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CONTRACT 5185A Amendment Agreement No. 5185A FIRST AMENDMENT TO THE SERVICES AGREEMENT NO. 5185 BETWEEN ENVISIONWARE, INC. AND THE CITY OF EL SEGUNDO THIS FIRST AMENDMENT ("Amendment") is made and entered into this 4th of August 2018, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation existing under the laws of California ("CITY"), and ENVISIONWARE, INC., a Georgia corporation ("CONTRACTOR"). The parties agree as follows: 1. Attached Exhibits "A", "B" and "C" to this Amendment are added to the Statement of Work set forth in the Agreement including, without limitation, pricing for the remaining term. The CITY agrees to pay the CONTRACTOR the amounts listed in the Exhibits as summarized below: 1) One time cost of TWENTY TWO THOUSAND FIVE HUNDRED AND TEN DOLLARS ($22, 510.00) for equipment, installation and maintenance. 2) One time, 4-year pre-paid cost of TWO THOUSAND FIVE HUNDRED THIRTY FIVE DOLLARS ($2,535.00) for subscription, and an additional SEVEN HUNDRED TWENTY FIVE DOLLARS ($725.00) plus tax per year after the initial four years. 3) Yearly maintenance cost of ONE THOUSAND THREE HUNDRED AND FIFTEEN DOLLARS ($1,315.00) after the first four years. The CITY acknowledges that CONTRACTOR's prices will be fixed for up to 5 years from the date of this Agreement, however, after 5 years from the date of this Amendment, CONTRACTOR's prices may increase in an amount not to exceed the Consumer Price Index (CPI) increase on a per-year basis. 2. The address and contact information for CONTRACTOR is updated as follows: 2855 Premiere Parkway, Suite A, Duluth, GA 30097 Fax number: 678-382-6501 3. CONTRACTOR's End User License Agreement and Limited Warranty ("EULA") version Dec 2017, attached to this Amendment as Exhibit"D," is added to the Agreement and incorporated by this reference. The parties agree that Paragraph 15 of the EULA is amended so that the Agreement will be governed by the laws of the State of California. 4. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 5, Except as modified by this Amendment, all other terms and conditions of Agreement No. 5185 remain the same. [SIGNATURES ON FOLLOWING PAGE] Agreement No. 5185A IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. CITY OF EL SEGUNDO ENVISIONWARE, INC. Greg ter Michael J. onk City eager CEO ATTEST: M Miry 4 � Taxpayer lD No. 58-2424595 Tracy leaver City Clerk APPROVED AS TO FORM: ° -_ ( for Mark D. Hensley, C City Attorney Agreement No. 5185A EXHIBIT "A" E N V I S N WA R E Quotation publ-c Envision are, Inc. US-44858 2LI55 Premiere Parkway SuR42 A, Duluth, GA 30097-5201 6/2712018 Toll Fre-Cr 41 i800) 216-8370 Direct +1,67,S) 382-6500 Bill To TOTAL Finance A/P City of El Segundo 350 Main Street Room 4 $147711 .50 El Segundo CA 90245 United States Quote Expires: 9/2512018 Federal EIN Currency Terms Sales Rep Maintenance Expires 58-2424595 US Dollar '5 0%D e p I B a 1-3 0 t D'Alessandro,Ted 11/30/2018 Services-Accept Quotation Title Memo 2 Desktop self-checks Qty [tern/Description Ship To Unit Price Amount 2 ZDNU-SSC-XII-CPS#-U 1 1 1 W. $4,750.00 $9,500,00 X97 Countertop-Portrait Display Software Included M a r i p 0 s a 21.5"Touch Screen Display Avenue Windows 10 Pro Integrated Receipt Printer 1D/2D Smartphone-ready barcode scanner DeskPad RFID Reader/Antenna 10 ft Ethernet Cable/6 ft Power Cord OneStop software RFID Software Suite Options: eCommerce Software Credit Card Terminal MountX1 1 Countertop, Colors: Black w/black pad (*std) 3 WM_SSC_X11_CPS#_U 1 1 1 W. $570.00 $1,710.00 1 YR MAINTENANCE: X11 Countertop - Portrait Display Software M a r i p o.s a Included Avenue Discount:Maintenance-Advance ($171,00) DISCOUNT for Advance Purchase of EnvisionWare Annual Maintenance Services for Year 2-4 (Payment must be made at time of original purchase.) This information is confidential and proprietary to EnvisionWare,Inc. US-44858 Agreement No. 5185A Quotation E N V I S IwyyN WA R E 2 ubt-c Llbr-�� 1- . . t..' US-44858 Envisio4are, Inc, 2855 Premiere Parkvoay Suite A, Dutuffi. GA '30097-5201 612712018 Toki Free -31200)M-8370 Dife(7( 4-1 67,9) 38?-f600 Qty Item I Description Ship To Unit Price Amount 1 PS-PM-BLDG $1,000.00 $1,000.00 ENVISIONWARE COLLABORATIVE PROJECT SERVICES -- PER BUILDING *Includes installation of all products ordered or guidance to install items as part of a single project1trip 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 EnvisionWare and ymir sinif and includes consulting services, planning, installation, training and acceptance criteria, +4, This price does riot include any of the fixed travel costs (Continental Ua) or billed expenses (Outside USA) items when onsite services are requested. 1 PS-EXPFF-U 1st Day $975.00 $975.00 ENVISIONWARE PROFESSIONAL SERVICES - FLAT FEE FOR EXPENSES-First of Every Five Days Onsite.No partial days. Description 111 W Above quote is for a total of 4 years maintenance, I year that is included M a r i p o s a with purchase,and the additional 3 yearspre paid by the library Avenue Description 1 1 1 W Note:Maintenance after the initial 4-year period will be $950 annually, M a r i P 0 s a which will cover both units. Avenue SUBTOTAL Items $13,014.00 SUBTOTAL for Items Above Discount:*EnvisionWare Products or Services ($176.00) DISCOUNT for group purchase of LDSIMPSIXI I Subtotal $12,839.00 Freight charges are estimated. Freight $970.00 Send your purchase order or email confirmation to: Totai Tax $902.50/ EMAIL: orders@envisionware.com I FAX:+1 678.382.6501 PST-CA only Total $14,711-50 This information is confidential and proprietary to EnvisionWare, Inc. 2 US-44858 Agreement No. 5185A EXHIBIT "B' Quotation A ENVISI't NWREO US-45039 EnvislonWarc,, Inc, 2855 Prenii�re Parkvvay Suitc-A, Dtiluth, C�A 30097-5201 7/13/2018 Toll Free-�-)?800)216-e370 Dir ec t +1 C67,S)3152.65 0 13DITO TOTAL Finance A/P City of El Segundo 350 Main Street $7,796.95 Room 4 El Segundo CA 90245 United States Quote Expires:1011112018 Federal EIN Currency Terms Sales Rep Maintenance Expires 58-2424595 US Dollar Net 30 Days Fullmer,Danette 11130/2018 Quotation Title Memo LDS- I unit Qty Item I Description Ship To Unit Price Amount Description 1 1 1 W Library will not be offering taxing, scan to print payment will go through M a r i p o s a PRT Avenue I LDS Bundle:Complete System( Std)•U (D) Main $4,295.00 $4,295.00 LIBRARY DOCUMENT STATION (LDS) STANDARD PACKAGE: 21.5- inch Display,Rev D, 11X"9 7 Bookedge Scanner. Scan to email, smariphones, tablets, USB, Google Drive, network, searchable PDF and Word rites, TIFF, JPEG and PNG files. Print via LPT'One print management and and locally configured printers. Scan to Fax is incorporated and includes the first 250 pages per system per month.Charges are incurred over 250 pages,System includes: *All-In-One 21.5"Touch Screen Computer and Software *71"x 17'(279.4 x 431.8mm)LED Book Edge Scanner *CloudConnect*Next Day Advance Replacement REQUIRES----- •LPT.One 4.8 and higher for copies when integrating with LPT:One •RJ-45 LAN connection to Internet ------OPTIONS •Photo Scanner,Overhead Scanner •Envision Ware Coin and Bill Acceptor+Automatic Document Feeder • OCLC Article ExchangelILLied Software+Authentication module •Cloud Storage options •USB Dock • Envision Ware eCommerce ServicesLDS Faxing Options: Faxing Disabled I LDS COM-ADF(*Std)1IX17 $995.00 $995.00 LIBRARY DOCUMENT STATION COMPONENT, Automatic Document Feeder *Simplex *Output:45 PPM *Capacity of 50 shoots *11.8"x 17"(300 x 432mm) Description W. INSTALLATION WILL BE PART OF PROJECT LOCATED ON QUOTE M a r I p o s a 44858 Avenue This information is confidential and proprietary to EnvisionWare,Inc. US-45039 Agreement No. 5185A E N V I S 1, N W A R E Quotation Enisi onWare, Inc. US-45039 2855 Prfjriierc PidwvayStiite A, Dulutf'i,GA 30097 5201 7/13/2018 Toll Frf-r—M800) 216-0,370 1)42ct +1r674S) 32-654)() Qty Item I Description Ship To Unit Price Amount 3 W-LDS 15*FLAT 11X17-BU 1 1 1 w $515,40 $1,646.20 1 YR MAINTENANCE:Library Document Station (LDS), Rev B, I IXI 7 M a r i p o s a fialbed scanner/15-inch Display Avenue 3 W-LDS OPT:ADF*STD I I X17-U 1 1 1 W. $119.40 $358.20 1 YR MAINTENANCE. Library Document Station (LDS) Automatic M a r 1 p o s a Document Feeder 11x17 Avenue Description 1 1 1 IN Annual Maintenance after year 4$634.80 h4 a r i p o s a Avenue Subtotal $7,194.40 Freight charges are estimated, Freight $100,00 Send your purchase order or email confirmation to: Total Tax $502.55 EMAIL: orders@envisionware.com I FAX:+1 678,382.6501 PST-CA only Total $7,796.95 This information is confidential and proprietary to EnvisionWare, Inc. 2 III 11111111 IN I 1111111 US-45039 Agreement No. 5185A EXHIBIT "C' "E N V1 4S 1 t"' ,: N MIA R E" Quotation US-45043 EnvisionWare, Inc, 2855 Prc-rniore Parj�vmy Suite A, Duluth,GA 30097-5201 7/13/2018 Toll Free .!-1(800) 210-8370 Direc I +1678) RC2-6500 Bill TO TOTAL Finance AIP City of El Segundo 350 Main Street Room 4 $2,534.93 El Segundo CA 90245 United States Quote Expires: 10/11/2018 Federal EIN Currency Terms Sales Rep Maintenance Expires 58-2424595 US Dollar Net 30 Days Fullmer,Danette 11/3012018 Quotation Title Memo MPS 1 bldg-4 years Qty Item I Description Ship To Unit Price Amount 1 LPT-MPS4YR-U 1 1 1 W $2.315.00 $2,315.00 SUBSCRIPTION (4-Year Prepaid) MobilePrint Service(Im) - Print from M a r i p o s a virtually any patron device via App, Email or Custom Wob Portal'.Flick up Avenue at LPT.-One Print Release Terminals. No additional hardware required. Annualized rate=$579, ***NOTE.Renewal after the initial 4-year period=$725.1 year -Licensed by the number of Buildings or Job Queue Engines, whichever is greater. ++REQUIRES LPT.*One EnvisionWare Print Management v4.9+ Description 1 1 1 IN. INSTALLATION INCLUDED ON QUOTE 44858 M a r 1 p o s a Avenue Subtotal $2,315.00 Freight charges are estimated, Freight $0.00 Send your purchase order or email confirmation to: Total Tax $219.93 ,, EMAIL: orders@envisionware.com I FAX:+1678.382.6501 PST-CA only Total $2,534.93 This information is confidential and proprietary to EnvisionWare, Inc. II 1111111111 IN 11111111 US-45043 Agreemetl 8 . ENVISIONWARE, INC. END USER LICENSE AGREEMENT AND LIMITED WARRANTY("EULA") IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. ENVISIONWARE, INC. ("ENVISIONWARE") IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE ORGANIZATION, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERRED TO AS "YOU" OR"YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS EULA. UPON AND AS OF THE DATE ENVISIONWARE SENDS AN EMAIL TO YOU (THE"EFFECTIVE DATE") ISSUING CREDENTIALS TO LOG INTO ENVISIONWARE'S WEBSITE FROM WHERE THE SOFTWARE MAY BE 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 BE REFUNDED. 1. License: The software and documentation (collectively the"Software") are owned by and are the property of EnvisionWare or its licensors and are protected by copyright and other intellectual property laws. Some licensors may be express or intended beneficiaries of this EULA. Subject to all of the terms and conditions of this Agreement, EnvisionWare grants you a limited, non-exclusive, worldwide, non-transferable, non-sublicensable license to use the Software for which you have been issued a Product Key by EnvisionWare or an authorized distributor or reseller, but only in accordance with (i)the documentation, (ii)the restrictions contained herein and any restrictions on the applicable invoice, and (iii)the number of authorized users. Portions of some Software modules are licensed from Artifex Software, Inc. Portions of some modules may contain MySQL connector(under the GNU GPL v2 license at h //www.gnu.or'o/licenses/ural-2.O.htm1). Portions of some modules may contain the MS access driver, licensed from Microsoft Corporation. Portions of some modules may be licensed under the Microsoft Reciprocal License(MS-RL) http://opensource.org/licenses/ms-rl. Portions of some Software modules are licensed under the Apache License, Version 2.0; you may not use these files except in compliance with the Apache License. You may obtain a copy of the Apache License at htto://www.aoache.oro/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an"AS IS" BASIS,WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the Apache License. Portions of some Software modules are licensed under the MIT Expat License. This EULA also incorporates the terms of the Verifone Pass Through Terms of Use attached hereto. This EULA governs any releases, revisions, or enhancements to the Software that EnvisionWare may furnish to you. Your rights and obligations with respect to the use of this Software are as follows: A.You may: i. use the Software on the quantity and type of computers indicated on EnvisionWare invoice. You may make that 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, iv. make printed copies of electronic documentation for your internal use. B.You may not: i. transfer, assign, convey, sublicense, rent or lease the Software (or any portion thereof)to another person or entity or unlicensed division, subsidiary, or affiliate (or to anyone other than the entity named as licensee as appearing on the software splash screen), and any transfer in violation hereof shall be of no power or effect; ii. distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof)for time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement; iii. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover, modify or use the source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever(except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), or create derivative works from the Software(any such modifications shall automatically be owned by EnvisionWare upon EnvisionWare EULA Dec2017.docx Agreement No. 5185A 2 creation); iv. utilize any equipment, device, software, or other means designed to circumvent or remove any form of product key or copy protection used by EnvisionWare in connection with the Software, or use the Software together with any authorization code, product key, serial number, or other copy protection device not supplied by EnvisionWare or through an authorized distributor or reseller; v. use the Software to develop or facilitate development of a product which is competitive with any EnvisionWare product offerings; vi. post or otherwise publish electronic documentation of the Software for access outside the licensed organization; vii. use a previous version or copy of the Software after you have installed a replacement set or an upgraded version and, upon upgrading the Software, all copies of the prior version must be uninstalled or rendered unusable; viii. use a later version of the Software than is provided in the email with the login credentials except as provided under the Software Product Warranty, unless you have purchased maintenance and update service or have otherwise separately acquired the right to use such later version; ix. remove any product identification, proprietary, copyright or other notices contained in the Software; x. provide any product key or login information to a third party; or 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 removal of all software components, then EnvisionWare will provide a full refund, subject to the provisions of the Hardware Return Policy below. 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, written approval expressed in the form of an EnvisionWare Return Merchandise Authorization ("RMA"). EnvisionWare, at its sole discretion, may grant the right to return standard Hardware products during this return period.Any such returns are subject to a 20% restocking fee unless EnvisionWare determines that the cause of the return is a result of an error on the part of EnvisionWare, in which case EnvisionWare may waive all or part of the restocking fee. No Hardware product will be accepted for return for ANY reason without a Return Merchandise Authorization issued by EnvisionWare. The RMA number must be clearly displayed on any packaging shipped to EnvisionWare. Products returned without an RMA number on the package will be refused. Any return for any reason, whether for an authorized RMA or for warranty support must be shipped to EnvisionWare freight prepaid. Equipment serviced under warranty will be returned freight prepaid. 4. Limited Warranty: A. Software Product Warranty: EnvisionWare warrants that the Software as distributed operate in substantial conformity with the documentation (the"Software Product Warranty")for a period of one (1) year from the delivery of the Software to you(the"Software Warranty Period"). This is the sole warranty EnvisionWare provides for all Software supplied by EnvisionWare, unless specifically stated otherwise in EnvisionWare's quotation. EnvisionWare does not warrant that your use of the Software will be uninterrupted or error-free. EnvisionWare's sole liability(and your sole remedy) in the event of a breach of this Product Warranty will be that EnvisionWare will, in EnvisionWare's sole discretion, (A) use commercially reasonable efforts to provide you with an error correction or a work-around which corrects the reported non-conformity or(B) if EnvisionWare determines such remedies to be impracticable within a reasonable period of time, refund the money you paid for the Software being returned. EnvisionWare does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. EnvisionWare provides Software product support through the reseller from whom you purchased the Software or directly from EnvisionWare for a period of twelve (12) months 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")for a period of one (1) year from the date of delivery of the Envision Ware-brand hardware to you (the"Hardware Warranty Period"). Other Hardware components supplied to you by EnvisionWare that are not manufactured or branded by EnvisionWare are covered by the warranties provided Agreement No. 5185A 3 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 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) 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 Period or Hardware Warranty Period. D. THE ABOVE SOFTWARE PRODUCT WARRANTY AND HARDWARE PRODUCT WARRANTY ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED. THE SOFTWARE PRODUCT WARRANTY AND THE HARDWARE PRODUCT WARRANTY GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. E. EnvisionWare uses virus protection scanning software to scan the Software prior to installation and to the best of EnvisionWare's knowledge as of the installation date, the Software, when installed, does not contain or otherwise introduce any computer virus or any harmful or destructive code which could damage or harm your computers; however, EnvisionWare cannot guarantee that benign or harmful viruses or other malware will not enter your computers or systems. 5. Personal Information: A. In the event that your(or your users') use of the Software currently or in the future involves the transmitting, uploading, downloading, storage, management, manipulation or other use of personal information (as defined by the Gramm-Leach-Bliley Act, Payment Card Industry Security Standards Council or other applicable standards or rules relating to electronic transaction processing and personal information, such information referred to 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 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 efforts to maintain all of your Personal Information confidential, 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 third parties. 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, store or transmit"PCI cardholder data" (as that term is defined by PCI-DSS), and any other component that resides on the same network segment that those system components, hereafter known as"System Components in Scope." Some of those system components and/or processes have been outsourced to EnvisionWare's service providers (e.g., Verifone, Payment Express, Chase E-xact, SecurePay, or the like) ("Service Providers"). Those portions of the system hardware and software developed by EnvisionWare are out of scope for PCI 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 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).ADCs are available for download from EnvisionWare's Customer Center on our website at Agreement No. 5185A 4 uppgr_, nvisionware mcom. Service Providers have represented to EnvisionWare that they will create and maintain reasonably detailed, complete and accurate documentation describing the systems, processes, network segments, security controls, and dataflow used to receive, transmit, store and secure Customer's PCI cardholder data. Such documentation will conform to the most current version of PCI DSS. Service Providers have represented to EnvisionWare that they will, upon written request by you, make such documentation and the individuals responsible for implementing, maintaining and monitoring those system components and processes available to: a) QSAs, forensic investigators, consultants or attorneys retained by you to facilitate audit and review of your PCI-DSS compliance and b) your IT Audit Staff. EnvisionWare maintains protective coverage for PCI breach protection in the United States in the amount of $100,000.00 per breach incident (not per individual affected), which will cover the costs of responding to a breach or a suspected breach caused by the eCommerce system.. D. The obligations of the parties under this Section 5 shall survive any expiration or termination of this EULA. 6. Data: A. CUSTOMER DATA. In connection with the Software and any related hardware or services provided by EnvisionWare, EnvisionWare may collect and maintain data and information provided by you, your patrons and users (collectively, "Customer Data"). As between EnvisionWare and you, all Customer Data shall be and remain owned by you and be your property. EnvisionWare shall maintain the aspects of all Customer Data identify an individual as confidential. All third parties authorized by EnvisionWare which may have access to the Customer Data shall be under obligations of confidentiality to maintain the Customer Data as confidential. B. USE OF CUSTOMER DATA. EnvisionWare shall have the right to use Customer Data in connection with EnvisionWare's business, provided that such data shall be anonymized or aggregated such that Personal Information has been de-identified so that one could not link anonymized information back to a specific individual ("Anonymized Data").All such Anonymized Data shall be the sole property of EnvisionWare. EnvisionWare may use, disseminate, share, or transfer the Anonymized Data or any portion thereof in any way EnvisionWare chooses. C. ENVISIONWARE DATA. EnvisionWare may also collect data and information in connection with the service that EnvisionWare provides generally (but not including Customer Data)through its services ("EnvisionWare Data"). You acknowledge and consent that the Software may communicate (e.g., via an outbound or inbound call using SSL)with EnvisionWare's servers (which may be hosted by a third-party service provider)and support personnel, or vice versa,to communicate diagnostic, event logs, support, licensing, compliance, and other information (which is included in the definition of EnvisionWare Data). Some communication may be done automatically by the Software without your needing to be involved, other communication may be at your initiation (e.g., uploading logs)or initiated by EnvisionWare. All such EnvisionWare Data shall be the sole property of EnvisionWare. 7.Confidential Information: Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains("Receiving Party")from the disclosing party("Disclosing Party") constitute the confidential property of the Disclosing Party("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.Any software, documentation or technical information provided by EnvisionWare(or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of EnvisionWare without any marking or further designation except as such disclosure is required by FOIA requirements. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (a)was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) 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 notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of 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. In order for any information to be considered Confidential Information under this EULA, the Disclosing Party must label such information in writing as"Confidential" prior to or contemporaneous with disclosure to the Receiving Party. 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. Agreement No. 5185A 5 8. Indemnification: A. Infringement. Subject to your compliance with the terms of this EULA, EnvisionWare shall indemnify and hold harmless you and your officers, directors, employees and agents from and against all third party claims, to the extent such claim alleges that the Software(in each case as provided by EnvisionWare) infringes any copyright, U.S. patent right, trade secret right, or other intellectual property right provided, however, that you must comply with the following terms: EnvisionWare must have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient time for EnvisionWare to respond without prejudice); (ii)the exclusive right to control and direct the investigation, defense, and settlement (if applicable)of such claim; and (iii) all reasonable necessary cooperation by you. In the event that the 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 Agreement and refund a pro rata amount, as determined by EnvisionWare, of the purchase price of the Software and Hardware. Notwithstanding the above, EnvisionWare shall have no liability for any infringement claim which: (i) pertains to any Software that has been altered or modified without EnvisionWare's prior written approval; (ii) is based on use of the Software in conjunction with any item not provided by EnvisionWare, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by EnvisionWare; (iii) pertains to any unauthorized use of the Software; (iv) pertains to an unsupported 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. C. This Section 8 shall survive any expiration or termination of this EULA. 9. Disclaimer of and Limitations on Damages: SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE LIMITATION OR EXCLUSION BELOW MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ENVISIONWARE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS (OTHER THAN THOSE CONTAINED IN THE SOFTWARE), INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE, EVEN IF ENVISIONWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL ENVISIONWARE'S OR ITS LICENSORS'TOTAL LIABILITY(A) FOR ANY PRODUCTS COVERED UNDER THIS EULA, EXCEED THE PURCHASE PRICE FOR THE SOFTWARE AND HARDWARE OR(B) FOR ANY SERVICES, EXCEED THE FEES PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT WHICH DIRECTLY CAUSED THE DAMAGES ALLEGED. The disclaimers and limitations set forth above in this Section 9 will apply regardless of whether or not you accept the Software or Hardware. 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 products and documentation are commercial in nature. The Software and software documentation are "Commercial Items", as that term is defined in 48 C.F.R. section 2.101, consisting of"Commercial Computer Software"and"Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. section 252.227-7014(a)(5)and 48 C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable.Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 27.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. EnvisionWare's computer Software and software documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this EULA. The manufacturer is EnvisionWare, Inc., 2855 Premiere Parkway, Suite A, Duluth, GA 30097-5201. 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 Agreement No. 5185A 6 hired or under contract by you, to, remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii)to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's 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 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 pursuant to the Professional Services, whether created solely by EnvisionWare or jointly with you or your contractors. Subject to your full payment of any and all fees pursuant to the applicable SOW, EnvisionWare grants to you the limited, nontransferable right to use any deliverables(including any documentation, code, Software,training materials or other work product) (collectively referred to as the"Deliverables")delivered as part of the Professional Services solely in connection with your permitted use of the Software, subject to all the same terms and conditions as apply to your Software license (including the restrictions set forth in Section 1 B), and subject to any additional terms and conditions provided with the Deliverables. 14. General: This EULA is the entire agreement between you and EnvisionWare relating to the license and use of the Software and Hardware. This EULA supersedes all prior EnvisionWare end user license agreements for the Software. 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 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. 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 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. 17. Purchase in Australia: If you purchase Software, Hardware or services from EnvisionWare Pty Ltd or its partners, the laws of South Australia, Australia govern all warranty and service claims. EnvisionWare Pty Ltd is authorized to convey and effect all of the rights expressed in this EULA for its direct and indirect customers. 18. Contact Us: Should you have any questions concerning this EULA, or if you desire to contact EnvisionWare for any reason, please email info@envisionware.com or write to: EnvisionWare, Inc., 2855 Premiere Parkway, Suite A, Duluth, GA 30097-5201 USA, unless you purchase from an Asia Pacific country in which case, please write EnvisionWare Pty Ltd, 10 George Street, Stepney, SA 5069 Australia. Revised Dec 2017©2002-2017 EnvisionWare, Inc.All Rights Reserved. Agreement No. 5185A 7 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 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 EU LA. "Reseller" means EnvisionWare. "Software" means the software accompanying the Point Solutions Rental Devices. "Verifone" means VeriFone, Inc. 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 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 of the Customer Agreement(the"Service Term"). In addition, in the event Verifone's separate agreement with Reseller terminates or Verifone ceases to offer the Point Solution to its customers generally,Verifone reserves the right to terminate the Service Terms for any or all Verifone payment devices. Upon the termination of the Service Term for a particular Verifone payment device, customer shall cease using the Point Solution for such payment device. In the event that a customer desires to end the Service Term for a payment device,the customer must request that Reseller remove the applicable device from the Payment Gateway on its behalf;Verifone will not be responsible for removing a payment device from the Payment Gateway provided that, notwithstanding customer's earlier request,the Service Term will end on the day Reseller actually removes the device from the Payment Gateway. 3. Subject to the terms of this Agreement and customer's payment of the applicable fees,Verifone hereby grants to customer a limited, non-exclusive, non-transferable, non-sub-licensable right and license, in the Covered Territory during the Service Term for each payment device, to access and use the Point Solution subscribed to hereunder solely for customer's internal business purposes. Notwithstanding the foregoing, Reseller will be responsible for managing and monitoring customer's payment devices on customer's behalf, including with respect to the installation of payment applications and key loading, and customer will not be able to directly manage or monitor its payment devices via the Payment Gateway portal. Verifone may modify the Point Solution from time to time in its reasonable discretion, provided that such modifications shall not materially diminish the functionality thereof. If Reseller fails to pay Verifone for services rendered in accordance with its agreement with Verifone,Verifone reserves the right to withhold customer's access to the Point Solution until such fees are paid in full, and Verifone shall not have any liability to customer for any amounts paid to Reseller and not received by Verifone for such services. 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 limitation the Software,to any third party. Customer shall not reverse engineer, decompile, disassemble,translate, modify, alter or create any derivative works based upon the Software, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Software,without the prior express written consent of Verifone. Customer shall not remove from the Rental Devices or the Software, or alter, any of trademarks,trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Rental Devices or the Software,without the prior express written consent of Verifone. 5. Customer acknowledges that the Point Solution(including any related documentation) and any intellectual property rights relating to or residing therein(including any patents, copyrights, trade secrets,trademarks, trade names or mask work rights),including the proprietary electronics, software and technical information of Verifone therein, are proprietary products of Verifone and that ownership of such shall remain with and inure to Verifone. Except for the license rights set forth in this clause 5,customer shall have no right, title or interest therein. 6. Customer grants VeriFone a limited, non-exclusive and irrevocable license during and after the term of this Agreement to follow customer's activity inside of the Point Solution components and to use,share, and disseminate data from customer's activity (including its transactions) on an aggregate and anonymous basis only(such data, "Derived Data"), including for purposes of data analytics and optimizing or otherwise enhancing its products and services.VeriFone will comply with all applicable laws with respect to any use, sharing and dissemination of Derived Data. This clause 6 shall survive any expiration or termination of this Agreement. 7. VERIFONE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,WITH RESPECT TO THE POINT SOLUTION, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.VERIFONE DOES NOT WARRANT THAT THE POINT SOLUTION, OR ANY COMPONENT THEREOF,WILL MEET THE REQUIREMENTS OF CUSTOMER OR 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 Agreement No. 5185A s 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. 8. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CUSTOMER AGREEMENT: EXCEPT TO THE EXTENT PROHIBITED BY LAW: (A)VERIFONE SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES(INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, GOODWILL OR SAVINGS, DOWNTIME, OR DAMAGE TO, LOSS OF OR REPLACEMENT OF DATA OR TRANSACTIONS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES) RELATING IN ANY MANNER TO THE POINT SOLUTION(WHETHER ARISING FROM CLAIMS BASED IN WARRANTY, CONTRACT,TORT OR OTHERWISE), EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE; (B) IN ANY CASE, VERIFONE'S ENTIRE LIABILITY RELATING IN ANY 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 POINT SOLUTION UNDER THE CUSTOMER AGREEMENT DURING THE SIX(6)MONTHS PRIOR TO THE CLAIM ARISING;AND(C) VERIFONE SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE POINT SOLUTION. THE LIMITATIONS ON VERIFONE'S LIABILITY SET FORTH IN CLAUSES"(B)"AND"(C)"OF THIS SECTION SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE'S NEGLIGENCE OR INTENTIONAL MISCONDUCT.THE LIMITATIONS CONTAINED IN CLAUSE 7 ABOVE AND THIS CLAUSE 8 ARE A FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER,AND VERIFONE WOULD NOT PROVIDE THE POINT SOLUTION TO CUSTOMER ABSENT SUCH LIMITATIONS 9. Customer shall comply with all applicable laws, rules, and regulations in connection with this Agreement, including, but not limited to,export control laws and anti-corruption and anti-bribery laws,rules, and regulations. Customer agrees that if Verifone reasonably believes that customer is in breach of this clause 9„ that alone shall be sufficient grounds for further action by Verifone, including, Without limitation,cancellation of any orders or denial of future business,without any liability or obligation to customer. In addition, customer hereby indemnifies Verifone and its affiliates, directors, officers and employees for all costs, expenses, damages, claims, charges, penalties,fines and other losses that arise in connection with any breach by customer or customer subsidiaries, owners, officers, directors, employees, partners, subcontractors, agents and representatives of the terms and conditions contained in this clause 9. 10. VERIFONE SHALL BEA THIRD-PARTY BENEFICIARY OF THIS AGREEMENT,WITH THE RIGHT TO ENFORCE THE TERMS HEREOF AGAINST CUSTOMER WITH RESPECT TO THE POINT SOLUTION. 11. In the case of any customer agreements that include Rental Devices: A. Verifone Property.The Rental Devices shall remain the property of Verifone. Customer shall have no right,title or interest therein except as a lessee under this Agreement. Customer shall keep all Rental Devices free and clear from all liens, including any direct or indirect charge, encumbrance, lien, security interest, legal process or claim against the Rental Devices. Customer may not assign, hypothecate, sublet, sell,transfer, permit the sale of or part with possession of all or any of the Rental Devices or interest in the Customer Agreement,without Verifone's prior written consent. If customer fails to pay any undisputed fees when due, and fails to cure such failure within ten(10) business days of written notice thereof, Verifone may, at any time thereafter enter,with or without legal process, any premises where any Rental Device may be, and repossess and remove such Rental Device. Customer hereby waives any claim of trespass or right of action for damages by reason of such entry and repossession. In addition, customer shall pay to Verifone any actual additional expenses incurred by Verifone in collection efforts. B. Upgrades. Customer may, commencing on the one year anniversary of the start of the 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 fee). For such upgrades, customer shall be required to commit to a new Initial Service Term for such Rental Device and shall be required to return the old Rental Device in accordance with clause(d)below. C. Loss and Damage. Subject to Verifone's obligation to provide the Services,customer assumes and shall bear the entire risk of loss or damage to the Rental Devices from any use whatsoever from the date of delivery of the Rental Devices to the customer site, until such Rental Devices are returned to Verifone. No loss or damage shall relieve customer from the obligation to make payments hereunder or to comply with any other obligation under the Customer Agreement. In the event of a loss of a Rental Device (but not damage), customer shall immediately notify Reseller thereof.With respect to any lost Rental Device, customer shall be obligated to pay Reseller the Non-Return Fee applicable to such Rental Device. Subject to Verifone's receipt of such Non-Return Fee from Reseller,Verifone shall ship customer a new or refurbished replacement Rental Device. At all times payments for the Point Solution for such Rental Device shall continue in effect. D. Return at End of Service Term.At the end of the Service Term for a Rental Device, customer shall return such Rental Device to Reseller or Verifone, as directed by Reseller.When returning a Rental Device to Verifone a Material Return Authorization number is required. If a Rental Device is not returned to Verifone within thirty(30)days of the end of its Service Term, customer shall be obligated to pay Reseller the Non-Return Fee for such Rental Device. If, upon return of the Rental Device,Verifone determines that the Rental Device requires repair that is not covered by the BPP or Repair Services(e.g., "Out of Scope"or"Limitations"), customer shall be required to pay Reseller for such services at Verifone's standard fees. Agreement No. 5185A Justification for Sole Source Acquisition of EnvisionWare Mobile Print,Printer/Scanner, and Self-Check Kiosks Since 2008 the library has contracted with EnvisionWare for time management software,print management software, and apayment kiosk, all for use atthe public inLernetstations. The time management software relies unthe library's Sierra catalog to verify an internet user's account status. During the initial installation of the EnvisionWare software, both it and the Sierra catalog software had to be configured to use SIP2 so that the two systems could communicate; this involved work on the part of EnvisionWare staff, Innovative Inter-faces staff(for Sierra),and Information Systems staff. Due to the long-standing relationship with EnvisionWare,the library recommends this to be a Sole Source service for the EnvisionWare mobile print subscription,and for the acquisition of the EnvisjonWare public printer/scanner and self- checkkiosks. Staff considered the following points for additional EnvisionWare services- 1. The library intends to continue its use of EnvisionWare for the time and print management software and for the payment kiosk. 2. EnvisionWare has had a good,reliable service record with the library for almost 10 years. 3' Both the mobile print software module and the printer/scanner interface with the already existing time and print management software and the payment kiosk. Very little configuration would berequired toinstall these new features. 4' As the SIP2 connection already exists and allows EnvisionWare to communicate with Sierra,little to no additional configuration would be required for Sierra to inter-face with the EnvisionWare self-check kiosks.