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Home My WebLink About240-09 RESOLUTIONRESOLUTION NO. 240-09 A RESOLUTION AWARDING RFP #09-16 AND APPROVING A CONTRACT WITH JACK HENRY & ASSOCIATES, INC. D/B/A PROFITSTARS IN AN AMOUNT UP TO $33,240.00 FOR AN ELECTRONIC CHECK PROCESSING SYSTEM; AND AMENDING THE 2009 CITY BUDGET BY APPROVING A BUDGET ADJUSTMENT OF $18,240,00 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas, hereby awards RFP #09-16 and approves a contract with Jack Henry & Associates, Inc. d/b/a Profitstars in an amount up to $33,240.00 for an electronic check processing system. A copy of the contract, marked Exhibit "A," is attached hereto and made a part hereof. Section 2. That the City Council of the City of Fayetteville, Arkansas, hereby amends the 2009 city budget by approving a budget adjustment, a copy of which is attached to this Resolution and made a part hereof as if set out word for word, in the amount of $18,240.00. PASSED and APPROVED this 15th day of December, 2009. APPROVED: By: L 'I LD JO ayor ATTEST: By: SONDRA E. SMITH, City Clerk/Treasurr ��rtitnrrrrrrrrrr %‘‘‘Q)%‘\, -. ,.G ,R�vr • U••73 st :FAYETTEVILLE: ;-"Li .9,)K S W • � .,,,./4(GT rN4,C lal..tevile ARKANSAS Selection Committee Memo Date: August 25, 2009 To: Selection Committee - Electronic Check Processing Services From: Andrea Foren: 479.575.8220, aforen@ci.fayetteville.ar.us RE: RFP 09-16, Electronic Check Processing Services Attached is a packet containing three proposals that were received for the above referenced RFP (Request for Proposals). A selection committee meeting to discuss awarding a proposal is scheduled for Thursday. September 3, 2009 at 3:00 PM in the Audit Room in City Hall. Please review each proposal and be prepared to discuss any questions, comments, or concerns with the committee at the scheduled meeting. As a committee, there are a few options that can be exercised. One is to vote during this meeting to proceed with negotiations for a contract. The second option is request interviews from short listed firms or call firms for interviews via telephone. I have also enclosed the voting form we will be using when voting time arises. This should help in evaluating each firm according to the criteria that we outlined in our RFP. Please be advised that all of the information regarding the proiect is confidential until a contract has been awarded by City Council. CC: Sarah Lewis — City Council Vicki Deaton — Internal Auditor Marsha Hertweck — Accounting Director Rainy Laycox — Billing & Collections Manager Scott Huddleston — Information Technology Director City of Fayetteville RFP 09-16, Electronic Check Processing Services FINAL CONTRACT This contract executed this 154 -clay of1),/11/9 , 2009, between the City of Fayetteville, Arkansas, and Jack Henry & Associates, Inc., acting thro gh its ProfitStars Division ("JHA") . In consideration of the mutual covenants contained herein, the parties agree as follows: 1. JHA at its own cost and expense shall furnish all labor, materials, supplies, machinery, equipment, tools, supervision, bonds, insurance, tax permits, and all other accessories and services necessary to complete items bid per RFP 09-16 as stated in JHA's bid proposal, and in accordance with specifications attached hereto and made a part hereof under RFP 09-16, all included herein as if spelled out word for word. 2. The City of Fayetteville shall pay JHA based on their proposal in an amount not to exceed the following items listed below. Payments shall be made after approval and acceptance of work and submission of invoice. Payments will be made approximately 30 days after receipt of invoice a. For total software: $21,200 • b. For installation, training, & technical support: $2,350 c. For travel expenses related to initial installation: not to exceed $2,000.00, which includes up to three (3) days on site. Additional on site training days shall be at the cost of $750 per day. All travel expenses shall be billed on actual expenses incurred from JHA and shall not exceed said pricing. d. Initial annual software fees, first fee due after complete installation: $3,668.00. 3. The Contract documents which comprise the contract between the City of Fayetteville and JHA consist of this Contract and the following documents attached hereto, and made a part hereof: A. Appendix A: Request for proposal identified as RFP 09-16 with the specifications and conditions typed thereon. B. Appendix B: JHA's RFP submittal with revised pricing. C. Appendix C: JHA's ProfitStars Standard Terms and Conditions — rev 1208 4. These Contract documents constitute the entire agreement between the City of Fayetteville and JHA and may be modified only by a duly executed written instrument signed by the City of Fayetteville and JHA. 5. JHA shall not assign its duties under the terms of this agreement. 6. JHA agrees to hold the City of Fayetteville harmless and indemnify the City of Fayetteville, against any and all claims for property damage, personal injury or death, caused by JHA and its Subcontractors arising from JHA's performance of this contract. This clause shall not in any form or manner be construed to waive that tort immunity set forth under Arkansas Law. 7. JHA shall furnish a certificate of insurance addressed to the City of Fayetteville, showing that he carries the following insurance which shall be maintained throughout the term of the Contract. Any work sublet, the contractor shall require the subcontractor similarly to provide worker's compensation insurance. In case any employee engaged in work on the project under this contract is not protected under Worker's Compensation Insurance, JHA shall provide and shall cause each Subcontractor to provide adequate employer's liability insurance for the protection of such of his employees as are not otherwise protected. Page 1 of 2 EXHIBIT a. Insurance required: Workmen's Compensation, Statutory Amount The premiums for all insurance and the bond required herein shall be paid by JHA. 8. JHA to furnish proof of licensure as required by all local and state agencies. 9. This contract may be terminated by the City of Fayetteville or JHA with 10 days written notice. 10. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. 11. Changes in Scope or Price: Changes, modifications, or amendments in scope, price or fees to this contract shall not be allowed without a prior formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees." WITNESS OUR HANDS THIS DAY OF -De , 2009. Page 2 of 2 CITY OF FAYETTEVILLE, VETILLE, AR •' NSAS `4,l,IIIlfyl�l, ▪ • FAYETTEVILLE: ;,▪ y�.:Skil NSP, • . ', '%,tip • .... • • pJ�.. Nx G., JACK HENRY & ASSOCIATES;1 I,110 `'`� ProfitStars Division L INELD Attest: AN, Mayor 14)61 Sondra Smith, City lerk BY David;Foss, President Business Address: Jack Henry & Associates, Inc. 663 West Highway 60 Monett, Missouri 65708 • -1 Rainy Laycox Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 12/15/2009 City Council Meeting Date Agenda Items Only Billing and Collections Division Action Required: Finance Department A resolution to approve RFP 09-16, Electronic Check Processing Services to ProfitStars a Jack Henry Company for an electronic check processing system in the amount of $21,200 for software, $2,350 for installation and training, related travel expenses not to exceed $3,10zand first year of maintenance of $3,668 plus applicable sales tax of approximately $2,500.00., and the approval of a budget adjustments for $18,240 33,240.00 Cost of this request 5400.1840.5801.00 Account Number 03038.1 Project Number 15,000.00 Category / Project Budget $ Business Office Improvements Program Category1 Project Name Water & Sewer Improcwmwnra Funds Used 10 Date Program 1 Project Category Name 15,000.00 Water & Sewer Fund Remaining Balance Fund Name Budgeted Item MI Budget Adjustment Attached x Depa Director /i City Attorney It - ZcJ - 2ba9 Previous Ordinance or Resolution # N/A Date zs• 09 Date t -7_S -NI Finance and Internal Services Director Date //--hi-87 Date AZ07 Original Contract Date: N/A Original Contract Number: N/A Received in Mayor's Office Comments: Revised January 15, 2009, 1 'Mitt -111e THE CITY OF FAYETTE'VILLE, ARKANSAS ARKANSAS www.accessfayetteville.org TDD (Telecommunications Device for the Deaf ) (479) 521-1316 December 8th Agenda Session To: Mayor Lioneld Jordan From: Rainy Laycox, Billing and Collections Manager Scott Huddleston, Information Technology Director Date: November 13, 2009 Subject: Approval of Contract with Profit Stars for Electronic Check Processing Software Mayor's Approval RECOMMENDATION Staff recommends approval of purchase request to Profit Stars in the amount of $ 33,240.00 for RemitPlus electronic check processing software, installation, training, and first year software maintenance. BACKGROUND The City currently processes utility payments received through the mail, using a labor intensive data entry process utilizing several employees each day. Checks are manually batched for deposit and physically presented to the bank. The City currently has approximately 37,000 utility customers and the average daily volume of paper checks is approximately 1,500. The selection committee for RFP 09-16 selected the Profit Stars RemitPlus applications from three submitted proposals. DISCUSSION The RemitPlus application from Profit Stars will automate the check processing by capturing and converting paper checks and related documents into digital data for upload into the City's Revenue Accounting system, Utility Billing systems, and Electronic Document Management System (EDMS), Additionally, this application will allow the City to electronicly transfer all processed checks to the bank. This system will increase efficiency and effectiveness by reducing the staff time that is currently required for processing payments, reduce staff time required for accessing and retrieving payment related documents, and reduce the staff time currently required to process and physically present checks to the bank for deposit. Additionally, due to recent changes in service fees charged by our bank for electronically deposited checks, the City will see an approximate $2,000 monthly reduction in bank service charges by going to electronically deposited checks. BUDGET IMPACT Total Cost for this project is $39,776.54. This amount includes $32,240.00 for the software, installation and first year software maintenance, and $7,536.54 for scanners and first year scanner maintenance. Annual hardware and software maintenance cost will be approximately $4,500. RESOLUTION NO. A RESOLUTION AWARDING RFP #09-16 AND APPROVING A CONTRACT WITH JACK HENRY & ASSOCIATES, INC. D/B/A PROFITSTARS IN AN AMOUNT UP TO $33,240.00 FOR AN ELECTRONIC CHECK PROCESSING SYSTEM; AND AMENDING THE 2009 CITY BUDGET BY APPROVING A BUDGET ADJUSTMENT OF $18,240.00 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas, hereby awards RFP #09-16 and approves a contract with Jack Henry & Associates, Inc. d/b/a Profitstars in an amount up to $33,240.00 for an electronic check processing system. A copy of the contract, marked Exhibit "A," is attached hereto and made a part hereof. Section 2. That the City Council of the City of Fayetteville, Arkansas, hereby amends the 2009 city budget by approving a budget adjustment, a copy of which is attached to this Resolution and made a part hereof as if set out word for word, in the amount of $18,240.00. PASSED and APPROVED this 15th day of December, 2009. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer aye evl_ e ARKANSAS RFP (REQUEST FOR PROPOSAL) REQUEST FOR PROPOSAL: RFP 09-16, City of Fayetteville, Arkansas Purchasing Division — Room 306 113 W. Mountain Fayetteville, AR 72701 Phone: 479.575.8220 TDD (Telecommunication Device for the Deaf): 479.52 .1316 Electronic Check Processing Services DEADLINE: Friday, August 14, 2009 at 2:00 PM, Central Standard Time DELIVERY LO- CATION: Room 306 —113 W. Mountain, Fayetteville, AR 72701 PURCHASING AGENT: And- rea Foren, CPPB, aforeneci.fayetteville.ar.us, 479.575.8220 DATE OF ISSUE AND ADVERTI- SEMENT: Friday, July 24, 2009 REQUEST FOR PROPOSAL RFP 09-16, Electron- ic Check Processing Services No late proposals will be accepted. RFP'S shall be submitted in sealed envelopes labeled "RFP 0916, Electronic Check Processing Services" with the name and address of the Proposer. RFP's shall be submitted in accordance with the attached City of Fayetteville specifications and RFP doc- uments attached hereto. Each Proposer is required to fill in every blank and shall supply all information re- quested; failure to do so may be used as basis of rejection. The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in strict accordance with the specifications and general conditions of bidding, all of which are made a part of this offer. This offer is not subject to withdrawal unless upon mutual written agreement by the ProposerlBidder and City Purchasing Manager. Name of Firm: ProfitStars a Jack Henry Company Contact Person: Janice Tuschong Title: Sales Executive E -Mail: jtuschonq(cr�profitstars.com Phone: 972-239-4486 x561180 Business Address: 1025 Central Expressway South City: Alien Signature:p"'" Date: August 19, 2009 State: Texas Zip: 75013 City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 1 of 14 1 City of Fayetteville RFP 09-16, Electronic Check Processing Services Authorized Negotiator Information — TO BE SUBMITTED WITH ALL PROPOSALS At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-mail address, and phone number (preferably a cell phone number) where the City selection committee can call for clarification or interview via telephone. PART .1: Primary Contact Information: Name of Firm: ProfitStars a Jack Henry Company Name of Primary Contact: Janice Tuschong Title of Primary Contact: Sales Executive Phone#1 (cell preferred): 214-796-4397 E -Mail Address: `i tuschona@prof itstars . com Phone#2: 972-239-4486 x561180 PART 2: Contact for Legally Binding Contracts: Is the primary contact (listed in Part I) able to legally bind contracts? If no, please list contact that can legally bind a contract for the firm: Name: David Foss NO (circle one) Title: President, ProfitStars Phone#1 (cell preferred): 214-585-2857 E -Mail Address: dfoss©profitstars . com Date: Phone#2: 417-235-4114 x510100 Signed: City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 13of14 11 u 11 11 11 4 11 11 11 11 RFP 09-16, Addendum 1 Date: Wednesday, August 05, 2009 To: All Prospective Vendors aye ev! le From: Andrea Foren, CPPB -- 479.575.8220 — aforenOci.favetteville.ar.us TDD (Telecommunication Device for the Deaf): 479.521.1316 RE: RFP 09-16, Electronic Check Processing Services This addendum is hereby made a part of the contract documents to the same extent as though it were originally included therein. Addendum shall be included with proposal documents, signed, and dated. Failure to do so may subject Proposer to disqualification. 1. The deadline to submit a proposal has been extended until Friday, August 21., 2009 at 2:00 PM, CST. 2. The City currently processes utility payments, received through the mail, using a labor intensive data entry process utilizing several employees each day. Checks are manually batched for deposit and physically presented to the bank. The City currently has approximately 40,000 utility customers and the average daily volume of paper checks is approximately 1,500. This application will automate this process capturing and converting paper documents into digital data for upload into our Revenue Accounting and Utility Billing System, Electronic Document Management System (EDMS), and electronic funds transfer to the bank. Additionally, all checks collected over the counter will process through this system in a daily batch for storage to the EDMS and electronic funds transfer to the bank. We expect the system to increase efficiency and effectiveness by reducing the staff time that is currently required to process payments and access and retrieve payment related documents. The City expects to see reduced bank charges due to elimination of bank presentment of paper checks. The City currently has no plans to change the cashiering system. The system currently processes all payments received by the City regardless of type. 3. The current payment coupon is a set 8.5" X 3.67". The coupon currently contains a bar code in the lower right hand corner but can be modified as needed to accommodate and/or increase the efficiency of the remittance processing system. A sample coupon is attached to this addendum. The City will create a substitute coupon if needed. 4. The system must have the capability to export all captured images and metadata for import into the City's current EDMS (EMC Documentum ApplicationXtender). City of Fayetteville, Arkansas RFP 09-16, Addendum 1 Page 1 of 2 5. Electronic deposit options have been evaluated and the City will utilize the most cost effective means to deposit funds. This may result in a combination of ACH and Check 21. 6. Any change in contract language, such as termination, shall be presented with each proposal. The City does not guarantee to accept any Proposers suggested modifications. 7. The City is specifying any accounting system because the system only needs to export a delimited text file with the processed account and payment information and have a means for validating counts and totals. No other special considerations are need from the vendor to integrate with our current New World Systems applications. 8. The City has previously demoed and tested various scanners for this process. The Canon CR -180 series best fits current and future needs, functionality, and capacities needed for the system. The City of Fayetteville will purchase these scanners as a separate purchase from this project. Proposers are welcome to suggest scanners of equal quality for the City to purchase. 9. All Proposers shall submit a minimum of five (5) references for customers currently using the proposed product. Such references shall be utilizing the product for similar purposes related to the City of Fayetteville. Contact information for references shall include name of company, primary contact name, phone number, e-mail address, and mailing address. City of Fayetteville, Arkansas RFP 09-16, Addendum 1 Page 2 of 2 Acknowledge Addendum # 1: Printed Name: David Foss �r Signature: Title: president, Pr• itstarspate: 1S(! Company: ProfitStars a Jack Henry Company RFP 09-16, Addendum 2 Date: Wednesday, August 12, 2009 To: All Prospective Vendors aye evi ARKANSAS From: Andrea Foren, CPPB — 479.575.8220 -- a forenOci.fayetteville.ar.us TDD (Telecommunication Device for the Deaf): 479.521 .1316 RE: RFP 09-16, Electronic Check Processing Services This addendum is hereby made a part of the contract documents to the same extent as though it were originally included therein. Addendum shall be included with proposal documents, signed, and dated. Failure to do so may subject Proposer to disqualification. 1. Reference 2.0 Scope of Work, Item 47, language contained in the original RFP is omitted and hereby replaced with the following: "Software shall be capable of exporting all captured images and metadata for import into the City's current EDMS (EMC Documentum ApplicationXtender). All access to archived images will be accomplished through the City's current EDMS." 2. Reference 2.0 Scope of Work, Item 29 (clarification) — The term "trail utility coupons" is referring to the standard coupon or a substitute coupon that could be created. 3. Reference 2.0 Scope of Work, Item 1 (clarification) — The City needs licensing to allow two users and one administrator to all access to remittance software concurrently. The City will be running two scanners in separate locations and will both need to be able to scan and index batches simultaneously. In addition, the City will need to be able to administer the software without stopping or interrupting one of the two scan stations. City of Fayetteville, Arkansas RFP 09-16, Addendum 2 Page 1 of 1 Acknowledge Addendum # 2: Printed Name: I_- •.: Fo =ate Signature Title: P:,."`de"`. Pf t5z°'° Date: irlYM AWAI Company: ProfitStars a Jack Henry Company ProfitSta City of Fayetteville Purchasing Division — Room 306 113 W. Mountain Fayetteville, AR 72701 August 19, 2009 Andrea Foren, In response to your RFP 09-16 we have submitted for your review a proposal of RemitPlus Software. The total price for the RemitPlus Software and the 15t years Annual License Fee is $36,666.00. This includes the prices for the RemitPlus Software, two (2) Canon CR -18011 Scanners, Software Annual License Fees; 1St Year Hardware Maintenance; Installation, Training and Estimated Travel Expense. The Software Annual License Fee of $3,668 will be invoiced by ProfitStars annually and the scanner maintenance will be invoiced separately by a third party service provider. You currently are an existing client of ProfitStars EPS Division therefore we have also included the fees for processing your deposit of items processed through the RemitPlus Software. EPS offers a Hybrid Solution that would decision each item in your deposit and process them using least cost routing. Prices for these items would be $0.06 for items processed as ACH (ARC) and $0.10 for items processed as Check 21. Any returned item would have a $1.00 fee and we will set up Additional Depository Accounts for a fee of $5.00 per month. By using EPS for the electronic deposit of these scanned items, you will be provided consolidated reporting for all items you process through the EPS platform. Total cost for depositing through ProfitStars EPS Division would be based on total the number of items deposited and would be invoiced monthly. Included is the detail break out of the pricing. Kind Regards, Janice M. Tuschong Sales Executive ProfitStars - A Jack Henry Company Jack Henry named in "Best Small Companies" — Forbes, Oct 2008 (P) 972-239-4486 x561180 (F) 972-239-4511 (T) 800-250-4486 x561180 (C) 214-796-4397 JTuschong@profitstars.com ProfitStars® - Company Information ProfitStars®, a division of Jack Henry & Associates, Incorporated®, is a leading provider of 60 best -of -breed products and services that are designed to improve the operating performance for a diverse range of organizations. Listed below is a summary of ProfitStars product solutions your organization may consider outside of this proposal. • Enterprise Content Management — Electronic document imaging solution modules with workflow processes, web -portal accessibility, reporting, document security, auditing functionality and e-mail distribution capabilities. • Enterprise Conversion Services - Multi -media conversions from paper, microfilm and/or electronic files into electronic document management system formats • Business Analytics — Interactive management reporting dashboards for operations and financial areas ProfitStars® Parent Company Information - Jack Henry & Associates® Jack Henry & Associates, Incorporated® (NASDAQ: JKHY) was founded in 1976. The company's extensive array of products and services include processing transactions, automating business processes, and managing mission -critical information for more than 8,700 financial institutions and corporate entities. In 2008, Jack Henry & Associates achieved $743 million in total revenue with a resulting net income of $104.2 million. By the June 30th 2009 fiscal year-end, Jack Henry & Associates balance sheet reflected zero long-term debt and zero short-term borrowings. Jack Henry & Associates financial statements are audited and readily available for public inspection at www:iackhenry.com. Jack Henry & Associates received consecutive annual ranking as the industry leader in customer satisfaction according to an annual independent survey firm. Corporate Headquarters 663 W. Highway 60 P.O. Box 807 Monett, MO 65708-8215 417.235.6652 Jack Henry & Associates, Incorporated® includes three primary brands: Jack Henry Banking'"", SymitarTM and ProfitStars®. Jack Henry Banking`"' provides mid -tier and community banks with enterprise -wide information and transaction processing solutions that are available for in- house and outsourced implementation. SymitarTM provides credit unions of all sizes with industry-leading information and transaction processing solutions that are also available for in- house and outsourced implementation. The ProfitStars® division provides 60 best -of -breed solutions designed to create efficiencies, enhance business processes and to control or mitigate risk. ProfitStars® services 8,600 clients including Banks, Credit Unions, Securities Firms, Hospitals, City and County Governments, Utilities, Manufacturers, Retailers and General Businesses. ProfitStars® solutions are utilized both in the United States and overseas. ProfitStars is headquartered in Allen, Texas, outside of Dallas. ProfitStars® Account Management Group Each ProfitStars® client is assigned an Account Executive to oversee the entire business relationship and better ensure long-term, overall client satisfaction. The ProfitStars Account Executive serves as a key contact person at the ProfitStars® divisional level. In addition to ensuring client satisfaction, the Account Executive is also responsible for serving the client on a consultative level by providing resources and information critical to aiding the client with existing or future initiatives. 0 m E 0 0 0 CFI 0 0 ro j .c Yr0 0 a1 >- L V Q) O u rn lJ Q �-1 Fayetteville, AR 72701 CN 0 CY 0000 0000 0 m N N N N to V} V) V} O CT V1 0 n co co e-1 ei et' V1 to Q h C O 'w 0 0 0 0 0 O co COO O CcriO O co a w 0 uOi co m 00 00 v r-1 ri r1 H 2. Li Vl Ln ^r•J N N ,--I C; in- tfF V} V? V} V? V1 th t./F ref 4 W L. .. 0 0 00 0 0 o O 0 10 00 4 Tr Ln LO LO LD 111 00 ry M O ca ni 7, ,-1. ,4 .--i r -i 1.2, N Vi. V1 N N C X 01 C O 13 v Z r-1 ,-, .-i .-i .-4 .--1 N N N "t C O Q O D a E °' a Q L suC o ti IA v ,I1 LL n u O } O -c to O �1 U .v,. a a U W _D O CU O i V -a es = L 00 4,, C1 v v 0.1 1.4 N-, a 41 as.. ro 0 m o o a c n E v, a a 00,, E E -- .0 0 Q V t N V V Q1 E E ra o h0 L c -4 a1 to vt n c `m w p n a a o .- O v vi. L. E o L CO co o p 4-. CLO II) U a, n C n, a+ G/ O M O '� PRODUCT DESCRIPTION: _ - _ - u O. 41 C CJ C N V} V} 0 4 O .- ry._.. E c, u m H O CEJ v1 N v, U cn 0) y Z .0 W ,n p LLJ 4, na n 0-° w o c a°1i O w E E a O .r v, y u E 71 C _ o "a of i Z V ,� 740 C L V +. 41 (0 O PC C d? OL (0 C i O r0 r1 cc ¢ L 7.O 0�1 E z f1lt .. 03 c Y v C L. G r a1 v ti CC U 2 w c V) u VI V w H + w Q V cC Q r h' ProfitStars Response to RFP 09-16 August 4, 2009 Response To City of Fayetteville Arkansas RFP 09-16 By Jack Henry & Associates, Inc. ProfitStars® Division Janice Tuschong 972-239-4486 x561180 Submitted on August 21, 2009 The information provided by Jack Henry & Associates, Inc. in this Response document contains confidential and proprietary information owned by Jack Henry & Associates, Inc. and its licensors. This information is provided for the sole use and benefit of the City of Fayetteville for its evaluation of this Response and the ProfitStars solutions referenced in this Response. If the City is utilizing advisors to assist the City in its evaluation of this Response and the ProfitStars solutions referenced in this Response, then the City is authorized to grant access by its advisors to this Response document for that limited purpose. This information may not be provided to any other party by the City or its advisors, without the prior written consent of Jack Henry & Associates, Inc. or as otherwise permitted under applicable open records and procurement laws and regulations. By Janice Tuschong, RemitPlus Sales Associate Page 1 ProfitStars Response to RFP 0946 August 4, 2009 1. Provide 2 current license as well as administration access to information. Our RemitPlus Software proposal will include an Administrator License and a Multi User License to accommodate additional users. 2. Index and allow for customized searchable fields as needed. The ProfitStars RemitPlus Software allows you to pick up to 16 customizable fields that make sense to your organization for searching, Such as: Account Number, Applied Amount, Current Due, etc. 3. Ability to create a file allowing funds to be deposited electronically to ANY bank supporting either X9.37 or ACH NACHA or hybrid of both through least cost routing. If your bank is willing and able to accept an electronic deposit file, we can send an X9.37 (Check2l format) directly to your bank. However. many customers elect to acquire and use our separate ProfitStars EPS (Enterprise Payment Solutions) electronic payment processing services which will receive the check images through an Internet portal and ACH the personal checks and Check2l the business checks and money orders directly with the Fed then apply an ACH credit directly into the customer's bank account. This provides our customers with the most cost effective method for processing deposits. 4. Create a file to interface with existing data base for posting payments and be capable with other should the city decide to change without cost. RemitPlus Software currently supports well over 80 billing system types (including commercial and custom software platforms). RemitPlus employs a powerful free form ProjectBuilder engine capable of handling simple to complex ASCII interface file formats. Change in extract format is available at no extra cost. 5. System shall be easily scalable to accommodate increased volume. Our RemitPlus Software is licensed on a scalable basis, ranging from a single user processing one check a day all the way up to the largest lockbox processing up to 250,000 items a day. 6. Shall interface with and allow for multiple scanner styles to be used for various volume processing needs, not limited too but including flatbed TWAIN driven scanner and Kofax driven scanners. RemitPlus Software supports many different scanner models, including: NCR, Unisys, Digital Check, RDM, Panini, Epson. Opex, Canon, TWAIN driven scanners, Kofax driven scanners, etc. By Janice Tuschong, RernitPlus Sales Associate Page 2 ProfitStars Response to RFP 09-16 August 4, 2009 7. Ability to run items regardless of orientation (software should recognize items even if run upside-down). Our RemitPlus Software solution supports multiple invoice types within a batch through template zoning processing. A side benefit to this concept is that the RemitPlus Software will recognize both checks and remittance invoices ran upside-down by mistake. 8. Support many batch types, and rules sets for exceptions based on batch types. The RemitPlus Software currently supports a multitude of batch types including but not limited to the four most common: Singles, Multies, Check Onlys, Doc Onlys. For each batch type, there can be up to a dozen different balancing rules sets, exceptions, or endorsement requirements. 9. Support the reading of OCR, barcodes, machine printed information, check boxes and hand printed information on any remittance or coupon types. Our experience has been that OCR offers the best highest read rates, we do support a dozen of the most common barcodes, OCR of static machine printed information, checkboxes, and hand printed information in a static location as well. 10. Support template recognition such that different coupon styles could be run together. Yes; see answer #7. We can accommodate different coupon types. such as, if your termination notice looks different than your regular remittance—they can be run together. As long as the OCR scanline are in the same position OR the'e is something unique to identify each form clearly. 11. Print audit trail information on the checks and coupons. The RemitPlus Software supports this using most of the qualified scanners. However, the RDM & Epson scanners do not support rear of item audit trail. 12. Provide Batch, Deposit, Summary, and Reject Reports. See samples on next couple of pages. By Janice Tuschong, RemitPlus Sales Associate Page 3 ProfitStars Response to RFP 09-16 August 4, 2009 $ qNo TYPO 1 D 2 C 3 ❑ 4 C 5 D 6 C 7 D AccountPfq_ 433 1025304 00012774 4335613091025309 10000152844 433560081025309 0001101335 433560091025305 0001850441 Totat a.•.- Batch Detail Demo Project - 3002 (8) 01/1712008 Singles Amount Sea No Tvoe Account No Amount 5307 53.87 462.11 462,11 45.91 45.91 172.88 1 22,89 734.77 fit" .11eV,:.i! *Pik ,101P ..t-,,k:4;#41V111'.* , •-••,,,• ' «10" "lc' ,ffltmdl7:40.4".• Batch 1 °:w Batch Detail Report Deposit Report for Demo X937 Balch No 3000 Batch Date: 02/14/2008 Seq Check# Amount Seq Check# Amount Seq Check# Amount Seq Check# Amount 1 1077 45,91 102 2684 62.11 2 5245 3,589.21 103 2191 53.87 3 2100 53.87 105 1177 145.91 4 123 18700 107 1026 172.88 5 3041 25,0010 9 1225 45 91 G•^- 6.- •• • X177.,.,..—.., ti Bank Deposit Report Batch Summary Report 01/17/2008 Derno Project Batch Type Batch Batch Date Docs Checks Total Amount Singles 3000 01/17/2008 0 0 0.00 Singles 3001 01/17/2008 0 0 0.00 Singles 3002 01/17/2008 4 4 734.77 Multies 4000 01/17/2008 0 0 0.00 Multies 4001 01/17/2008 1 2 353.82 Total 5 6 1,088.59 Singles Subtotal 4 4 Mutties Subtotal 1 2 Total 5 6 Batch Summary Report 734.77 353.02 1,088.59 By Janice Tuschong, RemitPlus Sales Associate Page 4 ProfitStars Response to RFP 09-16 August 4, 2009 Reject Report Demo Project 01117/2008 Batch No Seq No Type Status Scanline 3000 1 D 300 -Reject 033????B??3?3?0????387? 3000 2 C 301 -Associated Reject :111016064: 00012774< 2191 3000 3 D 300 -Reject 4??????9??????9??4??114 3000 4 C 301 -Associated Reject <1026< :111016064: 10000152644< 3000 5 D 300 -Reject 4335600810253090006211 4 3000 6 C 301 -Associated Reject :111016064: 0001229538< 2684 3000 7 D 300 - Reject 49????????????1 ???4?919 3000 8 C 301 -Associated Reject :111016054: 0001101335< 1077 3000 9 0 300 - Reject 43356009102530500172881 3000 10 C 301 -Associated Reject <1026< :111016064: 0001850441< 3001 1 0 300 -Reject 033????B??3?3?0????3?78 3001 2 C 301 -Associated Reject :111016064: 00012774< 2191 3001 3 0 300 -Reject 4??????9??????9??4?2114 3001 4 C 301 -Associated Reject <1026< :111016064: 10000152844< 3001 5 D 300 - Reject 43356008102530900062114 3001 6 C 301 - AssociatedReject :111016064: 0001101335< 1077 3001 7 D 300 -Reject 43356009102530500172881 3001 B C 301 -Associated Reject <1026< :111016064: 0001850111< 4000 1 D 300 -Reject 43356009102530400353821 4000 2 C 301 -Associated Reject :111016064: 0001124835< 1192 4000 3 C 301 -Associated Reject :111016064: 0004577128933< 1213 Reject Report 13. Provide account and payment information for FTP upload to billing system. Utilizing our predefined templates for billing systems or creating a character for character output file with our RemitPlus ProjectBuilder, we can accommodate any accounting or billing system. 14. Provide image capture and retrieval of checks and payment coupons -- front and back images. Our RemitPlus Software allows for search and retrieval of both the front and back of payment coupon and checks (as well as any other item ran with the check). See sample on next page. By Janice Tuschong, RemitPlus Sales Associate Page 5 ProfitStars Response to RFP 09-16 August 4, 2009 0 Dale Ram Rom ,..-V19C2008 v1 Routir9Ncr TD 1117!"20[18_ v ; Accow Na. �' Check No: � BdchNG: LheckAmovt: Seq No, Froth 3 Bask ...-, uLVD coMA..T fl&LLAS. Tr 43356001102530S00172A91 AccountNo TetaD— NAYS 1tXASP tesltfk 'SrnICCAWiLa5- WS rSg6rcnoAD Af,000NT! �Tti�f4i;�Sf.5 PRCV"xn CV-' TOtILL OAFONGF CHARGES DUC 5nao SL7 FS [lT_.91r CURRENT GMRG!D MC DU! U43N NGUO'T TCMS FLLV STORE 08510 COUPAMY 70t2AVENLIE 0 WI$ ROCX POAO DALLAS. TX 7SC97 DALLAS. Tr 75297 Iws: .rot sue.. Batch No, 3001 Seq No: 007 AccountNo R.e,D0F8 01/17120['9 Stales: Reject TotaCue Rojectud Item APPS 0.00 4335MM0i5305 172.88 Seach LLL I Cbse 17d32 _N 1 IIH Zoom Note: You can switch between payment coupon and check, front and back. C R Prnt ri T amOCj Detail By Janice Tuschong, RemitPlus Sales Associate Page 6 ProfitStars Response to RFP 09-16 1 August 4, 2009 15. Ability of the equipment and software to meet City's general and specific integration requirements. The City currently processes utility payments, received through the mail, using a labor intensive data entry process utilizing several employees each day. Checks are manually batched for deposit and physically presented to the bank. The City currently has approximately 40,000 utility customers and the average daily volume of paper checks is approximately 1,500_ The RemitPlus Software will automate this process capturing and converting paper documents into digital data for upload into our Revenue Accounting and Utility Billing System and Electronic Document Management System (EDMS) via flat ASCII formatted file, and electronic funds transfer to the bank. The system will increase efficiency and effectiveness by reducing the staff time that is currently required to process payments and access and retrieve payment related documents. 16. Software packages available now and enhancements planned. The current version of RemitPlus is version 3.5. Below is a list of proposed enhancements planned (please note: features listed may vary at time of final release). RemitPlus 3.6 (release TBD) - Record 61 option for Bank of the West - BalancedForrms batch type - FormXtra field read back of items - Convene field read from back of items - Complex passwords, password lockouts, etc. - Check -in -List Scanform (supporting Canon. Panini, & Epson) - Convene snippet adjustment option - Batch Backup/Restore (via XML) RemitPlus 4.0 (release TBD) - New main program GUI (mock up shown below, final version may vary) 17. Vendor's ability to support both the hardware and software. Our solution is currently support by 4 programmers and more than 11 support staff. The RemitPlus solution with ongoing support comes complete with quarter updates and enhancements. 18. Level, quality and type of client training and technical assistance provided. We support an onsite two-day training (generally), users manuals, ongoing toll free technical support, WebEx, eMail, and Website Help Desk Inquiry. By Janice Tuschong, RemitPlus Sales Associate Page 7 ProfitStars Response to RFP 09-16 August 4, 2009 19. Upward compatibility for future growth. RemitPlus Software uses the latest Mircrosoft .Net runtime software (3.5) and is in an ever evolving programming state to facilitate the processing as low as one item a day to our largest installation handling over 250,000 items a day (and growing). 20. 100% compatible with Windows NT, 2000, XP, Microsoft Vista Operating System, or current Microsoft operating system. RemitPlus Software currently supports Windows XP or better (including XP, Vista, Server 2003, & Server 2008) with .NET 3.5 SP1 installed (XP Pro is preferred) Note: Windows 64 Bit Operating Systems are currently not supported through RemitPlus for scanning purposes. Windows NT and 2000 is no longer supported for RemitPlus. 21. Software must be compatible with City's networking environment. Our RemitPlus Software supports TCP/IP network environment which will work on City's network. 22. Software must be able to print documents direct to PC networked printers. Our RemitPlus Software supports printing to any networked printer device. 23. SQL Database compatible. Yes, we support: Microsoft SQL 2000, 2005, & 2008, Microsoft SQL Express, Firebird SQL. 24. Software must be currently supported with no plans for phase out. Our RemitPlus Software is currently support by 4 programmers and more than 11 support staff. The RemitPlus Software with ongoing support comes complete with quarterly updates and enhancements. There are no plans for phase out. 25. Software adheres to widely accepted industry standards. Yes, with 4 programmers and standard coding procedures as well as code base management, we adhere to industry standards. Our RemitPlus Software is currently coded in C#, utilizing the latest .NET Windows platform with a variety of SQL databases. 26. Software is easy to use and has a Graphical User Interface (GUI) Our RemitPlus Software is very simple to use. We have a Quality Assurance department that test the simplicity and usability down to a 3"grade level. We utilize the simplest GUI interface. See next page for example. By Janice Tuschong, RemitPlus Sales Associate Page 8 ProfitStars Response to RFP 09-161 August 4, 2009 Sample of Simple Graphic User Interface (GUI) 27. Adequate security features, including the ability to set access controls at multiple levels. (including user ids and passwords that restrict access to certain functions and jobs). Our RemitPlus Software includes industry standard security features based on user id and password. Each and every function within the RemitPlus Software including multiple job access can be turned on or off by operator. The functions actually disappear so the user is unaware of non -access. 28. Customer support, with a toll -free support line, and available email and remote diagnostics during normal business hours. Yes to all, see answer #18. By Janice Tuschong, RemitPlus Sales Associate Page 9 ProfitStars Response to RFP 09-16 1 August 4, 2009 29. Read, reconcile, & verify audit trail utility coupons. RemitPlus Software processing is based on a "rule of two" for validation of information. Entry/verification points can come from OCR hardware read, FormXtra software field read, Convene Remote Keying, human entry. lookup table entry, or any combination therein. Once an item is read and verified (and balanced against the presented payment) the transaction payment is considered complete (adjustment is permitted to authorized users through RemitPlus's Edit Batch function), 30. Upload data from coupons and checks into any Utility Billing system. See answer #4. 31. Support Multiple OCR Fonts and Bar Codes. The RemitPlus Software supported scanners currently read many of the most common OCR fonts (including OCR A, OCR B, OCR A Extended, & OCR B Extended), and the software many of the most common 2D barcode types. 32. Must display image for data entry and allow zooming to amount field. Yes in all keying functions, you can mouse over the image for Zooming. In Doc Entry or Check Entry, coordinates can be default for rectangle zooming as well. 33. Process the following types of transactions, either in separate batches or mixed within a batch: a. Single coupon/single check b. Multiple checks/single coupon c. Multiple coupon/single check d. Multiple coupons/multiple checks e. Exceptions f. Check only processing g. Coupon only processing The RemitPlus Software currently supports all of the above batches, as well as a multitude of others such as: Coupon Only, Change of Address. Check Only Archive Over -the -Count, etc. 34. Key amount or full amount processing. Our RemitPlus Software supports Full Pay Processing, or "Rule of 2" key amount processing. In "Rule of 2" the coupon must match the CAR/LAR amount; otherwise an operator must key the amount in Check Entry. If neither matches then the item is sent to another operator to key in Check Verify. In addition to the above, our RemitPlus Software offers "Embedded Remote Keying" as an option from which exception items that fail the "Rule of 2" will be By Janice Tuschong, RemitPlus Sales Associate Page 10 ProfitStars Response to RFP 09-161 August 4, 2009 snippet and sent to our Keyers around the world —thus offering a nearly "keyless" operation. 35. CAR/LAR (Courtesy Amount Recognition/Legal Amount Recognition) to read check amounts. We offer the third party Parascript CheckPlus® CAR/LAR Software component as a complementary solution to the RemitPlus Software , like that used in Proof of Deposit banking products. 36. Read multiple amounts (Amount Due, Total Due, Late Amount Due, Amount Due with Donation, etc.) The RemitPlus Software allows up to seven amount fields to be recognized and compared in the balancing function. Including but not limited to those mentioned above. 37.Automatic rejection of exception transactions. The RemitPlus Software supports more than a dozen different lookup tables and rules sets by batch. if necessary and needed, some of those lookup table rule sets can auto reject transactions. For example: Stop File Processing, from which there are certain accounts from which you do not want the system to process. 38. Substitute coupon processing. Our RemitPlus Software supports substitute documents (in certain circumstances we encourage it for checks only). In addition, we have a Doc Only (or Substitute Coupon only) batch type. 39. Automatic check endorsement. Most of the scanners we support will do a single line check endorsement. As an added benefit within the RemitPlus Software, we also support a dynamic four line virtual rear of check endorsement, so that we can guarantee readability of the endorsement for electronic deposit. By Janice Tuschong, RemitPlus Sales Associate Page 11 ProfitStars Response to RFP 09-16 August 4, 2009 40. Generate Daily Activity Detail Report. Yes, see answer #12. 41. Generate Daily Activity Summary Report. Yes, see answer #12. 42. Generate Daily Deposit Reports. Yes, see answer #12. 43. Generate Rejection Reports. Yes, see answer #12. 44. Ability to archive reports. Since reports are created on demand via database lookups, you can re -print or view old reports by selecting the date and the report type. It is a general policy (it can change) for data to be accessible for up to seven years. It can be accessible longer via CD and DVD burn. See question #47 below. 45. Online Retrieval of Images, both front and back of coupons and checks. In the RemitPlus Software, you can search on both the front and back of coupon and/or check, see answer #14. In addition, we offer an Add -On product called RemitWeb, from which the research tool described can also be done via a web browser (Internet Explorer, Safari, etc). Users within the organization (or outside the organization) can find items via a web browser. This is controlled through the same user id and password security features described in answer #27. By Janice Tuschong, RemitPlus Sales Associate Page 12 ProfitStars Response to RFP 09-16 1 August 4, 2009 46. Retrieval and database indexing of stored images is required. Our RemitPlus Software builds and maintains SQL databases of image items for storage and retrieval. Using our search screen (described in answer #14) or RemitWeb described above, you can easily find any item you are looking for. 47. Software shall be capable of exporting all captured images and metadata for import into the City's current EDMS (EMC Documentum ApplicationXtender). All access to archived images will be accomplished through the City's current EDMS. RemitPlus can provide additional formatted ASCII based files to handle import into supporting document imaging systems. Images and paths are referenced within the extract file for direct reference or import into the document imaging system. 48. Ability to enlarge areas of interest by zooming with a simple mouse click. Yes, see answer #32. 49. Ability to print front and back of Check/Coupons Images. In our RemitPlus solution you can print the front and back of checks or coupons as well as drop them into a PDF for email etc. By Janice Tuschong, RemitPlus Sales Associate Page 13 ProfitStars Response to RFP 09-16 I August 4, 2009 50. Multiple balancing functioning displaying both coupons and checks on the same screen. .rnr.r Urll4.lrrr �iJ .lrtrrrFrs un amernJ+ q. �d.•.rG CNU'.NI' IGIu .�a.tl.ulrvwas3orcoas�au I I, ,n�°r S-!R,.Ix�L.!1�.�I r�Cc : GnPI- %v. CCv.R11Y N!: lt'J1TCY VI rui .t.. 1 J 1Y..1 Ir.-.>. 5 eq N o AmourY& •} 353x02 mle>Ncl nelt4O 1213 !1 .4111 !iALf Frail:Jlti ((�� /j =��3�S�.,.,�91o2,53ayeo3S382.� VOID _ — — — .............................) t:ii iSa i6�J641_ flOO4773?E}4 1• Total: ® Total: Batch 4001 Enler Oil: �i Reject Close Sample Balancing Screen 51. Ability to change coupons to checks and checks to coupons. Should an item get miss interpreted by the software (i.e. coupon read as check or check read as coupon) an exception screen called Link Fixer will give the operator the option to correctly identify an item, see example on next page. By Janice Tuschong, RemitPlus Sales Associate Page 14 ProfitStars Response to RFP 09-16 1 August 4, 2009 S... Scar ne T... 1; 1 43356008102530900082114 D 71'' 10 1110160 :0001229538(2684 C 3 :111016064:00012774< 2191 C II 4 43356009102530100145915 D 5 <1177<:111016064: 000475519725< C '. 6 43356009102530500172881 D 1 1 7 <1026<:111016064:0001850441< C 8 43356008102530100045919 D 9 :1110160640001101335< 1226 C Front ' Back Y1! MPM7? R i33s6069;02S3C300L1S93S / ACS CO'APA`N 1 E8 N. V1. ...r r ,5757 S:p•A.:f. •:i nnr. as-. ,ww A.CO.7,' / 4E '..C51) :)I fl -.."� I Ca.,(1'A r'a G -F _puau '. j,, S:u i, CVBNinf GWMES lFE OELS-2 [[?T sl•1r T.bti 4l:� LL CYd'AH. I A 427 TIP DaV D©le M OK Cancel Balch Rotate 18D A 8 Loll Flip Link Fixer (Sample of a changed item type.) 52. Ability to rotate images. See the picture above; all keying functions have the "Rotate 180" button. 53. Ability to read scan lines upside down. Yes, see answer #7. 54. Ability to read checks upside down. Yes, see answer #7. 55. Ability to read account number and amounts from coupon zones other than an OCR scan line or barcode. RemitPlus Software comes standard with the ability to read both OCR and Barcodes on coupons. However, we offer a complementary third party Software product from Parascript called FormXtra® Standard Edition which allows the RemitPlus Software to also read non-standard coupon types. For example, machine printed information against a white background, check boxes and hand printed information in a static location. See sample coupon next page. By Janice Tuschong, RemitPlus Sales Associate Page 15 ProfitStars Response to RFP 09-16 1 August 4, 2009 Tillwe Si��xxJ 6uddmg Fund 9 tiv,� �,tis r oII,.r i I ,11.x. i ® Ic,nl s J u The Open Door Chu KNOWING HIS, A_`DMAKIN HIM KNOWN IITLANIIS 4 JUL 2007 R H FtER NC ENVELOPES ATRIUM CIRCLE FL 33462 are you giving todayty. Case SQ Your Check Rl — I Example of FormXtra Zone Possibilities 56. Shall be able to interface with the City's revenue accounting system. Yes, see answer #4. 57. Equipment shall provide the following minimum: a. Rated speed of 180 checks per minute b. Simplex, duplex, grayscale, black and white operating modules c. Resolution — 240x240 dpi, 200x200 dpi, 150x150 dpi, 100x100 dpi d. Automatic document feeder that holds up to 200 items with two (2) output pockets e. Automatic page size detection f. Document sizes: Width 4.7"x9.1" — Length 2.4"x4.6" Yes, the Canon CR-180 meets those requirements. Also, if needed we support a variety of other scanners as well. By Janice Tuschong, RemitPlus Sales Associate Page 16 ProfitStars Response to RFP 09-16 August 4, 2009 Part I — Business Organization, Experience, & Other Information (minimum requirements): (1) Provide resumes and information on the senior personnel who will be the City's contact and be dedicated to work with the City, including a description of their experience in providing these services and ability to build a successful relationship with the City's Staff. Detail what percentage of each individual's time would be spent working on the City's account. Also, indicate what other accounts this individual will have. Fred Campos, National Remittance Sales Manager • 16 Years of Remittance Experience • Former owner of RemitPlus, purchased by AudioTel, purchased by ProfitStars-Jack Henry & Associates • Experience with More than 500 Remittance Installations • Worked with More than 75 Different Scanners in 10 Different Industries • Programmed the 1.0 Version of RemitPlus in 1996 • Currently Vice -President of the Southwest Region TAWPI Chapter • Manages 7 Direct Sales Personnel & More than 15 Resellers Janice Tuschong,RemitPlus Sales Executive • Sales Representative with over 15 years experience selling hardware and software solutions into a variety of industries. • Sales Representative of Cities; Telecommunication companies and Resellers. • Partner Relationship for Reseller of the RemitPlus Product Line 3. Jeremy Pettis, Lead RemitPlus Programmer • 15 Years Programmer Experience • Developed into more than 30 Remittance Scanners • Experience with More than 300 Remittance Installations • Developer and visionary of the Remittance Products • Manages a Team of Programmer for the RemitPlus Product Line 4. Rob Hudecek, RemitPlus Installation/Support Manager 15 Years Installations & Support Experience • Manages and Schedules RemitPlus Installers • Manages a Team of RemitPlus Support Personnel Behind these individuals stands another dozen personnel assisting in the success of the RernitPlus product. By Janice Tuschong, RemitPlus Sales Associate Page 17 ProfitStars Response to RFP 09-16 August 4, 2009 (2) Provide an organizational chart of the firm that includes all of the individuals who will be responsible for the City's account. Bryan Lee RemitPlus Installation Coordinator BryanLee@profitstars.com Phone (972) 239-4486 ext. 561127 Robert J. Hudecek RemitPlus Instalaltion Manager rhudecek@profitstars.com Phone (972) 239-4486 ext. 561130 Installation & Support Team Above are the primary technical personnel who are responsible for development and ongoing support of the RemitPlus product line. There are additional sales personnel who will assist you through the process as well. (3) Firm's recent history including examples of types of services for other City's, Counties or other government type entities. For our history, see answer #4 below. Examples of other types of services we provide for Cities and Counties: Remote Deposit Capture Solutions, Distributed Capture Solutions, Kiosk Credit Card Processing, etc. For customer references see answer #5 on next page. (4) A detailed description of similar work performed by the firm and its associates during the past five years. The ProfitStars Division of Jack Henry & Associates. Inc. is a leading provider of best -of -breed products and services that are designed to improve the financial and operating performance of organizations of all sizes. We are supported by one of the most familiar and trusted names in financial services technology -- Jack Henry & Associates (Nasdaq: JKHY, a leading provider of integrated computer systems and processing for banks and credit unions — with more than 8.700 customers nationwide. It's notable that while the ProfitStars technologies integrate seamlessly with core systems offered by Jack Henry; they are core platform -independent and have been integrated to solutions from many other providers. The ProfitStars solutions have been proven in By Janice Tuschong, RemitPlus Sales Associate Page 18 ProfitStars Response to RFP 09-16 1 August 4, 2009 thousands of client applications, from the largest megabanks and brokerage companies to start-up community banks and credit unions. From within the ProfitStars Division family is the AudioTellRemitPlus business unit. This group works out of the Addison, Texas office with nearly 70 employees servicing merchant capture, small scale remittance and large lockboxes. With more than 500 installations in the last two years alone, we offer turnkey solutions to assist organization in processing their own work themselves and not paying the huge fees associated with outsourcing to a local bank lockbox. With an out - of -the -box solution, your work can be processed faster than you process today in house or via lackboxl In our Addison office we have 4 programmers, 6 installers, and 5 support personnel dedicated to support your organization from 7:00a to 7:00p daily. Our RemitPlus Software runs on over a dozen different scanner family types ranging from the smallest RDM, Epson, Canon scanners to the largest room size NCR, Unisys & Opex remittance transports. Today RemitPlus solutions are licensed and sold daily to Water Department, Assisted Living Facilities, Electric CoOp, Government Tax offices, Churches, Apartment Complexes, Property Management Companies and anyone processing more than 10 checks a day. (5) Names, addresses, telephone numbers, and contact persons of five clients for whom the bidder has performed similar services during the past three years. 1. City of Piano (4130/2008) Attn: Eric Ellwanger, Office manager 1520 Avenue K Plano, TX 75074 972-941-5128 ericeIc plano.gov Palmdale Water District (0312003) Attn: Dennis Hoffmeyer, IT Director 2029 E. Avenue Q Palmdale, CA 93550 661-947-4111 dhoffmeyer(a)palmdalewater. org 3. Washington Department of Health (01/2005) Attn: Steve Holmes, Remittance Implementer By Janice Tuschong, RemitPlus Sales Associate Page 19 ProfitStars Response to RFP 09-161 August 4, 2009 101 Israel Road SW Tumwater, WA 98501 360-236-4494 steve.holmes doh.wa. ov 4. City of McKinney (0312005) Attn: Rosie Flores, Remittance Supervisor 222 N. Tennessee McKinney, TX 75069 972-547-7500 rflores mckinne org 5. City of Allen (0612005) Attn: Kathy Chamberlain, Purchasing Director 305 Century Parkway Allen, TX 75013 214-509-4561 kchamberlain(a1cityofallen. org (6) Listing of any past or current litigation and law suits (including outcome of each listed) filed against the submitting firm. Jack Henry & Associates, Inc. is a publicly traded corporation (NASDAQ: JKHY), whose financial reports and statements are filed with the U.S. Securities and Exchange Commission and are available at the SEC Edgar website (www.sec.gov) or on the Jack Henry & Associates corporate website at www.jackhenrycom under the tabs For Investors/Investor Relations/Financial Information/SEC Reports. As a publicly traded company, Jack Henry & Associates, Inc. does not comment on litigation or other legal actions and matters involving the company beyond the disclosures regarding these matters which are provided in the Jack Henry & Associates, Inc. financial reports and statements filed with the SEC. (7) Description of the proposed method of doing work. I have included a CD that will demonstrate the RemitPlus software solution along with the RemitPlus User Guide. I believe these two (2) items will clearly show how the RemitPlus Software operates. By Janice Tuschong, RemitPlus Sales Associate Page 20 ProfitStars Response to RFP 09-16 1 August 4, 2009 Additional Responses: The following response is provided to Section 10 of the •RFP Terms and Conditions: RemitPlus Software Licensing Terms and Conditions The RemitPlus Software product is licensed by Jack Henry & Associates to customers for internal use in their operations and is subject to the licensing terms and conditions set forth in the document entitled "ProfitStars Customer Agreement Order Form Attachment —Standard Terms and Conditions (Government Customers", a sample copy of which document is attached to this Response as Exhibit A. If Jack Henry & Associates is awarded a contract by the City as a result of this Response, this document will become a supplemental part of the contract to be executed between the City and Jack Henry & Associates. Jack Henry & Associates acknowledges that in the event there are any conflicts between the terms and conditions of this document and the terms and conditions of the RFP issued by the City, the terms and conditions of the RFP will control and govern the conflict. Jack Henry & Associates agrees to consider and negotiate in good faith reasonable changes to its standard contract terms and conditions requested by the City. If the City elects to purchase or license any optional third party complementary software or services referenced in this Response for its use with the RemitPlus Software, the purchase or license of such third party software or services by the City may be subject to additional contract terms and conditions specifically applicable to the third party software or services being acquired. By Janice Tuschong, RemitPlus Sales Associate Page 21 `\ Profit ±':: RemitPlus Prod A ;n'' c ea r.i • v Revised 08/04/ 2008 Date: 11/13/2009 City of Fayetteville Attn: Rainy Laycox 113 W Mountain Street Fayetteville, AR 72701 ship to City of Fayetteville Attn: Rainy Laycox 113 W Mountain Street Fayetteville, AR 72701 Prepared By: Janice Tuschong Regional Sales Manager 1025 Central Expressway South Allen, TX 75013 jtuschong(Mprof lstars.com {972) 239-4486 Investment Summary Total Total Software $21,200.00 Total Installation and Training $2,350.00 Total Hardware $0.00 Image Investment $23,550.00 Annual Software Fees $3,668.00 Total Investment $27,218.00 Approved By: Date: Note: Please sign, date, and fax back to 972-239-4511 to begin the order process. ProfitStr rs City of Fayetteville Schedule A - Detail Pricing RemitPlus Suite Licensed Software: Qty Unit Total RemitPlus - Gov Up to 500,000 items/yr. 1 $14,400.00 $14,400.00 CAR/LAR - Character Recognition Module 1 $1,600.00 $1,600.00 Form Xtra - Regular Up to 10,000 items/yr. 0 $400.00 $0.00 Multi -User Upgrade 1 $1,600.00 $1,600.00 Additional Jobs 0 $2,500.00 $0.00 Lock Box Executive Edition 0 $10,000.00 $0.00 Electronic Deposit 1 $1,600.00 $1,600.00 ScanForm .5 1 $500.00 $500.00 Convene Checks 0 $1,800.00 $0.00 Convene Forms 0 $1.80 per 1000 $0.00 Interface to Document Management 1 $1,500.00 $1,500.00 Other2 0 $0.00 $0.00 Total Software Terms: Software billed after install $21,200.00 Installation and Training RemitPlus Installation and Training 1 $2,350.00 $2,350.00 Other Installation and Training 0 $0.00 $0.00 Total Installation and Training Terms: Installation billed after install $2,350.00 Note: Additional travel and !edging expenses trilled to customer at actual cost added to the above Complete RemitPlus Suite Investment $23,550.00 Annual Software License and Maintenance Fees RemitPlus Annual Fee 1 $2,412.00 $2,412.00 CAR/LAR - Annual Fee 1 $320.00 $320.00 Form Xtra - Annual Fee 0 $200.00 $0.00 Multi -User Upgrade - Annual Fee 1 $288.00 $288.00 Additional Jobs - Annual Fee 0 $500.00 $0.00 Lock Box Executive Edition - Annual Fee 0 $2,000.00 $0.00 Electronic Deposit - Annual Fee 1 $288.00 $288.00 Convene Checks - Annual Fee 0 $1,800.00 $0.00 Convene Forms - Annual Fee 0 $1.80 per 1000 $0.00 ScanForm Interface to Desktop Scanner - Annual Fee 1 $90.00 $90.00 Interface to Document management - Annual Fee 1 $270.00 $270.00 Total Annual Software License Fees Terms: Annual Fee due after install, and annually $3,668.00 Annual Software License Cost $3,668.00 page 2 prepared on 1111312009 This proposal is proprietary and confidential infoormalion provided by ProlilSlars and intended exclusively for the bank named above. . ; Profit tai s City of Fayetteville Schedule A: Hardware Description Pricing Hardware Qty Unit Total Scanners 0 $0.00 $0.00 Ink Cartridge 0 $0.00 $0.00 36 Month Maintenance 0 $0.00 $0.00 $0.00 Check Jogger (Shear Tech) 0 $299.00 $0.00 Client Workstation/Sorter Controller Dell Optiplex 755 SFF 0 $1,505.00 $0.00 Additional Scanners Panini MyVision X60 (100 Doc Feeder) 0 $1,041.00 $0.00 Ink Cartridge 0 $25.00 $0.00 First Year Maintenance 0 $120.00 $0.00 Total Hardware: Terms: Hardware due upon installation $0.00 Total Hardware Investment $0.00 page 3 prepared an 1111312009 This proposal is propdels y and conWential information provided by PmfitStars and intended exclusively for the bank named above wLL w 03 CO W O 03 03 N 00 00 On w IY V ' ` 1L fi V p a 0 0 CD CD o m o �' aj vi r-i Lf1' CC i./1 i/1 ill Ar" N i`!T 4jl N In Z irn 'In 4A. Lou LLJ LIJ �+ Ln OOOOO OO V O o o o O Ln O 4 enD a1 e-i I J f t/2- , N C ih i^ l/1 in ih Vl Z x M v O H U -I rl rl rl H r -I ri -1 c a o. 4- O O LPILL ar 0 ar U Ln U p w .Dp _d r Q v m � p O O t v g Z O au, i tE oO0EG)0 _d D .c a o a v c CC X Ln oo a c c s v o L c`a o o t ar m = w E CL W U _ 4- LL� r 0 d CC g? o u O 0 J 0C Q x c O a �'; u m +- E O V c a 1�- u W F- Page 1 of 1 Andrea Foren - RE: revised price document -�sPiH;RAWC:.m"d�` IDR3Ee7� .. swCsO From: Janice Tuschong <JTuschong a profitstars.com> To: Andrea Foren <aforen@ci.fayetteville.ar.us> Date: 11/18/2009 9:34 AM Subject: RE: revised price document CC: Rainy Laycox<rlaycox@ci.fayetteville.ar.us>, Scott Huddleston <shuddleston@ci.fayetteville.ar.us> Andrea, Good morning, I hope that you are well. I just read your message as my computer crashed Monday and have just received a temporary replacement until I receive my PC back from tech support. As for the $2,000— this will cover up to (3j days on site and expenses will not exceed this amount. Days beyond the 3rd day would have an additional cost of $750 per day. Let me know if you have any other questions or if I can be of any further assistance. Again, I am sorry for the delay in responding. Kind Regards Janice Tuschong ProfitStars 1-800-250.4486 ext 561180 From: Andrea Foren [mailto:aforen@d.fayetteville.ar.us] Sent Tuesday, November 17, 2009 3:49 PM To: Janice Tuschong Cc: Andrea Foren; Rainy Laycox; Scott Huddleston Subject: revised price document Janice, Have you had a chance to look at the pricing and send an updated sheet with the $2000 as a not to exceed amount? Thanks, Andrea Andrea Ftren, CPPB City of Fayette vile. Purchashg Agent 113 W. Mountain Fayetteville, AR 72701 Phone: (479) 575-8220 TDD (Telecommunications Device for the Deaf): (479) 521-1316 aforen(aci, fayeftevife, ar. us www.aaccessfayetteyille. or4 j Please consider the envirbrvnenl before pnnung my e-mail NOTICE: This electronic mail message and any files transmitted with it are intended exclusively for the individual or entity to which it is addressed. The message, together with any attachment, may contain confidential and/or privileged information. Any unauthorized review, use, printing, saving, copying, disclosure or distribution is strictly prohibited. If you have received this message in error, please immediately advise the sender by reply email and delete all copies. file://C:\Documents and Settings\aforen.0001Local Settings\Temp\XPgrpw... 11/19/2009 J vil1e r ARKANSAS " l �P City of Fayetteville, Arkansas Purchasing Division — Room 306 113 W. Mountain Fayetteville, AR 72701 Phone: 479.575.8220 TDD (Telecommunication Device for the Deaf): 479.521.1316 REQUEST FOR PROPOSAL: RFP 09-16, Electronic Check Processing Services DEADLINE: Friday, August 14, 2009 at 2:00 PM, Central Standard Time DELIVERY LOCATION: Room 306— 113 W. Mountain, Fayetteville, AR 72701 PURCHASING AGENT: Andrea Foren, CPPB, aforen(aci.fayetteville.ar.us, 479.575.8220 DATE OF ISSUE AND ADVERTISEMENT: Friday, July 24, 2009 REQUEST FOR PROPOSAL RFP 09-16, Electronic Check Processing Services No late proposals will be accepted. RFP'S shall be submitted in sealed envelopes labeled "RFP 09- 16, Electronic Check Processing Services" with the name and address of the Proposer. RFP's shall be submitted in accordance with the attached City of Fayetteville specifications and RFP documents attached hereto. Each Proposer is required to fill in every blank and shall supply all information requested; failure to do so may be used as basis of rejection. The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in strict accordance with the specifications and general conditions of bidding, all of which are made a part of this offer. This offer is not subject to withdrawal unless upon mutual written agreement by the Proposer/Bidder and City Purchasing Manager. Name of Firm: Contact Person: E -Mail: Business Address: City: State: Signature: City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 1 of 14 Title: Phone: Date: Zip: City of Fayetteville RFP 09-16, Electronic Check Processing Services Advertisement -- 07/24/2009 The City of Fayetteville, Arkansas, invites qualified firms to submit proposals to the City for electronic check processing services. To be considered, proposals must be received at the City Administration Building, City Hall, Purchasing — Room 306, 113 West Mountain, Fayetteville, Arkansas before Friday, August 14, 2009 at 2:00 PM, Central Standard Time. No late proposals shall be accepted. Proposal forms must be downloaded from the City's web site at http://www.accessfayetteviIle.org. All questions regarding the RFP process should be directed to Andrea Foren at aforen ci.fayetteviIle.ar.us or (479)575-8220. Proposers shall be qualified to do business and licensed in accordance with all applicable laws of the state and local governments where the project is located. Pursuant to Ark. Code Annotated 22-9-203, the City of Fayetteville encourages all qualified small, minority and women business enterprises to propose and receive contracts for goods, services, and construction. Also, City of Fayetteville encourages all prospective Proposers to subcontract portions of their contract to qualified small, minority, and women business enterprises. The City of Fayetteville reserves the right to reject any or all proposals and to waive irregularities therein, and all Proposers shall agree that such rejection shall be without liability on the part of the City of Fayetteville for any damage or claim brought by any Proposer because of such rejections, nor shall the Proposers seek any recourse of any kind against the City of Fayetteville because of such rejections. The filing of any Proposal in response to this invitation shall constitute an agreement of the Proposer to these conditions. CITY OF FAYETTEVILLE By: Andrea Foren, CPPB Title: Purchasing Agent Ad date: 07/24/2009 City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 2 of 14 City of Fayetteville RFP 09-16, Electronic Check Processing Services Scope of Services and General Information 1.0 Goals The City of Fayetteville, Arkansas, hereinafter referred to as "City", seeks proposals in response to this Request for Proposal from experienced and qualified firms to assist the City in implementing electronic check processing, including but not limited to service, equipment, and technical support. 2.0 Scope of Work & Equipment While the exact range and extent of services is subject to negotiation, it is anticipated that the selected consultant shall provide, as a minimum, services, equipment, and personnel necessary to perform the following: 1. Provide 2 current license as well as administration access to information 2. Index and allow for customized searchable fields as needed 3. Ability to create a file allowing funds to be deposited electronically to ANY bank supporting either X9.37 or ACH NACHA or hybrid of both through least cost routing 4. Create a file to interface with existing data base for posting payments and be capable with other should the city decide to change without cost 5. System shall be easily scalable to accommodate increased volume 6. Shall interface with and allow for multiple scanner styles to be used for various volume processing needs, not limited too but including flatbed TWAIN driven scanner and Kofax driven scanners 7. Ability to run items regardless of orientation (software should recognize items even if run upside-down) 8. Support many batch types, and rules sets for exceptions based on batch types 9. Support the reading of OCR, barcodes, machine printed information, check boxes and hand printed information on any remittance or coupon types 10. Support template recognition such that different coupon styles could be run together 11. Print audit trail information on the checks and coupons 12. Provide Batch, Deposit, Summary, and Reject Reports 13. Provide account and payment information for FTP upload to billing system 14. Provide image capture and retrieval of checks and payment coupons — front and back images City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 3 of 14 15. Ability of the equipment and software to meet City's general and specific integration requirements 16. Software packages available now and enhancements planned 17. Vendor's ability to support both the hardware and software 18. Level, quality and type of client training and technical assistance provided 19. Upward compatibility for future growth 20. 100% compatible with Windows NT, 2000, XP, Microsoft Vista Operating System, or current Microsoft operating system 21. Software must be compatible with City's networking environment 22. Software must be able to print documents direct to PC networked printers 23. SQL Database compatible 24. Software must be currently supported with no plans for phase out 25. Software adheres to widely accepted industry standards 26. Software is easy to use and has a Graphical User Interface (GUI) 27. Adequate security features, including the ability to set access controls at multiple levels (including user ids and passwords that restrict access to certain functions and jobs 28. Customer support, with a toll -free support line, and available email and remote diagnostics during normal business hours 29. Read, reconcile, & verify audit trail utility coupons 30. Upload data from coupons and checks into any Utility Billing system 31. Support Multiple OCR Fonts and Bar Codes 32. Must display image for data entry and allow zooming to amount field 33. Process the following types of transactions, either in separate batches or mixed within a batch: a. Single coupon/single check b. Multiple checks/single coupon c. Multiple coupon/single check d. Multiple coupons/multiple checks e. Exceptions f. Check only processing g. Coupon only processing 34. Key amount or full amount processing 35. CAR/LAR (Courtesy Amount Recognition/Legal Amount Recognition) to read check amounts City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 4 of 14 36. Read multiple amounts (Amount Due, Total Due, Late Amount Due, Amount Due with Donation, etc.) 37. Automatic rejection of exception transactions 38. Substitute coupon processing 39. Automatic check endorsement 40. Generate Daily Activity Detail Report 41. Generate Daily Activity Summary Report 42. Generate Daily Deposit Reports 43. Generate Rejection Reports 44. Ability to archive reports 45. Online Retrieval of Images, both front and back of coupons and checks 46. Retrieval and database indexing of stored images is required 47. Optional image Archiving and Retrieval for long-term storage and permanent archive to a CD- ROM or DVD 48. Ability to enlarge areas of interest by zooming with a simple mouse click 49. Ability to print front and back of Check/Coupons Images 50. Multiple balancing functioning displaying both coupons and checks on the same screen 51. Ability to change coupons to checks and checks to coupons 52. Ability to rotate images 53. Ability to read scan lines upside down 54. Ability to read checks upside down 55. Ability to read account number and amounts from coupon zones other than an OCR scan line or barcode 56. Shall be able to interface with the City's revenue accounting system 57. Equipment shall provide the following minimum: a. Rated speed of 180 checks per minute b. Simplex, duplex, grayscale, black and white operating modules c. Resolution — 240x240 dpi, 200x200 dpi, 150x150 dpi, 100x100 dpi d. Automatic document feeder that holds up to 200 items with two (2) output pockets e. Automatic page size detection f. Document sizes: Width 4.7"x9.1" — Length 2.4"x4.6" City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 5 of 14 3.0 Term of Contract The contract may be terminated by either party by giving the other party written notice of such intent not less than thirty (30) days prior to the effective date of the termination. In the event of termination, claims for compensation owed the consultant by the City shall be limited to verifiable services rendered. 4.0 General Conditions 4.1 Legal Compliance Each Proposer is responsible for full and complete compliance with all applicable laws, rules, regulations and licensing requirements imposed by any public authority having jurisdiction. The terms and provisions of this request for proposal and any resulting contract shall be construed in accordance with the laws of the State of Arkansas, and any and all litigation or actions commenced in connection with this RFP or contracts resulting for this RFP shall be instituted in the appropriate courts in the State of Arkansas. 4.2 Proposer's Insurance The consultant must provide and maintain in force at all times during the term of the services contemplated herein insurance for Workers' Compensation, Commercial General Liability, and Automobile Liability. Evidence of such coverage is not required to be submitted as part of proposal and will be requested after a valid contract is in place. 4.3 Approval of Agent The City reserves the right to require the successful consultant to replace the assigned agent with another agent of the same company if, in the opinion of the City, the agent is not rendering or is incapable of rendering the quality of service and cooperation required. 4.4 Indemnification The consultant, in performing its obligations under this contract, is acting independently and the City assumes no responsibility of liability for the consultant's acts or omissions to third parties, and the consultant shall agree to indemnify and hold harmless, the City, its officers and employees against any and all claims, lawsuits, judgments, costs and expenses for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by the consultant's breach of the terms or provisions of contract, or by any negligent act or omission of the consultant, its officers, agents, employees, or invitees, in the performance of this contract; except that the indemnity specified in this paragraph shall not apply to any liability resulting from the sole negligence of the City, its officers, or employees. in the event of joint and concurrent negligence of both the consultant and the City, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Arkansas, without, however, waiving any governmental immunity available to the City under Arkansas law and without waiving any defense of the parties under Arkansas law. City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 6 of 14 This paragraph is solely for the benefit of the consultant and the City and is riot intended to create or grant any rights, contractual or otherwise, to any other person or entity. 4.5 Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing City contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. 5.0 Proposal Format 5.1 Executive Summary Prefacing the proposal shall be an Executive Summary of three (3) pages or less, providing in concise terms a summation of the proposal and bearing the signature of an individual authorized to bind the firm. 5.2 Structure of Proposal The proposal itself shall be organized in the following format and informational sequence: Part 1 — Business Organization, Experience, & Other Information (minimum requirements): (1) Provide resumes and information on the senior personnel who will be the City's contact and be dedicated to work with the City, including a description of their experience in providing these services and ability to build a successful relationship with the City's Staff. Detail what percentage of each individual's time would be spent working on the City's account. Also, indicate what other accounts this individual will have. (2) Provide an organizational chart of the firm that includes all of the individuals who will be responsible for the City's account. (3) Firm's recent history including examples of types of services for other City's, Counties or other government type entities. (4) A detailed description of similar work performed by the firm and its associates during the past five years. (5) Names, addresses, telephone numbers, and contact persons of five clients for whom the bidder has performed similar services during the past three years. (6) Listing of any past or current litigation and law suits (including outcome of each listed) filed against the submitting firm. (7) Description of the proposed method of doing work Part II- Authorized Negotiator. City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 7 of 14 r. The proposal shall provide the name, title, address, and telephone number of the person authorized to negotiate contract terms and render binding decisions on contract matters. This should be submitted on the form provided for contact information. (See: Authorized Negotiator Information Form) Part Ill - Cost Proposal: The City seeks an all-inclusive cost structure which will allow predictability of fees and accuracy in budget planning. The Proposer's plan of compensation for all equipment and services preferably should be quoted in aggregate as a flat annual fee as full remuneration for performing all services. If there are expenses which are considered reimbursable and are not included in the fixed fee, such expenses shall be fully identified and quantified. Cost proposal shall include an itemized detail of total cost which considers both initial acquisition and ongoing operating costs. 6.0 Competitive Selection Evaluation factors outlined in paragraph 7,0 shall be applied to all eligible, responsive firms in comparing proposals and selecting the successful consultant. While the City reserves the right to interview any or all Proposers, award of a contract may be made without discussion with Proposers after proposals are received. Proposals should, therefore, be submitted on the most favorable terms available. 7.0 Proposal Evaluation Factors The evaluation criteria will have the following relative weighting given each item: 1) 25% Qualifications in Relation to Specific Project to be Performed: Information reflecting qualifications of the firm. Indicated specialized experience and technical competence of the firm in connection with the type and complexity of the service required. Subcontractors, if used, must be listed with information on their organization. 2) 25% Experience, Competence, and Capacity for Performance: Information reflecting the names, titles, and qualifications (including experience and technical competence) of the major personnel assigned to this specific project. Provide detailed breakdown of subcontractor's staff to be used and how they are to be used to supplement your staff. 3) 25% Proposed Method of Doing Work: A proposed work plan (description of how the project would be conducted as well as other facts concerning approach to scope you wish to present) indicating methods and schedules for accomplishing each phase of work. Include with this the amount of work presently underway. This evaluation factor includes equipment submitted as part of this proposal. 4) 10% Past Performance: Previous evaluations shall be considered a significant factor. If previous evaluations with the City are not available, the professional City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 8 of 14 firm's past performance records with City and others quality of work, timely performance, diligence, ability to any other pertinent information. Firm will provide a list and person whom we can contact for information_ 5) 15% Price City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 9 of 14 will be used, including meet past budgets, and of similar jobs performed City of Fayetteville RFP 09-16, Electronic Check Processing Services Terms & Conditions 1.) All Proposers shall be in corn pliance with all Federal, State, and Local requirements and regulations. 2.) No payments or bids may be based on time and material costs. 3.) Awarded vendor shall submit invoices regularly. Payment terms shall be net 30 from date of invoice 4.).All contract amendments and modifications shall be made in writing and properly approved by the City of Fayetteville Mayor and City Council. 5.) Proposals shall be received at the address listed below and are due Friday, August 14, 2009 at 2:00 PM, CST. City of Fayetteville Attention: Andrea Foren — Room 306 113W. Mountain Fayetteville, AR 72701 6.) It is the responsibility of the Proposer to have its sealed proposal at the Purchasing Office prior to the date and time of opening. No late proposals will be accepted. Proposals received after the scheduled proposal deadline will remain unopened and will not be considered. 7.) The City of Fayetteville reserves the right to reject any or all proposals, waive formalities and make the award based on the best interest of the City. 8.) It shall be clearly understood that any costs incurred by the Proposer in responding to this request for proposal is at the Proposer's own risk and expense as a cost of doing business. The City of Fayetteville shall not be liable for reimbursement to the Proposer for any expense so incurred, regardless of whether or not the proposal is accepted. 9.) Any inquiries or requests for explanation in regard to the City's requirements should be made promptly to Andrea Foren, City of Fayetteville, Purchasing Agent via e-mail (aforen ci.fayetteville.ar.us) or telephone (479.575.8220). No oral interpretation or clarifications will be given as to the meaning of any part of this request for proposal. All questions, clarifications, and requests, together with answers, if any, will be provided to all firms via written addendum. Names of firms submitting any questions, clarifications, or requests will not be disclosed until after a contract is in place. 10.) Any conditions or expectation on the part of the Proposer for performance by the City must be set forth in the proposal. The City is not obligated to consider the Proposer's post submittal terms and conditions. 11.) At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. NOTE: Each Proposer shall submit an "Authorized Negotiator Form". 12.) The City will not be responsible for misdirected proposals. Proposer should call the Purchasing Office at (479) 575-8220 to insure receipt of their proposal documents prior to opening time and date listed above. City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 10 of 14 13.) Any information provided herein is intended to assist the Proposer in the preparation of proposals necessary to properly respond to this RFP. The RFP is designed to provide qualified Proposers with sufficient basic information to submit proposals meeting minimum specifications and test requirements, but is not intended to lim it a RFP's content or to exclude any relevant or essential data. 14.) The RFP and any addenda issued may be obtained from www.accessfavetteville.org and clicking "Bids, RFP's and RFQ's" then tab titled "RFP's". Proposers are at liberty and are encouraged to expand upon the details, qualifications and proposals to give additional evidence of their ability to perform and provide a system as described in this RFP. All updates and changes to the RFP will be posted on the website and Proposers are encouraged to check daily for new information or updates. Each Proposer is required before submitting a proposal to be thoroughly familiar with the requirements and specifications listed in this RFP. Additional allowances will not be made due to Proposers lack of knowledge relating to the terms, conditions and specifications contained within this RFP. It is the responsibility of the Proposer to determine if any component(s) of this specification do not meet the required standards of applicable federal, local, state law or specifications. 15.) The proposal must contain the signature of a duly authorized officer or agent of the Proposer's company empowered with the right to bind and negotiate on behalf of the Proposer for the amounts and terms proposed. 16.) ***The Proposer is required to submit one (1) original and six (6) copies of the proposal. In addition, one (1) electronic copy of all submitted documents shall be submitted on a properly labeled CD. The use of Adobe (PDF) is highly recommended but not mandatory. All electronic copies shall be compatible with Adobe and Microsoft Windows applications. 17.) It is intended that the all documents pertaining to this request for proposal shall define and describe the complete services to which they relate. 18.) The Proposer is advised to examine all documents and current parameters of the services in becoming fully informed as to their conditions. This includes the conformity with specific standards and the character, quality and quantity of the reports and services required. Failure to examine these areas will not relieve the successful Proposer of his obligation to furnish all deliverables and services necessary to carry out the provisions of the contract. 19.) The City of Fayetteville will consider the degree to which each Proposer has submitted a complete proposal without irregularities, excisions, special conditions, or alternative proposals for any item unless specifically requested in the RFP. 20.) Proposers irrevocably consent that any legal action or proceeding against it under, arising out of or in any manner relating to this Contract shall be prevailed by Arkansas law. Proposer hereby expressly and irrevocably waives any claim or defense in any said action or proceeding based on any alleged lack of jurisdiction or improper venue or any similar basis. 21.) The successful Proposer shall not assign the whole or any part of this Contract or any monies due or to become due hereunder without written consent of City of Fayetteville. In case the successful Proposer assigns all or any part of any monies due or to become due under this Contract, the Instrument of assignment shall contain a clause substantially to the effect that is agreed that the right of the assignee in and to any monies due or to become due to the successful Proposer shall be subject to prior liens of all persons, firms, and corporations for services rendered or materials supplied for the performance of the services called for in this contract. 22.) The successful Proposer's attention is directed to the fact that all applicable Federal and State laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction over the services shall apply to the contract throughout, and they will be deemed to be included in the contract as though City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 11 of 14 written out in full herein. The successful Proposer shall keep himself/herself fully informed of all laws, ordinances and regulations of the Federal, State, and municipal governments or authorities in any manner affecting those engaged or employed in providing these services or in any way affecting the conduct of the services and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over same. If any discrepancy or inconsistency should be discovered in these Contract Documents or in the specifications herein referred to, in relation to any such law, ordinance, regulation, order or decree, s/he shall herewith report the same in writing to City of Fayetteville. City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 12 of 14 City of Fayetteville RFP 09-16, Electronic Check Processing Services Authorized Negotiator Information — TO BE SUBMITTED WITH ALL PROPOSALS At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-mail address, and phone number (preferably a cell phone number) where the City selection committee can call for clarification or interview via telephone. PART I:, Primary Contact Information: Name of Firm: Name of Primary Contact; Title of Primary Contact: Phonc#1 (cell preferred): E -Mail Address: PART 2 .Contact for Legally: Binding Contracts: Phone#2: is the primary contact (listed in Part I) able to legally bind contracts? YES NO (circle one) If no, please list contact that can legally bind a contract for the firm: Name: Title: Phone#1 (cell preferred): E -Mail Address: Date: Signed: City o€ Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 13 of 14 Phone#2: City of Fayetteville RFP 09-16, Electronic Check Processing Services Statement of No Bid — If Applicable In order to assist the Purchasing Division of Fayetteville in evaluating and improving our solicitation process, we are asking for completion of this form and returning via fax or e-mail. By submitting this form, it will assist us in evaluating all response, improving our bid solicitation process, and to maintain a positive relationship with our vendors. We, the undersigned, have declined to bid for the following reason(s): 1. We do not offer this service/product 2. Our schedule would not permit us to perform 3. Unable to meet specifications 4. Insufficient time to respond to the Invitation to Bid 5. We are unable to meet bond requirements 6. Other (Explain) *NAME OF FIRM: *BUSINESS ADDRESS: *CITY: *PHON *E-MAIL ADDRESS: *BY:( PRINTED NAME) *AUTHORIZED SIGNATURE: *TITLE: *PLEASE LIST OTHER COMMENTS BELOW: *STATE: *ZIP: V *DATE: *Please note: We appreciate your feedback on this form and are very interested in your reason for not bidding. Please do not hesitate to contact us at 479-575-8220 if you have questions, comments, or concerns regarding these bid documents. City of Fayetteville, AR RFP 09-16, Electronic Check Processing Services Page 14 of 14 Profit:r.ry ar s ProfitStars Customer Agreement Order Form Attachment Standard Terms and Conditions (Government Customers) DEFINITIONS 1.1 "Customer" means the government customer identified in the Customer Agreement. 1.2 "Customer Agreement" means the procurement agreement or purchase order document issued by Customer to JHA for the acquisition of Software Licenses, Services, Maintenance, Hardware and Professional Services from JHA, including any written modification or addenda to the Customer Agreement which references the Customer Agreement and is executed by both parties. 1.3 "Documentation" means all installation, operating instruction and end user manuals, In hard copy or electronic form, provided by JHA with the Software programs to support the use and operation of the Software programs. 1.4 "Enhancements" mean new Software program or Services features or functions provided by JHA to Customer and other JHA customers as part of Maintenance which are not licensed or sold by JHA separately for an additional Software license or cervices subscription fee payable by its customers generally. Once installed by Customer, Enhancements become an integrated part of the Software or Services, as applicable. 1.5 "Error" means any material defect or malfunction of a Software product or Services that causes the Software or Services not to operate in accordance with the Documentation. 1.6 "Hardware" means any third party computers, scanners, peripherals or other equipment offered by JHA to Customer and any third party operating system, database, firmware and other software programs that may be installed on the Hardware and used to operate the Hardware. 1.7 "JHA" means Jack Henry & Associates, Inc. and/or its subsidiary or affiliated companies who have executed the Customer Agreement and provide the Solution, Maintenance and Professional Services to Customer under the Customer Agreement 1.8 "Maintenancemeans the standard Software or Services maintenance support deliverables provided by JHA to Customer as further specified in these Standard Terms and Conditions or the Customer Agreement. 1.9 "Professional Services" means any installation, conversion, customization, consulting, training or other services performed by JHA to assist in Customer's implementation of the Solution. 1.10 "Services" means any solution -based service offering other than Professional Services which is identified in the Customer Agreement and is owned by JHA. 1.11 "Software' means the JHA software programs identified in the Customer Agreement; Documentation accompanying the software programs; and all Enhancements, Updates, Upgrades, customizations, modifications of the software programs and Documentation. 1.12 "Solution" means any combination of Software, Third Party Software, Services, Third Party Services and Hardware which are provided by JHA to Customer under the Customer Agreement. 1.13 "Third Party Services" shall mean any service offering which is identified as a Third Party Services offering In the Customer Agreement and is owned by a party other than JHA. 1.14 "Third Party Software" means any software program and accompanying documentation that is identified as a Third Party Software product in the Customer Agreement and is owned and licensed by a party other than JHA. 1.15 "Updates" means periodic program fixes, patches and releases issued by 31 -IA to correct Errors reported in the Software programs or Services as part of standard Maintenance. Once installed by Customer, Updates become an integrated part of the Software or Services, as applicable. 1.16 "Upgrades" means new versions of the Software or Services issued by )HA which include major new features and functionality for which JHA requires the payment of a separate Software license or Services subscription fee from its customers generally. SCOPE OF AGREEMENT 2.1 These Standard Terms and Conditions pertain to Software licenses, Services and Hardware acquired by Customer from JHA and associated Maintenance and Professional Services that may be acquired by Customer from JHA with respect to installation and implementation of the Software, Services and Hardware. Each Software license, Services and Hardware acquisition transaction will be identified in the Customer Agreement with which these Standard Terms and Conditions are incorporated. When attached to and referenced in the Customer Agreement, these Standard Terms and Conditions shall be incorporated as part of the Customer Agreement as if fully set forth therein. 2.2 With respect to Third Party Software licensed or Third Party Services acquired by Customer from JHA, the third party owner's software license agreement ProfitStars Customer Apr Order Form —Govt StdTC--US rev 3208 or services agreement accompanying the Third Party Software or Third Party Services will govern Customer's use. For a particular Software or Services offering, a supplemental exhibit or addendum document may be included with the Customer Agreement or these Standard Terms and Conditions that provides supplemental terms and conditions applicable specifically to that Third Party Software or Third Party Services offering. 3. FEES 3.1 Customer shall pay to JHA the fees and expenses identified in the Customer Agreement for the Solution, Maintenance and Professional Services delivered by JHA to Customer which conform to the Customer Agreement. 3.2 Customer shall promptly reimburse JHA for all actual, reasonable out-of- pocket expenses incurred by JHA's personnel traveling to and from Customer's site to perform Professional Services. If the Customer Agreement indicates a not -to - exceed amount for these reimbursable expenses, JHA will limit its billing of its reimbursable expenses to the agreed limit. JHA will incur these expenses in accordance with JHA's corporate travel policies and procedures and will invoice these expenses to Customer on a monthly basis as incurred. With Its invoices, JHA will provide documentation of all reimbursable travel expenses charged to Customer. 3.3 The parties recognize that Customer is a government entity and as a result JHA will not invoice Customer for sales or use taxes pertaining to the transactions identified in the Customer Agreement on the basis of Customer's status as a tax-exempt entity. If however Customer is not exempt from the obligation to pay such taxes for the items or services provided by JHA to Customer under the Customer Agreement JHA will invoice Customer and Customer shall be solely responsible to pay all such taxes imposed by another government entity on the transactions completed under the Customer Agreement except for taxes based on JHA's revenue or income. 4. GRANT OF LICENSES AND USAGE RIGHTS TO SOFTWARE AND SERVICES 4.1 Software Licenses and Usage Rights. In consideration of Customer's payment of the Software license fees identified in the Customer Agreement, JHA grants to Customer a non -transferable (except as authorized herein) and non- exclusive license or usage right to install the Software internally and access and use the Software solely for its internal operations, in accordance with the scope, configuration and quantity of the Software licenses identified in the Customer Agreement and pursuant to these Standard Terms and Conditions, For Software designated as server -based Software, Customer shall be entitled to install, access and use the Software programs on a single server computer located at Customer's site listed in the Customer Agreement Customer may transfer the installation of the Software programs to another server at Customer's site by giving JHA prior written notice and the full installation details of the new Customer site of the installation. for Software designated as being workstation -based Software, Customer may install the Software programs on the number of Customer -owned client workstations and access the Software programs up to the maximum limit of the authorized users shown in the Customer Agreement for the workstation licenses purchased by Customer. If the Software license has an annual license term, the annual Software license fee includes standard Maintenance provided by JHA for the Software products. 4.2 U.S. Government Rights. If Customer is a U.S. government entity, the Software products and/or Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software —Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights In Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. 4.3 Software License and Usage Right Term Period: (a) License and Usage Right Term Options. As shown in JHA's quotation of Software licensing or usage rights options to Customer, JHA may offer the Software products for Customer's use for the duration of any of the following license or usage right term periods: (1) Twenty five (25) year license term, which requires the payment of a one-time license fee to JHA for Customer's use of the Software over this period. Annual Software Maintenance fees are charged separately from this one-time license fee. (2) Twelve (12) month license term ("Annual Term"), which is renewable for successive twelve month periods and requires the payment of an annual license fee to JHA for Customer's use of the Software over this period. Annual Software Maintenance fees are included as part of the Annual Term license fees paid by Customer. (3) Monthly Usage right term ("Monthly Usage Term"), which is renewable one calendar monthly basis and requires the payment of a monthly usage fee to JHA for Customer's use of the Software over this period, Software Maintenance fees are included as part of the Monthly Usage Term fees paid by Customer. The type and duration of Software licenses acquired by Customer will be specified in the Customer Agreement. JHA reserves the right to not offer any of the foregoing Software license term options for specific Software products. If no Software license term is specified in the Customer Agreement, then the license term period for the Software shall be deemed to be for an Annual Term. (b) License Tenn Commencement For all Software licensed under the Customer Agreement, the term of the Software license granted to Customer shall be for the period specified in the Customer Agreement, commencing on the following date as applicable (the 'Commencement Date'): (1) If Customer has contracted with )HA to install the Software at Customer's location, then the effective date of the license shall be the date that the Software has been installed and tested by JHA and is first made available to Customer for use in its production environment. (2) If Customer has not contracted with JHA to install the Software at Customer's location, then the effective date of this initial license of the Software shall be the date of JHA's delivery of the Software to Customer. (3) If Customer has contracted with JHA to install and use the Software as part of processing services or a hosted service to be provided by JHA to Customer via a remote Customer connection to JHA's data center or hosted service center used by JHA to provide the Software to Customer, then the effective date of the license or usage right shall be the date that the Software has been installed and tested by JHA and is first made available to Customer for use in its production environment. (c) Annual Term Licenses. (1) For Annual Term Software licenses, after completion of the initial Annual Term of the Software license, the Software license may be renewed by Customer for additional Annual Terms as follows: (A) JHA will provide Customer with a quotation or Invoice of the Annual Term license fees due for the next following Annual Term license period for the Software then licensed by Customer. JHA shall provide this written quotation or invoice to Customer no later than sixty (60) days prior to the Annual Term license renewal anniversary date. The Annual Term Software license fee will not be increased by IHA by more than ten percent (10%) over the preceding Annual Term Software license fee for the same scope and configuration of the Software licenses, except as provided in Section 4.5 below. If JHA does not notify Customer of an increase in the Annual Term license fees, then the renewal Annual Term license fees shall be the same as the Annual Term license fees paid by Customer for the Annual Term period immediately preceding the renewal Annual Term period. (B) Customer may contract for the Annual Term license renewal by (i) issuing a purchase order to IHA prior to the next renewal Annual Term anniversary date for the Software license, which indicates an Annual Term license renewal for the Software products, or (ii) paying the invoice received from JHA for the renewal Annual Term license no later than the renewal anniversary date. (2) Withdrawal of Annual Term Licenses: After completion of the first full initial Annual Term license period, JHA reserves the right to withdraw the availability of the Annual Term licenses of any or all of the Software products licensed by Customer, by giving Customer written notice of non -renewal of the Annual Term licenses at least one hundred eighty (180) days prior to the next renewal anniversary date. (3) Prorated Initial Annual Renewal Term: After completion of the first Annual Term, JHA reserves the right to prorate the Annual Term so that it will expire on the next following July 1 and each Annual Term will commence on July 1 thereafter. In this instance, JHA will issue a partial year invoice to Customer covering this prorated Annual Term period, and issue regular full Annual Term invoices to Customer thereafter. (d) Monthly Usage Term: For Monthly Usage Term transactions, the Monthly Usage Term will automatically renew on a calendar monthly basis, until such time that either Customer or JHA shall terminate the Monthly Usage term by giving at least ninety (90) days prior written notice of termination. Each monthly fee will be due and payable by Customer in advance no later than the first day of each calendar month during the term of the Monthly Usage Term. 4.4 Services Subscription Term: For Services acquired under the Customer Agreement, the subscription term of the Services granted to Customer shall be for the period specified in the Customer Agreement commencing on the date that the Services have been installed and tested by IHA and are first made available to Customer for use in its production environment (the 'Commencement Date'). If no Services subscription term is specified in the Customer Agreement and the Services are being acquired by Customer for use with Software licensed under the Customer Agreement, then the Initial subscription term for the Services shall be for a period of one (1) year and automatically renewed for additional terms of one (1) year each unless terminated by either party giving the other party at least ninety (90) days written notice of termination prior to the annual renewal anniversary date. 4.5 Additional Software or Services fees will be due and payable by Customer to JHA for using the Software or Services to process the data or requirements of entities other than Customer; for an increase in the scope, configuration or quantity of its existing Software licenses or Services; or for licensing or acquiring additional Software products or Services. The Software and Services are licensed and provided for use in Customer's production environment. If Customer wishes to utilize the Software or Services in its nonproduction environments, such as development, testing, or disaster recovery, additional Software license or usage rights fees or Services fees may be charged by JHA for such use. 4.6 Except as authorized by law or in these Standard Terms and Conditions, the Software licenses or Services acquired by Customer may not be assigned, sublicensed, or otherwise transferred or copied in any manner by Customer to any other entity without the prior written consent of JHA. The Software or Services may not be used by Customer in a timesharing, rental, ASP/hosted or service bureau environment to provide access to the Software or Services to a third party, without the prior written consent of JHA. Customer shall be authorized to make a reasonable number of copies of the Software for its archival or back-up purposes only. Customer may print a reasonable number of hard copies of the online documentation for the sole reference and use by individual users of the Software within Customer's organization. Ali authorized copies of the Software programs or Documentation made by Customer shall include all of the proprietary notices and legends included by )HA or its licensors on the original Software programs and Documentation. 4.7 Customer shall not disassemble, reverse engineer, decompile or perform any other action to determine the source code of the Solution except to the extent such action is authorized by applicable law, nor shall Customer create any derivative works from the Solution. Customer shall not remove or alter proprietary notices or legends placed by JHA or its licensors on any of the Solution or on other materials associated with the Solution. 4.8 If Customer wishes to provide access to any features or functions performed by the Software or Services to any third party provider in order to establish interoperability between JHA's Software or Services and the third party's products or services, Customer will first require the third party provider to sign JHA's standard confidentiality agreement provided by JHA for this purpose, authorizing the third party provider's use of and access to the Software or Services. 4.9 Customer covenants and warrants to JHA that all third parties granted access to or use of the Software or Services by Customer shall abide by and be bound to comply with the provisions of the Customer Agreement and these Standard Terms and Conditions as though they were the Customer. Customer accepts full responsibility and liability to JHA for any breach of the Customer Agreement or these Standard Terms and Conditions committed by the third party who is granted access to the Software by Customer. A breach of the Customer Agreement or these Standard Terms and Conditions committed by a third party granted access to the Software by Customer shall be deemed to be a breach committed by Customer. JHA and its licensors shall be deemed to be intended third party beneficiaries of any written agreement between Customer and a third party to whom Customer has granted access to the Software or Services, to enable JHA and its licensors at their election to enforce the terms of the Customer Agreement or these Standard Terms and Conditions and protect their rights to the Software and Services directly against the third party. 4.10 For any Third Party Software or Third Party Services identified in the Customer Agreement, the licenses and rights granted to Customer for use of the Third Party Software or Third Party Services will be specified in and governed by one of the following: (a) Supplemental terms and conditions appended to the Customer Agreement or these Standard Terms and Conditions which apply solely to the Third Party Software or Third Party Services involved; or (b) a separate software license agreement or services agreement provided by the owner of the Third Party Software or Third Party Services which the owner requires to be signed or acknowledged by Customer prior to being granted access to the Third Party Software or Third Party Services. JHA makes no separate grant of licenses or rights or extends any product or services warranties, indemnities and liabilities for Third Party Software or Third Party Services to Customer. Any warranties or indemnities provided by the owner of the Third Party Software or Third Party Services in its standard software end -user license agreement or services agreement shall exclusively apply to the product or services. To the extent authorized by the owner of the Third Party Software or Third Party Services, JHA shall pass through to Customer for Customer's benefit all end -user software warranties and indemnities that the owner of the Third Party Software or Third Party Services provides directly to JHA. 4.11 Not more than once each calendar year during the term of the Customer Agreement, JHA or its audit representatives may at JHA's expense conduct an audit at Customer's site upon at least fifteen (15) days prior written notice to verify that Customer's use of the Solution conforms to the terms of the Customer Agreement and these Standard Terms and Conditions. If an audit uncovers wrongful use or copying of the Solution by Customer, Customer shall pay to JHA the then -current fees due for the additional copying and usage of the Software or Services. Further, if the additional fees associated with Customer's wrongful copying or usage of the Solution exceeds 120% of the fees paid by Customer for its licensed Solution Installation, Customer shall reimburse JHA for its reasonable costs of performing the audit. HARDWARE ACQUISITION TERMS 5.1 All Hardware sold by JHA to Customer under the Customer Agreement is manufactured by third parties. Upon mutual execution of the Customer Agreement, )HA will place an order for the Hardware with the third party manufacturer of the Hardware or its distributor or dealer for delivery of the Hardware to Customer. The Hardware will conform to the then -current published written technical specifications of the Hardware provided by IHA to Customer immediately prior to execution of the Customer Agreement. In the event that Customer requests a change in the order specifications or Hardware configuration details after JHA's placement of the order with the third party Hardware provider, Customer shall reimburse JHA for any rework charges levied by the third party Hardware provider. Customer acknowledges that a Hardware manufacturer may reserve the right to include new and used parts in its ProfrtStars Customer Agr Order Fam—Govt StdTC--US rev 1208 Hardware, and that a Hardware manufacturer or provider may provide Hardware that has been previously installed, but for which a full warranty is provided by the Hardware manufacturer or provider for the Hardware. 5.2 The Hardware will be delivered to Customer at the Customer location specified in the Customer Agreement, unless a different location has been agreed in writing between Customer and JHA. Unless otherwise indicated in the Customer Agreement, Customer will be responsible for performing the installation of the Hardware at Customer's location, if Customer has contracted with JHA to perform the installation, Customer will provide a suitable location, environment and equipment for the installation and will assist in unpacking, moving and locating the Hardware, as requested by the Installer. Customer will pay JHA or the installer (as the case may be) its then current installation services fees and reimbursable reasonable out-of-pocket travel expenses. 5.3 Customer will be solely responsible for providing all components in its information technology environment necessary to Install and operate the Hardware in accordance with its published technical specifications, including but not limited to WAN/ AN network connectivity and management, switches, Ethernet drops, patch cables, UPS and Surge Protection, Rack Units, Rack mounting, Virus and Firewall protection. Products and/or services associated with fulfillment of these responsibilities may be purchased separately from JHA. Microsoft may require Customer to acquire a Service Provider License Agreement for any Microsoft licensed products to be used for Commercial Hosting. 5.4 Customer accepts sole responsibility for (a) its selection and use of the Hardware and programming to be operated with the Hardware to achieve Customer's intended results and the results obtained therefrom; and (b) the selection and use of, and results obtained from, any other equipment, programs, or services used by Customer with the Machines and programming. 5.5 The prices shown in the Customer Agreement for Hardware are F.O.B. shipping point and do not include any transportation, packing, crating, rigging, storage, warehousing, unloading, or shipment insurance charges, If any, which will be payable separately by Customer. Upon delivery of the Hardware to Customer, JHA will invoice Customer for the Hardware and related transportation and shipment insurance charges, which will be due and payable within thirty (30) days following Customer's receipt of the correct and valid invoice. 5.6 The title and ownership of all Hardware transfers to Customer when delivered by the Hardware provider to the transportation carrier; however, to the extent permitted by applicable law, JHA reserves a purchase money security interest in all Hardware delivered to Customer until the Hardware fees identified In Section 5.5 above are paid in full by Customer, If Customer falls to pay all Hardware fees in full when due, JHA shall have the right to take possession of the Hardware and remove it from Customer's location, at which event the title to the Hardware will automatically be transferred to JHA. 5.7 JHA will advise the Hardware manufacturer or provider of Customer's requested shipping dates, but Customer will accept and abide by any manufacturing or shipping date or sequence of Hardware units to be delivered as established or amended by the hardware manufacturer or provider. If the scheduled delivery date is extended on request of, or by the action of Customer, then Customer will pay any additional fee or charge assessed by the Hardware manufacturer or provider for such delay as incurred by IHA, together with any warehouse charges and other related expense, if any, resulting from such delay. Customer accepts all risk of loss or damage of the Hardware from and after delivery to the transportation carrier. )HA or JMA's supplier will arrange for shipment insurance coverage against risk of loss or damage to the Hardware while It Is In transit to Customer. Such coverage will be at Customer's expense. 5.8 Prices for the Hardware shall be as shown in the Customer Agreement, but are subject to price increases implemented by the Hardware manufacturer or provider prior to the scheduled shipment date of the Hardware, If a price increase is imposed by the Hardware manufacturer or provider prior to shipment of the Hardware, JHA will promptly give Customer written notice of the price increase. Customer may cancel its order for the affected Hardware units by written notice immediately delivered to JHA, otherwise the Hardware will remain on order but at the new increased sales price. 5.9 If any of the Hardware units are custom manufactured or configured in a nonstandard manner for Customer's order, Customer acknowledges that JHA may be unable to accept return of those Hardware units. Returns of any kind require prior approval by JHA and will not be accepted more than fifteen ( t5) days after shipment to Customer. Approved returns will only be accepted in the original, unopened, shipping container. All approved returns will be subject to a 20% restocking fee payable by Customer. 5.10 If a Hardware unit is determined to be defective upon delivery to the Customer location, Customer must notify JHA within ten (10) days of delivery and receive a defective machine return approval. Defective units may be repaired or replaced under the Hardware manufacturer's warranty or returned for credit at the discretion of JHA or the Hardware manufacturer. A restocking fee will not apply to returns of defective equipment approved by JHA. 5.11 The Hardware manufacturer or provider generally offers a separate Hardware maintenance contract for servicing the Hardware acquired by Customer, and in that case Customer shall have the option of acquiring this Hardware maintenance directly from the manufacturer or provider. JHA will have no liability or responsibility to Customer with regard to the separate Hardware maintenance contract between Customer and the manufacturer or provider, even If Customer acquires this Hardware maintenance contract from the Hardware manufacturer or provider through )HA under the Customer Agreement. WARRANTIES 6.1 Software and Services. With respect to Software and Services provided by JHA to Customer under the Customer Agreement, JHA warrants to Customer that: (a) For a period of ninety (90) days following JHA's initial delivery of the Software or Services to Customer (tire 'Warranty Period'}, the unmodified Software programs or Services will operate in accordance with the Documentation in effect at the time of delivery. If Customer has contracted for IHA to perform the Software or Services installation, the Warranty Period will commence on the date that the Software or Services have been installed and tested by JHA and first made available to Customer for use in Its production environment. Under this warranty, JHA will apply commercially reasonable efforts to correct Errors In the Software or Services reported by Customer during the Warranty Period at no extra charge to Customer. If JHA does not correct the Errors reported by Customer within thirty (30) days following the expiration of the Warranty Period, Customer may terminate this Agreement and receive a full refund of all fees paid by Customer to JHA for the affected Solution components under this Agreement Errors reported by Customer after expiration of the Warranty Period will be addressed by ]HA solely in accordance with the provisions of Section 7 (Software and Services Maintenance) below. JHA does not warrant that the Solution Is Error -free or will operate in an uninterrupted manner. (b) The Software and Services shall be provided by JHA free and clear of all liens and encumbrances. JHA further warrants that it has full power and authority to license and provide the Solution to Customer without the consent of any other person, or in the event such consent is required JHA has obtained all required consents. (c) JHA will utilize commercially available virus protection software in order to ensure that the Software and Services will be free from known viruses, bombs and other destructive elements which negatively affect Customer's use and operation of the Software and Services. (d) Maintenance of the Software and Services will be provided to Customer in a timely and professional manner consistent with technology industry standards for maintenance support of commercial software products and services comparable to the Software licensed and Services acquired by Customer under the Customer Agreement 6.2 Professional Services. IHA warrants that the Professional Services provided by JHA to Customer under the Customer Agreement will be performed in a timely and professional manner consistent with technology industry standards and in accordance with the requirements and specifications identified in the Customer Agreement or a separate statement of work, or services order negotiated and executed between the parties (as applicable). 6.3 Third Party Software and Services. JHA warrants that it has full power and authority to license and provide the Third Party Software and Third Party Services to Customer without the consent of any other party, or in the event such consent is required JHA has obtained all required consents. 6.4 Hardware. IHA warrants that (a) It has full power and authority to resell and deliver the Hardware to Customer without the consent of any other party, or in the event such consent is required )HA has obtained all required consents; and (b} Hardware installed by JHA will be properly Installed in accordance with the Hardware manufacturer's installation instructions. JHA does not make any other warranties, Indemnities or obligations for the Hardware and does not accept any liability for any warranties, indemnities or obligations which may be separately provided by the Hardware manufacturer or provider with respect to the Hardware acquired by Customer from JHA under the Customer Agreement. 6.5 THE WARRANTIES STATED IN THIS SECTION 6 ARE EXPRESSLY 1N LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JHA MAKES NO WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE ERROR FREE OR WILL OPERATE IN AN UNINTERRUPTED MANNER. SOFTWARE AND SERVICES MAINTENANCE 7.1 During the term of the Customer Agreement, in consideration of Customer's full payment of the fees for the Software, Maintenance and/or the Services subscription fees applicable to the transactions entered into between JHA and Customer under the Customer Agreement, JHA will provide Customer with the following standard Maintenance for the Software and Services: (a) Updates and Enhancements of the Software or Services which are provided by JHA to other then -current active Maintenance customers of the Software or Services. (b) Customer support help -desk, for the reporting, handling and resolution of Software product errors discovered by Customer. JHA's standard customer support help desk hours are 8:30 am through 5:30 pm, Central US time zone, Monday through Friday, excluding standard US holidays published by the Federal Reserve System. (c) Correction of Errors which prevent normal operation and use of the Software or Services, including the delivery of program error fix releases or PTFs. 7.2 Customer, at its expense, will provide JHA with remote VPN communication access (or comparable remote access technology) to its server on which the Software or Services have been installed to enable IHA to perform remote diagnosis and troubleshooting activities relating to the reported Error. If remote dial Profit5tars Customer Agr Order Form —Govt StdTC--US rev 1208 up access is provided, Customer shall initiate the call for the remote support session. JHA shall comply with all IT system access and security policies and procedures communicated by Customer regarding authorized access to its IT systems. 7.3 JHA's provision of standard Maintenance shall apply only to the then - current release of the Software or Services and the immediately preceding release of the Software or Services. Maintenance, if any, offered by JHA for older releases of the Software or Services shall be provided under a separate Professional Services purchase order negotiated and executed between )HA and Customer and subject to separate charges. 7.4 Standard Maintenance specifically excludes, and JHA will not be liable or responsible to perform Maintenance for, any problems caused or contributed to by the following: (a) A Software program or service which was not originally provided by JHA, or (b) An unauthorized alteration or revision to the Software or Services, or (c) Errors that were previously corrected by JHA and delivered to Customer In an update release of the Software or Services which has not been installed by Customer, or (d) Any problems with data on tape, disk or diskettes which have been caused by defects by hardware manufacturers programndng, or (e} Failure of Customer to load hardware manufacturers operational/system software new Releases and/or Program Temporary Fixes (PTFs}, or (f) Errors or problems which are the result of improper operator handling or use. (g) As part of its provision of standard Maintenance, JHA will not provide retrofitting, reintegration, and receding of any customization(s) which have been made to the Software or Services in order for the customizations to work with any then -current release version of the Software or Services. Any Professional Services to perform those activities which are agreed between JHA and Customer shall be documented In the Customer Agreement or a Statement of Work or services order executed between JHA and Customer which Includes the project details, scope of services deliverables, and services fees applicable to the Professional Services. OWNERSHIP 8.1 All Software and Services and other intellectual property provided by JHA to Customer shall be and remain the exclusive property of JHA and its licensors, subject to the licenses and rights granted to the Customer as defined in the Customer Agreement and these Standard Terms and Conditions. All Software provided by ]HA b Customer under this Agreement is licensed and not sold. 8.2 All software programs, data, technology and any other intellectual property owned by Customer and its licensors and provided or made accessible to )HA under this Agreement shall be and remain the exclusive property of Customer and its licensors. TRADE SECRETS 9.1 Customer hereby acknowledges that the Software provided by JHA under this Agreement Incorporates trade secrets of JHA and its licensors, and as such is protected by civil and criminal law, is very valuable to JHA and its licensors, and that its use must be carefully and continuously controlled. Customer shall use the highest standard of diligence to protect the confidentiality of the Software, but in no event exercising not less than reasonable care, and shall prohibit the unauthorized access to, use or duplication of any of the Software in its possession. Customer shall keep all machine-readable Software in a secure place which is as secure as Customer provides for its most confidential materials of like nature and importance. Customer shall notify JHA immediately of any unauthorized disclosure, possession or use of any item supplied by JHA under the Customer Agreement by any person or organization not authorized by the Customer Agreement to have such possession or use. Customer shall promptly furnish JHA full details of such possession, use or knowledge, and shall cooperate fully with JHA In any litigation against third parties deemed necessary by JHA to protect its proprietary rights. Customer's compliance with the above shall not be construed in any way as a waiver of JHA's right to recover damages or obtain other relief against Customer for its negligent or Intentional harm to the proprietary rights of JHA or its licensors or for Customer's breach of its contractual obligations to protect the confidentiality of the Software or Services. 9.2 If Customer attempts or allows others to attempt to use, copy, duplicate, transcribe or convey the items supplied by JHA pursuant to the Customer Agreement, in a manner contrary to the terms of the Customer Agreement or these Standard Terms and Conditions in derogation of JHA's proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, )HA shall have, in addition to any other remedies available to it at law or equity, the right to seek injunctive relief enjoining such actions. Customer acknowledges that in such instances irreparable harm will occur to JHA and its licensors and that other remedies are inadequate. 10. CONFIDENTIAL INFORMATION 9.1 All Information communicated by one party to the other party regardless of whether marked as confidential or not, including the terms and conditions of this Agreement ("Confidential Information"), whether before the effective date or during the term of this Agreement, shall be received in strict confidence and shall be used ProfifStars Customer Agr Order Form —Govt StdTC--US rev 1208 only for the purposes of this Agreement Confidential Information shall not be disclosed by the recipient party, its agents or employees without prior written consent of the disclosing party. Each party agrees to take all reasonable precautions to prevent the disclosure to third parties of such information, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of )HA or Customer, as the case may be. The receiving party shall apply the same standard of care with respect to the disclosing party's Confidential Information that it applies to its own Confidential Information of like nature and importance, but in no event applying less than a standard of reasonable care. If Third Party Software or Third Party Services are specified in the Customer Agreement, then )HA shall be authorized to disclose the terms and conditions of the Customer Agreement to the owner of the Third Party Software or Third Party Services to fulfil; its contract reporting obligations to the third party owner. 10.2 The receiving party shall be under no obligation with respect to Confidential Information which (a) was In the public domain prior to the receipt of the information by the receiving party, or subsequently becomes part of the public domain by publication or otherwise, except disclosure by or the wrongful act of the receiving party, its owners, officers, directors, employees, agents or representatives; (b) was in the lawful possession of the receiving party prior to its receipt from the disclosing party and was not acquired by the receiving party directly or indirectly from the disclosing party or any of disclosing party's Customers, and the sources of such information had not obtained the Information wrongfully and had no obligations of confidentiality or secrecy with respect thereto; (c) was independently developed by the receiving party without access to the Confidential Information; (d) is provided by the disclosing party to another person or party without being subject to an obligation of confidentiality by the other person or party with respect to the information; or (e) is disclosed by the receiving party pursuant to a government or court order requiring such disclosure, provided that the receiving party has first notified the disclosing party of its receipt of the government or court order to disclose the disclosing party's Confidential Information and has given the disclosing party an opportunity to seek a protective order limiting such disclosure without confidentiality obligations. The receiving party has the burden of proving that the Confidential Information was subject to one or more of the above listed exceptions. 10.3 All information and materials disclosed to Customer at JHA's User Group conferences shall be treated as JHA's Confidential Information. Nothing in this Section shall be Interpreted to preclude or impede Customer's participation in any User Group conference. 11. DATA PRIVACY AND SECURITY 11.1 In accordance with data privacy laws and regulations applicable to this Agreement which may include but not be limited to the Gramm -Leach -Bliley Act (`GLBA") and the Health Insurance Portability and Accountability Act ("HIPAA"), JHA shall not disclose or permit access to or use of the non-public personal information of Customer or its consumers made available by Customer to JHA for any purposes other than those specifically required to fulfill JHA's contractual obligations with Customer. )HA shall not sell the information regarding Customer's consumers for any reason, In connection with providing services to Customer, )HA shall take all commercially reasonable steps to ensure the privacy and security of Customer's and its consumers' information and protect against anticipated threats and hazards to the security of such information. JHA shall take all commercially reasonable steps to prevent unauthorized access to or use of such information that could result in substantial harm or inconvenience to Customer or its consumers. )HA has implemented policies and procedures to ensure the proper disposal of consumer information in accordance with applicable Federal and State requirements. In the event any court or regulatory agency seeks to compel disclosure of the information, JHA shall, If legally permissible, promptly notify Customer of the disclosure requirement and will cooperate so that Customer may at its expense seek to legally prevent this disclosure of the information, 11.2 JHA has separately published Its data privacy and security compliance commitment to its customers, which corresponds at a minimum to the provisions of this Section 11 as of the effective date of this Agreement. To the extent that additional commitments by JHA are reflected In future published versions of this policy, these additional commitments shall be Incorporated as part of this Agreement without further actions by the parties. In no event shall a future published data privacy and security compliance statement issued by JHA lessen or eliminate any of the commitments by JHA stated in this Section 11. 11.3 If a breach of security results in an unauthorized intrusion into JHA's systems which directly and materially affects Customer or its consumers, ]HA will take appropriate measures to stop the Intrusion; report on the intrusion to Customer within a reasonable time after discovery of the intrusion; subsequently report the corrective action taken by JHA in response to the intrusion; and provide reasonable assistance to Customer to support any mandatory disclosures about the intrusion by Customer to its consumers required by law. If JHA has notified law enforcement agencies about the intrusion, JHA may delay its notification of the intrusion to Customer until authorized to do so by the law enforcement agencies. 12. DELIVERY OF SOFTWARE AND SERVICES If Customer has not contracted with JHA to install the Software or Services at Customer's location, delivery of the Software or Services to Customer shall occur within thirty (30) days following (a) the execution of the Customer Agreement, with respect to the Software or Services initially licensed or acquired under the Customer Agreement, and (b) the execution of any follow-on addendum to the Customer Agreement, with respect to additional Software or Services licensed or acquired under the Customer Agreement. 13. PROFESSIONAL SERVICES 13.1 Installation Services, If Customer has contracted for JHA to install the Solution at Customer's location, JHA will install the Solution at Customer's designated data processing center or JHA's data processing or hosted service data center (as applicable) so that the Solution will properly operate as specified in the Customer Agreement. Prior to commencement of the project, IHA and Customer may enter into a separate Statement of Work document which describes the project details and the specifications and requirements applicable to JHA's professional services delivery. Customer shall be responsible for providing all hardware, other third party software, and internet/network/infrastructure components necessary to install and operate the Solution in its production environment, which shall be installed by Customer and operational as of the scheduled commencement date of the Solution installation project. Customer will furnish data needed and requested by JHA, and will co-operate with and assist JHA personnel in the installation and testing of the Solution. 13.2 Tralnino Services. If Customer has contracted for JHA to perform training of Customer's personnel in the use and operation of the Solution, JHA will perform the training at the site indicated in the Customer Agreement. The training session will be scheduled to occur on a mutually agreeable date. if the training is to be conducted at Customer's location, Customer will provide ]HA with the necessary space, equipment and a suitable training environment in which to perform the training session. For the training fee quoted to Customer, up to twelve (12) of Customer's personnel may attend a single training session conducted at Customer's location. 14. INVOICING AND PAYMENT TERMS 14.1 Unless different payment terms are specified In the Customer Agreement, ]HA will invoice Customer for the Solution and Professional Services upon delivery, and Customer shall pay JHA for all amounts due under the Customer Agreement within thirty (30) days from the date of receipt of IHA's correct and valid Invoice. 14.2 To the extent such charges are permitted under applicable law, if Customer becomes delinquent In the timely payment of a correct and valid invoice received from JHA, Customer will become liable to pay JHA an additional amount equal to the lower of (a) 1.5% interest per month (18% annually) or (b) the highest interest rate chargeable by applicable law, to be charged until the delinquent amount has been fully paid. JHA reserves the right to halt the delivery of any Solution, Maintenance or Professional Services if Customer becomes delinquent In the payment of any amounts due JHA, except where such amounts are legitimately being disputed In good faith by Customer. 15. LIMITATION OF LIABILITY 15.1 Neither party shall be liable to the other party or to any other person, firm or company, for failure to fulfill Its obligations hereunder due to the occurrence of an event beyond its reasonable control, Including but not limited to acts of God, public disaster, fire, flood, riot, war, terrorism, labor strikes/disputes involving its suppliers, judicial orders/decrees, government laws/regulations, or interruptions of communications, transportation or electricity. 15.2 Any liability of JHA for any loss, damage, or cost hereunder shall be limited to actual direct damages incurred by Customer, but in no event shall the aggregate of JHA's liability under the Customer Agreement exceed the cumulative amount of fees paid by Customer to JHA under the Customer Agreement during the preceding three (3) year period, nor shall any amount of the liability include any indirect, consequential, punitive or special damages incurred by Customer, to the extent that such limitation or exclusion of damages Is permitted by applicable law. 16. TERMINATION 16.1 If Customer or JHA elects not to renew the license or usage right term of the Software or the subscription term of the Services as provided in Section 4 above, then the Software or Services subject to such non -renewal shall automatically terminate as of the expiration date of the then -current license, usage right or subscription term, without further action or notice required by either party. ProfrtStars Customer Agr Order Form —Govt StdTC--US rev 1208 16.2 Either party may terminate the Customer Agreement for cause by written notice to the other party, upon the occurrence of a breach of this Agreement which has not been cured by the other party following thirty (30) days prior written notice of such breach. If the breach is due to Customer's failure to pay a correct and valid invoice when due without legitimate dispute, this cure period shall be reduced to ten (10) days following receipt of notice of the delinquency horn JHA, 16.3 Either party may terminate the Customer Agreement for cause upon written notice to the other party, in the event that the other party undergoes voluntary or involuntary bankruptcy. 16.4 Within ten (10) business days following the effective date of termination of the Customer Agreement, Customer shall cease using the Software and Services, uninstall the Software and Services from all locations, and return the Software copies to JHA or destroy the Software copies and certify this destruction to 1l -IA in writing by an official or senior manager of Customer. 17. GENERAL PROVISIONS 17.1 Any notice under the Customer Agreement shall be in writing and shall be deemed delivered when actually received, or five days after it is sent by United States Postal Service certified mail, return receipt requested, or by overnight express mail, with proof of delivery retained, when addressed to the other party at its address shown in the Customer Agreement which may be changed by written notice. A copy of any written notice of breach or termination of the Customer Agreement given by Customer to JHA shall be delivered to the attention of ]HA's Legal Department at the JHA address Identified in the Customer Agreement 17.2 No action arising out of the Customer Agreement may be brought by a party against the other party more than two (2) years after the cause of action has accrued and the injured party has actual knowledge of the accrual. Unless otherwise prohibited by applicable law, the prevailing party in any litigation conducted In relation to the Customer Agreement shall be entitled to recover its reasonable attorneys' fees from the other party. 17.3 The Customer Agreement and these Standard Terms and Conditions contain the entire agreement between the parties with respect to the transactions contained herein. The Customer Agreement and these Standard Terms and Conditions shall be modified or altered only by a written instrument signed by authorized representatives of both parties. 17.4 The Customer Agreement shall be binding upon and inure to the benefit of the parties and their respective assigns and successors. 17.5 Except as provided below, the Customer Agreement shall not be transferable or assignable by either party to a third party without the prior written consent by the non -assigning party. ]HA may assign the Customer Agreement in its entirety to a successor entity which has acquired controlling ownership interest in JHA and is contractually bound to enjoy all of the rights and perform all of the liabilities and responsibilities of JHA under the Customer Agreement. 17.6 The Customer Agreement and these Standard Terms and Conditions shall be governed by and construed in accordance with the laws of the home state of Customer, without reference to its conflict of laws provisions, and applicable U.S. federal laws and regulations. 17.7 The provisions of Sections 5, 8, 10, 11, 14, 15, 16.4 and 17 shall survive the expiration or termination of the Customer Agreement 17.B If any of the provisions of the Customer Agreement or these Standard Terms and Conditions shall be ruled by a court of law with competent jurisdiction to be invalid under any applicable statute or rule of law, the affected provisions shall be, to that extent, be deemed to be omitted . Such omission shall not change the intent or binding nature of any or all of the rest of the Customer Agreement or these Standard Terms and Conditions. <End pf Standard Terms and Condition> City of Fayetteville, Arkansas Budget Adjustment Form Budget Year Department: Operations I Date Requested 2009 Division: Water & Sewer Maintenance Program: Meter Operations Capital Project or Item Added/Increased: $18,240 is requested in the fixed asset account in the Business Office Improvements project. Purchase of Electronic Check Processing Services per RFP 09-16. 12/1/2009 Adjustment Number Project or Item Deleted/Reduced: Reduction in Billing and Collections Office Supplies ($5,040), Bank Charges ($8,200) and Software Maint ($5,000). Justification of this Decrease: Reduce budgeted expenses to cover acquisition of electronic check processing services. Sufficient funding remains for 2009 purchases. Increase Budget Account Name Account Number Fixed Assets 5400 1840 5801. 00 Decrease Budget Account Name Account Number Office Supplies/Printing 5400 1810 5200 Software Maintenance 5400 1810 5416 Bank Service Charges 5400 1810 5320 /4& Division ad Date Tg.cQOQ et Director Date `P4 c. ii--z5- Department Director Date '-P'-PJ. Q . }L 11- iS-1Qpq Date Date / [It Project Number 18,240 03038 1 Amount Project Number 00 5,040 00 5,000 01 8,200 V.090403 Budget & Research Use Only Type: A B C D E Requested By General Ledger Date Posted to General Ledger Initial Date ma 0 ao v 21 n U b � cD Ol Cn A ( N Q n o c ro 3 a m C c o n `° m v om m Cl)... 0 7 m CD W U81 a uroi c DI CD v k m O 0. N •! d N () y fJ ro O i - d O 1p a CD ro ro o m O C C N U m y _ Cl) c CD r d a 9. m$ m m 0 m m O CD 0 O 0 o d N W 0) N 3 C, �O C tryQ}. a a O 0 0 Q Q C Q03 +- m ' (Ii N w2 ': c 0 o "' N•' Q O d N p Z m . - m �.� 0 o a o CD H 9f y_ C 7 IX C in CD W W a W Cl O ) W O . A 'a G co i f m i ID 0 S1 z o W N N 3 { .2 ---Nob7 CD a Os GO O Cl) a m p ro a ID W � X o. N m o r City of Fayetteville Staff Review Form Rainy Laycox Submitted By City Council Agenda Items and Contracts, Leases or Agreements Mayor Approval and Signature City Council Meeting Date Agenda Items Only Billing and Collections Division (4 -ftu Finance Department Action Required: Approval by Mayor and City Clerk including signing contract with Jack Henry & Associates, Inc. dba Profit Stars for license annual license purchase of FormXtra Standard Edition Software to enable our division to continue scanning checks and utility stubs. $ 1,980.00 Cost of this request 5400-1810-5209.00 Account Number $ 3,139.00 Category 1 Project Budget $ 244.96 Funds Used to Date Program Category / Project Name Program / Project Category Name $ 2,894.04 Water and Sewer Project Number Remaining Balance Fund Name Budgeted Item x Budget Adjustment Attached 40ACs... G't$'Loi.. Previous Ordinance or Resolution # 240-09 Department Director Date Original Contract Date: Dec -09 2c- Original Contract Number. City rney Date : ina and Intern 1 Services Director Date Received in Ch -25-1 2 P01 29 RCVD�ty Clerk's Office 4Dte Chief of S Received in Mayor's Office �, 6d6 iz a nr Da(e Revised January 15, 2009 Li TayeevIle., THE CITY OF FAYETTEVILLE, ARKANSAS INTERDEPARTMENTAL MEMO To: Mayor Lioneld Jordan Through: Paul Becker, Finance Director From: Rainy Laycox, Billing & Collections Mgr. Date: June 08, 2012 Subject: Mayor and City Clerk's signatues on Profit Stars Contract Addendum for upgraded Form Xtra Software. Background In December, 2009 the city purchased from Jack Henry & Associates, Inc., dba Profit Stars their Remit Plus Software per RFP #09-16 Res #240-09 Fixed Asset #6028. When purchased we were given the basic Form Xtra Software for scanning of our utility bill stubs. Because of the increased volume of utility stubs we now scan we have "maxed- out" the volume allowed by the basic Form Xtra Software. To continue using this feature we must purchase the "regular" software which will handle 1,000,000 hits annually. Current Requirement The cost of the Form Extra Software will cost $1,980.00 for the annual license fee and will be covered by the annual budget. Two copies of the contract need to be signed by the Mayor and City Clerk and sent to Profit Stars who will sign and return one to us. ADDENDUM TO GOProfitStars AGREEMENT/ORDER VNO. ERNMENT PURCHASE 12-0000281-001 OFFICE ADDRESS OF JHA: DATE: June 7, 2012 Jack Henry & Associates, Inc. 663 Highway 60 • P. O. Box 807 Monett, MO 65708 NAME AND ADDRESS OF CUSTOMER: City of Fayetteville 113 W. Mountain Street Fayetteville, AR 72701 )ack Henry & Associates, Inc., acting through its ProfitStars® Division ("JHA") and Customer agree to amend the Purchase Agreement/Order No. 12-0000281-001 (the "Purchase Agreement/Order") relating to Customer's acquisition of licenses of JHA's ProfitStars Remit Plus Software products and related installation/training services and hardware as may be specified in the Purchase Agreement/Order, to incorporate the terms of this Addendum including the following Exhibits to this Addendum: Exhibit Title of Exhibit A Products and Services Schedule No. 1 (ProfitStars Remit Plus Software) B ProfitStars Customer Agreement Order Form Attachment Standard Terms and Conditions The parties acknowledge and agree that the Purchase Agreement/Order and this Addendum together constitute the entire agreement between the parties with respect to the transaction described in the Purchase Agreement/Order and Exhibit A of this Addendum. In witness of this agreement, authorized representatives of the parties have executed this Addendum where provided below, in duplicate copies. JHA: Customer. JACK HENRY & ASSOCIATES CITY OF ProfitStars Di lion By: Printed Name: David Foss Printed Name: G1,Ur1L�G1_ c]GrO1Lft Title: President Title:____________________________ Date: 06/19/12 Date: tQ Z'l 112. ProfitStars Sales Manager: Janice Tuschong ProfitStars Govt Purchase Agr/Order Addendum -US -rev 0911 EXHIBIT A ProfitStars® RemitPlus® Software Customer: City of Fayetteville,.113 W. Mountain Street, Fayetteville, AR 72701 1. Products and Services: 1.1 Software License: The following Software components are licensed by JHA to Customer for installation and internal use In Customer's production environment on Customer's computer system: Profititarsafii RemitPlus Software —Annual License Fee Option Software # of Base Software Installation Annual Description Copies License Fee Fee License Fee Third Party Software: Parascript FormXtra® Standard Edition Software - Server Version 1 $1,650.00 N/A $330.00 Volume Tier Up to 1,000,000 Counts License: processed per Year Total Net Fees Due: $1,650.00 $0.00 $330.00 1.2 Third Party Services: None. 1.3 Annual License Fee Option: (a) The Annual License Fee option allows Customer to acquire a License for the Software products listed in this Schedule on an annually renewable term basis. The Annual License Fee shown above includes Customer's licensed use of the Software in accordance with the licensing terms described in this Schedule and JHA's provision of standard Maintenance for the Software during the annual license term. All JHA Software and Third Party Software products shown in the table above are licensed by JHA to Customer on an Annual License Fee term basis, unless a different license term period is specified above. (b) After completion of the initial Annual License Fee term, JHA reserves the right to prorate the Annual License Fee term so that it will commence on each July 1 thereafter. Approximately sixty (60) days in advance of the expiration of the current Annual License Fee term, fl -IA will issue an invoice to Customer for the next following Annual License Fee term, which will be due and payable by Customer no later than the first day of the next following Annual License Fee term. If Customer fails or declines to pay this renewal Annual License Fee term invoice received in a timely manner from JHA, then Customer's license of the Software shall automatically terminate without any notice or action by either party. In addition, either party may elect not to renew the Annual License Term applicable to any of the Software by giving the following advance written notice of non -renewal to the other party: (1) Notice of non -renewal by Customer to ]HA: Thirty (30) days in advance of the expiration date of the current Annual License Fee term. (2) Notice of non -renewal by JHA to Customer: One hundred eighty (180) days in advance of the expiration date of the current Annual License Pee term, provided however that JHA shall not exercise this right of non -renewal prior to the occurrence of at least three (3) full Annual License Fee terms for the Software affected. ProftStars Customer Age- Order form —Govt StdTC--US rev 0911 1.4 RamftPlus Software License: (a) Licensing and Pricing Metrics: JHA RemitPlus Software is licensed on the basis of an Item processing volume tier licensing metric and priced on the basis of the base Software license fee ("Base License Fee" or "BLF") shown above and a recurring renewable Annual License Fee shown above, for the cumulative volume of Items (defined below) which are processed during each Annual License Fee term of this License. (b) Item _Processing Volume Tier: If during the course of any Annual License Fee term Customer's use of the RemitPlus Software reaches the maximum limit of the Item processing volume tier license previously acquired by Customer, Customer will be required to purchase an Item processing volume tier license upgrade For the Remit Plus Software in order to enable the Remit Plus Software to process a higher volume tier of Items covering the remainder of the then -current Annual License Fee period and each renewal Annual License Fee term thereafter. The Remit Plus Software License upgrade fee payable by Customer in this instance will be priced at the then -current standard JHA Base Software license fee and Annual License Fee applicable to the higher tier volume of Items to be processed, as selected by Customer, against which will be applied a full credit of the Base Software License fee and the then -current Annual License Fee already paid by Customer, which amount will be prorated to cover the remaining period of the then -current Annual License Fee term. (c) The term "Item" used in this licensing metric is defined as a single payment transaction processed by use of the RemitPlus Software, including one or more checks and one or more accompanying payment documents ("coupons"), such as payment stubs, deposit tickets and remittance coupons. The Item count is determined in accordance with the following principles: (1) The primary determinant of the Item count in a single payment transaction is the number of checks being processed. One check equals one Item count, regardless of the number of coupons processed with the check. For example, processing one check with six coupons results in an Item count of one; processing six checks with one coupon results in an Item count of six. (2) If only coupons and no checks are being processed as part of the payment transaction, then the determinant of the Item count in the payment transaction is the number of coupons being processed. For example, if no checks and six coupons are processed in a single payment transaction, the Item count equals six. (d) Customer's failure to pay a Base.License Fee upgrade fee or an Item Processing volume tier License upgrade fee when due will result in automatic termination of Customer's License of the Software. (e) Projects: If a license for additional RemitPlus Projects is being purchased under this Exhibit as shown in Section 1.1 above, the following terms apply: The RemitPlus Software license shown above includes the right for Customer to deploy up to five (5) Projects using the RemitPlus Software. Deployment of additional Projects by Customer will require the purchase of a separate license upgrade of the RemitPlus Software. ' 1.5 Parascript Software License: If Customer has licensed the Parascript Software product(s) identified above as Third Party Software, the following terms and conditions apply to that License: (a) The Parascript Software (for which JHA is an authorized reseller) is owned by Parascript, LLC and sublicensed by JHA to Customer for Customer's use solely in conjunction with the JHA RemitPlus Software. The Parascript Software is licensed on the basis of the following licensing metrics: (1) The hardware platform upon which the Parascript Software will be installed and used (e.g. on a desktop scanner or on a server computer); (2) The number of copies of the Parascript Software to be installed by Customer on the designated hardware platform for use with the RemitPlus Software; and (3) The number of Counts processed by Customer using the Parascript Software during per each Year, calculated in accordance with the formula set forth in clauses (b) and (c) below. (b) The term "Count" used in this licensing metric is defined and tracked by Parascript LLC and means a single instance in which the Parascript Software is used to read a character, field or document and results in a billable unit. A billable unit may also be a preset quantity of "Counts" (e.g. a volume tier). Parascript LLC has assigned Count values for individual field types which may be read on a document of a check or coupon being processed. Parascript LLC's schedule of Count values will be communicated to Customer on JHA's customer website; by publication in the Documentation that applies to the Parascript Software; or provided in a written document If requested by Customer. The term "Year" used in this licensing metric is defined as a 12 calendar month, which period is set by Parascript LLC in Its license key for the Parascript Software. (c) Each copy of the Parascript Software is licensed for Customer's use solely with the RemitPlus Software. Customer's installation and use of the Parascript Software with any other )HA or non-JHA Software product will require Customer's purchase of a separate Parascript Software license for such use. 1.6 Server -Based Software Licenses: Unless otherwise specifically indicated in the table above or this Exhibit A, all JHA Software and Third Party Software products listed in the table above are for installation and use of the JHA Software and Third Party Software products on a server computer owned or controlled by Customer. 2. Software Deliverables: JHA will furnish to Customer one copy of the object code software programs of the JHA and Third Party Software product(s) listed above which will be installed on Customer's IBM-compatible computer, and one set of the standard software user documentation for the Software product(s). The installation location of the Software shall be at the address for Customer first shown above, unless a different address is indicated in this Addendum. 3. Third Party Software Products. If Third Party Software products are specified above, the Third Party Software products are owned and licensed by their respective owners, and Licensee's licensed right to use these software products will be governed by the software end -user license agreement accompanying the third, party software programs, which includes the third party owner's standard product warranties, indemnities and liabilities applicable to its software product. JHA does not make or extend any separate product warranties, guarantees, indemnities or liabilities with respect to these third party software products. ProfltStars CustomerAgrOrder Form —Govt StdTC--US rev 0911 4. Professional Services: 4.1 Software Installation Services: ]HA shall perform the installation of the Software at Customer's location first identified above, commencing on a date mutually agreed by the parties. Customer shall be responsible for providing all hardware, other third party software, and internet/network/infrastructure components necessary to install and operate the Software products in its production environment, which shall be Installed by Customer and operational as of the scheduled commencement date of the Software Installation project. If contemporaneously with this Exhibit Customer has acquired hardware from 3HA under a separate hardware purchase agreement upon which the Software will be installed, JHA will Install this hardware as part of the Software installation project and fees quoted above. 4.2 Reimbursable Travel Expenses: The professional services fees quoted in this Exhibit do not include reimbursable travel expenses of the JHA professional services personnel who travel to and from Customer's site to perform these services, which will be invoiced to and paid by Customer. 5.1 JHA Software Products: Upon payment of the Annual License Fee for the )HA Software, JHA will provide standard Maintenance for the JHA Software to Customer in accordance with the terms of the Agreement. The JHA customer support center for the Software products listed In Section 1 above will be available for the receipt and handling of Customer's Maintenance Services requests including Software Error reports during the following hours of operation: Product Group Hours of Operation Remit Plus Software 8:00 am through 5:00pm, Central US time zone All times listed are for Monday through Friday, excluding standard US banking holidays published by the US Federal Reserve System. 5.2 Third Party Software Products: In consideration of Customer's payment of the Annual License Fee for Third Party Software, JHA will provide the following standard Maintenance for the Third Party Software: (a) The JHA customer support organization will receive and process Error incident reports submitted by Customer with regard to the operation of the Third Party Software, during the same hours of operation specified above for JHA Software. JHA will perform a basic level of Error troubleshooting and resolution activities with respect to Errors determined by JHA to be caused by the Third Party Software and escalate the Error incident to the owner of the Third Party Software for handling and resolution if the Error requires access to the source code of the Third Party Software or advanced technical expertise with the Third Party Software programs which is beyond JHA's technical competency to resolve. (b) JHA will provide to Customer periodic standard Update releases of the Third Party Software issued by the owner of the Third Party Software to JHA, which have been tested and certified to interoperate with the RemitPlus Software. 6. Payment Terms: Customer shall pay the fees shown above to JHA, together with reimbursement of JHA's reasonable, actual out-of-pocket travel expenses incurred by its Professional Services personnel traveling to and from Customer's location to deliver the Professional Services specified in this Exhibit. These fees shall be due to JHA on the following schedule and paid by Customer within thirty (30) days following the date of JHA's invoice: Transaction Payment Due by Customer Base Software License Fees and Initial Annual License Fees 100% on the Implementation Date Professional Services Fees 100% on the Implementation Date 7. Syoolemental Terms and Conditions: The following terms and conditions apply to the Software listed above: 7.1 Remit Plus_ Software Products: (a) The Software programs will be delivered by JHA to Customer in object code format only. (b) The initial License copy of the Software shall be Installed and used by Customer solely in its production environment. In addition to this primary production License copy of the Software acquired by Customer, Customer may acquire from JHA additional License copies of the same Software product or product component for Customer's internal use In conjunction with its production environment License copy which the Customer will use (1) as additional production environment License copies, and/or (2) solely for non -production purposes, such as development, test or disaster recovery. (c) The Software requires the use of third party software, such as client and server operating systems, relational database systems, communications/networking systems, and internet browsers in order to be fully functional. In addition, the Software requires appropriate computer hardware with an adequate amount of memory as indicated in JHA's published specifications for the Software. Customer is responsible for obtaining and maintaining such hardware and third party software for use with the Software. Any purchase of the hardware and licensing of the third party software through 31 -IA shall be documented in a separate Products and Services Solution Schedule document entered Into between JHA and Customer. < End of Products and Services Schedule No. 1 > ProftStars Customer Agr Order form —Govt 5td7C -US rev 0911 EXHIBIT B ce; ProfitStarse Profitstars Customer Agreement Order Form Attachment Standard Tm'ma and Conditiona (Government Customers) DEFINITIONS 1.1 Customer" means the'government customer identified In the Customer Agreement. 1.2 Customer Agreementmeans the procurement agreement or purchase order document issued by Customer to JHA for the acquisition of Software Licenses, Services, Maintenance, Hardware and Professional Services from JHA, including any written modification or addenda to the Customer Agreement which references the Customer Agreement and is executed by both parties. 1.3 Documentation" means all installation. operating instruction and end user manuals, in hard copy or electronic form, provided by JHA with the Software programs to support the use and operation of the Software programs. 1.4 "Enhancements" mean new Software program or Services features or functions provided by JHA to Customer and other JHA customers as part of Maintenance which are not licensed or sold by JHA separately for an additional Software license or Services subscription fee payable by its customers generally. Once Installed by Customer. Enhancements become an Integrated part of the Software or Services, as applicable. t.5 "Error' means any material defect or malfunction of a Software product or Services that causes the Software or Services not to operate In accordance with the Documentation. 1.6 "Hardware" means any third party computers, scanners, peripherals or other equipment offered by IHA to Customer and any third party operating system, database, firmware and other software programs that may be installed on the Hardware and used to operate the Hardware. 1.7 'JHA" means Jack Henry & Associates, Inc. and/or its subsidiary or affiliated companies who have executed the Customer Agreement and provide the Solution, Maintenance and Professional Services to Customer under the Customer Agreement 1.8 Malntenance' means the standard Software or Services maintenance support deliverables provided by JHA to Customer as further specified In these Standard Terms and Conditions or the Customer Agreement. 1.9 "Professional Services" means any installation, conversion, customization, consulting, training or other services performed by JHA to assist In Customer's Implementation of the Solution. 1.10 "Services" means any solution -based service offering other than Professional Services which is identified In the Customer Agreement and is owned by JHA. 1.11 "Software" means the JHA software programs identified In the Customer Agreement; Documentation accompanying the software programs; and all Enhancements, Updates, Upgrades, customizations, modifications of the software programs and Documentation. 1.12 Solution' means any combination of Software, Third Party Software, Services, Third Party Services and Hardware which are provided by JHA to Customer under the Customer Agreement. 1.13 Third Party Services" shall mean any service offering which Is Identified as a Third Party Services offering In the Customer Agreement and Is owned by a party other than JHA. 1.14 "Third Party Software" means any software program and accompanying documentation that is identified as a Third Party Software product In the Customer Agreement and Is owned and licensed by a party other than JHA. 1.15 Updates" means periodic program fixes, patches and releases Issued by JHA to correct Errors reported in the Software programs or Services as part of standard Maintenance. Once installed by Customer, Updates become an Integrated part of the Software or Services, as applicable. 1.16 Upgrades' means new versions of the Software or Services Issued by JHA which include major new features and functionality for which JHA requires the payment of a separate Software license or Services subscription fee from its customers generally. SCOPE OF AGREEMENT 2.1 These Standard Terms and Conditions pertain to Software ProfitStars Customer Agr Order Form —Govt StdTC--US rev 0911 licenses, Services and Hardware acquired by Customer from JHA and associated Maintenance and Professional Services that may be acquired by Customer from JHA with respect to Installation and implementation of the Software, Services and Hardware. Each Software license, Services and Hardware acquisition transaction will be identified In the Customer Agreement with which these Standard Terms and Conditions are incorporated. When attached to and referenced In the Customer Agreement, these Standard Terms and Conditions shall be incorporated as part of the Customer Agreement as if fully set forth therein. 2.2 With respect to Third Party Software licensed or Third Party Services acquired by Customer from JHA, the third party owner's software license agreement or services agreement accompanying the Third Party Software or Third Party Services will govern Customer's use. For a particular Software or Services offering, a supplemental exhibit or addendum document may be included with the Customer Agreement or these Standard Terms and Conditions that provides supplemental terms and conditions applicable specifically to that Third Party Software or Third Party Services offering. 3. FEES 3.1 Customer shall pay to JHA the fees and expenses identified in the Customer Agreement for the Solution, Maintenance and Professional Services delivered by JHA to Customer which conform to the Customer Agreement. 3.2 Customer shall promptly reimburse JHA for all actual, reasonable out-of-pocket expenses incurred by )HA's personnel traveling to and from Customer's site to perform Professional Services. If the Customer Agreement indicates a not -to -exceed amount for these reimbursable expenses, JHA will limit its billing of its reimbursable expenses to the agreed limit. JHA will incur these expenses in accordance with )HA's corporate travel policies and procedures and will invoice these expenses to Customer on a monthly basis as incurred. With its invoices, JHA will provide documentation of all reimbursable travel expenses charged to Customer. 3.3 The parties recognize that Customer is a government entity and as a result IHA will not Invoice Customer for sales or use taxes pertaining to the transactions identified in the Customer Agreement on the basis of Customer's status as a tax-exempt entity. If however Customer is not exempt from the obligation to pay such taxes for the items or services provided by JHA to Customer under the Customer Agreement, JHA will Invoice Customer and Customer shall be solely responsible to pay all such taxes imposed by another government entity on the transactions completed under the Customer Agreement, except for taxes based on JHA's revenue or income. 4. GRANT OF LICENSES AND USAGE RIGHTS TO SOFTWARE AND SERVICES 4.1 Software Licenses and Usage Rights. In Consideration of Customer's payment of the Software License fees identified in the Customer Agreement, JHA grants to Customer a non -transferable (except as authorized herein) and non-exclusive license or usage right to install the Software Internally and access and use the Software solely for its internal operations, in accordance with the scope, configuration and quantity of the Software licenses Identified in the Customer Agreement and pursuant to these Standard Terms and Conditions. For Software designated as server - based Software, Customer shall be entitled to Install, access and use the Software programs on a single server computer located at Customer's site listed In the Customer Agreement. Customer may transfer the installation of the Software programs to another server at Customer's site by giving JHA prior written notice and the full installation details of the new Customer site of the installation. For Software designated as being workstation -based Software, Customer may install the Software programs on the number of Customer -owned dent workstations and access the Software programs up to the maximum limit of the authorized users shown in the Customer Agreement for the workstation licenses purchased by Customer. If the Software license has an annual license term, the annual Software license fee includes standard Maintenance provided by JHA for the Software products. 4.2 U.S. Government Rights. If Customer Is a U.S. government entity, the Software products and/or Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth In subparagraphs (a) through (d) of the Commercial Computer Software —Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights In Technical Data and Computer Software clause at DEARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. 4.3 (a) License and Usage Right Term Options. As shown In JHA's quotation of Software licensing or usage rights options to Customer, JHA may offer the Software products for Customer's use for the duration of any of the following license or usage right term periods: (t) Twenty five (25) year license term, which requires the payment of a one-time license fee to JHA for Customer's use of the Software over this period. Annual Software Maintenance fees are charged separately from this one-time license fee. (2) Twelve (12) month license term ("Annual Term'), which is renewable for successive twelve month periods and requires the payment of an annual license fee to JHA for Customer's use of the Software over this period. Annual Software Maintenance fees are induded as part of the Annual Term license fees paid by Customer. (3) Monthly Usage right term ("Monthly Usage Term"}, which Is renewable on a calendar monthly basis and requires the payment of a monthly usage fee to JHA for Customer's use of the Software over this period. Software Maintenance fees are induded as part of the Monthly Usage Term fees paid by Customer. The type and duration of Software licenses acquired by Customer will be specified in the Customer Agreement. JHA reserves the right to not offer any of the foregoing Software license term options for specific Software products. If no Software license term is specified In the Customer Agreement, then the license term period for the Software shall be deemed to be for an Annual Term. (b) license Term Commencement: For all Software licensed under the Customer Agreement, the term of the Software license granted to Customer shall be for the period specified in the Customer Agreement, commencing on the following date as applicable (the "Commencement Date'): (1) If Customer has contracted with JHA to Install the Software at Customer's location, then the effective date of the license shall be the date that the Software has been installed and tested try JHA and is first made available to Customer for use in its production environment. (2) If Customer has not contracted with JHA to install the Software at Customer's location, then the effective date of this initial license of the Software shall be the date of JHA's delivery of the Software to Customer. (3) If Customer has contracted with JHA to Install and use the Software as part of processing services or a hosted service to be provided by JHA to Customer via a remote Customer connection to IHA's data center or hosted service center used by JHA to provide the Software to Customer, then the effective date of the license or usage right shall be the date that the Software has been installed and tested by JHA and is first made available to Customer for use in its production environment. (c) Annual Term licenses. (1) For Annual Term Software licenses, after completion of the Initial Annual Term of the Software license, the Software license may be renewed by Customer for additional Annual Terms as follows: (A) JHA will provide Customer with a quotation or invoice of the Annual Term license fees due for the next following Annual Term license period for the Software then licensed by Customer. IHA shall provide this written quotation or invoice to Customer no later than sixty (60) days prior to the Annual Term license renewal anniversary date. The Annual Term Software license fee will not be Increased by JHA by more than ten percent (10%) aver the preceding Annual Term Software license fee for the same scope and configuration of the Software licenses, except as provided in Section 4.5 below. If JHA does not notify Customer of an increase in the Annual Term license fees, then the renewal Annual Term license fees shall be the same as the Annual Term license fees paid by Customer (or the Annual Term period immediately preceding the renewal Annual Term period. (B) Customer may contract for the Annual Term license renewal by (I) Issuing a purchase order to JHA prior to the next renewal Annual Term anniversary date for the Software license, which Indicates an Annual Term license renewal for the Software products, or (ii) paying the Invoice received from JHA for the renewal Annual Term license no later than the renewal anniversary date. (2) W)fdwal of Annual Term licenses: After completion of the first full initial Annual Term license period, IHA reserves the right to withdraw the availability of the Annual Term licenses of any or all of the Software products licensed by Customer, by giving Customer written notice of non -renewal of the Annual Term licenses at least one hundred eighty (180) days prior to the next renewal anniversary date. (3) Prorated InItiai AnnsiaLflanewal Term; After completion of the first Annual Term, JHA reserves the right to prorate the Annual Term so that It will expire on the next fallowing July 1 and each Annual Term will commence on July 1 thereafter. In this Instance, JHA will issue a partial ProltStars Customer Agr Order Form —Govt StdTC--US rev 0911 year Invoice to Customer covering this prorated Annual Term period, and Issue regular full Annual Term invoices to Customer thereafter. (d) Monthly Usage Term: For Monthly Usage Term transactions, the Monthly Usage Term will automatically renew on a calendar monthly basis, until such time that either Customer or JHA shall terminate the Monthly Usage term by giving at least ninety (90) days prior written notice of termination. Each monthly fee will be due and payable by Customer in advance no later than the first day of each calendar month during the term of the Monthly Usage Term. 4.4 Services c Snhs Tinton Term: For Services acquired under the Customer Agreement, the subscription term of the Services granted to Customer shall be for the period specified in the Customer Agreement, commencing on the date that the Services have been installed and tested by JHA and are first made available to Customer for use in its production environment (the "Commencement Date'). If no Services subscription term Is specified in the Customer Agreement and the Services are being acquired by Customer for use with Software licensed under the Customer Agreement, then the initial subscription term for the Services shall be for a period of one (1) year and automatically renewed for additional terms of one (1) year each unless terminated by either party giving the other party at least ninety (90) days written notice of termination prior to the annual renewal anniversary date. 4.5 Additional Software or Services fees will be due and payable by Customer to JHA for using the Software or Services to process the data or requirements of entities other than Customer; for an increase in the scope, configuration or quantity of Its existing Software licenses or Services; or for licensing or acquiring additional Software products or Services. The Software and Services are licensed and provided for use in Customer's production environment. If Customer wishes to utilize the Software or Services in its nonproduction environments, such as development, testing, or disaster recovery, additional Software license or usage rights fees or Services fees may be charged by JHA for such use. 4.6 Except as authorized by law or In these Standard Terms and Conditions, the Software licenses or Services acquired by Customer may not be assigned, sublicensed, or otherwise transferred or copied in any manner by Customer to any other entity without the prior written consent of JHA. The Software or Services may not be used by Customer in a timesharing, rental, ASP/hosted or service bureau environment to provide access to the Software or Services to a third party, without the prior written consent of JHA. Customer shall be authorized to make a reasonable number of copies of the Software for its archival or back-up purposes only. Customer may print a reasonable number of hard copies of the online Documentation for the sole reference and use by Individual users of the Software within Customer's organization. All authorized copies of the Software programs or Documentation made by Customer shall include all of the proprietary notices and legends induded by JHA or its licensors on the original Software programs and Documentation, 4.7 Customer shall not disassemble, reverse engineer, decompile or perform any other action to determine the source code of the Solution except to the extent such action Is authorized by applicable law, nor shall Customer create any derivative works from the Solution. Customer shall not remove or alter proprietary notices or legends placed by JHA or Its licensors on any of the Solution or on other materials associated with the Solution. 4.8 If Customer wishes to provide access to any features or functions performed try the Software or Services to any third party provider in order to establish interoperability between JHA's Software or Services and the third party's products or services, Customer will first require the third party provider to sign IHA's standard confidentiality agreement provided by JHA for this purpose, authorizing the third party provider's use of and access to the Software or Services. 4.9 Customer covenants and warrants to JHA that all third parties granted access to or use of the Software or Services by Customer shall abide by and be bound to comply with the provisions of the Customer Agreement and these Standard Terms and Conditions as though they were the Customer. Customer accepts full responsibility and liability to JHA for any breach of the Customer Agreement or these Standard Terms and Conditions committed by the third party who is granted access to the Software by Customer. A breach of the Customer Agreement or these Standard Terms and Conditions committed by a third party granted access to the Software by Customer shall be deemed to be a breach committed by Customer, JHA and Its licensors shall be deemed to be intended third party beneficiaries of any written agreement between Customer and a third party to whom Customer has granted access to the Software or Services, to enable JHA and Its licensors at their election to enforce the terms of the Customer Agreement or these Standard Terms and Conditions and protect their rights to the Software and Services directly against the third party. 4.10 Far any Third Party Software or Third Party Services Identified in the Customer Agreement, the licenses and rights granted to Customer for use of the Third Party Software or Third Party Services will be specified in and governed by one of the following: (a) Supplemental terms and conditions appended to the Customer Agreement or these Standard Terms and Conditions which apply solely to the Third Party Software or Third Party Services Involved; or (b) a separate software license agreement or services agreement provided by the owner of the Third Party Software or Third Party Services which the owner requires to be signed or acknowledged by Customer prior to being granted access to the Third Party Software or Third Party Services. JHA makes no separate grant of licenses or rights or extends any product or services warranties. Indemnities and liabilities for Third Party Software or Third Party Services to Customer. Any warranties or indemnities provided by the owner of the Third Party Software or Third Party Services in its standard software end -user license agreement or services agreement stall exclusively apply to the product or services. To the extent authorized by the owner of the Third Party Software or Third Party Services, IHA shall pass through to Customer for Customer's benefit all end -user software warranties and Indemnities that the owner of the Third Party Software or Third Party Services provides directly to JHA. 4.11 Not more than once each calendar year during the term of the Customer Agreement, JHA or its audit representatives may at JHA's expense conduct an audit at Customer's site upon at least fifteen (15) days prior written notice to verify that Customer's use of the Solution conforms to the terms of the Customer Agreement and these Standard Terms and Conditions. If an audit uncovers wrongful use or copying of the Solution by Customer, Customer shall pay to JHA the then -current fees due for the additional copying and usage of the Software or Services. Further, if the additional fees associated with Customer's wrongful copying or usage of the Solution exceeds 120% of the fees paid by Customer for its licensed Solution Installation, Customer shall reimburse JHA for Its reasonable costs of performing the audit. HARDWARE ACQUISITION TERMS 5.1 All Hardware sold by JHA to Customer under the Customer Agreement Is manufactured by third parties. Upon mutual execution of the Customer Agreement, JHA will place an order for the Hardware with the third party manufacturer of the Hardware or its distributor or dealer for delivery of the Hardware to Customer. The Hardware will conform to the then -current published written technical specifications of the Hardware provided by JHA to Customer Immediately prior to execution of the Customer Agreement. In the event that Customer requests a change in the order specifications or Hardware configuration details after JHA's placement of the order with the third party Hardware provider, Customer shall reimburse JHA for any rework charges levied by the third party Hardware provider. Customer acknowledges that a Hardware manufacturer may reserve the right to Include new and used parts in its Hardware, and that a Hardware manufacturer or provider may provide Hardware that has been previously installed, but for which a full warranty Is provided by the Hardware manufacturer or provider for the Hardware. 5.2 The Hardware will be delivered to Customer at the Customer location specified in the Customer Agreement, unless a different location has been agreed In writing between Customer and JHA. Unless otherwise Indicated In the Customer Agreement, Customer will be responsible for performing the installation of the Hardware at Customer's location. If Customer has contracted with JHA to perform the Installation, Customer will provide a suitable location, environment and equipment for the Installation and will assist in unpacking, moving and locating the Hardware, as requested by the installer. Customer will pay JHA or the installer (as the case may be) its then current Installation services fees and reimbursable reasonable out-of-pocket travel expenses. 5.3 Customer will be solely responsible for providing all components In its information technology environment necessary to Install and operate the Hardware in accordance with its published technical specifications, including but not limited to WAN/LAN network connectivity and management, switches, Ethernet drops, patch cables, UPS and Surge Protection, Rack Units, Rack mounting, Virus and Flrewail protection. Products and/or services associated with fulfillment of these responsibilities may be purchased separately from JHA. Microsoft may require Customer to acquire a Service Provider License Agreement for any Microsoft licensed products to be used for Commercial Hosting. 5.4 Customer accepts sole responsibility for (a) its selection and use of the Hardware and programming to be operated with the Hardware to achieve Customer's intended results and the results obtained therefrom; and (b) the selection and use of, and results obtained from, any other equipment, programs, or services used by Customer with the Machines and programming. 5.5 The prices shown in the Customer Agreement for Hardware are F.O.B. shipping point and do not include any transportation, packing, crating, rigging, storage, warehousing, unloading, or shipment insurance charges, if any, which will be payable separately by Customer. Upon delivery of the Hardware to Customer, JHA will invoice Customer for the Hardware and related transportation and shipment Insurance charges, which will be due and payable within thirty (30) days following Customer's receipt of the correct and valid invoice. 5.6 The title and ownership of all Hardware transfers to Customer when delivered by the Hardware provider to the transportation carrier; however, to the extent permitted by applicable law, JHA reserves a purchase money security interest in all Hardware delivered to Customer until the Hardware fees identified in Section 5.5 above are paid in full by Customer. If Customer fails to pay all Hardware fees in full when due, JHA shall have the right to take possession of the Hardware and remove it from Customer's location, at which event the title to the Hardware will automatically be transferred to JHA. 5.7 JHA will advise the Hardware manufacturer or provider of Customer's requested shipping dates, but Customer will accept and abide by any manufacturing or shipping date or sequence of Hardware units to be delivered as established or amended by the Hardware manufacturer or provider. If the scheduled delivery date is extended on request of, or by the action of Customer, then Customer will pay any additional fee or charge assessed by the Hardware manufacturer or provider for such delay as incurred by JHA, together with any warehouse charges and other related expense, if any, resulting from such delay. Customer accepts all risk of less or damage of the Hardware from and after delivery to the transportation carrier. JHA or JHA's supplier will arrange for shipment insurance coverage against risk of loss or damage to the Hardware while it is in transit to Customer. Such coverage will be at Customer's expense. 5.8 Prices for the Hardware shall be as shown In the Customer Agreement, but are subject to price increases implemented by the Hardware manufacturer or provider prior to the scheduled shipment date of the Hardware. If a price Increase is imposed by the Hardware manufacturer or provider prior to shipment of the Hardware, JHA will promptly give Customer written notice of the price increase. Customer may cancel its order for the affected Hardware units by written notice Immediately delivered to JHA, otherwise the Hardware will remain on order but at the new increased sales price. 5.9 If any of the Hardware units are custom manufactured or configured in a nonstandard manner for Customer's order, Customer acknowledges that JHA may be unable to accept return of those Hardware units. Returns of any kind require prior approval by JHA and will not be accepted more than fifteen (15) days after shipment to Customer. Approved returns will only be accepted in the original, unopened, shipping container. All approved returns will be subject to a 20% restocking fee payable by Customer. 5.10 If a Hardware unit Is determined to be defective upon delivery to the Customer location, Customer must notify JHA within ten (10) days of delivery and receive a defective machine return approval. Defective units may be repaired or replaced under the Hardware manufacturer's warranty or returned for credit at the discretion of JHA or the Hardware manufacturer. A restocking fee will not apply to returns of defective equipment approved by JHA. 5.11 The Hardware manufacturer or provider generally offers a separate Hardware maintenance contract for servicing the Hardware acquired by Customer, and In that case Customer shall have the option of acquiring this Hardware maintenance directly from the manufacturer or provider. ]HA will have no liability or responsibility to Customer with regard to the separate Hardware maintenance contract between Customer and the manufacturer or provider, even If Customer acquires this Hardware maintenance contract from the Hardware manufacturer or provider through ]HA under the Customer Agreement. WARRANTIES 6.1 Software and Services. With respect to Software and Services provided by JHA to Customer under the Customer Agreement, JHA warrants to Customer that; (a) For a period of ninety (90) days following JHA's initial delivery of the Software or Services to Customer (the Warranty Period'), the unmodified Software programs or Services will operate In accordance with the Documentation In effect, at the time of delivery. If Customer has contracted for JHA to perform the Software or Services installation, the Warranty Period will commence on the date that the Software or Services have been installed and tested by JHA and first made available to Customer for use in its production environment. Under this warranty, JHA will apply commercially reasonable efforts to correct Errors in the Software or Services reported by Customer during the Warranty Period at no extra charge to Customer. If JHA does not correct the Errors reported by Customer within thirty (30) days following the expiration of the Warranty Period, Customer may terminate this Agreement and receive a full refund of all fees paid by Customer to JHA for the affected Solution components under this Agreement. Errors reported by Customer after expiration of the Warranty Period will be addressed by IHA solely in accordance with the provisions of Section 7 (Software and Services Maintenance) below. ]HA does not warrant that the Solution is Error -free or will operate in an uninterrupted manner. (b) the Software and Services shall be provided by JHA free and clear of all liens and encumbrances. JHA further warrants that it has full power and authority to license and provide the Solution to Customer without the consent of any other person, or In the event such consent is required JHA has obtained all required consents. Proft5tars Customer Agr Order Form —Govt StdTC--U5 rev 0911 7. (c) JHA will utilize commercially available virus protection software in order to ensure that the Software and Services will be free from known viruses, bombs and other destructive elements which negatively affect Customer's use and operation of the Software and Services. (d) Maintenance of the Software and Services will be provided to Customer In a timely and professional manner consistent with technology Industry standards for maintenance support of commercial software products and services comparable to the Software licensed and Services acquired by Customer under the Customer Agreement. 6.2 Professional Services, JHA warrants that the Professional Services provided by JHA to Customer under the Customer Agreement will be performed in a timely and professional manner consistent with technology industry standards and in accordance with the requirements and specifications identified in the Customer Agreement or a separate statement of work or services order negotiated and executed between the parties (as applicable). 6.3 JHA warrants that it has full power and authority to license and provide the Third Party Software and Third Party Services to Customer without the consent of any other party, or In the event such consent is required JHA has obtained all required consents. 6.4 Hardware, JHA warrants that (a) it has full power and authority to resell and deliver the Hardware to Customer without the consent of any other party, or in the event such consent is required JHA has obtained all required consents; and (b} Hardware Installed try JHA will be properly Installed In accordance with the Hardware manufacturer's installation Instructions. JHA does not make any other warranties, Indemnities or obligations for the Hardware and does not accept any liability for any warranties, Indemnities or obligations which may be separately provided try the Hardware manufacturer or provider with respect to the Hardware acquired by Customer from JHA under the Customer Agreement. 6.5 THE WARRANTIES STATED IN THIS SECTION 6 ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JHA MAKES NO WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE ERROR FREE OR WILL OPERATE IN AN UNINTERRUPTED MANNER. SOFTWARE AND SERVICES MAINTENANCE 7.1 During the term of the Customer Agreement, In consideration of Customer's full payment of the fees for the Software, Maintenance and/or the Services subscription fees applicable to the transactions entered into between JHA and Customer under the Customer Agreement, IHA will provide Customer with the following standard Maintenance for the Software and Services: (a) Updates and Enhancements of the Software or Services which are provided by JHA to other then -current active Maintenance customers of the Software or Services. (b) Customer support help -desk, for the reporting, handling and resolution of Software product errors discovered by Customer. Unless different help desk hours are shown in the Customer Agreement, IHA's standard customer support help desk hours are 8:30 am through 530 pm, Central US time zone, Monday through Friday, excluding standard US holidays published by the Federal Reserve System. (c) Correction of Errors which prevent normal operation and use of the Software or Services, including the delivery of program error fix releases or I'll's. 7.2 Customer, at its expense, will provide JHA with remote VPN communication access (or comparable remote access technology) to its server on which the Software or Services have been Installed to enable JHA to perform remote diagnosis and troubleshooting activities relating to the reported Error. If remote dial up access is provided, Customer shall Initiate the call for the remote support session. IHA shall comply with all IT system access and security policies and procedures communicated by Customer regarding authorized access to its IT systems. 7.3 ]HA'S provision of standard Maintenance shall apply only to the then -current release of the Software or Services and the Immediately preceding release of the Software or Services. Maintenance, if any, offered by JHA for older releases of the Software or Services shall be provided under a separate Professional Services purchase order negotiated and executed between JHA and Customer and subject to separate charges. 7.4 Standard Maintenance specifically excludes, and JHA will not be liable or responsible to perform Maintenance for, any problems caused or contributed to by the following: (a) A Software program or service which was not originally provided by JHA, or (b) An unauthorized alteration or revision to the Software or Services, or ProtftStars Customer Agr Order Form —Govt StdTC--US rev 0911 (c) Errors that were previously corrected by JHA and delivered to Customer in an update release of the Software or Services which has not been installed by Customer, or (d) Any problems with data on tape, disk or diskettes which have been caused by defects by hardware manufacturers programming, or (e) Failure of Customer to load hardware manufacturers operational/system software new Releases and/or Program Temporary Fixes (PTFs), or (f) Errors or problems which are the result of Improper operator handling or use. (g} As part of its provision of standard Maintenance, IHA will not provide retrofitting, reintegration, and rending of any customization(s) which have been made to the Software or Services in order for the customizations to work with any then -current release version of the Software or Services. Any Professional Services to perform those activities which are agreed between ]HA and Customer shall be documented in the Customer Agreement or a Statement of Work or services order executed between JHA and Customer which Includes the project details, scope of services deliverables, and services fees applicable to the Professional Services. OWNERSHIP 8.1 All Software and Services and other intellectual property provided by JHA to Customer shall be and remain the exclusive property of JHA and its licensors, subject to the licenses and rights granted to the Customer as defined in the Customer Agreement and these Standard Terms and Conditions. All Software provided by JHA to Customer under this Agreement is licensed and not sold. 8.2 All software programs, data, technology and any other intellectual property owned by Customer and Its licensors and provided or made accessible to JHA under this Agreement shall be and remain the exclusive property of Customer and its licensors. TRADE SECRETS 9.1 Customer hereby acknowledges that the Software provided by JHA under this Agreement Incorporates trade secrets of JHA and its licensors, and as such Is protected by civil and criminal law, is very valuable to JHA and its licensors, and that Its use must be carefully and continuously controlled. Customer shall use the highest standard of diligence to protect the confidentiality of the Software, but in no event exercising not less than reasonable care, and shall prohibit the unauthorized access to, use or duplication of any of the Software in its possession. Customer shall keep all machine-readable Software in a secure place which is as secure as Customer provides for its most confidential materials of like nature and Importance. Customer shall notify JHA immediately of any unauthorized disclosure, possession or use of any item supplied by JHA under the Customer Agreement by any person or organization not authorized by the Customer Agreement to have such possession or use. Customer shall promptly furnish JHA full details of such possession, use or knowledge, and shall cooperate fully with JHA in any litigation against third parties deemed necessary by JHA to protect its proprietary rights. Customer's compliance with the above shall not be construed in any way as a waiver of JHA's right to recover damages or obtain other relief against Customer for its negligent or intentional harm to the proprietary rights of JHA or its licensors or for Customer's breach of Its contractual obligations to protect the confidentiality of the Software or Services. 9.2 If Customer attempts or allows others to attempt to use, copy, duplicate, transcribe or convey the Items supplied by JHA pursuant to the Customer Agreement, in a manner contrary to the terms of the Customer Agreement or these Standard Terms and Conditions in derogation of IHA's proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, JHA shall have, in addition to any other remedies available to it at law or equity, the right to seek injunctive relief enjoining such actions. Customer acknowledges that in such instances Irreparable harm will occur to JHA and its licensors and that other remedies are inadequate, 10. CONFIDENTIAL INFORMATION 9.1 All Information communicated by one party to the other party regardless of whether marked as confidential or not, including the terms and conditions of this Agreement ("Confidential Information"), whether before the effective date or during the term of this Agreement, shall be received In strict confidence and shall be used only for the purposes of this Agreement. Confidential Information shall not be disclosed by the recipient party, its agents or employees without prior written consent of the disclosing party. Each party agrees to take all reasonable precautions to prevent the disclosure to third parties of such information, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of JHA or Customer, as the case may be. The receiving party shall apply the same standard of care with respect to the disclosing party's Confidential Information that it applies to its own Confidential Information of like nature and importance, but in no event applying less than a standard of reasonable care. If Third Party Software or Third Party Services are specified In the Customer Agreement, then JHA shall be authorized to disclose the terms and conditions of the Customer Agreement to the owner of the Third Party Software or Third Party Services to fulfill Its contract reporting obligations to the third party owner. 10.2 The receiving party shall be under no obligation with respect to Confidential Information which (a) was in the public domain prior to the receipt of the Information by the receiving party, or subsequently becomes part of the public domain by publication or otherwise, except disclosure by or the wrongful act of the receiving party, its owners, officers, directors, employees, agents or representatives; (b) was In the lawful possession of the receiving party prior to Its receipt from the disclosing party and was not acquired by the receiving party directly or indirectly from the disclosing party or any of disclosing party's Customers, and the sources of such Information had not obtained the information wrongfully and had no obligations of confidentiality or secrecy with respect thereto; (c) was Independently developed by the receiving party without access to the Confidential Information; (d) is provided by the disclosing party to another person or party without being subject to an obligation of confidentiality by the other person or party with respect to the information; or (e) 15 disclosed by the receiving party pursuant to a government or court order requiring such disclosure, provided that the receiving party has first notified the disclosing party of Its receipt of the government or court order to disclose the disclosing party's Confidential Information and has given the disclosing party an opportunity to seek a protective order limiting such disclosure without confidentiality obligations. The receiving party has the burden of proving that the Confidential Information was subject to one or more of the above listed exceptions. 10.3 All Information and materials disclosed to Customer at JHA's User Group conferences shall be treated as JHA's Confidential Information. Nothing in this Section shall be interpreted to predude or impede Customer's participation in any User Group conference. 11. DATA PRIVACY AND SECURITY 11.1 In accordance with data privacy laws and regulations applicable to this Agreement, which may include but not be limited to the Gramm -Leath -Bliley Act ('GLBA') and the Health Insurance Portability and Accountability Act ('HIPAA'), JHA shall not disclose or permit access to or use of the non-public personal Information of Customer or its consumers made available by Customer to JHA for any purposes other than those specifically required to fulfill JHA's contractual obligations with Customer. JHA shall not sell the information regarding Customer's consumers for any reason. In connection with providing services to Customer, JHA shall take all commercially reasonable steps to ensure the privacy and security of Customer's and Its consumers' information and protect against anticipated threats and hazards to the security of such information. JHA shall take all commercially reasonable steps to prevent unauthorized access to or use of such information that could result In substantial harm or inconvenience to Customer or its consumers. JHA has implemented policies and procedures to ensure the proper disposal of consumer information in accordance with applicable Federal and State requirements. In the event any court or regulatory agency seeks to compel disclosure of the information, JHA shall, It legally permissible, promptly notify Customer of the disclosure requirement and will cooperate so that Customer may at its expense seek to legally prevent this disclosure of the information. 11.2 JHA has separately published its data privacy and security compliance commitment to its customers, which corresponds at a minimum to the provisions of this Section 11 as of the effective date of this Agreement. To the extent that additional commitments by JHA are reflected In future published versions of this policy, these additional commitments shall be incorporated as part of this Agreement without further actions by the parties. In no event shall a future published data privacy and security compliance statement issued by JHA lessen or eliminate any of the commitments by JHA stated in this Section II. 11.3 If a breach of security results in an unauthorized intrusion Into )HA's systems which directly and materially affects Customer or its consumers, JHA will take appropriate measures to stop the intrusion; report on the Intrusion to Customer within a reasonable time after discovery of the intrusion; subsequently report the corrective action taken by JHA in response to the intrusion; and provide reasonable assistance to Customer to support any mandatory disclosures about the Intrusion by Customer to Its consumers required by law. If JHA has notified law enforcement agencies about the intrusion, JHA may delay its notification of the intrusion to Customer until authorized to do so by the taw enforcement agencies. 12. DELIVERY OF SOFTWARE AND SERVICES If Customer has not contracted with JHA to install the Software or Services at Customer's location, delivery of the Software or Services to Customer shall occur within thirty (30) days following (a) the execution of the Customer Agreement, with respect to the Software or Services Initially licensed or acquired under the Customer Agreement, and (b) the execution of any follow-on addendum to the Customer Agreement, with respect to additional Software or Services licensed or acquired under the Customer Agreement. 13. PROFESSIONAL SERVICES ProfitStars Customer Agr Order Form —Govt StdTC--US rev 0911 13.1 Installation Services. if Customer has contracted for )HA to Install the Solution at Customer's location, JHA will install the Solution at Customer's designated data processing center or JHA's data processing or hosted service data center (as applicable) so that the Solution will properly operate as specified In the Customer Agreement. Prior to commencement of the project, JHA and Customer may enter into a separate Statement of Work document which describes the project details and the specifications and requirements applicable to JHA's professional services delivery. Customer shall be responsible for providing all hardware, other third party software, and internet/network/infrastructure components necessary to Install and operate the Solution In its production environment, which shall be Installed by Customer and operational as of the scheduled commencement date of the Solution installation project. Customer will famish data needed and requested by JHA, and will co-operate with and assist JHA personnel in the Installation and testing of the Solution. 13.2 Training Services. If Customer has contracted for JHA to perform training of Customer's personnel in the use and operation of the Solution, JHA will perform the training at the site indicated in the Customer Agreement. The training session will be scheduled to occur on a mutually agreeable date. If the training is to be conducted at Customer's location, Customer will provide JHA with the necessary space, equipment and a suitable training environment in which to perform the training session. For the training fee quoted to Customer, up to twelve (12) of Customer's personnel may attend a single training session conducted at Customer's location. 14. INVOICING AND PAYMENT TERMS 14.1 Unless different payment terms are specified in the Customer Agreement, JHA will Invoice Customer for the Solution and Professional Services upon delivery, and Customer shall pay JHA for all amounts due under the Customer Agreement within thirty (30) days from the date of JHA's correct and valid Invoice. 14.2 To the extent such charges are permitted under applicable law, if Customer becomes delinquent In the timely payment of a correct and valid invoice received from JHA, Customer will become liable to pay JHA an additional amount equal to the lower of (a) 1.5% interest per month (18% annually) or (b) the highest interest rate chargeable by applicable law, to be charged until the delinquent amount has been fully paid. JHA reserves the right to halt the delivery of any Solution, Maintenance or Professional Services If Customer becomes delinquent in the payment of any amounts due JHA, except where such amounts are legitimately being disputed in good faith by Customer. 15. LIMITATION OF LIABILITY 15.1 Neither party shall be liable to the other party or to any other person, firm or company, for failure to fulfill its obligations hereunder due to the occurrence of an event beyond its reasonable control, Including but not limited to acts of God, public disaster, fire, flood, riot, war, terrorism, labor strikes/disputes Involving Its suppliers, judicial orders/decrees, government laws/regulations, or interruptions of communications, transportation or electricity. 15.2 Any liability of JHA for any loss, damage, or cost hereunder shall be limited to actual direct damages incurred by Customer, but in no event shall the aggregate of JHA's liability under the Customer Agreement exceed the cumulative amount of fees paid by Customer to JHA under the Customer Agreement during the preceding three (3) year period, nor shall any amount of the liability include any indirect, consequential, punitive or special damages incurred by Customer, to the extent that such limitation or exclusion of damages is permitted by applicable law. 16. TERMINATION 16.1 If Customer or JHA elects not to renew the license or usage right term of the Software or the subscription term of the Services as provided in Section 4 above, then the Software or Services subject to such non -renewal shall automatically terminate as of the expiration date of the then -current license, usage right or subscription term, without further action or notice required by either party. 16.2 Either party may terminate the Customer Agreement for cause by written notice to the other party, upon the occurrence of a breach of this Agreement which has not been cured by the other party following thirty (30) days prior written notice of such breach. If the breach is due to Customer's failure to pay a correct and valid invoice when due without legitimate dispute, this cure period shall be reduced to ten (10) days following receipt of notice of the delinquency from JHA. 16.3 Either party may terminate the Customer Agreement for cause upon written notice to the other party, in the event that the other party undergoes voluntary or Involuntary bankruptcy. 16.4 Within ten (10) business days following the effective date of termination of the Customer Agreement, Customer shall cease using the Software and Services, unlnstall the Software and Services from all locations, and return the Software copies to JHA or destroy the Software copies and certify this destruction to JHA In writing by an official or senior manager of Customer. the benefit of the parties and their respective assigns and successors. 17. GENERAL PROVISIONS 17.1 Any notice under the Customer Agreement shall be In writing and shall be deemed delivered when actually received, or five days after it Is sent by United States Postal Service certified mall, return receipt requested, or by overnight express mail, with proof of delivery retained, when addressed to the other party at its address shown In the Customer Agreement, which may be changed by written notice. A copy of any written notice of breach or termination of the Customer Agreement given by Customer to JHA shall be delivered to the attention of JHA's Legal Department at the JHA address identified in the Customer Agreement. 17.2 No action arising out of the Customer Agreement may be brought by a party against the other party more than two (2) years after the cause of action has accrued and the injured party has actual knowledge of the accrual. Unless otherwise prohibited by applicable law, the prevailing party in any litigation conducted in relation to the Customer Agreement shall be entitled to recover its reasonable attorneys' fees from the other party. 17.3 The Customer Agreement and these Standard Terms and Conditions contain the entire agreement between the parties with respect to the transactions contained herein. The Customer Agreement and these Standard Terms and Conditions shall be modified or altered only by a written instrument signed by authorized representatives of both parties. 17.4 The Customer Agreement shall be binding upon and inure to ProftStars Customer Agr Order Form —Govt StdTC--U5 rev 0911 10 17.5 Except as provided below, the Customer Agreement shall not be transferable or assignable by either party to a third party without the prior written consent by the non -assigning party. JHA may assign the Customer Agreement in its, entirety to a successor entity which has acquired controlling ownership interest In JHA and Is contractually bound to enjoy all of the rights and perform all of the liabilities and responsibilities of JHA under the Customer Agreement. 17.6 The Customer Agreement and these Standard Terms and Conditions shall be governed by and construed In accordance with the laws of the home state of Customer, without reference to its conflict of laws provisions, and applicable U.S. federal laws and regulations. 17.7 The provisions of Sections 5, 8, 10, 11, 14, 15, 16.4 and 17 shall survive the expiration or termination of the Customer Agreement. 17.8 If any of the provisions of the Customer Agreement or these Standard Terms and Conditions shall be ruled by a court of law with competent jurisdiction to be Invalid under any applicable statute or rule of law, the affected provisions shall be, to that extent, be deemed to be omitted . Such omission shall not change the intent or binding nature of any or all of the rest of the Customer Agreement or these Standard Terms and Conditions. <End of Standard Terms and Condition>