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AG 16-053 II RETURN TO: J„ c\.111. } EXT: 3c 1 1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: Co p" f '� . ORIGINATING STAFF PERSON: J v h; 4---- EXT: 30 I C1 3. DATE REQ.BY: . TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) • ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT , _ r2OFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT El GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG El REAL ESTATE DOCUMENT El SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMF�NT(AG#): ❑ INTERLOCAL 1�t X OTHER rv-A e_1-• vs"e-+-N-k kt Z. -k-,) —0 r o t• c JS a I .rte r✓t'LLS C ac-4 f r�1 N 2 k in,‘ mel.-.V,,-t.. syftCtr,.-, PROJECT NAME: Pt c b h'v rN G_ V v e,r S �/ s k-1,-• / NAME OF CONTRACTOR: G-r-+e � �'� S So(-1- .. I. S° ,h�1,,s , L. P ( Csr) ADDRESS: 31(0 L 0 ,04,-').2W1 - , 4-)' -1I ti 7 b' 03 TELEPHONE 50--317- 1366 E-MAIL: .1 r e i x• G:} C.1r✓ectC n-,r Sc, {-4-w?r c , tea•,-y+ FAX:J7 -3`17- /3/ O SIGNATURE NAME: .Tav, Qs 'R e J✓,f TITLE jar , ,',.)c.-4 EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ,I `PRIOR CONTRACT/AMENDMENTS . TERM: COMMENCEMENT n AA �r1• a I I 0 10 16 COMPLETION DATE: i e c ,1,, 31, Q 0 3 TOTAL COMPENSATION$ "I-W 4 `" .K- • • - - .- - 1 i IN�LL,>Jn r,nPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR El RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 00/ 1100-- 0.2 I - 37 2 - 6-0 "" II/O 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED XPROJECT MANAGER Sr-1w, J 10 - S--- 1 DIRECTOR r/ ' a' ❑ RISK MANAGEMENT (IF APPLICABLE) t ❑ LAW (N C 10(15-I t w 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING El SENT TO VENDOR/CONTRACTOR DATE SENT: 1_ 1 - I V DATE REC'D: El ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS. O ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DAT SI NED El LA PARTMENT /1' iiCygrGNATORY(MAYOR OR DIRECTOSrffeligr e; El CITY CLERK 111111URVIGi ❑ ASSIGNED AG# AG# . •. up 1. El SIGNED COPY RETURNED DATE SENT: •. • OMME,NTS�\�� `CI vtAdp(,P .,Aie -- IYVN.v 11)01)1 CITY OF CITY HALL Fed a ra l Way 33325 8th Avenue South Federal Way.WA 98003-6325253 f ) �...►/ 835-7000 www dtyoffederalway com AMENDMENT NO.2 TO PROFESSIONAL SERVICE CONTRACT FOR PROBATION COMPUTER SYSTEM This Amendment ("Amendment No.2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Corrections Software Solutions, LP, a Software Company a Texas corporation ("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for a Probation Computer System("Agreement")dated effective April 1, 2016 as amended by Amendment No. 1 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 2 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2023 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 8 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-2,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] Amendment - 1- Rev. 3/2017 11146. CITY OF CITY HALL ._. Federal Way 33325 8th Avenue South 'r Federal Way,WA 9800303 -6325 (253)835-7000 www citvoffederalwaycom IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: x By: :�l orA IW Ji errel ,Mayor S 57 h ie Courtney, CMC, 4 Clerk DATE: ;/7.-V/7 APPROVED AS TO FORM: MUNICIPAL COURT: 3- e.fLQ By: J. Ryan Call, City Attorney David Larson, Presiding Judge DATE: 1 i l2 ' , 9 i CO'+'. . ONS 11.:A.,, ARE SOLUTIONS, LP: 'Ijile By: Printed Name: e S `` w S Title: A 4 Date: \-2- Z t -1 CZ STATE OF TEXAS ) ss. COUNTY OF R �- ) LN this day personally appear before me \ , to me known to be the i \- of colRec �-IS 7 46 L':SUY.Jthat executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this Z. 1 day of T , 20 l I - ----,' Notary's signature 0,,,t. IZOZ-90-00'du'111103 41...l2:54, r L8L6Z0ICI III ,'y, r,�= � �' Notary's printed nam• "3-,,k,/ �e �f v t S f SYX31dO31YMS.91WIIdAVV10N 'u r SS32i1N33'W Aanr 72...` Notary Public in and for the State of Texas. My commission expires 03 -0(., - z.0 2- Amendment - 2- Rev. 3/2017 4111/4, CITY OF CITY HALL 33325 8th Federal Way Federal ecfe 835-7000 ay,WA South00 Federal Way,WA 98003-6325 www cltyoffed'eraIway corn EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for Services,the City shall pay the Contractor an additional amount not to exceed Thirty Thousand and 00/100 Dollars($30,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Forty-Six Thousand Five Hundred and 00/100 Dollars($46,500.00). 2. Method of Compensation: In consideration of the Contractor performing the Services,the City agrees to pay the contractor a fixed rate of Five Hundred and 00/100 Dollars ($500.00)per month. Amendment - 3- Rev. 3/2017 DATE(MM/DD/YYYY) ACCORD CERTIFICATE OF LIABILITY INSURANCE 12/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ben Pyron Commercial Insurance Associates, LLC PHONE FAX 103 Powell Court, Ste 100 IA/C.No,Ext):615-515-6040 (A/C,No): Brentwood TN 37027 ADDRESS: bpyron©com-ins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Ins Co 19682 INSURED GOVESER-01 INSURER B:AXIS Insurance Company 37273 Corrections Software Solutions, LP 201 4th Ave. North, Suite 1220 INSURERC:Hartford Casualty Ins.Co 29424 Nashville TN 37219 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:616344767 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) IMM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 2000NKI4408 7/15/2018 7/15/2019 EACH OCCURRENCE $1,000,000DAMAGE TO CLAIMS-MADE X OCCUR PREMISES(EaENTED occurrence) $300,000 MED EXP(Any one person) _ $10,000 PERSONAL 8.ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 PRO X POLICY JECT LOC PRODUCTS-COMP/OP AGG $3,000,000 OTHER: Employee Benefits $$1 M/$3M A AUTOMOBILE LIABILITY 2000NK14408 7/15/2018 7/15/2019 COMBINEDSINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) C X UMBRELLA LIAB X OCCUR 20XHUKN2559 7/15/2018 7/15/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 20WBAS9453 7/15/2018 7/15/2019 X OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional Liability P00100002380301 7/15/2018 7/15/2019 Limit 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) It is agreed that the City of Federal Way,WA is named as an Additional Insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Ave.South Federal Way WA 98003 AUTHORIZEDREPRESENTATIVE eA011,-1-3 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DI V: C aNnr 4- 2. ORIGINATING STAFF PERSON: S„ h , -v 0- 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE EXT: C) 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL IX OTHER AWN CY, u1me ,, }- r� 1 Ta ')",ragerr Se.✓ /i t-es Cw, -c 2 cne S J) 5. PROJECT NAME: ?ra O2 IN' ue, Cry p ✓k, f./ l }t�w� 6. NAME OF CONTRACTOR: Cr-r,« �',, .1 .f LP (C SS ) ADDRESS: J/ Lamar /.} of 1-; r, i TY% 3s '-7P 703 TELEPHONES-1- 7'4 7 /36(e E -MAIL: ;r,t=Jvl 2 of.,,h'+-s,s Ju } k �av t . Lur^ FAX: S /„Z- 397- /3 %O SIGNATURE NAME: San, TITLE Tr c r; e r+ 1-- 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: I4) r : 1 1, 2 o 17 COMPLETION DATE: lbec 2 w, to a 31 , 2 0 9. TOTAL COMPENSATION $ I, IS-PO v z " / -&n.,1 m.,) 7.- (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW 04 PROJECT MANAGER ti DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 6d. LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, D LAW DEPARTMENT ❑ CHIEF OF STAFF p- 8fGNATORY (MAYOR OR DIRECTOR) D CITY CLERK ❑ ASSIGNED AG# D SIGNED COPY RETURNED O01 -1100 -02_1 -$ /,�- 6-0 - INITIAL / DATE REVIEWED Jr�w- -)7 I 7 INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: `/- ` / -/7 INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DAT SIGNED T(1-{, Ii 1lx 2111 AG# t(Q CE3 A- - DATE SENT: 5-, -I 11/9 1 AMENDMENT NO. 1 TO PROFESSIONAL SERVICE CONTRACT FOR PROBATION COMPUTER SYSTEM This Amendment ( "Amendment No.1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Corrections Software Solutions, LP, a Software Company a Texas corporation ("Contractor "). The City and Contractor (together "Parties "), for valuable eonsideration and by mutual consent of the Parties, agree to amend the original Agreement for a Probation Computer System ( "Agreement ") dated effective April 1, 2016 as follows: 1. AMEN1;)ED TERM. The term of the Agreement, as referenced by Section 2 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2018 ( "Amended Term "). 2. E MPh N:A't`tOiN. The amount of compensation, as referenced by Section 8 of' the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B -1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall he solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERA PUOVJSIONkS. All other terns and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose navies appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] ; OiTy HALL 3332C) 3trl FPdertla V Fs:16ra: ia IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: MUNICIPAL COURT; By: ---7---c-:7- David Larson, Judge I -----, DATE: LI 1 [ 7 , 7----- • C RRECTIONS VARE SOLUTIONS, LP: sVISI"' • By: Printed Name: Title: Date Lt/2 STATE OF TEXAS ss. COUNTY OF ATTEST: APPROVED AS TO FOR M J. Ryan Call, City Attorney On this day personally appeareji before me :37,) . to me known to be the ejdv of 0 r e coif. w „ ,,St executed the .foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 0 day of JUDY M. FENTRESS NOTARY PUBLIC • STATE OF TEXAS 10113102787 c Osw. I xe. 03-06-2021 Notary's signature Notary's printed nam Notary Public in and for the State of Texas. My commission expires 3/4 4/full 2 . 20 2 EXHIBIT B -1 ADDITIONAL, COMPENSATION CPS` ;. 3325 - Fl e .:.rhui.h Federal Way; WA 98003-6325 253 =?.4:? 1. Total Compensation: In return for Services, the City shall pay the Contractor an additional amount not to exceed Ten Thousand Five Hundred and 00/100 Dollars ($10,500.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Sixteen Thousand Five Hundred and 00/100 Dollars ($16,500.00). Method of C'onrpensaticnn: In consideration of the Contractor performing the Services, the City agrees to pay the contractor a fixed rate of Five Hundred and 00/100 Dollars ($500.00) per month. March 29, 2017 css CORRECT;OMS SOFTWARE SOLUTIONS Corrections Software Solutions, LP Administration Staff CFO /CFO President Vice President Operations Business Development Business Development Mike Boswell James Redus Bridgette Comeaux Mark Landrum Jessica Patterson Lauren Neal CORRECTIONSSOFTWARE_COM I 31 E NORTH LAMAR I AUSTIN TX, 18703 1 871.272.5,300 L P 512.34 1,[366 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 4/11/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Insurance Associates, LLC 103 Powell Court, Ste 100 Brentwood TN 37027 CONTACT NAME: Ben Pyron PHONE (A/C. °' Extr615 515 6040 (A/C, No): MAIL ADDRESS:bpyron @com- ins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Hartford Fire Ins Co INSURER B :Hartford Casualty Ins. Co 19682 29424 INSURED GOVESER -01 Corrections Software Solutions, LP 201 4th Ave. North, Suite 1220 Nashville TN 37219 INSURERC:AXIS Insurance Company 37273 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1133605887 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM /DD /YYYY) POLICY EXP (MM /DD /YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 2000NKI4408 7/15/2016 7/15/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 MED EXP (Any one person) $10,000 CLAIMS -MADE X OCCUR PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP /OP AGG $2,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PRO- JECT PER LOC Employee Benefits $$1M /$3M A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ SCHEDULED AUTOS NON -OWNED AUTOS 2000NKI4408 7/15/2016 7/15/2017 (EOa accident3INGLE LIMI I $1,000,000 $ BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE 20XHUKN2559 7/15/2016 7/15/2017 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 $ DED X RETENTION$10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A 20WEVX7856 7/15/2016 7/15/2017 X WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability MCN000240071601 2/9/2016 7/15/2017 Limit 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) It is agreed that the City of Federal Way, WA is named as an Additional Insured as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave. South Federal Way WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: Jv / 1— 2. ORIGINATING STAFF PERSON: .J v LAN: Ate- EXT: 30 1 41 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT &&GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: ?io % 0 -) -w-, Cam—� 11 + 6. NAME OF CONTRACTOR: C e C- ' .?s. -ti J SC +W e.- JOs f h v y) J (CSS ) ADDRESS: 3)6 Lin -,ar %��� h'Y, T��C �d_ _72 7 03 TELEPHONE 1366 E -MAIL: � r • c¢)y-, FAX: S- 3'7- /3I& SIGNATURE NAME: Z:ay. -,e_S 1 4 2 - ✓S TITLE reef; J er t EXHIBITS AND ATTACHMENTS:COPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: %C r; 1 C? I 16 COMPLETION �DATE: fr eJ- I Z a (7 b� b O 5 ; 11� r v� Z /.{INCLUDE EXPENSES AND SALES TAX, IF ANY) CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 9. TOTAL COMPENSATION $ (IF CALCULATED ON HOURLY LABOR REIMBURSABLE EXPENSE: 0 YES IS SALES TAX OWED ❑ YES CITY ❑ PURCHASING: PLEASE CHARGE TO: ❑ NO IF YES, $ PAID BY: 0 CONTRACTOR ❑ 10. DOCUMENT /CONTRACT REVIEW N. PROJECT MANAGER A DIRECTOR ❑ RISK MANAGEMENT OF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR O ATTACH: SIGNATURE AUTHORITY, NA, LAW DEPARTMENT —1 CHIEF OF STAFF l SfGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED C>Uf- 1100 (7 2 a- .5 IZ- 5-0 - 99'0 INITIAL /DATE REVIEWED 1f IJJ INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED c Q 5"--Mo AG# 1 j��b53 P DATE SENT: / / �p COMMEN S: 0').6* -1 'Cater lete, . 11/9 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into and executed on the date set forth below, by and between the Federal Way Municipal Court having its principal place of business at 33325 8th Avenue South, Federal Way, WA 98003 -6325 (the "Client "), and. Corrections Software Solutions, LP, having its principal place of business at 316 N. Lamar, Austin, Texas 78703. ( "CSS "): WHEREAS, the parties ( "Parties ") to this agreement are the City of Federal Way ( "City "), a Washington municipal corporation by and through the Federal Way Municipal Court ("Court''/ "Client ") and Corrections Software Solutions, LP, an Austin Texas corporation ( "Contractor "I "CSS "). WHEREAS, the Client has determined that a public necessity existed to preserve the property of the client inasmuch as the sheer volume of the ministerial acts required data processing services to prevent prejudicial material and significant loss to the Client; and. WHEREAS, the Client has determined that such data processing services would be best provided by independent contractors skilled in the same, and that the Client would materially benefit from the economies and cost efficiencies of providing such services to the Client by data processing consultants such as CSS; and. WHEREAS, CSS is willing to enter into this Agreement upon the terms and conditions hereinafter set forth. NOW THEREFORE, for and in consideration of the premises stated above and of the mutual covenants, agreements and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT. The Client agrees to retain CSS as an independent contractor, and CSS agrees to serve the Client upon the terms and conditions hereafter stated. 2. TERM. This Agreement shall commence April 1, 2016 and shall continue to and including March 31, 2017 ( "Expiration Date "). The Client shall have the right and option to continue to receive the services of CSS as provided hereunder for additional periods commencing April 1, 2017. In the event that the Client elects to continue to receive services from CSS, this Agreement shall automatically renew for an equal term, unless the Client informs CSS in writing ninety (90) days prior to the Agreement expiration date. Upon execution of renewal, the terms of this agreement will remain in effect for an additional equal term. 3. AGREEMENT TERMINATION OR EXPIRATION. Not less than three (3) months prior to the Expiration Date, the Client shall notify CSS whether or not it desires after the Expiration Date to use the CSS Programs. In addition, CSS will provide to the Client, If the Client so elects, (i) training for Systems maintenance and operations of the Client personnel during the three (3) month period prior to the Expiration Date, and at the Client's option, for thirty (30) day increments after the Expiration Date, up to three (3) months; (ii) such other services in Page 1 of 6 connection with conversion of the CSS Programs from operation by CSS to operation by the Client as the Client shall reasonably request; and (iii) such computer and data processing hardware subject to availability as the Client shall require for the operation of the CSS Programs. CSS shall receive compensation for furnishing the services and hardware referred to in clauses (i) and (ii) above based upon its then prevailing rates for personnel, machine time, and other supplies and shall be paid for any hardware furnished to the Client pursuant to clause (iii) above based upon the fair market value of any such hardware. Upon termination of this Agreement in part or in full by action of the terms herein or upon action of the parties, CSS will assist in the transfer of the Client's data files, retained by CSS pursuant to this Agreement, to any other data format that the Client desires and communicates provided however, that such formats do not violate the proprietary rights of CSS. Further, costs involved with any such transfer of data shall be borne by the Client. 4. DUTIES. During the period or periods of CSS's retainer hereunder, CSS shall provide data processing services to the Client. CSS agrees to provide any necessary training to the Client's personnel, when, in the opinion of the parties, it will facilitate and expedite the intent of this Agreement and facilitate the provision of services contemplated hereunder. All support, installation and training associated with this installation are covered under the monthly fee stated in this Agreement. The Client acknowledges that during the term of this Agreement certain computer programs will he utilized or otherwise made available and that these programs and their use by the Client shall be governed by Attachment 1, Non - Exclusive License Agreement, which is fully incorporated . into this Agreement. 5. SPECIAL SERVICES. CSS will provide the Client with such special services or supplies reasonably requested or approved by the Client including, but not limited to, special data entry services, such as conversion, program and test data keypunching, data entry, computer runs, or industrial or systems engineering services, provided that the Client and CSS agree upon the fee therefore, and that the Client approves, in writing, payment for such services as special. 6. DATA FILES. The Client's data files and the data contained therein shall be and remain the Client's property and all existing data and data files shall be returned to it by CSS at the Expiration Date or upon earlier termination of this Agreement. The Client's data shall not be utilized by CSS for any purpose other than that of rendering services to the Client under this Agreement, nor shall the Client's data or any part thereof be disclosed, sold, assigned, leased or otherwise disposed of to third parties by CSS or commercially exploited by or on behalf of CSS, its employees or agents. CSS shall establish and maintain reasonable safeguards against the disclosure of information provided to CSS. 7. CONFIDENTIALITY AND PROTECTION OF CLIENT DATA. CSS shall establish and maintain reasonable safeguards against the destruction or loss of the Client's data in the possession of CSS, which safeguards shall at least meet the standards of safety maintained by the Client. CSS agrees not to reveal or disclose any information relating to any case in which services are provided under this Agreement without prior consent from the Client. Page 2 of 6 8. COMPENSATION AND INVOICING. Commencing April 1, 2016 and on the first day of each succeeding month thereafter during the term of this Agreement or extension hereof, the Client shall pay to CSS monthly in advance at its office in Austin, Texas, as fees for its services a monthly sum of $ 500.00 for each month during the period or periods of this Agreement. CSS agrees to submit a monthly invoice to Client. 9. EARLY TERMINATION. By CSS: If the Client shall default in the payments to CSS provided for herein above, or shall fail to perform any other material obligation agreed to be performed by Client hereunder CSS shall notify the Client in writing of the facts constituting default. If the Client shall not cause such default to be remedied within ten (10) days after receipt of such written notice, CSS shall have the right with no further written notice to terminate this Agreement. In the event the default requires more than ten (10) days to cure, Client shall have a reasonable period to cure the default. By Client: If CSS shall default and fail to perform any material obligations agreed to be performed by CSS hereunder, the Client shall notify CSS in writing of the facts constituting such default or failure. CSS shall cause such default or failure to be remedied within thirty (30) days after receipt of such written notice. If CSS does not cause such default or failure to be remedied within thirty (30) days after receipt of such written notice, the Client shall have the right, by further written notice to CSS, to terminate the Agreement. Nothing in this Agreement prevents the Client from extending additional time to CSS to cure the problem, at the sole discretion of the Client. 10. TIME REQUIREMENTS. It is not contemplated by the parties that CSS devote its efforts exclusively to the performance of this Agreement. and CSS shall not be prohibited from engaging in other employment or transacting other business related to its field of endeavor and expertise. 11. INDEPENDENT CONTRACTOR. CSS shall at all times during the term of this Agreement be considered an independent contractor and not an employee of the Client. CSS shall provide its own personnel for the completion of its services hereunder and agrees to properly insure them. 12. PAYMENT TO EMPLOYEES OF CLIENT. CSS warrants that no employee or agent of Client has been retained to solicit or secure this contract and that CSS has not paid or agreed to pay any employee of Client any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon the making of this contract or as an inducement for entering into this contract. The unauthorized offering or receipt of such payments may result in immediate termination of this contract by Client. 13. NON-DISCRIMINATION. CSS warrants that it shall not discriminate against any employee or client of the Client on account of race, color, disability, religion, sex, ethnicity, age, or any other legally protected classification. Page 3 of 6 14. NOTICE. Any notice required to be given hereunder shall be in writing sent by registered mail to the last known business address of the parties. Said notice will be deemed to be received upon three (3) days after it is deposited, postage paid, into a United States mail receptacle or otherwise placed in postal channels. 15. ENVIRONMENT. The Client shall provide a suitable installation environment for the computer equipment utilized in connection with this Agreement, in accordance with the manufacturers requirements, a copy of which is available to the Client upon request in the event the Client does not provide a suitable environment or the Client's employees misuse or in any way abuse said equipment, the Client will be responsible for all costs associated with repair or replacement. In the event CSS provides computer equipment installed at Client's location then Client will provide insurance coverage and be responsible for all costs associated with repair or replacement_ 16. CLIENT RESPONSIBILITIES. The Client agrees to fully cooperate with CSS and to make personnel available for the purpose of installation and training. The following is intended to supplement and clarify, but in no way limit or waive, Client responsibilities elsewhere herein identified: A. Client agrees to appoint a Project Manager and to notify CSS of such appointment in writing within seven (7) days of executing this Agreement. The Project Manager shall act on the Clients behalf and make commitments pertaining to the service defined herein. 13. Client will make reasonable efforts to ensure appropriate individuals from all effected offices and departments will attend training sessions. Moreover, it is the responsibility of the Project Manager to announce and otherwise communicate to Client's personnel, scheduled training and installation activities. 17. LIMITATIONS. The parties are aware that there may be constitutional and statutory limitations on the authority of the Client to enter into certain terms and conditions of this Agreement, including, but not limited to, those terms and conditions relating to liens on Client's property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers and limitations of legal rights, remedies, requirements and processes; limitations of periods to bring legal action; granting control of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorneys' fees; dispute resolution; indemnities; and confidentiality (collectively, the "Limitations"), and terns and conditions related to the Limitations will not be binding on the Client except to the extent authorized by the laws and constitution of the State of Texas. 18. MISCELLANEOUS. This Agreement shall be binding upon the successors and assigns of each party. Other than CSS's granting a Uniform Commercial Code security interest to a third party lender in the accounts receivable/contract rights to receive money under this Agreement and in any equipment furnished by CSS to Client, neither party shall assign its rights or obligations hereunder without the express written consent of the non-assigning party. The Agreement, with its Attachment 1, shall embody the entire agreement between the parties, but may be amended from time to time by the written consent of both parties. An official representative, employee or agent of the Client does not have the authority to amend this Agreement except pursuant to specific authority to do so granted by the Client. This Agreement Page 4 of 6 shall be construed under the laws of the State of Texas, and the invalidity of any portion shall not invalidate the remainder of the agreement, but such remainder shall be given full force and effect if practicable. Executed this j1 day of State of Texas County of Robertson , 20 : instrument as acknowledged before me on by ecw of Corrections Software Solutions, LP a Limited Partnership 7, A.,...M.,' I 1.. 5 Pi EL DON PV 1 E i I ,,,,, , ... .,.. .., .. , • ..• .--, ..,::,.. 1, ; ::::,:•:.i ',-,...,fr,q,,,,uy t)t.:0(:,, :',5•••01.:•,,::;,, :,',-,,, iex,•::::n H! Ig't •E ;- •-. • ,,, , - A ,, ,,,, „,,,, k,,J 0 tery •ig.) 3 3 f9,4:,:r..5 ..3. 7 6- 2 i 1:, (Seal) TITLE: Mayo DATE: YA BY: J(0 NAME: David Larson TITLE: P -esiding 1Judge DATE: BY: ) C, Notary Public's Signature NAME: James Redus TITLE: President DATE: I .2- Page 5 of 6 NAME: Stephanie Courtney, CMC TITLE: Attest, City Clerk DATE: 014-(111 BY: NAME: Amy Jo Pearsall TITLE: City Attorney DATE: 'III- 1 Page 6 of 6 ATTACHMENT 1, NONEXCLUSIVE LICENSE AGREEMENT Corrections Software Solutions, LP (herein "CSS "), 316 N. Lamar, Austin, Texas 78703, for good and valuable consideration, hereby grants a royalty -free, non- exclusive license to: FEDERAL WAY MUNICIPAL COURT (END USER) 33325 8TH AVENUE SOUTH FEDERAL WAY, WASHINGTON 98003 -6325 (herein "Licensee ") to use certain software programs and related materials (herein "Program ") for the designated processing system, subject to the terms and conditions hereof (herein "License "): Programs shall include executable modules for each software program identified in any Schedule to this Agreement, and any related documentation, in machine readable or printed form. LICENCE QUANTITY UNIT PRICE TOTAL Complete Private Probation Tracking System for Probation Supervision in Federal Way Municipal Court. LICENSEE ACKNOWLEDGES THAT THIS ORDER CONSISTS OF ALL INFORMATION INCLUDED ON THIS ORDER FORM AND ALL TERMS AND CONDITIONS SPECIFIED IN THIS ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY iTS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT, THE ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT BETWEEN CSS AND THE LICENSEE AS CONCERNS THE LICENSE OF THE PROGRAM AND NO VARIATIONS IN THE TERMS AND CONDITIONS OF ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT SHALL HAVE ANY EFFECT UNLESS AGREED TO IN WRITING IN ADVANCE BY CSS, THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, OR ANY OT! -IER COMMUNICATION BETWEEN CSS AND LICENSEE RELATING TO THIS ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT. ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT Page 1 of 2 Terms and Conditions 1. LICENSE. Licensee acknowledges that it shall be deemed a licensee of Corrections Software Solutions and that it obtains hereby only a non-exclusive license to use the Programs. Title and all ownership and intellectual property rights in the Programs licensed under the License Agreement remain with CSS and do not pass to Licensee. The Programs are agreed to be valuable proprietary Information and to contain trade secrets which CSS Is authorized to license. Licensee may not move the Program electronically from one computer to another over a network. Licensee is licensed to use the Program solely for the internal purposes of its own business. Licensee agrees that Licensee will not permit the Program to be used either directly or indirectly by Licensee's customers or any other person or entity through a timesharing service, service bureau arrangement or otherwise. Licensee may not grant sublicense or other rights in the software to others, nor assign or transfer this license to any third party. CSS shall have the right to terminate This License if Licensee violates any of its provisions. Licensee recognizes and agrees that the Program and all portions, reproductions, modifications and improvements thereof provided to Licensee hereunder are (i) considered by CSS to be trade secrets; (ii) provided to Licensee in confidence; and (iii) the exclusive and proprietary information of GSS. Title and full ownership rights in the Product and modifications and 'improvements provided by CSS shall not vest in Licensee. Licensee agrees not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Program and related materials. 2. TERMS. This license shall be in effect from the date of execution of the Professional Services Agreement or until terminated by one of the parties pursuant to the termination clause herein. Upon termination or expiration of this license; all rights and obligations shall cease, except the Licensees obligation to maintain the confidentiality of CSS's proprietary information. 3. PAYMENTS. The License Fees and any first year Support Fees. along with any Installation and Training Fees. shalt be paid to CSS upon Licensee's execution and delivery of this Agreement. Any other sums due hereunder shall be payable upon receipt of CSS invoice therefore. Any past due amounts shall bear interest until paid at the highest rale allowable by law. All payments due hereunder shall be made in lawful money of the United States of America, and all of same shall be made to CSS at its address. In addition to the fees, charges, expenses and other amounts due and payable under this Agreement, Licensee shall pay any and all local; state, federal or other sales, use, excise, privilege or gross receipts taxes and duties, tariffs, assessments or levies, however designated, assessed or levied, resulting from this Agreement or any activities conducted hereunder (exclusive of taxes based on CSS's net income). I. SECURITY. Licensee shall take all reasonable steps necessary to ensure that the Programs, or any portion thereof, on magnetic tape, disk, or memory or in any other form are not made available by the Licensee or by any of Its employees to any organizations, or Individuals not licensed by this License Agreement to make use thereof, in particular Licensee recognizes the proprietary nature of the Programs and agrees as follows: a, To use the Programs solely at the place of Installation specified in this License Agreement. b. To make no copies of or duplicate the Programs or any component thereof by any means for any purpose whatsoever except as is required for archival or security storage purposes, without prior written consent of CSS. c. To Instruct Its employees having access to the Programs not to copy or duplicate the Programs and not to provide same to any third party, d. To effect normal security measures to safeguard the Programs from theft or from access by persons other than its own employees using the Programs for Licensee's own requirements. e. To reproduce CSS's copyright notice on all materials related to or part of the Programs on which CSS displays such copyright notice, including any copies made pursuant to this Licensee Agreement. Any modification or enhancements to the Program, or any other Program- related materials, provided by CSS to the Licensee shall be subject to all conditions and restrictions contained in this Agreement. Licensee recognizes that CSS has gone to considerable time and expense to develop the Program and related materials, and that CSS would suffer great and irreparable harm and damage by unauthorized copying or reproduction of the Program. Licensee further acknowledges that such action may cause significant commercial damages which may be difficult to assess. Therefore, Licensee agrees that CSS shall be entitled to extraordinary relief in court, including but not limited to: restraining orders; temporary, preliminary and permanent Injunctions, without the necessity of posing bond or other security, which the Licensee expressly waives, or the necessity of showing damage, which the License expressly waives; for any breach of this Agreement. Licensee shall not copy, reproduce, reverse assembly, reverse compile, modify, merge, transfer or distribute the Program in any way or manner without the prior written authorization of CSS. 5. LIMITATION OF LIABILITY. CSS's liability for damages to Licensee for any cause whatsoever related to this Agreement, and regardless of the form of action, whether in contract or in tort Including negligence, shall be limited to and not to exceed one month's fee paid to CSS by Licensee. This limitation of liability will not apply to claims for patent and capyright.infnngement. Nohvithstanding anything herein to the contrary in no event will CSS be liable for any lost profits, lost savings, or other special, Incidental or consequential damages, or for punitive or exemplary damages, even if CSS has been made aware of the possibility of such damages, or for any claim against Licensee by any other party, in connection with the delivery, installation, testing, use, performance or nonperformance of the Software. or the act or failure to act of CSS, or arising out of, related to or In connection with this Agreement. 6. TERMINATION, Upon termination of the License herein granted arising from Licensee's default, Licensee shalt deliver to CSS all magnetic or otherwise materials, together with alt portions. reproductions, and modifications thereof, furnished by CSS and pertaining to the Pro- grams and shall also warrant that ail copies thereof have been destroyed or returned to CSS. Within ten (10) days of request by CSS, Licensee shall certify in writing to CSS that to the best cf Licensee's knowledge, the original and all copies, in whole or in part, or the Programs have been destroyed or returned to CSS. In addition, all documentation, listings, notes or other written material pertaining to the Program shall be returned to CSS or destroyed. The right of termination under this Section shall be in addition to any other right or remedy either party may have at law of in equity. CSS shall have the right to terminate this Agreement, by giving written notice of such termination to Licensee, to the event that Licensee (1) fails to pay CSS any sums due and payable hereunder within ten (10) days after their due date, (II) fails to observe any of the Licensee's obligations hereunder with respect to proprietary Information or confidentiality, or (iii) falls to perform or observe any other material term or obligation set forth in this Agreement. 7. NO WARRANTY CSS PROVIDES THE PROGRAM TO LICENSEE AS IS'. CSS MAKES NO WARRAN- TIES EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER. INCLUDING. WITHOUT LIMITATION, THE CONDITION OF THE PRODUCT, ITS MER- CHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. CSS does not warrant that the function contained in the Program will meet. the Licensee's requirements or that the operation of the Program will be uninterrupted or error free. B. INFRINGEMENT INDEMNIFICATION. CSS agrees to Indemnify Licensee and to hold It harmless from any, damages finally awarded as a result of any claim of Infringement of a United states patent or copyright asserted against Licensee by reason of Licensee of the Program as delivered by CSS provided that CSS is given prompt notice of any such claim and the rights to defend and settle, at its expense, any such claim and further provided that Licensee fully cooperates with CSS in connection with the foregoing. 9, REMEDIES. Licensee agrees that because of the unique nature of the Programs, irreparable harm will be caused by a breach of Licensee of its obligations under this License Agreement that monetary damages will be inadequate to compensate for such harm and that injunction relief will be an appropriate remedy to enforce the provisions of this License Agreement 10, MISCELLANEOUS a. Assignment. Licensee's rights in and to the Programs, as a result of this License, may not be assigned, sublicensed, transferred voluntarily, by operation of law or otherwise, without CSS's prior written consent and the execution of a new License Agreement. b. Notices. Any notice to be delivered pursuant to this License Agreement shall be deemed delivered upon service, if served personally, or three (3) days after deposit in the United States mail if mailed by first -class mail, postage prepaid, registered or certified, and addressed to a party at the address set forth on the first page of this License Agreement or at such other address as shall be specified pursuant to notice duly given. a Enforcement. In the event that any provision of this License Agreement is determined to be invalid or unenforceable the remainder of this License Agreement shall be valid and enforceable to the maximum extent. d. Exclusive Agreement; Modification. This License Agreement constitutes the com- plete and exclusive statement of the agreement of the parties relative to the subject matter hereof and supersedes all oral or written proposals or understandings concerning such subject matter. This License Agreement may be modified only pursuant to a writing executed by both parties. Should Licensee elect to Issue a purchase order or any similar document for Its own internal purposes, any conflict between the terms and conditions of the Licensee order form and this License Agreement shall be resolved such that the terms and conditions of this License Agreement have precedence. e Actions. In the event any action Is brought to enforce this License Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorney's fees and court costs. f. Survivability. The obligations set forth herein shall survive any termination of this License Agreement. g. Governing Law. This License Agreement shall be governed by and enforced in accordance with the laws of the State of Texas, Travis County, U.S.A. ATTACHMENT 1 NONEXCLUSIVE LICENSE AGREEMENT Page 2 of 2