Item S5 S.5
`,
County of Monroe
y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Coldiron,District 2
�1 nff `ll Mayor Pro Tem David Rice,District 4
-Ile Florida.Keys Craig Cates,District 1
Eddie Martinez,District 3
w Mike Forster,District 5
County Commission Meeting
January 20, 2021
Agenda Item Number: S.5
Agenda Item Summary #7749
BULK ITEM: Yes DEPARTMENT: Public Libraries
TIME APPROXIMATE: STAFF CONTACT: Kimberly Matthews (305) 292-4540
No
AGENDA ITEM WORDING: Approval to rescind Agenda item 7394, approved by the BOCC at
the December 2020 meeting amending the contract with Innovative Interfaces, Inc. (originally
Polaris) to augment current circulation capabilities with hardware and software at a one time cost of
$60,799.94 and Approval, pursuant to the sole source exclusion to Monroe County Purchasing
Policies and Procedures, of an Agreement with EnvisionWare, Inc. in the amount of $95,260.03 to
augment circulation hardware and software for the new Marathon branch library, including self-
checkout, tablet stations, printing, self-pay station, PC reservations capabilities, 24/7 hold lockers
and more. Funding is from Library Impact Fees.
ITEM BACKGROUND:
The Monroe County Public Library System contracts with Polaris, later changed to Innovative
Interfaces, Inc., for our integrated library system (IL,S). This contract allows Innovative to provide
the Library with third party hardware and software that is compatible with the IL,S and for which
they are a fully authorized reseller. In the course of completing the Amendment approved by the
BOCC in December of 2020 on Agenda Item 7394, Monroe County became aware that Innovative
Interfaces, Inc, while having an agreement with the third party, EnvisionWare, Inc., was not a fully
authorized reseller of their products. As a result, Agenda Item 7394 and the corresponding action of
the BOCC needs to be rescinded.
Despite this setback, the Monroe County Public Library System does still require the augment
circulation services that are possible with the unique suite of products available through
EnvisionWare, Inc. While other companies in the field produce self-check out machines and various
circulation equipment, only EnvisionWare offers a complete suite of products that include: self-
checkout machines with integrated credit card capabilities, cloud-based PC Reservation, self-pay of
fines/prints/copies, self-checkout of in-library tablets customized for adults and youth, a system-
wide backbone of public computing capabilities that will replace the soon to be discontinued Useful
system and a 24/7 hold locker suitable for outdoor use.
Two essential components of the 21 st Century Library are user-experience and technology. There is
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S.5
only one company that offers a suite of products that meet all of the Library's needs. EnvisionWare,
Inc.'s products create a seamless integration of technology for maximum usability by patrons (versus
learning multiple interfaces of different brands) and ensures compatibility with our IL,S and all
circulation components. These factors for sole-source procurement are further detailed in the Sole
Source Memo attached to this agenda item signed by Library Director, Kimberly Matthews. Patrons
will move throughout their library visit finding everything they need from checkout, tablets,
document scanning, fee payment, and more in a one-stop experience designed to ensure a usable
interface. This hardware will also allow the staff of the new Marathon Branch Library to engage
with patrons at a deeper level as they interact on the service floor rather than from behind a
traditional (generally intimidating) circulation desk. This interactive service model between patrons
and staff brings new opportunities for engagement and education to all members of our community
regardless of age or technical prowess and supports a variety of patron needs our current tools do
not.
PREVIOUS RELEVANT BOCC ACTION:
1211512020 BOCC Approved an amendment to contract with Innovative Interfaces, Inc. (originally
Polaris) to augment current circulation capabilities and services with hardware and third party
software for the new Marathon branch library, including self-checkout,printing, self-pay station, PC
reservations, and more at a one-time cost of$60,799.94, which is funded from Library Impact Fees.
(Agenda Item 7394).
411512020 BOCC Approved an amendment to contract with Innovative Interfaces (originally
Polaris) to subscribe to SkyRiver, a bibliographic tool for Library cataloging, at a cost of$3,420.00
for set up/implementation and$4,275.00 annually for a three-year subscription. (BOCC Agenda
Item 6681).
CONTRACT/AGREEMENT CHANGES:
NA
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
Monroe County FL Unique Attributes Envisionware CEO Letter
Envisionware Sole-Source Memo- K Matthews
Library - Envisionware Agmt- Jan 2020 Ex. A - Quotation US-62671
Library - Envisionware Agmt- Jan 2020 Ex. A - Quotation US-62672
Library - Envisionware Agmt- Jan 2020 Ex. A - Quotation US-62674
Library - Envisionware Agmt- Jan 2020 Ex. A - Quotation US-62675
EnvisionWare Standard Terms and Conditions - Exhibit B
Library - Envisionware Agmt- Jan 2021 signed
FINANCIAL IMPACT:
Effective Date: Upon Approval 1/20/2020
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Expiration Date: NA
Total Dollar Value of Contract: $95,260.03
Total Cost to County: $95,260.03
Current Year Portion: $95,260.03
Budgeted: Yes
Source of Funds: 132-30000 • CTYWIDE LIBRARY PROJECTS
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No If yes, amount:
Grant: NA
County Match: NA
Insurance Required: Yes
04/30/21 132-30000 - CTYWIDE LIBRARY PROJECTS ($95,260.03)
REVIEWED BY:
Norma Kula Skipped 01/05/2021 3:09 PM
Kimberly Matthews Completed 01/12/2021 2:20 PM
Pedro Mercado Completed 01/12/2021 2:21 PM
Purchasing Completed 01/12/2021 2:22 PM
Budget and Finance Completed 01/12/2021 3:47 PM
Maria Slavik Completed 01/12/2021 6:01 PM
Liz Yongue Completed 01/12/2021 6:13 PM
Board of County Commissioners Pending 01/20/2021 9:00 AM
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'� NWARE® 2855 Premiere Parkway Suite A
Duluth, GA 30097-5201
United States
800 216 8370 US and Canada
+1 678 382 6500 Voice :v
January 11, 2020 0
s. Kimberly Matthews
r. Director of Strategic Planning
Monroe County Public Library
700 Flemingt. c
Key West FL 33040
Dear Ms. Matthews:
This letter is regarding the solution proposed by Envision are for a turnkey self-service system that
enables improved patron services, social distancing enhancements, and greater staff efficiency.
The proposed solution is comprised of an enterprise solution that offers the following new or
enhanced services:
• Self-service tablet checkout and management
• Self-service holds lockers
• Enterprise reservation management for computers, study rooms and other services managed
y the hour
• Print cost recovery management
• Account, cash and credit card payment options for fines/fees, printing and copying
• Seamless integration into your Polaris IL
Envision are is the sole vendor that provides a single-vendor enterprise solution for all of the above
services. In addition, these platforms lay a foundation for further growth over time as will be discussed LU
later.
The Tablet Station is designed specifically for public libraries and offers several unique features.
• Patrons can self-checkout a tablet that will contain one of 3 unique profiles. This means that a
child may checkout a tablet that contains games and other content appropriate for his or her
age group but when an adult later checks out the same tablet it may contain materials more
suited to older patrons.
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• The Tablet Station is well poised to serve public libraries with social distancing. As patrons
checkout the devices for themselves they are free to roam your library and locate comfortable
seating. Unlike desktop computers, patrons can self-distance anywhere in the library where c
your i-Fi is accessible.
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• The system validates to your Polaris ILS and uses the Enhanced SIP2 protocol that was y
collaboratively developed between Envision are and Polaris (Innovative) nearly 20 years ago.
That protocol delivers the patron type information that is used to set profiles. It's the same
enhancement used in the new Reservation Service.
• s a tablet is returned to the base station it is locked into place, reset to its default c
configuration, and all patron changes are removed, akin it fresh and ready for the next user.
The tablets hold a ten-hour charge so one tablet can be used several times throughout the day.
Naturally, as a tablet is inserted into the base it is immediately charged.
• The system monitors the status of each tablet and unlocks the most available tablet with the
maximum charge. It clearly identifies itself as the ready unit by changing the color glow around
the base. Tablets are packaged in secure, compact rubberized containers that protect against °3
damage and serve to secure the tablets, their access ports that should not be used, and to
support locking into the dock.
The Reservation Service is offered as Envision are's next generation cloud-based platform. This
platform will support management of computer sign-up and reservations for virtually any other
services booked by the hour including study rooms, 3D printers and other experiential learning
components. There is no other system that expands beyond computer booking to offer virtually
unlimited booking of other resources and the validation that determines what type of patron can use
which of the services. In addition, the Reservation Service is built on Cloud NineO, a revolutionary
design in libraries, which is amulti-tenant, hosted service. Built using the same core capabilities o
Amazon shopping, this single system can service all libraries in a country from a single hosted system of A
clustered servers. Envision are does all the updates and manages the system, reducing the burden on LU
local IT resources. The service leverages customizations developed by polaris at Envision are's
request to support special features like patron profile access policies that govern which resources can
e used by certain groups of patrons.
Cloud ie also hosts the management software for the lockers, which provide patrons with self Cr
-
service holds pickup in any location. Depending upon location, this may mean more convenient holds
pick up at locations where a branch may not be nearby and it can mean 2 -hour services if the lockers
are placed in an after-hours accessible location.
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For over twenty years, Envision are's LPT:Cne print management has been the leading solution for
library print management. Patrons can pay for printing using cash, a Polaris account and credit cards.
And this system uses the proposed payment system, linking a common enterprise financial system to c
all public services.
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Copy Payment Manager incorporates payment for copies directly into a self-service kiosk. This means
that at a single computer, patrons can pay for copies, pay and release printing, pay fines, and add
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funds to a Polaris account,
There is no other ecommerce platform in the library industry like Envision are ecommerce Services.
These are the unique attributes of this system: c
• 4 single system that supports three (3)payment methods:
o Cash using vending devices
o Account using funds stored in Polaris
o Credit card payment
common platform that enables payment for
o Fines and fees
o Printing m
o Copying
o Faxing and scanning (future option)
• The same platform that enables all of these terminal-based payments can also be integrated
into the Polaris online catalog. This one enterprise payment system can be integrated
seamlessly into the PAC using single sign-on into MyAccount and it can be customized to adopt
any custom appearance of your online catalog.
• The same system can be integrated into Polaris circulation clients so that staff can click Pay by LU
Credit Card and a terminal will accept patron payments over the counter.
• And the entire terminal system complies with P2PE-HW, makingCI compliance the easiest
solution in the industry.
• The system also permits deposits into the Polaris account, which is an enhancement developed
collaboratively between Polaris and Envision are. This unique feature allows patrons to
deposit funds at terminals and online so that these stored funds can be used at any self-service
location, including the web. This approach can be used to reduce the number of payment
devices required.
The X11 kiosk also offers several unique features:
• The user interface is the same as that provided at self-service reservation, print and copy
stations. This interface offers the ability to promote library programs and stream news
updates. Patrons become familiar with the user interface, which carries customized branding
to identify the unique qualities of your library.
• All self-service functions can be combined on the same station: a,
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o Print management
o Copy Management c
o Fine/Fee payment
o Self-checkout (option) E
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This saves money and space by combining self-service functions on a common plator that A
shares common payment hardware so that a single terminal or cash acceptance device can
service all payment needs for patrons.
The cash acceptance system also offers unique network integration to deliver real-time
diagnostic alerts as well as scheduled delivery of reconciliation reports. And the system uniquely
can be configured in a browser and then updated using a simple flash drive. c
IT staff can view information about each computer hosting Envision Ware applications from any
browser including current version, license status, operating system and version. In addition, self
checkout, kiosk menu and some of the service applications can be configured directly in the browser.
And configuration can be copied from station to station. And this service is provided free as part o
ongoing maintenance.
Envision are provides 240 service from live technicians to ensure optimal services every day and
night.
There is no other vendor that offers this comprehensive range of services from a single source. W
e appreciate your consideration of this unique solution. Please let me know if I can be of any further
assistance. LU
Sincerely,
LU
Michael Monk
CEO
Envision are, Inc.
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1/11/2021
FROM: Kimberly Matthews, Senior Director of Strategic Planning and Libraries 2
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RE: Support of Sole Source Procurement of a Circulation Equipment and Software
Monroe County Public Library is integrating the best technology and services into our newest
location, the Marathon branch. The Monroe County Public Library System requires the
augmentation of our circulation services that are possible with the unique suite of products
available through EnvisionWare, Inc. While other companies in the field produce self-check out
machines and various circulation equipment, only EnvisionWare offers a complete suite of y
products that include:
• Self-service tablet checkout and management LU
• Self-service holds lockers
• Enterprise reservation management for computers, study rooms and other services
managed
0
by the hour
• Print cost recovery management
• Account, cash and credit card payment options for fines/fees, printing and copying
• Seamless integration into your Polaris ILS
Two essential components of the 215t Century Library are user-experience and technology.
There is only one company that offers a suite of products that meet all of the Library's needs. °3
EnvisionWare, Inc's products create a seamless integration of technology for maximum usability
by patrons (versus learning multiple interfaces of different brands) and ensures compatibility N
with our ILS and all circulation components. Integration of all of the above products is made W
possible through EnvisionWare's proprietary software. These factors for sole-source v,
procurement are further detailed in the Sole Source Memo attached to this agenda item signed
by Library Director, Kimberly Matthews. Patrons will move throughout their library visit finding
everything they need from checkout, tablets, document scanning, fee payment, and more in a
one-stop experience designed to ensure a usable interface. This hardware will also allow the
staff of the new Marathon Branch Library to engage with patrons at a deeper level as they
interact on the service floor rather than from behind a traditional (generally intimidating)
2
circulation desk. This interactive service model between patrons and staff brings new
opportunities for engagement and education to all members of our community regardless of ?
age or technical prowess and supports a variety of patron needs our current tools do not. c
EnvisionWare is the sole vendor that provides a single-vendor enterprise solution for all of the
above services.
The above compliment of features/services that are all necessary to meet the Library's needs.
After significant research, conferring with library colleagues and my attendance at the 2019
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American Library Association Mid-Winter conference in Philadelphia, I am confident that the
EnvisionWare is the only vendor that meets our complete enhanced circulation needs.
1, therefore, request that we procure the complete suite of products from EnvisionWare, Inc.
through a sole source purchase.
0
Respectfully, 2
Kimberly Digitally signed by Kimberly
Matthews
Matthews Date:2021.01.1214:07:18 y
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Kimberly Matthews
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EXHIBI
EINIIVISF-�- ,�'NWARE' Quotation
US-62671
EnvislonWare, Inc, 2
855 prc�rrn k-,��rc ParkV,. J SUi�C-2 " DULLAI € G (3097 5201 1/7/2021 �
To I=�'e -1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Bill To TOTAL
Monroe County Public Library
700 Fleming St.
Key West FL 33040
United States 5,540.00
Quote Expires:4/7/2021
Partner 71018 Innovative Interfaces, Inc. [US]
Federal EIN Currency Terms Sales Rep
r9
58-2424595 US Dollar Net 30 Days Mullins, Pamela
Quotation Title Memo
Marathon-New Branch Systems-CloudNine
Qty Item/Description Ship To Unit Price Amount
006-Description (CloudNine Delivery) y
The CloudNine platform and the Reservation Service are in the final
phases of development and are not yet publicly released. Any order for
these products will be held until an official release announcement is
made.
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*****We project release during Q1, 2021*****
No project for services will be created until an official release
announcement is made, which means that you will not be contacted by
any consultants until orders are approved for processing.
Description
This quote contains CloudNine Reservation Service items and related
installation. CloudNine is a software product that is licensed annually
through a subscription process. The costs shown on this quote reflect the
first year costs only.
cv
1 CN:RS 0050K $3,500.00 $3,500.00
Envision Ware Reservation Service - Service Population 50,000 to
<100,000
INCLUDES: Reservation Service with unlimited Reservation Types,
Branches, Groups, Users and Client installations, basic grid data
reporting
11 REQUIRED:CN.RS PS 010K Professional Services
# RECOMMENDED: CN:SMS 025K Text messages; CN:EML 0010K
Email
*OPTIONS:CN:AS Advanced Analytics
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1 CN:SMS 025K $200.00 $200.00
25,000 SMS/Text messages peryear Overages billed annually at.01 per
message
1 CN:EML 0010K $25.00 $25.00
Annual email delivery of receipts, reports (based on Analytics licensing)
from libraryinfo.net Service Population <100,000
This information is confidential and proprietary to EnvisionWare, Inc. 1
II 1HIM IIIIIIIIIIIIIII IIII III
US-62671 Packet Pg. 3762
S.5.c
EINIIVISF-�- ,NWARE' Quotation
US-62671
EnvislonWare, Inc, 2
855 prc�rrn k-,��rc ParkV,. J SUi�C_2 " DUL AI G (3097 5201 1/7/2021 �
To F�ee, 1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Qty Item/Description Ship To Unit Price Amount
1 CN:RS PS 010K $895.00 $895.00
Professional Services one-time remote consultation for setup, installation
and training for the Reservation Service for Service population 10,000 to
<100,000. Most clients installed by customer. For any onsite installation o
including client installation add PS-HR *UM Hourly services and PS-
EXPFF items.
1 CN:AS A 0050K $425.00 $425.00
Envision Ware Advanced Analytics Service-Service Population 50,000 to
< 100,000
Adds graphical dashboards, customization of existing data analytics and
email report delivery.
1 CN:AS PS AA $495.00 $495.00
CD
Professional Services consulting to setup Advanced Analytics and
provide training for advanced capabilities.
SUBTOTAL Items $5,540.00
SUBTOTAL for CloudNine Reservation Service items -Annual costs for
Reservation Service would be $4,150. One-time installation costs of '✓
$1,390.00
Subtotal $5,540.00
Freight charges are estimated;actual charges will be billed. Freight $0.00
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA
Total $5,540.00 CUDJ
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CD
CD
Lu
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIIIII IIII III
US-62671 Packet Pg. 3763
EXHIBI
ENVISF-�- ,NWARE' Quotation
US-62672
EnvislonWare, Inc, 2
855 prc�rrni �rc ParkV,. Jy SUi�C-2 " DULLAI € G (3097 5201 1/7/2021 �
To I=�'e -1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Bill To TOTAL
Monroe County Public Library
700 Fleming St.
Key West FL 33040
United States 54)264.30
Quote Expires:4/7/2021
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Mullins, Pamela
ram.
Quotation Title Memo
Marathon-New Branch Systems
Qty Item/Description Ship To Unit Price Amount CD
Description Marathon
This quote contains software and hardware itens plus related installation. y
The costs shown are for the first year only.
1 LPT ENT Building Bundle[1st] Marathon $795.00 $795.00 c4
LPT.ONE ENTERPRISE - FIRST BUILDING BUNDLE - Provides an
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unlimited number of licenses for the following components installed in a
single library building:
Job Queue Engine (JQE), Print Release Terminals (PRT), LPT.One
Administrator and LPT.One Quick Reporter
8 LPT ENT Clients(001) $85.00 $680.00
LPT.-ONE CLIENT LICENSE-TIER 01 -09
Print management software installed on each public computer
1 ECS-SelfSery Bldg[1st] $1,995.00 $1,995.00
ENV/SIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND
TERMINAL SYSTEM[1st Building]Software for Web, Kiosk Transactions
and Terminal-based payment. Payment methods include cash, vending,
accounts and credit cards. Web can be used by patrons for fine payment
and account revalue.
Terminals can be integrated with OneStop Self Checkout stations, Self
Service Kiosks (Launch Command), Library Document Station, Print
Release Terminals,Polaris Staff Clients and Polaris ExpressCheck
+Required.Windows server and SSL certificate.
+ Required for Millennium and Sierra: EW PTS and III Fines Payment
0
Web Service(118FP-WS) y
+Card Terminal subscriptions are quoted separately
This information is confidential and proprietary to EnvisionWare, Inc. 1
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US-62672 Packet Pg. 3764
ENVISF-�- ,NWARE' Quotation
US-62672
EnvislonWare, Inc. 2
855 prc�rrni err ParkV,. Jy SUi�C_2 " DULLAI G (3097 5201 1/7/2021 �
To1iI F�ee, 1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Qty Item/Description Ship To Unit Price Amount
1 CPM Bldg [1st] $595.00 $595.00
COPY PAYMENT MANAGER(First Building]-Software for kiosk-based
payment of copies via cash (vending), account(ILS or MySQL)and Credit
Card. Launch from Copy Payment Manager menu, Launch Command or o
OneStop. Install on local Windows Pro Desktop or on a Windows Server
for enterprise management.
+ Required: CBA-VX Coin/Bill Acceptor, X11-V Vending Kiosk, or, for
customers with CBA-V, a CBA-V to VX upgrade kit
+CBA-V Series Copier Cable
+ECS-SelfSery eCommerce Software
+Card Terminal subscriptions are quoted separately
1 LPT MPS-1YR-U Marathon $695.00
SUBSCRIPTION (1-Year Prepaid) MobilePrint Service(tm) - Print from
virtually any patron device via App, Email or Custom Web Portal.Pick up
at LPT.One Print Release Terminals.No additional hardware required.
-Licensed by the number of Buildings or Job Queue Engines, whichever
is greater.
++REQUIRES LPT.One Envision Ware Print Management v4.9+
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2 SSC-X1 1-KVTS#-BK-BK("USD)3T MX915 v4(N) Marathon $8,695.00 $17,390.00
X11 Vending Kiosk(Network Capability) -Software Included w/Terminal
Mount 21.5" Touch Screen Display Windows 10 Pro Integrated High
Capacity Receipt Printer 1 D/2D Smartphone-ready barcode scanner
DeskPad RFID Reader/Antenna Next Generation Vending Control System
-Copy Payment-ready Coin Acceptor Bill Validator 10 It Ethernet Cable/6
ft Power Cord OneStop Self Service Circulation Software RFID Software ,
Suite Verifone MX915 Credit Card Terminal Mount
2 CBA-V/VX/N-U COPIER-CABLE Marathon $149.00 $298.00
ENVISIONWARE CBA VX/N COPIER CABLE - Connects an
Envision Ware Series VX/N Coin/Bill Acceptor to a Copier
SPECIFY COPIER***
Manufacturer:Canon
Model.ImageRunner Advance C256iF Ill
2 TS-6 BS Marathon $13,965.00 $27,930.00
Envision Ware Tablet Station-6-Tablet Model
System consists of the Tablet Base Station with software, 6 Samsung
Galaxy 10.5 Tablets with Secure Tablet Enclosures, first year SaaS Cloud T)
Management Subscription and hardware warranty.
++Purchase commits to a 3-year subscription. ,
SUBTOTAL Items $50,378.00
SUBTOTAL for Software, Hardware, and Subscription Items Above
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIIII III II III
US-62672 Packet Pg. 3765
ENVISF-�- ,NWARE' Quotation
US-62672
EnvislonWare, Inc, 2
855 prc�rrn k-,��rc ParkV,. J SUi�C-2 " DULLAI € G (3097 5201 1/7/2021 �
To F�ee, 1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Qty Item f Description Ship To Unit Price Amount
1 PS-PM-BLDG $1,000.00 $1,000.00
ENVISIONWARE COLLABORATIVE PROJECT SERVICES -- PER
BUILDING
*Includes installation of all products ordered or guidance to install items
as part of a single project/trip on a per building basis. Envision Ware
generally installs management or host components and trains customers
in the deployment of Client modules.
*A Statement of Work (SOW) will be developed collaboratively which
defines the responsibilities of Envision Ware and your staff and includes r�
consulting services, planning, installation, training and acceptance
criteria.
1 PS-EXPFF-U 1st Day $1,475.00
ENVISIONWARE PROFESSIONAL SERVICES - Onsite Installation
Administrative Costs
SUBTOTAL Services $2,475.00
SUBTOTAL for Envision Ware Professional Services-includes 3 days on-
site for all items shown on this quote plus credit card terminals and N
payment gateway from quote#US-62674, if those terminals and gateway
are ordered during a timeframe that would allow simultaneous installation N
under a single installation project. '
Subtotal $52,853.00
0
Freight charges are estimated;actual charges will be billed. Freight $1,411.30 0
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA
CD
Total $541264.30 cN
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This information is confidential and proprietary to EnvisionWare, Inc. 3
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US-62672 Packet Pg. 3766
EXHIBI ss,e
EINIIVISF-�- ,�'NWARE' Quotation
US-62674
EnvislonWare, Inc, 2
855 prc�rrni �rc ParkV,. Jy SUi�C-2 " DULLAI € G (3097 5201 1/7/2021 �
To I=�'e -1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
U7
Bill To TOTAL
Monroe County Public Library
700 Fleming St.
Key West FL 33040 $1 '009.54 C
United States �.
Quote Expires:4/7/2021
Partner 71018 Innovative Interfaces, Inc. [US]
Federal EIN Currency Terms Sales Rep
r9
58-2424595 US Dollar Net 30 Days Mullins, Pamela
Quotation Title Memo
Marathon - New Branch Systems - Credit Card
Terminals and Payment Gateway
Qty Item/Description Ship To Unit Price Amount
Description Marathon
This quote contains only credit card terminals and related payment
gateway. This is bundled together into a single subscription iten with a 3-
year minimum commitment, billed on an annual basis. The costs shown
on this quote are for the first year only.Renewal costs would be the same.
2 ECS-SelfSery T915-Y Marathon $495.00 $990.00
SUBSCRIPTION (Annual): Uerifone Terminal, PAYware GATEWAY
Transactions, Interface, for unlimited transactions/month for 12 months
on POINT platform
Subscription term:3 year commitment. '
Full balance of term payable for early termination. **
**Lead Time:10 weeks
2 ECS-T915-POINT HWTI Marathon $0.00 $0.00
ZERO COST INTERNAL terminal hardware tracking item.
"Third-party processor vendor must be selected from approved list before
this item can be ordered"
ECS PWC Terminal Processors: Processor Not Listed
Description Marathon
No installation is included on this quote.if these items are ordered during y
a timeframe that would allow simultaneous installation under a single
installation project, installation can be done along with the items included
on quote # US-62672. If ordered after that project has been completed,
then additional installation costs would be incurred.
This information is confidential and proprietary to EnvisionWare, Inc. 1
II IIIIIII IIIIIIIIIIIII IIIII I III
US-62674 Packet Pg. 3767
S.5.e
EINIIVISF-�- ,NWARE' Quotation
US-62674
EnvislonWare, Inc, 2
855 ParkV,. J SUi�C-2 " DULLAI € G (3097 5201 1/7/2021 �
To F�'e -1 �00) 21(1 8 370 Direct . 1�6 ) 382-6500 �
0
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Subtotal $990.00 >
C
Freight charges are estimated;actual charges will be billed. Freight $19.54 .`
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA
CJ
Total $1,009.54
0
N
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T
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This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIII IIIII I III
US-62674 Packet Pg. 3768
Ex=
Quotation
US-626'
Envisi nWare, Inc,
285 Prern'ere P d n Suitc,A, D u I�.J t h,. '.A '0097-5�'?01. 1/7/2( �
FrAl Free + .pC)) 11 fi770 Dire 1 ','k7 E .r�Q_6500 t8
This information is confidential and proprietary to Envision Ware, Inc.
c�
Bill To TOW
Monroe County Public Library
0 Key Westng St.FL 33040 $34,446. 1
United States
Quote Expires:4/7/20
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Evans, Ken
Quotation Title Memo
Marathon-New Branch Systems-Locker
System
Qty Item/Description Ship To Unit Price Amot
1 ACCELERATED DEVELOPMENT Marathon $0.
ENVISIONWARE ACCELERATED DEVELOPMENT SERVICE for LO
Envision Ware Software as follows: **The order depends upon the release of
Locker Service v1.0. The project creation should be put on hold pending
setup of the hardware delivery schedule. Unit needs to be in place by '
opening of the new library on Marathon Key. April 1st move-in, with end of
April/early May for delivery/installation of our rfid&Reservation Services.
Grand Opening July 1st**
Description Marathon
This quote contains Envision Ware Holds Locker software and hardware ,
items plus related installation. The costs shown on this quote are first year
costs only.
CD
**Email, SMS&Advanced Analytics for this product are included in the N
CD
CloudNine Reservation Service from quote#US-62671. cv
CM items are used only for hardware diagnostics and DVR access--not
needed for system administrtion.**
1 HL Base S#-U Marathon $27,600.00 $27,600.
ENVISIONWARE LIBRARY HOLDS LOCKER-BASE SYSTEM consisting
of.-
36-Lockers with Technology Control System
-Holds Locker Service subscription .y
-21.5 in Touch Screen Display: 1680x1024 1500:1
- Windows 10 Pro Computer: Quad core Intel, 4G DDR3, 128GB SSD, 1GB
Ethernet
-(2) Security cameras with(1) DVR(30-day recording)
-Backlit branding panel
-Patron cards:RFID and barcode
-Items:RFID and barcode
-Receipt printer(Patron can choose print or email)
-Automatic locker LED illumination
-Door open/close detection
-Sound
*!REQUIREMENTS!*
Packet Pg. 3769
Quotation US-62675 1610404523059.htmt[l/12/2021 12:10:32 PM]
S.5.f
-ILS:SIP2 with BookSort Extensions(Sierra requires Sorter API)
-Internet Connection
- 120V 20A Power[Power w/o heat:40OW I Power with heat: 1200W]
-Overhang or canopy for outdoor installation
-Central Management Gateway for viewing DVR
-Hardware Installation and logistics
#OPTIONS#
-45-Locker Expansion Cabinets(1 -4 may be added) Max lockers per
system:216
-Customer Central Management Control Licenses uj
-Canopy and optional side panels
-CloudNine(r)Email Services
-CloudNine SMS Services
-CloudNine Advanced Analytics Service
1 CM Gateway Marathon $165.00 $165.
ENVISIONWARE CENTRAL MANAGEMENT GATEWAY is a single license
to create a broker service between the CM Clients on your network,your CM ,
Controls, and EnvisionWare Support via the Internet.
+Requires opening one port on your firewall to EnvisionWare's IP address
range.
2 CM Control Marathon $125.00 $250.
ENVISIONWARE CENTRAL MANAGEMENT CONTROL LICENSES-For
installation on network IT or staff computers. The Control License provides
remote connectivity to CM Clients that are on host computers or OneStop
stations. Staff can use a control license to remotely interact with patrons and
update systems from a central location.
1 CM Client Marathon $35.00 $35.
LO
ENVISIONWARE CENTRAL MANAGEMENT CLIENT-Install on OneStop
computers or host systems. When a Control license is installed on a staff
computer, staff can interact with patrons using self checkout or other
computers running the CM Client. Staff can view station screens in stealth or
alert mode and update systems.
Subtotal $28,050.
1 HL PM $4,000.00 $4,000.
ENVISIONWARE TURNKEY PROFESSIONAL SERVICES FOR HOLDS
LOCKERS
CD
This item covers turnkey ProServices labor for the planning, installation and cv
CD
education related to the deployment of a Holds Locker System cv
NOTE:Additional panels will be installed at no added charge when ordered
with the initial Base system.
1 PS-EXPFF-U 1st Day $1,475.
ENVISIONWARE PROFESSIONAL SERVICES-Onsite Installation
Administrative Costs
cu
SUBTOTAL Services $5,475.
SUBTOTAL for 3 Days Onsite EnvisionWare Professional Services
Subtotal $33,52
Freight charges are estimated; actual charges will be billed. Freight $92
Send your purchase order or email confirmation to:
EMAIL: orders@envisionware.com I FAX: +1 678.382.6501 Total Tax $
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA
Total $34,446
Packet Pg. 3770
Quotation US-62675 1610404523059.html[l/12/2021 12:10:32 PM]
EXHIBIT
ENVISIONWARE STANDARD TERMS AND CONDITIONS
For Non-Contract System Orders
0
1. Subject to these Terms and Conditions we hereby grant to you a non-exclusive license,
without the right to sublicense, to the Software specified in the Specification to (i) install, use
and display the Software on the designated systems; and (ii) use the documentation solely in
connection with the authorized use of the Software. All Software is licensed and not sold. We
retain all rights not specifically granted in these Terms and Conditions. The terms of use of 1°
the Software are contained in the Software End User License Agreement and Warranty
("EULA")incorporated by reference: http://system.envisionware.com/terms.
0
2. You agree to respect our intellectual property, that you will not use our trademarks or logos
without our permission, and that you limit access to provided technical documentation to
your library staff. We own or have a license to use the Software. Under no circumstances �r
may you transfer our manuals, documentation, software, or license to another entity without
our prior written approval. Any transfer in violation of this provision shall be of no power or E
effect. You agree to not provide any of our Products, Software, documentation, confidential
information or licenses to a competitor of ours. You may not publish technical information
about our Products in a forum that is publicly accessible. Your use of the Product on a
protected Intranet is acceptable provided that only your staff has access to the system. et
3. We reserve the right to list you as our customer on our customer list. You have final review
and approval over any proposed press release or announcement about the installation of our
products at your Library.
4. You agree that other public institutions may acquire products directly from EnvisionWare
using the prices published in this purchase agreement. x
LU
5. Our payment terms are as follows:
A. For all purchases except maintenance and subscription or recurring monthly, quarterly or
annual services we will invoice for Hardware and Software as outlined on your "Sales is
Order Confirmation'. Payment terms are set forth in each Quotation.
i
i) Custom or built-to-order Products include, but are not limited to, sorters, 24-Hour
Library, kiosks and other products which may be noted in the item description in the
Quotation as being custom-built or made to order.
ii) All Quotations that include custom or built-to-order Products require an advance
deposit, which must be received by EnvisionWare before orders can be placed with
our factories. The deposit is non-refundable unless we fail to comply with the )
applicable Acceptance Criteria in the Statement of Work.
iii) Acceptance Criteria are developed in advance of delivery. Acceptance tests are .2
conducted upon installation of each component for which Acceptance Criteria have
been defined. w
EnvisionWare_Standard_Tenns_Conditions(1).doc Rev. 22 May 2018
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iv) When all tests pass for items on a Sales Order Confirmation the Customer must 2
confirm an Order Acceptance.
0
B. Maintenance: Full payment prior to expiration of your first year warranty or prior to the
expiration of the current maintenance period.
0
C. Subscription and Rental Services: Full payment prior to expiration of your current, fully
paid month, quarter or year as defined in your subscription or rental agreement. w
6. We are not responsible for delays caused by non-working library equipment, viruses or
worms on your systems, or any other delays caused by you, your staff or your consultants. If 2
you cause delays that result in added expense to us, we will issue a change order to recover 0
for those losses and you agree to pay for such losses. We will be responsible for delays .�
caused by us. We will notify you promptly and in writing if there is a delay, which will add
expense.
7. You agree to provide adequate space, network connections, and power as outlined in the
Specification for each device. For building modifications, we agree to provide technical 0'
documentation that clearly defines the requirements for the modifications. We are
responsible for the accuracy of the documentation we provide. If an error in our
documentation results in construction error, we will be responsible for such error, but we <
retain the right to obtain competitive bids to mitigate the costs of remedy. You are
responsible for ensuring the modifications are completed prior to our scheduled installation
time. If modifications are not completed or are incorrect, you will be responsible for
correcting the errors and for payment of the costs associated with the lost time and travel of
our staff.
8. We will install the Product on your computers (per the Specification) or those provided by us x
provided you make a library technical staff person available to provide administrative access v,
and aid us in resolution of any issues relating to network connection, permissions, or other
things over which we have no control.
0
9. Notwithstanding the Warranty Period start date stated in the EULA, for the specific Products
set forth in the applicable Quotation the applicable Product Warranty Period will commence
upon your acceptance of the items specified in the applicable Quotation that EnvisionWare
provided to you as a formal quotation for products and services. We will maintain the E
Product during the applicable Warranty Period. You will be responsible for basic
troubleshooting and providing assistance to our support staff that will assist via email,
telephone, remote access, chat or other tools that provide access and communication with
you and your system. If an on-site visit is required because of a hardware failure that is not
easily remedied by a simple swap of a module, we will come on site at no additional expense v)i
to you. The performance terms of the Product Warranty set forth in the EULA are superseded '
if the Platinum or PlatinumPLUS Maintenance Program apply to you. Support is provided for
the particular Products or Services according to the applicable Maintenance Program as set o
forth in the Quotation. T
10. You agree to provide remote access via the Central Management system we install as part of
this Product. If you do not agree, we will increase your annual maintenance agreement cost W
by 10%.
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0)
11. During the Warranty Period, we will respond to your questions and aid you in the support of 2
your Product as stated in the applicable Maintenance Program. If you need additional
installation services for expansion of your system or reinstallation of systems because of your 0
hardware failures or related issues, our Professional Services Implementation Consultants
will be available to help you for a fixed rate via telephone or on-site as defined in the price
schedule set out in the quotation or RFP response. 0
12. We support only the then-current release of the given Software and the most recent previous LU
release. We will provide notice of available Software updates, which you may download at
your convenience and install on your systems according to your timetable for as long as you
are covered under the Product Warranty or Maintenance Program. In order to know about
these updates, you must subscribe to our customer forum or Twitter feed. c
13. When you update the software, we will answer your questions for these processes and help
you to understand how to perform your upgrades. If you wish to have us perform your
upgrades, we will provide options for acquiring those services from our Professional Services
group. E
14. We will use skilled professionals in our training that will help to use your stem effectively,
P g P Y Y Y, �
plan a seamless implementation experience and obtain maximum value for your investment.
We will minimize disruption to your current services and we will work in a professional
manner that assures continued good public service and convenience for your staff. Upon
successful completion of implementation and your total satisfaction, we will ask that you
serve as a reference for us to other libraries that are considering similar purchases.
CO
15. You agree to pay us according to the payment terms in the Quotation. If you do not provide
timely payment, we will discontinue providing our services and support to you. In the event
that you are ever dissatisfied, we ask that you contact us and provide an opportunity to w
remedy any problems. You may escalate your service request at any time by sending an
email to customersatisfaction@envisionware.com. c
16. You may purchase additional maintenance agreements for future years at a discount if you 0
pay for additional maintenance with your original order. If you do not pay in advance for
maintenance, near the end of the warranty period or each successive maintenance renewal
period, you will receive an invoice for the annual maintenance agreement. We will provide a
separate value for Software and Hardware for Time and Materials and the Gold Support E
Level so that you can decide to cover your entire system or only Software. If you elect
hardware coverage, all items must be covered. Platinum and PlatinumPLUS customers agree
to maintenance for all products in use. For all Support Levels, if you retire an item and take
it out of service you may contact Maintenance Services to have the item removed from your
Maintenance Record. You will not have hardware protection without an agreement, which U)
also means that you will not have access to firmware updates. If you choose not to purchase 2
hardware coverage, the alternative is a time and materials charge plus expenses. When you
are covered by hardware maintenance, you have the assurance of prompt remedy, which 2
cannot be provided under the same Service Level Guarantee under a time and materials
program. If you fail to pay your maintenance invoice on time, you will receive a 30-day w
grace period after which your support services and access to downloads will be suspended
until payment is received. Maintenance agreements are available under one of four
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"Maintenance Programs" described below. The program you have elected is stated in the 2
applicable Quotation.
0
A. "Standard Support Hours" are 8:30 a.m. to 7:00 p.m. Eastern US Time, Monday
through Friday, excluding U.S. federal holidays. Our goal for customers under a
maintenance agreement is to answer 90% of all incoming support calls with a live 0
technician. Platinum and PlatinumPLUS customers have 24x7x365 access to Support. >
B. Maintenance Programs
i) Time and Materials: If you are not covered by a maintenance agreement, when 2
service of any kind is required you may contact support during Standard Support 0
Hours (Monday — Friday 8:30am to 7:OOpm Eastern Time, excluding U.S. federal .�
holidays). There is no after-hours support available in the Time and Materials
maintenance program.
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Support services include: 2
• Support Hours: Monday —Friday 8:30am to 7:00pm Eastern Time, excluding 0
US federal holidays
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 4 hours during Standard Support Hours 0
• Dispatch of onsite service within 2 business days of determining a site visit is
required w
• Guaranteed onsite response arrival of 3 business days after determining a site
visit is required
• Maximum time to attempt a remedy of a major outage is 5 business days
• North America Toll Free calling: 888-409-0888
• Access the User to User Forum,provided that signup occurs via the Customer
Center prior to expiration of the warranty period and prior to transitioning to
Time and Materials status.
E
Support Process:
• The support technician will forward terms for time and materials for your
acceptance per Support Case.
• Upon authorized email acceptance of the terms, the technician will provide the
requested services at our then-current hourly rate.
• There is a minimum charge of one hour per incident. All hardware, labor and
travel expenses will be invoiced. CO
• Upon determination that a site visit is required, the support technician will
provide you with a quote for time, estimated materials and expenses, using X
EnvisionWare's flat expense rates. LU
• Upon quote acceptance, our goal is to dispatch a technician the same day for a
determination made by noon Eastern time or the next business day for
approvals received after noon Eastern time.
• The maximum interval for onsite arrival is 3 business days after iai
determining that an onsite visit is required and approval is received.
• You will be invoiced for the total number of hours for remote and onsite
work plus the total number of onsite travel expenses. E
Support Services do not include:
• Access to LiveChat, the Knowledge Base, software downloads or
documentation after the expiration of a warranty. v)
Note: Customers must download the electronic documentation for their
installed versions of licensed Products before transitioning to Time and
Materials.
0
• Software patches and new versions of licensed software. .T
• If a Software or firmware update is required, you may have the option to
LU
catch up on lapsed maintenance (see Section 20) or you may pay for a new
license, if available, based upon whichever is lower in cost. a)
E
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• There is no separately available software license for embedded systems 2
such as sorters (AMH) and 24-Hour Libraries and turnkey
hardware/software systems in which the software is part of the item 0
bundle. 2
• Hardware Revisions, which are included in maintenance for sorters
(AMH) and 24-Hour Libraries, may not be available for purchase under 0
Time and Materials. >
• The EnvisionWare (10)year life guarantee program.
• After(5)years, "ten (10) year systems" will become part of an End of Life
program in which maintenance automatically escalates in year 5 and 2
continues to rise each year thereafter according to the limits set forth in
Section 3.
• An End of Life notice may identify certain parts or modules which may no
longer be available.
• If the at-risk items fail, we will attempt to extend the life of your system
by providing a quotation for a replacement module or alternative sub- E
system.
• If options to extend the life are not available, we will provide a reduced
price upgrade quotation to replace your system if an upgrade is available.
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ii) Gold Level Support: Services are available via the EnvisionWare Customer Center
portal and via toll-free telephone in North America during Standard Support Hours CO
(Monday —Friday 8:30am to 7:00 pm Eastern Time, excluding U.S. federal holidays).
There is no after-hours support available in the Gold Level maintenance program.
Support services include:
c
• Standard Support Hours: Monday — Friday 8:30am to 7:00pm Eastern Time,
excluding US federal holidays 0
i
Services during Standard Support Hours
i
• 90% of incoming calls answered with a live technician E
• Response time to incoming calls is 4 hours during Standard Support Hours
• Dispatch of onsite service within 1 business day of determining a site visit is
required
• Guaranteed onsite response arrival of 2 business days after determining a site
visit is required )I
• Maximum time to attempt a remedy of a major outage is 3 business days
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours
• Responses to online Support Cases
24-Hour Services
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• User-to-User Forum (24 hour) 2
• Downloadable Software defect fixes
• Downloadable New software releases c
0
• Downloadable electronic documentation
• Searchable Knowledge Base
• Create and view Support Cases
• Online Defect/Enhancement view
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• Online Project Status Tracking
• Library Marketing Kits
0
Support Services do not include:
• Preventative Maintenance service
• After-hours support
iii) Platinum Level Support: Services available via the EnvisionWare Customer Center
portal during Standard Support Hours and via toll-free telephone in North America
24x7 365 days per year. Routine services should be scheduled during normal support
hours. After hours support is for emergency calls only and must be made via the toll-
free telephone number using your Platinum support access PIN.
Our objective is to have calls answered within 2 hours during all times and onsite
response generally dispatched within 4 hours of determining that a site visit is
required. The maximum interval for onsite arrival is 24 hours after determination that w
a site visit is required.
c
Platinum Level Service requires continued coverage of all items purchased from
EnvisionWare that remain in use by you except for consumables. 0
i
Support services include:
i
• Support Hours: 24 x 7 x 365 (for telephone support) E
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 2 hours
• Dispatch of onsite service within 4 hours of determining a site visit is required
• Guaranteed onsite response arrival of 24 hours after determining a site visit is
required did
• Maximum time to attempt a remedy of a major outage is 48 hours
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours T
• User-to-User Forum (24 hour)
• Downloadable software defect fixes
• Downloadable new software releases
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• Downloadable electronic documentation 2
• Searchable Knowledge Base
• Online Customer Center Support Case Management (24 hour — response c
during Standard Support Hours) 2
• Online Defect/Enhancement view
0
• Online Project Status Tracking
• Library Marketing Kits
• Preventative Maintenance:
o If a sorter (AMH) or a 24-Hour LibraryTM unit is purchased, a
Preventative Maintenance site visit is performed within 60 days of 2
each annual renewal. 0
o Continual, consecutive Platinum Level Support renewals assure a long
life for Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no
case exceeds a guaranteed lifetime of ten (10)years.
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of E
ten (10) years provided there is continued Platinum maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten (10)year guarantee.
iv) PlatinumPLUS Level Support: Services available from a Resident Technician via
the EnvisionWare Customer Center portal and via a dedicated telephone number
24x7, 365 days per year.
w
"Resident Technician" means a local field technician employed by us that dedicates v,
50% of his or her time to service your library. The Resident Technician's priority is
focused on your uptime.
0
Our objective is to have telephone calls answered by the Resident Technician within
1 hour during all times, to have onsite response dispatched within 2 hours of
determining that a site visit is required, and to have the maximum interval for onsite
arrival to be 6 hours or less after determining that a site visit is required. E
PlatinumPLUS Level Service requires continued coverage of all items purchased
from EnvisionWare that remain in use by you except for consumables.
Support services include:
i
2
• Support Hours: 24 x 7 x 365
• 95% of incoming calls answered with a live technician o
• Response time to incoming calls is 1 hour T
• Dispatch of onsite service within 2 hours of determining a site visit is required w
• Guaranteed onsite response arrival of 6 hours after determining a site visit is
required E
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• Maximum time to attempt a remedy of a major outage is 36 hours 2
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours c
a�
• User-to-User Forum (24 hour)
• Downloadable software defect fixes
0
• Downloadable new software releases
• Downloadable electronic documentation
• Searchable Knowledge Base
• Online Customer Center Support Case Management (24 hour — response
during Standard Support Hours)
• Online Defect/Enhancement view c
t�
• Online Project Status Tracking
• Library Marketing Kits
• Preventative Maintenance:
o This service is continual and performed incrementally each month by E
the Resident Technician and/or other EnvisionWare technicians and
engineers as required.
o The Preventative Maintenance service includes proactive replacement
of parts, routine cleaning, system updates and performance testing and <
certification.
o Continual, consecutive PlatinumPLUS renewals assures a long life for
Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no
case exceeds a guaranteed lifetime of ten (10)years.
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of
ten (10) years provided there is continued PlatinumPLUS maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten (10)year guarantee.
• The Resident Technician can provide or coordinate ongoing training and 0
orientation for new staff.
• Spare parts are stocked locally. You must provide network access, locked
storage and facility and computer access to facilitate the proactive delivery of
services. E
• Direct escalation path to the Director of Support.
• In addition to Support, Preventative Maintenance, and proactive upgrades, the
Resident Technician will be available for consultation and planning to aid in
rollout and system-wide upgrade programs that include any EnvisionWare 2
applications. The Resident Technician can provide insight into pending )I
releases and can serve as your advocate for product enhancements.
• The Resident Technician will collaborate with your staff to develop a routine
schedule for reporting and status meetings. .2
• When a Resident Technician is scheduled away from the local area, such as
during vacation time, a backup technician will be assigned to provide the
PlatinumPLUS services. The backup technician will provide the same
response times as the Resident Technician. E
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C. Should we fail to achieve the applicable performance objective for the Platinum or
PlatinumPLUS Level Maintenance Programs measured as an average of all failures over
a calendar quarter not meeting the applicable objective of all incidents and if you have
notified your dedicated EnvisionWare technician or our Director of Support via email 0
(with appropriate details of the case number and the failure) no later than thirty (30)
calendar days from the end of the calendar quarter in which failure occurred, we will
credit the next invoice to you in the amount of one month of maintenance as prorated for
that item being serviced. The measurements will reset each calendar quarter.
D. A failure to achieve a service objective shall not be a breach of the maintenance c
agreement or give rise to a credit if and to the extent that failure to achieve a service
objective was primarily caused by any one or more of the following:
i) Prioritization of tasks or reduction of resources requested by you in writing with the
written understanding by the parties that we will be excused by any resulting service
level impact;
ii) Occurrence of a Force Majeure event(as defined herein);
�C
iii) Any breach, failure to perform an agreed upon responsibility, user error or other acts
or omission of you or your customers, third party contractors or agents that materially
prevents us from achieving the applicable service level; or,
iv) Problems originating from your facility, network, hardware, software, hosting or
storage provider, server or other provider, that are outside the scope of our services.
w
E. Force Majeure Events. Except for payment obligations by you, neither party shall be held
responsible for any delay or failure in performance of any obligation under this c
Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, act
of terrorism, strike, embargo, government requirement, civil or military authority, act of c
t�
God, act or omission of carriers or other similar causes beyond its control (each, a"Force
Majeure" event). If any Force Majeure event occurs, the party delayed or unable to
perform ("Delayed Party") shall give immediate notice to the other party ("Affected
Party"), and the Delayed Party, upon giving prompt notice to the Affected Party, shall be
excused from performance under this Agreement for the duration of the Force Majeure
event, provided, however, that the Delayed Party shall take all reasonable steps and
cooperate with the Affected Party to avoid or remove the cause of non-performance and
shall resume performance hereunder with dispatch when the cause is removed; and
provided further that if the Delayed Party cannot within sixty (60) days remove the cause )
of non-performance, the Affected Party may terminate this Agreement.
17. Re-establishing Maintenance After a Lapse:
°
T
A. If your budget or other reason prevents you from acquiring maintenance or local W
ordinance prevents an annual agreement in advance of a fiscal period, your system will
a�
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not be disabled by expiration of the maintenance agreement, but, as of the date of 2
expiration, you will not have further access to updates, upgrades or technical support. 0.
0
B. If you later choose to resume maintenance, you will be charged as follows:,
i) The full amount of the next twelve (12) months of maintenance; and. 0
ii) Any time and costs for updating Hardware or Software or for on-site visits; and,
LU
iii) A catch-up fee as follows:
(1) for Software maintenance: 50% of the amount of maintenance that would have
been paid if maintenance had been maintained (calculated on an annual basis) or
(2) for Hardware maintenance: 100% of the amount of maintenance that would have
been paid if maintenance had been maintained (calculated on an annual basis)
subject to the availability of support for the Hardware you have at the time of re- E
establishing maintenance.
C. The amounts above cover the continuing development and evolution of the system during
your lapsed period. The fact that you did not avail yourself of telephone or other support
services during the period the Produce was covered by maintenance is no cause for
adjustment. If you have replaced Hardware that is no longer supported by us, in order to
be eligible for re-establishment of maintenance on the Hardware you will need to
purchase new Hardware from us. As part of re-establishing maintenance we will provide Ca
you with the updates to the Software
D. Re-establishment of lapsed maintenance is permitted only once. x
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18. Professional Services. Upon request and agreement between the parties, we shall provide you
with professional consulting or training services ("Professional Services") according to the
applicable Professional Services Statement of Work ("SOW"). The parties acknowledge that
the scope of the Professional Services provided hereunder consists solely of any or all of the
following: (a) assistance with Software or Hardware installation, deployment, and usage; (b)
training in use of the Software or Hardware; and, (c) delivery of additional related Software
or code proprietary to us. You shall have a limited license right to use any deliverables E
(including any documentation, code, Software, training materials or other work product)
delivered as part of the Professional Services ("Deliverables") solely in connection with your
permitted use of the Software, subject to all the same terms and conditions herein as apply to
your Software license, and subject to any additional terms and conditions provided with the
Deliverables. You may order Professional Services under a SOW describing the work to be v)
performed, fees and any applicable milestones, dependencies and other technical
specifications or related information. Each SOW must be signed by both parties before we
will commence work under such SOW. If the parties do not execute a separate SOW, the
Services shall be provided as stated on the Quotation. You agree to reimburse us for T
reasonable travel and lodging expenses as incurred.
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HARDWARE AND SOFTWARE LICENSE PURCHASE AGREEMENT
BETWEEN
2
ENVISIONWARE, INC. i3
AND MONROE COUNTY
THIS HARDWARE AND SOFTWARE LICENSE PURCHASE AGREEMENT is
made and entered into this 20th day of January, 2021 by and between ENVISIONWARE, INC., c
2
hereinafter referred to as "ENVISIONWARE"; a Georgia Corporation, authorized to do business
in the State of Florida,whose address is 2855 Premiere Parkway, Suite A, Duluth, Georgia 30097- 0
5201, and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,hereinafter referred
to as "COUNTY", a political subdivision of the State of Florida, whose address is 1100 Simonton w
Street, Key West, Florida 33040.
WITNESSETH
1) Term. This Agreement shall be for a period of Three (3) years commencing on February
1, 2021 and terminating January 31, 2024.
E
2) Scope Of Work/Payments.
A) ENVISIONWARE shall provide the hardware and software services listed in
Composite Exhibit A-ENVISIONWARE Quotation 4 US-62671 dated 1/7/2021,US-62672 dated
1/7/2021, US-62674 dated 1/7/2021, and US-62675 dated 1/7/2021 (hereafter"Price Quotes")
B) COUNTY shall pay ENVISONWARE for the faithful performance of said services
the sum of Ninety-five Thousand Two Hundred Sixty and 03/100 ($95,260.03) Dollars in
accordance with Exhibit A. COUNTY'S performance and obligation to pay under this agreement,
is contingent upon annual appropriation by the Board of County Commissioners.
C) COUNTY shall pay in accordance with the Florida Local Government Prompt
N
Payment Act upon submission of a proper invoice by ENVISIONWARE.
D) ENVISIONWARE shall submit to County invoices with supporting documentation
acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern the
Clerk's disbursal of funds. a�
3) Incorporation of Terms and Conditions. The terms and conditions of the Price Quote 2
attached hereto as Exhibit A and the ENVISONWARE End User License Agreement (hereafter
"EULA") attached as Exhibit B are hereby incorporated as if fully set forth herein. The Price
Quote, the EULA and this Hardware and Software License Purchase Agreement shall be
2
collectively known as the "Agreement". 2
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4) Books, Records and Documents. ENVISIONWARE shall maintain all books,records,
and documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Records shall be retained for a iJa
period of five years from the termination of this agreement. Each parry to this Agreement or its
authorized representatives shall have reasonable and timely access to such records of each other 2
parry to this Agreement for public records purposes during the term of the Agreement and for five
years following the termination of this Agreement. If an auditor employed by the COUNTY or c
a�
Clerk determines that monies paid to ENVISIONWARE pursuant to this Agreement were spent
for purposes not authorized by this Agreement,ENVISIONWARE shall repay the monies together 0
with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the
monies were paid by the COUNTY. w
5) Severability. If any term, covenant, condition or provision of the Agreement (or the 2
application thereof to any circumstance or person) shall be declared invalid or unenforceable to 0
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of the Agreement, shall not be affected thereby; and each remaining term, covenant
condition, and provision of the Agreement shall be valid and enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and E
provisions would prevent the accomplishment of the original intent of the Agreement. The parties
agree to reform the Agreement to replace any stricken provision with a valid provision that comes
as close as possible to the intent of the stricken provision.
6) Attorney's Fees and Costs. The parties agree that in the event any cause of action or
administrative proceeding is initiated or defended by any parry relative to the enforcement or
interpretation of the Agreement,the prevailing party shall be entitled to reasonable attorney's fees,
court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing
parry, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
7) Binding Effect. The terms, covenants, conditions, and provisions of the Agreement shall ,
bind and inure to the benefit of the COUNTY and ENVISIONWARE and their respective legal
representatives, successors, and assigns.
8) Authority. Each parry represents and warrants to the other that the execution, delivery ,
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
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9) Adjudication of Disputes or Disagreements. COUNTY and ENVISIONWARE agree
that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. The COUNTY and ENVISIONWARE �a
representative shall try to resolve the claim or dispute with meet and confer sessions. If the issue
or issues are still not resolved to the satisfaction of the parties, then any party shall have the right 2
to seek such relief or remedy as may be provided by this Agreement or by Florida law. This
0
Agreement is not subject to arbitration.
10) Cooperation. In the event any administrative or legal proceeding is instituted against 0
either party relating to the formation, execution, performance, or breach of this Agreement,
COUNTY and ENVISIONWARE agree to participate,to the extent required by the other party, in
all proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. COUNTY and ENVISIONWARE
specifically agree that no party to this Agreement shall be required to enter into any arbitration 0
proceedings related to this Agreement.
11) Nondiscrimination. The parties agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent E
jurisdiction that discrimination has occurred,this Agreement automatically terminates without any
further action on the part of any party, effective the date of the court order. The parties agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of
1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color,
religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended
(20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42
N
USC §§ 6101-6107),which prohibits discrimination on the basis of age; 5)The Drug Abuse Office N
and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of
drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91616), as amended,relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC
§§ 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended,
.N
relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC §§ 12101 Note), as amended from time to time, relating to ';°
nondiscrimination in employment on the basis of disability; 10 Monroe County Chapter Code
p 14 2
Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, -2
J
ancestry, sexual orientation,gender identity or expression,familial status or age; and 11)Any other
a�
Packet Pg. 3784
S.5.h
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nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or
the subject matter of, this Agreement.
i3
12) Covenant of No Interest. COUNTY and ENVISIONWARE covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any manner 2
or degree with its performance under this Agreement, and that only interest of each is to perform a.
and receive benefits as recited in this Agreement. c
2
13) Code of Ethics. County agrees that officers and employees of the County recognize and 0
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of 2
certain information. 0
c,
14) Public Records Compliance. ENVISIONWARE shall comply with Florida public
records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I
of the Constitution of Florida. The COUNTY and ENVISIONWARE shall allow and permit E
reasonable access to, and inspection of, all documents, records, papers, letters or other "public
record" materials in its possession or under its control subject to the provisions of Chapter 119,
Florida Statutes, and made or received by the COUNTY and ENVISIONWARE in conjunction
with this Agreement and related to Agreement performance. The COUNTY shall not have the right
to access proprietary information or information that is otherwise exempt under Florida public
records law. The COUNTY shall have the right to unilaterally cancel this contract upon violation
of this provision by ENVISIONWARE. Failure of ENVISIONWARE to abide by the terms of this
provision shall be deemed a material breach of this contract and the COUNTY may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party,be entitled
N
to reimbursement of all attorney's fees and costs associated with that proceeding. This provision
shall survive any termination or expiration of the contract. ENVISIONWARE is encouraged to
consult with its advisors about Florida Public Records Law in order to comply with this provision.
E
15) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the COUNTY and ENVISIONWARE in this Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage, or local 2
.N
government liability insurance pool coverage shall not be deemed a waiver of immunity to the
extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to "U
contain any provision for waiver.
2
16) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
Packet Pg. 3785
S.5.h
C
compensation, and other benefits which apply to the activity of officers agents, or employees of
p � ppy y � g �
any public agents or employees of the COUNTY, when performing their respective functions
under this Agreement within the territorial limits of the County shall apply to the same degree and �a
extent to the performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County. 2
17) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory c
a�
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of 0
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to,nor shall it be construed as, authorizing the delegation of the constitutional or statutory
duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute
and case law. 0
18) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY E
and ENVISIONWARE agree that neither the COUNTY and ENVISIONWARE nor any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that
any particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general or
for the purposes contemplated in this Agreement.
19) Attestations. ENVISIONWARE agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement. (attached as Exhibit C)
N
N
20) No Personal Liability. No covenant or agreement contained herein shall be deemed to be
a covenant or agreement of any member, officer, agent or employee of the parties in his or her
individual capacity, and no member, officer, agent or employee of the parties shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of ,
the execution of this Agreement.
c
N
21) Insurance Requirements. ENVSIONWARE shall furnish Certificates of Insurance
indicating the required coverage limitations in the following amounts:
Coverage Required Limits
Commercial General Liability $500,000 -2
Vehicle Liability $300,000
Workers' Compensation Statutory
Packet Pg. 3786
S.5.h
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Employers Liability $500,000/$500,000/$500,000
2
Monroe County Board of County Commissioners must be listed as Certificate Holder and iJa
included as Additional Insured on General and Vehicle Liability.
22) Indemnification/Hold Harmless.Notwithstanding any minimum insurance requirements 0.
prescribed elsewhere in this Agreement, ENVISIONWARE shall defend, indemnify and hold the c
2
COUNTY and the COUNTY's elected and appointed officers and employees harmless from and
against(i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, 0
appellate proceedings, or other proceedings relating to any type of injury (including death), loss,
damage, fine,penalty or business interruption, and(iii) any costs or expenses that may be asserted
against, initiated with respect to, or sustained by, any indemnified party by reason of, or in
connection with, (A) any activity of ENVISIONWARE or any of its employees, agents,
contractors or other invitees during the term of this Agreement, (B) the negligence or willful 0
misconduct of ENVISIONWARE or any of its employees, agents, sub-contractors or other
invitees, or (C) ENVISIONWARE's default in respect of any of the obligations that it undertakes
under the terms of this Agreement, except to the extent the claims, actions, causes of action,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or E
omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than
ENVISIONWARE). Insofar as the claims, actions, causes of action, litigation,proceedings, costs
or expenses relate to events or circumstances that occur during the term of this Agreement, this
section will survive the expiration of the term of this Agreement or any earlier termination of this
Agreement. y
23) Notices. - Any notice of other communication from either party to the other pursuant to
this agreement is sufficiently given or communicated if sent by registered mail, with proper
postage and registration fees prepaid, addressed to the party for whom intended, at the following
addresses: N
For COUNTY: For ENVISIONWARE
County Administrator Michael J. Monk, CEO
1100 Simonton Street 2855 Premiere Parkway, Suite A 2
Key West, FL 33040 Duluth, GA 30097-5201
And
And
Monroe County Attorney's Office Barnes&Thornburg 11 P
Jason A.Bernstein
1111 12th St., Suite 408 3475 Piedmont Road N.E., Suite 1700,
Key West, Fl. 33040 Atlanta, GA 30305-3327
or to such other address as the party being given such notice shall from time to time designate to
the other by notice given in accordance herewith.
E
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24) Governing Law,Venue, and Interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to Agreements made and �a
to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement,the COUNTY and 2
ENVISIONWARE agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. c
2
25) Termination for Convenience/Cause 0
An
A) Either of the parties hereto may cancel this Agreement without cause by giving the
other parry sixty (60) days written notice of its intention to do so.
B) Termination for Cause and Remedies: In the event of breach of any contract terms, 2
the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate 0
this agreement for cause with ENVISIONWARE should ENVISIONWARE fail to perform the
covenants herein contained at the time and in the manner herein provided. In the event of such
termination, prior to termination, the COUNTY shall provide ENVISIONWARE with five (5)
calendar days' notice and provide ENVISIONWARE with an opportunity to cure the breach that E
has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the
COUNTY terminates this agreement with ENVISIONWARE, COUNTY shall pay
ENVISIONWARE the sum due ENVISIONWARE under this agreement prior to termination,
unless the cost of completion to the COUNTY exceeds the funds remaining in the contract;
however, the COUNTY reserves the right to assert and seek an offset for damages caused by the
breach. The maximum amount due to ENVISIONWARE shall not in any event exceed the
spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup
monies paid under this Agreement, including the right to sue for breach of contract and including
the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at
N
Section 2-721 et al. of the Monroe County Code. N
26) Mutual Review. This Areement has been carefully reviewed by ENVISIONWARE
and the COUNTY. Therefore, this Agreement is not to be construed against either parry on the
basis of authorship. ,
27) Entire Agreement. This writing embodies the entire agreement and understanding
T
between the parties hereto, and there are no other agreements and understandings, oral or written,
with reference to the subj ect matter hereof that are not merged herein and superseded hereby. Any "U
amendment to this Agreement shall be in writing, approved by the Board of County
2
Commissioners, and signed by both parties before it becomes effective. -2
Packet Pg. 3788
S.5.h
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first 2
i�
above written. �
(SEAL) 2
ATTEST:. BOARD OF COUNTY COMMISSIONERS
KEVIN MADOK; CLERK OF MONROE COUNTY, FLORIDA
By By
Deputy Clerk Mayor Michelle Coldiron
NROE
OVE t;i TO#�l'UEY
/' C�
PEb 0 J. .a ENVISISONWARE, INC
ASSISTA NTY ATTORNEY c
ca
late 1/12/21 By
Title: CEO
r9
STATE OF: Alabama
COUNTY OF: Baldwin
Subscribed and sworn to (or affirmed)before me, by means of 0 physical presence or( online
notarization,on January 12,2021 (date) by Michael J.Munk y
(name of affiant). He/She is personally known to me or has produced
drivers license (type of identification)as identification.
CAAAAAt &AA/-0
CANI7ICE GWIN OLIVER
Notary Public NOTARY PUBLIC
CD
Alabama State at Large cv
My Commission Expires
April 3,2023
N
Packet Pg. 3789
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C
i3
PUBLIC ENTITY CRIME STATEMENT
0
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier,subcontractor, or CONTRACTOR
under a contract with any public entity„ and may not transact business with any public entity in
excess of the threshold amount provided in Section 287,017, for CATEGORY TWO for a period'
of 36 months from the date of being placed on the convicted vendor list."
0
I have read the above and state that neither EnvisionWre, Inc. (Respondent's name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months,
r9
r.
(Signature)
Date: January 12 2021
STATE OF: Alabama
COUNTY OF: Baldwin
cv
Subscribed and sworn to (or affirmed)before me, by means of❑ physical presence or X online
notarization, on January 12, 2021 (date) by
Michael J. Monk (name of affiant) elShe is personally known to
CD
me or has produced drivers license (type of identification) as
identification.
A 1A
1 CANDICE GwlN OLIVER NOTARY PUBLIC
Notary Public
1 Alabama State at Large
My Commission Expires
My Commission Expires. April 3,2023
Packet Pg. 3790
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i3
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 y
MONROE COUNTY, FLORIDA 2
0
ETHICS CLAUSE �
0
EnvisionWare Inc.
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
0
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the
former County officer or employee."
(Signature)
Date: January 12,2021
STATE OF: Alabama
COUNTY OF: Baldwin
Subscribed and sworn to (or affirmed)before me, by means of C! physical presence or X onlineCNI
CD
notarization, on January 12, 2021 N
(date) by Michael J. Monk (name of aff ant). He/She is
personally known to me or has produced drivers license (type of
identification)as identification.
owl, \ T)
CANDICE GwIN OLIVER
NOTARY PUBLIC
Notary Publi
Alabama State at
My Commission ES. mmission Expires
April -2
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2
DRUG-FREE WORKPLACE FORM 6
n
P
The undersigned vender in accordance with Florida Statute 287.087 hereby certifies that: o
EnvisionZName In
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution, o
c�
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of suchUJ
prohibition.
2. Inform employees about the dangers of drug abuse in the workplace,the business' policy
of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees
for drug abuse violations. c,
3. Give each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or
plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of
any controlled substance law of the united States or any state, for a violation occurring in
the workplace no later than five (5)days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available in the employee's community, or any
employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
(Signature)
N
Date: January 12, 2021
STATE OF: Alabama s
COUNTY OF: Baldwin
Subscribed and sworn to (or affirmed) before me, by means of 0 physical presence or I online
notarization, on January 12, 2021 (date) by
Michael J. Monk (name of affiant). He/She is personally known to
me or has produced drivers license >
p (type of identification) as
identification.
NOTARY PUBLIC C
CANDICE GwIN OLIVER
Q11/'6kQ
Notary Public
Alabama State at Large My Commission Expires:
My Commission Expires
April 3,2023 m
Packet Pg. 3792
AO � CERTIFICATE OF LIABILITY INSURANCE DATE(I s.5.n
lli.,,,,,,,r,.�- 1/12/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI:
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE!
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ ,
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed
O
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER NAME: Julee Hager
Diversified Insurance Industries, Inc. PHONE FAX
307 International Circle A/C No Ext: 410-433-3000 A/C,No:410-433-3440
Suite 610 ADDE-MRESS: julee.hager@dii-ins.com
Hunt Valley MD 21030 INSURER(S)AFFORDING COVERAGE NAIC#
O
INSURERA: Great Northern Insurance Co' 20303
INSURED
ENVIS-z INsuRERB: Federal Insurance Co.' 20281
Envisionware, Inc.
2855 Premiere Parkway, Suite A INSURERC: Chubb Indemnity Ins Co.' 12777
Duluth GA 30097 INSURER : O
t�
INSURER E:
INSURER F
COVERAGES CERTIFICATE NUMBER:64888926 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI:
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
O
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICY NUMBER MM/DD MM/DD
A X COMMERCIAL GENERAL LIABILITY Y 35943516EUC 1/8/2021 1/8/2022
EACH OCCURRENCE $1,000,000
PREMISES DAMAGE TO t8
CLAIMS-MADE OCCUR
PREMISES Ea occurrence $1,000,000
MED EXP(Any one person) $10,000
M
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 0)
POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000
X
OTHER: $
A AUTOMOBILE LIABILITY 73565308 1/8/2021 1/8/2022 COMBINED SINGLE LIMIT $1,000,000 W
Ea accidentCD
X ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident ug
$
B X UMBRELLA LAB X OCCUR 79876897 1/8/2021 1/8/2022 EACH OCCURRENCE $2,000,000
EXCESS LAB CLAIMS-MADE AGGREGATE $2,000,000
DED X RETENTION$n $ CD
C WORKERS COMPENSATION 71741378 1/8/2021 1/8/2022 X PER OTH- 'N
AND EMPLOYERS'LIABILITY Y/N STATUTE ER r
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000
OFFICER/MEMBER EXCLUDED? N/ACD
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 CV
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 (B
A Errors&Omission 35943516EUC 1/8/2021 1/8/2022 Per Claim/Aggregate $1,000,000
A Cyber Liab.-Retro Date 1/8/11 35943516EUC 1/8/2021 1/8/2022 Aggregate $1,000,000
Deductible $25,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
Regarding Bodily Injury and Property Damage covered under the General Liability policy,Monroe County Board of County Commissioners is included as
Additional Insured in respects to ongoing operations of Named Insured, if required by written contract.
O
LLJ
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II
ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County Board of County Commissioners m
1100 Simonton Street AUTHORIZED REPRESENTATIVE
Key West FL 33040
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
Packet Pg. 3793 '
Quotation
ENVISJ[-
,v�"NWARE
Env, �ianWar , JInc. US-62671
855 R rii rnii?rak ,i-irk,vs aui u,A l::tULLlth 4 A 0 9.' 5-2'D1, 1/7/2021
t JAI F r e ea .l .800) 2, 1. 7 �.i le�f 1 4`�t�'� 2 �.���5'0 2
-
Bill To TOTAL y
Monroe County Public Library
700 Fleming St.
Key West FL 33040 $5,540.00 0
United States
2
Quote Expires:4/7/2021
0
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Mullins, Pamela
Quotation Title Memo
Marathon-New Branch Systems-CloudNine
0
Qty Item/Description Ship To Unit Price Amount
006-Description (CloudNine Delivery)
The CloudNine platform and the Reservation Service are in the final
phases of development and are not yet publicly released. Any order for
these products will be held until an official release announcement is 0
made.
*****We project release during Q1, 2021*****
0
No project for services will be created until an official release
announcement is made, which means that you will not be contacted by
any consultants until orders are approved for processing. y
0
Description
This quote contains CloudNine Reservation Service items and related a
installation. CloudNine is a software product that is licensed annually 0
through a subscription process. The costs shown on this quote reflect the
first year costs only.
cv
1 CN:RS 0050K $3,500.00 $3,500.00
Envision Ware Reservation Service - Service Population 50,000 to
<100,000
INCLUDES: Reservation Service with unlimited Reservation Types,
Branches, Groups, Users and Client installations, basic grid data
reporting
11 REQUIRED:CN.RS PS 010K Professional Services
# RECOMMENDED: CN:SMS 025K Text messages; CN:EML 0010K
Email
*OPTIONS:CN:AS Advanced Analytics .2
1 CN:SMS 025K $200.00 $200.00
25,000 SMS/Text messages per year. Overages billed annually at.01 per
message
1 CN:EML 0010K $25.00 $25.00
Annual email delivery of receipts, reports (based on Analytics licensing)
from libraryinfo.net Service Population <100,000
0
This information is confidential and proprietary to EnvisionWare, Inc. 1
II 1HIM IIIIIIIIIIIIIII IIII III
US-62671 Packet Pg. 3794
Quotation
ENVISJ[-
,v�"NWARE
r� , �i 1 r , Inc. US-62671
855 R rii rnii?re ,i-irk,vs aui u,A l::tULLlth 4 A GAO 9.' 5_2'D1, 1/7/2021
-
Qty Item/Description Ship To Unit Price Amount
1 CN:RS PS 010K $895.00 $895.00
Professional Services one-time remote consultation for setup, installation
0
and training for the Reservation Service for Service population 10,000 to
<100,000. Most clients installed by customer. For any onsite installation
including client installation add PS-HR *UM Hourly services and PS-
EXPFF items.
0
An
1 CN:AS A 0050K $425.00 $425.00
Envision Ware Advanced Analytics Service-Service Population 50,000 to
< 100,000
Adds graphical dashboards, customization of existing data analytics and
email report delivery.
1 CN:AS PS AA $495.00 $495.00 0
CJ
Professional Services consulting to setup Advanced Analytics and
provide training for advanced capabilities.
SUBTOTAL Items $5,540.00
r9
SUBTOTAL for CloudNine Reservation Service items -Annual costs for
Reservation Service would be $4,150. One-time installation costs of 0
$1,390.00
0
Subtotal $5,540.00
Freight charges are estimated;actual charges will be billed. Freight $0.00
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501 �--
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA
Total $5,540.00
CD
Lu
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIIIII IIII III
US-62671 Packet Pg. 3795
Quotation
ENVIS[-
,v�"NWARE
Env, �ianWar , JInc. US-62672
855 R rii rnii?rak ,i-irk,vs aui u,A l::tULLlth 4 A 0 9.' 5-2'D1, 1/7/2021 0
t JAI F r e ea .l .800) 2, 1. 7 �.i le�f 1 4`�t�'� 2 �.���5'0 2
-
Bill To TOTAL y
Monroe County Public Library
700 Fleming St.
Key West FL 33040 $54)264.30
United States
Quote Expires:4/7/2021
0
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Mullins, Pamela
Quotation Title Memo
Marathon-New Branch Systems
0
Qty Item/Description Ship To Unit Price Amount
Description Marathon
This quote contains software and hardware itens plus related installation.
The costs shown are for the first year only.
1 LPT ENT Building Bundle[1st] Marathon $795.00 $795.00
LPT.ONE ENTERPRISE - FIRST BUILDING BUNDLE - Provides an
unlimited number of licenses for the following components installed in a r-
single library building:
Job Queue Engine (JQE), Print Release Terminals (PRT), LPT.One
Administrator and LPT.One Quick Reporter
8 LPT ENT Clients(001) $85.00 $680.00
LPT.-ONE CLIENT LICENSE-TIER 01 -09
Print management software installed on each public computer
0
1 ECS-SelfSery Bldg[1st] $1,995.00 $1,995.00 0
ENV/SIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND y
TERMINAL SYSTEM[1st Building]Software for Web, Kiosk Transactions
and Terminal-based payment. Payment methods include cash, vending, cv
accounts and credit cards. Web can be used by patrons for fine payment
and account revalue.
Terminals can be integrated with OneStop Self Checkout stations, Self
Service Kiosks (Launch Command), Library Document Station, Print
Release Terminals,Polaris Staff Clients and Polaris ExpressCheck
+Required.Windows server and SSL certificate.
+ Required for Millennium and Sierra: EW PTS and III Fines Payment
Web Service(118FP-WS)
+Card Terminal subscriptions are quoted separately
m
0
This information is confidential and proprietary to EnvisionWare, Inc. 1
II IIIIIII IIIIIIIIIIIIII III II III
US-62672 Packet Pg. 3796
Quotation
ENVIS[-
,v�"NWARE
r� , �ianWar , JInc. US-62672
855 R rii rnii?rak ,i-irk,vs aui u,A l::t€.LLlth 4 A 0 9.' 5_2'D1„ 1/7/2021
t JAI F r e ea .l1.800) ,2, 1. 7 �.i le�f 1 4`�t�'� 2 �.���5'0 2
-
Qty Item/Description Ship To Unit Price Amount
1 CPM Bldg [1st] $595.00 $595.00
COPY PAYMENT MANAGER(First Building]-Software for kiosk-based
0
payment of copies via cash (vending), account(ILS or MySQL)and Credit
Card. Launch from Copy Payment Manager menu, Launch Command or
OneStop. Install on local Windows Pro Desktop or on a Windows Server
for enterprise management.
c�
+ Required: CBA-VX Coin/Bill Acceptor, X11-V Vending Kiosk, or, for
customers with CBA-V, a CBA-V to VX upgrade kit
+CBA-V Series Copier Cable
+ECS-SelfSery eCommerce Software
+Card Terminal subscriptions are quoted separately
1 LPT MPS-1YR-U Marathon $695.00
SUBSCRIPTION (1-Year Prepaid) MobilePrint Service(tm) - Print from
virtually any patron device via App, Email or Custom Web Portal.Pick up
at LPT.One Print Release Terminals.No additional hardware required.
-Licensed by the number of Buildings or Job Queue Engines, whichever
is greater.
++REQUIRES LPT.One Envision Ware Print Management v4.9+
2 SSC-X1 1-KVTS#-BK-BK("USD)3T MX915 v4(N) Marathon $8,695.00 $17,390.00
X11 Vending Kiosk(Network Capability) -Software Included w/Terminal
Mount 21.5" Touch Screen Display Windows 10 Pro Integrated High
Capacity Receipt Printer 1 D/2D Smartphone-ready barcode scanner
DeskPad RFID Reader/Antenna Next Generation Vending Control System
-Copy Payment-ready Coin Acceptor Bill Validator 10 It Ethernet Cable/6
ft Power Cord OneStop Self Service Circulation Software RFID Software '✓
Suite Verifone MX915 Credit Card Terminal Mount
2 CBA-V/VX/N-U COPIER-CABLE Marathon $149.00 $298.00 N
ENVISIONWARE CBA VX/N COPIER CABLE - Connects an
Envision Ware Series VX/N Coin/Bill Acceptor to a Copier
SPECIFY COPIER***
Manufacturer:Canon
Model.ImageRunner Advance C256iF Ill
2 TS-6 BS Marathon $13,965.00 $27,930.00
Envision Ware Tablet Station-6-Tablet Model
System consists of the Tablet Base Station with software, 6 Samsung
Galaxy 10.5 Tablets with Secure Tablet Enclosures, first year SaaS Cloud �+
Management Subscription and hardware warranty.
++Purchase commits to a 3-year subscription.
SUBTOTAL Items $50,378.00
SUBTOTAL for Software, Hardware, and Subscription Items Above
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIIII III II III
US-62672 Packet Pg. 3797
Quotation
ENVIS[-
,v�"NWARE
r� , �i 1 r , Inc. US-62672
855 R rii rnii?re ,i-irk,vs aui u,A l::tULLlth 4 A GAO 9.' 5-2'D1, 1/7/2021
-
Qty Item f Description Ship To Unit Price Amount
1 PS-PM-BLDG $1,000.00 $1,000.00
ENVISIONWARE COLLABORATIVE PROJECT SERVICES -- PER
0
BUILDING
*Includes installation of all products ordered or guidance to install items
as part of a single project/trip on a per building basis. Envision Ware
generally installs management or host components and trains customers
in the deployment of Client modules.
*A Statement of Work (SOW) will be developed collaboratively which
defines the responsibilities of Envision Ware and your staff and includes
consulting services, planning, installation, training and acceptance
criteria.
1 PS-EXPFF-U 1st Day $1,475.00
ENVISIONWARE PROFESSIONAL SERVICES - Onsite Installation
Administrative Costs
SUBTOTAL Services $2,475.00
SUBTOTAL for Envision Ware Professional Services-includes 3 days on- r.
site for all items shown on this quote plus credit card terminals and
payment gateway from quote#US-62674, if those terminals and gateway
are ordered during a timeframe that would allow simultaneous installation
under a single installation project.
Subtotal $52,853.00 N
Freight charges are estimated;actual charges will be billed. Freight $1,411.30 W
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CACD
Total $541264.30 cN
Lu
This information is confidential and proprietary to EnvisionWare, Inc. 3
II IIIIIII IIIIIIIIIIIIII III II III
US-62672 Packet Pg. 3798
Quotation
ENVISJ[-
,v�"NWARE
Env, �ianWar , JInc. US-62674
855 R rii rnii?rak ,i-irk,vs aui u,A l::tULLlth 4 A 0 9.' 5-2'D1, 1/7/2021 0
t JAI F r e ea .l .800) 2, 1. 7 �.i le�f 1 4`�t�'� 2 �.���5'0 2
-
Bill To TOTAL y
Monroe County Public Library
700 Fleming St.
Key West FL 33040 $1 '009.54,
United States
2
Quote Expires:4/7/2021
0
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Mullins, Pamela
Quotation Title Memo
Marathon - New Branch Systems - Credit Card
Terminals and Payment Gateway
0
Qty Item/Description Ship To Unit Price Amount
Description Marathon
This quote contains only credit card terminals and related payment
gateway. This is bundled together into a single subscription iten with a 3- 0
year minimum commitment, billed on an annual basis. The costs shown
on this quote are for the first year only.Renewal costs would be the same.
2 ECS-SelfSery T915-Y Marathon $495.00 $990.00 0
SUBSCRIPTION (Annual): Uerifone Terminal, PAYware GATEWAY
Transactions, Interface, for unlimited transactions/month for 12 months
on POINT platform y
0
Subscription term:3 year commitment.
Full balance of term payable for early termination. **
**Lead Time:10 weeks
2 ECS-T915-POINT HWTI Marathon $0.00 $0.00 (n
ZERO COST INTERNAL terminal hardware tracking item.
cv
"Third-party processor vendor must be selected from approved list before
this item can be ordered"
ECS PWC Terminal Processors: Processor Not Listed
m
Description Marathon
No installation is included on this quote.if these items are ordered during
a timeframe that would allow simultaneous installation under a single N
installation project, installation can be done along with the items included
on quote # US-62672. If ordered after that project has been completed,
then additional installation costs would be incurred.
m
0
This information is confidential and proprietary to EnvisionWare, Inc. 1
II IIIIIII IIIIIIIIIIIII IIIII I III
US-62674 Packet Pg. 3799
Quotation
ENVISJ[-
,v�"NWARE
r� , �ianWar , JInc. US-62674
B 5 5 R rii rnii?re ,i-irk,vs aui u,A l::tULLlt�) 4 A GAO 9.' 5-2D1„ 1/7/2021
t JAI F r e ea .l .800), 2, 1. 8 370 D i 1 4,6 , 2 00 2
U
Subtotal $990.00 y
Freight charges are estimated;actual charges will be billed. Freight $19.54
Send your purchase order or email confirmation to: Total Tax $0.00
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply:I htt //s stem.envisionware.com/terms PST-CA
P� Y
Total $1,009.54
0
N
CD
Lu
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIII IIIII I III
US-62674 Packet Pg. 3800
Quotation
ENVISJ[-
,v�"NWARE
Env, �ianWar , JInc. US-62675
855 R rii rnii?rak ,i-irk,vs aui u,A l::tULLlth 4 A GAO 9.' 5_2'D1, 1/7/2021 0
t JAI F r e ea .l .800) 2, 1. 7 �.i le�f 1 4`�t�'� 2 �.���5'0 2
-
Bill To TOTAL y
Monroe County Public Library
700 Fleming St.Key West FL 33040 $34,446. 1 90.
United States
2
Quote Expires:4/7/2021
0
Federal EIN Currency Terms Sales Rep
58-2424595 US Dollar Net 30 Days Evans, Ken
Quotation Title Memo
Marathon-New Branch Systems-Locker System
0
Qty Item/Description Ship To Unit Price Amount
1 ACCELERATED DEVELOPMENT Marathon $0.00
ENVISIONWARE ACCELERATED DEVELOPMENT SERVICE for
r9
EnvisionWare Software as follows: **The order depends upon the release
of Locker Service 0.0. The project creation should be put on hold 0
pending setup of the hardware delivery schedule. Unit needs to be in
place by opening of the new library on Marathon Key.April 1st move-in,
with end of April/early May for delivery/installation of our rfid &
Reservation Services. Grand Opening July 1st** 0
Description Marathon
This quote contains EnvisionWare Holds Locker software and hardware y
items plus related installation. The costs shown on this quote are first year 0
costs only.
**Email, SMS &Advanced Analytics for this product are included in the
CloudNine Reservation Service from quote#US-62671.
CM items are used only for hardware diagnostics and DVR access --not
needed for system administrtion.**
m
0
N
m
0
This information is confidential and proprietary to EnvisionWare, Inc. 1
II IIIIIII IIIIIIIIIIIII IIIIII III
US-62675 Packet Pg. 3801
Quotation
ENVISJ[-
,v�"NWARE
r� , �ianWar , JInc. US-62675
855 R rii rnii?rak ,i-irk,vs aui u,A l::t€.LLlth 4 A GAO 9.' 5-2'D1„ 1/7/2021
-
Qty Item I Description Ship To Unit Price Amount
1 HL Base S#-U Marathon $27,600.00 $27,600.00
ENVISIONWARE LIBRARY HOLDS LOCKER - BASE SYSTEM
0
consisting of:
36-Lockers with Technology System
stem
Y
-Holds Locker Service subscription
-21.5 in Touch Screen Display: 1680x1024 1500:1
- Windows 10 Pro Computer: Quad core Intel, 4G DDR3, 128GB SSD,
1 GB Ethernet
-(2) Security cameras with(1)DVR(30-day recording)
-Backlit branding panel
-Patron cards:RFID and barcode
-Items:RFID and barcode
-Receipt printer(Patron can choose print or email)
-Automatic locker LED illumination
-Door open/close detection
-Sound
*!REQUIREMENTS!*
-ILS:SIP2 with BookSort Extensions(Sierra requires Sorter API)
-Internet Connection _
- 120V 20A Power[Power w/o heat:400W( Power with heat: 1200W]
-Overhang or canopy for outdoor installation
-Central Management Gateway for viewing DVR
-Hardware Installation and logistics
#OPTIONS#
- 45-Locker Expansion Cabinets (1 - 4 may be added) Max lockers per
system:216
-Customer Central Management Control Licenses
-Canopy and optional side panels
-CloudNine(r)Email Services
-CloudNine SMS Services
-CloudNine Advanced Analytics Service cv
1 CM Gateway Marathon $165.00 $165.00
ENVISIONWARE CENTRAL MANAGEMENT GATEWAY is a single
license to create a broker service between the CM Clients on your
network,your CM Controls, and EnvisionWare Support via the Internet.
+ Requires opening one port on your firewall to EnvisionWare's IP
address range.
2 CM Control Marathon $125.00 $250.00
ENVISIONWARE CENTRAL MANAGEMENT CONTROL LICENSES -
For installation on network IT or staff computers. The Control License
provides remote connectivity to CM Clients that are on host computers or
UJI
OneStop stations. Staff can use a control license to remotely interact with ,
patrons and update systems from a central location.
1 CM Client Marathon $35.00 $35.00 _
ENVISIONWARE CENTRAL MANAGEMENT CLIENT - Install on
OneStop computers or host systems. When a Control license is installed
on a staff computer, staff can interact with patrons using self checkout or
other computers running the CM Client. Staff can view station screens in
stealth or alert mode and update systems.
This information is confidential and proprietary to EnvisionWare, Inc. 2
II IIIIIII IIIIIIIIIIIII IIIIII III
US-62675 Packet Pg. 3802
Quotation
ENVISJ[-
,v�"NWARE
r� , �i 1 r , Inc. US-62675
855 R rii rnii?re ,i-irk,vs aui u,A l::tULLlth 4 A GAO 9.' 5-2'D1, 1/7/2021 0
-
Qty Item/Description Ship To Unit Price Amount
Subtotal $28,050.00
0
1 HL PM $4,000.00 $4,000.00
ENV/SIONWARE TURNKEY PROFESSIONAL SERVICES FOR HOLDS
LOCKERS
0
This item covers turnkey ProServices labor for the planning, installation
and education related to the deployment of a Holds Locker System
NOTE: Additional panels will be installed at no added charge when
ordered with the initial Base system.
1 PS-EXPFF-U 1st Day $1,475.00 uE
ENVISIONWARE PROFESSIONAL SERVICES - Onsite Installation
Administrative Costs 0
CJ
SUBTOTAL Services $5,475.00
SUBTOTAL for 3 Days Onsite EnvisionWare Professional Services
r9
Subtotal $33,525.00
Freight charges are estimated;actual charges will be billed. Freight $921.19
0
Send your purchase order or email confirmation to: Total Tax $0.00 0
EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501
Standard terms and conditions apply: http://system.envisionware.com/terms PST-CA 0
0
Total $341446.19
CD
Lu
This information is confidential and proprietary to EnvisionWare, Inc. 3
II IIIIIII IIIIIIIIIIIII IIIIII III
US-62675 Packet Pg. 3803
S.5.h
C
ENVISIONWARE STANDARD TERMS AND CONDITIONS
For Non-Contract System Orders t
1. Subject to these Terms and Conditions we hereby grant to you a non-exclusive license,
without the right to sublicense, to the Software specified in the Specification to (i) install, use 2
and display the Software on the designated systems; and (ii) use the documentation solely in
connection with the authorized use of the Software. All Software is licensed and not sold. We 0
retain all rights not specifically granted in these Terms and Conditions. The terms of use of
the Software are contained in the Software End User License Agreement and Warranty
("EULA")incorporated by reference: http://system.envisionware.com/terms. 0
2. You agree to respect our intellectual property, that you will not use our trademarks or logos W
without our permission, and that you limit access to provided technical documentation to
your library staff. We own or have a license to use the Software. Under no circumstances
may you transfer our manuals, documentation, software, or license to another entity without
our prior written approval. Any transfer in violation of this provision shall be of no power or 0
effect. You agree to not provide any of our Products, Software, documentation, confidential a
information or licenses to a competitor of ours. You may not publish technical information
about our Products in a forum that is publicly accessible. Your use of the Product on a
protected Intranet is acceptable provided that only your staff has access to the system.
3. We reserve the right to list you as our customer on our customer list. You have final review
and approval over any proposed press release or announcement about the installation of our
products at your Library.
4. You agree that other public institutions may acquire products directly from EnvisionWare
using the prices published in this purchase agreement.
5. Our payment terms are as follows:
A. For all purchases except maintenance and subscription or recurring monthly, quarterly or
annual services we will invoice for Hardware and Software as outlined on your "Sales
Order Confirmation'. Payment terms are set forth in each Quotation.
i) Custom or built-to-order Products include, but are not limited to, sorters, 24-Hour
Library, kiosks and other products which may be noted in the item description in the E
Quotation as being custom-built or made to order.
a�
ii) All Quotations that include custom or built-to-order Products require an advance
deposit, which must be received by EnvisionWare before orders can be placed with 0
our factories. The deposit is non-refundable unless we fail to comply with the T
applicable Acceptance Criteria in the Statement of Work.
iii) Acceptance Criteria are developed in advance of delivery. Acceptance tests are
conducted upon installation of each component for which Acceptance Criteria have
been defined.
EnvisionWare_Standard_Tenns_Conditions(1).doc Rev. 22 May 2018
Packet Pg. 3804
S.5.h
Page 2 of 11
iv) When all tests pass for items on a Sales Order Confirmation the Customer must
confirm an Order Acceptance.
U
B. Maintenance: Full payment prior to expiration of your first year warranty or prior to the 0)
expiration of the current maintenance period.
C. Subscription and Rental Services: Full payment prior to expiration of your current, fully
paid month, quarter or year as defined in your subscription or rental agreement. c
a�
6. We are not responsible for delays caused by non-working library equipment, viruses or
worms on your systems, or any other delays caused by you, your staff or your consultants. If 0
you cause delays that result in added expense to us, we will issue a change order to recover >
for those losses and you agree to pay for such losses. We will be responsible for delays w
caused by us. We will notify you promptly and in writing if there is a delay, which will add
expense.
7. You agree to provide adequate space, network connections, and power as outlined in the is
Specification for each device. For building modifications, we agree to provide technical
documentation that clearly defines the requirements for the modifications. We are
responsible for the accuracy of the documentation we provide. If an error in our
documentation results in construction error, we will be responsible for such error, but we E
retain the right to obtain competitive bids to mitigate the costs of remedy. You are
responsible for ensuring the modifications are completed prior to our scheduled installation
time. If modifications are not completed or are incorrect, you will be responsible for
correcting the errors and for payment of the costs associated with the lost time and travel of
our staff.
8. We will install the Product on your computers (per the Specification) or those provided by us
provided you make a library technical staff person available to provide administrative access
and aid us in resolution of any issues relating to network connection, permissions, or other
things over which we have no control.
9. Notwithstanding the Warranty Period start date stated in the EULA, for the specific Products
set forth in the applicable Quotation the applicable Product Warranty Period will commence
upon your acceptance of the items specified in the applicable Quotation that EnvisionWare
provided to you as a formal quotation for products and services. We will maintain the
Product during the applicable Warranty Period. You will be responsible for basic
troubleshooting and providing assistance to our support staff that will assist via email,
telephone, remote access, chat or other tools that provide access and communication with
you and your system. If an on-site visit is required because of a hardware failure that is not
easily remedied by a simple swap of a module, we will come on site at no additional expense .2
to you. The performance terms of the Product Warranty set forth in the EULA are superseded
if the Platinum or PlatinumPLUS Maintenance Program apply to you. Support is provided for
the particular Products or Services according to the applicable Maintenance Program as set
forth in the Quotation.
10. You agree to provide remote access via the Central Management system we install as part of
this Product. If you do not agree, we will increase your annual maintenance agreement cost E
by 10%.
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11. During the Warranty Period, we will respond to your questions and aid you in the support of
your Product as stated in the applicable Maintenance Program. If you need additional
installation services for expansion of your system or reinstallation of systems because of your �a
hardware failures or related issues, our Professional Services Implementation Consultants
will be available to help you for a fixed rate via telephone or on-site as defined in the price
schedule set out in the quotation or RFP response.
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12. We support only the then-current release of the given Software and the most recent previous
release. We will provide notice of available Software updates, which you may download at
your convenience and install on your systems according to your timetable for as long as you
are covered under the Product Warranty or Maintenance Program. In order to know about 0
these updates, you must subscribe to our customer forum or Twitter feed.
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13. When you update the software, we will answer your questions for these processes and help
you to understand how to perform your upgrades. If you wish to have us perform your 2
upgrades, we will provide options for acquiring those services from our Professional Services
group.
14. We will use skilled professionals in our training that will help to use your system effectively,
plan a seamless implementation experience and obtain maximum value for your investment.
We will minimize disruption to your current services and we will work in a professional E
manner that assures continued good public service and convenience for your staff. Upon
successful completion of implementation and your total satisfaction, we will ask that you
serve as a reference for us to other libraries that are considering similar purchases.
15. You agree to pay us according to the payment terms in the Quotation. If you do not provide
timely payment, we will discontinue providing our services and support to you. In the event
that you are ever dissatisfied, we ask that you contact us and provide an opportunity to
remedy any problems. You may escalate your service request at any time by sending an
email to customersatisfaction@envisionware.com.
16. You may purchase additional maintenance agreements for future years at a discount if you
pay for additional maintenance with your original order. If you do not pay in advance for
maintenance, near the end of the warranty period or each successive maintenance renewal
period, you will receive an invoice for the annual maintenance agreement. We will provide a
separate value for Software and Hardware for Time and Materials and the Gold Support
Level so that you can decide to cover your entire system or only Software. If you elect
hardware coverage, all items must be covered. Platinum and PlatinumPLUS customers agree
to maintenance for all products in use. For all Support Levels, if you retire an item and take
it out of service you may contact Maintenance Services to have the item removed from your
Maintenance Record. You will not have hardware protection without an agreement, which v,
also means that you will not have access to firmware updates. If you choose not to purchase
hardware coverage, the alternative is a time and materials charge plus expenses. When you
are covered by hardware maintenance, you have the assurance of prompt remedy, which
cannot be provided under the same Service Level Guarantee under a time and materials
program. If you fail to pay your maintenance invoice on time, you will receive a 30-day
grace period after which your support services and access to downloads will be suspended
until payment is received. Maintenance agreements are available under one of four
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"Maintenance Programs" described below. The program you have elected is stated in the
applicable Quotation. 2
6
A. "Standard Support Hours" are 8:30 a.m. to 7:00 p.m. Eastern US Time, Monday W
through Friday, excluding U.S. federal holidays. Our goal for customers under a
maintenance agreement is to answer 90% of all incoming support calls with a live
technician. Platinum and PlatinumPLUS customers have 24x7x365 access to Support.
0
2
B. Maintenance Programs
i) Time and Materials: If you are not covered by a maintenance agreement, when n
service of any kind is required you may contact support during Standard Support >
Hours (Monday — Friday 8:30am to 7:00pm Eastern Time, excluding U.S. federal
holidays). There is no after-hours support available in the Time and Materials
maintenance program. 2
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Support services include:
2
• Support Hours: Monday —Friday 8:30am to 7:00pm Eastern Time, excluding �a
US federal holidays y
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 4 hours during Standard Support Hours
• Dispatch of onsite service within 2 business days of determining a site visit is
required
• Guaranteed onsite response arrival of 3 business days after determining a site
visit is required 0
• Maximum time to attempt a remedy of a major outage is 5 business days
• North America Toll Free calling: 888-409-0888 LU
• Access the User to User Forum,provided that signup occurs via the Customer
Center prior to expiration of the warranty period and prior to transitioning to
Time and Materials status.
0
Support Process:
• The support technician will forward terms for time and materials for your
acceptance per Support Case. E
• Upon authorized email acceptance of the terms, the technician will provide the
requested services at our then-current hourly rate.
• There is a minimum charge of one hour per incident. All hardware, labor and
travel expenses will be invoiced.
• Upon determination that a site visit is required, the support technician will
provide you with a quote for time, estimated materials and expenses, using
EnvisionWare's flat expense rates.
• Upon quote acceptance, our goal is to dispatch a technician the same day for a
determination made by noon Eastern time or the next business day for
approvals received after noon Eastern time.
• The maximum interval for onsite arrival is 3 business days after
determining that an onsite visit is required and approval is received.
• You will be invoiced for the total number of hours for remote and onsite
work plus the total number of onsite travel expenses.
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Support Services do not include:
• Access to LiveChat, the Knowledge Base, software downloads or
documentation after the expiration of a warranty.
Note: Customers must download the electronic documentation for their
installed versions of licensed Products before transitioning to Time and LU
Materials.
• Software patches and new versions of licensed software.
• If a Software or firmware update is required, you may have the option to
catch up on lapsed maintenance (see Section 20) or you may pay for a new
license, if available, based upon whichever is lower in cost. E
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• There is no separately available software license for embedded systems 2
such as sorters (AMH) and 24-Hour Libraries and turnkey 2
hardware/software systems in which the software is part of the item �a
bundle.
• Hardware Revisions, which are included in maintenance for sorters
(AMH) and 24-Hour Libraries, may not be available for purchase under
Time and Materials. c
• The EnvisionWare (10) year life guarantee program. 2
• After(5)years, "ten (10) year systems" will become part of an End of Life
program in which maintenance automatically escalates in year 5 and 0
continues to rise each year thereafter according to the limits set forth in
Section 3. w
• An End of Life notice may identify certain parts or modules which may no
longer be available.
• If the at-risk items fail, we will attempt to extend the life of your system
by providing a quotation for a replacement module or alternative sub- is
system.
• If options to extend the life are not available, we will provide a reduced
price upgrade quotation to replace your system if an upgrade is available.
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ii) Gold Level Support: Services are available via the EnvisionWare Customer Center
portal and via toll-free telephone in North America during Standard Support Hours
(Monday —Friday 8:30am to 7:00 pm Eastern Time, excluding U.S. federal holidays).
There is no after-hours support available in the Gold Level maintenance program. c,
Support services include: �--
• Standard Support Hours: Monday — Friday 8:30am to 7:00pm Eastern Time,
excluding US federal holidays
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Services during Standard Support Hours
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 4 hours during Standard Support Hours
• Dispatch of onsite service within 1 business day of determining a site visit is
required
• Guaranteed onsite response arrival of 2 business days after determining a site
visit is required T
• Maximum time to attempt a remedy of a major outage is 3 business days
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• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours 2
• Responses to online Support Cases
24-Hour Services a
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• User-to-User Forum (24 hour)
• Downloadable Software defect fixes 2
• Downloadable New software releases
• Downloadable electronic documentation
• Searchable Knowledge Base 2
• Create and view Support Cases
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• Online Defect/Enhancement view
2
• Online Project Status Tracking
• Library Marketing Kits
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Support Services do not include:
• Preventative Maintenance service 2
• After-hours support
iii) Platinum Level Support: Services available via the EnvisionWare Customer Center
portal during Standard Support Hours and via toll-free telephone in North America E
24x7 365 days per year. Routine services should be scheduled during normal support
hours. After hours support is for emergency calls only and must be made via the toll-
free telephone number using your Platinum support access PIN. u
Our objective is to have calls answered within 2 hours during all times and onsite
response generally dispatched within 4 hours of determining that a site visit is
required. The maximum interval for onsite arrival is 24 hours after determination that
a site visit is required.
Platinum Level Service requires continued coverage of all items purchased from
EnvisionWare that remain in use by you except for consumables.
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Support services include:
• Support Hours: 24 x 7 x 365 (for telephone support)
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 2 hours
• Dispatch of onsite service within 4 hours of determining a site visit is required
• Guaranteed onsite response arrival of 24 hours after determining a site visit is
required T
• Maximum time to attempt a remedy of a major outage is 48 hours LUU
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours 2
• User-to-User Forum (24 hour)
• Downloadable software defect fixes
• Downloadable new software releases E
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• Downloadable electronic documentation
• Searchable Knowledge Base 2
• Online Customer Center Support Case Management (24 hour — response
during Standard Support Hours)
• Online Defect/Enhancement view 2
• Online Project Status Tracking
• Library Marketing Kits c
• Preventative Maintenance: 2
o If a sorter (AMH) or a 24-Hour LibraryTM unit is purchased, a
Preventative Maintenance site visit is performed within 60 days of 0
each annual renewal.
o Continual, consecutive Platinum Level Support renewals assure a long
life for Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no 2
case exceeds a guaranteed lifetime of ten (10)years.
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of t�
ten (10) years provided there is continued Platinum maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten (10)year guarantee. E
iv) PlatinumPLUS Level Support: Services available from a Resident Technician via
the EnvisionWare Customer Center portal and via a dedicated telephone number
24x7, 365 days per year.,
"Resident Technician" means a local field technician employed by us that dedicates
50% of his or her time to service your library. The Resident Technician's priority is
focused on your uptime.
Our objective is to have telephone calls answered by the Resident Technician within
1 hour during all times, to have onsite response dispatched within 2 hours of
determining that a site visit is required, and to have the maximum interval for onsite
arrival to be 6 hours or less after determining that a site visit is required.
PlatinumPLUS Level Service requires continued coverage of all items purchased
from EnvisionWare that remain in use by you except for consumables.
Support services include: N
T
• Support Hours: 24 x 7 x 365
• 95% of incoming calls answered with a live technician
• Response time to incoming calls is 1 hour 2
• Dispatch of onsite service within 2 hours of determining a site visit is required
• Guaranteed onsite response arrival of 6 hours after determining a site visit is
required E
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• Maximum time to attempt a remedy of a major outage is 36 hours
• North America Toll Free calling: 888-409-0888 2
• LiveChat via the Customer Center during Standard Support Hours
• User-to-User Forum (24 hour)
• Downloadable software defect fixes 2
• Downloadable new software releases
• Downloadable electronic documentation c
0
2
• Searchable Knowledge Base
• Online Customer Center Support Case Management (24 hour — response
during Standard Support Hours)
• Online Defect/Enhancement view
• Online Project Status Tracking
• Library Marketing Kits
• Preventative Maintenance:
o This service is continual and performed incrementally each month by c
the Resident Technician and/or other EnvisionWare technicians and
engineers as required.
o The Preventative Maintenance service includes proactive replacement
of parts, routine cleaning, system updates and performance testing and
certification.
o Continual, consecutive PlatinumPLUS renewals assures a long life for
Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no
case exceeds a guaranteed lifetime of ten (10)years. -�
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime off
ten (10) years provided there is continued PlatinumPLUS maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten (10)year guarantee.
• The Resident Technician can provide or coordinate ongoing training and
orientation for new staff.
• Spare parts are stocked locally. You must provide network access, locked
storage and facility and computer access to facilitate the proactive delivery of
services.
• Direct escalation path to the Director of Support.
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• In addition to Support, Preventative Maintenance, and proactive upgrades, the 2
Resident Technician will be available for consultation and planning to aid in
rollout and system-wide upgrade programs that include any EnvisionWare
applications. The Resident Technician can provide insight into pending T
releases and can serve as your advocate for product enhancements.
• The Resident Technician will collaborate with your staff to develop a routine
schedule for reporting and status meetings.
• When a Resident Technician is scheduled away from the local area, such as _2
during vacation time, a backup technician will be assigned to provide the
PlatinumPLUS services. The backup technician will provide the same a
response times as the Resident Technician.
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C. Should we fail to achieve the applicable performance objective for the Platinum or
PlatinumPLUS Level Maintenance Programs measured as an average of all failures over y
a calendar quarter not meeting the applicable objective of all incidents and if you have
notified your dedicated EnvisionWare technician or our Director of Support via email
(with appropriate details of the case number and the failure) no later than thirty (30)
0
calendar days from the end of the calendar quarter in which failure occurred, we will
credit the next invoice to you in the amount of one month of maintenance as prorated for
that item being serviced. The measurements will reset each calendar quarter.
D. A failure to achieve a service objective shall not be a breach of the maintenance
agreement or give rise to a credit if and to the extent that failure to achieve a service
objective was primarily caused by any one or more of the following:
i) Prioritization of tasks or reduction of resources requested by you in writing with the
written understanding by the parties that we will be excused by any resulting service
level impact;
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ii) Occurrence of a Force Majeure event(as defined herein);
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iii) Any breach, failure to perform an agreed upon responsibility, user error or other act
or omission of you or your customers, third party contractors or agents that materially
prevents us from achieving the applicable service level; or,
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iv) Problems originating from your facility, network, hardware, software, hosting or
storage provider, server or other provider, that are outside the scope of our services.
E. Force Majeure Events. Except for payment obligations by you, neither party shall be held .�
responsible for any delay or failure in performance of any obligation under this
Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, acts
of terrorism, strike, embargo, government requirement, civil or military authority, act of
God, act or omission of carriers or other similar causes beyond its control (each, a"Force
Majeure" event). If any Force Majeure event occurs, the party delayed or unable to
perform ("Delayed Party") shall give immediate notice to the other party ("Affected
Party"), and the Delayed Party, upon giving prompt notice to the Affected Party, shall be E
excused from performance under this Agreement for the duration of the Force Majeure
event, provided, however, that the Delayed Party shall take all reasonable steps and
cooperate with the Affected Party to avoid or remove the cause of non-performance and
shall resume performance hereunder with dispatch when the cause is removed; and
provided further that if the Delayed Party cannot within sixty (60) days remove the cause .T
of non-performance, the Affected Party may terminate this Agreement.
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17. Re-establishing Maintenance After a Lapse:
2
A. If your budget or other reason prevents you from acquiring maintenance or local
ordinance prevents an annual agreement in advance of a fiscal period, your system will
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not be disabled by expiration of the maintenance agreement, but, as of the date of
expiration, you will not have further access to updates, upgrades or technical support. 2
6
B. If you later choose to resume maintenance, you will be charged as follows:, W
i) The full amount of the next twelve (12) months of maintenance; and.
ii) Any time and costs for updating Hardware or Software or for on-site visits; and, c
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iii) A catch-up fee as follows:
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(1) for Software maintenance: 50% of the amount of maintenance that would have
been paid if maintenance had been maintained (calculated on an annual basis) or w
(2) for Hardware maintenance: 100% of the amount of maintenance that would have
been paid if maintenance had been maintained (calculated on an annual basis),
subject to the availability of support for the Hardware you have at the time of re- 0
establishing maintenance.
C. The amounts above cover the continuing development and evolution of the system during
your lapsed period. The fact that you did not avail yourself of telephone or other support
services during the period the Produce was covered by maintenance is no cause for
adjustment. If you have replaced Hardware that is no longer supported by us, in order to
be eligible for re-establishment of maintenance on the Hardware you will need to
purchase new Hardware from us. As part of re-establishing maintenance we will provide
you with the updates to the Software -�
D. Re-establishment of lapsed maintenance is permitted only once.
18. Professional Services. Upon request and agreement between the parties, we shall provide you
with professional consulting or training services ("Professional Services") according to the
applicable Professional Services Statement of Work ("SOW"). The parties acknowledge that
the scope of the Professional Services provided hereunder consists solely of any or all of the
following: (a) assistance with Software or Hardware installation, deployment, and usage; (b)
training in use of the Software or Hardware; and, (c) delivery of additional related Software
or code proprietary to us. You shall have a limited license right to use any deliverables
(including any documentation, code, Software, training materials or other work product)
delivered as part of the Professional Services ("Deliverables") solely in connection with your <
permitted use of the Software, subject to all the same terms and conditions herein as apply to
your Software license, and subject to any additional terms and conditions provided with the
Deliverables. You may order Professional Services under a SOW describing the work to be 2
performed, fees and any applicable milestones, dependencies and other technical
specifications or related information. Each SOW must be signed by both parties before we w
will commence work under such SOW. If the parties do not execute a separate SOW, the
Services shall be provided as stated on the Quotation. You agree to reimburse us for
reasonable travel and lodging expenses as incurred.
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ENVISIONWARE, INC.
END USER LICENSE AGREEMENT AND LIMITED WARRANTY("EULA")
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE USING THE 2
SOFTWARE. ENVISIONWARE, INC. ("ENVISIONWARE") IS WILLING TO LICENSE THE SOFTWARE TO YOU AS
THE INDIVIDUAL, THE ORGANIZATION, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE
(REFERRED TO AS "YOU" OR "YOUR")ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF
THIS EULA.
UPON AND AS OF THE DATE ENVISIONWARE SENDS AN EMAIL TO YOU (THE "EFFECTIVE DATE") ISSUING
CREDENTIALS TO LOG INTO ENVISIONWARE'S WEBSITE FROM WHERE THE SOFTWARE MAY BE o
0
DOWNLOADED,YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA,DO NOT ATTEMPT TO DOWNLOAD OR
INSTALL THE SOFTWARE, OR, IF INSTALLED, MAKE NO FURTHER USE OF THE SOFTWARE,AND NOTIFY IN o
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WRITING ENVISIONWARE OR THE RESELLER FROM WHOM IT WAS ACQUIRED WITHIN THIRTY (30) DAYS OF
PURCHASE,AND THE PURCHASE PRICE WILL BE REFUNDED.
1. License: The software and documentation (collectively the "Software")are owned by and are the property of
EnvisionWare or its licensors and are protected by copyright and other intellectual property laws. Some licensors may be
express or intended beneficiaries of this EULA.Subject to all of the terms and conditions of this Agreement,EnvisionWare
grants you a limited, non-exclusive,worldwide, non-transferable, non-sublicensable license to use the Software for which
you have been issued a Product Key by EnvisionWare or an authorized distributor or reseller, but only in accordance with
(i)the documentation, (ii)the restrictions contained herein and any restrictions on the applicable invoice, and (iii)the
number of authorized users. Portions of some Software modules are licensed from Artifex Software, Inc.Portions of some
modules may contain MySQL connector(under the GNU GPL v2 license at http://www.gnu.org/licenses/ggLZ.O.html).
Portions of some modules may contain the MS access driver, licensed from Microsoft Corporation. Portions of some
modules may be licensed under the Microsoft Reciprocal License (MS-RL)http://opensource.org/licenses/ms-rl. Portions
of some Software modules are licensed under the Apache License, Version 2.0; you may not use these files except in
compliance with the Apache License. The Apache License is available at http://www.apache.org/licenses/LICENSE-2.0.
Unless required by applicable law or agreed to in writing,software distributed under the Apache License is distributed on
an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the
Apache License for the specific language governing permissions and limitations under the Apache License. Portions of
some Software modules are licensed under the MIT Expat License.This EULA also incorporates the terms of the Verifone
Pass Through Terms of Use and Payment Express End User License Agreement attached hereto, as applicable to your N
purchase. This EULA also governs any future releases, revisions, or enhancements to the Software that EnvisionWare W
may furnish to you.Your rights and obligations with respect to the use of this Software are as follows:
A.You may:
i. use the Software on the quantity and type of computers indicated on EnvisionWare invoice.You may make that N
number of copies of the Software licensed to you by EnvisionWare.
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ii. make one copy of the Software for archival purposes,or copy the Software onto the hard disk of your computer N
and retain the original for archival purposes;
iii. use the Software on a network, provided that you have a licensed copy of the Software for each computer that
can access the Software over that network; and,
iv. make printed copies of electronic documentation for your internal use.
B.You may not:
i. transfer, assign, convey, sublicense, rent or lease the Software (or any portion thereof)to another person or
entity or unlicensed division,subsidiary,or affiliate(or to anyone other than the entity named as licensee as appearing on `v_r
the software splash screen),other than to a successor agency,and any transfer in violation hereof shall be of no power or >
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effect; LU
ii. distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof)for time sharing, hosting,
service provider or like purposes, except as expressly permitted under this Agreement;
iii. reverse engineer, decompile, disassemble, modify,translate, make any attempt to discover, modify or use the
source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means
whatsoever(except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), or
create derivative works from the Software (any such modifications shall automatically be owned by EnvisionWare upon
EnvisionWare EULA
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2
creation); —
iv. utilize any equipment,device,software, or other means designed to circumvent or remove any form of product
key or copy protection used by EnvisionWare in connection with the Software, or use the Software together with any
authorization code, product key, serial number, or other copy protection device not supplied by EnvisionWare or through
an authorized distributor or reseller;
v. use the Software to develop or facilitate development of a product which is competitive with any EnvisionWare
product offerings;
vi. post or otherwise publish electronic documentation of the Software for access outside the licensed o
organization;
vii. use a previous version or copy of the Software after you have installed a replacement set or an upgraded
version and, upon upgrading the Software, all copies of the prior version must be uninstalled or rendered unusable; 0
viii. use a later version of the Software than is provided in the email with the login credentials except as provided
under the Software Product Warranty, unless you have purchased maintenance and update service or have otherwise
separately acquired the right to use such later version,
ix. remove any product identification, proprietary, copyright or other notices contained in the Software;
x. provide any product key or login information to a third party;or
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xi. use the Software or product keys in any manner not expressly authorized by this EULA.
2. Thirty Day Money Back Guarantee: If you are the original licensee of the Software and are dissatisfied with it for any
reason, and if at any time during the thirty(30)day period following the Effective Date you email EnvisionWare confirming
your complete removal and deletion of the complete product and provide a signed statement to EnvisionWare attesting to r�
removal of all software components, then EnvisionWare will provide a full refund, subject to the provisions of the
Hardware Return Policy below. Notwithstanding the foregoing sentence, in the event sufficient funds for the performance
of this Agreement are not appropriated by you in any fiscal year covered by this Agreement, you may terminate this
Agreement by providing thirty (30)days' prior written notice, provided that you shall pay all amounts owed up to the r_
effective date of such termination and EnvisionWare shall be reimbursed any resulting unamortized, reasonably incurred, CD
nonrecurring costs. EnvisionWare will not be reimbursed any costs amortized beyond the initial term of the Agreement.
3. Hardware Return Policy: Custom printed RFID tags, manufactured, built-to-order or custom-configured Hardwareas
designated on a Quotation, such as but not limited to, kiosks or sorters, may not be returned or canceled for any reason.
Custom items include any item listed in an EnvisionWare quotation, product description or order form as being a custom W
item, or any item which is modified by EnvisionWare after installation. Standard Hardware products may be accepted for
return within ninety (90)days of the date of invoice subject to advance,written approval expressed in the form of an
EnvisionWare Return Merchandise Authorization ("RMA"). EnvisionWare, at its sole discretion, may grant the right to _
return standard Hardware products during this return period.Any such returns are subject to a 20%restocking fee unless y
EnvisionWare determines that the cause of the return is a result of an error on the part of EnvisionWare, in which case
EnvisionWare may waive all or part of the restocking fee. No Hardware product will be accepted for return for ANY reason cv
without a Return Merchandise Authorization issued by EnvisionWare.The RMA number must be clearly displayed on any
packaging shipped to EnvisionWare. Products returned without an RMA number on the package will be refused.Any
return for any reason,whether for an authorized RMA or for warranty support must be shipped to EnvisionWare freight
prepaid. Equipment serviced under warranty will be returned freight prepaid.
4. Limited Warranty; Disclaimer:
A. Software Product Warranty: EnvisionWare warrants that the Software as distributed operate in substantial
conformity with the documentation (the "Software Product Warranty")for a period of one (1)year from the delivery of the
Software to you (the "Software Warranty Period"). This is the sole warranty EnvisionWare provides for all Software
supplied by EnvisionWare, unless specifically stated otherwise in EnvisionWare's quotation. EnvisionWare does not
warrant that your use of the Software will be uninterrupted or error-free. EnvisionWare's sole liability (and your sole
remedy)in the event of a breach of this Product Warranty will be that EnvisionWare will,in EnvisionWare's sole discretion,
(A) use commercially reasonable efforts to provide you with an error correction or a work-around which corrects the
reported non-conformity or(B) if EnvisionWare determines such remedies to be impracticable within a reasonable period
of time, refund the money you paid for the Software being returned. EnvisionWare does not warrant that the Software will
meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
EnvisionWare provides Software product support through the reseller from whom you purchased the Software or directly m
from EnvisionWare for a period of twelve (12) months from date of delivery of the Software.
EnvisionWare EULA
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B. Hardware Product Warranty: EnvisionWare warrants that EnvisionWare-branded hardware as distributed will be
free from material defects (the "Hardware Product Warranty")for a period of one (1)year from the date of delivery of the
EnvisionWare-brand hardware to you (the"Hardware Warranty Period"). Other Hardware components supplied to you by 2-
EnvisionWare that are not manufactured or branded by EnvisionWare are covered by the warranties provided by the
product manufacturer. EnvisionWare shall have no obligation with respect to a warranty claim unless notified of such y
claim within the applicable Software or Hardware Warranty Period. The term "delivery" in this Section 4 means,with
respect to Software, the date of invoice, and,with respect to Hardware, "delivery" means the date that the Hardware is 2
delivered to your facility.
C. Exclusions: The above warranties shall not apply: (i)to the extent of issues or problems if the Software or
Hardware is used with hardware or software not specified in the documentation; (ii) if any modifications are made to the
Software or Hardware by you or any third party; (iii)to defects in the Software or Hardware that are due to accident,abuse
or improper use by you or your contractors;or(iv)to any evaluation version or other Software or Hardware provided on a
no-charge or evaluation basis.Any replacement Software or Hardware will be warranted for the remainder of the original 0
applicable Software Warranty Period or Hardware Warranty Period. >
D. Professional Services Warranty. For any Professional Services provided pursuant to Section 13 below,
EnvisionWare warrants that the services will be performed in a workmanlike manner,and that if any Professional Services
are not so performed and if you notify EnvisionWare in writing within thirty (30)days after the provision of the particular
Professional Service that the services are not performed properly, EnvisionWare will re-perform such services at no
charge to you (the "Professional Services Warranty").Your sole and exclusive remedy of any breach of this Professional
Services Warranty is for EnvisionWare to re-perform such services.
E. THE ABOVE SOFTWARE PRODUCT WARRANTY AND HARDWARE PRODUCT WARRANTY ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,ALL OF WHICH ARE SPECIFICALLY DISCLAIMED.
THE SOFTWARE PRODUCT WARRANTY AND THE HARDWARE PRODUCT WARRANTY GIVE YOU SPECIFIC
LEGAL RIGHTS.YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO
COUNTRY.
F. EnvisionWare uses virus protection scanning software to scan the Software prior to installation and to the best of
EnvisionWare's knowledge as of the installation date, the Software,when installed, does not contain or otherwise
introduce any computer virus or any harmful or destructive code which could damage or harm your computers; however,
EnvisionWare cannot guarantee that benign or harmful viruses or other malware will not enter your computers or systems. y
5. Personal Information:
A. In the event that your(or your users') use of the Software currently or in the future involves the transmitting,
uploading, downloading, storage, management, manipulation or other use of personal information (as defined by the
Gramm-Leach-Bliley Act, Payment Card Industry Security Standards Council or other applicable standards or rules ur
relating to electronic transaction processing and personal information, such information referred to herein as "Personal
Information"), you agree to the following provisions: CD
i. You shall maintain as confidential any Personal Information.
ii. You covenant that you have, as of the Installation Date become and currently are PCI and HIPAA (as applicable)
compliant and shall maintain compliance and/or certification under the PC] (Payment Card Industry), PC]-DSS, HIPAA
CD
and other relevant and applicable standards relating to electronic transaction processing and personal healthcare
information existing as of the Effective Date and as promulgated thereafter.
iii. If you are de-certified, have your compliance proof expire or are threatened with de-certification, you shall notify
EnvisionWare in writing within ten (10)days of such de-certification or threat thereof.
Mn
B. EnvisionWare shall use commercially reasonable technical, organizational, and administrative data security >
measures designed to maintain the security and confidentiality of your Personal Information entered into the Software,but
EnvisionWare is not liable for the confidentiality of any Personal Information in the event of unauthorized access, theftor
use of such Personal Information, either by you, your users, or by third parties who access such Personal Information
through your systems or unauthorized use of your login credentials, other than to the extent due to the negligence of
EnvisionWare or its representatives, agents, or contractors, in breach of EnvisionWare's obligations under this
Agreement.
C. EnvisionWare acknowledges that you may be required to periodically demonstrate to third parties your compliance m
and that of your applicable vendors with the PCI-DSS standards (Payment Card Industry Data Security Standard)of all
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the system components used to process, store or transmit"PCI cardholder data" (as that term is defined by PCI-DSS), —
and any other component that resides on the same network segment that those system components, hereafter known as
"System Components in Scope." Some of those system components and/or processes have been outsourced to
EnvisionWare's service providers (e.g., Verifone, Payment Express, Chase E-xact, SecurePay, or the like) ("Service
Providers"). Those portions of the system hardware and software developed by EnvisionWare are out of scope for PCI y
compliance since no PCI cardholder data passes through any EnvisionWare-developed component.Accordingly,
EnvisionWare is not required to be PCI compliant.All System Components in Scope are provided by Service Providers. 2
Service Providers will achieve and maintain PCI DSS compliance against the current version of PCI DSS published on the 0.
PCI SSC (PC] Security Standards Council)website. EnvisionWare's Service Providers with System Components in
Scope have represented to EnvisionWare that they are compliant.As evidence of compliance, Service Providers will
provide,when requested,a current attestation of compliance("AOC")signed by a PCI QSA(Qualified Security Assessor).
AOCs are available for download from EnvisionWare's Customer Center on EnvisionWare's website at
support.envisionware.com. Service Providers have represented to EnvisionWare that they will create and maintain
reasonably detailed, complete and accurate documentation describing the systems, processes, network segments,
security controls, and dataflow used to receive, transmit, store and secure Customer's PCI cardholder data. Such
documentation will conform to the most current version of PCI DSS.Service Providers have represented to EnvisionWare
that they will, upon written request by you, make such documentation and the individuals responsible for implementing,
maintaining and monitoring those system components and processes available to: a)QSAs, forensic investigators,
consultants or attorneys retained by you to facilitate audit and review of your PCI-DSS compliance and b)your IT Audit
Staff.
EnvisionWare maintains protective coverage for PCI breach protection in the United States in the amount of$100,000.00
per breach incident(not per individual affected),which will cover the costs of responding to a breach or a suspected
breach caused by the eCommerce system.
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D. The obligations of the parties under this Section 5 shall survive any expiration or termination of this EULA.
6. Data:
A. CUSTOMER DATA. In connection with the Software and any related hardware or services provided by
EnvisionWare, EnvisionWare may collect and maintain data and information provided by you, your patrons and users
(collectively,"Customer Data").As between EnvisionWare and you, all Customer Data shall be and remain owned by you
and be your property. EnvisionWare shall maintain the aspects of all Customer Data that identify an individual as
confidential.All third parties authorized by EnvisionWare which may have access to the Customer Data shall be under
obligations of confidentiality to maintain the Customer Data as confidential.
B. USE OF CUSTOMER DATA. EnvisionWare shall have the right to use Customer Data in connection with
EnvisionWare's business,provided that such data shall be Anonymized or aggregated such that Personal Information has
been de-identified so that one could not link anonymized information back to a specific individual ("Anonymized Data").
"Anonymize" means to either(1) irreversibly process Personal Information in such a way that the data can no longer be ur
attributed to a specific individual,or(2)to process such information in such a way that the data can no longer be attributed
to a specific individual without the use of additional information, and where such additional information is kept separate
and under adequate security to prevent unauthorized re-identification of a specific individual.All such Anonymized Data
shall be the sole property of EnvisionWare. EnvisionWare may use,disseminate,share,or transfer the Anonymized Data
or any portion thereof in any way EnvisionWare chooses.
C. ENVISIONWARE DATA. EnvisionWare may also collect data and information in connection with the service that
EnvisionWare provides generally (but not including Customer Data)through its services ("EnvisionWare Data").You
acknowledge and consent that the Software may communicate e.g y ( g., via an outbound or inbound call using SSL)with
EnvisionWare's servers (which may be hosted by a third-party service provider)and support personnel, or vice versa, to
communicate diagnostic, event logs, support, licensing, compliance, and other information (which is included in the
definition of EnvisionWare Data). Some communication may be done automatically by the Software without your needing v_s
to be involved,other communication may be at your initiation (e.g., uploading logs)or initiated by EnvisionWare.All such
EnvisionWare Data shall be the sole property of EnvisionWare.
7. Confidential Information: Each party agrees that all code, inventions, know-how, business, technical and financial
information it obtains ("Receiving Party")from the disclosing party("Disclosing Party")constitute the confidential property
of the Disclosing Party("Confidential Information"), provided that it is identified as confidential at the time of disclosure or
should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information
disclosed and the circumstances surrounding the disclosure.Any software, documentation or technical information
provided by EnvisionWare (or its agents), performance information relating to the Software, and the terms of this
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Agreement shall be deemed Confidential Information of EnvisionWare without any marking or further designation except
as such disclosure is required by FOIA requirements. Except as expressly authorized herein,the Receiving Party will hold
in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall 2-
not apply to information which the Receiving Party can document: (a)was rightfully in its possession or known to it prior to
receipt of the Confidential Information; (b)is or has become public knowledge through no fault of the Receiving Party; (c) on
is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is
independently developed by employees of the Receiving Party who had no access to such information; or(e) is required 2
to be disclosed pursuant to a regulation, law or court order(but only to the minimum extent required to comply with such
regulation or order and with advance notice to the Disclosing Party).The Receiving Party acknowledges that disclosure of o
Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and
therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate
equitable relief in addition to whatever other remedies it might have at law.The obligations under this Section 7 shall,with
respect to Confidential Information, continue for a period of two (2)years after disclosure and,with respect to any
information considered by and treated as a trade secret by the Disclosing Party,continue until the trade secret status has
been lost.
8. Indemnification:
A. Infringement. Subject to your compliance with the terms of this EULA, EnvisionWare shall indemnify and hold
harmless you and your officers,directors,employees and agents from and against all third party claims,to the extent such
claim alleges that the Software (in each case as provided by EnvisionWare) infringes any copyright, U.S. patent right,
trade secret right, or other intellectual property right provided, however, that you must comply with the following terms:
EnvisionWare must have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient
time for EnvisionWare to respond without prejudice); (ii)the exclusive right to control and direct the investigation,defense,
and settlement(if applicable)of such claim; and (iii)all reasonable necessary cooperation by you. In the event that the
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Software is,or in EnvisionWare's sole opinion is likely to be, enjoined or subject to a claim due to the type of infringement
described in this Section 8, EnvisionWare, at its option and expense, may (a) replace the Software with functionally E
equivalent non-infringing Software or(b)obtain a license for your continued use of the Software, or, if the foregoing
alternatives are not reasonably available to EnvisionWare (c)terminate this EULA and refund a pro rata amount, as
determined by EnvisionWare, of the purchase price of the Software and Hardware. Notwithstanding the above,
EnvisionWare shall have no liability for any infringement claim which: (i)pertains to any Software that has been altered or
modified without EnvisionWare's prior written approval; (ii)is based on use of the Software in conjunction with any item not
provided by EnvisionWare, unless such use is shown to constitute the infringement when not used in conjunction with the
item not provided by EnvisionWare; (iii)pertains to any unauthorized use of the Software; (iv) pertains to an unsupported on
release of the Software;or, (v)pertains to any Open Source Software or other third party code provided with the Software.
THIS SECTION 8 SETS FORTH ENVISIONWARE'S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
B. EnvisionWare shall indemnify, defend and hold you harmless from any losses (including, but not limited to, _
damage awards, reasonable attorneys' fees and costs, cost of notification, remediation, and penalties)you incur due to on
any third party claim or action directly resulting from any Data Breach of your(or your patrons')Personal Information to the cv
extent that such losses are due to the direct act or omission of EnvisionWare or its representatives,agents,or contractors. cv
This Section 8B shall apply only for so long as you are under a written annual support agreement with EnvisionWare (for
which you have fully paid)for the Software and applies only to the Software covered by such support agreement.
Furthermore, if you allow such support agreement to expire and subsequently purchase a support agreement, the
obligations under Section 8B shall not apply to any third party claims arising from or during the period for which no support
agreement was active.
9. Limitation of Liability: SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE
EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE LIMITATION OR EXCLUSION BELOW MAY NOT APPLY
TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY
REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ENVISIONWARE OR ITS
LICENSORS BE LIABLE TO YOU FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS ,
(OTHER THAN THOSE CONTAINED IN THE SOFTWARE), INTERRUPTION OF BUSINESS OR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE, EVEN IF ENVISIONWARE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL ENVISIONWARE'S OR ITS
LICENSORS' TOTAL LIABILITY (A) FOR ANY PRODUCTS COVERED UNDER THIS EULA, EXCEED THE
PURCHASE PRICE FOR THE SOFTWARE AND HARDWARE OR (B) FOR ANY PROFESSIONAL SERVICES,
EXCEED THE FEES PAID BY YOU FOR THE PROFESSIONAL SERVICES DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRIOR TO THE EVENT WHICH DIRECTLY CAUSED THEDAMAGES ALLEGED.
EnvisionWare EULA
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The disclaimers and limitations set forth above in this Section 9 will apply regardless of whether or not you accept the
Software or Hardware or Professional Services. The parties agree that the limitations specified in this Section 9 will
survive any expiration or termination of this EULA and apply even if any limited remedy specified in this EULA is found to 2-
have failed of its essential purpose.
10. U.S. Government Restricted Rights: RESTRICTED RIGHTS LEGEND.All EnvisionWare Software and
documentation are commercial in nature. The Software and documentation are "Commercial Items", as that term is
defined in 48 C.F.R.section 2.101, consisting of"Commercial Computer Software"and"Commercial Computer Software
Documentation", as such terms are defined in 48 C.F.R. section 252.227-7014(a)(5)and 48 C.F.R.section
252.227-7014(a)(1),and used in 48 C.F.R.section 12.212 and 48 C.F.R.section 227.7202,as applicable.Consistentwith
48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 27.7202 through 227.7202-4, 48 C.F.R.
section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. EnvisionWare's
computer Software and software documentation are licensed to United States Government end users with only those
rights as granted to all other end users, according to the terms and conditions contained in this EULA. The manufacturer c�
is EnvisionWare, Inc., 2855 Premiere Parkway, Suite A, Duluth, Georgia 30097-5201 USA. >
11. Export Compliance:You acknowledge that the Software is subject to export restrictions by the United States
government and import restrictions by certain foreign governments.You shall not,and shall not allow any third-party hired
or under contract by you, to, remove or export from the United States or allow the export or re-export of any part of the
Software or any direct product thereof: (i) into (or to a national or resident of)any embargoed or terrorist-supporting
country; (ii)to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's listof
Specially Designated Nationals; (iii)to any country to which such export or re-export is restricted or prohibited, or as to
which the United States government or any agency thereof requires an export license or other governmental approval at
the time of export or re-export without first obtaining such license or approval;or(iv)otherwise in violation of any export or
import restrictions, laws or regulations of any United States or foreign agency or authority.
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12. Third-Party Code: The Software may contain or be provided with components subject to the terms and conditions of
"open source"or freeware software licenses ("Open Source Software"). Licenses for open source are identified in Section
1.To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply
in lieu of the terms of this EULA with respect to such Open Source Software, including,without limitation, any provisions
governing access to source code, modification or reverse engineering.
13. Professional Services: Upon request and agreement between the parties, EnvisionWare may provide consulting,
training, installation, development, customization, report creation or other services ("Professional Services").You may
order Professional Services under a Statement of Work ("SOW")describing the work to be performed,fees and any y
applicable milestones,dependencies and other technical specifications or related information. Each SOW must be signed
by both parties before EnvisionWare shall commence work under such SOW. If the parties do not execute a separate
SOW,the Services shall be provided as stated on the invoice.You will reimburse EnvisionWare for reasonable travel and
lodging expenses as incurred. EnvisionWare shall be deemed the sole owner of any work product created and
deliverables (including any documentation,code, Software,training materials or other work product)(collectively referred
to as the "Deliverables")delivered pursuant to the Professional Services,whether created solely by EnvisionWare or
jointly with you or your contractors. Subject to your full payment of any and all fees pursuant to the applicable SOW,
EnvisionWare grants to you the limited,nontransferable right to use any Deliverables delivered as part of the Professional
Services solely in connection with your permitted use of the Software, subject to all the same terms and conditions as
apply to your Software license (including the restrictions set forth in Section 1 B), and subject to any additional terms and
conditions provided with the Deliverables.EnvisionWare provides the Professional Services Warranty as stated in Section
4D above.
14. General: This EULA is the entire agreement between you and EnvisionWare relating to the license and use of the
Software and Hardware,and relating to the Professional Services.This EULA supersedes all prior EnvisionWare end user
license agreements for the Software and for any Professional Services. EnvisionWare may terminate this EULA upon
your breach of any term contained herein. Upon termination, you shall cease use of, uninstall or render inoperable, and v_r
delete destroy all copies of the Software. The disclaimers of warranties and damages and limitations on liability shall >
survive termination. No provision of any purchase order or other business form employed by you will supersede the terms
and conditions of this EULA, and any such document relating to this EULA shall be for administrative purposes only and
shall have no legal effect. The parties to this EULA are independent contractors with respect to one another. There is no
relationship of partnership,joint venture, employment, franchise or agency created hereby between the parties. Neither
party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior
written consent. This document may not be changed. In the event of any conflict with local law, the sole method for
changes to EULA language are the incorporation of overriding text in an Agreement or a separate EULAAmendment.
15. Governing Law;Jurisdiction and Venue:This Agreement shall be governed by the laws of the State of Georgia and
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the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations
Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, as currently
enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. 2
16. Software Escrow: At your request, EnvisionWare is willing to set up and maintain the Software with EnvisionWare's
independent U.S. escrow agent and make ongoing escrow deposits for significant updates.You would be responsible for
additional fees for this service. Please contact EnvisionWare to for more information and pricing.
17. Insurance: EnvisionWare will, upon your request, provide you with a certificate of insurance showing that it carries or
has in force each of the following types of insurance:general liability--$1,000,000 per occurrence and$1,000,000 general o
aggregate; professional liability--$1,000,000 per occurrence or claim and $1,000,000 aggregate; and cyber(aka
electronic e/o)--$1,000,000 per occurrence or claim and $1,000,000 aggregate. If EnvisionWare does on-site installation
or training, it will carry workers' compensation insurance that provides statutorily required workers' compensation
coverage and employers' liability insurance with limits of$500,000 per accident, $500,000 disease-each employee, 0
$500,000 disease- policy limit. EnvisionWare's insurance is primary. EnvisionWare is responsible for the payment of any A
deductibles or self-insured retentions.You will receive thirty (30)days' notice of cancellation.
18. Purchase in Australia: If you purchase Software,Hardware or services from EnvisionWare Pty Ltd or its partners,the
laws of South Australia,Australia govern all warranty and service claims. EnvisionWare Pty Ltd is authorized to convey
and effect all of the rights expressed in this EULA for its direct and indirect customers.
19. Contact Us: Should you have any questions concerning this EULA, or if you desire to contact EnvisionWare for any
reason, please email info@envisionware.com or write to: EnvisionWare, Inc., 2855 Premiere Parkway, Suite A, Duluth,
Georgia 30097-5201 USA, unless you purchase from an Asia Pacific country in which case, please write EnvisionWare
Pty Ltd, 258 Payneham Road, Payneham, SA 5070 Australia.
Revised May 2020 @ 2002-2020 EnvisionWare, Inc.All Rights Reserved.
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THE FOLLOWING PASS-THROUGH TERMS OF USE APPLY TO THE PAYMENT GATEWAY FUNCTION ONLY WHERE
PURCHASED BY CUSTOMERS IN THE UNITED STATES ONLY. ENVISIONWARE HAS NO ABILITY TO REVISE THIS PAYMENT
GATEWAY EULA.
2
VERIFONE PAYMENT GATEWAY TERMS OF USE
Solely for the purposes of the following Verifone Terms of Use,the following terms shall have their associated meanings. "Agreement"
means the Verifone Terms of Use. "BPP" means Verifone's Buyer Protection Program."Covered Territory" means your Iocation(s). 2
"Customer Agreement" means the EULA. "Payment Gateway" means Verifone's transaction gateway portal which provides transaction
routing, online reporting and other tools made available by the portal. "Point Solution"and "Rental Devices" mean the Point Solution
hardware and Software manufactured or provided by Verifone and offered by EnvisionWare under the EULA. "Reseller" means
EnvisionWare."Software" means the software accompanying the Point Solutions Rental Devices."Verifone" means VeriFone, Inc.
VERIFONE PASS THROUGH TERMS OF USE
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1. The following are Verifone's Pass Through Terms of Use for its Point Solution Rental Device hardware and Software.
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2. Each Verifone payment device used with the Point Solution is subject to an initial service term of 36 months(the"Initial Service
Term").Subject to the terms of the Customer Agreement,with respect to a particular Verifone payment device,Verifone shall provide the
Point Solution to customer for a service term commencing(A)for Rental Devices(or any other payment devices shipped directly by
Verifone),on the date such devices are shipped by Verifone,or(B)for any other payment devices, on the date on which such device is
activated on the Payment Gateway,and in any case ending on the earliest of(1)the date on which Reseller removes such device from
the Payment Gateway,(2)upon Verifone's ceasing to provide the Point Solution for a payment device,which Verifone shall have the CJ
right to do on thirty days'notice to customer following the Initial Service Term for such device,and(3)termination of customer's right to
use the Point Solution by Reseller due to breach by customer of the Customer Agreement(the"Service Term"). In addition,in the event
Verifone's separate agreement with Reseller terminates or Verifone ceases to offer the Point Solution to its customers generally,
Verifone reserves the right to terminate the Service Terms for any or all Verifone payment devices. Upon the termination of the Service
Term for a particular Verifone payment device,customer shall cease using the Point Solution for such payment device. In the event that
a customer desires to end the Service Term for a payment device,the customer must request that Reseller remove the applicable device E
from the Payment Gateway on its behalf;Verifone will not be responsible for removing a payment device from the Payment Gateway
provided that,notwithstanding customer's earlier request,the Service Term will end on the day Reseller actually removes the device
from the Payment Gateway.
3. Subject to the terms of this Agreement and customer's payment of the applicable fees,Verifone hereby grants to customer a
limited,non-exclusive,non-transferable,non-sub-licensable right and license,in the Covered Territory during the Service Term for each
payment device,to access and use the Point Solution subscribed to hereunder solely for customer's internal business purposes.
Notwithstanding the foregoing, Reseller will be responsible for managing and monitoring customer's payment devices on customer's N
behalf,including with respect to the installation of payment applications and key loading, and customer will not be able to directly
manage or monitor its payment devices via the Payment Gateway portal.Verifone may modify the Point Solution from time to time in its
reasonable discretion,provided that such modifications shall not materially diminish the functionality thereof. If Reseller fails to pay
Verifone for services rendered in accordance with its agreement with Verifone,Verifone reserves the right to withhold customer's access
to the Point Solution until such fees are paid in full,and Verifone shall not have any liability to customer for any amounts paid to Reseller
and not received by Verifone for such services. us
4. Customer shall have no right to market,distribute,sell,assign,pledge,sublicense, lease,deliver or otherwise transfer the Point
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Solution, or any component thereof, including without limitation the Software,to any third party.Customer shall not reverse engineer, cv
decompile,disassemble,translate, modify,alter or create any derivative works based upon the Software, or determine or attempt to
determine any source code, algorithms, methods or techniques embodied in the Software,without the prior express written consent of
Verifone.Customer shall not remove from the Rental Devices or the Software,or alter,any of trademarks,trade names,logos,patent or
copyright notices,or other notices or markings,or add any other notices or markings to the Rental Devices or the Software,without the
prior express written consent of Verifone.
5. Customer acknowledges that the Point Solution (including any related documentation)and any intellectual property rights relating
to or residing therein (including any patents, copyrights,trade secrets,trademarks,trade names or mask work rights),including the
proprietary electronics,software and technical information of Verifone therein,are proprietary products of Verifone and that ownership of
such shall remain with and inure to Verifone. Except for the license rights set forth in this clause 5,customer shall have no right,title or
interest therein. y
6. Customer grants VeriFone a limited, non-exclusive and irrevocable license during and after the term of this Agreement to follow
customer's activity inside of the Point Solution components and to use,share,and disseminate data from customer's activity(including
its transactions)on an aggregate and anonymous basis only(such data, "Derived Data"), including for purposes of data analytics and
optimizing or otherwise enhancing its products and services.VeriFone will comply with all applicable laws with respect to any use,
sharing and dissemination of Derived Data.This clause 6 shall survive any expiration or termination of thisAgreement.
7. VERIFONE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,WITH RESPECT TO THE POINT
SOLUTION, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.VERIFONE DOES NOT WARRANT THAT THE
POINT SOLUTION, OR ANY COMPONENT THEREOF,WILL MEET THE REQUIREMENTS OF CUSTOMER OR THATTHE
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OPERATION OF THE POINT SOLUTION, OR ANY COMPONENT THEREOF,WILL BE UNINTERRUPTED OR ENTIRELY ERROR
FREE. CUSTOMER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES DOES VERIFONE REPRESENT OR WARRANT
THAT ALL ERRORS IN ANY SOFTWARE CAN BE REMEDIED. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM
VERIFONE OR FROM ANY OTHER THIRD PARTY ABOUT THE POINT SOLUTION SHALL CREATE ANY WARRANTY.
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8. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CUSTOMER AGREEMENT: EXCEPT TO THE
EXTENT PROHIBITED BY LAW: (A)VERIFONE SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR
SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES(INCLUDING, BUT NOT LIMITED TO, LOSS
OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, GOODWILL OR SAVINGS, DOWNTIME, OR DAMAGE TO,
LOSS OF OR REPLACEMENT OF DATA OR TRANSACTIONS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES)
RELATING IN ANY MANNER TO THE POINT SOLUTION(WHETHER ARISING FROM CLAIMS BASED IN WARRANTY,
CONTRACT,TORT OR OTHERWISE), EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR
DAMAGE;(B)IN ANY CASE,VERIFONE'S ENTIRE LIABILITY RELATING IN ANY MANNERTO THIS AGREEMENT ORTHE POINT
SOLUTION, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM,SHALL BE LIMITED IN THE AGGREGATE TO THE FEES
ACTUALLY RECEIVED BY VERIFONE FROM RESELLER FOR CUSTOMER FOR THE POINT SOLUTION UNDER THE
CUSTOMER AGREEMENT DURING THE SIX(6)MONTHS PRIOR TO THE CLAIM ARISING;AND(C)VERIFONE SHALL NOT BE
LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE POINT SOLUTION.THE LIMITATIONS ON VERIFONE'S
LIABILITY SET FORTH IN CLAUSES"(B)"AND"(C)"OF THIS SECTION SHALL NOT APPLY TO LIABILITY FOR DEATH,
PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE'S NEGLIGENCE
OR INTENTIONAL MISCONDUCT.THE LIMITATIONS CONTAINED IN CLAUSE 7 ABOVE AND THIS CLAUSE 8 ARE A
FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER,AND VERIFONE WOULD NOT PROVIDE THE
POINT SOLUTION TO CUSTOMER ABSENT SUCH LIMITATIONS
9. Customer shall comply with all applicable laws, rules,and regulations in connection with this Agreement,including, but not limited CJ
to,export control laws and anti-corruption and anti-bribery laws, rules,and regulations. Customer agrees that if Verifone reasonably
believes that customer is in breach of this clause 9,that alone shall be sufficient grounds for further action by Verifone,including,without
limitation,cancellation of any orders or denial of future business,without any liability or obligation to customer. In addition,customer
hereby indemnifies Verifone and its affiliates,directors,officers and employees for all costs,expenses,damages, claims, charges,
penalties,fines and other losses that arise in connection with any breach by customer or customer subsidiaries,owners,officers,
directors,employees,partners,subcontractors,agents and representatives of the terms and conditions contained in this clause 9. E
10. VERIFONE SHALL BEA THIRD-PARTY BENEFICIARY OF THIS AGREEMENT,WITH THE RIGHT TO ENFORCE THE TERMS
HEREOF AGAINST CUSTOMER WITH RESPECT TO THE POINT SOLUTION.
11. In the case of any customer agreements that include Rental Devices:
A. Verifone Property.The Rental Devices shall remain the property of Verifone. Customer shall have no right,title or interest
therein except as a lessee under this Agreement. Customer shall keep all Rental Devices free and clear from all liens, including any
direct or indirect charge,encumbrance, lien,security interest, legal process or claim against the Rental Devices. Customer may not y
assign,hypothecate,sublet,sell,transfer,permit the sale of or part with possession of all or any of the Rental Devices or interest in the
Customer Agreement,without Verifone's prior written consent. If customer fails to pay any undisputed fees when due, and fails to cure �--
such failure within ten(10)business days of written notice thereof,Verifone may, at any time thereafter enter,with or without legal
process,any premises where any Rental Device may be,and repossess and remove such Rental Device.Customer hereby waives any
claim of trespass or right of action for damages by reason of such entry and repossession. In addition,customer shall pay to Verifone
any actual additional expenses incurred by Verifone in collection efforts. (n
B. Upgrades. Customer may,commencing on the one year anniversary of the start of the Service Term for a Rental Device, CD
upgrade to a different Rental Device(in which event customer may be subject to an increase in fees based on the new Rental Device
subscription fee). For such upgrades,customer shall be required to commit to a new Initial Service Term for such Rental Device and
shall be required to return the old Rental Device in accordance with clause(d)below.
C. Loss and Damage.Subject to Verifone's obligation to provide the Services,customer assumes and shall bear the entire risk
of loss or damage to the Rental Devices from any use whatsoever from the date of delivery of the Rental Devices to the customer site,
until such Rental Devices are returned to Verifone. No loss or damage shall relieve customer from the obligation to make payments
hereunder or to comply with any other obligation under the Customer Agreement. In the event of a loss of a Rental Device(but not
damage),customer shall immediately notify Reseller thereof.With respect to any lost Rental Device,customer shall be obligated to pay
Reseller the Non-Return Fee applicable to such Rental Device.Subject to Verifone's receipt of such Non-Return Fee from Reseller,
Verifone shall ship customer a new or refurbished replacement Rental Device.At all times payments for the Point Solution for such
Rental Device shall continue in effect.
D. Return at End of Service Term.At the end of the Service Term for a Rental Device,customer shall return such Rental Device UJ
to Reseller or Verifone, as directed by Reseller.When returning a Rental Device to Verifone a Material Return Authorization number is
required. If a Rental Device is not returned to Verifone within thirty(30)days of the end of its Service Term,customer shall be obligated
to pay Reseller the Non-Return Fee for such Rental Device. If, upon return of the Rental Device,Verifone determines that the Rental
Device requires repair that is not covered by the BPP or Repair Services(e.g.,"Out of Scope"or"Limitations"), customer shall be
required to pay Reseller for such services at Verifone's standard fees.
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THE FOLLOWING END USER LICENSE APPLIES TO PAYMENT EXPRESS ONLY WHERE PURCHASED BY CUSTOMERS IN
CANADA and IRELAND ONLY. ENVISIONWARE HAS NO ABILITY TO REVISE THIS PAYMENT EXPRESS EULA.
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PAYMENT EXPRESS, INC. END USER LICENSE AGREEMENT(EULA) W
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This PAYMENT EXPRESS END USER LICENSE AGREEMENT(this"Agreement")is made as of the Effective Date(the date
Customer signs this Agreement), by and between PAYMENT EXPRESS INC., a California corporation("PX"),and the party set
forth on the signature page hereto("Customer").
1. Definitions and Interpretation
1.1 Definitions: In this Agreement,unless the context indicates otherwise:
"Acquirer" means a bank or any financial institution or a card issuer of financial or non-financial transactions which receives and 0
transmits Transactions via Payment Express; A
"Agreement"means this Agreement,and any attachments that may be agreed between the parties,as each may be amended in
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writing from time to time;
"Business Day" means any day of the week except Saturday,Sunday or a day on which banks are authorized or required to be
closed in California;
"Chargeback"means the procedure by which a sales record or other indicia of a card transaction(or disputed portion thereof)is
denied or returned to Bank or the card issuer after it was entered into the appropriate settlement network for payment, in
accordance with the rules of Visa, MasterCard or a similar card association("Rules"),for failing to comply with the Rules,including,
without limitation by reason of cardholder disputes,the liability for which is Customer's responsibility and Customer agrees to pay.
"Confidential Information" means,in relation to either party, any information:
a) relating to the terms of this Agreement;
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b) relating directly or indirectly to research or development by, accounting for,or the marketing of,the business of that
party or its suppliers or customers;
c) disclosed by that party to the other party on the express basis that such information is confidential;or
d) which might reasonably be expected by the other party to be confidential in nature;
"Customer" means the customer specified on the first page of this Agreement and where applicable includes its employees,
contractors and agents.
"Documentation"means any user,training or system manuals for Payment Express(whether in printed or electronic form)which
describes and provides guidance on the use of Payment Express(or any aspect of Payment Express); N
"Goods" means electronic devices produced by PX or sold by PX to Customer, Reseller,or a third party;
"Intellectual Property" means registered and unregistered trade marks(including logos and trade files),domain names,
copyright,patents,petty patents, utility models, registered and unregistered designs, circuit layouts, rights in computer software,
databases and lists,Confidential Information,software(whether in object code or source code),and all other rights anywhere in the
world resulting from intellectual activity; N
"Payment Express" means the Payment Express solution provided by PX for the transmission of data relating to Payment
Express Supported Transactions between a Customer and an Acquirer, incorporating the Software and including access(via the CD
internet)to the Payment Express Host;
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"Payment Express Host" means the PX host server known as Payment Express Host to which Customer may be connected
using the Software and which is in turn linked to an Acquirer to enable Payment Express Supported Transactions to be processed
in real time;
"Payment Express Supported Transactions" means transactions from Customers:
a) accepting payment for goods and services by means of credit card,debit card,prepaid card,gift card or any other means
of payment which PX agrees to support through Payment Express from time to time;
b) accepting loyalty cards, rewards cards,points cards,discount cards or club cards;or
c) providing services in relation to the sale and use of any of the cards referred to in paragraphs(a)and(b)above including
the issue of such cards and the crediting or debiting of value to such cards; A
"Payment Manager"means Payment Express Merchant Portal which Customer is able to access by logging onto the PX Website
with an assigned username and password;
"PCI Standards" means the Payment Card Industry standards, requirements and guidelines issued by the Payment Card
Industry Data Security Council from time to time including the Payment Card Industry Data Security Standard PIN Entry Device
requirements and guidelines, and the Payment Application Data Security Standard;
"Permitted Use" means the transmission to,and receipt from,an Acquirer of data relating to Payment Express Supported
Transactions and expressly excludes,without limitation, use for the processing of transactions of, or for the benefit of, any person
other than Customer;
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S.5.h
11
"Reseller"means the party with whom Customer has entered into an agreement for the purchase of a license to Payment
Express;
"Reseller Agreement" means the agreement between the Customer and the Reseller;
"PX" means Payment Express Inc., a corporation duly formed in California with offices in Los Angeles, California. tJ
PX Logo means the PX logo supplied(in electronic format)by PX to Customer(as may be updated from time to time by PX); y
"PX Website"means the website maintained by PX and accessible by Customer for viewing transactions,data entry, refunding,
report generating and other features related to Transactions; 2
"Software" means the software and other related PX products which:
a) form part of Payment Express; and
0
b) is owned or licensed by or developed by, or on behalf of, PX and supplied to Customer,including all upgrades,updates,
alterations and modifications and other changes to such software by or on behalf of PX from time to time,but excluding
any third party software and firmware forming part of, or supplied with,the Payment Express solution;
"Transaction"means a message pair consisting of a message relating to a Payment Express Supported Transaction transmitted A
by Customer to an Acquirer through Payment Express and a response to that message from the Acquirer to Customer through
Payment Express; uJ
"Tokenized Data" means data for which PX has substituted a sensitive data element with a non-sensitive equivalent that has no
extrinsic or exploitable meaning or value.
1.2 Interpretation: In this Agreement, unless the context indicates otherwise:
a) the singular includes the plural and vice versa;
b) clause and other headings are for ease of reference only and will not affect this Agreement's interpretation;
c) the term"includes"or"including"(or any similar expression)is deemed to be followed by the words without limitation;
d) references to a"person "include an individual,company, corporation,partnership,firm,joint venture, association,trust,
unincorporated body of persons,governmental or other regulatory body, authority or entity, in each case whether or not M
having a separate legal identity;
e) any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;and
f) in the event of any inconsistency between the terms this Agreement and the terms of the Reseller Agreement,the terms
of this Agreement will control.
2.Term
2.1 Term:This Agreement commences on the Effective Date and will continue until terminated under Clause 9(the"Term").
3. Customer Responsibilities y
Customer represents and agrees thatit:
3.1 Power and Authority:that it has full power and authority necessary to validly enter into and perform all its obligations
under this Agreement
3.2 Requirements:to comply with the other party's reasonable security,confidentiality and operational requirements of which _
it has been given reasonable notice y
3.3 Suitability: has made, and will continue to make,its own assessment of the suitability, adequacy, compatibility and
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appropriateness of Payment Express for its purposes; cv
3.4 Comply with Instructions:will comply with PX's restrictions,instructions and Documentation in relation to the use of Payment
Express, including those set out in this Agreement;
3.5 Use by Others:will ensure that only authorized persons use Payment Express and that Payment Express is used only for the
Permitted Use and as expressly authorized under this Agreement;
3.6 Responsibility for Use:will accept all responsibility for the reliance on and use of Payment Express by Customer and its
employees, contractors and agents;
3.7 Obtain Equipment Etc.:will obtain and maintain all equipment,software and services needed to enable it to receive and use
Payment Express;
3.8 Accurate Customer Information:warrants that all information provided by Customer to PX in the Application Form is accurate y
and correct, and that Customer will notify PX in writing if such information changes or ceases to be accurate in any way;
3.9 Provide Sufficient Information:will ensure that sufficient information is given to PX to enable PX to comply with its obligations ,
under this Agreement and that such information is timely, complete and accurate;
3.10 Personal Information:acknowledges that any personal information concerning Customer or its personnel which is provided
to PX by or on behalf of Customer may be:
a) used by PX for the purpose of providing Payment Express,the Support Services and any other services to Customer;and
b) disclosed by PX to its affiliates and other services providers to enable PX to provide Payment Express,the Support
Services and any other services to Customer;
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S.5.h
12
3.11 Notify of Third Party Infringement:will immediately notify PX upon becoming aware of any third party infringing PX's
Intellectual Property rights in any manner;
3.12 Responsible for Connecting to Payment Express Host:is responsible for all charges and costs associated with 2
connecting to the Payment Express Host to operate Payment Express. PX will provide Customer with reasonable technical U
information and Software necessary to enable Customer to connect to the Payment Express Host;and 0)
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3.13 Comply with Law Generally:will comply with all relevant laws in its use of Payment Express and carrying out its obligations
under this Agreement.
3.14 Requisite Review of Payline Portal:will review Customer's Payline portal,established by PX,with due care on a daily basis
for transaction errors.If an error is discovered by Customer,Customer will notify PX in writing within three(3)Business Days of the
date such error occurs;provided that PX will have no liability or obligations of any kind with respect to errors that are not reported to
PX within such three(3)Business Day period. In addition, Customer shall be required to review with due care its bank settlement
files on a daily basis to ensure deposits occur without error. If an error is discovered by Customer in the course of such review,
Customer will notify PX in writing within three(3)Business Days of the date of such error occurring; provided that PX will have no
liability or obligations of any kind with respect to errors that are not reported to PX within such three(3)Business Day period. PX's 0
liability under this Section 3.14(Requisite Review of Payline Portal)of the Agreement is governed by,and fully subject to,the terms
of Section 9 of this Agreement.
3.15 Improperly Deposited Funds:will return funds that PX deposits in Customer's bank account(s)that do not rightfully belong to
Customer("Improperly Deposited Funds")without offset or delay.Customer will return all Improperly Deposited Funds to PX within
five(5)calendar days of a written request to do so by PX. If Customer fails to comply with the terms of this Section, PX may
immediately suspend services to Customer until Customer returns the Improperly Deposited Funds. Customer will be liable to PX
for the Improperly Deposited Funds,and all costs(including legal costs on an attorney-client basis)incurred by PX in recovering the
Improperly Deposited Funds. U
3.16 Return of Old Goods: For Goods that Customer ceases using for the Permitted Use("Unused Goods"),Customer will return
such Unused Goods to PX within 30 calendar days. Unused Goods include, but are not limited to, Goods Customer has ceased
using due to the Goods becoming obsolete,Goods that no longer operate,and Goods that are replaced per warranty.Customer will
pay all shipping fees and costs associated with returning the Unused Goods to PX.Alternatively, instead of returning Unused M
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Goods to PX, Customer may provide PX a secure destruction certificate evidencing that the Unused Goods were destroyed in
compliance with the Security Standards within the same 30 calendar day period.
4. Disclaimer of Warranties
4.1 Limitations on Warranties:To the fullest extent permitted by law,except as expressly set out in this Agreement, PX disclaims
and excludes all warranties, conditions,terms, representations or undertakings,whether express, implied,statutory or otherwise,
including any condition or warranty of merchantability or fitness for a particular purpose. PX does not warrant that:
a) Payment Express,the Software or the Documentation will meet Customer's requirements;or
b) Payment Express,the Software and the Documentation will be uninterrupted or error free,or that all errors will be N
corrected.
Customer understands and acknowledges that an authorization obtained through Payment Express only confirms the availability of
the cardholder's credit at the time of the authorization. It does not warrant that the person presenting the card is the rightful
cardholder,nor is it an unconditional promise,guarantee or representation by Bank,processor or PX that a transaction is or will be
deemed valid and not subject to dispute,debit or chargeback.
4.2 No Requirement to Decrypt Tokenized Data: PX will at no time be obligated to decrypt and transmit Tokenized Data to
Customer or any third party.
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5. Intellectual Property
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All Intellectual Property rights in Payment Express,the Software,the Documentation and any work or thing developed or created by '
or on behalf of PX under or in connection with this Agreement(such work or thing being Developed Works),are exclusively owned
by PX(or PX's licensors or suppliers). Customer acknowledges that there is no transfer of title, Intellectual Property rights or
ownership of:
a) Payment Express,the Software,the Documentation or any part thereof;or
b) any Developed Works;to Customer under this Agreement and Customer will not dispute PX's(or PX's licensors or
suppliers)ownership of the property referred to in this clause 5.
6. Indemnity T)
Customer shall indemnify PX(and at PX's sole discretion,defend PX)at all times against any liability, loss,damage or cost
(including attorney's fees)suffered or incurred by PX and all actions,proceedings,claims or demands made against PX as a result
of any negligent act or omission or any breach of this Agreement by Customer, its personnel or agents.
7. Liability
7.1 Remedy: Subject to clauses 7.2 and 7.3, Customer's sole and exclusive remedy for breach of any warranty or of any of PX's
obligations under this Agreement is(at PX's option)the supply or re-supply of Payment Express,the Goods,the Software,or the
Documentation or the refund or waiver of Fees for the relevant part of Payment Express the Goods,the Software, or the
Documentation which is the subject matter of, or directly related to,the breach.
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S.5.h
13
7.2 Limitation: In no event will PX's total liability to Customer under this Agreement for any reason exceed the amount of$1,000.
7.3 Exclusion: In no event will PX be liable to Customer whether in contract,tort(including negligence)or otherwise in
respect of any: 2-
a) punitive, incidental, indirect or consequential damages, damages for loss of profits, business interruption, loss U
of data, loss of goodwill,arising out of, or in connection with,this Agreement, in each case even if such party y
has been advised of the possibility of such damages;
b) loss, damage,cost or expense suffered or incurred by Customer,to the extent this results from any act or 2
omission by Customer; or any event described in part B, clause 14(Force Majeure).
8. Commercial Purpose
It is expressly acknowledged and agreed by Customer that Payment Express,the Software and the Documentation are supplied to
Customer for business and commercial purposes.
9.Termination
9.1 PX Termination Upon Notice: PX may terminate this Agreement without liability or obligation to Customer of any kind upon A
written notice to Customer if the Reseller Agreement expires or is terminated by Customer and/or Reseller for any reason.
9.2 PX Termination for Cause: PX may terminate this Agreement without liability or obligation to Customer of any kind at any
time and with immediate effect by written notice to Customer:
a) if Customer breaches any of its obligations under this Agreement; or
b) if Customer fails to pay any amounts due to Reseller pursuant to the Reseller Agreement;or
c) goes into voluntary or involuntary bankruptcy or liquidation or has a receiver appointed.
9.3 Customer Termination: Customer may terminate this Agreement if PX breaches any of its obligations under this Agreement
and fails to cure such breach within 10 Business Days after receipt of written notice of such breach.
9.4 Consequences:Termination of this Agreement will not affect the rights or obligations of the parties which have accrued prior to
or accrue on termination or which by their nature are intended to survive termination(including clauses 3-7, 10, 13,and 14,together
r9
with those clauses which are incidental to,and required in order to give effect to,those clauses). Upon termination of this
Agreement, Customer must immediately cease use of Payment Express,the Software and the Documentation.
10.Confidentiality
10.1 Confidential Information: Each party will maintain as confidential at all times,and will not at any time,directly or indirectly:
a) disclose or permit to be disclosed to any person;
b) use for itself or to the detriment of the other party;any Confidential Information of the other party except as,and then only
to the extent:
i) required by law;
ii) that the information is already or becomes public knowledge,otherwise than as a result of a breach,by the receiving
party,of any provision of this Agreement;
iii) that the information is disclosed to the receiving party,without restriction,by a third party and without any breach of
confidentiality by the third party;
iv) that the information is developed independently by the receiving party without reliance on any of the Confidential N
Information of the other party;
v) authorized in writing by the other party;or CD
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vi) reasonably required by this Agreement(and,without limiting the effect of this clause, a party may disclose
Confidential Information of the other party only to those of its officers,employees or professional advisers on a"need
to know"basis, as is reasonably required for the implementation of this Agreement).
10.2 PX's Intellectual Property:Customer acknowledges and agrees that the computer programs,computer software,
specifications,data, images,designs,codes, and configurations contained in or utilized by the equipment and PX's network are
proprietary and confidential to PX and protected under United States copyright law.Customer shall not copy, modify, adopt,
translate, merge, reverse engineer,decompile,or disassemble,the equipment or Software,or create any derivative works based
on the equipment, PX network or Software.Without limiting the effect of clause 10.1, Customer will treat information about PX's
Intellectual Property as Confidential Information of PX.
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11. Force Majeure N
11.1 Customer acknowledges that PX relies on third-party providers in the delivery of its services, including,but not limited to,
wireless data network providers, cellular radio service provided by third parties that is available only when within the operating
range of cellular systems,and cellular service is subject to transmissions limitations and dropped or interrupted transmissions.
Cellular service may be temporarily refused, limited, interrupted, or curtailed because of government regulations or orders,
atmospheric and/or topographical conditions, and cellular system modifications, repairs, and upgrades. Customer agrees that PX
shall not be liable for, and to hold PX harmless for any losses,damages, or business interruptions sustained as a result of
interruptions caused by its wireless data network providers or any other third-party provider.
11.2 Neither party(the"Affected Party")shall be liable for any default or delay in the performance of its obligations under this 0)
Agreement if and to the extent such default or delay is caused,directly or indirectly,by
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14
a) fire,flood,elements of nature or other acts of God;
b) any outbreak or escalation of hostilities,war, riots or civil disorders in any country;
c) any act or omission of the other party or any government authority; 2-
d) any labor disputes(whether or not employees'demands are reasonable or within the party's power to satisfy);or
e) the nonperformance by a third party for any similar cause beyond the reasonable control of such party, including without Ch
limitation,failures or fluctuations in telecommunications or other equipment such as described in clause
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11.3 In any such event,the Affected Party shall be excused from any further performance and observance of the obligations so
affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to 0.
recommence performance or observance as soon as practicable, provided that:
a) Notice:whenever the Affected Party becomes aware that such a result has occurred or is likely to occur,the Affected 2
Party will, as soon as practicable,notify the other party by written notice accordingly;
b) Continued Performance:each party will continue to use commercially reasonable efforts to perform its obligations as
required under this Agreement; and W
c) No Deemed Acceptance of Extra Costs:neither party will be deemed to have accepted any liability to pay or share any
extra costs which may be incurred by the other party in complying with this clause or otherwise resulting from such act,
omission or failure; and
d) Charges:this clause 11.3 will not apply in respect of Customer's obligation to pay any charges or Fees payable under this
Agreement.
12.License
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12.1 Grant of License:PX grants to Customer a limited,non-exclusive,non-transferable,non-assignable,revocable license to use
Payment Express,the Software and the Documentation for the Term of this Agreement solely for the Permitted Use.Any other use
or dealings with Payment Express,the Software or the Documentation without the prior written consent of PX will be a material
breach of this Agreement. Except to the extent specifically authorized under this Agreement, Customer must not sub-license,
transfer, assign,rent or sell any of Payment Express,the Software or the Documentation or the right to use Payment Express,the M
Software or the Documentation.
12.2 PX Warranty: PX warrants that PX has the right and authority to grant to Customer the license set out in clause 12.1,in
accordance with the terms of this Agreement.
13. Terms of Use
13.1 Adequacy: Customer must satisfy itself as to the adequacy, appropriateness and compatibility of Payment Express for its
requirements.Without limiting the foregoing,Customer acknowledges that it has not relied on any statements or representations on
the part of PX as to performance or functionality,verbal or otherwise,except as expressly recorded in thisAgreement.
13.2 PX Logo: If Customer uses a capture method for credit or debit card processing using a system which is not hosted by PX,
Customer agrees to display the PX Logo in a readily visible position on the user interface of Customer's system where the credit or
debit card data is captured.The PX Logo must not be altered or used for any other purpose without the prior written consent of PX. W
13.3 Compliance:If Customer is not compliant with one or more of the Security Standards,Customer must not capture or store any
credit or debit card number or expiry date locally on Customer's or a non-compliant third party's system.
13.4 No Right to Copy,Alter or Modify:Customer may make a reasonable number of copies of the Software for backup and
disaster recovery purposes only. Except for such back-up copies, Customer must not, and must not permit any other person to, (n
copy, reproduce,translate,adapt,vary, repair or modify all or any part of Payment Express,the Software or the Documentation by
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any means or in any form without PX's prior written consent.
13.5 Permitted Use: Customer may not:
a) use Payment Express,the Software or the Documentation for any purpose other than the Permitted Use;or
b) use the Software independently of the other components of Payment Express unless PX has given prior written consent E
to do so.
If this Agreement is terminated,Customer's right to use Payment Express,the Software and the Documentation will automatically
terminate and Customer must immediately remove all copies of the Software from its system(s)and return Payment Express,the
Software and the Documentation to PX
13.6 Reverse Engineering: Customer must not,and must not permit any other person to, reverse assemble or decompile the
whole or any part of the Software. �+
13.7 No Third Party Use: Except as expressly provided for in this Agreement,the Customer must not provide,or otherwise make
available, Payment Express,the Software or the Documentation or any component thereof in any form to any person (a"Third
Party")without the prior written consent of PX. If PX grants such consent,Customer must ensure that the Third Party complies with
the provisions of clauses 5, 10, 12, and 13(so far as those provisions relate to Customer)as if the Third Party were a party to this
Agreement.Customer will be liable to PX for all acts or omissions of any Third Party in contravention of the provisions of clauses 5,
10, 12, and 13.
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14. General
14.1 Entire Agreement:This Agreement including all schedules hereto records the entire arrangement between the parties
relating to all matters dealt with in this Agreement and supersedes all previous arrangements,whether written,oral or both,relating
to such matters. U
14.2 Disputes:The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by y
negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the
persons with direct responsibility for administration of this Agreement.Any party may give the other party written notice of any
dispute not resolved in the normal course of business.Within 15 days after delivery of the notice,the receiving party shall submit to
the other a written response.The notice and response shall include with reasonable particularity(a)a statement of each party's
position and a summary of arguments supporting that position,and (b)the name and title of the executive who will represent that
party and of any other person who will accompany the executive.Within 30 days after delivery of the notice,the executives of both 2
parties shall meet at a mutually acceptable time and place. If the parties fail to negotiate a resolution to a dispute within a
reasonable time(not exceeding 20 Business Days from formal notice of the dispute being given by one party to the other),either
party may require that the dispute be submitted to mediation through JAMS,such mediation to take place in Los Angeles, 0
California.A mediator shall be selected by mutual agreement or through procedures provided by JAMS. In such case:
a) the mediator will not be acting as an expert or as an arbitrator;
b) the mediator will determine the procedure and timetable for the mediation;and
c) the parties will share equally the cost of the mediation.
All offers, promises, conduct and statements,whether oral or written, made in the course of the negotiation by any of the parties,
their agents,employees,experts and attorneys are confidential, privileged and inadmissible for any purpose, including
impeachment,in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or
discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
Neither party may issue any legal proceedings(other than for urgent interlocutory relief)relating to any dispute,unless that party
has first taken all reasonable steps to comply with the dispute resolution process above.All applicable statutes of limitation and
defenses based upon the passage of time shall be tolled while the procedures specified in this clause 14.2 above are pending and
for 15 calendar days thereafter.The parties will take such action, if any, required to effectuate such tolling.
14.3 Waiver: No waiver of any breach,or failure to enforce any provision,of this Agreement at any time by either party shall in any
way limit or waive the right of such party to subsequently enforce and compel strict compliance with the provisions of this
Agreement.
14.4 Severance:Any provision in this Agreement which is or becomes unenforceable, illegal or invalid for any reason shall be
severed and shall not affect the enforceability,legality,validity or application of any other provision which shall remain in full force
and effect.
14.5 Assignment: PX may assign all or any of its rights and obligations under this Agreement to any person without Customer's
consent. Customer may not transfer or assign any of its liabilities or rights under this Agreement to any other person without PX's (n
prior written consent.
14.6 Amendment: Except as expressly provided for in this Agreement, no amendment to this Agreement will be valid unless
recorded in writing and signed by a duly authorized senior representative of each party.
14.7 Governing Law and Jurisdiction:This Agreement is governed by the laws of California.Subject to the terms of clause 14.2,
the parties submit to the jurisdiction of the courts of the State of California in respect of all matters relating to this Agreement. us
14.8 Remedies:The rights, powers and remedies provided in this Agreement are not exclusive of any rights, powers or remedies
provided by law. CD
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14.9 Subcontracting: PX may appoint subcontractors to perform any of its obligations under this Agreement.
14.10 Notices:Any notice or other communication to be given under this Agreement must be in writing and must be served by one
of the following means and in respect of each is deemed to have been served as described:
a) By personal delivery—when received by the party.
b) By post by registered or ordinary mail—on the second working day following the date of posting in the United States mail
to the addressee's registered office.
c) By email—when acknowledged by the party orally or by return email or otherwise in writing.
d) By facsimile—when sent to the correct facsimile number(with written transmission confirmation).
The addresses for the parties for Notices shall be as set out on Page 1 of this Agreement or such other address as either party y
specifies by notice in writing to the other given in accordance with this clause 14.10.
14.11 In the event of any conflict or inconsistency between this Agreement and the terms of a purchase order made by Customer to
PX or a reseller of PX goods or services,this Agreement shall govern and control.
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