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Item C04
C.4 County f � .�� ��� BOARD OF COUNTY COMMISSIONERS Mayor David Rice,District 4 f` Mayor Pro Tem Craig Cates,District 1 The Florida Keys Michelle Coldiron,District 2 Vacant,District 3 --' Holly Merrill Raschein,District 5 County Commission Meeting February 16, 2022 Agenda Item Number: C.4 Agenda Item Summary #10031 BULK ITEM: Yes DEPARTMENT: Public Libraries TIME APPROXIMATE: STAFF CONTACT: Kimberly Matthews (305) 292-4540 No AGENDA ITEM WORDING: Approval to purchase additional equipment and technologies from EnvisionWare, Inc to expand our existing Library circulation services to all library branches and additional sites as determined. This item approves the purchase of self-checkout equipment,printing, self-pay station, PC reservations capabilities, and tablet stations in the amount of $119,190.94. Funding is from the $975,469 grant from the State Library and includes $493,356 for the purchase of EnvisionWare, Inc. equipment and technologies that will be purchased in phases over the next 3-4 months. ITEM BACKGROUND: The Monroe County Public Library requests approval to purchase additional self-out machines, print and PC management technology, self-pay stations and tablet stations for four of our locations from our circulation technology provider, EnvisionWare, Inc. using grant funds. An essential component of a 21 st Century Library is technology. Monroe County Public Library integrated the best technology and services into our newest location, the Marathon branch. The Library received a grant from the State of Florida, Department of State, Division of Library and Information Services for expenditure of $975,469 of American Rescue Plan Act funds to expand and add library technology throughout Monroe County Public Library system. The Monroe County Public Library System contracts with EnvisionWare, Inc. to provide augment circulation services that are only 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 integrated 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. The BOCC approved a sole-source procurement of the Envisionware system on 9/16/2020. The additional equipment and technologies covered in this agenda item utilize the continuation of existing services as defined in the Monroe County Procurement Manual, Ch7,A.2.(b)which states: Packet Pg. 179 C.4 "Where the procurement itself, due to the nature of the goods or services (i.e. in order to obtain conformity to existing contracted goods or services, in order to avoid the loss of warranty coverage,proprietary licensing, equipment capability, etc.), dictates sole source acquisition, the Requesting Department shall provide written justification as to the sole source nature of the procurement." The Library system is coordinating with the Information Technology Department for the purchases of additional equipment and their integration into the system. Due to the nature of the implementation process, the Library will need to place the order for all EnvisionWare, Inc equipment approved by the DLIS ARPA grant (totaling $493,356) in multiple invoices over the next several months. For example, the Library system must immediately start the retrospective conversion to RFID which requires the purchase of supplies and RFID readers/programmers. However, we are still securing the locations for holds lockers and the 24/7 library devices. If any locations are unfortunately found to be unsuitable for a hold locker device, the Library will seek permission from the State Library to redirect those grant funds to more suitable equipment from Envisionware. For these reasons, everything cannot be purchased at the same time. Attached to this agenda item are the lst 2 quotes (covering the XI self check/self pay machines, totaling $52,455 and the Tablet Stations, print and PC management technology totaling $66,745.94). As more quotes are firmed up, they will be brought forward to the BOCC for approval but staff felt it prudent to outline the entire anticipated expenditure with this vendor in this initial agenda item for transparency and Board approval. (Please note that the $493,356 may increase nominally due to increased freight costs related to current supply chain issues.) PREVIOUS RELEVANT BOCC ACTION: 911612020 BOCC Approved a contract with EnvisionWare, Inc. 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 cost of $60,799.94, which is funded from Library Impact Fees. (Agenda Item 7749). CONTRACT/AGREEMENT CHANGES: NA STAFF RECOMMENDATION: Approve DOCUMENTATION: EnvisionWare Standard Terms and Conditions - Exhibit B Library - Envisionware Agmt- February 2022 vl_CLEAN_JDM Rev Exhibit A US-69679 self-service for the 4 branches Exhibit B US-69162 branch automation FINANCIAL IMPACT: Packet Pg. 180 C.4 Effective Date: 1/19/2022 Expiration Date: 9/30/22 Total Dollar Value of Contract: $ $119,190.94 Total Cost to County: $ 0 -Grant funded 100% Current Year Portion: $ $119,190.94 Budgeted: Yes Source of Funds: DLIS ARPA Grant 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: Yes County Match: No Insurance Required: No 02/17/22 125-62041 - DLIS Florida ARPA Grant ($119,190.94) REVIEWED BY: Kimberly Matthews Completed 02/01/2022 4:43 PM Kimberly Matthews Completed 02/01/2022 4:44 PM James Molenaar Completed 02/01/2022 4:44 PM Purchasing Completed 02/01/2022 4:45 PM Budget and Finance Completed 02/01/2022 4:47 PM Maria Slavik Completed 02/01/2022 4:48 PM Liz Yongue Completed 02/01/2022 4:40 PM Board of County Commissioners Pending 02/16/2022 9:00 AM Packet Pg. 181 EXHIBIT c•4.a ENVISIONWARE STANDARD TERMS AND CONDITIONS 0 For Non-Contract System Orders 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 2 the Software are contained in the Software End User License Agreement and Warranty ("EULA")incorporated by reference: http://system.envisionware.com/terms. 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 c 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 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. 3. We reserve the right to list you as our customer on our customer list. You have final review 0 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 X using the prices published in this purchase agreement. 5. Our payment terms are as follows: c A. For all purchases except maintenance and subscription or recurring monthly, quarterly or 0 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 i) Custom or built-to-order Products include, but are not limited to, sorters, 24-Hour E 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 v)i our factories. The deposit is non-refundable unless we fail to comply with the 2 applicable Acceptance Criteria in the Statement of Work. O iii) Acceptance Criteria are developed in advance of delivery. Acceptance tests are T conducted upon installation of each component for which Acceptance Criteria have LU been defined. EnvisionWare_Standard_Tenns_Conditions(1).doc Rev. 22 May 2018 Packet Pg. 182 C.4.a Page 2 of 11 iv) When all tests pass for items on a Sales Order Confirmation the Customer must 0 confirm an Order Acceptance. B. Maintenance: Full payment prior to expiration of your first year warranty or prior to the 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. 2 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 you cause delays that result in added expense to us, we will issue a change order to recover 2 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 0 expense. 7. You agree to provide adequate space, network connections, and power as outlined in the 0 Specification for each device. For building modifications, we agree to provide technical documentation that clearly defines the requirements for the modifications. We are w 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 c 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. X LU 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. c, 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 E 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 , 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. w 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%. Packet Pg. 183 C.4.a Page 3 of 11 �r 11. During the Warranty Period, we will respond to your questions and aid you in the support of 0 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 E hardware failures or related issues, our Professional Services Implementation Consultants .2 will be available to help you for a fixed rate via telephone or on-site as defined in the priceCr schedule set out in the quotation or RFP response. 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 2 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. 2 13. When you update the software, we will answer your questions for these processes and help 0 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. c 14. We will use skilled professionals in our training that will help to use your system effectively, LU 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 0 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 :2 timely payment, we will discontinue providing our services and support to you. In the event w 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 0i 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 E 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 v) Maintenance Record. You will not have hardware protection without an agreement, which 2� 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 N 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 E Packet Pg. 184 C.4.a Page 4 of 11 "Maintenance Programs" described below. The program you have elected is stated in the 0 applicable Quotation. E A. "Standard Support Hours" are 8:30 a.m. to 7:00 p.m. Eastern US Time, Monday .2 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. B. Maintenance Programs 2 i.� i) Time and Materials: If you are not covered by a maintenance agreement, when service of any kind is required you may contact support during Standard Support 2 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 0 maintenance program. 2 0 0 U X c 0 i i E i i 2 N LU Packet Pg. 185 C.4.a Page 5 of 11 Support services include: • Support Hours: Monday —Friday 8:30am to 7:00pm Eastern Time, excluding E US federal holidays .2 Cr • 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 2 • 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. 0 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. U • 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 w EnvisionWare's flat expense rates. v, • 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. 0 • 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. i Support Services do not include: • Access to LiveChat, the Knowledge Base, software downloads or 2 documentation after the expiration of a warranty. )I Note: Customers must download the electronic documentation for their installed versions of licensed Products before transitioning to Time and Materials. ° N • Software patches and new versions of licensed software. • If a Software or firmware update is required, you may have the option to LU .j 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 Packet Pg. 186 C.4.a Page 6 of 11 • There is no separately available software license for embedded systems 0 such as sorters (AMH) and 24-Hour Libraries and turnkey hardware/software systems in which the software is part of the item E bundle. :5 Cr • Hardware Revisions, which are included in maintenance for sorters (AMH) and 24-Hour Libraries, may not be available for purchase under o Time and Materials. • 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 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 0 longer be available. 2 • 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- 0 system. • If options to extend the life are not available, we will provide a reduced w price upgrade quotation to replace your system if an upgrade is available. 0 ii) Gold Level Support: Services are available via the EnvisionWare Customer Center U 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. w Support services include: • Standard Support Hours: Monday — Friday 8:30am to 7:00pm Eastern Time, excluding US federal holidays iai Services during Standard Support Hours i • 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 U) visit is required 2 • Maximum time to attempt a remedy of a major outage is 3 business days • North America Toll Free calling: 888-409-0888 0 • LiveChat via the Customer Center during Standard Support Hours > • Responses to online Support Cases w 24-Hour Services E Packet Pg. 187 C.4.a Page 7 of 11 �r • User-to-User Forum (24 hour) 0 • Downloadable Software defect fixes • Downloadable New software releases E • Downloadable electronic documentation :5 • Searchable Knowledge Base • Create and view Support Cases ° • Online Defect/Enhancement view • Online Project Status Tracking . • Library Marketing Kits Support Services do not include: 0 • Preventative Maintenance service 2 • After-hours support 0 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- U 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 x LU 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. Support services include: i • 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 i required 2 • Maximum time to attempt a remedy of a major outage is 48 hours • North America Toll Free calling: 888-409-0888 N • LiveChat via the Customer Center during Standard Support Hours • User-to-User Forum (24 hour) 1° • Downloadable software defect fixes • Downloadable new software releases E Packet Pg. 188 C.4.a Page 8 of 11 • Downloadable electronic documentation 0 • Searchable Knowledge Base • Online Customer Center Support Case Management (24 hour — response E during Standard Support Hours) :, • Online Defect/Enhancement view w • Online Project Status Tracking • Library Marketing Kits • 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 each annual renewal. 2 o Continual, consecutive Platinum Level Support renewals assure a long life for Products covered by Preventative Maintenance. 0 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 0 ten (10) years provided there is continued Platinum maintenance coverage from the Effective date. u o o Any lapse in coverage for a period of more than 30 days will void the ten (10)year guarantee. 0 U 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 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 E arrival to be 6 hours or less after determining that a site visit is required. i PlatinumPLUS Level Service requires continued coverage of all items purchased from EnvisionWare that remain in use by you except for consumables. Support services include: U� 2 • Support Hours: 24 x 7 x 365 • 95% of incoming calls answered with a live technician .2 • Response time to incoming calls is 1 hour • 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 a required Packet Pg. 189 C.4.a Page 9 of 11 • Maximum time to attempt a remedy of a major outage is 36 hours 0 • North America Toll Free calling: 888-409-0888 • LiveChat via the Customer Center during Standard Support Hours E • User-to-User Forum (24 hour) . • Downloadable software defect fixes • Downloadable new software releases - • Downloadable electronic documentation • Searchable Knowledge Base 2 • Online Customer Center Support Case Management (24 hour - response during Standard Support Hours) • Online Defect/Enhancement view • Online Project Status Tracking c • Library Marketing Kits 2 • Preventative Maintenance: o This service is continual and performed incrementally each month by the Resident Technician and/or other EnvisionWare technicians and engineers as required. u.o o The Preventative Maintenance service includes proactive replacement of parts, routine cleaning, system updates and performance testing and certification. 2 o Continual, consecutive PlatinumPLUS renewals assures a long life for 0 Products covered by Preventative Maintenance. U o The lifetime coverage limit is specified on a per-item basis and in no case exceeds a guaranteed lifetime of ten (10)years. :2 o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of X 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 0i 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 E services. • 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 v)i applications. The Resident Technician can provide insight into pending 2 releases and can serve as your advocate for product enhancements. • The Resident Technician will collaborate with your staff to develop a routine o schedule for reporting and status meetings. T • When a Resident Technician is scheduled away from the local area, such as w 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. Packet Pg. 190 C.4.a Page 10 of 11 0 C. Should we fail to achieve the applicable performance objective for the Platinum or E PlatinumPLUS Level Maintenance Programs measured as an average of all failures over 2- a calendar quarter not meeting the applicable objective of all incidents and if you have rr notified your dedicated EnvisionWare technician or our Director of Support via email o (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 2 that item being serviced. The measurements will reset each calendar quarter. 0) D. A failure to achieve a service objective shall not be a breach of the maintenance 2 agreement or give rise to a credit if and to the extent that failure to achieve a service a. 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 0 level impact; w ii) Occurrence of a Force Majeure event(as defined herein); 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 U W 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 �n 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, act 0 of terrorism, strike, embargo, government requirement, civil or military authority, act of tai 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 E 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 i 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. 0 17. Re-establishing Maintenance After a Lapse: T 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 Packet Pg. 191 C.4.a Page 11 of 11 not be disabled by expiration of the maintenance agreement, but, as of the date of 0 expiration, you will not have further access to updates, upgrades or technical support. E B. If you later choose to resume maintenance, you will be charged as follows:, a 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, 2 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 0 (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- establishing maintenance. LU 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 0 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 X D. Re-establishment of lapsed maintenance is permitted only once. , 18. Professional Services. Upon request and agreement between the parties, we shall provide you c with professional consulting or training services ("Professional Services") according to the applicable Professional Services Statement of Work ("SOW"). The parties acknowledge that c t� 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 )I 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 reasonable travel and lodging expenses as incurred. w Packet Pg. 192 C.4.b C HARDWARE AND SOFTWARE LICENSE PURCHASE AGREEMENT BETWEEN ENVISIONWARE, INC. AND MONROE COUNTY y THIS HARDWARE AND SOFTWARE LICENSE PURCHASE AGREEMENT is made and entered into this 16th day of February, 2022 by and between ENVISIONWARE, INC., c hereinafter referred to as "ENVISIONWARE"; a Georgia Corporation, authorized to do business 2 in the State of Florida, whose address is 1960 Satellite Blvd., Suite 4100, Duluth, Georgia 30097-4197, 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 Street, Key West, Florida 33040. WITNESSETH 1) Term. This Agreement shall be for a period of Three (3)years commencing on February 0 t� 16, 2022 and terminating February 15, 2025. 2) Scope Of Work/Payments. A) ENVISIONWARE shall provide the hardware and software services listed in Composite Exhibit A - ENVISIONWARE Quotation # US-69679 dated 01/20/2022. (hereafter "Price Quote 1") > B) ENVISIONWARE shall provide the hardware and software services listed in Composite Exhibit B — ENVISIONWARE Quotation # US-69162 dated 12/16/2021 (hereafter "Price Quote 2") z C) COUNTY shall pay ENVISONWARE for the faithful performance of said services LU for Price Quote 1 the sum of Fifty-Two Thousand Four Hundred Forth-Five and 00/100 ($52,445.00) 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. D) COUNTY shall pay ENVISIONWARE for the faithful performance of said LN services for Price Quote 2 the sum of Sixty-Six Thousand Seven Hundred Forty-Five and 94/100 M ($66,745.94) Dollars in accordance with Exhibit B. COUNTY's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County "; Commissioners. E E) COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act upon submission of a proper invoice by ENVISIONWARE. 2 F) 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. w 3) Per Florida Statute, Chapter 287.0582. The parties agree this Agreement binds Monroe 2 County for the purchase of services or tangible personal property for a period in excess of one (1) fiscal year, moreover the parties agree Monroe County's performance and obligation to pay under a� Packet Pg. 193 C.4.b C this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 2 G 4) Incorporation of Terms and Conditions. The terms and conditions of Price Quote 1 and W Price Quote 2 attached hereto as Exhibit A and Exhibit B and the ENVISONWARE End User License Agreement (hereafter "EULA") attached as Exhibit C are hereby incorporated as if fully set forth herein. The Price Quotes 1 & 2, the EULA and this Hardware and Software License 0 Purchase Agreement shall be collectively known as the"Agreement". 2�, 5) Federal Contract Requirements. The CONTRACTOR and its subcontractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract provisions and Appendix 11 to 2 C.F.R. Part 200, as amended, including but not limited to: 5.1 Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, 0 c, Homeland Security Grant Program,Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime r_ construction contracts in excess of$2,000 awarded by non-Federal entities must comply with the 2 Davis-Bacon Act(40 U.S.C. §§3141-3144, and §§3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must > be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. If applicable, the COUNTY must place a z current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal program legislation, which includes emergency Y Management Preparedness Grant Program,Homeland Security Grant Program,Nonprofit Security N Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and L• Transit Security Grant Program(it does not apply to other FEMA grant and cooperative agreement M programs, including the Public Assistance Program), the contractors must also comply with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor "; regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work E Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed 2 in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported 2 violations to the Federal awarding agency. > 5.2 Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable,which are incorporated by reference into this 2 contract. Packet Pg. 194 C.4.b C 5.3 Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 5.4 Breach. A breach of the contract clauses above may be grounds for termination of the c contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 2�, 5.5 Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by they COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must w comply with 40 U.S.C.§§ 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less 0 t� than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions 2 which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5.6 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient z wishes to enter into a contract with a small business firm or nonprofit organization regarding the LU substitution of parties, assignment or performance of experimental, developmental, or research t� work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 5.7 Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387). Contractor agrees to comply with all applicable standards, orders or "; regulations issued pursuant to the Clean Air Act(42 U.S.C. §§7401-7671q) and the Federal E Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air 2 Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251- 1387), as amended—applies to Contracts and subgrants of amounts in excess of$150,000. 5.8 Debarment and Suspension (Executive Orders 12549 and 12689) A contract award (see LUU 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 2 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of a� Packet Pg. 195 C.4.b C parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. is 5.9 Byrd Anti-Lobbying Amendment Q 1 U.S.C. 13 52) Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of 0 Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier ups to the non-Federal award. w 5.10 Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.322. CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 include 0 t� procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for > procurement of recovered materials identified in the EPA guidelines. 5.11 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR § 200.216. Recipients and subrecipients and their contractors and w subcontractors may not obligate or expend any federal funds to (1)Procure or obtain; (2)Extend or renew a contract to procure or obtain; or(3)Enter into a contract (or extend or renew a contract)to procure or obtain equipment, services, or systems that uses covered C44 telecommunications equipment or services as a substantial or essential component of any system, N or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei 2 Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). W (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned E or controlled by, or otherwise connected to, the government of a covered foreign country. Packet Pg. 196 C.4.b C 9.29.9 Domestic preference for procurements as set forth in 2 CFR §200.322 The COUNTY and CONTRACTOR should, to the great extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). These requirements of this section must be included in all subawards including contracts and purchase orders for work or products under federal award. For purposes of this section: 0 (1) "Produced in the United States" means, for iron and steel products, that all manufacturing 2 processes,from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. U Other Federal Requirements: 5.12 Americans with Disabilities Act of 1990, as amended (ADA)— The CONTRACTOR will 0 t� comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. c 5.13 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under > this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and z contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. § 200.321(as LU set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS 2 a. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR shall take "; the following affirmative steps to assure that minority businesses, women's business E enterprises, and labor surplus area firms are used whenever possible. b. Affirmative steps must include: 2 (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; w (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's 2 business enterprises; j (4) Establishing delivery schedules, where the requirement permits which encourage participation by small and minority businesses, and women's business enterprises; E Packet Pg. 197 C.4.b C (5)Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. (6)Requiring the Prime contractor, if subcontractor are to be let, to take the affirmative steps listed in paragraph(1)through(5) of this section. 5.14 The Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term 2 of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by they subcontractor during the Contract term. LU Additional FEMA Requirements: Access to Records: Contractor/Consultant and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing the 0 t� Department of Homeland Security (DHS) and the Federal Emergency Management Agency's (FEMA) access to records, accounts, documents, information, facilities, and staff. Contractors/Consultants must 1. cooperate with any compliance review or complaint investigation conducted by DHS 2. Give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities personnel, and other individuals and information as may be necessary, as required by DHS > regulations and other applicable laws or program guidance. 3. Submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. Z� �t DHS Seal, Logo and Flags: Contractor shall not use the Department of Homeland Security seal(s), c, logos, crests, or reproduction of flags or likeness of DHS agency officials without specific FEMA approval. N N N Changes to Contract: The Contractor understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the agreement must be within the scope of any Federal grant or cooperative agreement that may fund this Proj ect and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive "; change must be approved in writing by both the COUNTY and Contractor. E Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement 2 that FEMA financial assistance may be used to fund the contract. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and 2 directives. > LU No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the COUNTY/non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Packet Pg. 198 C.4.b C Program Fraud and False or Fraudulent Statements or Related Acts. If applicable, the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. 6) 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 0 period of five years from the termination of this agreement. Each party to this Agreement or its 2 authorized representatives shall have reasonable and timely access to such records of each other party 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 Clerk determines that monies paid to ENVISIONWARE pursuant to this Agreement were spent w for purposes not authorized by this Agreement, ENVISIONWARE shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 0 U 7) Severability. If any term, covenant, condition or provision of the Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and 2 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 > 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. Z� �t 8) 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 party 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 party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in LN 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. U' E CD 9) 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 2 representatives, successors, and assigns. 10) Authority. Each party represents and warrants to the other that the execution, delivery, > and performance of this Agreement have been duly authorized by all necessary County and w corporate action, as required by law. 11) 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 E Packet Pg. 199 C.4.b C 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 to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. 12) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, 0 COUNTY and ENVISIONWARE agree to participate, to the extent required by the other party, in 2 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 proceedings related to this Agreement. w 13) 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 jurisdiction that discrimination has occurred,this Agreement automatically terminates without any 0 t� 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 2 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 USC §§ 6101-6107),which prohibits discrimination on the basis of age; 5)The Drug Abuse Office Z� 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, 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 Code Chapter 14, U; Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, E ancestry, sexual orientation,gender identity or expression,familial status or age; and 11)Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or 2 the subject matter of, this Agreement. c 14) 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 w or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 2 15) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as E Packet Pg.200 C.4.b C 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 certain information. 16) 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 0 of the Constitution of Florida. The COUNTY and ENVISIONWARE shall allow and permit 2 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 w 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 c t� terms of this provision in the form of a court proceeding and shall, as a prevailing party,be entitled 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 2 consult with its advisors about Florida Public Records Law in order to comply with this provision. 17) 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 government liability insurance pool coverage shall not be deemed a waiver of immunity to the Z� extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. i 18) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of LN any public agents or employees of the COUNTY, when performing their respective functions M under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or "; employees outside the territorial limits of the County. E 19) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory 2 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 2 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 w 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, 2 and case law. Packet Pg.201 C.4.b C 20) 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 2 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 0 for the purposes contemplated in this Agreement. 2�, 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) 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 c personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. c 22) 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 Vehicle Liability $300,000 Workers' Compensation Statutory z� Employers Liability $500,000/$500,000/$500,000 c, i Monroe County Board of County Commissioners must be listed as Certificate Holder and > included as Additional Insured on General and Vehicle Liability. N N 23) Indemnification/Hold Harmless.Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, ENVISIONWARE shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and U_ against (i) any third-party claims, actions or causes of action, (ii) any third-party litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of E, injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or a� expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) the negligence or willful misconduct of ENVISIONWARE or any of its employees, agents, sub-contractors or other invitees, or (C) .2 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 omissions of the COUNTY 2 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. E Packet Pg.202 C.4.b C 24) 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: For COUNTY: For ENVISIONWARE c County Administrator Michael J. Monk, CEO 2 1100 Simonton Street 1960 Satellite Blvd., Suite 4100 Key West, FL 33040 Duluth, GA 30097-4197 And AND Monroe County Attorney's Office Barnes &Thornburg LLP 1111 12th St., Suite 408 Jason A. Bernstein Key West Fl. 33040 3475 Piedmont Road N.E., Suite 1700, Atlanta, GA 30305-3327 or to such other address as the party being given such notice shall from time to time designate to 0 t� the other by notice given in accordance herewith. 25) Governing Law,Venue, and Interpretation. This Agreement shall be governed by and 2 construed in accordance with the laws of the State of Florida applicable to Agreements made and 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 > ENVISIONWARE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. i 26) Termination for Convenience/Cause A) Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. N B) Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate 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) U; 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 2 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; 2 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 w 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 2 the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. a� Packet Pg.203 C.4.b C 27) Mutual Review. This Agreement has been carefully reviewed by ENVISIONWARE and the COUNTY. Therefore, this Agreement is not to be construed against either party on the basis of authorship. 28) Entire Agreement. This writing embodies the entire agreement and understanding 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 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. 0 29) Maintenance of Records. ENVISIONWARE shall maintain all books, records, and documents directly pertinent to w performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or its c c, authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the ENVISIONWARE, the ENVISIONWARE shall repay the monies together with interest > calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. i i N N CD CD LU 2 Packet Pg.204 C.4.b 2 IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year first above written. (SEAL) ATTEST: BOARD OF COUNTY COMMISSIONERS c KEVIN MADOK; CLERK OF MONROE COUNTY,FLORIDA By By Deputy Clerk Mayor 0 i ENVISISONWARE,INC By _ Uc President:Mic ae 7. Monk �-- STATE OF: Alabama COUNTY O : Baldwin Subscribed and sworn to(or affirmed)before me,by means of❑physical presence or M online notarization,on February 1,2022 (date)by Michael J. Monk (name of afflant). He/She is personally known to me or has produced (personally known) (ty ion. i CANDICE GWIN OLIVER Notary_Public � My Commission Expires AN0TARY4M9BLriC i April 3,2023 > cv cv CD cv 2 Approved as to Form and Legal Sufficiency James D. 'olenaar Asst. Country Attorney C► ROE COUNTY ATTORNEYS OFFICE Packet Pg.205 C.4.b 2 i� GROUP EXHIBIT Dy 2 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." I have read the above and state that neither Michal J. Monk (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. ~� o (Signature) Date; 1-Feb-2022 > STATE OF: Alabama > COUNTY OF: Baldwin Subscribed and sworn to (or affirmed) before me, by means of 0 physical presence or IN online i notarization, on February 1, 2022 (date) by Michael J. Monk (name of affiant). He/She is personally known to i me or has produced (personally known I ication) as identification. CAANDICE GwIN OLIVER Notary Public tCD V Alabama State at Large tV l 1y Commission Expires My Commission Expires: pW '3 n--31 ' Packet Pg.206 C.4.b I is 0) SWORN STATEMENT UNDER ORDINANCE NO.010-1990 MONROE COUNTY, FLORIDA 2 ETHICS CLAUSE " 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 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) 0 Date: 1-Feb-2022 .2 STATE OF: Alabama > COUNTY OF: Baldwin > Subscribed and sworn to(or affirmed) before me, by means of❑ physical presence or 13 online notarization, on February 1. 2022 i (date) by Michael J. Monk (name of affiant). HefShe is personally known to me or has produced (personal) known)nown) (type of i > identification) as identification. CANDICE GWIN OLIVER Notary Public tCD V NOTARY PUBLIC Mate at Larger My Commission Expi April 3.2023 , uj Packet Pg.207 C.4.b 2 I [DRUG-FREE WORKPLACE FORM ; y The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: EnvisianWare, Inc.. o (dame of Business) 1,Publish a statement notifying employees that the unlawful manufacture, distribution, 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 such 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. 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 contenders 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. i As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Ca (Signature) i Date: 1-Feb-2622 > STATE OF: _Rlabama cv COUNTY OF: Baldwin Subscribed and sworn to(or affirmed) before me, by means of 0 physical presence or is online notarization, on February 1, 2622 (date) by Michael J. Monk (name of affiant). hie/She is personall known to me or has produced ersonail known ype o i en I lcation) as identification. 4 CANDICE GWIN OLIVER, q Notary Public NOT RY F 11 State at Large My Commis My Commission Expires April 3, 2023 Lu Packet Pg.208 C.4.b ENVIISU� NWARE "' Quotation nvisicnWar , Inc. US-69679 1 ;,0 a-e II,Ie BI^.rtl. 'Su ite 4.1od") ;-)ekI tit h, l,'A (,'VJ11�' 412,1 1/20/2022 � I wr I I`re t wk;..J..Po I rM,t irteni a-i:)qaI +-I Bill To TOTAL y Lisa Booker Monroe County r� 1100 Simonton Street $52,445.00 0 Suite 2-268 Key West FL 33040 United States Quote Expires:4/20/2022 0 A Federal EIN Currency Terms Sales Rep 58-2424595 US Dollar Net 30 Days Evans, Ken Quotation Title Memo RFID for the remaining 4 branches(ARPA) 0 CJ Qty Item/Description Ship To Unit Price Amount Description Marathon ....................................... `2 Key West Branch Library 1 SSC-XII-KVTS#-BK-BK(**USD)3T MX915 v4(N) Key West $8,695.00 $8,695.00 X11 Vending Kiosk (Network Capability) - Software 0 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 It Power CJi Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount cv 1 SSC-XII-SC STD(BK) Key West $575.00 $575.00 X11 Kiosk Sidecar- Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 1 ECS-SelfSery Bldg[Addl] Key West $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF m SERVICE WEB AND TERMINAL SYSTEM[Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum of 14 additional buildings/15 total). �+ +Card Terminals optional uj 1 ECS-SelfSery T915-Y Key West $495.00 $495.00 SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited transactions/month for 12 months on POINT platform Subscription term:3 year commitment. m Full balance of term payable for early termination. Lead Time: 10 weeks 0 This information is confidential and proprietary to EnvisionWare, Inc. 1 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg.209 C.4.b ENVIISU� NWARE "' Quotation nvisicnWar , Inc. US-69679 1 ;,0 a-eII,Ie BI^.rtl. 'Su ite 4.1od") ;-)ekI tit h, l,'A 3(y+J11�' 412,1 1/20/2022 � I wr I I`fe t wk;..J..Po I rM,t irteni a-i:)qa1 M 1 Qty Item/Description Ship To Unit Price Amount 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 0. ZERO COST INTERNAL terminal hardware tracking item. 2 ECS PWC Terminal Processors:Processor Not Listed c� Subtotal $10,460.00 Description Marathon Big Pine Key Branch Library 1 SSC-XII-KVTS#-BK-BK("USD)3T MX915 v4(N) Big Pine Key $8,695.00 $8,695.00 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 It Power Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount i 1 SSC-XII-SC STD(BK) Big Pine Key $575.00 $575.00 X11 Kiosk Sidecar-Standard 1-tier model provides an integrated extension to the detection surface for holding i books, media and personal items during checkout. > Black. cv 1 ECS-SelfSery Bldg[Addl] Big Pine Key $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND TERMINAL SYSTEM(Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum , of 14 additional buildings/15 total). +Card Terminals optional 1 ECS-SelfSery T915-Y Big Pine Key $495.00 $495.00 SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited transactions/month for 12 months on POINT platform y Subscription term:3 year commitment. Full balance of term payable for early termination. Lead Time: 10 weeks 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 ZERO COST INTERNAL terminal hardware tracking item. ECS PWC Terminal Processors:Processor Not Listed This information is confidential and proprietary to EnvisionWare, Inc. 2 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg.210 C.4.b ENVIISU� NWARE "' Quotation nvisicnWar , Inc. US-69679 1 ;,0 a-eII,Ie BI^.rtl. 'SLiite 4.1od") ;-)ekI tit h, l,'A 3(y+J11�' 412,1 1/20/2022 0 I wiI I`re t k;..J..Po I irM,t Irtenia-I:)qa1 1 Qty Item/Description Ship To Unit Price Amount Subtotal $10,460.00 0. 0 Description Islamorada Islamorada Branch Library A 1 SSC-XII-KVTS#-BK-BK("USD)3T MX915 v4(N) Islamorada $8,695.00 $8,695.00 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 ft Ethernet Cable/6 ft Power Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal 0 0 Mount 1 SSC-XII-SC STD(BK) Islamorada $575.00 $575.00 X11 Kiosk Sidecar- Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 1 ECS-SelfSery Bldg[Addl] Islamorada $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND TERMINAL SYSTEM[Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum > of 14 additional buildings/15 total). +Card Terminals optional 1 ECS-SelfSery T915-Y Islamorada $495.00 $495.00 SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited 0 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 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 0 ZERO COST INTERNAL terminal hardware tracking N item. 0 ECS PWC Terminal Processors:Processor Not Listed Subtotal $10,460.00 0 Description Key Largo m 0 Key Largo Branch Library This information is confidential and proprietary to EnvisionWare, Inc. 3 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg.211 C.4.b ENVIISU� NWARE "' Quotation nvisicnWar , Inc. US-69679 1 ;,0 a-e II,Ie BI^.rtl. 'Su ite 4.1od") ;-)ekI tit h, l,'A 3(y+J11�' 412,1 1/20/2022 � I wr I I`re t wk;..J..Po I i rM,t I rte ni a-i,:) a +-1 Qty Item/Description Ship To Unit Price Amount 1 SSC-XII-KVTS#-BK-BK("USD)3T MX915 v4(N) Key Largo $8,695.00 $8,695.00 X11 Vending Kiosk (Network Capability) - Software o 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 ft Ethernet Cable/6 ft Power Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount 1 SSC-XII-SC STD(BK) Key Largo $575.00 $575.00 X11 Kiosk Sidecar-Standard 1-tier model provides an CJ integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 1 ECS-SelfSery Bldg[Addl] Key Largo $695.00 $695.00 3 ENVISIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND TERMINAL SYSTEM(Additional > Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum of 14 additional buildings/15 total). +Card Terminals optional i 1 ECS-SelfSery T915-Y Key Largo $495.00 $495.00 SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited transactions/month for 12 months on POINT platform > cv cv Subscription term:3 year commitment. Full balance of term payable for early termination. Lead Time: 10 weeks 2 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 ZERO COST INTERNAL terminal hardware tracking item. ECS PWC Terminal Processors:Processor Not Listed Subtotal $10,460.00 Description Marathon Installation Services This information is confidential and proprietary to EnvisionWare, Inc. 4 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg.212 C.4.b ENVIISU� NWARE "' Quotation ,visicnWar , Inc. US-69679 1 ,,,0 a-e II,Ie Bk^ t:i. 'Su ite 41od") ;-)ekI tit h, l,'A (,,'J1Y 412,1 1/20/2022 � I wr I`fe t wk;..J..Po I rM,t irteni a-i:)qa1 M 1 Qty Item/Description Ship To Unit Price Amount 4 PS-PM-BLDG $1,000.00 $4,000.00 ENVISIONWARE COLLABORATIVE PROJECT 0 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 consulting services, planning, installation, training and acceptance criteria. 0 CJ ++ This price does not include any of the fixed travel r, costs(Continental US)or billed expenses(Outside USA) items when onsite services are requested. o 1 PS-EXPFF-U 1st Day $1,975.00 $1,975.00 > ENVISIONWARE PROFESSIONAL SERVICES Onsite Installation Administrative Costs > 3 PS-EXPFF-U Additional Day $250.00 $750.00 ENVISIONWARE PROFESSIONAL SERVICES-FLAT FEE FOR EXPENSES - Additional Days After First. I Maximum (4) additional days before an additional First day is required. SUBTOTAL Services $6,725.00 i T_ SUBTOTAL for Envision Ware Professional Services - > includes 4 days on-site for all items shown on this CD quotation 2 Subtotal $48,565.00 Annual maintenance and subscription starting in year 2:$6,626.20 Discount Freight charges are estimated;actual charges will be billed. Send your purchase order or email confirmation to: Freight $3,880.00 EMAIL: orders envisionware.com I FAX:+1 678.382.6501 Standard terms and conditions apply:http://system.envisionware.com/terms Total Tax $0.00 .T PST-CA C Lu Total $52,445.00 This information is confidential and proprietary to EnvisionWare, Inc. 5 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg.213 C.4.b ENVISU� NWARE "' Quotation nvisicnWar , Inc. US-69162 1 ;,0 a-e II,Ie BI^.rtl. 'Su ite 4.1od") ;-)ekI tit h, l,'A (,'VJ11�' 412,1 12/16/2021 � IwiII"ree t k:..J,.PoI irM,t irtenia-I:)-IaI +-I Bill To TOTAL y Lisa Booker Monroe County (� 1100 Simonton Street $66,745.9 0 4 ¢, Suite 2-268 Key West FL 33040 United States Quote Expires:3/16/2022 0 c) Federal EIN Currency Terms Sales Rep 58-2424595 US Dollar "5 0%D e p I B a I-301 Evans, Ken Services-Accept 0 Quotation Title Memo Automation,Tablet stations, CPM, LPT1 (ARPA) 0 Qty Item/Description Ship To Unit Price Amount 0 Description Marathon """If CloudNine Reservation Service, as shown on quote # US-62671, is not ready for installation prior to main project installation as shown on this quote, then > PC Reservation may be installed as an interim solution at no additional charge. Description i Key West Branch Library 1 CPM Bldg[Addl] Key West $195.00 $195.00 Ul COPY PAYMENT MANAGER(Additional Building j > For libraries with more than 1 building add 1 license per building after the first. cv + 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 CBA-VNX/N-U COPIER-CABLE Key West $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - Connects an Envision Ware Series VX/N Coin/Bill Acceptor to a Copier T+ SPECIFY COPIER Manufacturer:Canon Model:ImageRunner Advance C256iF 111 1 LPT ENT Building Bundle[Additional] Key West $295.00 $295.00 LPT.-ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building m License for additional locations in your library system. 0 This information is confidential and proprietary to EnvisionWare, Inc. EXHIBIT B 1 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.214 C.4.b ENVISU� NWARE "' Quotation nvisicnWar , Inc. US-69162 1 ;,0 a-e II,Ie BIvt-l. 'SLiite 41od") ;-)ekI tit h, l,'A (,,'J1Y 412,1 12/16/2021 � I wr I I`re t wk;..J..Po I i rM,t I rte ni a-i,:) Ia1 1 Qty Item/Description Ship To Unit Price Amount 20 LPT ENT Clients(050) Key West $43.35 $867.00 LPT.•ONE CLIENT LICENSE-TIER 50-99 0 Print management software installed on each public computer 1 LPT MPS-IYR-U Key West $725.00 $725.00 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. 0 ++ REQUIRES LPT.One Envision Ware Print tJ Management v4.9+ '✓ Subtotal $2,231.00 0 1 TS-6(A) BS Key West $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model > System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. Promo TS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. i -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31,2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31,2022. 2 - Tablet Stations are sold with a 3-year subscription 0 commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 m Description Marathon 0 Big Pine Key Branch Library > m 0 This information is confidential and proprietary to EnvisionWare, Inc. 2 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.215 C.4.b ENVISU� NWARE "' Quotation nvisienWar , Inc. US-69162 1 ;,0 a-e II,Ie W^.rtl. 'Su ite 41od") ;-)ekI tit h, l,'A 3(yVJ11' 412,1 12/16/2021 � I wiI I`re t .C..J,.Po I irM,t irtenia-I:)-Ia1 1 Qty Item/Description Ship To Unit Price Amount 1 CPM Bldg[Addl] Big Pine Key $195.00 $195.00 COPY PAYMENT MANAGER(Additional Building] o For libraries with more than 1 building add 1 license per building after the first. + 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 CBA-VNX/N-U COPIER-CABLE Big Pine Key $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - U Connects an Envision Ware Series VX/N Coin/Bill '✓ Acceptor to a Copier 0 SPECIFY COPIER Manufacturer:Canon Model:ImageRunner Advance C256iF 111 1 LPT ENT Building Bundle[Additional] Big Pine Key $295.00 $295.00 LPT.-ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. i 10 LPT ENT Clients(050) Big Pine Key $43.35 $433.50 LPT.•ONE CLIENT LICENSE-TIER 50-99 CJ Print management software installed on each public computer > 1 LPTMPS-IYR-U Big Pine Key $725.00 $725.00 N N 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+ Subtotal $1,797.50 1 TS-6(A) BS Big Pine Key $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. This information is confidential and proprietary to EnvisionWare, Inc. 3 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.216 C.4.b ENVISU� NWARE "' Quotation nvisicnWar , Inc. US-69162 1 ;,0 a-e II,Ie Bk^ t:i. 'SLiite 41od") ;-)ekI tit h, l,'A (,,'J11�' 412,1 12/16/2021 � I w i I`re t .C..J,.Po I i rM,t I rte ni a-i,:) Ia1 1 Qty Item/Description Ship To Unit Price Amount Promo TS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. 0 -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31,2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31,2022. - Tablet Stations are sold with a 3-year subscription uj commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 CJ Description Islamorada 0 Islamorada Branch Library ' 1 CPM Bldg[Addl] Islamorada $195.00 $195.00 COPY PAYMENT MANAGER(Additional Building] > For libraries with more than 1 building add 1 license per building after the first. + Required:CBA-VX Coin/Bill Acceptor, X11-V Vending i 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 > cv 1 CBA-VNX/N-U COPIER-CABLE Islamorada $149.00 $149.00 cv 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 111 1 LPT ENT Building Bundle[Additional] Islamorada $295.00 $295.00 LPT.-ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. 20 LPT ENT Clients(050) Islamorada $43.35 $867.00 LPT.•ONE CLIENT LICENSE-TIER 50-99 Print management software installed on each public computer This information is confidential and proprietary to EnvisionWare, Inc. 4 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.217 C.4.b ENVISU� NWARE "' Quotation nvisicnWar , Inc. US-69162 1 ;,0 a-e II,Ie W^.rtl. 'Su ite 41od") ;-)ekI tit h, l,'A (,,'J11�' 412,1 12/16/2021 � I w i I`re t k;..J..Po I i rM,t I rte ni a-i,:) Ia1 1 Qty Item/Description Ship To Unit Price Amount 1 LPT MPS-IYR-U Islamorada $725.00 $725.00 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+ Subtotal $2,231.00 0 1 TS-6(A) BS Islamorada $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. > Promo TS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. I -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31,2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later I than January 31,2022. > - Tablet Stations are sold with a 3-year subscription commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 0 Description Key Largo Key Largo Branch Library 1 CPM Bldg[Addl] Key Largo $195.00 $195.00 COPY PAYMENT MANAGER(Additional Building] For libraries with more than 1 building add 1 license per y building after the first. + 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 0 This information is confidential and proprietary to EnvisionWare, Inc. 5 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.218 C.4.b ENVISU� NWARE "' Quotation nvisienWar , Inc. US-69162 1 ;,0 a-e II,Ie W^.rtl. 'Su ite 41od") ;-)ekI tit h, l,'A (,,'J11�' 412,1 12/16/2021 � IwiII`re t .C..J,.PoI irM,t Irte nia-i,:)-IaI +-1 Qty Item/Description Ship To Unit Price Amount 1 CBA-VNX/N-U COPIER-CABLE Key Largo $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - 0 Connects an Envision Ware Series VX/N Coin/Bill Acceptor to a Copier SPECIFY COPIER Manufacturer:Canon 0 Model:ImageRunner Advance C256iF 111 1 LPT ENT Building Bundle[Additional] Key Largo $295.00 $295.00 LPT.-ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. 0 20 LPT ENT Clients(050) Key Largo $43.35 $867.00 LPT.•ONE CLIENT LICENSE-TIER 50-99 r Print management software installed on each public computer 1 LPTMPS-IYR-U Key Largo $725.00 $725.00 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. I - Licensed by the number of Buildings or Job Queue Engines, whichever is greater. ++ REQUIRES LPT:One Envision Ware Print CJ Management v4.9+ Subtotal $2,231.00 CD cv 1 TS-6(A) BS Key Largo $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model 2 System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure , Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. m Promo TS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. T -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31,2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31,2022. - Tablet Stations are sold with a 3-year subscription commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 0 This information is confidential and proprietary to EnvisionWare, Inc. 6 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg.219 C.4.b ENVISU� NWARE "' Quotation EnvisionWare, Inc. US-69162 1 ,,,0 a-e II,Ie BI^.rtl. 'Su ite 41od") ;-)ekI tit h, l,'A 3(yVJ1Y 412,1 12/16/2021 � I wr I I`fe t wk;..J..a I rM,t irteni a-i:)-Ia1 M 1 Qty Item/Description Ship To Unit Price Amount Description Marathon 0 Installation Services 0 4 PS-PM-BLDG $1,000.00 $4,000.00 ENVISIONWARE COLLABORATIVE PROJECT 0 0 SERVICES--PER BUILDING 0 " Includes installation of all products ordered or guidance to install items as part of a single project/trip on a per building basis. EnvisionWare generally installs management or host components and trains customers in the deployment of Client modules. " A Statement of Work (SOW) will be developed 0 collaboratively which defines the responsibilities of CJ EnvisionWare and your staff and includes consulting services, planning, installation, training and acceptance criteria. ++ This price does not include any of the fixed travel costs(Continental US)or billed expenses(Outside USA) items when onsite services are requested. > 1 PS-EXPFF-U 1st Day $1,975.00 $1,975.00 ENVISIONWARE PROFESSIONAL SERVICES - Onsite Installation Administrative Costs I 1 PS-EXPFF-U Additional Day $250.00 $250.00 ENVISIONWARE PROFESSIONAL SERVICES - FLAT CJ FEE FOR EXPENSES - Additional Days After First. r Maximum (4) additional days before an additional First > day is required. SUBTOTAL Services $6,225.00 LN SUBTOTAL for EnvisionWare Professional Services - includes 5 days on-site for all items shown on this quotation Subtotal $65,775.50 Annual maintenance and subscription starting in year 2:$10,120.59 Discount P 9 Y Freight charges are estimated;actual charges will be billed. Send your purchase order or email confirmation to: Freight $970.44 > EMAIL: orders envisionware.com I FAX:+1 678.382.6501 Standard terms and conditions apply:http://system.envisionware.com/terms Total Tax $0.00 PST-CA Total $66,745.94 This information is confidential and proprietary to EnvisionWare, Inc. 7 II 11111111111111111111 III111III US-69162 Packet Pg.220 C.4.b C ENVISIONWARE,INC. 2 END USER LICENSE AGREEMENT AND LIMITED WARRANTY ("EULA") IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA 2 CAREFULLY BEFORE USING THE SOFTWARE. ENVISIONWARE, INC. ("ENVISIONWARE")IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE 0 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. 0 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 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 WRITING ENVISIONWARE OR THE RESELLER FROM WHOM IT WAS ACQUIRED WITHIN . THIRTY (30) DAYS OF PURCHASE, AND THE PURCHASE PRICE WILL BED 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 tai 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/gpl- 2.0.html). Portions of some modules may contain the MS access driver, licensed from U_ 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, T WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. u.o 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 _2 and Windcave End User License Agreement attached hereto, as applicable to your purchase. This EULA also governs any future releases, revisions, or enhancements to the Software that EnvisionWare may furnish to you. Your rights and obligations with respect to the use of this Packet Pg.221 C.4.b C Software are as follows: A. You may: 2 G i. use the Software on the quantity and type of computers indicated on EnvisionWare W invoice. You may make that number of copies of the Software licensed to you by EnvisionWare. � ii. make one copy of the Software for archival purposes, or copy the Software onto the hard disk of your computer 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, 0 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 c t� than the entity named as licensee as appearing on the software splash screen), other than to a successor agency, and any transfer in violation hereof shall be of no power or effect; c 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 z� extent that applicable law prohibits or restricts reverse engineering restrictions), or create w derivative works from the Software(any such modifications shall automatically be owned by t� EnvisionWare upon 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 2 authorized distributor or reseller; v. use the Software to develop or facilitate development of a product which is competitive with any EnvisionWare product offerings; e( vi. post or otherwise publish electronic documentation of the Software for access outside the licensed organization; c 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 LU prior version must be uninstalled or rendered unusable; 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; E Packet Pg.222 C.4.b C ix. remove any product identification,proprietary, copyright or other notices contained in the Software; 2 x. provide any product key or login information to a third party; or 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 0 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, w 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 effective date of such termination and EnvisionWare shall be reimbursed any resulting is unamortized,reasonably incurred, 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 Hardware as 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 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, z� written approval expressed in the form of an EnvisionWare Return Merchandise Authorization < LU ("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 i fee unless EnvisionWare determines that the cause of the return is a result of an error on the > N part of EnvisionWare, in which case EnvisionWare may waive all or part of the restocking fee. N No Hardware product will be accepted for return for ANY reason without a Return LN 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 U- RMA or for warranty support must be shipped to EnvisionWare freight prepaid. Equipment serviced under warranty will be returned freight prepaid. e( 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 LU 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- -2 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, Packet Pg.223 C.4.b C (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 from EnvisionWare for a period of twelve(12) months 0 from date of delivery of the Software. B. Hardware Product Warranty: EnvisionWare warrants that EnvisionWare-branded hardware as distributed will be free from material defects (the "Hardware Product Warranty") 0 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 w 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 claim within the applicable Software or Hardware Warranty Period. The term "delivery" in this Section 4 means, with respect to is Software, the date of invoice, and, with respect to Hardware, "delivery" means the date that the Hardware is 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 applicable Software Warranty LU 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 LN Professional Service that the services are not performed properly, EnvisionWare will re- 2 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 -2 STATE AND COUNTRY TO COUNTRY. F. EnvisionWare uses virus protection scanning software to scan the Software prior to Packet Pg.224 C.4.b C 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. 5. Personal Information: 0 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 relating to electronic transaction processing and personal information, such information referred to u.o herein as "Personal Information"), you agree to the following provisions: 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 0 HIPAA(as applicable) compliant and shall maintain compliance and/or certification under the PCI (Payment Card Industry), PCI-DSS, HIPAA 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. 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, theft or 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 and that of your applicable vendors with the PCI-DSS standards (Payment Card Industry Data Security Standard) of all the system components used to process, E 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 2 Windcave, 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 w 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. Service Providers will achieve and maintain PCI DSS compliance against the current version of PCI DSS published on the PCI SSC (PCI Security Standards Council)website. EnvisionWare's E Packet Pg.225 C.4.b C 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 2 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 U the costs of responding to a breach or a suspected breach caused by the eCommerce system. 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 << LU 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 i access to the Customer Data shall be under obligations of confidentiality to maintain the > N Customer Data as confidential. N B. USE OF CUSTOMER DATA. EnvisionWare shall have the right to use Customer Data LN in connection with EnvisionWare's business,provided that such data shall be Anonymized or 2 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 attributed to a specific individual, or(2) to process such information in such a way <t 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 w 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 a Software may communicate (e.g., via an outbound or inbound call using SSL) with Packet Pg.226 C.4.b C 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 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 0 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 w 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 Agreement shall be deemed Confidential Information of EnvisionWare without any marking or further designation except as such disclosure is required by FOIA requirements. is 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 not apply to information which the Receiving Party can document: (a)was rightfully in its v, 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) 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 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 Z notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of LU 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. U_ 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 2 and against all third party actions, suits,proceedings, claims, losses, liabilities, damages, and expenses (including attorneys' and experts' fees and sums reasonably expended in N investigation and settlement of litigation,pending or threatened), to the extent such claim alleges that the Software (in each case as provided by EnvisionWare) infringes any copyright, L° 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 E Packet Pg.227 C.4.b C necessary cooperation by you. In the event that the 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 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 0 have no liability for any infringement claim which: (i)pertains to any Software that has been 2 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 w unsupported 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 any third party claim or action directly resulting from any Data Breach of your(or your patrons')Personal Information to the extent that such losses are due to the direct act or omission of EnvisionWare or its representatives, agents, or contractors. 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 z e( support agreement, the obligations under Section 8B shall not apply to any third party claims w arising from or during the period for which no support agreement was active. tai 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 E 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 0 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) 2 FOR ANY SOFTWARE AND HARDWARE PRODUCTS COVERED UNDER THIS EULA, EXCEED TWO (2) TIMES THE PURCHASE PRICE FOR THE SOFTWARE AND HARDWARE OR(B)FOR ANY SERVICES, EXCEED TWO (2) TIMES THE FEES PAID Packet Pg.228 C.4.b C BY YOU FOR THE SERVICES (EXCLUDING MAINTENANCE AND SUPPORT SERVICES) WHICH DIRECTLY CAUSED THE DAMAGES ALLEGED. 2 G The disclaimers and limitations set forth above in this Section 9 will apply regardless of 0) cu whether 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 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, w 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 2 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227- 0 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 is EnvisionWare, Inc., 1960 Satellite Blvd., Suite 4100, Duluth, GA 30097-4127 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 z export from the United States or allow the export or re-export of any part of the Software or LU 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 list of 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. 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 applicable E Packet Pg.229 C.4.b C 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. 2 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 they Software, subject to all the same terms and conditions as apply to your Software license w (including the restrictions set forth in Section 113), 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 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 z e( 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 EULA Amendment. 2 15. Governing Law; Jurisdiction and Venue: This Agreement shall be governed by the laws of the State of Georgia and the United States without regard to conflicts of laws provisions "- thereof, and without regard to the United Nations Convention on the International Sale of E 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. 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. L;° 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 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 Packet Pg.230 C.4.b C 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, $500,000 disease -policy limit. EnvisionWare's insurance is primary. EnvisionWare is responsible for the payment of any 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 0 EnvisionWare Pty Ltd or its partners,the laws of South Australia, Australia govern all warranty 2 M 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. 0 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., 1960 Satellite Blvd., Suite 4100, Duluth, GA 30097-4127 USA, unless you purchase from an Asia Pacific country in which case,please write EnvisionWare Pty Ltd, 2 258 Payneham Road, Payneham, SA 5070 Australia. Revised Jan 2022 ©2002-2022 0 EnvisionWare, Inc. All Rights Reserved. PASS THROUGH EULAs FOR PCI-RELATED PRODUCTS The Verifone EULA applies to customers located in the United States that use EnvisionWare Products supporting credit card payment. The Windcave EULA is appliable to customers that use EnvisionWare Products supporting credit card payment located in Australia, Canada, Ireland,New Zealand and other countries where Windcave terminal and web services are applicable using Windcave gateways and/or terminals. EnvisionWare has no ability to modify z� these EULAs that are provided by Verifone and Windcave respectively. w 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 location(s). "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 U_ 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. c VERIFONE PASS THROUGH TERMS OF USE 1. The following are Verifone's Pass Through Terms of Use for its Point Solution Rental Device hardware and Software. 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 E Packet Pg.231 C.4.b C 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 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 2 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 w 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 apayment device, the customer must request that Reseller remove the applicable device from the Payment Gateway on its behalf, Verifone will not be responsible for removing a payment device from the Payment Gateway c provided that, notwithstanding customer's earlier request, the Service Term will end on the day Reseller actually removes the device from the Payment Gateway. c 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 behalf, including with respect to the installation of payment applications and key loading, and customer will not be z e( able to directly manage or monitor its payment devices via the Payment Gateway portal. LU Verifone may modify the Point Solution from time to time in its reasonable discretion, i 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. 2 4. Customer shall have no right to market, distribute, sell, assign,pledge, sublicense, lease, , deliver or otherwise transfer the Point Solution, or any component thereof, including without E limitation the Software, to any third party. Customer shall not reverse engineer, decompile, e( 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 w or markings to the Rental Devices or the Software, without the prior express written consent of Verifone. s. 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 E Packet Pg.232 C.4.b C 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. s. Customer grants VeriFone a limited, non-exclusive and irrevocable license during and 2 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 0 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 0 and dissemination of Derived Data. This clause 6 shall survive any expiration or termination of this Agreement. w 7. VERIFONE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE POINT SOLUTION, INCLUDING WITHOUT 2 LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 0 PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. U VERIFONE DOES NOT WARRANT THAT THE POINT SOLUTION, OR ANY COMPONENT THEREOF, WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE 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. a. 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, 2 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 MANNER TO THIS AGREEMENT OR THE 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 2 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 E Packet Pg.233 C.4.b C 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 y 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 s. Customer shall comply with all applicable laws, rules, and regulations in connection with this Agreement, including, but not limited to, export control laws and anti-corruption and anti- 0 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 w 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. 1 o. VERIFONE SHALL BE A 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. LU 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 > N Devices. Customer may not assign, hypothecate, sublet, sell,transfer,permit the sale of or part N 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 U- 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. B. Upgrades. Customer may, commencing on the one year anniversary of the start of they Service Term for a Rental Device, 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 w 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 a assumes and shall bear the entire risk of loss or damage to the Rental Devices from any use Packet Pg.234 C.4.b C 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, c customer shall return such Rental Device to Reseller or Verifone, as directed by Reseller. When returning a Rental Device to Verifone a Material Return Authorization number is a° 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. c i U i N N CD 2 LU Packet Pg.235 C.4.b C WINDCAVE, INC. END USER LICENSE AGREEMENT (EULA) Windcave was formerly known as Payment Express (PX). 2 This WINDCAVE END USER LICENSE AGREEMENT (this "Agreement")is made as of the Effective Date (the date Customer signs this Agreement), by and between WINDCAVE 2 INC., a California corporation ("PX"), and the party set forth on the signature page hereto ("Customer"). c 2 �. Definitions and Interpretation 1.1 Definitions: In this Agreement, unless the context indicates otherwise: 0 An "Acquirer" means a bank or any financial institution or a card issuer of financial or non- financial transactions which receives and transmits Transactions via Windcave; w "Agreement" means this Agreement, and any attachments that may be agreed between the parties, as each may be amended in writing from time to time; "Business Day " means any day of the week except Saturday, Sunday or a day on which banks 0 are authorized or required to be closed in California; W "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; Z� 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 N 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 2 applicable includes its employees, contractors and agents. "Documentation" means any user, training or system manuals for Windcave(whether in printed or electronic form)which describes and provides guidance on the use of Windcave(or any aspect of Windcave); "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 w 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; "Windcave " means the Windcave solution provided by PX for the transmission of data relating to Windcave Supported Transactions between a Customer and an Acquirer, E Packet Pg.236 C.4.b C incorporating the Software and including access (via the internet) to the Windcave Host; "Windcave Host " means the PX host server known as Windcave Host to which Customer 2 may be connected using the Software and which is in turn linked to an Acquirer to enable ti Windcave Supported Transactions to be processed in real time; "Windcave Supported Transactions " means transactions from Customers: 2 a) accepting payment for goods and services by means of credit card, debit card, a. prepaid card, gift card or any other means of payment which PX agrees to support c through Windcave 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; "Payment Manager"means Windcave Merchant Portal which Customer is able to access by logging onto the PX Website with an assigned username and password; 0 "PCI Standards " means the Payment Card Industry standards, requirements and W 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 Windcave Supported Transactions and expressly excludes, without limitation, use for the processing of transactions of, or for the benefit of, any person other than Customer; "Reseller" means the party with whom Customer has entered into an agreement for the purchase of a license to Windcave; w "Reseller Agreement" means the agreement between the Customer and the Reseller; -ji "PX" means Windcave Inc., a corporation duly formed in California with offices in Los > Angeles, California. PX Logo means the PX logo supplied (in electronic format)by PX to Customer(as may be , updated from time to time by PX); "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; E "Software " means the software and other related PX products which: a� a) form part of Windcave; and 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 LU any third party software and firmware forming part of, or supplied with, the Windcave solution; "Transaction"means a message pair consisting of a message relating to a Windcave Supported Transaction transmitted by Customer to an Acquirer through Windcave and a response to that message from the Acquirer to Customer through Windcave; a) E Packet Pg.237 C.4.b C "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 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 2 Agreement's interpretation; c) the term"includes " or"including" (or any similar expression) is deemed to be a� 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 w not 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 0 f) in the event of any inconsistency between the terms this Agreement and the terms W 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 Customer represents and agrees that it: 3.1 Power and Authority: that it has full power and authority necessary to validly z� enter into and perform all its obligations under this Agreement w 3.2 Requirements: to comply with the other party's reasonable security, confidentiality and operational requirements of which it has been given reasonable notice 3.3 Suitability: has made, and will continue to make, its own assessment of the suitability, adequacy, compatibility and appropriateness of Windcave for its CC'„ purposes; 3.4 Comply with Instructions: will comply with PX's restrictions, instructions and 2 Documentation in relation to the use of Windcave, including those set out in this ,W Agreement; 3.5 Use by Others: will ensure that only authorized persons use Windcave and that Windcave 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 Windcave by Customer and its employees, contractors and agents; 3.7 Obtain Equipment Etc.: will obtain and maintain all equipment, software and services LU 0 needed to enable it to receive and use Windcave; 3.8 Accurate Customer Information: warrants that all information provided by Customer to PX in the Application Form is accurate 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 Packet Pg.238 C.4.b C to enable PX to comply with its obligations under this Agreement and that such information is timely, complete and accurate; 2 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 Windcave,the Support Services and any 2 other services to Customer; and b) disclosed by PX to its affiliates and other services providers to enable PX to provide Windcave, the Support Services and any other services to Customer; 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; LU 3.12 Responsible for Connecting to Windcave Host: is responsible for all charges and costs associated with connecting to the Windcave Host to operate Windcave. PX will provide Customer with reasonable technical information and Software necessary to enable Customer to connect to the Windcave Host;and c 3.13 Comply with Law Generally: will comply with all relevant laws in its use of Windcave and carrying out its obligations under this Agreement. v, 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 z �t files on a daily basis to ensure deposits occur without error. If an error is discovered by LU LU Customer in the course of such review, Customer will notify PX in writing within three (3) tai 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 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) T incurred by PX in recovering the Improperly Deposited Funds. 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 E Packet Pg.239 C.4.b C Unused Goods to PX. Alternatively, instead of returning Unused 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: c — v, a) Windcave, the Software or the Documentation will meet Customer's requirements; w or b) Windcave, the Software and the Documentation will be uninterrupted or error free, or that all errors will be corrected. Customer understands and acknowledges that an authorization obtained through Windcave 0 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 .2 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. i s.Intellectual Property All Intellectual Property rights in Windcave,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: 2 a) Windcave, the Software, the Documentation or any part thereof; or W 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 E, referred to in this clause 5. a� s.Indemnity 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 E Packet Pg.240 C.4.b C option) the supply or re- supply of Windcave, the Goods, the Software, or the Documentation or the refund or waiver of Fees for the relevant part of Windcave the Goods, the Software, or the Documentation which is the subject matter of, or directly related to, the breach. 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. 7.3Exclusion: In no event will PX be liable to Customer whether in contract, tort (including negligence) or otherwise in respect of any: a) punitive, incidental, indirect or consequential damages, damages for loss of profits, business interruption, loss of data, loss of goodwill, arising out of, or in connection with, this Agreement, in each case even if such party has been advised of the possibility of such damages; LU b) loss, damage, cost or expense suffered or incurred by Customer, to the extent this results from any act or omission by Customer; or any event described in part B, clause 14 (Force Majeure). a. Commercial Purpose '✓ It is expressly acknowledged and agreed by Customer that Windcave,the Software and the Documentation are supplied to Customer for business and commercial purposes. s. Termination 9.1 PX Termination Upon Notice: PX may terminate this Agreement without liability or obligation to Customer of any kind upon 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 w notice to Customer: t� 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 E 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 with those .N 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 Windcave, w the Software and the Documentation. l o. Confidentiality l o.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; Packet Pg.241 C.4.b C 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; ti 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; 2 iii) that the information is disclosed to the receiving party, without restriction, by a a. third party and without any breach of confidentiality by the third party; c 2 iv) that the information is developed independently by the receiving party without reliance on any of the Confidential Information of the other party; v) authorized in writing by the other party; or vi) reasonably required by this Agreement(and, without limiting the effect of this w 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). 0 10.2 PX's Intellectual Property: Customer acknowledges and agrees that the computer U 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. 11.Force Majeure 11.1 Customer acknowledges that PX relies on third-party providers in the delivery of its LU services, including, but not limited to, wireless data network providers, cellular radio t� 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. E CD 11.2 Neither party (the "Affected Party") shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly,by 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; LU c) any act or omission of the other party or any government authority; 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 limitation, failures or fluctuations in E Packet Pg.242 C.4.b C telecommunications or other equipment such as described in clause 11.3 In any such event, the Affected Party shall be excused from any further performance 2 and observance of the obligations so affected only for as long as such circumstances �a prevail and such party continues to use commercially reasonable efforts to 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 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 c) No Deemed Acceptance of Extra Costs: neither party will be deemed to have w 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 0 any charges or Fees payable under this Agreement. 1 2.License c 12.1 Grant of License: PX grants to Customer a limited,non-exclusive,non-transferable, non-assignable,revocable license to use Windcave, the Software and the Documentation for the Term of this Agreement solely for the Permitted Use. Any other use or dealings with Windcave, 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 Windcave, the Software or the Documentation or the right to use Windcave, the Software z �t 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 > N Agreement. CD N N 13. Terms of Use 13.1 Adequacy: Customer must satisfy itself as to the adequacy, appropriateness and 2 compatibility of Windcave 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 this Agreement. <C a� 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 .2 data is captured. The PX Logo must not be altered or used for any other purpose without the prior written consent of PX. 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 Packet Pg.243 C.4.b C back-up copies, Customer must not, and must not permit any other person to, copy, reproduce, translate, adapt, vary, repair or modify all or any part of Windcave, the Software or the Documentation by any means or in any form without PX's prior written consent. 13.5 Permitted Use: Customer may not: a) use Windcave, the Software or the Documentation for any purpose other than the 2 Permitted Use;or b) use the Software independently of the other components of Windcave unless PX c has given prior written consent to do so. 2 If this Agreement is terminated, Customer's right to use Windcave, the Software and the Documentation will automatically terminate and Customer must immediately remove all copies of the Software from its system(s) and return Windcave, the Software and the LU 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, Windcave, 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 v, 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. General 13.8 Entire Agreement: This Agreement including all schedules hereto records the entire LU LU arrangement between the parties relating to all matters dealt with in this Agreement and tai supersedes all previous arrangements,whether written, oral or both,relating to such > matters. � CD 13.9 Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or C44 LN relating to this Agreement promptly by negotiation between executives who have authority cu 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 U- 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 2 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 T executives of both parties shall meet at a mutually acceptable time and place. If the parties w 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), 2 either party may require that the dispute be submitted to mediation through JAMS, such -2 mediation to take place in Los Angeles, California. A mediator shall be selected by mutual agreement or through procedures provided by JAMS. In such case: E a) the mediator will not be acting as an expert or as an arbitrator; Packet Pg.244 C.4.b C b) the mediator will determine the procedure and timetable for the mediation; and c) the parties will share equally the cost of the mediation. 2 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 2 arbitration or other proceeding involving the parties,provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- 0 discoverable as a result of its use in the negotiation. 2 cu 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 LU 14.2 above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling. 2 13.10 Waiver:No waiver of any breach, or failure to enforce any provision, of this 0 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. 13.11 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. 13.12 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 z� assign any of its liabilities or rights under this Agreement to any other person without PX's prior written consent. 13.13 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 N duly authorized senior representative of each party. 13.14 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. U- 13.15 Remedies: The rights,powers and remedies provided in this Agreement are not CD exclusive of any rights,powers or remedies provided by law. 13.16 Subcontracting: PX may appoint subcontractors to perform any of its obligations 2 under this Agreement. 13.17 Notices: Any notice or other communication to be given under this Agreement must .2 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: w 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 E Packet Pg.245 C.4.b C in writing. d) By facsimile—when sent to the correct facsimile number(with written transmission confirmation). ti 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 specifies by notice in writing to the other given in 2 accordance with this clause 14.10. 13.18 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. 0 0 c i i cv cv cv 2 LU Packet Pg.246 E N V1 S I N WA R E Quotation En'vusicrroWarer Inca US-69679 LN 19eep,() Wiaz,eTto Blvd..Suitae•:41()0 Uth. "J'A 4 2 1/20/2022 � Itis I f~rroec,00.2.16. 210 1r,;tainaM,iciia1-+-1 Bill To TOTAL 0 Lisa Booker Monroe County 1100 Simonton Street $52 445.00 0 Suite 2-268 Key West FL 33040 United States Quote Expires:4/20/2022 Federal EIN Currency Terms Sales Rep 2 58-2424595 US Dollar Net 30 Days Evans, Ken Quotation Title Memo RFID for the remaining 4 branches(ARPA) 0 Qty Item/Description Ship To Unit Price Amount Description Marathon 0 Key West Branch Library 1 SSC-X11-KVTS#-BK-BK("USD)3T MX915 v4(N) Key West $8,695.00 $8,695.00 uj 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 0 DeskPad RFID Reader/Antenna Next Generation Vending Control System - Copy Payment-ready Coin �+ 0 Acceptor Bill Validator 10 ft Ethernet Cable/6 ft Power 0 Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount 1 SSC-X11-SC STD(BK) Key West $575.00 $575.00 m X11 Kiosk Sidecar- Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. 0 Black. 1 ECS-SelfSery Bldg[Addl] Key West $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND TERMINAL SYSTEM[Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum of 14 additional buildings/15 total). +Card Terminals optional 1 ECS-SelfSery T915-Y Key West $495.00 $495.00 _ SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited transactions/month for 12 months on POINT platform m **Subscription term:3 year commitment. Full balance of term payable for early termination. ** **Lead Time: 10 weeks This information is confidential and proprietary to EnvisionWare, Inc. 1 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg. 247 E N V1 S I N WA R E Quotation fn'vusicrroWarer Inca US-69679 LN 19eep() _iazeTte Blvd..Suitae•:41()0 ILit.h. "J'A 4 2 1/20/2022 � to I f~rroec,00.2.16. 210 Ir,;tainaM,iciit,I-+-1 0 Qty Item I Description Ship To Unit Price Amount 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 ZERO COST INTERNAL terminal hardware tracking item. rr 0 ECS PWC Terminal Processors:Processor Not Listed Subtotal $10,460.00 Description Marathon Big Pine Key Branch Library 1 SSC-X1 1-KVTS#-BK-BK(**USD)3T MX915 v4(N) Big Pine Key $8,695.00 $8,695.00 2 X11 Vending Kiosk (Network Capability) - Software Included w/Terminal Mount 21.5"Touch Screen Display Windows 10 Pro Integrated High Capacity Receipt y 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 ft Ethernet Cable/6 ft Power Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount CJ 1 SSC-X11-SC STD(BK) Big Pine Key $575.00 $575.00 X11 Kiosk Sidecar-Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 1 ECS-SelfSery Bldg [Addl] Big Pine Key $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF SERVICE WEB AND TERMINAL SYSTEM[Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum of 14 additional buildings/15 total). +Card Terminals optional 1 ECS-SelfSery T915-Y Big Pine Key $495.00 $495.00 SUBSCRIPTION(Annual): Verifone 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 x 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 Uj ZERO COST INTERNAL terminal hardware tracking item. ECS PWC Terminal Processors: Processor Not Listed This information is confidential and proprietary to EnvisionWare, Inc. 2 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg. 248 E N V1 S I N WA R E Quotation En'vusiorroWarer Inca US-69679 LN 19eep() _iaz,eTte Blvd..Suitr•:41()0 ILit.h. "J'A 4 2 1/20/2022 � to I f~rroec,00.2.16. 210 Ir,;tainaM,iciit,I-+-1 Qty Item I Description Ship To Unit Price Amount Subtotal $10,460.00 rr Description Islamorada Islamorada Branch Library 1 SSC-X11-KVTS#-BK-BK("USD)3T MX915 v4(N) Islamorada $8,695.00 $8,695.00 2- X11 Vending Kiosk (Network Capability) - Software Included w/Terminal Mount 21.5"Touch Screen Display y Windows 10 Pro Integrated High Capacity Receipt Printer 1 D/2D Smartphone-ready barcode scanner 2 DeskPad RFID Reader/Antenna Next Generation Vending Control System - Copy Payment-ready Coin Acceptor Bill Validator 10 ft Ethernet Cable/6 ft Power m Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal Mount o 1 SSC-X11-SC STD(BK) Islamorada $575.00 $575.00 X11 Kiosk Sidecar- Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 1 ECS-SelfSery Bldg[Addl] Islamorada $695.00 $695.00 0 CJ ENVISIONWARE ECOMMERCE SERVICES SELF y SERVICE WEB AND TERMINAL SYSTEM[Additional 0 Building]For libraries with more than 1 building add 1 0 license per building after the first. (There is a maximum of 14 additional buildings/15 total). +Card Terminals optional m 1 ECS-SelfSery T915-Y Islamorada $495.00 $495.00 SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited 0 transactions/month for 12 months on POINT platform 0 **Subscription term:3 year commitment. Full balance of term payable for early termination. ** y **Lead Time: 10 weeks ram. 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 ZERO COST INTERNAL terminal hardware tracking item. ECS PWC Terminal Processors:Processor Not Listed x Subtotal $10,460.00 Uj m Description Key Largo 0 Key Largo Branch Library This information is confidential and proprietary to EnvisionWare, Inc. 3 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg. 249 ' E N V1 S I N WA R E Quotation fn'vusicrroWarer Inca US-69679 LN 19eep() _iaz,eTte Blvd..Suitae•:41()0 Lrth. "J'A 4 2 1/20/2022 � to I f~rroec,00.2.16. 210 1rtarnaM,Jciia1-+-1 Qty Item I Description Ship To Unit Price Amount 1 SSC-X1 1-KVTS#-BK-BK("USD)3T MX915 v4(N) Key Largo $8,695.00 $8,695.00 X11 Vending Kiosk (Network Capability) - Software Included w/Terminal Mount 21.5"Touch Screen Display rr Windows 10 Pro Integrated High Capacity Receipt Printer 1 D/2D Smartphone-ready barcode scanner 0 DeskPad RFID Reader/Antenna Next Generation Vending Control System - Copy Payment-ready Coin Acceptor Bill Validator 10 It Ethernet Cable/6 It Power Cord OneStop Self Service Circulation Software RFID Software Suite Verifone MX915 Credit Card Terminal y Mount 1 SSC-X11-SC STD(BK) Key Largo $575.00 $575.00 X11 Kiosk Sidecar-Standard 1-tier model provides an integrated extension to the detection surface for holding books, media and personal items during checkout. Black. 0 1 ECS-SelfSery Bldg [Addl] Key Largo $695.00 $695.00 ENVISIONWARE ECOMMERCE SERVICES SELF 0 SERVICE WEB AND TERMINAL SYSTEM[Additional Building]For libraries with more than 1 building add 1 license per building after the first. (There is a maximum of 14 additional buildings/15 total). +Card Terminals optional �0 1 ECS-SelfSery T915-Y Key Largo $495.00 $495.00 y SUBSCRIPTION(Annual): Verifone Terminal, PAYware GATEWAY Transactions, Interface, for unlimited 0 transactions/month for 12 months on POINT platform Subscription term:3 year commitment. m Full balance of term payable for early termination. ** **Lead Time:10 weeks 0 1 ECS-T915-POINT HWTI Marathon $0.00 $0.00 0) ZERO COST INTERNAL terminal hardware tracking item. ECS PWC Terminal Processors: Processor Not Listed Subtotal $10,460.00 Description Marathon *************************************** Installation Services x m 0 This information is confidential and proprietary to EnvisionWare, Inc. 4 II IIIIIII IIIIIIIIIII II IIII II III US-69679 Packet Pg. 250 E N V1 S I N WA R E Quotation EnvusicrroWarer Inca US-69679 LN 19eep,() WiazeTte Blvd..Suitae•:41()0 Uth. "J'A 4 2 1/20/2022 � Itis I f~rroec,00.2.16. 210 1r,;tainaM,iciia1-+-1 Qty Item/Description Ship To Unit Price Amount 4 PS-PM-BLDG $1,000.00 $4,000.00 ENVISIONWARE COLLABORATIVE PROJECT g SERVICES--PER BUILDING rr * Includes installation of all products ordered or guidance to install items as part of a single project/trip 0 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. 0 ++ This price does not include any of the fixed travel costs(Continental US)or billed expenses(Outside USA) items when onsite services are requested. 1 PS-EXPFF-U 1st Day $1,975.00 $1,975.00 T) ENVISIONWARE PROFESSIONAL SERVICES - 0 Onsite Installation Administrative Costs 3 PS-EXPFF-U Additional Day $250.00 $750.00 ENV/SIONWARE PROFESSIONAL SERVICES-FLAT FEE FOR EXPENSES - Additional Days After First. Maximum (4) additional days before an additional First day is required. SUBTOTAL Services $6,725.00 SUBTOTAL for Envision Ware Professional Services - includes 4 days on-site for all items shown on this quotation m 0 Subtotal $48,565.00 w Annual maintenance and subscription starting in year 2:$6,626.20 Discount Freight charges are estimated;actual charges will be billed. Send your purchase order or email confirmation to: Freight $3,880.00 EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501 Standard terms and conditions apply: http://system.envisionware.com/terms Total Tax $0.00 PST-CA Total $521445.00 X This information is confidential and proprietary to EnvisionWare, Inc. 5 II 1HIM 1111111111111111111111 US-69679 Packet Pg. 251 E N V1 S I N WA R E Quotation EnvisionWare, Inca US-69162 19 ,p,()"_,",a ell to Blvd. Suitee.41()0 ,:,Muth. 4 2 12/16/2021 a) to I f~rr'oeC ,00.2 16.83 210 1r,;teinaM,iciial-+-1 Bill To TOTAL Lisa Booker Monroe County (� 1100 Simonton Street $66,745.94 Suite 2-268 Key West FL 33040 United States Quote Expires:3/16/2022 Federal EIN Currency Terms Sales Rep 58-2424595 US Dollar *5 0%D e p( B a 1-3 01 Evans, Ken Services-Accept Quotation Title Memo Automation,Tablet stations, CPM, LPT1 (ARPA) 2 Qty Item/Description Ship To Unit Price Amount Description Marathon ***If CloudNine Reservation Service, as shown on o quote # US-62671, is not ready for installation prior to main project installation as shown on this quote, then PC Reservation may be installed as an interim solution at no additional charge. *** An Description *************************************** Key West Branch Library 1 CPM Bldg [Addl] Key West $195.00 $195.00 COPY PAYMENT MANAGER (Additional Building j - For libraries with more than 1 building add 1 license per building after the first. '✓ 0 + Required: CBA-VX Coin/Bill Acceptor, X11-V Vending Kiosk, or, for customers with CBA-V, a CBA-V to VX upgrade kit o +CBA-V Series Copier Cable +ECS-SelfSery eCommerce Software +Card Terminal subscriptions are quoted separately 1 CBA-V/VX/N-U COPIER-CABLE Key West $149.00 $149.00 cv ENVISIONWARE CBA VX/N COPIER CABLE - Connects an EnvisionWare Series VX/N Coin/Bill Acceptor to a Copier U' ***SPECIFY COPIER*** Manufacturer:Canon Model:ImageRunner Advance C256iF Ill x 1 LPT ENT Building Bundle[Additional] Key West $295.00 $295.00 .. LPT.-ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. This information is confidential and proprietary to EnvisionWare, Inc. EXHIBIT B 1 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 252 E N V1 S I N WA R E Quotation En'vusicrroWarer Inca US-69162 19 ,p,() W;arell to Blvd. Suite 41()0 ,:,Muth. 4 2 12/16/2021 a) Itis I f~rroe r00.2 16.83 210 Ir,;teinaM,ic-iial-+-1 Qty Item I Description Ship To Unit Price Amount 20 LPT ENT Clients(050) Key West $43.35 $867.00 LPT.ONE CLIENT LICENSE-TIER 50-99 Print management software installed on each public computer 1 LPT MPS-1YR-U Key West $725.00 $725.00 SUBSCRIPTION (1-Year Prepaid) MobilePrint . Service(tm) - Print from virtually any patron device via ._ rr App, Email or Custom Web Portal. Pick up at LPT.-One Print Release Terminals. No additional hardware required. o - Licensed by the number of Buildings or Job Queue Engines, whichever is greater. 2 ++ REQUIRES LPT.One Envision Ware Print t� Management v4.9+ y Subtotal $2,231.00 1 TS-6(A) BS Key West $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. uj PromoTS6 ($1,200.00) �. SPECIAL PROMOTION for Tablet Station. -A discount of$1,200 US will be applied to any order for o CJ a Tablet Station from now until December 31, 2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31, 2022. - Tablet Stations are sold with a 3-year subscription commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 cv Description Marathon Big Pine Key Branch Library x uj This information is confidential and proprietary to EnvisionWare, Inc. 2 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 253 E N V1 S I N WA R E Quotation En'vusiorroWarer Inca US-69162 19 ,p,()"_,",a ell to Blvd. Suite 41()0 ,:,Muth. 4 2 12/16/2021 a) to I f~rr'oeC ,00.2 16.83 210 Ir,;teinaM,iciial-+-1 Qty Item/Description Ship To Unit Price Amount 1 CPM Bldg [Addl] Big Pine Key $195.00 $195.00 COPY PAYMENT MANAGER (Additional Building] - For libraries with more than 1 building add 1 license per building after the first. + Required: CBA-VX Coin/Bill Acceptor, X11-V Vending Kiosk, or, for customers with CBA-V, a CBA-V to VX upgrade kit 0 rr +CBA-V Series Copier Cable +ECS-SelfSery eCommerce Software 0 +Card Terminal subscriptions are quoted separately 1 CBA-V/VX/N-U COPIER-CABLE Big Pine Key $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - 6 Connects an EnvisionWare Series VX/N Coin/Bill y Acceptor to a Copier SPECIFY COPIER*** Manufacturer:Canon 0 Model:ImageRunner Advance C256iF Ill 1 LPT ENT Building Bundle[Additional] Big Pine Key $295.00 $295.00 LPT:ONE ENTERPRISE - ADDITIONAL BUILDING 0 BUNDLE - Extends the functions of the First Building License for additional locations in your library system. 10 LPT ENT Clients(050) Big Pine Key $43.35 $433.50 LPT.ONE CLIENT LICENSE-TIER 50-99 Print management software installed on each public computer 1 LPT MPS-1YR-U Big Pine Key $725.00 $725.00 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 EnvisionWare Print Management v4.9+ cv Subtotal $1,797.50 1 TS-6(A) BS Big Pine Key $13,965.00 $13,965.00 EnvisionWare Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. 0 This information is confidential and proprietary to EnvisionWare, Inc. 3 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 254 E N V1 S I N WA R E, Quotation EnvusiorroWarer Inca US-69162 19 ,p,() W;arell to Blvd. Suite 41(,5,0 ,:,Muth. 4 2 12/16/2021 a) Itis I f~rroe r00.2 16.83 210 Ir,;teinaM,iciial-+-1 Qty Item/Description Ship To Unit Price Amount PromoTS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31, 2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later ._- than January 31, 2022. 0 rr - Tablet Stations are sold with a 3-year subscription commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 Description Islamorada *************************************** Islamorada Branch Library 1 CPM Bldg [Addl] Islamorada $195.00 $195.00 COPY PAYMENT MANAGER (Additional Building] - For libraries with more than 1 building add 1 license per building after the first. 0 A + 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 0 1 CBA-V/VX/N-U COPIER-CABLE Islamorada $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - 0 Connects an EnvisionWare Series VX/N Coin/Bill Acceptor to a Copier 0 SPECIFY COPIER*** Manufacturer:Canon Model:ImageRunner Advance C256iF Ill 1 LPT ENT Building Bundle[Additional] Islamorada $295.00 $295.00 LPT:ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. 20 LPT ENT Clients(050) Islamorada $43.35 $867.00 LPT.ONE CLIENT LICENSE-TIER 50-99 Print management software installed on each public computer m 0 This information is confidential and proprietary to EnvisionWare, Inc. 4 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 255 E N V1 S I N WA R E Quotation En'vusiorroWarer Inca US-69162 19 ,p,()"-,",a ell to Blvd. Suitae.41()0 ,:,Muth. 4 2 12/16/2021 a) to I f~rr'oeC ,00.2 16.83 210 Ir,;teinaM,i -iial-+-1 Qty Item I Description Ship To Unit Price Amount 1 LPT MPS-1YR-U Islamorada $725.00 $725.00 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. m - Licensed by the number of Buildings or Job Queue Engines, whichever is greater. 0 rr ++ REQUIRES LPT:One Envision Ware Print Management v4.9+ Subtotal $2,231.00 0 2 1 TS-6(A) BS Islamorada $13,965.00 $13,965.00 Envision Ware Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warrant 0 y. ++Purchase commits to a 3-year subscription. PromoTS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31, 2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31, 2022. - Tablet Stations are sold with a 3-year subscription commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 0 0 Description Key Largo Key Largo Branch Library 1 CPM Bldg [Addl] Key Largo $195.00 $195.00 COPY PAYMENT MANAGER (Additional Building] - For libraries with more than 1 building add 1 license per building after the first. + 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 m +Card Terminal subscriptions are quoted separately 0 This information is confidential and proprietary to EnvisionWare, Inc. 5 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 256 E N V1 S I N WA R E Quotation En'vusiorroWarer Inca US-69162 19 ,p,() W;arell to Blvd. Suitae.41()0 ,:,Muth. 4 2 12/16/2021 a) Itis I f~rroe r00.2 16.83 210 Ir,;teinaM,iciial-+-1 Qty Item/Description Ship To Unit Price Amount 1 CBA-V/VX/N-U COPIER-CABLE Key Largo $149.00 $149.00 ENVISIONWARE CBA VX/N COPIER CABLE - Connects an EnvisionWare Series VX/N Coin/Bill Acceptor to a Copier SPECIFY COPIER*** m Manufacturer.Canon ._- Model.ImageRunner Advance C256iF Ill rr uj 1 LPT ENT Building Bundle[Additional] Key Largo $295.00 $295.00 LPT:ONE ENTERPRISE - ADDITIONAL BUILDING BUNDLE - Extends the functions of the First Building License for additional locations in your library system. 2- 20 LPT ENT Clients(050) Key Largo $43.35 $867.00 LPT.ONE CLIENT LICENSE-TIER 50-99 Print management software installed on each public computer 1 LPT MPS-1YR-U Key Largo $725.00 $725.00 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 A required. - Licensed by the number of Buildings or Job Queue Engines, whichever is greater. ++ REQUIRES LPT.One EnvisionWare Print Management v4.9+ Subtotal $2,231.00 ro- 1 TS-6(A) BS Key Largo $13,965.00 $13,965.00 2 EnvisionWare Tablet Station-6-Tablet Model System consists of the Tablet Base Station with software, 6 Samsung Galaxy 10.1 Tablets with Secure Tablet Enclosures, first year SaaS Cloud Management Subscription and hardware warranty. ++Purchase commits to a 3-year subscription. PromoTS6 ($1,200.00) SPECIAL PROMOTION for Tablet Station. -A discount of$1,200 US will be applied to any order for a Tablet Station from now until December 31, 2021. - Orders must be received by this date. Payments for orders placed in late December must be made no later than January 31, 2022. - Tablet Stations are sold with a 3-year subscription uj .. commitment. Discounts apply to the initial purchase of the Tablet Station only. Subtotal $12,765.00 This information is confidential and proprietary to EnvisionWare, Inc. 6 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 257 E N V1 S I N WA R E Quotation En'vusicrroWarer Inca US-69162 19 ,p,() W;arell to Blvd. Suitae.41()0 ,:,Muth. 4 2 12/16/2021 a) to I Froe r00.2 16.83 210 Ir,;teinaM,iciial-+-1 Qty Item f Description Ship To Unit Price Amount Description Marathon Installation Services 0 4 PS-PM-BLDG $1,000.00 $4,000.00 ENVISIONWARE COLLABORATIVE PROJECT m SERVICES--PER BUILDING _0 * Includes installation of all products ordered orrr 0 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 t� Envision Ware and your staff and includes consulting y services, planning, installation, training and acceptance criteria. 2 0 ++ This price does not include any of the fixed travel 0 costs(Continental US)or billed expenses(Outside USA) items when onsite services are requested. 1 PS-EXPFF-U 1st Day $1,975.00 $1,975.00 ENVISIONWARE PROFESSIONAL SERVICES - Onsite Installation Administrative Costs uj 1 PS-EXPFF-U Additional Day $250.00 $250.00 ENVISIONWARE PROFESSIONAL SERVICES -FLAT FEE FOR EXPENSES - Additional Days After First. Maximum (4) additional days before an additional First day is required. SUBTOTAL Services $6,225.00 SUBTOTAL for Envision Ware Professional Services - includes 5 days on-site for all items shown on this quotation 0 0 Subtotal $65,775.50 0 Annual maintenance and subscription starting in year 2:$10,120.59 Discount Freight charges are estimated;actual charges will be billed. Send your purchase order or email confirmation to: Freight $970.44 EMAIL: orders@envisionware.com ( FAX:+1 678.382.6501 Standard terms and conditions apply: http://system.envisionware.com/terms Total Tax $0.00 PST-CA Total $66,745.94 5 This information is confidential and proprietary to EnvisionWare, Inc. 7 II IIIIIII IIIIIIIIIIII1IIIII IIII US-69162 Packet Pg. 258