HomeMy WebLinkAboutCity Council Committees - Operations Committee - 06/20/2017 (2)
Unless otherwise noted, the Operations Committee meets at 4 p.m. on the first and third
Tuesday of each month in Kent City Hall, Council Chambers East, 220 Fourth Ave S, Kent, WA
98032.
For additional information please contact Jennifer Hays at 253-856-5700, or via email at
jhays@KentWA.gov.
Any person requiring a disability accommodation should contact the City Clerk’s
Office at 253-856-5725 in advance. For TDD relay service call Washington
Telecommunications Relay Service at 1-800-833-6388.
Operations Committee Agenda
Councilmembers: Bill Boyce – Les Thomas – Dana Ralph, Chair
June 20, 2017
4 p.m.
Item Description Action Speaker Time Page
1. Call to order Chair Ralph 1
2. Roll Call Chair Ralph 1
3. Changes to the Agenda Chair Ralph 1
4. Approval of Check Summary Report
dated 5/16/17-5/31/17
YES Chair Ralph
5. Approval of Minutes dated June 6, 2017 YES Chair Ralph 2 1
6. ShoWare Point of Sale Replacement
Project - Recommend
YES Mike Carrington 15 5
7. Community Engagement Coordinator
Position – Information Only
NO Michelle Wilmot 5 37
8. City Investment Report – Information
Only
NO Aaron BeMiller
Joe Bartlemay
5 39
9. Director’s Report – Information Only NO Aaron BeMiller
Joe Bartlemay
10 45
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Operations Committee
Minutes
Approval Pending
Page 1 of 3
Date: June 6, 2017
Time: 4:00 p.m.
Place: Chambers East
Attending: Les Thomas and Dana Ralph, Chair; Bill Boyce was absent
Agenda:
1. Call to Order.
2. Roll Call.
3. Changes to the Agenda.
There were no changes to the agenda.
4. Approval of Check Summary Reports dated 4/16/2017 thru
4/30/2017 and 5/01/2017 thru 5/15/2017.
L. Thomas moved to approve the check summary report dated 4/16/2017
thru 4/30/2017 and 5/01/2017 thru 5/15/2017. D. Ralph seconded the
motion, which passed 2-0.
5. Approval of Meeting Minutes dated May 2, 2017.
L. Thomas moved to approve the Operations Committee meeting minutes
dated May 2, 2017. D. Ralph seconded the motion, which passed 2-0.
6. Amendment to KCC 3.40.040 - Interfund Loans - Recommend.
Finance Director Aaron BeMiller asked to amend the previously discussed debt
management policy. The updates include changes to the process and
requirements for the City to stay compliant when using interfund loans as a
funding tool.
The three significant changes to Kent City Code section 3.40.040 Interfund
Loans include:
delegation of interfund loan approval to the finance director for loans
not longer than three calendar months and the Mayor for loans not
longer than twelve calendar months,
the requirement of an analysis of the loaning fund(s) to indicate that
excess funds are available and the use of those funds will not impact the
loaning fund’s current operations or constitute a permanent diversion of
funds, and
eliminates the loan duration restriction.
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Operations Committee
Minutes
Approval Pending
Page 2 of 3
In general, interfund loans can be a more cost effective means to fund capital
items and is usually much quicker when done in-house.
L. Thomas moved to recommend Council adopt an ordinance that amends
Kent City Code 3.40.040 to update the City’s interfund loan policies and
procedures, and to delegate to the Finance Director and the Mayor approval of
certain short-term interfund loans without council action. D. Ralph seconded
the motion, which passed 2-0.
7. April Financial Report – Information Only.
Mr. BeMiller reported an overall positive budget variance of $1.7 million. The
2017 budget reflects an expected use of $2.4 million of fund balance, including
$2 million for Parks capital projects. The budgeted use of fund balance is offset
by the positive budget variance of $1.7 million, reducing the estimated actual
use of fund balance to less than $700,000. General Fund Reserves are
estimated to end the year at $16.4 million, or 17.0 percent.
The following highlights were reported:
Revenues are estimated to end the year at nearly $1.7 million (1.6 percent)
higher than budgeted while miscellaneous revenues are estimated to come in
$330,000 higher than budgeted.
Expenditures through April show all departments are remaining fairly close to
budget.
8. Director’s Report – Information Only.
Mr. BeMiller’s final update included information on two topics, they are:
The June 20 fiscal cliff workshop discussion will be used to roll-out the 2018
budget process. Finance staff will be organizing meetings with Mayor Cooke
and Chief Administrative Officer Derek Matheson to discuss where the City is
at. While 2018 is a mid-biennium adjustment year it is not expected to be easy
with work to be done.
The State Auditor’s Office (SAO) has been on-site conducting the 2016 annual
audit. A conversation has been scheduled with the SAO to discuss the
treatment used on the 2016 refunding with the elimination of the Public
Facilities District sales tax debt and transferring it to the City. There is a
difference of opinion of how it should be accounted for.
2
Operations Committee
Minutes
Approval Pending
Page 3 of 3
13. Adjournment.
The meeting was adjourned at 4:21 p.m. by D. Ralph.
J. Hays
Jennifer Hays
Operations Committee Secretary
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INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director
Phone: 253-856-4607
Fax: 253-856-4700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: June 20, 2017
TO: Operations Committee
FROM: Michael Carrington, Information Technology Director
SUBJECT: ShoWare Point of Sale Replacement Project
MOTION:
Recommend Council to authorize the Mayor to sign all necessary documents
to enter into an agreement with Siriusware/Accesso to replace the existing
Point of Sale system, subject to final terms and conditions acceptable to the
Information Technology Director, and the City Attorney, for a total amount
not to exceed $455,000.
SUMMARY:
The City of Kent owns the property "ShoWare Center Arena" contracting with (SMG) for
the management of the property. SMG, partnering with the City of Kent, will be replacing
the existing POS system, including the primary POS application, POS hardware, Credit
Card EMV Chip Card Readers and mobile devices with the addition of
server/storage/database solutions. The project will strive for a turnkey installation
responsible for all aspects of verification of requirements by IT/Finance and SMG, and
installation of server/storage/database solution comprised onsite standing servers.
EXHIBITS:
A) Vendor Master Agreement
B) Vendor Proposal
BUDGET IMPACT: Funding for this system has been approved in the City’s
2017 capital budget to cover the $400,000 cost.
Item Price
Hardware $168,699.58
Software $147,000.00
Implementation and Training $21,250.00
Technical Support $26,550.00
Subtotal $363,499.58
Tax $ 36,349.95 (10% tax)
Total $ 399,849.53
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KENT
CITY OF KENT
INFORMATION TECHNOLOGY
220 4tt Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4600WASHTNGToN
Memo
to:
From:
CC:
Date:
Re:
Suzette Cooke, Mayor
Annette Pape, Project Manager/Business Analyst
Mike Carrington, Information Technology Director
April 7, 20L7
Request for Waiver of competitive bid requirement for purchases under KCC
3.70.110(A) for ShoWare Point-of-Sale (POS) System
The ShoWare Center operator, SMG, needs a new Point of Sale (POS) system to update
and improve its ability to process purchases onsite and over the internet. SMG, on our
behalf, has surveyed the potential vendors available to offer a new POS system, and has
selected Accesso Siriusware as its preferred vendor. SMG made this choice on several
factors including quality and reliability of the software program, ease of use by both
operator and purchaser, interoperability with the online ticketing system at ShoWare
center, and price.
In addition, Accesso, is also the new owner of the ShoWare online ticketing software
system currently used at ShoWare Center. Consistency within the ShoWare operations
and familiarity across product lines is a distinct benefit to SMG and hence, the city, as the
ShoWare Center owner. Finally, we are in negotiations to extend the current naming
rights agreement with Accesso/ShoWare, and continuing to use Accesso's ShoWare
ticketing program and purchasing its Siriusware POS system will be influential and helpful
as we ciose the naming rights agreement,
For all these reasons, and after discussions with the city attorney, we feel that negotiation
of a direct purchase with Accesso Siriusware meets the city's standards to waive
competitive bidding for the new POS hardware/software product because the purchase is
subject to special market conditions (unique relationship between the city and
Accesso/ShoWare/Siriusware), involves special facilities (ShoWare Center), and is
otherwise not in the city's best interests to go out to bid under these circumstances. See
Kent City Code 5 3.70.110 (AX2) & (AX3).
Thank you very much for your time and consideration on this matter. If you concur with
this recommendation, please indicate your approval by signing below.
CITY OF K
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accesso ItnAllì ç;riri;i MASTER AGREEMENT
Master Agreement No. CITY OF KENT - 2017
rhis Master Agreement No. city of Kent - 2017 (this "Ag_te_e_[_e_$"), dated .2017 (the "Effcç!iyc_gÊle"), is entered into
by and between accesso Technology Group plc, a United Kingdom public limited company ("ACCg$o"), whose address for purpose of
notices hereunder is Unit 5, The Pavilions, Ruscombe Park, Twyford, Berks RG10 9NN, United Kingdom, Attn:ffi ,;åXJI"":'I,il"XiT^',i',1'Yî,1i:iY;l'.ïlï:,:Í*ï,1î
mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Customer and Accesso agree as follows:
1 NATURE OF AGREEMENT: Accesso shall provide Services and Software to Customer that may include software, hardware,
custom software development, systems integration, maintenance and other services, as described in more detail in executed
Sales Orders between Accesso and Customer. This Agreement shall apply to all Services and Software that are provided by
Accesso to Customer during the Term of this Agreement including but not limited to Software that is owned or developed by
Accesso and licensed to Customer, and third party products that are acquired for Customer by Accesso.
2 DEFINITIONS: As used in this Agreement, subsequent Sales Orders, Statements of Work, and other ancillary documents
attached hereto or issued hereunder, the following terms shall have the meanings set forth below:
2.L Acceptance Date-shall mean the completion date of a successful Acceptance Period, which date has passed.
2.2 Affiliate - shall mean, with respect to any entity, (i) a member, partner, shareholder, owner, trustee, director, employee
or executive officer of any such entity, or of any entity identified in clause (ii), and (ii) any other entity that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified
entity. As used in this definition of Affiliate, "control" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of an individual or entity, whether through ownership of
voting securities, by contract or otherwise.
2.3 Confidential lnformation - shall mean any proprietary or confidential information or material that the disclosing party
treats as confidential and is (i) disclosed hereunder in tangible form and marked "Confidential" at the time it is delivered
or disclosed hereunder to the receiving party, (ii) disclosed orally hereunder and identified as confidential or proprietary
when disclosed with such disclosure being confirmed in writing by the disclosing party to the receiving party within thirty
(30) days after disclosure, or (iii) disclosed hereunder and known by the receiving party, or under the circumstances
should have been known by the receiving party, to be confidential.
2.4 Costs - shall mean the cost of any third party materials andlor services obtained by Accesso in order to perform the
Services or develop the applicable Software, including if appropriate, material handling and shipping costs.
2.5 Customer Venue(s) - shall mean the Customer location or locations where the applicable Software to be provided by
Accesso may be utilized by Customer as more particularly described in the applicable Sales Order for such Software.
2.6 Deliverable - shall mean any items to be delivered or provided by Accesso under the terms of this Agreement or any
Sales Order, including without limitation, the custom software, Services or Documentation.
2.7 Derivative Work - shall mean any computer program or documentation resulting from the modification, recast¡ng,
transformation or adaptation of an existing computer program or item of documentation owned or developed by a party,
excluding data output of any such computer program. A computer program that uses or operates on data output of
another computer program shall not be considered a "Derivative Work" of the original program merely because it uses or
operates on such data.
2.8 Development Fee - shall mean the hourly rate invoiced by Accesso and described in more detail in each applicable Sales
Order for all Development Services.
tÐMAFTtAccesso Master Agreement
7
2.9 Development Services - shall mean the services provided by Accesso in connection with a Sales Order related to
alterations, modifications or enhancements to Software, network configuration or any other system infrastructure, or
custom report development.
z.LO Documentation - shall mean the documentation, instructions, technical data, specifications and user's guides published
by Accesso as well as any functional specifications developed by Accesso under this Agreement or any Sales Order.
2,Lt Enhancement - shall mean any Software enhancement requested by Customer in connection with a Sales Order.
2.L2 Hardware - shall mean the hardware identified in the applicable Sales Order pursuant to which the applicable Software is
licensed to Customer.
Z.L3 lmplementation Requirements - shall mean the requirements for implementation of the applicable Software as set forth
in the applicable Sales Order pursuant to which such Software is licensed to Customer.
2.L4 license - shall mean the term license for the applicable Software as described in more detail in the applicable Sales Order
pursuant to which such Software license is granted to Customer. For the avoidance of doubt, Customer understands,
acknowledges, and agrees that the License is a term license existing and unless earlier terminated in accordance with the
terms, provisions, and conditions of this Agreement and/or the applicable Sales Order pursuant to which such License is
granted, shall continue in effect only so long as Customer is paying the applicable Support Services Fee.
Z.LS Sales Order - shall mean the executed document (and any attachments and/or exhibits thereto) issued under and
governed by this Agreement and that describes the Services, and/or Software to be provided by Accesso
2.L6 Service Fees - shall mean all amounts billed to Customer by Accesso related to the performance of the Services or the
development, licensing and/or provision of the applicable Software under this Agreement or any Sales Order, including
but not limited to, Support Services Fees and Development Fees. Notwithstanding the foregoing, the Service Fees shall
not include the travel, lodging, and incidental expenses for Accesso's personnel. Accesso reserves the right to adjust its
Service Fees from time to time upon thirty (30) days prior written notice to Customer, or as otherwise provided for in this
Agreement and/or any applicable Sales Order.
Z.L7 Services - shall mean the services provided by Accesso to Customer pursuant to a Sales Order, including but not limited
to, any custom software development, Deliverables, lmplementation Services, Support Services, and Development
Services.
Z.tB Software - shall mean the applicable baseline computer software in object code (or Source Code forms, if applicable)
licensed, owned or developed by Accesso for which Customer is granted a License pursuant to a software license Sales
Order issued under this Agreement, as well as Enhancements and Updates provided by Accesso to Customer under a
Sales Order, and any firmware (including third party products) provided hereunder by Accesso to Customer.
z.Lg Software Price - shall mean the price for the purchase of the License for the applicable Software as set forth in the
applicable Sales Order pursuant to which such Software is licensed to Customer.
Z.ZO Software Warranty Standards - shall mean (i) the applicable Software will conform in all material respects to the
Specifications, (ii) testing of release versions of the applicable Software will be performed in accordance with standards
typical for software testing in the industry, and (iii) the applicable Software, its possession and/or the use thereof
permitted under this Agreement and the applicable Sales Order will not infringe any United States patent or United
States copyright.
Z.2I Source Code - shall mean the textual form of the applicable Software, including written comments and programmer
documentation, flow charts, logic diagrams, pseudo code, notations or other supporting writings, regardless of the media
on which it is stored, and is intended for translation into an executable or intermediate form, or is intended for direct
execution through interpretat¡on.
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Master Agreement No. City of Kent - 2017
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2.22 Specifications - shall mean all specifications contained in (i) the Documentation, the terms of which are incorporated
herein by reference as though fully set forth herein, and (ii) any attachment or exhibit to the applicable Sales Order for
the applicable Software.
2.23 Statement of Work - sha ll mea n the executed docu ment (a nd a ny attach ments and/or exh ibits thereto) issu ed u nder a nd
governed by this Agreement and that describes the Services to be provided by Accesso.
2.24 Support Services - shall mean support for the applicable Software as more particularly described in and provided by
Accesso pursuant to a Sales Order.
2.25 Support Services Fee - shall mean the fee invoiced by Accesso pursuant to each applicable Sales Order for any Support
Services provided to Customer thereunder.
2.26 Unauthorized Code - shall mean any virus, Trojan horse, worm, or other software routines or hardware components
designed to permit unauthorized access; to disable, erase, or otherwise harm software, hardware, or data; or to perform
any other harmful actions. The term Unauthorized Code does not include Self-Help Code.
2.27 Updates - shall mean any subsequent updates of the applicable Software developed in connection with a particular Sales
Order and which are generally made available to Customer at no additional charge as part of the Support Services as
determined by Accesso in its sole discretion. Updates shall not include additional Enhancements, future products,
modules or major version releases that Accesso licenses separately. Customer may license new version releases of the
applicable Software from Accesso upon execution of a mutually agreeable Sales Order.
3 SALES ORDERS: Accesso will perform the Services, deliver the applicable Software, andlor provide access to the applicable
Software as set forth in mutually agreed upon Sales Orders executed from time to time by Customer and Accesso during the
Term of this Agreement. Neither Customer nor Accesso shall have any obligation to enter into any particular Sales Order, and
each may choose to accept or not accept, in each party's sole discretion, any proposed Sales Order. The parties acknowledge
and agree that changes affecting scope, cost and other activities regarding Software or Services shall be implemented by a
mutually agreed upon project change request and may require the execution of one or more additional Sales Orders and/or
Statements of Work. Customer understands, acknowledges and agrees that Accesso may discharge all and any of its duties
and/or obligations under this Agreement and/or any Sales Order through any Affiliate of Accesso.
4 STATEMENTS OF WORK: Accesso will perform the Services as set forth in mutually agreed upon Statements of Work executed
from time to time by Customer and Accesso during the Term of this Agreement. Neither Customer nor Accesso shall have any
obligation to enter into any particular Statement of Work, and each may choose to accept or not accept, in each party's sole
discretion, any proposed Statement of Work.
5 FEES AND PAYMENT TERMS
5.1 All monetary amounts referenced in this Agreement and/or any Sales Order shall be in the currency identified on the
applicable Sales Order. Accesso's invoices and Customer's payments under this Agreement and/or any Sales Order shall
be executed in the currency identified on the applicable Sales Order. Customer shall payAccesso upon being invoiced for
all amounts due under this Agreement or any Sales Order, including but not limited to, all Service Fees, Costs, ODCs and
applicable sales or use taxes. lf a price is identified in a Sales Order as an est¡mate, Customer shall have no obligation to
make any payment to Accesso in excess of the total estimated price, and Accesso shall have no obligation to continue to
perform work beyond the total estimated price, even if the Services have not been completed or the results desired by
Customer have not been achieved. The parties may, by mutual written agreement, increase.the total estimated price.
The amount to be paid to Accesso for Services performed which exceed a price estimate shall be set forth in the
applicable Sales Order. Fractional parts of an hour shall be payable on a prorated basis if any Sales Order contains a
billable hour rate structure. Unless otherwise stated in a specific Sales Order, the labor hour billing rates set forth in a
Sales Order shall be effective through such Sales Order's stated term. Accesso will use commercially reasonable efforts to
achieve Customer's desired results within any total estimated price set forth in a Sales Order, however, Customer
understands, acknowledges, and agrees that any stated amount is an estimate only, and not a guarantee that Customer's
desired results can be achieved for such estlmated amount. Notwithstanding anything contained herein to the contrary,
in the event any Sales Order is issued hereunder in a currency other than USD, Accesso shall have the right to adjust the
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Master Agreement No. City of Kent - 2017
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appl¡cable exchange rate upon thirty (30) days prior written notice to Customer if Accesso determines, in its sole but
reasonable discretion, that the such exchange rate has increased by ten percent (10%) or more; provided, however,
Accesso shall not make adjustments to any exchange rate more than once in any twelve (12) month period.
5.2 Customer shall reimburse Accesso for all reasonable other direct costs ("qg_Cs") which shall include but are not limited to
travel and associated living expenses, copying, overnight deliveries, shipping, leased hardware for Customer's specific
environments, and set up charges for leased hardware expenses incurred in connection with providing the applicable
Software and performing Services. Unless otherwise specified in a Sales Order, Customer acknowledges and agrees to
reimburse Accesso for Accesso's travel and associated living expenses in accordance with the rates set forth on the Travel
and Living Reimbursement Policy attached hereto as Exhibit A.
5.3 Unless otherwise specified in a Sales Order, Accesso shall provide a monthly invoice to Customer for all Service Fees,
Costs, and ODCs incurred by Accesso pursuant to this Agreement or any Sales Order, together with applicable taxes.
Customer shall designate in each Sales Order a Customer representative and his or her contact information, including
electronic mail address, to accept and process Accesso's invoices. Customer shall notify Accesso in writing within five (5)
business days of any change in contact information for the Customer representative.
5.4 Unless otherwise specified in a Sales Order and/or subject to the provisions contained in Section 5.5, amounts invoiced to
Customer are due and payable by Customer within thirty (30) days of the date of such invoice. lf Customer fails to pay
the total of any invoiced amount within thirty (30) days of such invoice, (i) interest compounded at the rate of eight
percent (8%) per annum, shall be charged on all amounts unpaid and outstanding and (ii) Accesso shall have the right, in
addition to its other rights and remedies, to suspend all and any (a) further performance of the Services (including
without limitation, Support Services), (b) license for, subscription, access to, or further delivery of Software hereunder or
pursuant to all or any Sales Orders issued hereunder, which suspension shall continue until Accesso has received the full
outstanding amount due pursuant to this Section 5.4. ln such event, Customer shall directly assume all liabilities to any
third parties for Costs incurred by Accesso on behalf of Customer or at Customer's request and shall indemnify Accesso
for the same. ln the event of a monetary default by Customer, it agrees to pay Accesso all costs of collection which shall
include, but are not limited to, all reasonable attorneys' fees, costs, and expenses, and costs charged by a collection
agency, incurred at anystage of the proceeding, including investigation, trial, appeal, arbitration and bankruptcy.
5.5 Customer may, in good faith, dispute, in whole or in part, any invoice submitted hereunder and withhold payment of any
disputed port¡on so long as it shall, within fifteen (15) days of the date of the invoice, give written notice to Accesso of
such dispute, stating the amount in dispute, the basis of the dispute, and pay the undisputed amount pursuant to the
terms hereof. ln such circumstances, Customer's failure to pay a disputed amount shall not constitute a breach or default
hereunder and will not result in the discontinuance of Services or application or accrual of late charges or penalties for
the disputed amount.
5.6 Customer agrees that, unless otherwise expressly specified in a Sales Order, its purchases are not contingent on Accesso's
delivery of any future functionality or features, or dependent on any oral or written public comments made by Accesso
and/or its Affiliates regarding future functionality or features of any Software. Additional functionality will not be added
to any applicable Software without negotiation, and if added, may require Customer's payment of additional fees to
Accesso.
5.7 Customer understands, acknowledges and agrees that Accesso shall have the right, upon written notice to Customer, to
adjust all and any Service Fees set forth in any Sales Order upon the anniversary ofthe Effective Date ofsuch Sales Order.
Such adjustment shall not exceed the greater of (a) three percent (3%l of the applicable Service Fees, or (b) the percent
increase in the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price lndex, U.S. City Average, for all
Urban Consumers, othergoods and services ('82-'84 = 100) (the "CPI-U lndex") between the annual averages of the most
recently published twelve (12) month period and the immediately preceding twelve (1-2) month period. For the
avoidance of doubt, the term "service Fees" shall not include ODCs and/or Costs.
6 CUSTOMERRESPONSIBILITIES:
6.1 Customer shall provide, maintain and make available to Accesso, at Customer's expense and in a timely manner, the
following resources, and such other additional resources or information, as Accesso may from time to time reasonably
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Master Agreement No. City of Kent - 2017
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request in connection with Accesso's performance of the Services:
6.L.L Qualified Customer personnel or representatives who will be designated by Customer to consult with
Accesso on a regular basis and provide information necessary to perform the Services;
6.L.2 Access to Customer's premises and appropriate workspace for Accesso personnel at Customer's premises
as necessary for performance of any Services to be performed at Customer's premises; and
6.1.3 All resources requested by Accesso in a Sales Order
7 CONFIDENTIAIITY:
7-l Confidential lnformation. Except as expressly provided herein, the parties agree that the receiving party shall keep
completely confidential and shall not publish or otherwise disclose and shall not use for any purpose, except as expressly
authorized by this Agreement, any Confidential lnformation furnished to it by the disclosing party, except to the extent
that the receiving party can establish by competent proof that such Confidential lnformation (i) was already known to the
receiving party, other than under an obligation of confidentiality, at the time of disclosure, (ii) was generally available to
the pu blic or otherwise pa rt of the pu blic domain at the time of its disclosu re to the receiving pa rty, (iii) beca me genera lly
available to the public or otherwise part of the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement, (iv) was subsequently lawfully disclosed to the receiving
party by a person other than a party hereto, or (v) was independently developed by the receiving party without reference
to any information communicated to the receiving party by the disclosing party.
7.2 PermittedUseandDisclosure. Eachpartymayusetheotherparty'sConfidential lnformationonlytotheextentrequired
to accomplish the purposes of this Agreement. Each party may disclose the other party's Confidential lnformation (i) to
the extent such disclosure is required by law, or court order, provided, however, that if either party is required to make
any such disclosure of the other party's Confidential lnformation and it is legally permissible to do so, such party will give
reasonable advance notice to the other party of such disclosure and will use commercially reasonable efforts to secure
confidential treatment of such information prior to its disclosure (whether through a protective order or otherwise), or
(ii) to its employees, agents, consultants and other representat¡ves to accomplish the purposes of this Agreement, so long
as such persons are under an obligation of confidentiality no less stringent than as set forth herein. Each party shall use
at least the same standard of care as it uses to protect its own Confidential lnformation to ensure that its employees,
agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's
Confidential lnformation. Each party shall promptly notify the other party upon discovery of any unauthorized use or
disclosure of the other party's Confidential lnformation. Upon termination of this Agreement or at any time upon the
demand of the disclosing party for any reason, the receiving party promptly shall return to the disclosing party or, at the
disclosing party's option, destroy and certify the destruction of, all tangible materials (and all copies thereof) that disclose
or embody the disclosing party's Confidential lnformation. ln the event of such a decision or demand, all Confidential
lnformation prepared by the receiving party based on Confidential lnformation provided by the disclosing party shall be
returned to the disclosing party and no copy thereof shall be retained.
7.3 Public Disclosure. ln the event that either party desires to issue a press release containing the other party's name, logo,
trademark (collectively hereinafter "Mark") or copyrighted materials, or use the other party's Mark or copyrighted
materials in any published materials, the party desiring to issue the release or use the other party's name (the
"Reouestinq Partv") shall first provide the proposed press release or other materials to the other party (the "PgM!I!_!g
Partv") for review and approval, which approval may be withheld in the Permitting Party's sole and exclusive discretion.
Notwithstanding the foregoing, either party may disclose, without the consent of the other party, the existence of the
other party as a customer or technology service provider, as applicable.
7.4 Confidential Terms. EachpartyagreesthatthetermofthisAgreementaretheConfidential lnformationofeachparty.
Except as expressly provided herein, or required by applicable law (and then subject to Section 7.21, each party agrees
not to disclose any of the terms of this Agreement to any third party without the prior written consent of the other party,
provided, however, that either party may disclose the terms of this Agreement without such consent to actual or
prospective investors or corporate partners or to its accountants, attorneys and other professional advisors.
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Master Agreement No. City of Kent - 2017
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8 CUSTOMER DATA: Accesso acknowledges that any data (electronic or otherwise), electronic data processing media, papers or
other tangible personal property furnished by Customer to Accesso or otherwise received by Accesso in connection with
Accesso's provision of Software andlor Services to Customer is and shall remain the sole property of Customer (the "Ç-USlqlgt
Data"). Accesso shall not disclose or use Customer Data for any purposes other than to carry out the purposes for which
Customer disclosed the Customer Data to Accesso, or as permitted by this Agreement and Accesso shall take commercially
reasonable measures to protect the confidentiality of Customer Data that comes into Accesso's possession, however, Accesso
assumes no liability for any Customer Data once transported onto a non-Accesso managed communication network, including,
but not limited to the lnternet or any third party system. Notwithstanding anything contained herein to the contrary, Customer
acknowledges and agrees that Accesso may aggregate Customer Data with data from other customers of Accesso and/or its
Affiliates for purposes of monitoring trends in the industry and Accesso's use and disclosure of such aggregated Customer Data
shall not constitute a breach of the terms and provisions of this Agreement, so long as such Customer Data is sanitized so that
Customer is not identified as the source of the information.
9 INTETTECTUA!PROPERTY:
9.1 Customer and Accesso shall each retain ownership of, and all right, title and interest in and to, their respective, pre-
existing intellectual property and any Derivative Works created from such intellectual property (the "Preexisting
lntellectual Propertv"), and no license therein, whether express or implied, is granted by this Agreement or as a result of
the Services performed hereunder, except as set forth in Section 9.2 of this Agreement.
9.2 Accesso shall take title to and ownership of all intellectual property rights in any Deliverable developed by Accesso
(including w¡thout limitation, copyrights and patent rights, any invention (whether patentable or not), work of
authorship, or other intellectual property).
9.3 Notwithstanding anything contained in this Agreement and/or any Sales Order to the contrary, in the event that any
Deliverable is developed jointly by Accesso and Customer, then such Deliverable shall be owned by Accesso, and any
copyright and patent rights relating to the same shall be held in the name of Accesso. Customer hereby forever,
irrevocably and unconditionally sells, assigns, transfers and conveys to Accesso all rights, title and interest in and to any
such jointly developed Deliverable, including but not limited to all patents, copyrights, trade secrets and other intellectual
property rights therein, worldwide, without exception.
9.4 Nothing in this Agreement shall prevent Accesso from utilizing any general know-how, techniques, ideas, concepts,
algorithms, or other knowledge acquired or developed during the performance of this Agreement, on behalf of itself
and/or its other Customers. Accesso may perform the same or similar services for others, provided that any Confidential
lnformation of Customer is treated in accordance with Section 7 of this Agreement.
Except as specifically set forth in Section 9 of this Agreement, or expressly set forth in a Sales Order, Customer shall have
no rights to any intellectual property of Accesso (whether Accesso's Preexisting lntellectual Property or intellectual
property hereafter developed).
9.6 Customer agrees not to use any Software licensed by Accesso to Customer in any way beyond the scope of this
Agreement, and the License pursuant to which such Software is licensed to Customer, and to take all reasonable steps to
protect the Software and Documentation from theft or from use by others contrary to the terms of this Agreement and
the applicable Sales Order pursuant to which such Software is licensed to Customer, and not to disassemble, decompile,
or otherwise reverse engineer such Software.
10 USER ACCEPTANCE TESTING: Unless otherwise provided in a Sales Order, upon completion of the delivery and installation of the
applicable Software or any Enhancement, Accesso shall give Customer written notice that such Software or the Enhancement
materially conforms to the Documentation. Within thirty (30) days of receipt of such notice (the "Aççeple-!le-Pg-fþ-d"), Customer
must either accept the applicable Software or Enhancement, or provide Accesso with a written response detailing the areas in
which such Software or Enhancement has failed to perform materially in accordance with the Documentation (the "!EeI
Acceptance Testing"). Customer's failure to respond within the Acceptance Period will be deemed to be Customer's acceptance of
the applicable Software or Enhancement. Customer will not unreasonably withhold, delay or condition its complet¡on of User
Acceptance Testing. lf Customer provides a written response detailing areas in which the applicable Software or Enhancement has
failed to perform materially in accordance with the Documentation, within thirty (30) days of Accesso's receipt of such written
rlAFT
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response, Accesso shall perform any necessary corrections and recertify in writing to Customer that such Software materially
conforms to the Documentation, at which time the Acceptance Period will restart, and Customer shall then retest only those areas
identified and detailed in writing by Customer where the applicable Software or Enhancement failed to perform materially in
accordance with the Documentation. lf, after a reasonable number of repeated efforts, Accesso is unable to correct any material
nonconformities preventing acceptance of the applicable Software or Enhancement, Customer's sole remedy will be to accept such
Software or Enhancement and reach agreement with Accesso on an equitable adjustment to the amounts payable to Accesso
under the applicable Sales Order to reflect the reduced value of such Software or Enhancement resulting from the uncorrected
material nonconformities.
ll TAXES: Accesso shall be responsible for the proper billing and collection of any and all sales, use, value added, excise, import,
privilege or other similar taxes or payments on each invoice submitted to Customer. Customer understands that the services and
products provided are taxable for sales tax purposes under Washington state sales tax law. Customer agrees to pay such taxes as
invoiced by Accesso in full.
L2 PERSONNEL: Personnel will at all times be considered employees or agents of the party providing such personnel and will not
for any purpose be considered employees or agents of the other party. Each party shall assume full responsibility for the
actions or inactions of the personnel it provides, and shall be solely responsible for the supervision, direction, control, salaries,
workers' compensation coverage, disability and other insurance, benefits, and all other obligations required by law relating to
its personnel. During the Term of this Agreement and for a period of two (2) years thereafter, Customer shall neither solicit for
employment or engagement, nor employ or engage any employee or independent contractor of Accesso.
13 EFFECTIVE DATE, TERM, TERMINATION
13.1 Effective Date, Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated, shall
continue in full force and effect so long as at least one (1) Sales Order is in full force and effect (the "Term").
L3.2 Termination by Accesso.
L3.2.L For Cause. Accesso may terminate this Agreement or any Sales Order at any time for "cause" by giving Customer
written notice of such termination reasonably specifying the grounds therefore. For purposes of this Agreement,
"cause" shall mean (i) Customer's breach of or default under any term or provision of this Agreement, including,
but not limited to, the duty to make payments in accordance with Section 5 of this Agreement or any Sales Order,
(ii) Customer's infringement on Accesso's intellectual property (including without limitation, Accesso's Preexisting
lntellectual Property) or disclosure of Accesso's Confidential lnformation, except as provided in this Agreement,
(iii) Customer's bankruptcy or insolvency, or (¡v) Customer's filing of a petition under any bankruptcy act,
receivership statute or similar law or statute, or the filing of such a petition by any third party aga¡nst Customer, or
the making of an application for a receiver where such petition or application is not dismissed or otherwise
favorably resolved within sixty (60) days.
L3.2.2 Cure Period. With respect to a termination pursuant to Section 13.2.1, Customer shall have ninety (90) days (the
"Customer Cure Period") from the date that Customer is deemed to have received the written notice given to
Customer by Accesso pursuant to this Agreement to cure the grounds for termination described in such written
notice. This Agreement shall terminate immediately following the expiration of the Cure Period if Customer fails to
cure the grounds for termination during the Cure Period, provided, however, such cure period may be extended in
writing by Accesso for a reasonable additional period if, in the judgment of Accesso, such default is capable of
prompt cure and appropriate corrective action is instituted by Customer within the Customer Cure Period and
Customer diligently pursues such cure. lf Customer engages in conduct that is substantially similar to the conduct
for which Customer previously received written notice from Accesso pursuant to Section 13.2.1within twelve (12)
months after the day that the original written notice was given to Customer by Accesso, the termination of this
Agreement shall be effective as of the date Customer is deemed to have received the subsequent written notice
given to Customer by Accesso pursuant to this Agreement. Notwithstanding the foregoing, with respect to a
monetary default or breach, the Customer Cure Period shall be reduced to thirty (30) days, after which if such
breach or default is continuing, Accesso may elect to terminate this Agreement and/or any Sales Order or, in its
sole discretion, suspend operation of its Services until the debt is fully satisfied. Notwithstanding the foregoing, in
the event of cause pursuant to Section 13.2.1(ii) above, Accesso shall have the right to immed¡ately terminate this
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Agreement and/or any or all Sales Orders.
l3.3Termination by Customer.
13.4
13.3.1 For Cause. Customer may terminate this Agreement or any Sales Order at any time for "cause" by giving Accesso
written notice of such termination, which notice shall contain reasonable specificity of the grounds therefore. For
purposes of this Agreement, "cause" shall mean (i) Accesso's breach of or default under any term or provision of
this Agreement, (ii) Accesso's infringement on Customer's intellectual property, (including without limitation,
Customer's Preexisting Intellectual Property) or disclosure of its Confidential lnformation, (iii) Accesso's bankruptcy
or insolvency, or (iv) Accesso's filing of a petition under any bankruptcy act, receivership statute or similar law or
statute, or the filing of such a petition by any third party against Customer, or the making of an application for a
receiver where such petition or application is not dismissed or otherwise favorably resolved within sixty (60) days.
t3.3.2 Cure Period. With respect to a termination pursuant to Section 13.3.1,, Accesso shall have ninety (90) days (the
"Accesso Cure Period") from the date that Accesso is deemed to have received the written notice given to Accesso
by Customer pursuant to thls Agreement to cure the grounds for termination described in such written notice.
This Agreement shall terminate immediately following the expiration of the Accesso Cure Period if Accesso fails to
cure the grounds for termination during the Accesso Cure Period, provided, however, such cure period may be
extended in writing by Customer for a reasonable additional period il in the judgment of Customer, such default is
capable of prompt cure and appropriate corrective action is instituted by Accesso within the Accesso Cure Period
and Accesso diligently pursues such cure. lf Accesso engages in conduct that is substantially similar to the conduct
for which Accesso previously received written notice from Customer pursuant to Section 13.3.1 within twelve (12)
months after the day that the original written notice was given to Accesso by Customer, the termination of this
Agreement shall be effective as of the date Accesso is deemed to have received the subsequent written notice
given to Accesso by Customer pursuant to this Agreement.
Effect of Termination.
L3.4.L The parties acknowledge and agree that all Sales Orders shall immediately terminate upon termination of this
Agreement pursuant to this Section 13. Termination under this Section 13 will not affect payment obligations
incurred under this Agreement or any Sales Orders pr¡or to the effective date of termination, and for any Costs or
ODCs incurred, including without limitation commitments to purchase products or services from third parties
which were entered into byAccesso in the course of performance hereunder. Such Costs may include, but are not
limited to, cancellation fees, minimum consulting fees, and non-refundable charges or fees for third party products
or services. Upon termination of this Agreement or any Sales Order, Customer acknowledges and agrees that it
shall immediately deliver all amounts owed to Accesso, including but not limited to, Service Fees, Costs, ODCs, all
applicable taxes and Liquidated Damages. The termination of this Agreement or any Sales Order by either party
will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from
any liability for breach of such party's obligations under this Agreement.
13.4.2 Upon termination of this Agreement, each party shall promptly return to the other any and all personal property of
the other held by such party, provided, that Accesso shall not be required to return property of Customer held by
Accesso, if any fees required to be paid by Customer to Accesso are outstanding, and Accesso shall have a lien on
such property, to the extent of the amounts unpaid by Customer. Upon the termination of this Agreement or any
applicable Sales Order, all Licenses granted to Customer for any applicable Software shall immediately terminate.
13.5 LiquidatedDamages.
13.5.1 ln the event any Sales Order is terminated by Customer prior to the expiration of such Sales Order's lnitial Term or
any Renewal Term, then, in addition to all amounts due thereunder as of the effective date of termination,
Customer agrees to pay to Accesso the liquidated damages amount set forth in each terminated Sales Order (the
"Liquidated Damaqes"). Customer acknowledges and agrees that in the event of the foregoing termination the
ãmount of Accesso's actual damages will be incapable of precise estimation and that the Liquidated Damages
amount bears a reasonable proportion to Accesso's probable loss and is not a penalty.
14 WARRANTIES:
L4.L Accesso warrants that the Services provided under this Agreement shall be performed with that degree of skill and
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Master Agreement No. City of Kent - 2017
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judgment normally exercised by recognized professional firms performing services of the same or substantially similar
nature. The exclusive remedy for any breach of the foregoing warranty shall be that Accesso, at lts own expense, and in
response to written notice of a warranty claim by Customer within ninety (90) days after performance of the Services at
issue, shall, at ¡ts own option, either (i) re-perform the Services to conform to this standard, or (ii) refund to Customer
amounts paid for non-conforming Services. Customer's rights with respect to the foregoing warranty apply only if; (a)
Customer timely notifies Accesso of any warranty claim in writing, and (b) no act or cause beyond the reasonable control of
Accesso has occurred that was a substantial factor in causing the failure of the Services to meet the warranty terms herein.
L4.2 ACCESSO HAS NO CONTROL OVER THE CONDITIONS UNDER WHICH CUSTOMER USES THE SOFTWARE. THEREFORE,
ACCESSO DOES NOT AND CANNOT WARRANT THE RESULIS THAT MAY BE OBTAINED BY ITS USE. Accesso does, however,
provide the following warranties in connection with the applicable Software provided under this
Agreement and/or any applicable Sales Order:
L4,2.L Accesso represents and warrants that the media on which the applicable Software is recorded and delivered to
Customer, if any, is free from software viruses and defects in materials and workmanship under normal use.
Accesso represents and warrants that the applicable Software will perform in accordance with the Warranty
Standards. Accesso represents and warrants that (i) as of the Effective Date, the applicable Software provided
pursuant to the applicable Sales Order is at its current release level, and (ii) future releases of such Software will
not degrade processing performance of such Software or cause such Software to fail to comply with the Warranty
Standards.
14.2,2 Accesso will, at Accesso's sole election, either replace or repair any of the applicable Software that does not
perform in accordance with the Warranty Standards.
L4.2.3 Accesso represents and warrants to Customer that Accesso owns (and/or has appropriate licenses for) the
applicable Software and Documentation and has full power and authority to enter into this Agreement and any
applicable Sales Order.
L4.2.4 The above warranties allocate the risks between Customer and Accesso arising out of or related to failure of the
products and services provided to Customer by Accesso under this Agreement and any applicable Sales Order
(including without limitation, all Software, Services, Enhancements, Updates, Deliverables, and Documentation).
Accesso's Software and Documentation pricing reflects this allocation of risk and the limitations of liability
contained in this Agreement. The warranties set forth above are in lieu of all other express warranties, whether
oral or written.
t4.3 Accesso does not warrant that the operation of the applicable Software will be uninterrupted or error free. The warranty
does not cover any media or Documentation which has been subjected to damage or abuse by Customer. Ihe warranty
with respect to the applicable Software does not cover Software which has been altered or changed in any way by
anyone other than Accesso or as authorized by Accesso. Accesso is not responsible for any problems caused by a change
in the operating characteristics of the computer hardware or operating system that is made after the Acceptance Date.
Accesso is not responsible for any problems that occur as a result of the use of the applicable Software in conjunction
with non-Accesso software, other than software specified in the applicable Sales Order pursuant to which such Software
is licensed to Customer.
T4.4 ACCESSO SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES
THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. ACCESSO FURTHER DISCLAIMS ALL EXPRESS,
STATUTORY AND IMPLIED WARRANTIES APPLICABLE TO PRODUCTS OR SOFTWARE WHICH ARE OBTAINED BY CUSTOMER
AND NOT MANUFACTURED OR DEVELOPED BY ACCESSO. THE ONLY WARRANTIES APPLICABLE TO PRODUCTS OR
SOFTWARE NOT MANUFACTURED OR DEVELOPED BY ACCESSO SHALL BE THE WARRANTIES, IF ANY, OF THE
MANUFACTURER OR DEVELOPER OF THOSE ITEMS, AND UNDER NO CIRCUMSTANCES SHALL ACCESSO HAVE ANY
LIABILITY FOR ANY LOSS, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR
IN CONNECTION WITH THE USE OF PRODUCTS OR SOFTWARE NOT MANUFACTURED OR DEVELOPED BY ACCESSO.
t4.5 Customer represents and warrants to Accesso that (i) Customer has the right to use, disclose and disseminate to Accesso
the intellectual property, (including without limitation, Preexisting lntellectual Property), Customer Data, information,
specifications and data that it has provided or will provide to Accesso, including but not limited to, all Product
Master Agreement No. City of Kent - 2017
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information, in order for Accesso to perform the Services and to create the Deliverables, if any, identified in each Sales
Order, (ii) Customer has a duly executed and enforceable license for Customer's and Accesso's possession and use of all
intellectual property belonging to a third party and provided to or made available to Accesso by Customer or by any third
party on behalf of or for the benefit of Customer in connection with this Agreement and/or any applicable Sales Order,
and (iii) Accesso's possession and use of the intellectual property (including without limitation Customer's Preexisting
lntellectual Property), Customer Data, information, specifications and data provided to or made available to Accesso by
Customer or by any third party on behalf of or for the benefit of Customer in connection with this Agreement and/or any
applicable Sales Order will not constitute an infringement upon any copyright, trademark, trade secret, or other
intellectual property right of any third party.
15 LIMITATION OF TIABILITY:
15.1 Accesso's total liability to Customer for all liabilities, claims or damages arising out of or relating to this Agreement,
regardless of cause or the legal theory asserted, including breach of contract or warranty, tort, negligence, strict liability,
statutory liability or otherwise, shall not, in the aggregate, exceed two hundred percent (20O%) of the amount actually
paid to Accesso under the subject Sales Order for the twelve (1-2) month period immediately preceding such liability,
claim, or damage. Any claim by Customer against Accesso relating to this Agreement, other than in warranty, must be
made in writing and presented to Accesso within one (1) year after the earlier of: (i) the date on which the Customer
accepts the Deliverable(s) at issue; or (i¡) the date on which Accesso completes performance of the Services at issue.
L5.2 UNLESS EXPRESSLY SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST
REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OR EQUIPMENT DOWN TIME, AND LOSS OF OR CORRUPTION TO
DATA) OR pUNtTtVE DAMAGES ARIS|NG OUT OF OR RELATTNG TO TH|S AGREEMENT, REGARDLESS OF LEGAL THEORY
UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSS.
L6 INDEMNITY:
L6.t Accesso will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a
third party alleging that the applicable Software infringes a United States patent or United States copyright (each a "Claim
Against Customer"), and will indemnify Customer from any damages, attorneys' fees, and costs finally awarded against
Customer as a result of, or for amounts paid by Customer, under a settlement approved by Accesso in writing, of a Claim
Against Customer, provided Customer (i) promptly gives Accesso written notice of the Claim Against Customer, (ii) gives
Accesso sole control of the defense and settlement of the Claim Against Customer (except that Accesso may not settle
any Claim Against Customer unless it unconditionally releases Customer of all liability), and (iii) gives Accesso full
information, and assistance in settling and/or defending the Claim Against Customer. The foregoing obligations shall not
apply to the extent a Claim Against Customer arises as a result of (a) modifications to the applicable Software made by
any party other than Accesso or Accesso's authorized representat¡ves, or (b) Customer's breach of this Agreement, any
applicable Sales Order, and/or any Documentation. Customer shall not settle or compromise any such claim or suit,
except with prior written consent of Accesso. Accesso shall not be liable for any costs or expenses incurred by Customer
without Accesso's prior written authorization or for any claim based on the use or combination of the applicable Software
with any other software not provided by or through Accesso.
L6.2 ln the event any such Claim Against Customer is brought or threatened, without l¡miting the foregoing, Accesso may, at
its sole option and expense (i) procure for Customer the right to continue use of the applicable Software, or infringing
part thereof, on commercially reasonable terms, (ii) modify or amend the applicable Software, or infringing part thereof,
or replace the applicable Software, or infringing part thereof, with other software having substantially the same or better
capabilities, or (iii) if Accesso reasonably determines that neither of the foregoing is commercially practicable, Accesso
may, upon written notice to Customer, terminate this Agreement and/or the applicable Statement(s) of Work at ¡ssue
(including any License granted thereunder), in which event each party will be released from any further obligation to the
other under the terminated Agreement and/or Statement(s) of Work, except for the obligations that survive termination,
so long as Accesso refunds to Customer any prepaid Support Services Fees covering the remainder of the term of any
support services so terminated. THE FOREGOING STATES THE ENTIRE LIABILITY OF ACCESSO, AND THE SOLE REMEDY OF
CUSTOMER WITH RESPECT TO INFRINGEMENT.
16.3 Customer shall indemnify, defend, and hold Accesso, its Affiliates, and their respective shareholders, members, directors,
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managers, officers, employees, independent contractors, agents, and assigns harmless from and against any claims,
liability and costs incurred by Accesso to the extent that such claims, liability or costs result from or arise in connection
with (i) Customer's breach or alleged breach of its covenants, warranties and representations set forth in this Agreement
or any Sales Order, (ii) a third party alleging that any intellectual property (including, without limitation Customer's
Preexisting lntellectual Property) or Product information provided to or made available to Accesso by Customer or by any
third party on behalf of or for the benefit of Customer in connection with this Agreement and/or any applicable Sales
Order infringes a patent, trademark, copyright or other intellectual property right of any third party, or (iii) any claims by
third parties that arise out of or relate to Customer's performance or nonperformance under this Agreement or any Sales
Order.
t7 NON-WAIVER OF RIGHTS; EXPANSION OF RIGHTS: The failure of either party to insist upon performance of any provision of
this Agreement, or to exercise any right, remedy or option provided herein, shall neither be construed as a waiver of the right to
assert any of the same or to rely on any such terms or provisions at any time thereafter, nor in any way affect the validity of this
Agreement, however, Accesso may, in its sole discretion, increase Customer's rights under this Agreement or any Sales Order
from time to t¡me. Customer understands, acknowledges, and agrees that any such increase in rights shall not modify the terms
and provisions of this Agreement or any Sales Order, nor establish a course of conduct that affects the enforceability of the
written agreement between the parties contained in this Agreement and/or any Sales Order.
18 SEVERABILITY: lf any covenant, condition, term, or provision contained in this Agreement is held or finally determined to be
invalid, illegal, or unenforceable in any respect, in whole or in part, such covenant, condition, term, or provision shall be severed
from this Agreement, and the remaining covenants, conditions, terms and provisions contained herein shall continue in force
and effect, and shall in no way be affected, prejudiced or disturbed thereby.
19 INTERPRETATION; CONFIICTING PROVISIONS: The headings used in this Agreement are solely for the convenience of the
parties, and the text of this Agreement shall govern in the event of any conflict or ambiguity. Each party has contributed to the
drafting of this Agreement and the language used in this Agreement has been chosen by the parties hereto to express the¡r
mutual intent. Consequently, no term or condition contained in this Agreement shall be construed against any party hereto on
the ground that such party drafted the term or condition or caused the term or condition to be drafted. This Agreement and all
Sales Orders and Statements of Work are intended to be read and construed in harmony with each other, but in the event of a
conflict between any provision in this Agreement, or any Sales Order or Statement of Work, the order of precedence shall be as
follows: the terms, provisions, and conditions of the Agreement, followed by the terms, provisions, and conditions of the
applicable Sales Order, followed by the terms, provisions, and conditions of the applicable Statement of Work.
20 ASSIGNMENT: Customer may not sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under
this Agreement or any Sales Orders issued hereunder without the prior wr¡tten consent of Accesso, which consent shall not be
u nreasonably withheld.
2l APPLICABIE LAW: This Agreement shall be governed by and construed under the laws of the State of Washington, without
regard to its laws relating to conflict or choice of laws. The exclusive jurisdiction and venue for any action to enforce or
interpret the provisions of this Agreement or any Sales Order shall be brought in the applicable state or federal court having
jurisdiction over King County, Washington. Each party agrees that neither will assert in any such action, suit, or proceeding that
it is not personally subject to the jurisdiction of such court, that the action, suit, or proceeding is brought in an inconvenient
forum, and/or that the venue of the action, suit, or proceeding is improper.
22 DISPUTES: ln the event of any dispute, controversy or claim arising under or in connection with this Agreement (the "gj!pule"),
then upon the written request of either party, each of the parties will appoint a designated senior business executive to work
together for the purpose of endeavoring to resolve the Dispute. The designated executives will confer as often as the parties
reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which
the parties reasonably believe to be appropriate in connection with its resolution. Such executives will discuss the Dispute and
negotiate in good faith in an effort to resolve the Dispute without resorting to formal proceedings. The specific format for such
discussions will be left to the discretion of the parties. No formal proceedings for the resolution of the Dispute under this
Section 22 may be commenced until the earlier to occur of (i) a good faith mutual conclusion by the designated executives that
an amicable resolution through continued negotiation of the matter in issue does not appear likely, or (ii) the thirtieth (:O'h) day
after the initial request to negotiate the Dispute. Any Dispute, arising under, out of, in connection with, or in relation to this
Agreement or any Sales Order, if not resolved informally through negotiation between the parties, will be resolved by final and
Master Agreement No. City of Kent - 2017
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binding arbitration conducted in accordance with and subject to the Commercial Arbltration Rules of the American Arbitration
association ("AAA") then applicable. Two (2) arbitrators will be selected by the parties' mutual agreement or, failing that, by the
AAA. The arbitrators will each be lawyers with at least ten (10) years of legal experience in the fields of software and
information technology. The arbitrators will allow such discovery as is appropriate and consistent with the purposes of
arbitration in accomplishing fair, speedy, and cost effective resolution of disputes. The arbitration will be conducted under the
Federal Rules of Civil Procedure then in effect. Other than those matters involving injunctive relief or any action necessary to
enforce the award of the arbitrator, the parties agree that the provisions of this Section 22are a complete defense to any suit,
action, or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute. Nothing in
this Section 22 prevents the parties from exercising their rights to terminate this Agreement in accordance with the provisions
contained herein.
23 FORCE MAJEURE: Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to
the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God,
acts of a public enemy, fires, floods, terrorism, wars, civil disturbances, sabotage, accidents, insurrections, blockades,
embargoes, storms, explosions, acts of any governmental body, failure or delay of third parties or governmental bodies from
whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor,
materials, equipment, or transportation (collectively, a "Force Maieure Event"). Each party shall use its reasonable efforts to
minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure Event.
24 COUNTERPARTS; FACSIMIIE SIGNATURES: This Agreement may be executed in multiple counterparts but such multiple
counterparts shall constitute a single agreement. Facsimile signatures shall be binding upon the parties.
25 NOTICES: All notices required or permitted under this Agreement shall be in writing and shall be given by personal service, or
by U.S. Certified Mail, postage prepaid, return receipt requested, or by nationally recognized overnight mail service/courier with
delivery confirmation, to the other party at its respective address set forth in the preamble hereof. Notices shall be deemed to
be given upon actual receipt or refusal by the party to be notified. A party may change its address or addresses for notice by
giving the other party notice of the change in accordance with the provisions of this Sect¡on 25.
26 REIATIONSHIP OF PARTIES; PERFORMANCE OF OBIIGATIONS: Accesso is an independent contractor in all respects with regard
to this Agreement. Nothing contained in this Agreement shall: (i) authorize or empower either party to act as partner or agent
of the other party in any manner; (ii) authorize, or empower or deem one party to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of any other party; or (iii) authorize, empower or
deem a pârty to bind any other party in any manner or make any representation, warranty, covenant, agreement, or
commitment on behalf of any other party. Customer understands, acknowledges and agrees that Accesso may discharge all and
any of its duties and/or obligations under this Agreement, any Sales Order and/or any Statement of Work through one (1) or
more Affiliates of Accesso.
27 ENTIRE AGREEMENT: This Agreement, including any Sales Orders, Statements of Work, and other ancillary documents issued
hereunder and incorporated by reference, constitutes the entire agreement and understanding between the parties and
supersedes and replaces any and all prior or contemporaneous proposals, agreements, understandings, commitments or
representations of any kind, whether written or oral, relating to the subject matter contained in this Agreement.
28 SURVIVAL: Sections 2,5,7,9,!!,!2,L3,!4.4,15, L6, 17,2!,22,23,24,25,26,27, this Section 28 and Section 31 hereof shall
survive the termination of this Agreement and continue in effect, unless a specific term of survival ¡s listed in a separate Sales
Order. This Section 28 shall inure to the benefit of and be binding upon the parties, their successors, and permitted assigns.
29 ADMINISTRATION: Documents generated under this Agreement by either party shall be written in the English language. Any
dispute which should arise between the parties in relation to this Agreement including concerning its validity, effectiveness,
execution, interpretation and termination shall be referred for resolution in the English language.
30 MISCELTANEOUS: Time is of the essence in the performance of this Agreement and any Sales Order and/or Statement of Work.
This Agreement is entered into solely for the benefit of Accesso and Customer and does not create, and shall not be construed
as creating, any rights or interests enforceable by any person not a party to this Agreement. This Agreement may be modified,
or part or parts hereof waived, only by an instrument in writing specifically referencing this Agreement and signed by an
authorized representative of both parties.
I,Ï /A F TI
Master Agreement No. City of Kent - 2017
L2
18
lN WITNESS WHEREOF, Accesso and Customer have executed this Agreement by their duly authorized reprqsentatives to be
effective as of the Effective Date set forth in the preamble hereof.
ACCESSO CUSTOMER
By:
Name:
Title:
By:
Name:
Title:
MAFIIü
Master Agreement No. City of Kent - 2017
13
19
EXHIBIT A
TRAVEL AND LIVING REIMBURSEMENT POTICY
ln an effort to control costs incurred by Customer through Accesso's travel related expenses, Accesso has established
limitations, for reimbursement by Customer of Accesso's travel related expenses as follows:
ln accordance with the table above, Accesso shall provide an invoice to Customer, and Customer shall reimburse Accesso for
all travel related expenses incurred by Accesso. Customer shall make such reimbursement to Accesso in accordance with the
terms set forth in Section 5 of the Agreement.
ì'L;1 lÅ\ lï "n'
Lril ljil l:' [J
L
Airfare
Actual/reasonable cost (recei pt required)Coach class
Lodging Actual/reasonable cost for the destination city and
shall be no greater than a three-star-hotel
Parking Fees Actual/reasonable cost (receipt required)
Meals and lncidental S75.00 USD/day (meals, tips, etc.) (receipt required)
Mileage
Established IRS ratePersonal Auto Mileage
Transportation
Taxi, Bus, Train, etc.Actual/reasonable cost (receipt required)
Actual/reasonable cost (receipt required)Rental Car
Refueling Actual/reasonable cost (receipt required)
Labor Rates Hourly Rate established in any Sales Order
N/ATravel Time
Client Cancellation of Scheduled Trip
Airfare (Refundable)Actual/reasonable cost (receipt required)
Non-refundable airfare Actual/reasonable cost (receipt required)
Other Prepaid Travel Costs Actual/reasonable cost (receipt required)
Dailv Rate of onsite resourceLabor (Less than 7 days notice)
Expense Reimbursable Amount
Master Agreement No. City of Kent - 20L7
20
*-laa
91
ßn'*''!_*
--ori'
Brea kth rou g h Tech nology
for a World of Possibilities
accesso Proposal for
ShoWare Center
accesso.
Ä
\[n-'
a-
21
accesso Proposal for
ShoWare Center
accesso"
Prepored For:
Tim Higgins
Kent, Washington 98032
United States
Presented By:
George Hambleton
Sales Director
(s7s) 7s1_-82s3
george.ham bleton @accesso.com
Confidential/Trade Secrets for the Express use of the ShoWare Center 2
22
lntroduction
At occesso@ we believe technology has the power to redefine the guest experience. We've taken
decades of experience in the cultural, global leisure and entertainment markets and developed
innovative ticketing and queuing solutions that our clients trust to improve the guest experience
and drive more revenue at their venues around the globe.
We believe our occesso SiriusworéM point-of-sale solution to be a best fit to provide improved
guest service, increased efficiency and streamlined operations. With that in mind, the solution
implemented must not only be of the highest quality and represent the latest in technology, but
should also be flexible to meet the changing needs of your Live Entertainment. Our flexible
system architecture allows you to configure the software according to your operational
preferences.
occesso, publiclytraded on the London Stock Exchange (AlM:ACSO), has been providing cutting
edge ticketing, point-of-sale and queuing solutions to a variety of businesses for over two
decades. Over 900 clients world-wide currently utilize our comprehensive solutions. accesso's
products and services support a wide variety operations including zoos, aquariums, museums, ski
resorts, theme and water parks, concert venues, observation decks and sporting events.
occesso employs 350 staff members around the globe. Many of our team members come from
backgrounds working within the attractions and cultural industry. ln this way, we are
experienced operators who run a technology company serving attractions operators, versus a
technology company that happens to serve the Live Entertainment market. Our staff
understands the day-to-day operations of managing complex venues and the specific challenges
this creates. As a result, we differentiate ourselves through unsurpassed client support, value-
oriented software solutions, management expertise and user friendly applications that are in a
class of their own. Everything we do helps our clients to focus on what they do best, provide
outstanding experiences for their visitors.
We strongly believe that we are the best fit partner long term - by meeting the ShoWare
Center's specific needs today, and more importantly, focused on delivering solutions that
address the needs of tomorrow. Our fully integrated retail and F&B solutions are specifically
designed forthe attraction industry, and ourvendor/client partnership is unique in a market
dominated by legacy software providers. We have outlined details concerning the proposed
solution and pricing for your project below.
Confidential/Irade Secrets for the Express use of the ShoWare Center 3
23
Project Quotation Summary
accesso's quotation is based on the anticipated system requirements from our current
understanding of your project's needs. We look forward to continuing the conversation and
adjusting the scope of work to ensure that our solutions are delivering you the very best value
accesso Striusware Preltminary Quote
Software:
Hardware:
lmplementation & Training (170 hours):
accesso Software Discount - Overall:
occesso Software Discount - Retail:
ESTIMATED PACKAGE TOTAL BEFORE SALES TAX:
s147,500.00
S168,699.58
S zr,zso.oo
s(57,600.00)
$(3,500.00)
*5276,349.58
*10% sales tax of 527,634.95 shall apply
occesso Softwa re Discount : 567,700.00
The accesso software discount represents 40% off of all occesso Siriusware software license fees,
with the exception of the retail module which is discounted in full, and is being offered tothe
Showare Center as part of our long term working relationship'
occesso Siriuswaré AnnualTechnical Support:526,550.00 (plus 10% sales tax of 52,655.00)
accesso Siriusware Annual Technical Support is free for the first year you use our software;
includes 24/71365 support, access to all online documentation and any updates/upgrades to our
software. This amount is charged annually beginning one year from the date of implementation'
e cce sso I m pl e me ntati o n & Tra i ni ng I nfo rm oti on :
We only bill for the actual implementation hours used, so remember that the amount is only an
estimate. Those hours will be billed after the implementation is completed. Travel costs and
expenses are included in the estimation of hours shown above and will be covered by øccesso
Siriusware for 2 trips; the initial onsite and the go-live visit. lnstallation of accesso hardware and
software will also be performed by occesso Siriusware.
Confidential/Trade Secrets for the Express use of the ShoWare Center 4
24
Additional lnformation:
Software Package:
The software package includes all the functional elements to configure and offer the venue's
products and services, and report on all transactions and system activities.
P rofe ssio n ø I Se rvi ce s :
All services including (but not limited to) lmplementation, Training, Professional Services and
eCommerce customizations are billed monthly as incremental work is completed.
Additional Training
Full Certification and advanced training for the software can be obtained at the Annual occesso
Siriusware User's Seminar and Conference. Attendance is strongly recommended (The next
session is September 1,6-23,20L7. Please contact accesso for more details.)
Credit Card Processing Hardware, \oftwore, ond Processing
occesso Siriuswore does not provide credit card hardware, software or processing services, The
Showare Center has been provided information from US Bank/Elavon to provide these services
Confidential/Trade Secrets for the Express use of the ShoWare Center 5
25
accesso Striusware Ticketing Detailed So-ftware Quote: 16982
Quantity Product Name Unit Price Total Price
42 Workstation - F&B Quick Service S2,ooo.oo S84,ooo.oo
4 Workstation - F&B Quick Service s2,000.00 $8,ooo,oo
6 Workstation - F&B Quick Service s2,oo0.oo s12,oo0.oo
2 Workstation - F&B Quick Service s2,ooo.oo s4,ooo.o0
5 Workstation - F&B Quick Service S2,ooo.oo Slo,ooo.oo
1"Workstation - Retail s3,ooo.oo $3,000.00
2 Workstation - Standard S4,ooo.oo 58,ooo.oo
T accesso Siriusware Core 510,000.00 s10,000.00
1,F&8, Quick & Table S2,5oo.oo S2,5oo.oo
t ln-House Cards/Gift Cards s2,5oo.oo s2,5oo.oo
1,Retail S3,5oo.oo S3,5oo.oo
Subtotal Si.47,5oo.oo
1,Software Discount - Overall (s57,600.00)($s7,600.00)
1 Software Discount - Retail (5:,soo.oo¡(s3,5oo.oo)
Total
S86,40o.oo
Confidential/Trade Secrets for the Express use of the ShoWare Center 6
26
accesso Siriusware Hordwure Quote: 15148
Quantity Product Name Product Description Unit Price Total Price
1
SQL Server - Dell 620 - I
Core
SQL Server - Dell
PowerEdge 620
lntel@ Xeon@ E5-2667 v2
3.30GH2, 8 Core
32GB RDIMM Memory
Windows Server@
20L2,Standard Ed
RAID 5 with Four 500c8
Hot Swap Hard Drives
2 X Hot-plug, Redundant
Power Supply,495W
3Yr Basic Hardware
Warranty Repair
S5,598.40 S5,598.40
4
SQL SERVER 201.4
STANDARD 2 CORE
LICENSE
SQL SERVER 2014
STANDARD 2 CORE
LICENSE
*Microsoft requires a
minimum purchase of 4
cores*
S3,039.i.5 S12,156.60
L
Middleware Server - Dell
620 - 4 Core
Middleware Server - Dell
PowerEdge 620 lntel@
Xeon@ E5-2667 v2
3.30GH2, 4 Core L6GB
RDIMM Memory Windows
Server@ 20L2,Standard Ed
3Yr Basic Hardware
Warranty Repair
$3,¿zs.oo $3,¿zs.oo
Server Components
Confidential/Trade Secrets for the Express use of the ShoWare Center 7
27
562,4s4.00s1,487.00
l-5 inch, lntel@ Core i-3
3220,3.3GH2,4G8 DDR3
SO-DIMM RAM, WIN 10.64
bit, Projected Capacitive
Touch.
42
xT4015 1_5 rNCH - ¡3 -
4GB Memory - Windows
1_0
57,477.2651_78.03
POSIFLEX, SERVICE,
ADVANCE EXCHANGE
WARRANTY, 3 YEAR, FOR
XT4O1.5 SERIES
42
POSIFLEX, SERVICE,
ADVANCE EXCHANGE
WARRANTY, 3 YEAR, FOR
XT4O1.5 SERIES
s70,oo s2,940.00
POSIFLEX, MSR, 3 TRACK,
ENCRYPTION CAPABLE,
USB WITHOUT FP READER,
FOR GENERAL PAYMENT
PROCESSORS, FOR XT
SERI ES
42
POSIFLEX, MSR, 3 TRACK
FOR XT SERIES
59,240.00s220.00
POSIFLEX, CUSTOMER
DISPLAY, 9.7IN SECONDARY
DISPLAY FOR XT SERIES
42
POSIFLEX, CUSTOMER
DISPLAY,9.7IN
SECONDARY DISPLAY
s10,443.30Sz¿s.os
APG Series 100 Cash
Drawer -USB - Black -
Adjustable Media Slot, ,LG
lnch x 16 lnch
42
APG Series 1-00 Cash
Drawer -USB - Black -
Adjustable Media Slot,
,16 lnch x l-6 lnch
5264.28 $11,099.76
ZEBRA, DS43OB, 2D
STANDARD RANGE
IMAGER, USB KIT,
INCLUDES SCANNER AND 7
FOOT STRAIGHT CABLE
42
ZEBRA, DS43O8, 2D
STANDARD RANGE
IMAGER, USB KIT,
INCLUDES SCANNER AND
7 FOOT STRAIGHT CABLE
5234,2s 55,622.00
Receipt Printer - Star TSP
L43 - USB - Black - lncludes
Power supply
STAR M ICRON ICS, TSP]-43U
GRY, THERMAL, PRINTER, 2
COLOR, CUTTER, USB,
GRAY, Built-ln POWER
SU PPLY
24
Receipt Printer - Star TSP
143-USB-Black
Confldential/Trade Secrets for the Express use of the ShoWare Center 8
28
4 Partner Tech EM-300 1-0
INCH Window 10 Tablet
PartnerTech EM-300 10
INCH Window 10 Tablet
,4G8,64G8. 3 Track MSR,
2D Bar Code Scanner
Wireless, Bluetooth,
Battery, Power Adaptor,
Hand Strap
5t,zz7.oo 54,908.00
4 Partner Tech EM-300
Base
Partner Tech EM-300 Base
- 4USB, 4 COM, L Ethernet
SzEg.oo ses6.00
4 TWO YEAR NO FAULT
DEPOT WARRANTY FOR
EM-300
TWO YEAR NO FAULT
DEPOT WARRANTY FOR
EM-300
s323.00 5t,zgz.oo
4 Star SM-T301- 3 inch
RUGGED PORTABLE
PRINTER - Bluetooth
STAR MICRONICS, MOBILE
PRI NTER, SM-T3OO-D85O,
PORTABLE THERMAL,
RUGGED 3'" ANDROID,
WINDOWS,
BLU ETOOTH/SERIAL, G RAY,
NO MSR, TEAR BAR,
INCLUDES AC ADAPTER,
BELT CLIP, BATTERY PACK
S414.oo St,oso.oo
Food and Beverage Concessions Wireless
Confidential/Trade Secrets for the Express use of the ShoWare Center 9
29
57,362.005t,2z7.ooPartnerTech EM-300 10
INCH Window 10 Tablet
,4G8,64G8, 3 Track MSR,
2D Bar Code Scanner,
Wireless, Bluetooth,
Battery, Power Adaptor,
Hand Strap
6 PartnerTech EM-300 10
INCH Window 10 Tablet
Si_,434.00s239.00Partner Tech EM-300 Base
- 4USB, 4 COM, L Ethernet
6 Partner Tech EM-300
Base
51,938.00s323'.00TWO YEAR NO FAULT
DEPOT WARRANTY FOR
EM-300
6 TWO YEAR NO FAULT
DEPOT WARRANTY FOR
EM-300
52,484.00íqu.ooStar SM-T301- 3 inch
RUGGED PORTABLE
PRINTER - Bluetooth
STAR MICRONICS, MOBILE
PRI NTER, SM-T3OO-D85O,
PORTABLE THERMAL,
RUGGED 3"; ANDROID,
WINDOWS,
BLU ETOOTH/SERIAL, G RAY,
NO MSR, TEAR BAR,
INCLUDES AC ADAPTER,
BELT CLIP, BATTERY PACK
6
Food and Beverage Suites Wireless
Confidential/Trade Secrets for the Express use of the ShoWare Center 1 0
30
5
xT4015 15 tNCH - i3 -
4GB Memory - Windows
1_0
l-5 inch, lntel@ Core i-3
3220,3,3GH2,4G8 DDR3
SO-DIMM RAM, WIN T0-64
bit, Projected Capacitive
Touch.
51.,487.00 S7,¿35.00
5
POSIFLEX, SERVICE,
ADVANCE EXCHANGE
WARRANTY,3 YEAR, FOR
XT4O15 SERIES
POSIFLEX, SERVICE,
ADVANCE EXCHANGE
WARRANTY, 3 YEAR, FOR
XT4O1.5 SERIES
S178.03 Ss9o.1s
5
POSIFLEX, MSR, 3 TRACK
FOR XT SERIES
POSIFLEX, MSR, 3 TRACK,
ENCRYPTION CAPABLE,
USB WITHOUT FP READER,
FOR GENERAL PAYMENT
PROCESSORS, XT SERIES
570.00 Ssso.oo
5
POSIFLEX, CUSTOMER
DISPLAY, 9,7IN
SECONDARY DISPLAY
POSIFLEX, CUSTOMER
DISPLAY, 9.7IN SECON DARY
DISPLAY FOR XT SERIES
S22o.oo $t,too.oo
5
APG Series 100 Cash
Drawer -USB - Black -
Adjustable Media Slot,
,1-6 lnch x l-6 lnch
APG Series 1-00 Cash
Drawer -USB - Black -
Adjustable Media Slot, ,16
lnch x 16 lnch
s24S.6s sr,243.25
5
ZEBRA, DS43O8, 2D
STANDARD RANGE
IMAGER, USB KIT,
INCLUDES SCANNER AND
7 FOOT STRAIGHT CABLE
ZEBRA, DS43O8, 2D
STANDARD RANGE
IMAGER, USB KIT,
INCLUDES SCANNER AND 7
FOOT SÏRAIGHT CABLE
s264.28 5t,32t.+o
Food and Beverage Bars Standard
5
Receipt Printer - Star TSP
L43-USB-Black
Receipt Printer - Star TSP
L43 - USB - Black - lncludes
Power supply STAR
M ICRON ICS, TSP143 U GRY,
THERMAL, PRINTER, 2
COLOR, CUTTER, USB,
GRAY, Built-ln POWER
SU PPLY
5234.2s 5r,r71..2s
Confidential/Trade Secrets for the Express use of the ShoWare Center 'l 'l
31
s1,487.00 s1,487.00
1-5 inch, lntel@ Core i-3
3220,3.3GH2, 4GB DD R3 SO-
DIMM RAM, WIN ].0-64 bit,
Projected Capacitive Touch.
1,
xr4015 15 INCH - i3 - 4GB
Memory - Windows l-0
Si_78.03 $178.03
POSI FLEX, SERVICE, ADVANCE
EXCHANGE WARRANTY, 3
YEAR, FOR XT4O15 SERIES
1
POSI ILEX, SERVICE, ADVANCE
EXCHANGE WARRANTY, 3
YEAR, FOR XT4O15 SERIES
$7o.oo s70.00
POSIFLEX, MSR, 3 TRACK,
ENCRYPTION CAPABLE, USB
WITHOUT FP READER, FOR
GENERAL PAYMENT
PROCESSORS, FOR XT SERIES
POSIFLEX, MSR, 3 TRACK FOR
XT SERIES
1
5220.00 s220.00
POSIFLEX, CUSTOMER
DISPLAY, 9.7I N SECON DARY
DISPLAY FOR XT SERIES
T
POSIFLEX, CUSTOMER
DISPLAY, 9.7I N SECON DARY
DISPLAY
s248.6s Sz¿s.os
APG Series 1-00 Cash Drawer -
USB - Black - Adjustable Medía
Slot, ,16 lnch x L6 lnch
t
APG Series L00 Cash Drawer -
USB - Black - Adjustable Media
Slot, ,16 lnch x l-6 lnch
5264.28Szaq.ze
ZEBRA, DS43O8, 2D STANDARD
RANGE IMAGER, USB KIT,
INCLUDES SCANNER AND 7
FOOT STRAIGHT CABLE
1,
ZEBRA, DS43O8, 2D
STANDARD RANGE IMAGER,
USB KIT, INCLUDES SCANNER
AND 7 FOOT STRAIGHT CABLE
5234.2s$zz+.zs1.
Receipt Printer - Star TSP 1-43 -
USB - Black
Receipt Printer - Star TSP 1-43 -
USB - Black - lncludes Power
supply
STAR M ICRON ICS, TSP143U
GRY,
THERMAL, PRINTER, 2 COLOR,
CUTTER,
USB, GRAY, Built-ln POWER
SUPPLY
Total s168,699.58
Retail Team Store
Confidential/Trade Secrets for the Express use of the ShoWare Center 12
32
Kiosk and/or Customer Displays:
lfthe proposal above includes a Kiosk and/or Customer Display please budget for the associated Professional Services
customizationsbelow. Uponapproval ofthisproposal,aworkorderscopewill berequestedonyourbehalfforyourreviewand
approval including final costs and delivery dates.
Secondary Display Skinning Pack - Up to 6 hours, S1,500.00
Kiosk Skinning Pack - Up to L0 hours, $2,500.00
Please be advised of the following accesso Siriusware policies
Deposit Policy:
A 50% deposit is required for hardware orders w¡th the balance due upon delivery to the COMPANY or to accesso Siriusware for
configuration.
Return Policy:
25 day replacement for DOA hardware - must be returned in original boxes to location specified by accesso. After 25 days,
manufacturer warranty service applies. Defective units must be returned to the manufacturer under their warranty and RMA
policies. Non-defective hardware returned after 25 days are charged a l-5% restocking fee. No returns will be accepted after 30
days.
Shipping Policy:
US Clients: 3% of order total minus warranty contracts and service
Canadian Clients: L5% of order total m¡nus warranty contracts and service. This includes all GST and HST taxes
Ticket orders: L3% of order total for freight shipping.
Card orders: 4o/o of order total for shipping
Hardware Support Policy: accesso makes every attempt to recommend the appropriate hardware. However, accesso cannot
Suarantee compatibility of the hardware with your computers and operating systems, accesso Siriusware's software, or future
computers and operating systems. lf the hardware is listed on the accesso Siriusware Hardware Compatibility list, accesso, to the
best of its knowledge, believes the hardware is compatible with accesso Siriusware products. accesso will work closely with you
to resolve any issues with your hardware purchase. However, ¡f we cannot resolve the issue quickly, we will refer you to the
hardware manufacturer who provides hardware support for their product.
Confidential/Trade Secrets for the Express use of the ShoWare Center 1 3
33
Software Module Summary
¡.ftäcc€sso
SlruuswARE.
qccesso Siriuswore provides excellence in retail, food and beverage, and guest management
solutions offering all essential features required for every point-of-sale throughout your venue
We suggest the followin I occesso products for your project:
Module Description
Charge Cards
Food Service
ln-House Cards
Memberships and Passes
Professional Services
Reporting
Retail
Ticketing
lntegrated credit card processing provides faster
transactions for your guests and a more efficient day-
end reconciliation process for your site.
Both Quick Service and Bar Service modules provide
features such as remote kitchen printing, check splitting,
tipping, and other food service industry features.
Fully integrated stored value/gift card module'
Creates, manages and tracks
mem ber/passholder:/season ticket holder entitlements.
Custom work provided by occesso for custom
enhancements, eCommerce module customization and
any necessary data migration work.
Financial and performance reporting tools.
Selling, tracking, and management of retail products can
be integrated with third party packages for advanced
inventory management.
The core of the accesso Siriusware ticketing solution,
allows for the creation of tickets, events, and capacity
controlled products. lntegrated, compliant, credit card
processing eliminates double entry and mistakes.
Designed to be extremely fast and intuitive for
operators.
Confidential/Trade Secrets for the Express use of the Showare Center 1 4
34
occesso Siriusware integration with occesso Showare
An important aspect of this proposal is the integration between occesso Siriusware and occesso
ShoWore. Based on our conversations, we would approach this incrementally. The first iteration
would focus on allowing a ticket to be used for discounts, season ticket holder benefits,
promotions and in-house debit functionality. Once we see some positive KPls, we can explore
other options for integratíon.
Confidential/Trade Secrets for the Express use of the ShoWare Center 1 5
35
accesso Cl ient Testimonials
accesso's relationship with our clients doesn't stop with the implementation. Our technical
support, training and professional services will help you maximize your organization's investment
and provide exceptional experiences for your guests'
The Accesso team is a winning combination for Holiday World & Splashin'
Safari. After more than two decades as a client of Accesso Siriusware
ticketing solutions, we were delighted to experience the synergy created
this year when we added the Accesso Passport eCommerce solution to
'Iffivl*u'o$ñøMm,
provide our guests with a fully integrated, real-time online purchasing system. This developed a
simplified, user-intuitive process for purchasing tickets, season passes and cabanas without ever
leaving the Holiday World website. Combining the benefits of Accesso Siriusware and Accesso
Passport has allowed us to spend less time trouble-shooting online sales issues and more time
serving our guests - all while seeing a 35% increase in online ticket sales during our peak season.
-Eric Snow, Vice President
occesso products and services can be found supporting the POS needs of many high-quality
leisure market business, such as:
M ffi t0NGwooD
GART}EHS
snowb]d\/"
ÍVlnmmoth
I
),\expl ratorium"
Ih:¡rrrFordlìIu¡cun¡
t-ø4i
Nr\TlONr\1.
ACIJÂI?IIJNI
tN t3Àl.TlNrcl?li
( ,utxlt r j I 1, | ñ1t l\ t,t lt\{ s
I t-rF 1"1-¡ttt ( JR(lf I
Confidential/Trade Secrets for the Express use of the ShoWare Center I 6
36
OFFICE OF THE MAYOR
Derek Matheson, Chief Administrative Officer
Phone: 253-856-5711
Fax: 253-856-6700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: June 20, 2017
TO: Operations Committee
FROM: Michelle Wilmot, Community and Public Affairs Manager
SUBJECT: Community Engagement Coordinator position
MOTION: No motion required. Information only
SUMMARY: The 2017-18 budget adopted by the City Council includes the
addition of a Communications Coordinator in 2017 to supplement the City’s
communication and outreach efforts. The Community and Public Affairs Manager
will update the committee on the job description and recruitment process.
Exhibits: None
Budget Impact: Included in the 2017-18 budget.
37
This page intentionally left blank
38
FINANCE
Aaron BeMiller, Director
Phone: 253-856-5260
Fax: 253-856-6255
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: June 20, 2017
TO: Kent City Council Operations Committee
FROM: Aaron BeMiller, Finance Director
SUBJECT: City Investment Report
MOTION: No motion required. Information only.
SUMMARY: Per policy, once a quarter the finance director shall submit a report to
the Operations Committee that summarizes the City’s investment portfolio.
BUDGET IMPACT: N/A
BACKGROUND:
39
CITY OF KENT
INVESTMENT PORTFOLIO
March 31, 2017
t7
04/29/16
06/19/ts
03/3t/rs
03/3t/ts
04/12/L6
LO/09/t5
04/to/87
State Local Government Investment
CD US Bank
FICO Str¡p
FICO Str¡p
FICO Strip
FICO Strip
FICO Str¡p
Federal Home Loan Mortqaqe Corp
0.702o/o
0.300o/o
1.000o/o
1.019o/o
L.L49o/o
0,840o/o
L433o/o
8.508o/o
Overn iqht
04/28/17
tL/30/t7
0z/08/L8
0s/ 1 1/ 18
12/27/L8
09/26/t9
rL/29/L9
73,042,979
254,874
2,935,544
1,059,456
3,060.2 13
3,982,7t9
4,067,L86
95 1,307
254,874
2,929,397
1,058,169
3,057,55 1
4,022,674
4,068,L78
786,845
Kent Portfol¡o
Averaqe Rate of Return:
Average Dãvs to I'latur¡w!
Averâoc Yêers to llatur¡tv:
l.1640lo
544 Days
1.49 Y€ars
Date Investment Descr¡Ption Average Yield to Maturi
03l3llt7 PFM Manaoed Portfolio 1.570o/o 1002 Days 24,879,643 24,Ae1,448
24,879,643 24,881,448
Market Value Investment
Kent Managed Portfo¡io
PFM Managed Portfolio
TvI Manased Portfolio
93,33r,579
24,479,643
9,979,55L
93,23O,806
24,88t,448
10,000,143
40
pfrn
CITY OF KFNT - ¿+8820000
Description
U.S. Treasury Bond / Note
Federal Agency Bond / Note
Corporate Note
Commercial Paper
Bank Note
Managed Account Sub-Total
Accrued Interest
Total Portfolio
Unsettled Trades
22.74o/o
6.00o/o 5.59o/o
Poftfolio Summary and Stat¡stics
Par Value Market Value Percent
24,930,000.00 24,968,143.90
o.oo o.oo
22.55o/o 22.83o/o
20.89o/o
0.00o/o
US TSY Bond / Note
62.O4o/o
Yield to Maturity at Cost
Yield to Maturity at Market
Duration to Worst
Weighted Average Days to Maturity
For the Month Ending March 31,2OL7
Note
L.99o/o
Commercial Paper
6.00%
Note
13.92o/o
Fed Agy Bond /
Note
16.05%
7,570/o
7.58o/o
2.64
1002
15,465,000.00
4,025,000.00
3,445,000.00
1,500,000.00
49s.000.00
24,930,000.00
t5,434,065.07
3,994,282.73
3,463,s66.s6
r,493,798.25
493.930.31
24,879,642.92 1OO.00o/o
88,500.98
62.04
16.05
13.92
6.00
1.99
0-6Months 6-12Months 1-2Years
Account Summary Sector Allocation
Maturity Distribution Characteristics
FFM Asset fulanagemerlt LLç
2 - 3 Yeãrs 3 - 4 Years 4-5Years Over5Years
Account 48820000 Page 2
41
{
pfm
Managed Account Issuer Summary For the Month Ending March 3l-,2Ol7
Issuer Summary Credit Quality (S&P Rat¡ngs)
Issuer
APPLE INC
BB&T CORPORATION
BOEING COMPANY
CANADIAN IMPERIAL BANK OF COMMERCE
CISCO SYSTEMS INC
FANNIE MAE
FEDERAL HOME LOAN BANKS
FREDDIE MAC
ING GROUP NV
JP MORGAN CHASE & CO
PNC FINANCI,AL SERVICES GROUP
TOYOTA MOTOR CORP
UNITED STATES TREASURY
Total
Market Value
of Holdinss
744,232.06
495,00L.92
494,L34.00
747,L3t.25
497,L8r.44
374,097.38
2,68L,728.80
938,456.55
746,667.00
492,I83.44
493,930,31
740,833.70
L5,434,065.07
i24,879,642.92
Percent
2.99
1.99
1.99
3.00
2.00
1.50
10.78
3.77
3.00
1.98
1.99
2.98
62.03
AA-
4.98o/o
AA+
81.08%
3.97o/o
3.97o/o
A-1
6.00o/o
100.00o/o
FFM Arset illlanagement LtC Account 48820000 Page 3
42
-rt/tç,oYE"I Yf I iñîËftMENrs'
,^r+'Y Of Kent
Portfolio Summary Portfolio Ratings (best)Portfolio Composition
Wgtd Avg YTM *
Wgtd Avg YTW **
Wgtd Avg Mat (no call)
Wgtd Avg Mat (all called)
Mârket Value 3137/2OU
r.48%
7.48%
2.65 yrs
1.62 yrs
9,979,951
Sector
Agencies
Treasuries
Certif¡cate Deposits
Municipal Bonds
Corporate Bonds
Mortgages
Market Value We¡sht
10,170,000 100.0%
I Agenc¡es
¡ Certificate Depos¡ts
¡ Corporâte Bonds
r Treasur¡es
r Mun¡cipâl Bonds
¡ Mortgates
r ArAA r NR U.S. Govt Agency
+ YfM - Purchose Yield to ** WW - Purchose Yield to Wotst
9.8%, s1.OMM
6 - 12mo L-zyr
Matur¡ty Distr¡bution
S3MM
S2MM
S2MM
SlMM
SlMM
so
o.o%, So.o
0-3mo
o.o%, so.o o.o%, So.o o.o%, So.o
L9.V/o,52.OMM 20.e/ô,52.OMM
2 -3yr
27-ú/6,52-tMM 79.7/6,s2.OMM
9.8%, s1.OMM
3-6mo 3-4yr 4-syr 5-7yt 7 - l0yr Over 10yr
Maturity Distribution
Performance versus Benchmark as of 3/3t/2017 Excluded Securities
Sþot Rdte:
Portfolio (Yield to Maturity)
Benchmark lndex - 2Yr CMT
Benchmark lndex - Fed Funds (Upper Bound)
Total Return:
Portfolio (Total Return)
Benchmark lndex - Barclav's 1-3Yr US Govt
1Yr Average
1.14%
o.96%
o.62%
As of
3l3tl20t7
1.48%
1.27%
r.oo%
lMo Rate 3Mo Rate 6Mo Rate
As of
t2l3v20t6 lYr Rate 3Yr Rate sYr Rate Cus¡p ParAmount
t.L7%
7.22%
o.75%
-o.20%
o.o4%
1.!3%
r.22%
o.75%
o.97%
0.32%
\.16%
o.77%
o50%
o.49%
-o.77%
!.r3%
7.22%
o.75%
YTD Rate
o.57%
o32%
o.73%
o.50%
n/a
o.44%
o.25%
n/a
0.33%
o.25%
nla nla nla
2
* Annuolized Totøl Return
o.25% O.74%* 0.66%*
Re po rt Date: 3 / 31. / 2OI7
43
TVl ï
MEVALUE üTNVESTMENTS
Of Kent
Portfolio Details - Sorted by Maturity
g cusrP/sec-rp
1 3135G0210
2 3135G0TG8
3 3134G66M0
4 3134GA6H2
5 31771KAA5
6 3134G45K6
7 76rt6FAD9
I 761L6FAG2
9 3I34GA6Z2
10 3136G4M14
ParValue
1,000,000
1,000,000
1,000,000
1,000,000
1,03s,000
1,000,000
1,060,000
1,075,000
1,000,000
couÞon *settle Dt
2/2812Ot7
311/2Ot7
2l28l2gt7
2128120].7
3/1l2Or7
2l28l20t7
3/r/20!7
3/rl2Ot7
3/2712017
Mat Dt
9lZ7l20r7
2/8l2OL8
6l22/20L8
2l28l20ts
9/26/201.9
2/28/2020
Tlts/202o
7/7sl2Ù2t
9/27/202r
212812022
Nxt Call Dt
2/28/2Or8
2128/20!8
3127/2Or8
Call Tvpe
ADprox.
BÞs to call
Est¡mâted
Redem. Date
9/2712077
2/8/20t8
6/22/2Ot8
2/28/20!8
9/26/2019
2/28120!8
7/ts/2020
LlLs/2O2L
3/27lZOt8
Sec Desc I
FNMAt09/27/17
FNMA 0 7/8 02108/18
FHLMC r !/4 06122lL8
FHLMC t 3lA O2lzal79
Ftco o09126/t9
FHTMC ! s/8 02/28/20
RFCSP 0 0215120
RFCSP 0 01/15/21
IHLMC209/27/2t
We¡sht
9.8%
9.8%
9.8%
9.8%
70.2%
9.8%
LO.4%
LO.6%
9.8%
9.8o/o
RatinP *+*
AAA
AAA
AAA
AAA
NR AGY
AAA
NR AGY
NR AGY
AAA
AAA
YTM **
0.70
o.9z
o.94
L.36
1.47
1.63
L.78
1.89
2.00
2.07
yft , **
o.70
0.92
0.94
r.34
1,.47
1.63
7.78
1.89
2.00
2.07
Durat¡on
0.49
0.85
!2r
1.56
2.47
2.29
3.2a
3.78
3.44
3.48
Onet¡me
Onetime
1.00
0.88
t-25
1.38
0.00
1.63
0.00
0.00
2.00
2.O7
T7
13Onetime
Onetime
Onet¡me
5
FNMA 2.07
Se mi-Annual interest poyment ** Yields calculated using cost price, at settlement date *** NR AGY = Non-Rated U.S. Government Agency
and AVERAGES 1.00 2.6s 1.62 1.48 1.48 2.30
Maturity Distribution
25%
20%
ß%
ro%
5./6
ú/6
0-3mo
9.a%
3-6mo
9.A%
6 - !2mo
19.7%
7-2yr
20.o%
2-3yr
2r.o%
3-4yr
19.7%
4-Syr
o-o%
5-7Vt
o.ooÁ
7 - LOyr
o.úÁ
Over 10yr
6 Repo rt Dale: 3 / 31"/ 2OL7
44
FINANCE
Aaron BeMiller, Director
Phone: 253-856-5260
Fax: 253-856-6255
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: May 16, 2017
TO: Kent City Council Operations Committee
FROM: Aaron BeMiller, Finance Director
SUBJECT: Director’s Report
MOTION: No motion: Non-action item
SUMMARY: The Finance Director will report out financial or operational item(s).
BUDGET IMPACT:
BACKGROUND:
45