaced with the term"one hundred twenty(120)days". 16. CONSULTING. Section 6.1 of the Agreement is hereby deleted and replaced with a new Section 6.1.which shall read in its entirety as follows: 6.1 Consulting. Licensee may purchase application training and professional technical services at Optio's current daily rates,or as outlined in tho-Sales Agreement. Sales Agreement rates will remain fixed for one(1)year from the date of this Agreement. Following the initial one(1)year period, then-current prices, terms, and conditions shall apply but shall never exceed ten percent (10%)over the rates charged during the previous one(1)year period The Licensee agrees to pay the charges for these services, (excluding travel time oaly), overtime and reasonable actual expenses,in accordance with Optic's travel and accommodation policies in effect on the date of the Agreement and attached hereto as Exhibit"B". Any overtime shall be pre-approved by the Licensee. Optio will perform such consulting services in a professional mEknner by capable and qualified implementers,trainers and technicians. 17. CHANGES TO SCHEDULE. Section 6.2 of the Agreement is hereby deleted and replaced with a new-Section 62,which shall read in its entirety as follows: 6.2 Changes to Schedule. Licensee may move the scheduled service time if Licensee notifies Optio ten(10)business days prior to the scheduled service. Licensee may reschedule the time at a later date at the same rates. I& DAILY RATE. The last sentence of Section 6.3 of the Agreement is hereby deleted and replaced with a new sentence,which shall read as follows: Overtime Rates for weekend and holiday work will be I 'A tithes the Rate. 19. IEFFEGT OF TERMINATION Section 7.3 of the Agreement is hereby deleted and replaced with a new section,which shall read as follows: 73 Effect of Termination. Upon termination of this Agreement by either patty in accordance with Section 7.2, the license granted under this Agreement to use the Licensed Software is immediately revoked. Within six(6)months after the termination of this Agreement by Licensee in accordance with Section 7.2,Licensee shall return to Optio all Licensed Software including,but not limited to, all originals and copies of the Licensed Software, updates and user manuals in Licensee's possession. In the alternative,upon request by Optio,Licensee shall destroy all such copies of the Licensed Softwara,updates,and user manuals and supply Optio with documentation certifying destruction. TERMINATION SHALL NOT RELIEVE THE LICENSEE AND AUTHORIZED USERS OF THEIR OBLIGATIONS REGARDING THE CONFIDENTIALITY OF ANY ITEMS OUTLINED IN SECTION THREE(3)ABOVE.- 2©. Applicable Law.Section 8.3 of the Agreement is hereby deleted in its entirety and replaced with a new section 8.3,which shall read in its entirety as follows: 8.3 Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute,difference or claim arising from the parties' performance of this agreement,the exclusive means of resolving that dispute,difference or claim,shall only be by filing suit exclusively under the venue,rotes and jurisdiction of the King County Superior Court located in Kent,King County,Washington,unless the parties agree in writing to an alternative venue or dispute resolution process. 21. ATTORNEY's FEES. Section 8.4 of the Agreement is hereby deleted and replaced with a new Section 8.4,which shall read in its entirety as follows: 8.4 Attorney's Fees. In the event it shall become necessary to enforce this Agreement in a court of law,each party shall be responsible to pay all its attorney's fees and costs. OPTIO SOFTWARE,INC. MASTER LICENSZ AGREEMENT THIS MASTER LICENSE AGREEMENT(°'Agreement')between Optio Software,Inc.("Option).'a Georgia corporation,and the Licensee identified below consists of this Part One:Variable Terms,and the attached Part Two:General Terms and Conditions,and the attachments as indicated below. Now TaEmom, in consideration of the background, the covenants herein contained, and intending to be legally bound hereby,the parties agree as follows: PART ONE: 'VARIABLE TERMS 1. Parties Optio Software,Inc.("Optio") City of Kent ("Licensee) Optio Software,Inc. City of Kent 3015 Windward Plaza 400 W.Gowe,Suite 314 Alpharetta,GA 30005 Kent,WA 98032 Contact: Mindy Weintraub Contact: Sue Lester Telephone: 770-576-3500 Telephone: ( ) Facsimile: 770-576-3649 Facsimile: ( ) 2. Software Fees 2.1 Total fees payable under this Agreement for Licensed Software and related services as indicated on the attached Sales Agreement(s)are$54,280.00,exclusive of applicable taxes and shipping charges. Fees are payable as follows:The total contract fees for the Licensed Software and Maintenance will be due on the date of execution of the attached Sales Agreement. Fees for professional services rendered hereunder will be due net thirty (30) days of invoicing for said services. If Optio becomes entitled to terminate this Agreement for any reason,any sums then due to Optio will immediately become payable in full. Terms on Licensee's purchase order will not override Optio's Sales Agreement. Optio Software,Inc. Z MLA PART TWO: GENERAL TERMS AND CONDITIONS TO THE MASTER LICENSE AGREEMENT LICENSE GENERAL TERMS AND CONDITIONS SHALL GOVERN ALL MATTERS WITH RESPECT TO LICENSEE'S USE OF THE SOFTWARE IDENTIFIED IN PART ONE OF THIS MASTER LICENSE AGREEMENT. 1. DEFINITIONS: AFFILIATED ENTITIES: Any entity under common control and ownership of the Licensee, such common control and ownership being defined as the direct or beneficial ownership of a voting interest of at least fifty percent(50%)or the right or power,directly or indirectly,to elect a majority of the Board of Directors,or the right or power to control management. CONFIDENTIAL INFORMATION: Certain confidential technical and business information, including without limitation,business plans and interests,the Licensed Software and associated documentation. DISCLOSER: The party disclosing Confidential Information. LICENSED SOFTWARE: The computer programming object code for the Licensed Software identified in each Sales Agreement attached to this Agreement, any software updates, the media in which the Licensed Software are delivered,and the associated documentation. RECIPIENT: The party receiving Confidential Information. DESIGNATED SYSTEM: A computer system as identified by a serial number or system number or other identification as may be used by the manufacturer, which is within the possession and control of Licensee and identified on the attached Sales Agreement. 2. GRANT OF LICENSE 2.1 Licensed Software. Subject to the terms and conditions hereof,Optio hereby grants to the Licensee, and Licensee hereby accepts, a perpetual, non-exclusive, non-transferable license to use the Licensed Software and the proprietary rights embodied therein, as designated on the Sales Agreement. Licensee shall use the Licensed Software only in Licensee's internal business operations including Affiliated Entities that control or are controlled by Licensee,and Licensee shall not permit the Licensed Software to be used for the benefit of third parties, including without limitation,use as part of a service bureau. The license granted hereunder for any Licensed Software shall terminate immediately in the event that any Licensed Software is installed or run on any other system or the Designated System for such Licensed Software ceases to be within the possession and control of the Licensee. Licensee shall not have the right to relicense or sell the Licensed Software or to transfer or assign the Licensed Software,except as expressly provided herein. 2.2 Ownership. Optic retains all title, copyright and other proprietary rights in the Licensed Software. Licensee does not acquire any rights, express or implied, other than those specified in this Agreement. Licensee agrees to secure and protect the Licensed Software in a manner consistent with Optio Software,Inc. 2 MLA maintaining Optio's rights therein and to take appropriate action by instruction or agreement with its employees or agents who are permitted access to same to satisfy these obligations. 2.3 Copying. Except for purposes of creating a reasonable number of back-up copies, the amount of which will be determined by Optio, Licensee shall not copy, duplicate, or print the Licensed Software,in whole or in part,without the prior written consent of Optio,which shall not be unreasonably withheld. 2.4 Modification; Disassembly. Licensee shall not modify, disassemble, decompile, reverse engineer or otherwise attempt to derive source code from the Licensed Software for any purpose. However, Licensee may request in writing to Optio to modify the Licensed Software only in order to adapt the Licensed Software for use in the ordinary business-activities for the Licensee provided however, Optio maintenance and support and warranty obligations set forth in Section 4.1 of Part Two of this Master License Agreement shall apply only to the unmodified Licensed Software and corrections, enhancements,updates and new versions relating thereto. 2.5 Proprietary Notices. Licensee shall not alter,change or remove any proprietary notices or confidentiality legends placed on or contained within the Licensed Software. Licensee shall include such notices and legends as Optio may prescribe from time to time in all copies of any part of the Licensed Software made pursuant to this Agreement. 2.6 Notice of Infringement; Misappropriation. In the event that either party becomes aware of any action that may infringe or misappropriate the proprietary rights of the other party,such party shall Promptly notify the other party of such action. 2.7 Transfer. In instances where a hardware failure has occurred,Licensee may submit a written request for a replacement key.Optio will provide replacement keys upon such request from Licensees with valid paid maintenance contracts,upon payment of a transfer fee,if any. 3. CONFIDENTIALITY AND MUTUAL NONDISCLOSURE 3.1 Pursuant to this Agreement, each party may, from time to time, furnish the other party with certain Confidential Information. The parties agree to hold each other's Confidential Information in confidence at least to the same extent that it protects its own similar Confidential Information and will take all reasonable precautions consistent with generally accepted standards in the data processing industry to safeguard the confidentiality of the Licensed Software. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. The disclosure of Discloser's Confidential Information does not grant to the Recipient any license or rights to any trade secrets or under any patents or copyrights,except as expressly provided by the licenses granted in this Agreement. 3.2 Nothing herein shall limit either party's use or dissemination of information or data, (i) which has properly been made public,(ii)which is in the public domain,(iii)which was revealed to others on a non-confidential basis,(iv)pursuant to the direction of any court,or(v)which by its content and nature would not reasonably be construed to be confidential by either party unless one party specifically requests the other party in writing to protect the confidentiality of specific information. 3.3 The parties agree that a breach of the confidentiality obligations by Recipient shall cause immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in addition to all other remedies and damages. Optio Software,Inc. 3 MLA 4. WARRANTIES AND LIMITATIONS OF LIABILITY 4.1 Limited Warranty for the Licensed Software. Optio warrants that it possesses all rights and interests in the Licensed Software necessary to enter into this Agreement. Further,for a period of ninety (90)days from the date of execution of this Agreement,Optio warrants that the Licensed Software(i)will conform with all material operational features and performance characteristics as described in the then current documentation supplied by Optio, and(ii)will be free of errors and defects that materially affect the performance of such functionality; provided, however, that (a) the Licensed Software is installed, implemented, and operated in accordance with all written instructions supplied by Optio, (b)Licensee notifies Optio in writing of any nonconformity, error,or defect within ten (10) days of the appearance thereof,and(c)Licensee has promptly and properly installed all corrections and updates made available by Optio to Licensee. If Licensee notifies Optio in writing in a timely manner of any such nonconformity,error,or defect,Optio shall at its sole and exclusive option repair or replace the Licensed Software. OPTIO DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE LICENSED SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE,THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL LICENSED SOFTWARE ERRORS WILL BE CORRECTED. 4.2 Exclusions of Implied Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, OPTIO MAKES AND LICENSEE RECEIVES NO FURTHER WARRANTY, EXPRESSED OR IMPLIED, AND 'THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR'A PARTICULAR PURPOSE. OPTIO SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE STATED LU IITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF OPTIO FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE LICENSED PRODUCT(S). 4.3 Warranty Exclusions. Notwithstanding any other provisions of this Agreement,the limited warranty provided in Section 4.1 shall not apply to non-conformities,errors,or defects due to any of the following:(a)misuse of the Licensed Software,(b)modification of the Licensed Software,by a party other than Optio,(c)failure by Licensee to utilize compatible computer and networking hardware and software,or(d)interaction with software or firmware not provided by Optio. 4.4 Infringement Indemnification. Optio, at its own expense,shall defend, indemnify,and hold Licensee harmless for any action to the extent that it is based on(a)the lack of right or authority to license the Licensed Software,or(b) infringement of any copyrights,trade secrets,or patents known to Optio as a result of Licensee's use or distribution of an unmodified copy of the Licensed Software provided that Optio is immediately notified in writing of such suit or claim, and further provided that Licensee permits Optio to defend,compromise,or settle same,and provides all available information and reasonable assistance to enable Optio to do so. However,Optio shall have no liability for any claims of infringement to the extent that such claims result from the use of the Licensed Software in conjunction with non-Optio software or other non-Optio products or upon a use of the Licensed Software in a manner not contemplated by the System Reference Guide(s). Nothing in this provision shall be construed as a limitation on Licensee's ability to retain legal counsel at its own expense to monitor the proceedings.The foregoing is exclusive and states the entire liability of Optio with respect to infringements or misappropriation of any proprietary rights by the Licensed Software. Optio Software,Inc. 4 MLA 4.5 Limitation of Liability. WITH EXCEPTION OF INDEMNITY FOR INFRINGEMENT AS STATED IN PARAGRAPH 4A, OPTIO'S ENTIRE LIABILITY FOR MONETARY DAMAGES ARISING OUT OF THIS AGREEMENT ANDIOR THE LICENSING OF THE LICENSED SOFTWARE SHALL BE LIMITED TO LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. IN NO EVENT SHALL OPTIO BE LIABLE TO LICENSEE UNDER THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTED GOODS AND SERVICES, DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OF COMPUTER HARDWARE, DOWNTIME, LOSS OF GOODWILL, LOSS OF BUSINESS OR COMPUTER HARDWARE MALFUNCTION,EVEN IF OPTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LMTATION CONTAINED IN THIS SECTION DOES NOT APPLY TO CLAIMS FOR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW MAY PROHIBIT LIMITATION OF LIABILITY FOR PERSONAL INJURY. SOME STATES ]DO NOT ALLOW THE EXCLUSION OR LIMITATION ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. 4.6 Limitation on Actions. No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more tim one year after the cause of action has accrued or after the claiming party knew or should have known of the cause of action. S. MAINTENANCE AND SUPPORT 5.1 Maintenance and Support. The maintenance fees stated on the Sales Agreement of the Master License Agreement includes maintenance and support for the Licensed Software that are specifically licensed by Licensee.The following services are included with maintenance and support:(i) enhancements and designated updates to the Licensed Software to correct the applicable release(s) of Licensed Software listed in the Sales Agreement; (ii) the opportunity to contribute enhancement suggestions to Optic's product development efforts; (iii) phone support by Optio for fixes and workarounds; and(iv)access to Optic's applications and technical specialists(subject to the payment of additional charges as described below). Optio shall only be obligated to provide support if Licensee has paid the applicable support fees and provided Optio with all the information,documentation,technical assistance and access to the computing device on which the Product is installed and any other equipment and personnel necessary to assist Optio. Licensee shall pay Optic, at Optio's then current hourly rites, for Optic's services in responding to a Licensee report of an error, malfunction, or defect, if (a) such error, malfunction, or defect does not exist,(b) Licensee does not assist Optio as required, including providing Optio trained or certified staff, (c)the Licensed Software is not used in accordance with the Documentation,or(d)the error,malfunction, or defect is not caused by the Licensed Software. Billing for annual maintenance/support services will automatically occur every twelve(12)months,at the then-current fees specified by Optio. 5.2 Maintenance Term. Upon the execution of this Agreement,Licensee's maintenance and support for the Licensed Software begins immediately and Licensee shall begin to pay the annual maintenance and support fee(s). Payment of the annual maintenance and support fee(s)entitles Licensee to receive maintenance and support as provided for herein and on the Standard Maintenance Service Agreement, attached hereto as Exhibit A. Failure to pay the annual maintenance and support fee(s)as it becomes due shall result in the termination of maintenance and support services by Optio and Licensee Optic,Software,Inc. 5 MLA will be required to pay a reinitiation fee,in addition to the then-current maintenance and support fee(s),in order to reestablish its maintenance and support services. 5.3 License Key. Upon delivery of the Licensed Software Licensee will be given a temporary license key which will be operational for sixty(60)days. Upon payment in full in accordance with the terms of Part One of this Master License Agreement,Licensee will be given a permanent key. If payment is not received in full by the time the temporary license key expires, the software will not function until Licensee is given the permanent license key. 6. OPTIONAL PROFESSIONAL SERVICE FEE 6.1 Consulting. Licensee may purchase application training and professional technical services at Optio's current daily rates,or as outlined in the Sales Agreement. Sales Agreement rates will remain fixed for one(1) year from the date of this Agreement. Following the initial one(1)year period,then- current prices, terms, and conditions shall apply. The Licensee agrees to pay the charges for these services, including one- X billable travel time,overtime and reasonable actual expenses, in accordance with Optio's travel and accommodation policies. 6.2 Changes to Schedule. Licensee may move the scheduled service time if Licensee notifies Optio in writing ten(10) business days prior to the scheduled service. t'ice a—ft Moot y not cancel service and receive a refund of unused traininalservice howewer the Licensee may reschedule the time at a later gate at the same rates that Mrs RMhased. 63 Daily Rate. ("Rates")shall refer to a standard eight(8)hour work day. Additional hours beyond eight(8)per day,and partial workdays,to the extent material in the context of this Agreement, shall be calculated at an hourly rate determined by dividing the Rate by eight (8). Overtime Rates for week end and holiday work will be double the Rate. 7. TERM;TERMINATION 7.1 Term. The license term and Agreement shall continence immediately and become effective upon acceptance and execution by Licensee and approval and execution by Optio, and shall continue in perpetuity unless sooner terminated as provided herein. 7.2 Termination. In the event that either party defaults in any material obligation of this Agreement,the other party may give written notice of the default and its desire to terminate,and if such default is capable of cure and the party in default fails to cure the default within thirty(30) days of the notice,the other party shall have the right to terminate this Agreement 7.3 Effect of Termination. Upon termination of this Agreement for whatever reason,the license granted under this Agreement to use the Licensed Software is immediately revoked. Within five (5) business days after the termination of this Agreement for whatever reason,Licensee shall return to Optio all Licensed Software including,but not limited to,all originals and copies of the Licensed Software,updates and user manuals in Licensee's possession. In the alternative,upon request of Optio,Licensee shall destroy all such copies of the Licensed Software,updates and user manuals and supply Optio with documentation certifying destruction. TERMINATION SHALL NOT RELIEVE THE LICENSEE AND AUTHORIZED USERS OF THEIR OBLIGATIONS REGARDING THE CONFIDENTIALITY OF ANY ITEMS OUTLINED IN SECTION THREE(3)ABOVE. Optio Software,Inc. 6 MA 8. GENERAL 8.1 Survivability. All terms and provisions of this Agreement which contemplate performance subsequent to the termination of this Agreement (including, but not limited to, Sections 3 and 4)shall survive such termination and continue in full force and effect. 8.2 Sevembility. If any provision of this Agreement is determined in any proceeding binding upon the parties to be invalid or unenforceable, that provision shall be deemed severed from the remainder of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. 8.3 Applicable Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Georgia without respect to conflict of laws in Georgia. The parties agree that this Agreement is not subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods. 8.4 Attorney's Fees. In the event it shall become necessary to enforce this Agreement in a court of law,the prevailing party shall be entitled to recover its reasonable attorney's fees and costs. 8.5 Assignment. Except as provided in this Section,this Agreement may not be assigned by either party and any attempted assignment which does not adhere to these provisions shall be void. However, upon advance written notice,either party may assign this Agreement in its entirety(and not in part)to a parent subsidiary,affiliate or successor in interest to all or substantially all of the business of the party, provided that such assignee is able to and agrees in writing to fulfill the obligations of assignor hereunder. 8.6 Marketing; Publicity Rights. Licensee acknowledges Optio may use its name and logo for presentation materials, references, testimonials aid any other marketing material that may generate additional sales opportunities. 8.7 Language. Should a counterpart to this Agreement be prepared in a language other than English,then English shall be the language of this Agreement and the English language counterpart shall govern all disputes,performances and interpretations, and the counterpart in another language shall be for convenience only and shall not affect the performance or interpretation of this Agreement. 8.8 Currency. All amounts stated in and payable under this Agreement shall be denominated and payable in United States Dollars. 8.9 Audit. Optio reserves the right to audit,at Optio's expense,the Licensee's records in regards to the device Optio's application is running on and with regards to the number of licenses sold. 8.10 Export Administration. Licensee agrees to comply with all applicable laws and regulations of the countries in which the Licensed Software is licensed and relating in any way to Licensee's performance under this Agreement. In the event that this Agreement provides for the exporting of any of the Licensed Software outside of the United States, Licensee shall be solely responsible for compliance with all applicable United States export laws,rules,and regulations. Licensee agrees to keep such books and records and to take other action as may be required by such applicable laws, rules and regulations, and to comply with any applicable United States export laws, rules and regulations. Licensee will indemnify Optio for any losses,costs,and damages, including reasonable legal fees,incurred by Optio as a result of failure by Licensee to comply with this Section. Optio Software,Inc. 7 MLA or EXHIBIT A 0 STANDARD MAINTENANCE SERVICE AGREEMENT P TIV!mwTerms and Conditions According to the Mastro License Agreement, Optic Software,Inc.and Customer agree as follows: 1. Telephone services. Optto Software will provide service availability via telephone access during Optlo Software's normal business hours,Monday through Friday,8AM-8PM EST. Such services are not available on Saturdays,Sundays,or holidays observed by Optic Software. Telephone inquiries shall be on a first In,first out basis. Opto has escalation procedures that classify issues as either high or critical. The purpose for the escalation procedures Is to provide greater levels of technician access based on a cilentb need above simple first In,first out policy. Escalation determination Is at Optio%sots discretion. In responding to each service call, Optio Software shall use its best efforts to determine and solve problems related to the licensed software program and to instruct the customer In the proper use of the licensed pmgrbm. Optio Software does not guarantee service results or represent or warrant that all errors or program defects will be corrected. Access by telephone to Optio Software may be limited from time to time at the discretion of Optlo Software for repairs or as a reauit of circumstances beyond the control of Optlo Software. 2. Included Services. The annual maintenance fee includes enhancements(minor revisions) and designated updates(major. releases)and upgrades(architecture level)to the licensed software system.Optic Software's version numbering system Is in the following forrnat:x.yx, (i.e.6.0.7)where, x-Architecture Level,y=Major Release Version (featurestfunctionality)t Minor Revision(fix/enhancement). 3. Availability of Additional Product and Services. At the request of customer, Optio Software may provide additional products and services outside of the scope of this agreement. Any such products and services shall be billed to the customer at Optlo Software's applicable time and material rates then In effect.Any third party problem resolved by Optio's technical specialists that is requested by the customer will be subject to an additional charge to customer. 4. Taxes.All charges are exclusive of local sales,use,or personal property taxes or taxes of similar nature. Any such taxes, which may be applicable;will be paid by the customer. 6. Billing and Payment. Payment of the initial annual charges shall be payable In two installments of 6o percent(We)each. The first Installment is due upon execution of the Agreement and the second installment is due and payable sixty(60)days from the date of execution of the Agreement. 6. Terns of Agreement. This agreement Is effective from the date It Is accepted by Optio Software and shall terminate 12 months following the date of such acceptance, unless renewed by the parties. Payment by customer shall constitute a renewal of annual maintenance fee. a. Purchase Order. If customer's purchase order is used In conjunction with this agreement,customer agrees that the following statement is automatically made part of customer's purchase order. 'The terms and conditions set forth in the Service Agreement are made a part of customer's purchase order and are in lieu of all terms and condldcns,express or Implied,In such purchase order.' The terms and conditions set forth In the Service Agreement are applicable to all renewals of this order. ExJMrr 44B" MANUAL OF TRAVEL POLICY, TRAVEL PROCEDURES, AND EXPENSE REIlViBiT12 mm I. PURPOSE This policy explains the types of business related expenses that are reimbursable and gives guidelines for determining reasonableness of these expenses. The re anslbWty to earefaft obagMe- the llnidellnes rests M16 botb the traveline employee and the emnloYeels superyiaoir who,by angroving.an expense revert, cerdf W its conformance to these¢uidelipes. The same judgment and consideration apply to the expense reports as to any business transaction. Reimbursement should be sought, and authorized,only for expenses that contribute to Company objectives. H. RESPONSIBILITY This travel policy and these travel guidelines are necessary for Company cost control and for effective reporting of financial results. They are needed to meet federal requirements, and they help justify reimbursable expenses to company clients. In general, the quality of travel, accommodations, entertainment and related expenses should be governed by what is reasonable and appropriate to the business purpose involved. The company does not require sacrifice on the part of its personnel where comfort and convenience are concerned,nor does it permit superfluous spending. The Company respects the personal integrity of each employee and conducts expense account affairs accordingly. The Company expects that expense accounts will be completed honestly and accurately. For the success of this policy, it is essential that all persons, who submit or approve expense reports, conscientiously follow the policy outlined. M. POLICY This policy relates to expenses submitted by any employee. The Company shall reimburse employees for reasonable and customary travel, living, and entertainment expenses incurred in the transaction of Company business. In addition to expenses, this policy also relates to safety while driving on Company business. Any employee, whether driving a personal auto, Company-owned vehicle, or rental car,should wear a seat belt and require passengers to do the same. 03/27/01 Any exception to this policy can be made only by the approval of the CEO of Optio. IV.PROCEDURE A. General This policy relates to expenses submitted by all employees. The Company shall reimburse employees for usual and customary expenses incurred in the transaction of Company business upon receipt of the prescribed expense report. The expense report is to be submitted weekly to the employee's manager. Any expense reports greater than 60 days old will not be reimbursed. B. Classi cations 1. Travel Expenses - Travel expenses include expenditures incurred while traveling away from home on official Company business, such as cost of transportation, lodging, meals, and other expenditures necessary to such travel. These expenses are to be recorded on an expense report. All items should be supported by original receipts; NO COPES of receipts. If the receipt is unavailable or lost, appropriate explanation should be provided. Employees will be required to submit the airline ticket itinerary or ticket issued by travel agent, the travel authorization form, and the Res-Fax form as part of their expense report documentation. C. Fxperises NQraaid by the Camnany The following list is given only as a guide and is not necessarily a complete list: 1. Airlines or other travel insurance. 2. Baby-sitter fees. 3. Barbers and hairdressers. 4. Kennel costs for dogs and other pets. 5. Golf fees(except when a part of the customer entertainment), golf bags, and other sporting equipment or events. 6. Annual premiums for personal property insurance or the annual card fee for any charge card. 7. Any airline ticket for Company business,whether corporate or group travel, not arranged by Boehm travel or requesting a flight that is not recommended by Boehm. 8. Any unauthorized first class travel (authorization must be approved by the CEO of Optio). The difference between the first class fare and very lowest available at the time of ticketing will be paid for by the employee. 9. Hotel"no Show"bills. 10. Airline club fees. 11. Suitcases,fountain pens,desk lamps,pocket calculators,etc. 12. Car wash for employee-owned cars. 13. Theft of personal items. 14. Doctor bills, prescriptions, or other medical services (refer to Company medical benefits information in the Employee Handbook). Optio Software,Inc.Travel Policies and Procedures 2 15. Traffic and parking violations. 15. Formal dinner clothes. 17. Expenditures for transportation or hotel in connection with attending a Company-sponsored dinner,except as authorized. 18. Toiletry articles such as toothbrush/paste and deodorant. 19. In mom hotel movie charges. 20. Personal cellular phones or their charges. 21. Alcoholic Beverages,either for yourself or for a business group. E. Mavel.FWnses 1. Transportation services. All Travel arrangements (to include airline, lodging,automobiles, etc.)must be arranged through Boehm Travel. Choice of transportation should be based on the most efficient use of an employee's time and cost to the company. Negotiated discounts resulting in savings the Company can be initiated and the most-effectiveness of the agency can be monitored,only if all company travel is conducted through this agency. Air transportation expenses will be charged directly to a central bill. The categories and explanation of various types of transportation are contained in the following paragraphs: a Air - All business air travel will be the lowest cost available airfare, short of endangering the reason for the trip. Where possible, all airline reservations should be made at least seven days in advance to take advantage of the discount airfares. If the lowest available fare is consistent with reasonable business planning and the traveler turns down the fare, the traveler's explanation will appear on the monthly department travel policy exception reports issued to the Company by the agency. b. Taxi and Other Out-of Town Transportatiop -The cost of taxis to and from places of business,hotels, or airports in connection with business activities is reimbursable: Use of a taxi is authorized only when more economical services are not available, or in special cases when valid business reasons warrants use of such transport. In all cases, receipts should be obtained Taxi to and from airport in Atlanta should be explained as to why personal car was not driven, and must be signed off by Department Head. Skycap tips,porters,etc. should be limited to$10.00 per entire trip. Opdo Sofiware,Inc.Travel Poikies and Procadwvv 3 C. Car Re-n-W - The use of a rental must be justified as an economical need and not as a matter of personal convenience. Any rental*car arrangements must be coordinated through Avis. All rentals should be at the corporate rate or the lowest possible rate per day. The use of intermediate or full-size cars is acceptable only when two or more employees are traveling together and sharing the rental car,or when it is necessary to have a larger vehicle for carrying clients or equipment Note (i) For personal loss due to theft involving a rental car,the Company will not replace, nor provide reimbursement for these items. it is suggested that the employee have these items covered under Homeowner's Policy. On a case basis the Company may provide assistance in covering any deductibles when a claim is made against a policy. (ii) Whenever possible, the traveler should fill up the gasoline tank before returning the car to the rental company,otherwise,the traveler-- and therefore, the Company or client—will be charged a premium rate for gasoline,in many cities as much as$3.00 per gallon. d. Private Auto - The Company prefers travel through use of public transportation, but an employee's automobile may be used when other transportation is unavailable or economy can be realized. The Company will reimburse the employee at the rate of 31 cents per mile over and above the normal commute, plus parking and tolls, for authorized business use of personal cars. The Company presumes that the employee carries adequate insurance related to the operation of his/her personal automobile on Company business. The 31 cents per mile reimbursement by the Company to the employee for use of his/her automobile on Company business is intended(in part)to cover the cost of such insurance. Accordingly, and all claims related to an automobile accident involving an employee on Company business using his/her personable automobile are the responsibility of the employee,not the Company. (i) Insurance Requirements-DO NOT sign up for insurance coverage when renting an automobile from Avis. Optio has an insurance policy and general liability coverage through Royal Insurance. Opao Softwure,Inc.Travel Policies and ProcedWns 4 (ii) Parking,tolls,and automobile storage at airports will be reimbursed if properly supported by receipts. Parking reimbursements will be at the rate in effect at the long-term parking area unless a lower rate is available. 2. Lodging-The Company will pay only actual room rental costs supported by the hotel bill for each day that lodging away from home is required for business reasons. Hereafter, the standard hotel will be Marriott Courtyard, Holiday Inn, Hampton Inn, and Days Inn type lodging for all business- related travel. Any nightly rate greater than $100.00 requires your Department Head's approval. 3. Meals - The Company will reimburse employees for meat expenses (breakfast, lunch,and dinner) actually incurred,providing such expenses are reasonable,appropriate and supported by a receipt. It is not intended that the Company will reimburse employees beyond reasonable meal limits when, for personal reasons,they elect to visit deluxe restaurants or nightclubs. The suggested costs below should provide a guideline to employees as to what the Company feels is fair and reasonable: Breakfast $ 8.00 Lunch $ 12.00 Dinner $25.00 Meals should be reported for breakfast,lunch,and dinner when incurred. 4. Entertainment - Entertainment expenses, to be reimbursable, must be an expenditure essential to the transaction of Company business. This entertainment should only be for clients,not of other employees. The Internal Revenue Code requires that specific details showing names of guests and employees entertained, cost, date and place, business purpose, and the business relationship of individuals entertained be supplied. In this instance,receipts should always be submitted.. 5. Telephone,Telegraph or Cable. a. Business - The Company will pay charges for local and long distance business calls made outside a Company office. MCI credit card is preferred over the use of the hotel's phone. It is permissible to use the hotel phone for calls that will be billed back to the client because this method provides a more detailed audit trail. b. Personal -The Company will pay for personal long distance calls when the employee is away from home for business reasons. These should be limited to one ten-minute call a day. C. The company does NOT reimburse personal cellular phones and their charges. 6. Other Expenses. Optio Software.Inc.Travel Policies and Procedures 5 a. Laundry - The Company will pay for reasonable laundry or dry cleaning charges for employees who are traveling out of town and will be out of town on Company business for more than ten days. In such situations, the employee's manager determines the fair and reasonable nature and amount of reimbursable business expenditure. 7. Spouse Travel -Travel expenses for spouse will not be reimbursable as a business expense. F. In--Town Eris When traveling within his/her headquarters city, an employee may expense charges for local transportation if required for business purposes and when authorized. Whenever public transportation is not used, claims for taxis, private limousines,and personal car mileage should be separated,claimed,and explained, showing the purpose of the trip and the itinerary. The attached Expense Report Audit Sheet should be reviewed before turning in an Expense Report to Accounting. This may prevent the Expense Report from being rejected. optio Software,I= Travel Policies and Procedures 6 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance 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 the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 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. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. EXHIBIT B (Continued ) 2. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $10,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $15,000,000 per claim. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant'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. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City 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 the Consultant before commencement of the work. EXHIBIT B (Continued ) F. Subcontractors Consultant 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 the Consultant. ® DATE(MMIDOIYYYY) A�D CERTIFICATE OF LIABILITY INSURANCE 7/as/2o17 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: It the certificate holder Is an ADDITIONAL INSURED,the policy(les)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 Ileu of such endorsement(s). CONTACI PRODUCER NAME Deborah Thomson Rink Strategies Company pIA(CON.No.Ertl (617)330-5700 � FAX (6171439-3752 160 Federal St. aa�Ess•dthomeoaBriak-strategies.com 2nd Floor ___-INEURERIS)AFFORDINGCOVERAGE NAIGr Boaton NA 02110 INSURERA:American Zurich inaurance Call INSURED INSURERB:Amoricaa-Guarantee-and Liability Bottomline Technologies (DE), Inc. INsuNERc:Federal Insurance Company 325 Corporate Drive INSURERD. INSURER E: Yortemouth NS 03501 1 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1771S39756 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 WHtCH 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. _. ---' ---__---. _._._-ADDL'j�UBR .------------ PDLICYEPF POLICYEXP ._ mill TYPE OF INSURANCE I POLICY NUMBER M MM LIMITS X COMMERCIAL GENERAL LIABILITY FACHOCCURRENCE S 1,000,000 -_._ --- D7CMiCGETOltERTEb A CLAIMS•MAM _!C_ OCCUR PRPISE$te�PWi .3 1,000,000 CV0967244209 8/1/2017 8/1/2018 MEDEXP Anronopumn) S 10,000 PERSON4L&ADVLNJURY S 1.000,000 OEM AGGREGATE LIMIT APPLES PER: GENERAL AGGREGATE S._ 21000,000 - _ - PRO _- PRODUCTS-COMPrOPAGG S ---- 2,000,000 X POLICY I£CT -- LOC $ ~.OTHER: AUTOMOBILE LIABILITY t I S 1,DOD,OOD B ANY AUTO BODILY INJURY(Porplemn) $ X OUTO.SIM+IED — SCHEDULED NON14MED PROPERLY DAMA _—_ 5 BAP016187201 8/1/2017 8/1/2018 BODILY INJURY( xaoa GE $ HIREDAUTOS AUTOS (?eh retlidNtt --.-_-_-_ S X ; UMBRELLA LIAB X !OCCUR ADC647651704 8/1/2017 8/1/2018 EACHOCCURREN.E EXCESSUAB CLAIMS-MACE AGGREGATE S2S:000,000 .ACE: -- -- DED RETENTIONS S B WORKERS COMPENSATION Xt PER ATIJTE4• 1 AND EMPLOYIPUP LIABILITY Y I N ANY PROPRIETOR/PARTNERICUUTIVE NIA A E L EACH ACCIDENT S 1.000.000 CMCERfMEMBER EXCLUDED? 1tC9672l4309 8/1/2017 B/l/2018 lmandstory to ril) - E L DISEASE•FA EAdPLOYE $ 1,OOO r D 00. litgqes.deaaibauAder E.L DISEASE-POLICY LIMIT S 1,000,000 OESCRPTION OF P RAT NS below C Crime 68048900 8/1/2017 8/1/2018 Unit $5,000,000 j DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schadule,may be attached If mom space is required) Issued as Rvidence of Insurance. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUIHORFM REPRESENTATIVE Michael Christian/DJT (D 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 2S(2014101) The ACORD name and logo are registered marks of ACORD INS026(muoi)