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22-210.00 IntelliTime Systems: Timekeeping/Payroll Software
SYSTEM PROCUREMENT AGREEMENT T SYSTNYI PURCHASE AND LICENSE AGREEMENT(this "Agreement")is made as of theh)day of HelleAW,2022_ (the"Effective Date")by and between IntelliTime Systems Corporation. (hereinafter"Vendor"),a California Corporation,with its principal office at 1118 E 17th Street Santa Ma, California 92701, and the City of Spokane Valley, Washington (hereinafter "Customer"), a non-charter code city organized under Title 35A RCW with its principal office at 10210 E. Sprague Ave,Spokane Valley,WA 99206 . In consideration of the mutual covenants hereinafter set forth, Vendor and Customer, intending to be legally bound,hereby covenant and agree as follows: SECTION 1 -DEFINITIONS The following capitalized terms shall have the meanings set forth below for all purposes of this AGREEMENT: 1.1 "Acceptance." The occurrence of the conditions set forth in SECTION 8 — INSTALLATION,TESTING,AND ACCEPTANCE hereof. 1.2 "Certificate of Installation." A written certificate,delivered to Customer and signed by an authorized representative of Vendor, stating that the System has been completely delivered, assembled, installed, and tested at the Customer Premises in accordance with this AGREEMENT and that,as so assembled and installed,the System is ready for Parallel Testing by Customer. 1.3 "Customer Equipment." The equipment and devices identified in EXHIBIT A - CUSTOMER PROVIDED EQUIPMENT attached hereto, which are to be provided by Customer in connection with the installation,operation,or maintenance of the System. 1.4 "Customer Facilities." The space, environment, and other facilities specified in EXHIBIT B — CUSTOMER FACILITIES attached hereto, which are to be provided by Customer in connection with the installation,operation,or maintenance of the System. 1.5 "Customer Personnel." All persons engaged from time to time by Customer as its officers,employees,or agents or as independent contractors. 1.6 "Customer Premises." Those premises occupied by Customer at and within the geographic boundaries of the City of Spokane Valley,WA. 1.7 "Defect." Any failure of the System or any Deliverable to operate in material conformity with the System Specifications. 1.8 "Deliverable" Each part or component of the System, including all applicable Vendor Equipment, Programs, and Services listed in EXHIBIT D — INTELLITIME SYSTEM 1 DELIVERABLES, to be delivered by Vendor to Customer in accordance with EXHIBIT G- PROJECT PLAN AND DELIVERY SCHEDULE. 1.9 "Deliverable Acceptance Period" A two pay period timeframe commencing upon the delivery of each Deliverable during which the Customer will test the Deliverable under actual operating conditions to determine if the Deliverable meets the Specifications. 1.10 "Documentation." All specification documents, manuals, drawings, and other media and materials,other than Equipment and Programs. 1.11 "Effective Date" The date of the last signature of this AGREEMENT. 1.12 "Program" Individual computer executable component of the Software. 1.13 "Software" The combination of all Programs to be delivered by Vendor under this AGREEMENT. 1.14 "System." The Networked Computer System, consisting of the Equipment and the Programs,which shall conform to the System Specifications. 1.15 "System Price." The purchase price stated in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES attached hereto. 1.16 "System Specifications." Those functional specifications relating to the design and performance of the System set forth in EXHIBIT E—SYSTEM SPECIFICATIONS. 1.17 "Trade Secret." Any scientific or technical information concerning a design, process, procedure, formula, or improvement that is commercially valuable and secret(in the sense that its confidentiality affords a competitive advantage to the owner of such Trade Secret). Trade Secrets shall not include any information that(1)is or becomes generally known to the public through no fault of the recipient;(2)is obtained without restriction from an independent source having a bona fide right to use and disclose such information,without restriction as to further use or disclosure; (3) the recipient independently develops through persons who have not had access to such information; or(4)the disclosing party approves for unrestricted release by written authorization. 1.18 "Vendor Equipment." Those items designated as Equipment in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES attached hereto, which are to be purchased by Customer from Vendor pursuant to this Agreement. 1.19 "Vendor Personnel." All persons engaged from time to time by Vendor as its officers,employees,or agents or as independent contractors. 2 SECTION 2-TERMS OF SYSTEM PURCHASE II 2.1 Vendor shall design, develop, fabricate, assemble, and install for Customer a specialized, integrated System in accordance with EXHIBIT G — PROJECT PLAN AND DELIVERY SCHEDULE and consisting of the Equipment, Programs, and Services listed in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES, which shall operate in accordance with, and conform in all material respects to,the System Specifications set forth in EXHIBIT E—SYSTEM SPECIFICATIONS. 2.2 Customer shall pay Vendor Equipment and Programs delivered and Services rendered by Vendor in accordance with Exhibit C—Payment Schedule. In addition to payment of the System Price,Customer shall pay,or reimburse Vendor for,those taxes,costs of shipping and insurance,and other costs and expenses set forth in SECTION 6 — CUSTOMER PAYMENTS TO VENDOR of this AGREEMENT. SECTION 3-PROGRAMS LICENSED TO CUSTOMER 3.1 Commencing on the Effective Date, Vendor grants Customer a perpetual, nontransferable, nonsublicensable and nonexclusive right and license to utilize all Programs and Software specified in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES in connection with its operation of the System. Such right and license shall continue in full force and effect unless and until terminated in accordance with this AGREEMENT. Title to, ownership of, and all rights and interests in,the Software shall remain at all times with Vendor. 3.2 The right and license granted to Customer hereunder entitles Customer to use the Programs licensed under this AGREEMENT and listed in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES,only for its own internal data-processing and computing needs, and Customer agrees to comply with and be bound by any restrictions pertaining to Third Party Software or confidentiality and other obligations contained in Third Party Licenses, as permitted under contract and by law. Customer agrees not to modify, adapt, translate, or create derivative works based on the Programs and shall not attempt to decompile, decrypt, extract, disassemble or otherwise reverse engineer the Programs. In furtherance of such limitation,Customer shall prohibit any persons other than Customer Personnel from using any components of the System. 3.4 Subject to the provisions of SECTION 14 - TERMINATION herein, the right and license granted to Customer hereunder,and all use of the Programs, shall automatically terminate upon any termination of this AGREEMENT. SECTION 4-OBLIGATIONS OF VENDOR In addition to any other obligations of Vendor set forth in this Agreement,Vendor shall: 4.1 Bear liability for all risk of loss or damage to all components the System,Equipment, or Programs suffered before delivery of such components to the Customer Premises. 3 4.2 Before commencing shipment of any of the Equipment or Programs, conduct a Test of the Equipment and Programs in order to confirm that the Equipment and Programs satisfy the System Specifications in all material respects. 4.3 Correct at the Vendor's Offices any Defect in the System revealed by the Test. 4.4. Treat any Trade Secrets of Customer as proprietary and confidential, and neither use, copy, or disclose, nor permit any Vendor Personnel to use, copy, or disclose such Trade Secrets, except as necessary to fulfill Vendor's obligations under this AGREEMENT. 4.5 Train Customer Personnel in the operation of the System in accordance with the terms and conditions stated in EXHIBIT D—INTELLITIME SYSTEM DELIVERABLES and EXHIBIT G—PROJECT PLAN AND DELIVERY SCHEDULE of this AGREEMENT. SECTION 5-OBLIGATIONS OF CUSTOMER In addition to any other obligations of Customer set forth in this AGREEMENT, Customer shall: 5.1 Until payment in full of the entire System Price, bear liability for all risk of loss or damage to any components of the System suffered after delivery of such components to the Customer Premises. 5.2 Furnish and make available the Customer Equipment and Customer Facilities as may be reasonably required and communicated in advance for installation, operation, or maintenance of the System and take such further action as may be required to help ensure that the Customer Facilities and Customer Equipment are completed and operable in accordance with EXHIBIT A—CUSTOMER PROVIDED EQUIPMENT and EXHIBIT B—CUSTOMER FACILITIES of this AGREEMENT, at least 2 days before the scheduled delivery of each Deliverable to the Customer Premises. 5.3 Grant to Vendor Personnel such reasonable and supervised access to the Customer Premises, including the System,Customer Facilities,and Customer Equipment,as may be necessary or appropriate for Vendor to perform its obligations under this AGREEMENT. SECTION 6-CUSTOMER PAYMENTS TO VENDOR 6.1 In consideration of Vendor's agreement to provide the System to Customer, deliver necessary documentation, train Customer Personnel, and render related services in accordance with this Agreement, Customer shall pay the System Price for the System in accordance with the Project Payment Schedule shown in EXHIBIT C—PAYMENT SCHEDULE of this AGREEMENT. Notwithstanding anything to the contrary herein,payment shall be due on Net 30 Terms when invoiced following the schedule listed in EXHIBIT C PAYMENT SCHEDULE of this AGREEMENT and Customer may not withhold payment during the Deliverable Acceptance Period or thereafter without breaching this Agreement and incurring the penalties in Section 6.5 herein. 4 6.2 In addition to the System Price,Customer shall duly report and pay all federal, state, local, and other taxes or other charges (other than income or franchise taxes payable by Vendor) directly applicable to the sale,installation,maintenance,or use of the System. 6.3 Customer shall reimburse Vendor for reasonable out of pocket expenses incurred by Vendor in the performance of its obligations hereunder,including,but not limited to travel expenses (including per diem charges) incurred in connection with remote installations of the System in accordance with EXHIBIT D—INTELLITIME SYSTEM DELIVERABLES. Vendor shall invoice Customer for such actual costs incurred and Customer payment of such costs shall be due within 30 days of receipt of invoice. 6.4 If installation of the System is delayed as a result of the unavailability,or incomplete or improper installation or operation of,the Customer Facilities or Customer Equipment, and such delay continues for more than 30 days after Vendor gives Customer notice of such delay, Customer shall reimburse Vendor for any documented and incurred direct costs and expenses incurred by Vendor as a result of such delay;provided,however,that Customer shall not be liable for any cost or expense attributable to (1) errors or omissions of Vendor with respect to its description of the Customer Facilities in EXHIBIT A—CUSTOMER PROVIDE EQUIPMENT and EXHIBIT B —CUSTOMER FACILITIES of this AGREEMENT,or(2)any delay in installation permitted in accordance with SECTION 13—FORCE MAJEURE AND EXCUSABLE DELAYS. 6.5 All amounts not disputed and remaining not paid by Customer within 45 days after such amounts become due and payable to Vendor shall bear interest at the lesser of ten percent(10%) per year or the maximum rate of interest allowed by applicable law. 6.6 If Customer disputes all or a portion of any invoice,Customer shall inform Vendor in writing of the nature of the dispute within 30 days after invoice receipt. The written notice must contain reasonable detail of the issues Customer contends are in dispute so that Vendor can confirm the issue and respond to Customer's notice within ten(10)business days with either a justification of the invoice,an adjustment to the invoice,or a proposal addressing the issues presented in Customer's notice. Vendor will,as applicable,work with the Customer as may be necessary to develop an action plan that outlines reasonable steps to be taken by each party to resolve any issues presented in Customer's notice. Vendor will resubmit an invoice with only undisputed amounts listed, and upon resolution of any items under dispute and outlined in an action plan,Vendor will resubmit those items on a separate invoice. If Vendor is unable to complete the action items outlined in the action plan because of Customer's failure to complete the items agreed to be done by Customer,then Customer will remit full payment of the invoice.Customer will not suspend delivery of services as a result of invoice(s)that are under dispute in accord with the terms above. SECTION 7—SHIPMENT AND DELIVERY 7.1 Equipment to be provided by Customer as specified in EXHIBIT A — CUSTOMER PROVIDED EQUIPMENT of this AGREEMENT shall be made available to Vendor at Customer Facilities as specified in EXHIBIT B—CUSTOMER FACILITIES within 45 days of the Effective Date. Upon receipt 5 of access to Customer Provided Equipment, Vendor shall commence installation and testing of the Programs. 7.2 Vendor shall arrange for delivery of each Deliverable to the Customer Premises prior to the date for installation of the applicable Deliverables specified in EXHIBIT D — INTELLITIME SYSTEM DELIVERABLES of this AGREEMENT. Unless Customer provides Vendor with specific shipping instructions, Vendor will select the carrier(s) and arrange for shipment. Promptly after making such arrangements, Vendor shall notify Customer of the name of the carrier, the date of shipment,and the scheduled date of arrival of such components at the Customer Premises. 7.2 Customer shall receive, unload, and store each Deliverable to the Customer Premises. However, Customer shall not uncrate or unpack such Deliverable without prior permission from Vendor. SECTION 8-INSTALLATION,TESTING,AND ACCEPTANCE 8.1 Vendor shall assemble and install each Deliverable at the Customer Premises within 45 days of the start of this Agreement,subject to extension pursuant to SECTION 13—FORCE MAJEURE AND EXCUSABLE DELAYS. Customer shall furnish, as part of Customer Equipment, all materials required for installation as described in EXHIBIT A — CUSTOMER PROVIDED EQUIPMENT of this AGREEMENT at least 2 days prior to the applicable installation date. 8.2 Following installation of each Deliverable at the Customer Premises, Customer shall commence the two Pay Period Parallel Test Deliverable Acceptance Period. If a Defect is reported to Vendor during the Deliverable Acceptance Period, Vendor shall use commercially reasonable efforts to repair or replace,at its sole option,any hardware or software causing such Defect to conform solely to the Specifications within a reasonable period of time. Upon completion of corrections of all reported Defects reported pursuant to this SECTION 8—INSTALLATION,TESTING, AND ACCEPTANCE with respect to a Deliverable and any associated re-testing and acceptance by the Customer, the Deliverable shall be deemed accepted by the Customer as documented in writing. 8.3 Upon receipt and acceptance by Customer of the Certificate of Installation,Vendor may invoice Customer for Payment 3 in accordance with EXHIBIT C — PROJECT PAYMENT SCHEDULE. 8.4 Upon receipt and acceptance by Customer of the Certificate of Installation, the initial term of the Maintenance and Support Agreement with Vendor shall commence in accordance with the terms and conditions stated in EXHIBIT H - ANNUAL MAINTENANCE AND SUPPORT of this AGREEMENT. SECTION 9-VENDOR WARRANTIES 9.1 Vendor warrants that the Vendor Equipment, at the time of Acceptance, will be new and free from Defects in material and workmanship. 6 9.2 Vendor warrants that upon delivery of the System to Customer and payment in full of the Purchase Price,Customer shall obtain good and marketable title to the Equipment,free from any lien or encumbrance (except for such liens and encumbrances as may be imposed by Customer's creditors by virtue of Customer's rights in the System). 9.3 Vendor warrants that it has the right and authority to grant Customer the right and license in the Software accorded under SECTION 3—PROGRAMS LICENSED TO CUSTOMER hereof and that Customer's use of the Software in accordance with this Agreement shall not infringe any third- party rights in any patent,copyright,or Trade Secret in the United States. 9.4 Customer's sole and exclusive remedy for any breach of warranty by Vendor shall be to require Vendor to repair or replace,at Vendor's option,any component of the System that contains a Defect so as to correct such Defect. 9.5 With the approval of Customer,which approval shall not be unreasonably withheld, Vendor may furnish suitable and durable substitute components to the extent any specified components of the System are not available because of short supply or other reasons. Any such substitution shall not affect Vendor's warranties or result in any material change in the System Specifications. 9.6 All warranties of Vendor and all obligations of Vendor under this SECTION 9 — VENDOR WARRANTIES are contingent upon Customer's use of the System in accordance with both this Agreement and any reasonable instructions provided to Customer in writing from time to time which will not limit the intended use of the System. 9.7 To the extent contractually and legally allowed,Vendor assigns to Customer all rights and benefits, if any, now or hereafter held by Vendor under warranties made or furnished by the manufacturers,suppliers,or vendors of all Vendor Equipment components procured by Vendor prior to resale. 9.8 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RESPECTING THE SYSTEM AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.9 The parties'liability to each other shall be limited to the purchase price of the System sold hereunder. In no event shall Vendor be liable for any indirect, exemplary, incidental, or consequential damages arising out of or otherwise relating to the use or performance of the System or any services provided hereunder, even if Vendor has been advised of the possibility or likelihood of such damages. 7 SECTION 10—CUSTOMER'S USE AND PROTECTION OF VENDOR'S TRADE SECRETS 10.1 IntelliTime represents that the Software is its valuable, proprietary information and that it maintains the Software as a Trade Secret. Customer agrees to use reasonable efforts to maintain the confidentiality of the Trade Secrets, subject to applicable law; provided, however, that should Customer and Vendor be unable at any time to reach an accord on a maintenance agreement applicable to the System,this SECTION 10—CUSTOMERS USE AND PROTECTION OF VENDOR'S TRADE SECRETS shall not prohibit Customer from retaining outside contractors to maintain or repair the System and disclosing to such contractors, in confidence, such information as is necessary to enable them to maintain or repair the System. 10.2 Customer acknowledges that any use or disclosure of Vendor's Trade Secrets by Customer or Customer Personnel in a manner not authorized by this Agreement would likely cause Vendor irreparable damage that could not be fully remedied by monetary damages. Customer therefore agrees that Vendor shall have the right to request such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary or appropriate to prevent such unauthorized or unlawful action where legally justified. 10.3 The provisions of this SECTION 10—CUSTOMERS USE AND PROTECTION OF VENDOR'S TRADE SECRETS shall survive termination of this AGREEMENT. SECTION 11—VENDOR GENERAL INDEMNIFICATION AND INDEMNIFICATION FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS 11.1 General Indemnification.Vendor shall,at its sole expense,defend,indemnify,and hold harmless Customer and its officers,agents,and employees,from any and all claims,actions, suits,liability,loss,costs,attorney's fees,costs of litigation,expenses, injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Vendor,Vendor's agents,subcontractors,subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. It is further specifically and expressly understood that the Indemnification provided herein constitutes the Vendor's waiver of immunity under Industrial Insurance,Title 51,RCW,solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 11.2 Indemnification for Infringement of Intellectual Property Rights. Vendor agrees to defend,indemnify,and hold harmless Customer from and against any claim,suit,demand,or action alleging that the Software infringes a U.S. patent or copyright, or any Trade Secret, or any other intangible property rights of any third party;provided,however,that(1)Customer shall give Vendor prompt written notice of such action and all prior claims relating thereto; (2) Customer shall fully cooperate with Vendor in the defense and settlement of such action;(3)Vendor shall have sole control 8 of the defense of such action and all negotiations for its settlement or compromise; and(4) Vendor shall keep Customer informed and fully advised of status and disposition of such action. 11.3 If a temporary or a final injunction is obtained against Customer's use of the Software by reason of an infringement of a U.S. patent, copyright, Trade Secret, or other intangible property right,Vendor will,at its option and expense,either: 1. Procure for Customer the right to continue to use the Software;or 2. Replace or modify for Customer the Custom Software so it no longer infringes such patent,copyright,Trade Secret,or other intangible property right,so long as the utility or performance of the System is not materially impaired and the System continues to conform to the System Specifications in all material respects. 11.4 Vendor shall have no liability to Customer for any infringement action that is based upon or arises out of the use of the System or any component thereof in combination with any other system,equipment,or software that is: 1. Not referred to in EXHIBIT D — INTELLITIMES SYSTEM DELIVERABLES of this AGREEMENT or otherwise furnished by Vendor as part of the System; 2. Not approved by Vendor in writing;or 3. Inconsistent with the intended use of the System and its components. 11.5 This SECTION 1 1 —VENDOR INDEMNIFICATION FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS sets forth the exclusive remedy of Customer against Vendor with respect to any action or claim for alleged infringement of any patent, copyright, Trade Secret or other intangible property right involving the System or any component thereof. 11.6 Insurance. IntelliTime shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the services performed under the Agreement. IntelliTime's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of IntelliTime to the coverage provided by such insurance, or otherwise limit the Client's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance lntelli'1'ime shall obtain insurance of the types and coverage described below: 1. Automobile Liability insurance covering all owned,non-owned,hired and leased vehicles. Coverage shall be written at least as broad as an industry accepted form. 2. Commercial General Liability insurance shall be at least as broad as an industry accepted form and shall cover liability arising from premises,operations,and personal injury and advertising injury. IntelliTime shall include Client as an additional insured under IntelliTime's 9 Commercial General Liability insurance policy with respect to claims arising out of or relating to the Agreement. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Technology Errors&Omissions(E&O) 5. Network Security(Cyber)and Privacy Insurance B. Minimum Amounts of Insurance The Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per claim. 2. Commercial General Liability insurance shall be written with limits no less than$1,000,000 each occurrence,$2,000,000 general aggregate. 3. Technology Errors&Omissions(E&O)shall be written with limits no less than$1,000,000 per claim and$1,000,000 policy aggregate limit. 4. Network Security(Cyber)and Privacy Insurance shall be written with limits no less than $2,000,000 per claim$2,000,000 policy aggregate for network security and privacy coverage. C. Other Insurance Provisions-IntelliTime's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. IntelliTime's insurance coverage shall be primary insurance with respect to the Client for claims arising out of or relating to the Agreement.Any insurance, self-insurance,or self- insured pool coverage maintained by Client shall be in excess of IntelliTime's insurance and shall not contribute with it. 2. IntelliTime shall provide Client with written notice of any policy cancellation within thirty days of their receipt of such notice. 3. If IntelliTime maintains higher insurance limits than the minimums shown above, Client shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by IntelliTime,irrespective of whether such limits maintained by IntelliTime are greater than those required by this Agreement or whether any certificate of insurance furnished to the Client evidences limits of liability lower than those maintained by IntelliTime. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-:VII. E. Evidence of Coverage.As evidence of the insurance coverages required by this Agreement, IntelliTime shall furnish the Client with copies of certificates of insurance and a copy of the blanket endorsements, including but not necessarily limited to the additional insured endorsement,evidencing the insurance requirements of the Agreement before commencement of the work. 10 SECTION 12—FORCE MAJEURE AND EXCUSABLE DELAYS 12.1 Neither party shall be liable for any costs or damages attributable to nonperformance (including delays on the part of Vendor in making deliveries hereunder)arising out of any "Event of Force Majeure," which shall consist of any cause not within its reasonable control and not due to its fault or negligence. 12.2 Each party shall give the other party prompt notice of the occurrence of any Event of Force Majeure that is expected to cause delay hereunder, and the date of performance by any such party shall be extended for a period not exceeding the period of delay caused by the Event of Force Majeure identified in such notice. 12.3 Unless the performance by either party of its obligations under this Agreement is delayed by the occurrence of an Event of Force Majeure for a period of more than one year(and such delay is excused under the foregoing provisions),no Event of Force Majeure shall excuse permanent nonperformance, but shall excuse only delays in performance and only to the extent that such delays are directly attributable to such cause. Should any Event of Force Majeure delay performance for a period of more than one year,either party may terminate and rescind this AGREEMENT upon notice to the other party. 12.4 Notwithstanding any other provision in this AGREEMENT to the contrary: 1. Neither party shall be liable for any delay or failure in the performance of its obligations under this AGREEMENT that directly results from any failure of the other party to perform its obligations as set forth in this AGREEMENT;and 2. Failure by Customer to make any undisputed payment to Vendor within 45 business days after the date such payment becomes due under this Agreement shall, if Vendor so elects and notifies Customer in writing to that effect,postpone the date of Vendor's subsequent performance or deliveries by such period of time as Vendor may reasonably require in light of such delinquency. Section 13 - Termination 13.1 Either party may terminate this Agreement at any time by giving written notice, effective immediately,upon the occurrence of either of the following events: 1. The other party fails to discharge any obligation or remedy any default under this AGREEMENT for a period of more than 60 days after the aggrieved party has given such party written notice of such failure,but only if such failure has not been remedied at the time the aggrieved party gives such notice of termination or is the result of any condition anticipated under SECTION 12—FORCE MAJEURE AND EXCUSABLE DELAYS; or 2. The other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or 11 reorganization pursuant to the bankruptcy laws. 13.2 In the event Vendor rightfully terminates this Agreement pursuant to SUBSECTION 13.1, ITEM 2, prior to Final Acceptance, Vendor shall retain all monies paid to Vendor pursuant to this AGREEMENT and shall be entitled to payment of all monies outstanding as of the date of termination. 13.3 In the event of any termination of this Agreement by Customer pursuant to SUBSECTION 14.1,ITEM 1,prior to the shipment of any Vendor Equipment or Programs to the Customer Premises: 1. Vendor will refund to Customer,within 30 days after such termination,any portion of the Purchase Price theretofore received by Vendor from Customer;and 2. Upon such refund,all right,title, and interest in and to all Equipment and Programs (to the extent title may previously have passed to Customer)shall immediately revert to Vendor without further action by either party. 13.4 If this AGREEMENT is terminated in accordance with SUB-SECTION 14.1 hereof,the right and license granted to Customer pursuant to SECTION 3—PROGRAMS LICENSED TO CUSTOMER hereof, but only as it pertains to those components of the Vendor Equipment retained by Customer as to which Customer has paid the corresponding portion of the System Price,shall continue for so long as Customer operates the System in a manner consistent with the provisions of SECTION 3—PROGRAMS LICENSED TO CUSTOMER and SECTION 11 — VENDOR INDEMNIFICATION FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS hereof. 13.5 Except as provided in SUB-SECTION 13.4 hereof, upon termination of this Agreement, all rights and licenses granted to Customer hereunder shall terminate and Customer shall immediately cease use of the Programs. Customer shall, immediately upon such termination, return to Vendor all copies of the Programs, and Customer shall certify to Vendor that it has retained no copies of such Programs. 13.6 In the event that, during the terms of this Agreement,funds are not appropriated for the payment of the Customer's obligations hereunder, the Customer's rights and obligations herein shall terminate on the last day for which an appropriation has been made. SECTION 14-DISPUTE RESOLUTION 14.1 Negotiation. In the event a dispute arises over the interpretation or application of any provision of this AGREEMENT or the grounds for termination,the parties shall meet within ten (10)working days of a request by one or both parties to resolve the dispute by negotiation. The parties shall act through the appropriate officers with full decision-making authority to promptly resolve the matter in good faith with a cooperative,problem-solving approach. If within ten (10) working days after the first meeting, the parties have not resolved the dispute, either party may request that they extend the time for negotiation for fifteen(15) additional working days with the objective of achieving final resolution. 12 14.2 Mediation. In the event a dispute exists relating to the interpretation or performance of this AGREEMENT or the grounds for its termination and after compliance with the negotiation required in SUBSECTION 14.1,the parties shall enter into mediation in accordance with SUBSECTION 14.2. The party requesting mediation of the dispute must notify the other party in writing of the requesting party's intent to seek mediation by a third-party who is an expert ("Expert") in the subject and technology under dispute. Each party must, within fifteen (15) working days after such notification, submit its position regarding the dispute in writing to the other party. If within fourteen(14)days after each party has submitted its position to the other the dispute is not resolved, the parties shall mutually select an independent Expert in a joint letter of appointment to the Expert. The Expert shall render a written decision containing an analysis and explanation of the decision within fifteen (15) working days or, where necessary, twenty (20) working days of his/her receipt of the joint letter of appointment from the parties.A party may not unreasonably withhold consent to the selection of an Expert.Any person who is a current or former employee, agent, representative, shareholder or subsidiary of either party, or relative of one, or a current or former consultant for either party or relative of one, is not eligible to serve as the Expert. The parties shall share equally the costs of the Expert and the mediation. 14.3 Post-Mediation Alternative. If the parties are not able to resolve the dispute through mediation in SUBSECTION 14.2, they may agree to use another form of alternative dispute resolution including arbitration.The parties shall share equally the costs of the arbitrator. 14.4. Confidentiality. All discussions and documents prepared pursuant to the attempt to resolve a dispute under SECTION 14—DISPUTE RESOLUTION are confidential and for settlement purposes only and shall not be admitted in any court or forum as an admission or otherwise against a party for any purpose including the applicability of Federal and State court rules. 14.5. Statute of Limitations. The parties agree to toll any applicable statutes of limitations during the pendency of any of the above dispute resolution proceedings. 14.6. Judicial Remedies. Nothing in this SECTION 14 — DISPUTE RESOLUTION will prevent any party from seeking equitable remedies in a judicial proceeding if interim relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury to that party or others. SECTION 15-MISCELLANEOUS 15.1 Except as specifically stated in this AGREEMENT,neither this AGREEMENT nor any of the rights, interests or obligations of either party shall be assigned or delegated without the prior written consent of the other party which consent shall not be unreasonably withheld. Any unauthorized assignment or delegation shall be null and void. Notwithstanding the foregoing, either party may assign or otherwise transfer its rights and obligations to any entity controlling, controlled by or under common control with a party hereto,or to successors in interest(whether by purchase of 13 stock or assets,merger,operation of law,or otherwise)of that portion of its business related to the subject matter hereof. 15.2 Any notice permitted or required under this AGREEMENT shall be deemed given when mailed by certified mail,postage prepaid, or when dispatched by telex or cablegram (and followed by a written confirmation mailed by certified mail, postage prepaid, within 24 hours after such dispatch). Mail shall be addressed as follows: c/o Phil Hermann, 10210 E Sprague Ave, Spokane Valley,WA 99206 and IntelliTime Systems Corporation do Dennis Peters 1118 E. 17th Street, Santa Ma, California 92701 or to either party at such other address as it shall have notified the other pursuant to this SUBSECTION 15.2. 15.3 This AGREEMENT constitutes the entire agreement between Vendor and Customer with respect to Vendor's development,installation,and maintenance of the System for Customer 15.4 This AGREEMENT shall be governed by and construed and enforced in accordance with the laws of the State of Washington. 15.5 In the event of any dispute the parties submit to the personal jurisdiction and venue of the courts located in the Orange County,California. 15.6 This AGREEMENT and all matters arising out of or relating to this AGREEMENT,will be governed by, and construed and enforced in accordance with the internal laws of the State of Washington without regard to its conflicts of laws rules.Any action at law,suit in equity or other judicial proceeding arising out of this AGREEMENT must be instituted and maintained only in a court of competent jurisdiction located in Orange County,California. 15.7 In performing their respective duties under this AGREEMENT, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association,partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section. 15.8 Vendor Personnel will work exclusively for Vendor and will not,for any purpose,be considered employees or agents of Customer. 15.9 All amendments or modifications of this AGREEMENT will be binding upon the parties despite any lack of consideration so long as the same will be in writing and executed by each of the parties hereto. It is expressly understood that no usage of trade or other regular practice or method of dealing between the parties hereto will be used to modify,interpret,supplement or alter in any manner the express terms of this AGREEMENT or any part hereof. 15.10 No waiver of any provision of this AGREEMENT or any rights or obligations of either party hereunder will be effective,except pursuant to a written instrument signed by the party waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing. 14 15.11 In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this AGREEMENT (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties,while the remainder of the AGREEMENT will remain in full force and effect. 15.12 This AGREEMENT has been negotiated by the parties and their respective counsel. This AGREEMENT will be fairly interpreted in accordance with its terms and without any strict construction against either party. Any ambiguity will not be interpreted against the drafting party. 15.13 This AGREEMENT may be executed in separate counterparts and shall become effective when the separate counterparts have been exchanged between the parties. 15.14. Each party acknowledges that the other party's employees are critical to the servicing of its customers. Each party agrees not to employ or otherwise engage the other party's employees for a period of two (2) years following any employee's last involvement in the performance of this AGREEMENT without the other party's written consent. Should a party violate this provision,the hiring party will pay the other party an amount equal to fifty percent(50%)of the former employee's new annual salary provided by the hiring party. Such payment shell be made within 30 days of the hiring and the amount shall be verified by the hiring party at the conclusion of one year's employment. Such payment shall be the other party's sole remedy with respect to the hiring party. However, such payment does not restrict the other party's rights or remedies as they relate to such former employee. 15.15 Unless and until otherwise designated in writing by Vendor or Customer,as the case may be,the project leader for Vendor is .The project leader for Customer is Phil Hermann. All discussion involving the development of the System will be conducted by these persons,or their designees, and any agreement regarding the Customer Facilities and System Specifications and any changes thereto will be documented in writing with these two people, or their designees, as joint signatories. The project leader for Customer shall have decision making authority with respect to all aspects of this AGREEMENT and shall specifically be authorized to, among other things, grant Final Acceptance of the System,negotiate changes to the project schedule and approve change orders. 15.16 All payments to Vendor under this AGREEMENT shall be payable in the U.S.dollars and shall be net of any and all taxes, withholdings, set-offs or deductions of any nature. In the event that,by prevailing laws of the territory in which Customer operates,any withholding or other tax may become necessary, Customer shall pay on its own account such taxes directly to the tax authorities of the territory. SECTION 16—COOPERATIVE PURCHASING 16.1 Both the Customer and IntelliTime Systems Corporation agree to offer the products and services listed herein, which were obtained by public competitive bidding, to other Public Institutions in the State of Washington, including State Agencies, Counties, Cities, School 15 Districts,Public Hospitals,Transportation Agencies and Water Districts under the same terms and conditions of this agreement. Any qualified organization seeking to use this contract as a vehicle for a similar project shall enter into a separate contract between IntelliTime and the using organization,that is completely separate from this agreement. The Customer will not be a party to any derivative agreements nor liable for any outcome that results from such agreements. SECTION 17-EXHIBIT LIST EXHIBIT A—CUSTOMER PROVIDED EQUIPMENT EXHIBIT B—CUSTOMER FACILITIES EXHIBIT C—PROJECT PAYMENT SCHEDULE EXHIBIT D—INTELLITIME SYSTEM DELIVERABLES EXHIBIT E—SYSTEM SPECIFICATIONS EXHIBIT F—THIRD PARTY LICENSES EXHIBIT G—PROJECT PLAN AND DELIVERY SCHEDULE EXHIBIT H—ANNUAL SUPPORT AND MAINTENANCE EXHIBIT I-CERTIFICATES IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized rate officers as of the day and year first above written. INTELLITI YSTE 0 ORATION CUSTOMER By: By: 0/��--- Signature Signature Name: Dennis Peters Name: John Hohman Title: PresidTit Title: City Manager Date: O Ir d Date: it-IS-L2 Attest: �� A`OCI-jr;1 City Clerk 16 EXHIBIT A-CUSTOMER PROVIDED EQUIPMENT Customer will make available a Firewall to facilitate the connection between the IntelliTime Rackspace Hosted SaaS environment and the City network to securely exchange data interface files between the IntelliTime system and the City's Eden ERP Solution. 17 EXHIBIT B—CUSTOMER FACILITIES The software is to be accessed by City networked computers installed on various computers located at various facilities in the City of Spokane Valley,WA. 18 EXHIBIT C-PROJECT PAYMENT SCHEDULE Project Payment Schedule—should include delivery dates,milestone payment dates and amounts,training provisions and terms of maintenance and service agreement. Contract Signing and Delivery of 25% Hosted Environment $23,900.00 Project Planning, Initial Knowledge Transfer,System Configuration and $28,680.00 30% Test Plan Table of Contents Training—Completion of Administrator,user Supervisor Initial 20% Training $19,120.00 Testing—Two Pay Period Parallel 15% Test Complete $14,340 Final Acceptance—Two Pay $9,560.00 10% Periods Live Total $95,601.00 19 EXHIBIT D-INTELLITIME SYSTEM DELIVERABLES 20 W a 0 N 0 p 0 .�. g 0 N O 7 0 W Iq K M M= A C GC Q 6 N O O a C pp 7 �j p, N Y C C N e . w g w w 2 3 oa N S S 0 S 0 g d t w w w o 0 co 0 O) .c a O1 m R m v�i = 0774 N _ O _ .2 .G ? w x g S m w a w ayy w q w c¢ k 7 b a N 0 N C O Cr s O w • T _ v a aj pp m ro S. a a r. 0 e o m a y a m¢ $ y Ti o 8 =0 a Ex' ot O II U I1:1i! : J11 o O) N N T m S E a E 1 $ O . w rn We Ei ta NE >.',-3sB E agA Oh a°p, 3.g'ag'� a. 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CO C Q 0 ♦ — O 7 N C fYN- (n N C V E > > > 7 c rn � o � CO .0 t t C m a CO CO CO CO 7 C C C 2 p • • .1 : . • • • a7 N E y u C N a H E E HCl) coco ' a` til 1 a) 'o 3 E o aa)) as U m Z Y N of C co I— Y O("NIa • m I C O N C m m 7 U� -o t 0 O a) m in a) - ao EXHIBIT H-ANNUAL SUPPORT AND MAINTENANCE 24 Software License and Annual Support Agreement IntelliTime Systems Corporation Software License and Annual Support Agreement SOFTWARE LICENSE AGREEMENT made this day of , by and between IntelliTime Systems Corporation, incorporated under the laws of the State of California, USA ("Licensor") and the City of Spokane Valley, formed under the laws of the State of Washington "Licensee"). Licensee desires to license certain software programs owned by Licensor for Licensee's own internal use, and Licensor is willing to grant Licensee such a license, subject to the terms and conditions of this Agreement. In consideration of the license fees to be paid hereunder and for other good and valuable consideration, the parties agree as follows: 1. GRANT OF LICENSE . Licensor grants to Licensee and Licensee accepts, on the terms and conditions set forth herein, a nontransferable, nonexclusive right to use the software programs identified on the attached Schedule 1 ("Programs") and the accompanying end user documentation (the "Documentation"; the Programs and the Documentation are collectively referred to herein as the "Software"). Each copy of a Program licensed under this Agreement may only be installed and used on one server at a time, and the Program may only be accessed at any one time by the number of users for which Licensee has paid a license fee. Additional Software may be added to this Software License Agreement through additional Schedules approved by both Licensor and Licensee. 2. DELIVERY AND PAYMENT . Licensor shall supply the number of copies of each of the Software listed on the attached Schedule 1 and Licensor will invoice Licensee for the License Fees indicated on the attached Schedule 1. License Fees are exclusive of shipping charges and any federal, state, provincial or local taxes, including any VAT or other withholdings, imposed on this transaction,the License Fees, or on Licensee's use or possession of the Software, all of which shall be paid by Licensee without deduction from the License Fees. Licensee agrees to pay any invoice in full within 10 days of receipt by wire transfer to Licensor's bank pursuant to the wiring instructions set forth on Schedule 1. All prices and payments are in U.S. dollars unless otherwise indicated. 3. USE OF THE SOFTWARE . 3.1. Restrictions on Use . The license granted by Licensor to Licensee to use the Software is subject to the following restrictions: 3.1.1 The Software may be used only by Licensee for its internal business purposes and only for the direct benefit of Licensee. 3.1.2 The Software may be used at any point in time only by the number of persons for whom a license fee has been paid, as specified on Schedule 1; all such use may only be by those persons using the Software for the benefit of Licensee in the course and scope of their employment. Licensee shall be provided with a security code to permit use of the Software by the number of users for whom a license fee has been paid. Software License and Annual Support Agreement IntelliTime Systems Corporation 3.1.3 Licensee shall use the Software only in its original form, and shall not modify, reverse compile, reverse engineer, disassemble, or translate the Software, except to the extent necessary to permit interoperability between the Software and other software programs, nor shall Licensee create any derivative works or otherwise use the Software except as specifically permitted in this Agreement. 3.1.4 Licensee shall not rent, lease, sublicense, allow access to, or transfer the Software to any other party, by operation of law or otherwise. 3.1.5 Licensee will not export or re-export the Software without first having obtained the appropriate United States or foreign government export licenses; provided, however, that in no event may Licensee export the Software to any country to which export is prohibited by the United States, or to any country which is not a member of either the Universal Copyright Convention or the Berne Convention (a "Member Country"); provided, that any export to a Member Country is only permitted if such Member Country recognizes copyright protection for software. 3.2. Security Devices . Upon delivery of the Software, Licensor will provide to Licensee one or more authorization codes, which codes will allow the Software to be activated and to allow as many users as for which Licensee has purchased licenses to use the Software. Upon payment of additional license fees, Licensee shall be provided with one or more additional authorization codes that will allow for additional users. Licensee will not attempt to defeat, modify, copy, work around or duplicate any security devices protecting the Software. 3.3. Proprietary Rights . The Software is copyrighted material under the laws of the United States and international treaty provisions. Notwithstanding the copyright, the Software contains trade secrets and confidential information of Licensor. Licensee may make a reasonable number of copies in machine-readable form of the Program which is part of the Software, provided that the copies are used only for back-up or archival purposes and that all copies contain the original copyright notice and all proprietary legends. In addition, Licensee may make the same number of copies of the Documentation as the number of concurrent users for which Licensee has paid a license fee; provided that all copies of the Documentation contain the original copyright notice and all proprietary legends. No other copies may be made of the Software, the Documentation or any part thereof, except as specifically permitted herein. Licensee agrees to not publish documentation, training videos or other materials that contain screens, reports or other representations of our user interfaces except through the IntelliTime Help Interface provided, within our application. In no instance can our proprietary documentation, or derivative works that include IntelliTime copyrighted materials be published on public websites, including social media such as Youtube.comTM for example. 3.4. Protection of Software . Licensee acknowledges that Licensor represents that the Software and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of Licensor. Licensee further acknowledges that Licensor represents that the Software, including the source and object codes, logic and structure, constitute valuable trade secrets of Licensor. Licensee agrees to secure and protect the Software consistent with the maintenance of Licensor's rights in the Software, as set forth in this Agreement. Except as expressly permitted herein, Licensee agrees not to disclose or otherwise make available any part Software License and Annual Support Agreement IntelliTime Systems Corporation of the Software to any third party on any basis. By accepting this License, Licensee does not become the owner of the Software; Licensor retains all right, title and interest in and to the Software. This section shall survive any termination of this Agreement. 4. TERM OF AGREEMENT. 4.1. Term and Termination . This Agreement is effective from the date on which Licensor accepts it after execution by Licensee, and shall remain in effect until terminated. Licensee may terminate this Agreement: (a) at any time upon written notice to Licensor or (b) thirty (30) days after written notice to Licensor in the event that Licensor breaches any provision of this Agreement and has not cured such breach within the thirty (30) day period. Licensor may terminate this Agreement: (a) at any time upon written notice to Licensee in the event of any breach of Section 3 hereof or (b) thirty (30) days after written notice to Licensee in the event that Licensee breaches any provision of this Agreement other than Section 3 hereof and has not cured such breach within the thirty (30) day period. 4.2. Actions to be Taken Upon Termination . Upon termination Licensee shall immediately discontinue use of and return all complete or partial copies of Software, in whatever form or media, and shall delete the Software from its computer libraries. 4.3. Effect of Termination . Termination of this Agreement shall not bar Licensor from seeking any other remedy it may have available against Licensee for breach of the Agreement. Licensee shall hold Licensor harmless for any loss or other consequences of a termination of the License under this Article 4. 5. WARRANTY. 5.1. Limited Warranty . Licensor warrants that the Programs licensed to Licensee hereunder, if properly Installed and used, shall materially conform to the specifications set forth in the accompanying Documentation for a period of three (3) months from the date of shipment of the Software to Licensee (hereinafter the "Warranty Period"). Licensee shall promptly notify Licensor in writing upon the discovery of any non- conformance. Licensor shall correct any such non-conformance of which it has been properly notified within the Warranty Period, through the means it determines to be most appropriate, whether by telephone instructions, the issuance of updating documentation, corrective code, or other methods. Any replacement of Software shall be effected only after the return of the non-conforming Software to Licensor. 5.2. Notwithstanding the warranty provisions above, Licensor shall have no warranty obligations with respect to any part or parts of the Software which have been damaged in transit or by improper installation or operation, or by misuse, abuse or negligent use or repair or alteration or improper storage or which have been damaged by use which does not conform to the specific or general instructions of Licensor or to the provisions of the Documentation, or if Licensee or any third party has modified or attempted to modify the Software or if the damage has occurred due to causes external to the Software, or if the Software has been subjected to an extreme power surge or electromagnetic field, whether or not through the fault of Licensee, or if Licensee has refused to implement software changes recommended by Licensor. 5.3. THE WARRANTY SET FORTH ABOVE SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER LIABILITIES, OBLIGATIONS,CONDITIONS AND/OR WARRANTIES, EXPRESSED Software License and Annual Support Agreement IntelliTime Systems Corporation OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED AND/OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE), AND LICENSEE HEREBY WAIVES ALL OTHER RIGHTS, OBLIGATIONS AND/OR WARRANTIES AND ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. LICENSOR MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR WITHOUT INTERRUPTION. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE OTHER THAN AS SPECIFIED IN THE DOCUMENTATION 6. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT AND CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OF THE ATTACHMENTS HERETO, OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything herein to the contrary, the maximum aggregate amount of money damages for which Licensor may be liable to Licensee under this Agreement, resulting from any cause whatsoever, shall be limited to the amounts actually paid by Licensee to Licensor under this Agreement. 6.1 Patent and Copyright Infrincaement -To the extent of any limited liability expressed in the contract, IntelliTime Systems Corporation agrees to indemnify, defend, and hold harmless, not excluding the Licensee' right to participate, the Licensee from any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorney's fees and expenses, arising out of any claims of infringement by the contractor of any United States Patent or trade secret, or any copyright, trademark, service mark, trade name, or similar proprietary rights conferred by common law or by any law of the United States or any state said to have occurred because of systems provided or work performed by IntelliTime Systems Corporation, and, IntelliTime System Corporation shall do what is necessary to render the subject matter non- infringing in order that the Licensee may continue its use without interruption or otherwise reimburse all consideration paid by the Licensee to IntelliTime Systems Corporation. 7. SUPPORT AND MAINTENANCE TERMS AND CONDITIONS. 7.1. Provision of Support and Maintenance . Licensee may elect to purchase support and maintenance for the Software as described in this Section 7 by paying Licensor the applicable Maintenance Fees described in herein. 7.2. Term of Maintenance . Licensor agrees to provide Maintenance (as defined herein) to Licensee pursuant to the terms and conditions set forth herein provided that Licensee pays the Maintenance Fee for each Software product for which Maintenance is desired as further described in Section 7.6 below. The remaining portion of the calendar year after the effective date of this Agreement is the first "Maintenance Software License and Annual Support Agreement IntelliTime Systems Corporation Period" hereunder; each one-year period thereafter beginning on January 1 during the term of this Agreement for which Licensee has paid the applicable Maintenance Fee is a subsequent "Maintenance Period." 7.3. Maintenance Services . In exchange for the Maintenance Fee, Licensor agrees to provide to Licensee during the term of this Agreement support and maintenance (collectively "Maintenance") as follows: 7.3.1. Support - - Licensor will provide telephone support to Licensee for current versions of the Software between the hours of 8:30 a.m. and 8:30 p.m., EST, Monday through Friday, excluding holidays. Licensor will investigate all questions and problems of Licensee promptly. Licensee agrees to provide adequate information to Licensor to assist in the investigation and to confirm that any problems have been resolved. 7.3.2. Maintenance -- Licensor will supply to Licensee, at no additional charge, any improvements, upgrades, or modifications to the Software that Licensor makes generally available. Any such improvements, upgrades, or modifications shall become part of the Software for all purposes of this Agreement. The professional service hours required to install the software and/or new features provided under this section is included in the annual support maintenance and support fee. Licensee agrees to install and test up to two upgrades per year on customer's server. Major upgrades such as to new server hardware, operating systems or database versions and significant changes to the Financial or Payroll software interfaces and substantial reconfigurations of rules are not covered under the annual support agreement. These services will be quoted and billed at our then current rates. No billable work will be started without the Licensee's written consent in advance. The Software that the Licensor makes uses and or integrates with third-party software for example Microsoft SQL Server, Microsoft SQL Server Reporting Services, Financial and Payroll systems, etc. The Licensor is not responsible for providing support for third-party software as such is part of the Licensee's infrastructure as further explained in the 7.5 Exclusions. For example, the Licensor provides reports that require Microsoft SQL Server Reporting Services. The Licensor is responsible for providing support for these reports, whereas the Licensee is responsible for supporting Microsoft SQL Server Reporting Services. If the Licensee creates reports for Microsoft SQL Server Reporting Services that run in the Licensor's Software, the Licensee is fully responsible for development and support of those reports and supporting Microsoft SQL Server Reporting Services. 7.3.2 Licensee acknowledges and agrees that the Maintenance to be provided by Licensor hereunder is limited to the most current version of the Software and the immediately preceding version. 7.4. Training . Licensee may purchase training from Licensor at Licensor's then current fees for training. The date and time of the training shall be scheduled by Licensor. All travel, living, and other out-of-pocket expenses incurred by Licensee's employees will be paid by Licensee. Software License and Annual Support Agreement IntelliTime Systems Corporation 7.5. Exclusions . Licensor's obligation to provide Maintenance is contingent upon proper use of the Software. Moreover, Licensor shall be under no obligation to provide Maintenance should such services be required due to (a) damage occurring in transit; (b) improper installation or operation by Licensee; (c) misuse, abuse or negligent use, repair, alteration or improper storage or any use which does not conform to the specific or general instructions of Licensor or to the provisions of the Documentation; (d) any modification or attempted modification of the Software by Licensee or any third party; (e) causes external to the Software or if the Software has been subjected to an extreme power surge or electromagnetic field, whether or not through the fault of Licensee; or (f) Licensee's failure or refusal to implement software or infrastructure changes recommended by Licensor. Licensee is responsible for maintaining their infrastructure and handling any support that arises for such. Infrastructure encompasses hardware and software including but not limited to Microsoft SQL Server, Microsoft SQL Server Reporting Services, Microsoft Windows, VMWare, Hyper-V, Anti- Virus and security software/hardware, patching software, networks and network devices (switches, firewalls, web application firewalls, proxies and reverse proxies, internet service devices), hardware and virtual servers and their components, storage devices, etc. If the Licensee does not meet the requirements and recommendations made by the Licensor on their infrastructure, the Licensee is subject to hourly support costs (outside of this maintenance agreement) at the Licensor's then current hourly rates for any related cases that arise, and time spent by the Licensor. 7.6. Consideration . In payment of the services to be provided by Licensor hereunder, Licensee shall pay Licensor on an annual basis 20% of the then current license fee for each Software program listed on Schedule 1 of this Agreement or such of those Software programs for which Licensee wishes to continue Maintenance ("Maintenance Fee"). Licensor shall invoice Licensee for Maintenance Fees annually, unless either party terminates Maintenance for a subsequent Maintenance Period as provided herein. In addition, Maintenance shall be discontinued for any Maintenance Period for which Licensee fails to pay Licensor's invoice within ten (10) days after the date of the invoice. All payments to Licensor under this Agreement shall be payable in the U.S. dollars and shall be net of any and all taxes, withholdings, set-offs or deductions of any nature. In the event that, by prevailing laws of the territory in which Licensee operates, any withholding or other tax may become necessary, Licensee shall pay on its own account such taxes directly to the tax authorities of the territory. 7.7. Termination . In addition to the rights of Licensor to terminate Maintenance for Licensee's failure to pay Maintenance Fees when due, either party may terminate Maintenance hereunder by so notifying the other party at least thirty (30) days prior to the start of any Maintenance Period. Licensor may terminate the Maintenance for any Software provided it notifies Licensee of such termination at least ninety (90) days prior to such termination and it refunds to Licensee a pro-rated portion of the prepaid Maintenance Fee for such Software. Licensor may terminate Maintenance without notice or refund if this Agreement is terminated. Termination of Maintenance hereunder shall not in and of itself terminate this Agreement. 8. MISCELLANEOUS PROVISIONS . 8.1. Assignment . Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferrable by Licensee, and any purported assignment or transfer shall be null and void. Software License and Annual Support Agreement IntelliTime Systems Corporation 8.2. Severability . If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. 8.3 Breach . No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute a consent to, waiver of, or excuse for any other different, continuing, or subsequent breach. 8.4 Entire Agreement . This Agreement and the Schedules and attachments hereto constitute the entire agreement between the parties concerning the Software and supersede all prior agreements, whether written or verbal, between the parties. No purchase order, other ordering document or any other document which purports to modify or supplement this Agreement or any Schedule or attachment hereto shall add to or vary the terms and conditions of this Agreement unless executed by both Licensor and Licensee. No amendment shall be considered to have been made to this Agreement unless it is in writing and is executed by both of the parties. 8.5 Governing Law . The parties agree that this Agreement shall be governed and construed by the laws of the State of Washington, USA. Licensee hereby submits to the jurisdiction and venue of the federal courts of the State of Washington, USA. IntelliTime Systems Corporation Hosting Services System Availability Service Standards ("SASS") IntelliTime Systems Corporation provides this SASS subject to the terms and conditions below,which will be fixed for the duration of the initial term of the Service subscription. If a Service subscription is renewed,the version of this SASS that is current at the time the renewal term commences will apply throughout the renewal term. A. Monthly Service Level a. The Service Level is 99.9%(average of 43 minutes month) b. The Monthly Uptime Percentage is calculated for a given calendar month using the following formula: Monthly Uptime Percentage=(Total number of minutes in a given calendar month- Total number of minutes of Unplanned Downtime in a given calendar month)/Total number of minutes in a given calendar month B. Service Resumption a. Should the Service Level fall below 99.9%for a given month, IntelliTime Systems Corporation will take immediate action to correct issues causing the service level violation. b. IntelliTime Systems Corporation will work directly with customers submitting Service Disruption Claims,at no charge,with Service Assistance including dedicated additional processing or data entry that was the result of service disruption. C. Service Disruption Claims a. Customer must provide all reasonable details regarding the Service Disruption Claim, including but not limited to,detailed description of the Incident,the duration of the Incident,the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident. b. IntelliTime Systems Corporation will use all information reasonably available to it to validate claims and make a good faith judgment on whether the SASS and Service Levels apply to the claim. c. IntelliTime Systems Corporation will use commercially reasonable efforts to process claims within 45-days. In most cases providing immediate assistance to impacted customers. D. Exclusions a. Unplanned Downtime does not include: i. The period of time when the Service is not available as a result of Scheduled Downtime;or IntelliTime Systems Corporation Hosting Services System Availability Service Standards ("SASS") ii. The following performance or availability issues that may affect the Service: 1. Due to factors outside IntelliTime Systems Corporation's reasonable control; 2. Related to add-on features for the Service,including, but not limited to customization, unique configurations and bulk data processing; 3. That resulted from Customer's or third party hardware,software or services,including telecom providers; 4. That resulted from actions or inactions of Customer or third parties; 5. Intermittent periods of Unplanned Downtime that are two minutes or less in duration E. Definitions: a. "Service Disruption Claim"means a claim submitted by Customer to IntelliTime Systems Corporation that a Service Level under this SASS has not been met and that a Service Assistance may be due to Customer. b. "Customer" means the person or organization that contracted for Services under the Agreement. c. "Unplanned Downtime"means a period of time when Customers are unable to read or write any service data for which they have appropriate permission. d. "Exclusions"means the performance or availability issues that are noted in Section D. e. "Incident" means a set of circumstances resulting in an inability to meet a Service Level. f. "Monthly Uptime Percentage" is calculated on a calendar month basis(according to the formula set forth in Section A)using data collected about the Service's availability for a given calendar month by activity log analysis store within the IntelliTime Systems Corporation database. g. "Notice" means that within five business days following an Incident,Customer must notify Customer Support of the Incident. h. "Service"or"Services" means the IntelliTime Systems Corporation Online service provided to Customer pursuant to the service agreement. i. "Scheduled Downtime" means published maintenance windows or times where IntelliTime Systems Corporation notifies Customer of periods of Downtime for scheduled network,hardware,Service maintenance or Service upgrades at least 24- hours prior to the commencement of such Downtime.On-going published maintenance windows are considered part of advanced notification. j. "Service Assistance" means dedicated no charge assistance to provide processing, data entry or data correction that was the result of the SASS violation. k. "Service Level" means the percentage of Service availability for a given month that IntelliTime Systems Corporation agrees to provide Customer,which is measured by the Monthly Uptime Percentage. EXHIBIT I-CERTIFICATES 1 25 IntelliTime Systems Corporation Certificate of Installation Date: Customer City of Spokane Valley WA Annual Support Anniversary Date The hardware and software system purchased from IntelliTime Systems Corporation has been successfully installed. A maintenance and hosting anniversary date has been established below as the start of the billable Annual Support and Hosting services. Assigned Date: Term The initial term of the Annual Maintenance and Support Agreement shall be from the Assigned Date for one year and then renew thereafter at the sole option of the City of Spokane Valley,WA. 46 IntelliTime Systems Corporation Hosting Services System Availability Service Standards("SASS") IntelliTime Systems Corporation provides this SASS subject to the terms and conditions below,which will be fixed for the duration of the initial term of the Service subscription. If a Service subscription is renewed,the version of this SASS that is current at the time the renewal term commences will apply throughout the renewal term. A. Monthly Service Level a. The Service Level is 99.9%(average of 43 minutes month) b. The Monthly Uptime Percentage is calculated for a given calendar month using the following formula: Monthly Uptime Percentage=(Total number of minutes in a given calendar month- Total number of minutes of Unplanned Downtime in a given calendar month)/Total number of minutes in a given calendar month B. Service Resumption a. Should the Service Level fall below 99.9%for a given month, IntelliTime Systems Corporation will take immediate action to correct issues causing the service level violation. b. IntelliTime Systems Corporation will work directly with customers submitting Service Disruption Claims, at no charge,with Service Assistance including dedicated additional processing or data entry that was the result of service disruption. C. Service Disruption Claims a. Customer must provide all reasonable details regarding the Service Disruption Claim, including but not limited to, detailed description of the Incident,the duration of the Incident,the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident. b. IntelliTime Systems Corporation will use all information reasonably available to it to validate claims and make a good faith judgment on whether the SASS and Service Levels apply to the claim. c. IntelliTime Systems Corporation will use commercially reasonable efforts to process claims within 45-days. In most cases providing immediate assistance to impacted customers. D. Exclusions a. Unplanned Downtime does not include: i. The period of time when the Service is not available as a result of Scheduled Downtime; or IntelliTime Systems Corporation Hosting Services System Availability Service Standards("SASS") ii. The following performance or availability issues that may affect the Service: 1. Due to factors outside IntelliTime Systems Corporation's reasonable control; 2. Related to add-on features for the Service, including, but not limited to customization, unique configurations and bulk data processing; 3. That resulted from Customer's or third party hardware, software or services, including telecom providers; 4. That resulted from actions or inactions of Customer or third parties; 5. Intermittent periods of Unplanned Downtime that are two minutes or less in duration E. Definitions: a. "Service Disruption Claim" means a claim submitted by Customer to IntelliTime Systems Corporation that a Service Level under this SASS has not been met and that a Service Assistance may be due to Customer. b. "Customer" means the person or organization that contracted for Services under the Agreement. c. "Unplanned Downtime" means a period of time when Customers are unable to read or write any service data for which they have appropriate permission. d. "Exclusions" means the performance or availability issues that are noted in Section D. e. "Incident" means a set of circumstances resulting in an inability to meet a Service Level. f. "Monthly Uptime Percentage" is calculated on a calendar month basis(according to the formula set forth in Section A) using data collected about the Service's availability for a given calendar month by activity log analysis store within the IntelliTime Systems Corporation database. g. "Notice" means that within five business days following an Incident, Customer must notify Customer Support of the Incident. h. "Service"or"Services" means the IntelliTime Systems Corporation Online service provided to Customer pursuant to the service agreement. i. "Scheduled Downtime" means published maintenance windows or times where IntelliTime Systems Corporation notifies Customer of periods of Downtime for scheduled network, hardware, Service maintenance or Service upgrades at least 24- hours prior to the commencement of such Downtime.On-going published maintenance windows are considered part of advanced notification. j. "Service Assistance" means dedicated no charge assistance to provide processing,data entry or data correction that was the result of the SASS violation. k. "Service Level" means the percentage of Service availability for a given month that IntelliTime Systems Corporation agrees to provide Customer,which is measured by the Monthly Uptime Percentage. THE ITHE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 September 26, 2022 City of Spokane Valley 10210 E SPRAGUE AVE SPOKANE WA 99206-3682 Account Information: Contact Us Policy Holder Details ; INTELLITIME SYSTEMS Need Help? CORPORATION Start a live chat online or call us at (866)467-8730. We're here weekdays from 8:00 AM to 8:00 PM ET. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 ,4c Rd CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODIYYYY) 09/26/2022 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 SUBROGATIONIS 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 MCGRIFF INSURANCE SERVICES INC/PHS NAME: 22273438 PHONE (866)467-8730 FAX,No): (A/C,No,Ext): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAICM INSURED INSURERA: Sentinel Insurance Company Ltd. 11000 INTELLITIME SYSTEMS CORPORATION INSURER B: Hartford Fire and Its P&C Affiliates 00914 1118E 17TH ST INSURER C: SANTA ANA CA 92701-2620 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMM/DD/YYYYI (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $1,000,000 PREMISES(Ea occurrence) X General Liability MED EXP(Any one person) $10,000 A X 22 SBA UV3100 05/29/2022 05/29/2023 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRO- X LOC PRODUCTS-COMP/OP AGG $4,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED A X 22 SBA UV3100 05/29/2022 05/29/2023 BODILY INJURY(Per accident) _AUTOS _AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS- AGGREGATE $3,000,000 A MADE X 22 SBA UV3100 05/29/2022 05/29/2023 DED X RETENTION$10,000 WORKERS COMPENSATION x PER OTH- AND EMPLOYERS'UABIUTY STATUTE ER ANY Y/N E.L.EACH ACCIDENT $1,000,000 B PROPRIETOR/PARTNER/EXECUTIVE NIA 22 WEC DI8545 01/01/2022 01/01/2023 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A FAILSAFE TECHNOLOGY E OR 22 SBA UV3100 05/29/2022 05/29/2023 Each Glitch $2,000,000 O Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 10210 E SPRAGUE AVE BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED SPOKANE WA 99206-3682 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _.rceiezt.,c Ga.a ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ,4co d ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MCGRIFF INSURANCE SERVICES INC/PHS INTELLITIME SYSTEMS CORPORATION POLICY NUMBER 1118 E 17TH ST SEE ACORD 25 SANTA ANA CA 92701-2620 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Notice of Cancellation will be provided in accordance with Form SS1223, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008,attached to this policy. City of Spokane Valley is an additional insured per the Business Liability Coverage Form SS0008 and the Hired Auto and Non Owned Auto Endorsement SS0438, attached to this policy. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 and the Umbrella Liability Provisions Form SX8002, attached to this policy. Notice of Cancellation will be provided in accordance with Form WC990394, attached to this policy. ACORD 101 (2014/01) ©2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD • THE HARTFORD Select Customer Insurance Center 8711 UNIVERSITY EAST DRIVE CHARLOTTE NC 28213 Policyholder, please call us at: (866) 467-8730 Agent, please call us at: (866) 467-8730 INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (866) 4 6 7-8 7 3 0 Agent, please call us at: (866) 467-8730 between 7 A.M. and 7 P.M. CST . The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. MCGRIFF INSURANCE SERVICES INC/PITS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza,Hartford,Connecticut 06155 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 22 SBA UV3100 DV Named Insured and Mailing Address; INTELLITIME SYSTEMS CORPORATION 1118 E 17TH ST SANTA ANA CA 92701 Policy Change Effective Date: 09/26/22 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: MCGRIFF INSURANCE SERVICES INC/PHS Code: 273438 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON-ORGANIZATION PRO RATA FACTOR: 0.671 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Page 001 Process Date: 09/26/22 Policy Effective Date: 05/29/22 Policy Expiration Date: 05/29/23 POLICY NUMBER: 22 SBA UV3100 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION TEXT: COUNTY OF ORANGE ATTN: CEO/PURCHASING 1300 S GRAND AVE BLDG A SANTA ANA, CA 92705 COUNTY OF NEVADA 950 MAIDU AVENUE NEVADA CITY, CALIFORNIA 95959 CITY OF KALAMAZOO ATTN: REBECCA FLEURY 241 WEST SOUTH STREET KALAMAZOO, MI 49007 LAKE COUNTY PURCHASING DIVISION ATTN: PURCHASING AGENT 18 NO. COUNTY ST 9TH FL WAUKEGAN, IL 60085-4350 LOC 003 BLDG 001 THE CITY OF KALAMAZOO ATTN: REBECCA FLEURY PURCHASING/RISK MANAGEMENT 241 W SOUTH ST KALAMAZOO, MI 49007 LOC 003 BLDG 001 CITY OF TOLEDO FINANCE DEPARTMENT 1 GOVERNMENT CTR STE 2050 TOLEDO, OH 43604 STATE OF CONNECTICUT 165 CAPITOL AVENUE HARTFORD, CT 06106 Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 09/26/22 Expiration Date: 05/29/23 POLICY NUMBER: 22 SBA UV3100 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION GOVERNMENT FINANCE OFFICERS ASSOCIATION OF THE UNITED STATES AND CANADA 203 N. LASALLE STREET, SUITE 2700 CHICAGO, IL 60601-1210 CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 IMHOFF PL MARTINEZ, CA 94553 THE CITY OF KALAMAZOO 241 W SOUTH ST KALAMAZOO MI 49007 ORANGE COUNTY TRASPORTATION AUTHORITY ITS OFFICERS, DIRECTORS EMPLOYEES AND AGENTS 550 S MAIN STREET ORANGE, CA 92868 INSURANCE COORDINATOR CITY OF NORMAN P.O. BOX 370 NORMAN, OK 73070 CITY OF SPOKANE VALLEY 10210 E. SPRAGUE AVE, SPOKANE VALLEY, WA 99206 Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page ')02 (CONTINUED ON NEXT PAGE) Process Date: Expiration Date: 05/29/23 .-2 10 ,4c-carr� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/22/2024 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 SUBROGATIONIS 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 MCGRIFF INSURANCE SERVICES LLC/PHS NAME: PHONE (866)467-8730 (A/C, No, Ext): FAX (A/C, No): 22273438 The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio, TX 78251 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Underwriters Insurance Company 30104 INTELLITIME SYSTEMS CORPORATION INSURER B : Hartford Fire Insurance Company 19682 1118 E 17TH ST INSURER C : Hartford Fire and Its P&C Affiliates 00914 SANTA ANA CA 92701-2620 INSURER D INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 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(MM/DDNYYYI POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS -MADE OCCUR Fx DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence X General Liability MED EXP (Any one person) $10,000 A 122 SBA BB5U3N 05/29/2024 05/29/2025 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY ❑ PRO- ❑ LOC JECT PRODUCTS - COMP/OP AGG $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 Ea accident BODILY INJURY (Per person) ANY AUTO A ALL OWNEDF SCHEDULED AUTOS AUTOS 22 SBA BB5U3N 05/29/2024 05/29/2025 BODILY INJURY (Per accident) X HIRED NON -OWNED AUTOS X AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3,000,000 A EXCESS LIAB CLAIMS - MADE 22 SBA BB5U3N 05/29/2024 05/29/2025 AGGREGATE $3,000,000 DED I RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X PER STATUTE I OTH- ER E.L. EACH ACCIDENT $1,000,000 ANY Y/N C PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 22 WEC D18545 01/01/2024 01/01/2025 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below B FailSafe Technology Errors or Omissions Liability 22 SBA BB5U3N 05/29/2024 05/29/2025 Each Wrongful Act Aggregate Limit $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 10210 E SPRAGUE AVE BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SPOKANE VALLEY WA 99206 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD