HomeMy WebLinkAboutCAG2020-120 - Original - Bottomline Technologies, Inc. - Transform AP Software, Professional Services & Maintenance - 04/16/2020ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
04/29/2021
$129,806.40
T20211.63600.1800 (64160 & 64190)
Initial Procurement - Software purchase, professional services, 1
year maintenance
Memo to Mayor must be attached*
KEN T
WASHINGTON
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Originator:
Lynnette Smith
Department:
IT
Date Sent:
04/20/2020
Date Required:
04/30/2020
o
Authorized
�
Director or Designee
Date of
04/07/2020
0.
to Sign:
Council
a
11
Mayor
Approval:
Budget
Grant?
❑ Yes ❑✓ No
Account
T20211.63600.1800
Number:
(64160 & 64190)
Type:
N/A
Vendor
Bottomline Technologies, Inc.
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Cate g y:
Contract
Name:
c
Vendor
2 3922
Sub -Category
Other
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Number:
Project10
Transform AP
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Name:
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Project
Details:
Initial Procurement
- Software purchase, professional svcs, lyr maint.
c
ai
Agreement
$129806.40
Basis forE
Selection of
Direct Negotiation
y
Amount.
L
171
Contractor.
a
Start Date:
04/16/2020
Termination Date:
04/15/2021
Notice required prior to Yes
0-
No
Z
Contract Number:
A 202 —' 2
disclosure?
Date Received by City Attorney.
Comments:
Ch c
April 21, 2020
OK for the Mayor to sign. TW 4/21/2020.
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3
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a
Date Routed to the Mayor's Office:
d
Date Routed to the City Clerk's Office:
d
Date Sent to Originator:
Visit Documents.KentWA.gov to obtain copies of all agreeme
adccW22373_6_19
BOTTOMLINE TECHNOLOGIES (de), INC.
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is made Apr 16, 2020 (the
"Effective Date") by and between Bottomline Technologies (de), Inc., a Delaware corporation, located at
325 Corporate Drive, Portsmouth, NH 03801 ("Bottomline") and the City of Kent located at 220 4'
Avenue South, Kent, Washington 98032-5838 ("Customer").
1. Software License
a) Subject to the Customer's compliance with all the terms and conditions of this Agreement,
Bottomline hereby grants to Customer a non-exclusive, non -transferable perpetual license to the
"Software", as set forth on Schedule A of the Agreement, to use for Customer's own internal
business purposes. The Software consists of the programs and manuals and other related end user
documentation provided by Bottomline. This license grant is perpetual unless terminated in
accordance with Section 11 of this Agreement. All sales are F.O.B. Bottomline's shipping point.
b) It shall be a breach of this Agreement to permit or allow any third party access to the Software for
third party utilization or to allow time-share or service bureau use of the Software. However, third
party contractors who have executed confidentiality agreements with Customer may use the
Software solely in the normal course of implementation, testing and operation on Customer's
behalf.
c) In consideration of the rights granted in this Section, and subject to the terms and conditions set
forth in this Agreement, Customer agrees to pay the licensing fees as set forth in Schedule A
pursuant to the invoicing and payment terms set forth in Section 6.
2. Permanent Keys
a) Upon shipment of the Software, a "Permanent Software Key" shall be issued to Customer, which
will allow Customer access to the Software. Customer agrees not to interfere with or defeat the
Permanent Software Keys. In order to install or use additional copies of the Software or to use
server software with additional printers, Customer should contact Bottomline or its authorized
reseller. Customer may be required to obtain a different or additional Permanent Key to install
more copies or enable more printers.
b) The Software may only be installed as follows:
(i) Server Software. In the event that the Software is being installed on a server, Customer may
only install and use the Software on the number of computer servers corresponding to paid -for
licenses listed on Schedule A.
(ii) PC Software. In the event that the Software is being installed on a personal computer ("PC"),
Customer may only install and use the Software on the number of PC's corresponding to paid -for
licenses listed on Schedule A.
3. Software Support and Maintenance
a) Bottomline shall provide Software Support and Maintenance ("Software Support") to Customer,
in accordance with Bottomline's then current support polices, during each year in which this
Agreement is in effect and so long as Customer continues to renew Software Support and
Bottomline makes Software Support generally available.
b) Unless otherwise specified in Schedule B of this Agreement, Customer agrees to pay the support
fee (20% of Software Net Price) as set forth on Schedule B for an initial one (1) year term
commencing the date on which Customer is notified in writing that the Software is available to
Customer for electronic download. Notice of such electronic download shall be delivered by
Bottomline through an email to the Customer at the following email address:
ITAdmin@kentwa.gov. Thereafter, Software Support shall automatically renew on each
anniversary, unless either party provides the other of intent not to renew at least thirty (30) days
prior to such an anniversary date.
c) All Software Support is subject to the remedy limitations, warranty disclaimers and damage
limitations of this Agreement. There shall be no support or maintenance of any kind for Software
that is neither under warranty or Software Support. Bottomline reserves the right to discontinue
Software Support to superseded versions of the Software. If Customer discontinues Software
Support, additional fees may be required to upgrade Customer to supported version(s) prior to re-
commencing Software Support.
4. Services
a) If professional services are necessary (the "Services"), all such Services will be provided on a
time and materials basis. Customer agrees to reimburse Bottomline for all reasonable and
necessary travel and expenses incurred by Bottomline while providing the Services. Customer's
reimbursement obligation applies only if such travel and expenses shall have first been approved
in writing by Customer before being incurred by Bottomline. In consideration of Bottomline
providing any required Services, Customer agrees to pay the fees set forth on Schedule C of the
Agreement.
b) Bottomline shall furnish all material, labor, and supplies at its own expense. Bottomline further
represents that the Services will be performed in accordance with generally accepted professional
practices in effect at the time those Services are performed. Customer shall provide Bottomline
access to its facilities, to perform the Services. Customer acknowledges that its cooperation,
assistance, complete and accurate information and data, suitably configured computer products,
and its timely performance of Customer's responsibilities (collectively "Cooperation") are
essential to Bottomline's performance of the Services. Bottomline shall not be liable for any
deficiency in performing Services if such deficiency results from Customer's failure to provide
full Cooperation.
c) Customer's request for any change in the Services or additional services, including but not
limited to, changes in project plans, scope, specifications, schedule, designs, or requirements must
be in writing. Upon receipt of a request for a change, a revised Schedule C will be provided to
Customer for written approval. Bottomline shall not be obligated to perform tasks described in
Customer's request and the Customer will incur no obligations with respect thereto, until the
Customer approves the revised Schedule C.
5. Intentionally Left Blank
2
6. Payment Terms
a) Invoices for Software and Software Support will be issued on the date the Customer is notified in
writing via the email address set forth in Section 3(b) herein that the Software is available for
electronic download. Invoices for Services, if any, will be issued as Services are rendered.
Customer agrees that payment will be made within thirty (30) days of receipt of an invoice.
Unless otherwise specified on a Schedule hereto, all payments must be made in U.S. dollars.
b) All prices are exclusive of all Good and Services Tax ("GST"), excise, sales, use, transfer and
other taxes and duties imposed with respect to the products, or their sale, by any federal, state,
municipal or other governmental authority, all of which taxes must be paid by Customer.
Customer shall pay any GST, excise, sales, use or other similar tax as required by law, based
upon charges under this Agreement.
7. Software Warranty
a) Bottomline warrants that the Software will perform substantially in accordance with the product
documentation for a period of twelve (12) months from the date that Bottomline notifies the
Customer that the Software is ready for production use (the "Software Warranty Period"). During
the Software Warranty Period, Customer's exclusive remedy and Bottomline's entire liability
shall be to correct, or revise, any deficiencies without additional compensation. Under the
Software Warranty, Customer must promptly report any deficiencies to Bottomline in writing in
order to receive Software Warranty remedies. If Bottomline, within forty five (45) days of a
written claim (or such other period as the parties may mutually agree upon), is unable to correct,
or revise any deficiencies or provide a suitable work around during the Software Warranty
Period, Bottomline will refund Software fees paid by Customer under this Agreement and
Bottomline will provide Customer with a pro rata refund of any prepaid but unused Software
Support fees.
b) . The Software Warranty will be null and void if any deficiencies were the result of Customer's
modification, misuse, or misapplication of the Software.
c) BOTTOMLINE DISCLAIMS ALL OTHER WARRANTIES RELATING TO THE
SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCI IANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST REVENUE, PROFITS OR
DATA. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT IN THE EVENT OF (i) A BREACH OF CONFIDENTIALITY BY EITHER PARTY, (ii)
CLAIMS FOR BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY
DUE TO BOTTOMLINE'S RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL
MISCONDUCT, AND/OR FRAUD, OR (iii) DUE TO BOTTOMLINE'S INDEMNIFICATION
OBLIGATIONS IN SECTION 10 HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER IN THE AGGREGATE FOR ANY AMOUNTS IN EXCESS OF ONE MILLION
DOLLARS.
3
No proceeding, regardless of form, arising out of the subject matter of this Agreement will be brought by
Customer more than three years after the claim becomes known to Customer.
9. Customer's Obligations
a) Customer is responsible for the secure storage of all copies of the Software and documentation
and all other materials delivered or created on site by Bottomline, whether in written form, on
magnetic media or otherwise. Customer is permitted to make and maintain a reasonable number
of back-up copies of the Software for archival purposes. Other copying is not permitted.
b) Customer agrees not to decompile, disassemble, or reverse engineer the Software nor disclose the
Software to a third party without Bottomline's advance written authorization. Customer agrees
not to remove Bottomline's proprietary legends and notices from the Software or the related
product documentation.
10. Indemnification
a) Bottomline shall defend and indemnify the Customer, its officers, officials, employees, agents
and volunteers from any and all claims, injuries, damages, losses, liability, or suits, including all
legal costs and attorney fees (collectively "Damages") resulting from third party claims that arise
out of Bottomline's negligent performance of this Agreement, except for that portion of Damages
caused by the Customer's negligence. Additionally, Bottomline will defend and indemnify the
Customer for all Damages based on a third party claim that the use of the Software within the
scope of this Agreement infringes a U.S. patent, trade secret or copyright. Bottomline's
indemnification is conditioned on Customer providing reasonably prompt notification to
Bottomline of the claim and allowing Bottomline to control the defense thereof; provided,
Bottomline may not settle any claim without Customer's consent unless the Customer is
unconditionally released of all legal liability or financial obligation. This Section states
Customer's sole and exclusive remedy for alleged or actual infringement or breach of third party
intellectual property or proprietary rights. This indemnity will not apply to any claim of
infringement resulting from any modifications, additions, alterations or other changes made by
Customer to the Software. Bottomline shall have no liability for any claim based on (i)
Customer's continued use, after written notification, of non -current release of the applicable
Software so long as a current release was made available to Customer without additional charge,
(ii) Customer's use of the Software other than in accordance with the rights granted under this
Agreement, (iii) Customer's combination of the Software with any other equipment of software
not provided or recommended by Bottomline, where such infringement would not have occurred,
but for such combination; or (iv) intellectual property rights owned by Customer or any of its
Affiliates.
b) Bottomline's obligations under this Section are further subject to the following: (i) Customer
must make no admissions of law or fact without Bottomline's consent (other than as may be
required by law); (ii) Customer must not have contributed to the alleged infringement, other than
authorized or recommended use by Bottomline; (iii) Customer must permit Bottomline, at
Bottomline's request and expense, to conduct the litigation and conclude any settlement so long
as the Customer is unconditionally released of all legal lability or financial obligation; and (v)
Customer must reasonably cooperate and give Bottomline all reasonable assistance.
c) If at any time any claim for indemnity pursuant to this Section arises or in Bottomline's opinion
there is a risk of an infringement issue arising with regard to the Software, then in addition to
Bottomline's other obligations under this Section, Bottomline may, at its option and expense: (i)
procure the right for Customer to continue to use the Software; or (ii) modify the Software
(without causing diminution in functionality or user experience) so that it does not infringe the
third party's rights; or (iii) terminate this Agreement as to the Software and the corresponding
license granted hereunder and refund Customer's fees paid for the Software, reduced by twenty
percent (20%) for each year after initial delivery of the Software; the reduction for partial years
will be made pro rata. Where the Software has been modified pursuant to this Section, Customer
is only licensed to use the modified version of the Software and must discontinue all use of prior
versions, unless otherwise authorized by Bottomline in writing.
11. Termination.
a) This Agreement shall commence on the Effective Date and so long as Customer is not in breach
of any of its obligations, will continue in effect unless terminated in accordance with this Section.
Customer may terminate this Agreement by giving ninety (90) days' advance written notice to
Bottomline at any time provided that Customer is not in breach of the Agreement's payment
terms prior to giving such notice. Customer's termination for convenience under this Section will
not entitle Customer to a refund of any Software fees paid hereunder.
b) Bottomline may terminate any or all of its obligations, including Software Support and Software
licenses granted to Customer, pursuant to this Agreement for breach, at any time, not cured within
thirty (30) days, by written notice to Customer.
c) Upon termination of Software licenses, Customer's right to use the Software shall immediately
cease and Customer shall return all copies of the Software and related documentation to
Bottomline. Termination shall not affect Customer's obligation to pay Bottomline for all amounts
owed pursuant to outstanding invoices (including fees for Services that may have been partially
performed and not yet invoiced). Termination shall not affect either party's rights and obligations
under Sections 8, 13 and 15 of this Agreement.
12. Copyright and Trademark
Customer acknowledges that (either in its own right or under license) Bottomline holds and will
continue to hold all copyright, trademark, and all other property rights in the Software and
documentation (including, but not limited to, any new releases and any modifications). No
ownership rights are granted to Customer under this Agreement. The Software and the related
product documentation are protected by copyright and license terms restricting use, copying,
distribution and decompilation. Bottomline's product names, brands and logos are trademarks or
registered trademarks of Bottomline.
13. Confidentiality
a) Each party agrees that all materials, documents and information provided to it by the other party
in writing and designated as "Confidential", or if disclosed in other than tangible form is
designated "Confidential" at the time of disclosure, is and shall be considered as confidential and
proprietary information (collectively, the "Confidential Information") and the sole property of the
disclosing party. For avoidance of doubt, Bottomline's Software and Documentation shall be
considered Confidential pursuant to this Section 13.
b) Each party agrees to hold such Confidential Information of the other party in strict confidence
and shall not disclose the Confidential Information to any third party; provided that the party
receiving such information will have no obligations with respect to any Confidential Information
that (i) is now or later becomes publicly available through no fault of the receiving party (ii) is
obtained from the receiving party from a third -party entitled to disclose it (iii) is already in the
possession of the receiving party as indicated in its written records; or (iv) is required by law, rule
regulation, order, decision, decree or subpoena or other judicial, administrative or legal process to
be disclosed.
c) As a public agency, records and information provided to or otherwise used by the Customer may
be subject to a request submitted under Washington State's Public Records Act. In such an event,
Bottomline agrees to cooperate fully with the Customer in satisfying the Customer's duties and
obligations under the Public Records Act. If a request is received for records Bottomline has
provided to Customer and marked as confidential, proprietary or protected trade secret material,
the City will use its best efforts to provide Grantee with notice of the request in accordance with
RCW 42.56.540 and a reasonable time (of no less than 10 days) within which Bottomline may
seek a court order to prohibit Customer's disclosure of the requested record. The provisions of
this section shall survive the expiration or termination of this Agreement.
d) Bottomline may (i) compile statistical and other information related to the performance, operation
and use of the Software, Software Support, Services and/or other Customer transaction or usage
data, and (ii) use data from the Software, Software Support, Services and/or other Customer
transaction and usage data in aggregated form for security and operations management, to create
statistical analyses, and for research and development purposes (clauses i and ii are collectively
referred to as "Data Analyses"). Bottomline may make Data Analyses publicly available;
however, such Data Analyses will anonymize Customer's identity and shall not incorporate
Customer's transaction data or such Confidential Information in a form that could serve to
identify Customer or any Customer end user. Bottomline retains all intellectual property rights in
Data Analyses.
e) Upon the expiration or early termination of this Agreement, each party will promptly return to the
other party all of the Confidential Information disclosed to it hereunder, except that one copy may
be retained for archival or back-up purposes. Each party acknowledges that the breach of its
obligations under this Section may cause the other party irreparable harm and that the breach or
threatened breach of the non -disclosure provisions of this Agreement may entitle the non -
breaching party to seek injunctive relief, in addition to any other legal remedies that may be
available to it.
14. Government Restricted Right
a) If Customer is acquiring the Software including accompanying Documentation on behalf of the
U.S. Government, the following provisions apply. If the Software is supplied to the Department
of Defense ("DOD"), the Software is subject (in addition to other restrictions) to "Restricted
Rights," as that term is defined in the DOD Supplement to the Federal Acquisition Regulations
("DFAR") in paragraphs DFAR 252.227-7015(b)(6/95) and DFAR 227.7202-3(a). If the Software
is supplied to any unit or agency of the United States Government other than DOD, the
Government's rights in the Software will be limited (in addition to other restrictions) as stated in
paragraphs 52.227-14(g)(2)(6/87) and 52.227-19(6/87) of the Federal Acquisition Regulations
("FAR"). Use, duplication, reproduction or disclosure by the Government is subject to such
restrictions or successor provisions.
15. Miscellaneous
a) This Agreement may not be assigned, delegated or transferred by either party without the prior
T
written consent of the other. To the extent permitted by this Agreement, this Agreement shall
inure to the benefit of the permitted successors and assigns of both parties.
b) Any notice or communication required by either party shall be in writing and shall be sent to the
addresses listed above.
c) While this Agreement remains in effect and for one (1) year following the termination of the
Agreement, neither party shall directly or indirectly recruit, solicit or hire any employee of the
other party, or induce or attempt to induce any employee of a party hereto to terminate his/her
employment with the other party; provided that either party shall be permitted to hire any
employee of the other party who responds to a general employment advertisement or solicitation.
d) Bottomline shall not be responsible or liable for any illegal or unauthorized access to or release of
any end user data from any end user's device (such as but not limited to cell phones, tablets, and
PC's) whatsoever, including, but not limited to, any access or release arising from the accessing
of an end user's login credentials and/or login to an end user's account(s) by malware, viruses, or
worms for malicious or criminal activities including, but not limited to, fraudulent payments or
fraudulent funds transfer.
e) Any claim, dispute or disagreement arising out of this Agreement (a "Claim") is governed by the
laws of the State of Washington without regard to conflict of law provisions and shall be resolved
as follows:
1. The parties shall attempt to resolve any Claim promptly by negotiation between
executives who have authority to settle the Claim. Within 30 days after delivery of a notice of
Claim from either party, the executives of both parties shall meet at a mutually acceptable time
and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the
Claim. All such negotiations shall be treated as confidential settlement negotiations for purposes
of applicable rules of evidence.
2. Any Claim not resolved pursuant to the preceding paragraph shall be resolved by a
Washington state or federal court, and the parties irrevocably consent to this jurisdiction and
those courts for all Claims. In any litigation relating to this Agreement, the prevailing party shall
be entitled to recover from the other party its reasonable attorneys' fees and costs, in addition to
any other relief awarded.
f) This Agreement shall consist of the terms and conditions set forth out in the main body of this
Agreement together with those provisions set out in the attached Schedules. This Agreement,
together with such Schedules, shall constitute the entire agreement and understanding between
the parties and supersedes all prior agreements, representations and understandings between the
parties. In the event there is a conflict between the terms and conditions in a specific Schedule
and the terms and conditions in this Agreement, the terms and conditions in the Schedules shall
supersede for the specific license granted under that particular Schedule. This Agreement may
not be modified or varied in any way except where such amendment or variation is in writing and
signed by both parties. The terms and conditions of any side letter, Customer purchase order or
other document submitted by Customer SHALL NOT APPLY TO THE SUBJECT MATTER OF
THIS AGREEMENT, NOR SHALL THEY BE OF ANY FORCE OR EFFECT OR GOVERN
OR AMEND IN ANY WAY THE TERMS OF THIS AGREEMENT. Bottomline's failure to
object to provisions contained in any purchase order or other communication from Customer shall
not be construed as a waiver of this Section.
VA
IN WITNESS WHEREOF, each party has caused its duly authorized representative to execute this
Agreement as of the Effective Date.
CUSTOMER
BOTTOMLINE TECHNOLOGIES (de), INC.
Name: Sandy Sheahan
Title: US Revenue Controller
Apr 16, 2020
BOTTOMLINE TECHNOLOGIES, INC.
SOFTWARE LICENSE AGREEMENT
SCHEDULE A
SOFTWARE
Software
TAP - Transform AP v.4.1 for JOE Software
Bundle NA-TJD-SW09-90013
$50,000.00
1.00 - 6,000.00
$44,000.00
TAP - JDE Application
$0.00
1.00
Included
TAP JDE - Production Server
$0.00
1.00
Included
TAP JDE - Non -Production Server
$0.00
1.00
Included
TFS Transform Content Center production
$0.00
1.00
Included
TAP JDE - 25 Concurrent User Pack
$0.00
1.00
Included
TAP - JDE Connectors
f0.00
1,00
Included
Transform Active Capture Enterprise v.4.1, per
named user NA-TJD-SW09-90002
$11,000.00
2.00-2.640.00
$19.360.00
Transform Active Capture Admin Only, per
named user NA-TJDSW09-90030
$750,00
1.00 - 90.00
$660.00
Total Unit Price
$72,750.00
Total Adjustment
$8,730.00
Subtotal for Software
$64,020.00
THIS SCHEDULE A IS HEREBY MADE A PART OF
THE ABOVE -REFERENCED
AGREEMENT BETWEEN BOTTOMLINE AND
CUSTOMER. PRICING
CONTAINED
HEREIN IS IN EFFECT FOR THIS INITIAL ORDER.
E
BOTTOMLINE TECHNOLOGIES, INC.
SOFTWARE LICENSE AGREEMENT
SCHEDULE B
ANNUAL SOFTWARE SUPPORT AND MAINTENANCE
Maintenance
TAP - Transform AP for JDE Bundle T1
Maintenance NA-TJD-MTTIN-90013 S8,800.00 1.00 $8,800.00
Transform Active Capture Ent vA x, per named
user Maint NA-TJD-MT18N-90002 $1,93&00 2,00 $3,872,00
Transform Active Capture Admin Only, per
named user Maint NA-TJD-MT18N-90030 $132.00 1.00 $132.00
Subtotal for Maintenance $12.804.00
Software Maintenance and Support includes:
1. Toll -free access to Bottomline's Customer Support Call Center during standard operating hours. The
standard hours of operation are: Monday - Friday (excluding holidays) 8:30 am EST to 8:30 p.m.
EST.
2. MICR quality support, including testing sample documents to ensure product quality.
3. E-mail and bulletin board service to facilitate uploading and downloading files and data.
4. Password protected access to Bottomline's Support website for FAQ's and general online support.
5. For no additional charge, all new releases as well as revisions and enhancements to the Software,
excluding operating system platform changes.
6. For an additional charge, Bottomline's document enhancement services, digitizing services, and
onsite consulting and/or training services.
7. Software Support for obsolete versions of the Software may be made available at the discretion of
Bottomline. Any such agreement would be subject to a separate fee arrangement.
THIS SCHEDULE B IS HEREBY MADE A PART OF THE ABOVE -REFERENCED
AGREEMENT BETWEEN BOTTOMLINE AND CUSTOMER. PRICING CONTAINED
HEREIN IS IN EFFECT FOR THIS INITIAL ORDER.
H
BOTTOMLINE TECHNOLOGIES, INC.
SOFTWARE LICENSE AGREEMENT
Services
TAP Consultancy - Hourly Rate (Remote)
TAP Consultancy - On -site Daily Rate (Billed in
full day increments)
SCHEDULE C
SERVICES
NA-TJD-PSO1-90001 $200.00 104.00 $20,800.00
NA-TJD-PS01-90005 $1.750.00 14.00 $24,500.00
Subtotal for Services $45.300.00
THIS SCHEDULE C IS HEREBY MADE A PART OF THE ABOVE -REFERENCED
AGREEMENT BETWEEN BOTTOMLINE AND CUSTOMER. PRICING CONTAINED
HEREIN IS IN EFFECT FOR THIS INITIAL ORDER.
Bottomline Technologies (de), Inc.
Sales Order No. BT-074115
325 Corporate Drive
Bonomline Portsmouth, NH 03801-6808
Sales Order Date 3/6/2020
Expiration Date 5/31/2020
www,bottomline.com
Customer Number KENCIT001
Invoice Terms NET30
Account Rep Darren Entrekin
Email dentrekin@bottomline.com
Phone (603) 501-5380
Purchase Order
Order Agreement for Customer:* CITY OF KENT *Hereafter referred
to as Customer
Address CITY OF KENT
CITY OF KENT
220 4TH AVENUE SOUTH
Information Technology — City of Kent, 220 4TH
KENT, Washington 98032-5838
AVENUE SOUTH
United States
Kent, Washington 98032-5838
United States
Ship to Attention Michael (Mike) Carrington
COmments:NOTE Please ship to:
Phone (253) 856-4607 DID
Information Technology — City of Kent
Email mcarrington@kentwa.gov
ITA@kentwa.gov
Delivery Method ELECTRONIC
Currency USD
Product Name
Software
TAP - Transform AP v 4 1 for JDE Software
Bundle NA-TJD-SW09-90013
$50,000.00 1.00 $44,000.00
TAP - JDE Application
$0.00 1.00 Included
TAP JDE - Production Server
TAP JDE - Non -Production Server
TFS Transform Content Center production
TAP JDE - 25 Concurrent User Pack
TAP - JDE Connectors
Transform Active Capture Enterprise v.4.2, per
named user
Transform Active Capture Admin Only, per
named user
Services
TAP Consultancy - Hourly Rate (Remote)
TAP Consultancy - On -site Daily Rate (Billed in
full day increments)
$0.00 1.00 Included
$0.00 1.00 Included
$0.00 1.00 Included
$0.00 1.00 Included
$0.00 1.00 Included
NA-TJD-SW09-90002 $11,000.00 2.00 $19,360.00
NA-TJD-SW09-90030 $750.00 1.00 $660.00
Unit Price for Software $72,750.00
Adjustment for Software $8,730.00
Subtotal for Software $64,020.00
NA-TJD-PS01-90001 $200.00 104.00 $20,800.00
NA-TJD-PS01-90005 $1,750.00 14.00 $24,500.00
Subtotal for Services $45,300.00
Maintenance
TAP - Transform AP for JDE Bundle T1
Maintenance NA-TJD-MTT1N-90013 $8,800.00 1.00 $8,800,00
Transform Active Capture Ent. v.4.x, per named
user Maint. NA-TJD-MT18N-90002 $1,936.00 2.00 $3,872.00
Transform Active Capture Admin Only, per
named user Maint. NA-TJD-MT18N-90030 $132.00 1.00 $132.00
Subtotal for Maintenance $12,804.00
girder • .
Page 1 of 2
Bottomline Technologies (de), Inc.
Sales Order No.
BT-074115
325 Corporate Drive
y Boiiomline Portsmouth, NH 03801-6808
Sales Order Date
Expiration Date
3/6/2020
5/31/2020
www.bottomline.com
Customer Number
KENCIT001
Invoice Terms
NET30
Account Rep
Darren Entrekin
Email
dentrekin@bottomline.com
Phone
(603)501-5380
Purchase Order
Contract Total
Terms and -Conditions
This Sales Order is an offer valid until the Quote Expiration Date set forth above.
PURCHASE PAYMENT TERMS - Fees for Software, Equipment, and Supplies will be invoiced upon shipment. Fees for Support will be invoiced upon Software shipment. Fees for
Services will be invoiced as Services are performed. All Prices set forth herein are in US Dollars. Customer shall reimburse Bottomline for all reasonable travel and living expenses
incurred in the performance of on -site Services. These expenses are in addition to training, implementation, and/or consulting service fees set forth herein and will be billed
separately. Customer is also responsible for additional charges including but not limited to shipping and freight, taxes, customs, duties and the like. All invoices shall be due and
payable within thirty (30) days from the date of invoice. All sales are FOB Bottomline shipping point. Except as required to resolve warranty claims pursuant to an end user license
accompanying any Software, all orders for Software are non -returnable and non-refundable once shipped by Bottomline.
PURCHASE ORDERS - If Customer issues a purchase order in connection with this purchase, it is hereby acknowledged that such purchase order is an acceptance of this Sales
Order, is not a condition for payment, and will not supersede the payment terms or any other terms agreed upon in this Sales Order. This Sales Order and the end user license
accompanying any Software shall constitute the entire agreement and understanding between the parties and supersedes all prior agreements, representations and
understandings. This Sales Order may not be modified or vaned in any way except where such amendment or variation is in writing and signed by both parties. The terms and
conditions of any side letter, Customer purchase order, or other document submitted by Customer are hereby objected to and shall not supersede or supplement the terms of this
Sales Order.
CANCELLATION POLICY - In the event that Customer cancels a confirmed on -site Service session, Customer will be charged a cancellation fee as well as any nonrefundable
lodging and airline expenses and related charges. Cancellation fees will be calculated based upon the amount of notice given to Bottomline. Bottomline's fee schedule is available
upon request. The cancellation fee will not be subject to any previously agreed upon discounts or restrictions on expenses.
In order to implement this solution, please authorize below and fax back to Sales Operations at 603-501-4950 or email to globalsales2(cbbottomline.com.
Authorized Customer Signatur
-Ulam'
Aal ffl Vy
Print Name & Title
Date
Purchase Order No.
Page 2 of 2
City of Kent Purchase Order
•
KEN T Order number must appear on all invoices, packages, etc.
This document is hereby deemed a valid purchase order and authorizes the procurement of
the materials and/or services indicated. Please let us know immediately if you are unable to
ship the complete order.
Ship to: City of Kent
Bill to: City of Kent
Information Technology
Accounts Payable
400 West Gowe Street
220 41h Avenue South
Suite 122
Kent, WA 98032
Kent, WA 98032
Phone: (253) 856-5230
Order # 158443 OP
Order Date: 4/17/2020
Ordered by: Lynnette R Smith
Info Tech -Administration
Vendor:213922
Bottomline Technologies, Inc.
325 Corporate Drive
Portsmouth, NH 03801
Payment Terms: Net 30
Line
Item #
Description
Quantity
Unit Cost
Ext. Cost
Sales Tax
Total Cost
1
Software Initial Purchase
64,020.00
6,402.00
70,422.00
2
Professional Services
45,300.00
45,300.00
3
1-year maintenance
12,804.00
1,280.40
14,084.40
Subtotal: 122,124.00
Approved by: Carri ton, Michael Charles
Sales Tax: 7,682.40
Mayor's Signature:
(Required for contracts o er $2 ,000)
Total: 129,806.40
M
Page 1ofI
y� Bottom TANNED
MAY 0 12020
REMIT TO:
Phone: +1 603.436.0700
Bottomline Technologies (DE) Inc
Toll -free: +1 800,243.2528
P.O. Box 412377
Fax: +1 503.436.0300
Boston, MA 02241-2377
AR@Bottomtine-com
Federal I D:02-0433294
FINANCE _
A1191111E
BILL TO
SHIP TO
Information Technology - City of Kent
Michael (Mike) Carrington
CITY Or KENT
CITY Or KENT
tnvoEce
USINV•054623
Information Technology - City of Kent, 220
Information Technology - Ctty of Kent, 220
4TH AVENUE SOUTH
4TH AVENUE SOUTH
Kent,WA98032-5838
Kenl,WA98032.5836
Document date
04i30/2020
United Slates
United States
Page
1 of 1
accountspayable@kentwa.gov
ita@kentwa.gov
Invoice account
KENCIT001
Purchase ber Currency
Terms of payment
Due date
158443 OP
USD
Net 30 days
05/30/2020
I m number
Description
Quantity Unit price
Discount
Extended price
USP-045856-002
TAP - Transform AP v.4.1 for JDE Software Bundle
1 $50,000,00
$6.000.00
S44,000.00
NA-TJD-SW09-90013
OVA. y—th d.eiECTRO c
Oc*w,vaaee 44/227Z020
NA-TJD-SW09-90002
Transform Active Capture Enterpnse v.4.2, per
2 S11,000.00
$1.320.00
S19,360.00
named user
O.&Mm "'". rr f[,rimomr;
&.6wYcare 0447/mv
NA-TJD-SW09.90030
Transform Active Capture Armin Only, per named
1 S750.00
S90.00
S660.00
user
OeOv. r nle"d . ELECTRONIC
OaWpry nave 041211202D
USP-045856-002-001
TAP - Transform AP for JDE Bundle T1
1 $8.800.00
S8.800.00
NA-TJD•MTT1N-90613
Maintenance
Co.wogP gran iU1B' Wimim2a
EOMxaga ero Cafe: Oa+79 :'D71
NA-TJD•M716N-90002
Transform Active Capture Ent- v,4,x, per named
2 $1,936.00
S3,872.00
user Maint.
Co.n-aye Wi d.le:'IL13W2a2u
Co -age era dale. Dan-ar2711
NA-TJD-MT18N-90030
Transform Active Capture Admin Only, per named
1 $132.00
$132.00
user Malnt.
Co.a-eyra•r Lbw. Oa/96 X23
CO+ Mre end dale O4i29,72D21
Subtotal $76,824.00
Sales tax S7,682.40
Note Total $84,506.40
NOTE: Please ship to: /
Information Technology - City of Kent
ITACa)kentwa,gov
Nr1TF Plaaco shin rn'
If you have any questions related to this Invoice, please email to AR@bottomline.com.
!ATTENTION: Our remit to lockbox recently changed, Please confirm you have updated in your systems as noted above.
TO FNSIIRF ACCIIRATC AI.10('A IION OF Yo tjll PAYMENT, PL.PASF QUUTF YOUR CUSTOMER NWABFR'WHEN MAKING PAWAFN1
https://documents.uk.pt-x.com/document/PPZ1232AI9SUIUHLUX9H/... 5/1/2020
CHANGE ORDER -City Of Kent-V2-AH-20200723.docx
WORK ORDER CHANGE FORM
Date: 7/23/20
CUSTOMER NAME: City Of Kent
CUSTOMER NUMBER:KENCIT001
WORK ORDER NUMBER:USP -045856-002
ADDITIONS
ITEM # QTY DESCRIPTION
UNIT
PRICE
EXTENDED
PRICE
NA-TJD-PS01-90001 122.5 TAP Consultancy -Hourly Rate (Remote)200 24,500
TOTAL ADJUSTMENT 0.00
DELETIONS
ITEM # QTY DESCRIPTION
UNIT
PRICE
EXTENDED
PRICE
NA-TJD-PS01-90005 14 TAP Consultancy - On-site Daily Rate 1,750 24,500
TOTAL ADJUSTMENT 0.00
REASON: Converting onsite days into remote hours for development work and go -live activities.
CUSTOMER APPROVAL:
Signature Date
Printed Name & Title
BOTTOMLINE APPROVAL:
Requested by: Ahmad Hawwari
(Bottomline Project Manager)
Director’s Approval Signature Date
Bottomline Account Executive’s approval required for deletions not replaced with equal value:
Account Executive’s Signature Date
Russ Karr AP Automation Services Delivery Manager
8/11/2020
Mike Carrington IT Director
REMIT TO: Phone: +1 603.436.0700
BottomIine Bottomline Technologies
(DE) Inc Toll free: +1 800.243.2528
P.O. Box 412377
Fax: +1 603.436.0300
Boston, MA 02241-2377 AR@Bottomline.com
Federal ID:02-0433294
INVOICE
.... .. ....
r%CANNE;j
0
BILL TO
Information Technology - City of Kent
CITY OF KENT
Information Technology - City of Kent, 220
4TH AVENUE SOUTH
Kent,WA 98032-5838
United States
accountspayable@kentwa-gov
OCI 0 5 20N
SHIP TO
Michael (Mike) Carrington
CITY OF KENT
Information Technology - City ot!<6nt, 220
4TH AVENUE SOUTH
Kent,WA 98032-5838
United States
ita@kentwa.gov
USP-045856-002 TAP Consultancy- Hourly Rate (Remote)
NA-TJD-PS0II-90001 Delivery method: ELECTRONIC
Delivery date: 07/37/2020
Note
NOTE: Please ship to:
Information Technology - City of Kent
ITA@kentwa.gov
U
SINV-057354
06/30/2020
1 of I
KENCIT001
30 $200.00 56,000.00
Subtotal --- ---------
$6,000.00
Sales tax $0.00
If you have any questions related to this Invoice, please email to AR@bcrttomline.com.
'ATTENTION: Our remit to lockbox recently changed. Please confirm you have updated in your systems as noted above.
TO ENSURE ACCURATE ALLOCATION OF YOUR PAYMENT, PLEASE QUOTE YOUR CUSTOMER NUMBER WHEN MAKING PAYMENT
Sab Bottomfine
BILL TO
REMIT TO:
Phone: +1 603.436.0700
Bottomline Technologies (DE) Inc Toll -free: +1 800.243.2528
P.O. Box 412377
Fax: +1 603.436.0300
Boston, MA 02241-2377
AR@Bottomline.com
FederallD:02-0433294
INVOICE
()C 1 0 5
Information Technology - City of Kent
CITY OF KENT
Information Technology - City of Kent, 220
4TH AVENUE SOUTH
Kent,WA 98032-5838
United States
accountspayable@kentwa.gov
158443 OP
USP-045856-002
NA-TJD-PS01-90001
USD
SHIP TO
Michael (Mike) Carrington
CITY OF KENT
Information Technology - City of Kent, 220
4TH AVENUE SOUTH
Kent,WA 98032-5838
United States
ita@kentwa.gov
TAP Consultancy- Hourly Rate (Remote)
Delivery method: ELECTRONIC
Delivery date : 07/37/2020
Note
NOTE: Please ship to:
Information Technology - City of Kent
ITA[a@kentwa.gov
Net 30 days
E
f�__
USI NV-058723
07/31/2020
1 of 1
KENCIT001
08/30/2020
$200.00 $13,000.00
i
1
9
1
Subtotal $13,000.00 j
._._.--Sales tax
$0.00
If you have any questions related to this Invoice, please email toAR@bottomline.com.
ATTENTION: Our remit to lockbox recently changed. Please confirm you have updated in your systems as noted above.
TO ENSURE ACCURATE ALLOCATION OF YOUR PAYMENT, PLEASE QUOTE YOUR CUSTOMER NUMBER WHEN MAKING PAYMENT
9/112020 PTX - View document
Bottomline REMIT TO: Phone: +t 603.5
8oltomline Technologies (DE) Inc Toll -free: +t B00.243,0.243.22B
"Box 412377 Fax: +1 603.436,0300
C n N N EBoston, MA 02241.2377 AR@Bottomline.com
Federal 1 D:02-0433294
SFP 0 12020
F ,� ey ti
_INVOICE
BILL TO SHIP TO
Information Technology - City of Kent Michael (Mike) Carrington
CITY OF KENT CITY OF KENT
Invoice
Information Technology - City of Kent, 220 Information Technology - City of Kent, 220
4TH AVENUE SOUTH 4TH AVENUE SOUTH
Kent,WA 98032.5838 Kent,WA 98032.5838
Document date
United States United States
Page
accpuntspaya6le[1a kentwa.gov ka@kentwa.gov
account
Purchase order number Currency
158443 OP USD
Item number Description
USP-045856.002 TAP Consultancy - Hourly Rate (Remote)
NA-TJD-PSOt-90001 rrMe.rmenod.cac:<wra
Oe wy date, aEM/2M
Pot Chang* Ord*r - Added 727, S ra hourly rat*
Note
NOTE: Piease ship to:
Information Technology - City of Kent
ITAL1a kentwe,gov
Terms of payment
Net 30 days
USINV•061336
08/31/2020
1of1
KENCIT001
Due date
09/30/2020
Quantity Unit price Extended price
65 $200.00 S13.000.00
Subtotal
$13,000.00
Sales tax
$0.00
Total
S13,000.00
If you have any questions related to this Invoice, please email to AR@bottomilne.com.
`ATTENTION: Our remit to lockbox recently changed. Please confirm you have updated In your systems as noabove.
L
TO ENSURE. ACCURATE Ai-i.00A'i lON OF YOUR PAYMENT. PLrASE QUOTE YOUR CUSTOMER NUTABER WHEN MAKING PAYMENT
https:lldocuments.uk.pt-x.comiuilconnectldocumentIJAFGF6EPF44MURI65PlTiHyUkHhyKJOAgjc65i3ml L5yDgIVXRRjWljKFwPhUlMw 1/1
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Page 1 of 2
SCANNED
OCT 0 5 2020
• €�hlfT lro:
Phone: +1 603.A36.0700
m t BotmNine Tiechn files PE) Inc Toff-tree:+1800.243.2528
- - P:O. illox 412377
Fax: +t 603.436.=0
8ostG.' , MA 02741-2377
AR@Botttomllne corn
Federal ID:02-0433294
INVOICE
Ba. i0 SHIP TO
Information Technology - City of Kent Mi duel (hWte) Cord"ton
CITY OFXEW CITY OFKENT
- ---- _
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ATM AYEN41E SOUTH 4TH "ENUE SOUTH
WA
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USP•045856-M TAP Consultancy - Howly Rate (RMate)
NA-TiD-PS01-90001 oewerymcvrroav:c
od"".: anraa=D
Royomwo4w• Adw lv'. to hgWyraft
Notn
NOTE: Please ship to:
Information Technology - Cfty of Kent
ITA@kotw"ov
501
$200,00
$10o 00,00
Subtatal S10,100.00
Sales tart
TO ENSURE ACCURATE ALLOCATION OF YOUR PAYMENT, PLEASE OUOTE YOUR CUSTOMER NUMBER WHEN MA ISIG PAYMENT
https:Hdocuments.uk.pt-x.com/ui/connect/document/FVEGWIDDKB... 10/5/2020
REMIT TO: Phone: +1 603-436.0700
Sib BottomIine Bottomline Technologies (DE) Inc Toll -free: +1800-243-2528
P.O. Box 412377 Fax: +1 603.436.0300
Boston, MA 02241-2377 AR@Bottomline.com
Federal ID:02-0433294
%CANS" OCT or., 2K, INVOICE
BILL TO -'s"T TO
ACCOUNTS PAYABLE Steve'Barton
CITY OF KENT CITY OF KENT
I n'v'i'c'e USl NV-063204
- y 220 4TH AVENUE SOUTH information Technology Citof Kent, 220 o
KENT,WA 98032-5838 4TH AVENUE SOUTH
d 09/30/2020
D g urneft y",
United States Kent,WA 98032-5838 '411
United States
P I of 1
sbarton@kentwa.gov t
158443
USP-045856-003
NA-TJD-PS01.90001
USD Net 30 days 10/3012020
TAP Consultancy- Hourly Rate (Remote) 16 $200.00 $3.200.00
Delivery method: ELECTRONIC
Defivetydate :0913012020
Subtotal $3,200.00
Sales tax $0.00
ft-you have any questlons related to this invoice, please email to AR@bottomilne.com.
ATTENTION: Our remit to lockbox recently changed. Please confirm you have updated in your systems as noted above.
TO ENSURE ACCURATE ALLOCATION OF YOUR PAYMENT, PLEASE QUOTE YOUR CUSTOMER NUMBER WHEN MAKING PAYMENT