HomeMy WebLinkAboutBottomline Technologies Inc. - 2000-06-05.j,"j& CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSINHTTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPNIENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE. 06-12-00
TO: Bottomline Technologies ATTENTIOti: Anne L. Surman, Mgr.
Name
155 Fleet Street DEPART1NIEh`T: Global Sales Ops.
Street
Portsmouth, NH 03801-4050 REGARDING: Check & Form Printing
City, State, zip 0^er ri ^^a
See Attached Action Agenda Item E- -2-1 Date of Approval 6 - 5- 00
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
Connie Brockway
City Clerk
Attachments: Action Agenda Page
CC: C . STn5:;V-
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Agreement x Bonds
RCA Deed
F1CZ� 7C X
Department RCA Agreement
Department RCA Agreement
Name Department RCA Agreement
Name Department RCA Agr,..t
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Risk Management Dept.
Insurance X
Other
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Insurance
Insurance
Insurance
Insurance
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Insurance
Other
Other
Other
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QFollowup/Letters/coverltr
Mlephone: 714636.6227 )
Er CNVI>10 . RE
Council/Agency Meeting Held:
Deferred/Continued to:
XAp ved ❑ Conditionally Appr ved ❑ Deni
ity 's Signature
Council Meeting Date: une 05, 2000
Department ID Number: FD 00-006
CITY OF HUNTINGTON BEACH '
REQUEST FOR COUNCIL ACTION r=
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS-" J=
SUBMITTED BY: RAY SILVER, City Administrator69V
Ai
PREPARED BY: MICHAEL P. DOWER, Fire Chieftinformation Systems Direci
SUBJECT: Approve Acquisition of Check and Form Printing Software and
Hardware for the J.D. Edwards Business System Implementation
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Should the City purchase check and form printing software and
hardware from Bottomline Technologies, Inc. as a component of the J.D. Edwards Business
System implementation?
Funding Source: On October 18, 1999, the City Council appropriated $4,555,101 for
Phase I of the J.D. Edwards Business System implementation, including four supporting
contracts and agreements. The Phase I appropriation also included funding for additional
contracts such as check and form printing software and hardware. Sufficient funds remain in
the Capital Software Account (E-CP-NI-399-6-63-00) to purchase the required $130,000
software and hardware and no additional funding is required.
Recommended Action:
Motion to:
1. Approve and authorize the Mayor and City Clerk to execute an agreement with
Bottomline Technologies, Inc. for an amount not to exceed $130,000, to purchase check
and form printing software and hardware, subject to receipt of a signed contract,
including required insurance and upon approval as to form by the City Attorney as to
non -substantive changes and in substantially the same form as approved to implement
the J.D. Edwards Business System.
2. Approve City's responsibilities for any claims, liabilities, or damages from (1)
infringement or alleged infringement of any patent, copyright, trade secret, trademark, or
other intellectual property or proprietary right as a result of Bottomline's compliance with
City's designs, specifications, or instructions, (2) City's breach of any of its obligations in
the contract, (3) City's misuse of the Products, all as set forth in Paragraph 8.f of the
contract.
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REQUEST FOR COUNCIL ACTION
MEETING DATE: June 05, 2000
DEPARTMENT ID NUMBER: FD 00-006
Alternative Action(s): Do not approve the Bottomline Technologies, Inc. Contract and
delay implementing Phase I of the J.D. Edwards Business System project.
Check and form printing are critical outputs of the J.D. Edwards Enterprise Business System.
If the check and form printing software and hardware contract is not approved, a delay in the
ERP implementation will occur, continuing our dependency on an unsupported legacy
mainframe computer.
Analysis:
The City Council at their October 18, 1999 meeting approved $4,555,101 for Phase I of the
Enterprise Resource Planning Business System project. Phase I included funding for
additional services and resources such as check and form printing hardware and software.
Staff, over several months, has evaluated various check and form printing products, which
are compatible with the J.D. Edwards Business System software. Culver City, who also
utilizes the J.D. Edwards Business System software, is currently using the recommended
product, produced by Bottomline Technologies, Inc. The Bottomline software and hardware
will provide the City with the capability to print a wide variety of documents, which include:
checks, invoices, purchase orders, 1099s, W-2s, etc.
The Bottomline Technologies, Inc. contract (Attachment 1) includes provisions that allow
flexibility in selecting the configurations necessary to meet the City's specifications and
requirements. The timeline to purchase and implement check and form printing software is
critical in order to meet the September 1, 2000 start date of the new Business System
Software. Delaying City Council contract approval until final signatures are received could
jeopardize the overall project completion date. Staff is therefore requesting that City Council
approve the current contract language subject to receipt of insurance and signatures and
allow minor modifications with approval of the City Attorney.
Environmental Status: NIA
Attachment(s):
RCA Author: Dolder
Check Printing RCA -2- 06/01100 12:16 PM
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CONTRACT BETNVEEN THE CITY OF HUNTINGTON BEACH AND
BOTTOMLINE TECHNOLOGIES (DE), INC.
FOR CHECK AND FORM PRINTING SERVICES
THIS Agreement is made and entered into this 5 th day of Junk , 2000 by and between the
CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as."City", and
BOTTOMLINE TECHNOLOGIES (DE), INC., a Delaware corporation, hereinafter referred to as "Bottomline."
WHEREAS, City desires to purchase check and form printing software and hardware required to implement the J.D.
Edwards Enterprise Resource Planning project,
Bottomline has been selected to provide that software and related hardware,
NOW, THEREFORE, it is agreed by City and Bottomline as follows:
City and Bottomline have agreed to the following "defined terms" throughout this Agreement:
• "Software" shall mean "licensed software products and their related documentation," listed in Exhibit A, which
is incorporated into this Agreement by this reference.
• "Hardware" shall mean "all equipment and related supplies; specifically excluding software," listed in Exhibit B,
which is incorporated into this Agreement by this reference.
• "Products" shall mean "collectively, Software and Hardware," and
• "Services" shall mean "any and all work performed by Bottomline on behalf of City including but not limited to:
training, installation, programming, designs, applications, maintenance, and support necessary to implement
Bottomline's Software and Hardware purchased by City under this Agreement," listed in Exhibit C and Exhibit
D which is incorporated into this Agreement by this reference.
1. Taxes. All prices are exclusive of all excise, sales, use, transfer and other taxes and duties imposed with respect to the
products or their sale by any federal, state, municipal or other governmental authority, all of which taxes must be paid by
City. City is responsible for obtaining and providing to Bottomline any certificate of exemption or similar document
required to exempt any sale from sales, use or similar tax liability.
2. Shipping Costs. The date of delivery is the date when the products are shipped by Bottomline to City. Bottomline
assumes risk of loss and damage to all Products during transit. Bottomline will use reasonable efforts to meet requested
delivery dates, but will not be Iiable for failure to do so. Bottomline will not be liable for any loss or damage resulting
from any delay in delivery or failure to deliver which is due to any cause beyond Bottomline's control. Products for which
delivery is delayed due to any cause within City's control may be placed in storage by Bottomline at City's risk and
expense and for its account. City will be liable for all costs and expenses incurred by Bottomline in holding or storing
Products for City (where delivery is delayed due to any cause within City's control) or at City's request. If, however, City
cancels or rejects for good cause due to damage or inoperability any Product, Bottomline shall bear all shipping charges
related to such Product, and if City has already paid for such Product, Bottomline shall refund such payment to City.
3. Implementation. Bottomline and City agree to create an implementation schedule within two (2) weeks from the execution
of this Agreement, which implementation schedule will be extended for any delays not caused by Bottomline. For each
week that Bottomline exceeds the implementation schedule, City will receive one (1) month of Standard Software Support
free of charge.
4. Payment Terms. Fifty percent (50%) deposit of the total order amount for the Products is due within ten (10) days after
City's execution of this Agreement. City will be invoiced when Products are delivered. City agrees to pay the remaining
balance for the Products within thirty (30) days after City delivers a signed completion of implementation to Bottomline of
City's satisfactory implementation of the Products, which City will not unreasonably withhold. City will be invoiced
when Services are rendered. However, the fee for the Standard Software Support in Exhibit D for the first year is payable
within ten (10) days after the City's execution of this Agreement. Receipt of payment for renewal of Standard Software
Support is to be within thirty (30) days of receipt of the invoice in order to keep current. ALL SOFTWARE SUPPORT
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FEES ARE NON-REFUNDABLE. City will be charged one and one-half percent (l I/s %) per month on any outstanding
balance over thirty (30) days. All payments are to be made in U.S. dollars.
5. Title and Risk of Loss. Subject to Section 5 and to Bottomline's right to stop delivery of Products in transit, title to and
risk of loss or damage for Products (other than Software) will pass to City upon the earlier of delivery to City.
6. Security Interest. Bottomline reserves and City grants to Bottomline a security interest in all Hardware sold and all
proceeds to secure full payment to Bottomline. City acknowledges that this document or copies of this document may be
filed with the appropriate authorities as a financing statement and agree to execute and deliver such other documents as
Bottomline may request in order to evidence or perfect Bottomline's security interest.
7. Specifications. All Products are subject to Bottomline's standard tolerances for specifications as documented in our
current Product descriptions. Bottomline reserves the right to make substitutions and modifications in the specifications of
any Products, provided that such substitutions or modifications do not materially affect the performance of the Products or
the purposes for which they can be used. Bottomline will include City in any discussion of modifications or substitutions.
City will be notified in writing of any such changes. Bottomline shall provide City with all necessary documentation and
user-friendly operating manuals for all Products purchased by City.
8. Warran : Indemnification.
a. Bottomline warrants solely to City that the Hardware will be free from defects in materials and workmanship, when
given normal, proper and intended usage, for the period of time specified by the manufacturer of said Hardware. The
manufacturer's warranty for such specified Hardware will pass to the City upon delivery of the Hardware to City.
This warranty does not apply to expendable components, such as, but not limited to, fuses and bulbs. Bottomline
warrants solely to City that Software provided hereunder will perform substantially in accordance with product
documentation in effect at the time of delivery for a period of ninety (90) days from the date of City's signed
completion of implementation of Software. Bottomline does not warrant that City's use of any Software will be
uninterrupted or error -free.
b. At Bottomline's expense, Bottomline agrees to repair or replace at its option all defective Hardware and to use
reasonable efforts to correct all Software not performing substantially in accordance with the Software documentation,
provided that City has given Bottomline written notice of such warranty claim within the warranty period. If
Bottomline is unable, after reasonable efforts, to repair or replace such defective Hardware or to correct such Software
not performing substantially in accordance with Software documentation, City's sole remedy shall be the refund of an
amount not to exceed the actual payments received by Bottomline for such Products. All repairs will be done during
normal working hours. All replaced parts shall become Bottomline's property. Bottomline may require the Products
to be shipped to it or elsewhere and returned to City, at Bottomline's expense, for warranty service to be performed.
c. Bottomline shall have no obligation to make repairs, replacements or corrections which result, in whole or in part,
from (1) normal .near and tear, (2) catastrophe, fault or negligence of City, (3) improper or unauthorized use of the
Products, (4) use of the Products in a manner for which they were not designed, (5) causes external to the Products
such as, but not limited to, power failure or electric power surges, or (6) use of the Products in combination with
equipment and/or supplies or software not supported by Bottomline.
d. If notified promptly in writing of any action (and all prior related claims) brought against City based on a claim that a
Product infringes any valid United States patent, copyright or trade secret, Bottomline shall indemnify and hold City
harmless from and against any claims, including, reasonable legal fees and expenses, based upon such infringement
claims, including defending such action at Bottomline's expense and pay all costs and damages finally awarded in
such action or settlement which are attributable to such claim. Bottomline shall have sole control of the defense of
any such action and all negotiations for its settlement or compromise. City shall cooperate fully with Bottomline in
the defense, settlement or compromise of any such action. In the event that a final injunction is obtained against City's
use of a Product by reason of infringement of a valid United States patent, copyright or trade secret, or if in
Bottomline's opinion any Product is likely to become the subject of a successful claim of such infringement,
Bottomline may, at its option and expense, and in the following order, (1) procure for City the right to continue using
the Product, (2) replace or modify the Product so that it becomes non -infringing (so Iong as its functionality is
essentially unchanged), or in the event that actions (I) and (2) cannot be invoked successfully, accept the return of the
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Product and refund to City the purchase price therefore. Bottomline may withhold further shipments of any such
Products.
e. Bottonline shall not have any liability to City to the extent that any infringement or claim thereof is based upon (1)
use of a Product in combination with equipment or software not supplied by Bottomline where the Product would not
itself be infringing, (2) compliance with City's designs, specifications or instructions where the Product would not
itself be infringing, (3) use of the Product in an application or environment for which it was not designed or not
contemplated hereunder where the Product would not itself be infringing, (4) modifications of the Product by anyone
other than Bottomline where the Product would not itself be infringing, or (5) any claims of infringement of any
patent, copyright or trade secret in which City or any affiliate of City has an interest or license where the Product
would not itself be infringing.
EXCEPT AS STATED ABOVE, BOTTOMLINE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING
INDEMNIFICATION PROVISIONS STATE BOTTOMLINE'S ENTIRE LIABILITY WITH RESPECT TO
INFRINGEMENT OR ALLEGED IN'FRINGEME`T OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
SECRETS AND OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE PRODUCTS.
BOTTOMLINE'S MAXIMUM LIABILITY TO CITY (EXCEPT FOR BOTTOMLINE'S INDEMNIFICATION
OBLIGATIONS UNDER THIS AGREEMENT) ARISING OUT OF THE SALE OF THE PRODUCTS OR THEIR
USE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED
THE ACTUAL PAYMENTS RECEIVED BY BOTTOMLINE IN CONNECTION THEREWITH. IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES,
ARISING HEREUNDER OR FROM THE SALE OR USE OF THE PRODUCTS.
f. City shall be responsible for any claims, liabilities or damages from (1) infringement or alleged infringement of any
patent, copyright, trade secret, trademark or other intellectual property or proprietary right as a result of Bottomline's
compliance with Customer's designs, specifications or instructions, (2) Customer's breach of any of its obligations
hereunder, (3) Customer's misuse of the Products. Customer may not alter or remove, and shall abide by, any patent,
trademark, copyright, trade secret, proprietary or other notices contained on or in the Products.
Software.
a. Bottomline hereby grants to City a perpetual, non-exclusive, nontransferable license, without power to sublicense, to
use Software provided hereunder solely for City's own internal business purposes and to use the related
documentation solely for City's own internal business purposes, except for such third party who is contracting with
City to perform a service for City, but only to the extent necessary for that third party to perform its services under its
contract with City. Iottomline shall retain all rights, title and interest in the Software and related documentation
provided hereunder and any copies thereof, and of all copyright, trade secret, patent, trademark and other intellectual
property rights therein. City agrees not to sell, transfer, license, loan or otherwise make available to third parties the
Software and related documentation provided hereunder and agrees to notify Bottomline immediately of the
occurrence of and the circumstances surrounding any unauthorized use or possession of such Products provided
hereunder without Bottomline's written consent, The source code for the Software supplied hereunder will not be
disclosed to City. City may not disassemble, decompile, or reverse engineer the Software supplied hereunder. City is
authorized to make a reasonable number of copies necessary for City's backup, production, training, archival and in-
house disaster recovery purposes, or as operationally required, provided that City notifies Bottomline if it makes more
than five (5) copies. All copies of each Software shall be the property of Bottomline. City agrees to reproduce and
incorporate all proprietary rights notices of Bottomline in any and all copies of Software permitted to be made by City
hereunder.
b. Certain Software provided by Bottomline maybe owned by one or more third parties and licensed to Bottomline.
Bottomline and City intend and agree that Software owned by third parties and provided hereunder are being
sublicensed to City, that such third parties retain ownership of and title to such Software, and that such third parties
may directly enforce City's obligations hereunder in order to protect their respective interests in such Software.
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c. Bottomline warrants that it has good title to the Software and the right to license its use to City free of any proprietary
rights of any other party or any other encumbrance whatever.
10. Services.
a. Bottomline agrees to perform those Services set forth in Exhibit C for City. With regard to on -site training, City also
agrees to reimburse Bottomline for all expense and disbursements reasonably incurred by Bottomline (including, but
not limited to, travel, telephone calls, supplies, transportation, express mail, secretarial services, and messenger
services), such reimbursement to be made within thirty (30) days of City's receipt of an invoice or invoices for the
same. Bottomline specifically reserves the right to determine which of Bottomline's employees and contractors shall
be assigned to perform the Services, as well as the right to replace or re -assign any such employees or contractors.
Bottomline warrants that the work performed will be in accordance with accepted industry standards and levels and in
a professional manner.
b. Bottomline and City agree to the following terms in regard to Software Support for the Software listed in Exhibit D.
Bottomline warrants that the work performed will be in accordance with accepted industry standards and levels and in
a professional manner. Bottomline's Standard Software Support shall include:
1. Toll -free access to Bottomline's Customer Support Call Center during standard operating hours. The standard
hours of operation are: Monday - Friday (excluding holidays) 8:30 am EST to 8:30 p.m. EST.
2. MICR quality support, including testing sample documents to ensure product quality.
3. E-mail and bulletin board service to facilitate uploading and downloading files and data.
4. Password protected access to Bottomline's Customer Website for frequently asked questions ("FAQ's") and
general online support.
5. Access, for no additional charge, to all new releases as well as revisions and enhancements for the Software
products and product features included under this Agreement. This does not include Operating System platform
changes.
The Standard Software Support coverage commences three (3) calendar days after shipment of the Software. If that
date falls on a weekend, it becomes effective on the first business day to follow. Bottomline guarantees to continue
Standard Software Support coverage for all Software City purchases from Bottomline as long as City pays all required
fees and is not in breach of this Agreement, provided that the Software purchased is a current version or the prior
version within one (1) year of release of the newest version. If City elects to not renew the Standard Software Support
and then decides, in the future, to add a new Standard Software Support agreement to the Agreement, Bottomline
reserves the right to require a review of the City's current Bottomline software status and to charge a fee to assist City
in reaching the then -current standard for this service. The Standard Software Support pertains solely to the Software
listed in this Agreement. However, any additional or add -on software modules licensed by City will be automatically
added to this Agreement. Standard Software Support fees for additional Software Licenses purchased under the
Agreement will be pro -rated to be coincident with the anniversary date of this Software Support Agreement. Receipt
of payment for these pro -rated fees for Standard Software Support is to be within thirty (30) days of City's receipt of
the invoice. Bottomline reserves the right to limit support to the most current versions of Software. A version of
Software superseded by a new version will be supported for at least one (1) year after the release of the newest
version. Software support for installed Software that does not meet this standard will be provided on a "best efforts"
basis. If Bottomline is required to perform additional work in these instances, the extra work will be billed at
Bottomline's then -current rate per hour. All enhancements and revisions provided by Bottomline to City under this
Agreement shall be considered part of the standard software product purchased, and are therefore subject to the same
requirements of use contained in the original software product license.
c. During the Implementation Phase, Bottomline will provide City a primary contact in the form of an Implementation
Manager. At any time during Implementation that City has an issue or problem it should contact the Implementation
Manager and ask for a clearly defined "Resolution Plan", to the issue(s).
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Action Taken: Implementation Manager (or his or her designee) will assess the issue and recommend a process for
solution ("Resolution Plan") to City. The Resolution Plan will include, but is not limited to: a) a specific Action Item
list that will be required as part of the solution; b) who is responsible to complete each Action Item on the list; and c)
the timeframe within which the Action Items will be completed. City may be responsible for part of the solution (i.e.;
providing sample data files or sample output of issue in question, etc.) but must concur in writing with the solution
and timeframe.
While guarantees for resolution of issues or problems within a prescribed timeframe cannot be determined without
understanding the problem, the Implementation Manager will have access to sufficient resources to resolve the issue
within a timeframe mutually agreed upon in writing. Bottomline's policy, however is to respond with a return call
related to production issues, within four (4) hours and respond to non -production issues within one (1) business day.
If City or Implementation Manager is not satisfied with the progress or responsiveness to the issue, it can be escalated
to the Manager of Implementation Services for that region. The Manager of Implementation Services will then assist
in determining the proper resolution paths and additional resources needed to solve the issue.
If City or Manager of Implementation Services is not satisfied with the progress or responsiveness to the issue, it can
be escalated to the Director of Implementation Services for that region. The Director of Implementation Services will
then assist in detemtining the proper resolution paths and additional resources needed to solve the issue.
If City or Director of Implementation Services is not satisfied with the progress or responsiveness to the issue, it can
be escalated to the Vice President of Support and Services. The Vice President of Support and Services will then assist
in determining the proper resolution paths and additional resources needed to solve the issue.
Implementation Mgr.'s Name: To be assigned.
Mgr. of Implementation Serv.'s Name: Brian Rawa
Director's Name: Tom Bartolotta
Vice President's Name: Tom Daniels
Implementation Mgr.'s Phone #: To be assigned.
Manager's Phone #: (415) 782-3880, ext. 4
Director's Phone #: (415) 782-3880, ext. 1
Vice President's Phone #: 603-559-5180
11. Compliance with Laws. City and Bottomline shall comply with all applicable governmental laws, ordinances, codes,
rules, regulations and orders in its performance hereunder including all laws and regulations relating to the export and re-
export of Products furnished hereunder, and shall obtain all permits or licenses required in connection with the purchase,
shipment, installation and use of any of the Products.
12. Assignment. Neither City nor Bottomline may delegate any duties nor assign any rights or claims hereunder without each
parry's prior written consent, and any such attempted delegation or assignment shall be void. The consent of each parry
will not be unreasonably withheld.
13. Governing Law. The rights and obligations of the parties hereunder shall be governed by and interpreted, construed and
enforced as a sealed instrument in accordance with the laws of the State of California.
14. Authorization. City and Bottomline represent and warrant that each has been duly authorized to execute and deliver this
Agreement and to perform its obligations hereunder, and the persons signing on City's and Bottomline's behalf has the
power and authority to do so.
15. Force Ma'eu_re. In the event that Bottomline is prevented from performing, or is unable to perform, any of its obligations
hereunder due to any cause beyond Bottomline's reasonable control, including but not limited to: Acts of God, riot, war,
acts of terrorism, flood, earthquake, then Bottomline's failure to perform shall be excused for the period of such delay.
16. Severability, Remedies, Waiver. In the event that any one or more provisions contained herein (other than the provisions
obligating City to pay Bottomline for the Products) shall be held by a court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other
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remedies at law or equity. No inaction or action (unless signed by the City Administrator or the Bottomline
Representative) by either party shall be interpreted as a waiver. Either party's failure to enforce, or waiver of a breach of,
any provision contained herein shall not constitute a waiver of any other breach of such provision or another provision of
this Agreement.
17. Notices. Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received
when actually received via certified mail, return receipt requested, or by personal delivery to the designated representatives
set forth below.
Bottomline Technologies (de), Inc.
155 Fleet Street
Portsmouth, NH 03801
Telephone: (603) 436-0700
Fax: (603)559-4950
Bottomline Representative:
Tom Bassett, Account Executive
(858)481-9335
Anne Surman, Sales Operations Manager
(603)559-5280
asurman CRBottonifine.com
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Citv's Representative:
Mike Dolder, Fire Chief/Information Systems Director
Telephone: (714) 536-5402
Fax: (714) 374-1551
Email: dolderm@surfcity-hb.org
18. Confidentiality. Each party agrees that all materials, documents, and information provided to it by the other party in
writing and designated "Confidential" or, if disclosed in other than tangible form is designated "Confidential" at the time
of disclosure and thereafter reduced to writing within thirty (30) days, is and shall be considered as confidential and
proprietary information (collectively, the "Confidential Information") and the sole property of the disclosing party. Each
party agrees to hold such Confidential Information of the other party in strict confidence and shall not disclose the
Confidential Information to any third party; provided that the party receiving such information will have no obligations
with respect to any Confidential Information that (i) is now or later becomes publicly available through no fault of the
receiving party; (ii) is obtained from the receiving party from a third -party entitled to disclose it; (iii) is already in the
possession of the receiving party as indicated in its written records; or (iv) is required by law, rule regulation, order,
decision, decree or subpoena or other judicial, administrative or legal process to be disclosed. In addition, Bottomline will
not copy, alter or remove any of City's data, records, documents or computer information and will restrict the disclosure of
any of City's data, records, documents or computer information to only those individuals who require the information to
perform services pursuant to the terms of this Agreement. Notwithstanding anything to the contrary, with notice to
Bottomline, City may disclose Confidential Information to a third party who is contracting with City to perform a service
for City, but only to the extent that the Confidential Information is necessary for that third party to perform its services
under its contract with City.
Within sixty (60) days of the expiration or early termination of this Agreement, each party will promptly return to the other
party all of the Confidential Information disclosed to it hereunder, as well as all written material which incorporates any
Confidential Information, except that one (1) copy may be retained for archival or back-up purposes.
Each party acknowledges that the breach of its obligations under this Section may cause the other party irreparable harm
and that the breach or threatened breach of the non -disclosure provisions of the Agreement may entitle the non -breaching
party to injunctive relief, in addition to any other legal remedies that may be available to it.
19. Tertnination. Any or all of the Services and/or City's software license may be terminated by City at any time, with or
without cause, by providing Bottomline with a written notice not less than ten (10) days prior to the date of termination. In
addition, termination shall occur upon the occurrence of any one or more of the following events: a) A breach or default
by City in the payment or performance of any of City's obligations under this Agreement, if City does not cure such failure
within ninety (90) days (or such longer period as may be reasonably necessary) of receipt of written notice from
Bottomline; b) the insolvency (however evidenced) of City, an assignment for the benefit of creditors by City, or the filing
of any petition or the commencement of any proceeding by or against City under any bankruptcy or insolvency laws or any
laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions (and, in
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the case of an involuntary petition or proceeding, the continuance thereof without dismissal or other termination for a
period of sixty (60) days or more following the filing or commencement thereof); or c) the dissolution, termination of
business existence, business failure, suspension of the transaction of the usual business, or appointment of a receiver of or
for City . City agrees, within sixty (60) days after termination of this license, to return to Bottomline, or to destroy, all
Software and related documentation provided hereunder and all copies and portions thereof.
20. Press Release. As part of Bottomline's normal marketing program, Bottomline may issue a press release to the media
announcing City's Agreement with Bottomline. The release may be posted on Bottomline's company web -site and may
appear in its quarterly newsletter and marketing or sales materials.
21. Additional or Inconsistent Terms. Any term or condition of City's purchase order or any other document provided to
Bottomline by City which is in any way different from, inconsistent with or in addition to the terms and conditions set
forth herein will not become a part of the Agreement between Bottomline and City or be binding upon Bottomline.
22. Hold Harmless. Notwithstanding anything to the contrary in this Agreement, Bottomline shall protect, defend, indemnify
and save hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss,
damage, expenses, costs (including without limitation, costs and fees of litigation of every nature) arising out of or in
connection with Bottomline's performance of this Agreement or its failure to comply with any of its obligations contained
in this Agreement by Bottomline, its officers, agents or employees except such loss or damage which was caused by the
sole negligence or willful misconduct of City. City shall be reimbursed by Bottomline for all costs and attorneys fees
incurred by City in enforcing this obligation
23. Workers' Compensation and Employers' Liability Insurance. Pursuant to California Labor Code Section Ml,
Bottomline acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured
against liability for workers' compensation; Bottomline covenants that it will comply with such provisions prior to
commencing performance of the work hereunder; and shall indemnify, defend and hold harmless City from and against all
claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's
fees and costs presented, brought or recovered against City, for or on account of any liability under any of said acts which
may be incurred by reason of any work to be performed by Bottomline under this Agreement. Bottomline shall maintain
employers' liability and workers' compensation insurance in an amount of not less than one hundred thousand dollars
(S 100,000) bodily injury by accident, each occurrence, one hundred thousand dollars ($100,000) bodily injury by disease,
each employee, two hundred fifty thousand dollars ($250,000) bodily injury by disease, policy limit. Bottomline shall
require all subcontractors to provide such employers' liability and workers' compensation insurance for all of the
subcontractors' employees. Bottomline shall furnish to City a certificate of waiver of subrogation under the terms of the
workers' compensation insurance and Bottomline shall similarly require all subcontractors to waive subrogation. ,
24. General Liability Insurance. In addition to the workers' compensation insurance and Bottomline's covenant to indemnify
City, Bottomline shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle
coverage covering the Agreement. The policy shall indemnify Bottomline, its officers, agents and employees, while acting
within the scope of their duties, against any and all claims arising out of or in connection with the Agreement, and shall
provide coverage in not less than the following amount: combined single limit bodily injury and property damage,
including products/completed operations liability and blanket contractual liability, of one million dollars (S1,000,000) per
occurrence. If coverage is provided under a form, which includes a designated general aggregate limit, the aggregate limit
must be no less than one million dollars ($1,000,000) for this Agreement. The policy shall name City, its agents, its
officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage
which may be applicable to the Agreement shall be deemed excess coverage and that Bottomline's insurance shall be
primary. Under no circumstances shall the above -mentioned insurance contain a self -insured retention, or a "deductible"
or any other similar form of limitation on the required coverage. The policy shall cover a one (1) year period beginning
upon execution of this Agreement. After this initial one (1) year period, Bottomline shall provide City with this coverage
prior to any time that Bottomline personnel come to City to provide services under this Agreement.
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25. Professional Liability Insurance. Bottomline shall famish a professional liability insurance policy covering the work
performed by it hereunder. Said policy shall provide coverage for Bottomiine's professional liability in an amount not less
than one million dollars ($1,000,000) per occurrence and in the aggregate. A claims -made policy shall be acceptable if the
policy further provides that:
a. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent
policies purchased as renewals or replacements).
b. Bottomline will make every effort to maintain similar insurance during the required extended period of coverage
following project completion, including the requirement of adding all additional insureds.
c. if insurance is terminated for any reason, Bottomline agrees to purchase an extended reporting provision of at least
two (2) years to report claims arising from work performed in connection with this Agreement.
d. The reporting of circumstances or incidents that might give rise to future claims.
26. Certificates of Insurance. Prior to commencing performance of the work hereunder, Bottomline shall furnish to City
certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as
required by this Agreement; the certificates shall:
a. provide the name and policy number of each carrier and policy;
b. shall state that the policy is currently in force; and
c. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in
limits except after thirty (30) days' prior written notice; however, ten (l0) days' prior written notice in the event of
cancellation for nonpayment of premium.
Bottomline shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully
completed and accepted by Bottomline. The requirement for carrying the foregoing insurance coverages shall not derogate
from the provisions for indemnification of City by Bottomline under the Agreement. City or its representative shall at all
times have the right to demand the original or a copy of all said policies of insurance. Bottomline shall pay, in a prompt
and timely manner, the premiums on all insurance hereinabove required.
27. Independent Contractor. Bottomline is, and shall be, acting at all times in the performance of this Agreement as an
independent contractor herein and not as an employee of the City. Bottomline shall secure at its expense, and be
responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for Bottomline and its officers, agents and employees and all business licenses,
if any, in connection with the services to be performed hereunder.
28. City Employees and Officials. Bottomline shall employ no City official nor any regular City employee in the work
performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement
in violation of the applicable provisions of the California Government Code.
29. California_ Public Records Act and the Rallh M. Brown Act. Notwithstanding any other provisions of this Agreement, the
City's obligations of nondisclosure and confidentiality shall not apply to any record, disclosure of which is mandated by an
applicable law or regulation, including but not limited to, the California Public Records Act and the Ralph M. Brown Act.
30. Legal Services Subcontracting Prohibited. Bottomline and City agree that City is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the scope of services
contemplated hereunder. Bottomline understands that pursuant to Huntington Beach City Charter Section 309, the City
Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses
incurred by Bottomline.
31. Attornev's Fees. In the event suit brought by either party to enforce the terms and/or provisions of this Agreement or to
secure the performance hereof, each party shall bear its own attomey's fees.
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32. Entirety. This Agreement and the attached Exhibits set forth the entire agreement between the parties respecting the
subject matter of this Agreement and supersedes all prior understanding and agreements whether oral or in writing. No
waiver or modification of any language of this Agreement shall be valid unless in writing and duly executed by both
parties.
I1 WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their
authorized offices the day, month and year first above «Titten.
BOTTOMLINE TECHNOLOGIES (DE), INC.. a CITY OF HUNTINGTON BEACH, a municipal
Delaware corporation corporation of the State of California
Daniel M. McGurl Mayor
Its: President
AND ATTEST:
By: IRA 14
Robert A. E6erle City Cleric047
Its: Chief Financial Officer
APPROVED AS TO FORM:
REVIEWED AND APPROVED: �r'4'9F r'
ty Administrator Od .ty Attorney 6Il
II;ITIATED AND APPROVED:
Y&X'�g&QL Z
Fire Chief•`Information Systems Director
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BOTTOMLINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE A
LICENSE OF BOTTOMLINE SOFTWARE
QTY
UNIT
TOTAL
SOFTWARE ITEM #F
DESCRIPTION
PRICE
DISC
PRICE
SIVR-PB32ESU/3.X-LCP
PayBase 32 Enterprise Shared User
1
$22,000.00
$1,540.00
$20,460.00
LaserCheck Software (includes 1
Printer Client)
SWR-PB32ESU/3.X-CFA
PayBase32 Enterprise Shared User
1
10,000.00
700.00
9,300.00
CheckFraud Avoidance Software
SWR-PB32E-PRNIT
PayBase32 Enterprise Shared User
1
1,000.00
70.00
930.00
Second Printer Client Software
SWR-GEN-PBD*
PayBase Designer Plus Software
1
7,995.00
559.65
7,435.35
Total
$40,995.00
$2,869.65
S38,125.35
10
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BOTTONILINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE B
SALE OF HARDWARE
ITEM NUMBER
DESCRIPTION
QTY
UNIT
PRICE
DISC
TOTAL
PRICE
TROY-8 I 00-H-PRN
Troy 8I00 MICR Secure Printer
2
$6,195.00
$867.30
$11,522.70
TROY-8100-H-ETHER
Troy 8100 MICR Ethemet 10 Base T
2
298.00
41.72
554.28
Network Card
TROY-DISK-H-FONT
Troy MICR Security Font Diskette
1
595.00
41.68
553.32
MO-PS4-H-MAIL
Moore PS-4 SpeediSealer Pressure Seal
1
10,990.00
769.30
10,220.70
Machine
Total
$24,571.00
S1,720.00
S22,851.00
11
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BOTTOMLII\E TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE C
BOTTOMLINE SERVICES
UNIT
TOTAL
SERVICES ITEM #
DESCRIPTION
QTY PRICE
DISC
PRICE
SER-INST-PB32ESU
PayBase Enterprise Shared User Integration &
1 $6,995.00
$489.80
$6,505.20
Training Package ( expenses additional)
SER-DES-APPL
Application Interface — Document Design
2 3,125.00
437.50
5,812.50
SER-DIG-DIG
Digitizing Service
2 400.00
56.00
744.00
SER-DES-CFAB
CFA Bank Integration (per bank)
1 3,125.00
218.70
2,906.30
$ER-CON-JDE-
Linx2 JDEdwards OneWorld Accounts Payable
1 6,875.00
375.00
6,500.00
LINX2-AP
Package
SER-CON-JDE-
Linx2 JDEdwards OneWorld Payroll Package
1 6,875.00
3,375.00
3,500.00
LINX2-PR
(Second Application Setup with A/P)
SER-PTI-PAS-PB32
PTI Payment Application Seminar for PayBase3'-
1 2,995.00
0.00
2,995.00
— 5 days
Total
$33,915.00
$4,952.00
S28,963.00
NOTE: Bottomline Technologies has the ability to laser print other documents with data file feeds from
J.D. Edwards or other application systems. These documents would beprinted using the PayBase32 Laser Check .Software
module, similar to the printing of City's Accounts Payable and Payroll Checks. Each would require an Application Interface -
Document Design. These applications could include Purchase Orders, Workman Comp Checks, Medical Claim Checks, Utility
Checks, 1099s, W2s or any other desired form. If Bottomline performs the integrations, the cost would be $3,125 per data file
for each. As an alternative, City could order and use PayBase Designer+ to perform the work itself. Bottomline recommends
the PT! f ve (5) day course to prepare City programmers in use of PBD+ for the setup of any of these future applications.
12
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BOTTOMLINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE D
STANDARD SOFTWARE SUPPORT
SOFTWARE
SUPPORT ITEM # DESCRIPTION
SER-SWS-PB32ESU- PayBase'- Enterprise Shared User LaserCheck Software
LCP Support
SER-SWS-PB32-CFA PayBase32 Enterprise CheckFraud Avoidance Software
Support
SER-SWS-PBP PayBase32 Printer Client Software Support
SER-SWS-PBD+ PayBase Designer Plus Software Support
Total
13
g:Ijmf%200agreeBottomline software contract.doc
UNIT
QTY PRICE
TOTAL
PRICE
1 $3,960.00
$3,960.00
1 1,800.00
1,800.00
1 180.00
180.00
1,439.00 1,439.00
S7,379.00
DATE CM to Y)
RTI ATE}.IAT IN5/01/00
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
THIS
Marsh USA Inc. U
17th Street Plaza :FIAF
2225 17th St., Suite 2100
Denver. CO 80202-5534
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
THE COVERAGE AFFORDED BY THE POLICIES BELOW,
COMPANIES AFFORDING COVERAGE
COMPANY
JEFFREY PARENT 303,308-4500
A ST. PAUL GUARDIAN INS CO
INSURED
COMPANY
-dD EDWARDS-A COMPANY
B ST. PAUL FIRE & MR INS CO.
JV. EDWARDS:kDRLD SOLUTIONS CO
J0 EDWARD& kORLD SOURCE CO.
7601 TECHNOLOGY WAY
COMPANY
C
COMPANY
DENVER. 00 80237
g
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN�U-RED NAMED ABOVE FOR THE POLICY PERIOD...
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
Co
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MMMDIYY)
POLICY EXPIRATION
DATE (MMIDDri(Y)
LIMITS
A
GENERAL LIABILITY
TE09101373
5101100
5101101
GENERAL AGGREGATE
2.000.000
X COMMERCIAL GENERAL LIABILITY
PRODUCTS- COMPIOP AGO
It 2,000.000
CLAIMS MADE Fy ]OCCUR
PERSONAL b ADV INJURY
Is 1.000,000
OWNER'S & CONTRACTOR'S PROT
EACH OCCURRENCE
IS 1.000,000
FIRE DAMAGE (Any and fiml
MED EXP (Any onaPersaml 141
10,000
AUTOMOBILE
LIABILITY
ANY ALJTq
COMBINED SINGLE LIMIT
0
ALL OWNED AUTOS
SCHEDULED AUTOS ?I?
r , HIRED AUTOS
NON -OWNED AUTOS
SID k�s
moil
BODILY INJURY
(Par persont
0
BODILY INJURY'
(Per accident)
PROPERTY DAMAGE
lie
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
I
ANY AUTO
OTHER THAN AUTO ONLY:
ME
EACH ACCIDENT
41
AGGREGATE
•
EXCESS LIABILITY
EACH OCCURRENCE
UMBRELLA FORM
AGGREGATE
OTHER THAN UMBRELLA FORM
Ir
WORKER-1COMPENSATION AND
EMPLOYERS' LIABILITY
WA9401538
9101199
9101100
ACSTATU- IOTH-
R)IIMITS
.....2iffi�
Mfflg f:
EL EACH ACCIDENT
• 500.00C
THE PROPRtETnR/ INCL
EL DISEASE - POLICY LIMIT
a 500,001
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL
EL DISEASE - EA EMPLOYEE
0 500,doc
OTHER
DESCFUPTrOM OF OPEfLATioNsAocAnON4SiVEHICLESMPECL4L ITEMS (LIMITS MAY BE ausiEcr To DEDUCTIBLES OR RETENTIONS).
WAIVER OF SUBROGATION IS INCLUDED FOR GENERAL LIABILITY AND kVRKERS' COMPENSATION. CITY OF HUNTINGTON OFACH, ITS
AGENTS, OFFICERS. EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS UNDER ME C"ERCIAL GENERAL LIABILITY COVERAGE PART. JD EDWARDS
GENERAL LIABILITY INSURANCE SHALL BE PRIMARY ONLY AS RESPECTS TO
NEGLIGENT ACTS OF JD ED94RDS.
-z . ..........
0
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF HUNTINGTON BEACH
AM: Michael P. DOLDER
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL j1N=1=X MAIL
30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED To THE LEFT,
2000 MIN ST
HUNTINGTON BEACH, C4 92648
AUTHORIZED REPRESENTA;
mx
40 ..
A ffi
m>�
(* 10 DAYS FOR NON-PAYMENT) CERTIFICATE NO. 0209001-00416
BOTTOMLINE
June 7, 2000
Mr. Michael P. Dolder, Fire Chief
City of Huntington Beach
2000 Main Street, Fifth Floor
Huntington Beach, CA 92648
Dear Mr. Dolder:
Enclosed is the original of the contract between the City of Huntington Beach and Bottomline Technologies (DE),
Inc. There is also an additional copy. Please have both of them signed by the appropriate parties and return one of
them to us for our files.
We look forward to working with you and the City of Huntington Beach. Thank you for your consideration of
Bottomline Technologies (DE). Inc.
Yours [rely,
Anne L. Surman, Manager
Global Sales Operations
Enclosures (2)
ALS/ka
Bcttc'nli,)e "e_-hro:ogies • ' 55 F'eet S-reet • Portsrrouff-, NH 0338C1-4050 • Dnorie (60', 435-070C • Fcx (603) 43-6-;300
In!erret Ada'ess r- o //www bo•torr ire cor^
E.
•
CITY OF HUNTINGTON BEACH
2000 MAIN STREET
FIRE DEPARTMENT
June 6, 2000
Ms. Anne Surman
Contract Administrator
Bottomline Technologies, Inc.
155 Fleet Street
Portsmouth, NH 03801
Dear Ms. Surman:
CALIFORNIA 92648
RE: BOTTOMLINE TECHNOLOGIES, INC. CONTRACT WITH CITY OF HUNTINGTON
BEACH — ACQUISITION OF CHECK AND FORM PRINTING SOFTWARE AND
HARDWARE FOR THE J.D. EDWARDS BUSINESS SYSTEM IMPLEMENTATION
Enclosed is the original Bottomline Technologies, Inc. contract, a copy of which was faxed to
you on June 6, 2000. This contract is with the City of Huntington Beach for Acquisition of
Check and Form Printing Software and Hardware for the J.D. Edwards Business System
Implementation. Please have Mr. McGurl and Mr. Eberle sign on page 9 and return the
original signed contract to:
Michael P. Dolder, Fire Chief
City of Huntington Beach
2000 Main Street, Fifth Floor
Huntington Beach, CA 92648
The certificate of insurance has been faxed to my office and has been forwarded to our Risk
Management Office.
If you have any questions, please contact my office at 714-536-5402.
Sincerely,
Michael P. Dolder
Fire Chief
MPD/cgs
Enclosure
ATTACHMENT 1
CONTRACT BETWEEN THE CITY OF HUNTItiGTON BEACH AND
BOTTOMLII\E TECHNOLOGIES (DE), INC.
FOR CHECK AND FORM PRINTING SERVICES
THIS Agreement is made and entered into this 5 th day of June , 2000 by and between the
CITY OF HLn1TINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as `City", and
BOTTOMLIhE TECHNOLOGIES (DE), INC.. a Delaware corporation, hereinafter referred to as "Bottomline."
WHEREAS, City desires to purchase check and form printing software and hardware required to implement the J.D.
Edwards Enterprise Resource Planning project.
Bottomline has been selected to provide that software and related hardware,
NOW, THEREFORE, it is agreed by City and Bottomline as follows:
City and Bottomline have agreed to the following `defined terms" throughout this Agreement:
• "Software" shall mean "licensed software products and their related documentation," listed in Exhibit A, which
is incorporated into this Agreement by this reference.
• "Hardware" shall mean "all equipment and related supplies; specifically excluding software," listed in Exhibit B.
which is incorporated -into this Agreement by this reference. -
• "Products" shall mean "collectively, Software and Hardware," and
• `Services" shall mean "any and all work performed by Bottomline on behalf of City including but not limited to:
training, installation, programming, designs, applications, maintenance, and support necessary to implement
Bottomline's Software and Hardware purchased by City under this Agreement," listed in Exhibit C and Exhibit
D, which is incorporated into this Agreement by this reference.
1. Taxes. All prices are exclusive of all excise, sales, use, transfer and other taxes and duties imposed with respect to the
products or their sale by any federal, state, municipal or other governmental authority, all of which taxes must be paid by
City. City is responsible for obtaining and providing to Bottomline any certificate of exemption or similar document
required to exempt any sale from sales, use or similar tax liability.
2. Shipping Costs. The date of delivery is the date when the products are shipped by Bottomline to City. Bottomline
assumes risk of loss and damage to all Products during transit. Bottomline will use reasonable efforts to meet requested
delivery dates, but will not be liable for failure to do so. Bottomline will•not be liable for any loss or damage resulting
from any delay in delivery or failure to deliver which is due to any cause beyond Bottomline's control. Products for which
delivery is delayed due to any cause within City's control may be placed in storage by Bottomline at City's risk and
expense and for its account. City will be liable for all costs and expenses incurred by Bottomline in holding or storing
Products for City (where delivery is delayed due to any cause within City's control) or at City's request. If, however, City
cancels or rejects for good cause due to damage or inoperability any Product, Bottomline shall bear all shipping charges
related to such Product, and if City has already paid for such Product, Bottomline shall refund such payment to City.
3. Implementation. Bottomline and City agree to create an implementation schedule within two (2) weeks from the execution
of this Agreement, which implementation schedule will be extended for any delays not caused by Bottomline. For each
week that Bottomline exceeds the implementation schedule, City will receive one (I) month of Standard Sofn;pare Support
free of charge.
Payment Terms. Fifty percent (_0 %) deposit of the total order amount for the Products is due within ten (10) days after
City's execution of this Agreement. City will be invoiced when Products are delivered. City agrees to pay the remaining
balance for the Products within thirty (30) days after City delivers a signed completion of implementation to Bottomline of
City's satisfactory implementation of the Products, which City will not unreasonably withhold. City will be invoiced
when Services are rendered. However, the fee for the Standard Software Support in Exhibit D for the first year is payable
within ten (10) days after the City's execution of this Agreement. Receipt of payment for renewal of Standard Software
Support is to be within thirty (30) days of receipt of the invoice in order to keep current. ALL SOFTWARE SUPPORT
g:. jmf.200agree:--Bottomline software contract.doc
FEES ARE NON-REFUNDABLE. City will be charged one and one-half percent (1 '/2 ° o) per month on any outstanding
balance over thirty (30) days. All payments are to be made in U.S. dollars.
5. Title and Risk of Loss. Subject to Section 5 and to Bottomline's right to stop delivery of Products in transit, title to and
risk of loss or damage for Products (other than Software) will pass to City upon the earlier of delivery to City.
6. Security Interest. Bottomline reserves and City grants to Bottomline a security interest in all Hardware sold and all
proceeds to secure full payment to Bottomline. City acknowledges that this document or copies of this document may be
filed with the appropriate authorities as a financing statement and agree to execute and deliver such other documents as
Bottomline may request in order to evidence or perfect Bottomline's security interest.
7. Specifications. All Products are subject to Bottomline's standard tolerances for specifications as documented in our
current Product descriptions. Bottomline reserves the right to make substitutions and modifications in the specifications of
any Products, provided that such substitutions or modifications do not materially affect the performance of the Products or
the purposes for which they can be used. Bottomline will include City in any discussion of modifications or substitutions.
City will be notified in writing of any such changes. Bottomline shall provide City with all necessary documentation and
user-friendly operating manuals for all Products purchased by City.
Warranty: Indemnification.
a. Bottomline warrants solely to City that the Hardware will be free from defects in materials and workmanship, when
given normal, proper and intended usage, for the period of time specified by the manufacturer of said Hardware. The
manufacturer's warranty for such specified Hardware will pass to the City upon delivery of the Hardware to City.
This warranty does not apply to expendable components, such as, but not limited to, fuses and bulbs. Bottomline
warrants solely to City that Software provided hereunder will perform substantially in accordance with product
documentation in effect at the time of delivery for a period of ninety (90) days from the date of City's signed
completion of implementation of Software. Bottomline does not warrant that City's use of any Software will be
uninterrupted or error -free.
b. At Bottomline's expense. Bottomline agrees to repair or replace at its option all defective Hardware and to use
reasonable efforts to correct all Software not performing substantially in accordance with the Sofrivare documentation,
provided that City has given Bottomline written notice of such warranty claim within the warranty period. If
Bottomline is unable, after reasonable efforts, to repair or replace such defective Hardware or to correct such Software
not performing substantially in accordance with Software documentation, City's sole remedy shall be the refund of an
amount not to exceed the actual payments received by Bottomline for such Products. All repairs will be done during
normal working hours. All replaced parts shall become Bottomline's property. Bottomline may require the Products
to be shipped to it or elsewhere and returned to City, at Bottomline's expense, for warranty service to be performed.
c. Bottomline shall have no obligation to make repairs, replacements or corrections which result, in whole or in part,
from (1) normal wear and tear, (2) catastrophe, fault or negligence of City, (3) improper or unauthorized use of the
Products, (4) use of the Products in a manner for which they were not designed, (5) causes external to the Products
such as, but not limited to, power failure or electric power surges, or (6) use of the Products in combination with
equipment andbr supplies or software not supported by Bottomline.
If notified promptly in writing of any action (and all prior related claims) brought against City based on a claim that a
Product infringes any valid United States patent, copyright or trade secret, Bottomline shall indemnify and hold City
harmless from and against any claims, including, reasonable legal fees and expenses, based upon such infringement
claims, including defending such action at Bottomline's expense and pay all costs and damages finally awarded in
such action or settlement which are attributable to such claim. Bottomline shall have sole control of the defense of
any such action and all negotiations for its settlement or compromise. City shall cooperate fully with Bottomline in
the defense, settlement or compromise of any such action. In the event that a final injunction is obtained against City's
use of a Product by reason of infringement of a valid United States patent, copyright or trade secret, or if in
Bottomline's opinion any Product is likely to become the subject of a successful claim of such infringement,
Bottomline may, at its option and expense, and in the following order, (1) procure for City the right to continue using
the Product, (2) replace or modify the Product so that it becomes non -infringing (so long as its functionality is
essentially unchanged), or in the event that actions (1) and (2) cannot be invoked successfully, accept the return of the
2
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•
Product and refund to City the purchase price therefore. Bottomline may withhold further shipments of any such
Products.
e. Bottomline shall not have any liability to City to the extent that any infringement or claim thereof is based upon (1)
use of a Product in combination with equipment or software not supplied by Bottomline where the Product would not
itself be infringing, (2) compliance with City's designs, specifications or instructions where the Product would not
itself be infringing, (3) use of the Product in an application or environment for which it was not designed or not
contemplated hereunder where the Product would not itself be infringing, (4) modifications of the Product by anyone
other than Bottomline where the Product would not itself be infringing, or (5) any claims of infringement of any
patent, copyright or trade secret in which City or any affiliate of City has an interest or license where the Product
would not itself be infringing.
EXCEPT AS STATED ABOVE, BOTTOMLINE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING
INDEMNIFICATION PROVISIONS STATE BOTTOMLINE'S ENTIRE LIABILITY WITH RESPECT TO
INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
SECRETS AND OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE PRODUCTS.
BOTTOMLINE'S MAXIMUM LIABILITY TO CITY (EXCEPT FOR BOTTOMLINE'S INDEMNIFICATION
OBLIGATIONS UNDER THIS AGREEMENT) ARISING OUT OF THE SALE OF THE PRODUCTS OR THEIR
USE, WHETHER BASED.I;;PONI V4'ARRANTY, CONTRACT, -TORT OR OTHERWISE, SHALL NOT EXCEED
THE ACTUAL PAYMENTS RECEIVED BY BOTTOMLINE IN CONNECTION THEREWITH. IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES,
ARISING HEREUNDER OR FROM THE SALE OR USE OF THE PRODUCTS.
f. City shall be responsible for any claims, liabilities or damages from (1) infringement or alleged infringement of any
patent, copyright, trade secret, trademark or other intellectual property or proprietary right as a result of Bottomline's
compliance with Customer's designs, specifications or instructions, (2) Customer's breach of any of its obligations
hereunder, (3) Customer's misuse of the Products. Customer may not alter or remove, and shall abide by, any patent,
trademark, copyright, trade secret, proprietary or other notices contained on or in the Products.
9._ Sofhvare.. `
a. Bottomline hereby grants to City a perpetual, non-exclusive, nontransferable license, without power to sublicense, to
use Software provided hereunder solely for City's own internal business purposes and to use the related
documentation solely for City's own internal business purposes, except for such third party who is contracting with
City to perform a service for City, but only to the extent necessary for that third party to perform its services under its
contract with City. Bottomline shall retain all rights, title and interest in the Software and related documentation
provided hereunder and any copies thereof, and of all copyright, trade secret, patent, trademark and other intellectual
property rights therein. City agrees not to sell, transfer, license, loan or otherwise make available to third parties the
Software and related documentation provided hereunder and agrees to notify Bottomline immediately of the
occurrence of and the circumstances surrounding any unauthorized use or possession of such Products provided
hereunder without Bottomline's written consent, The source code for the Software supplied hereunder will not be
disclosed to City. City may not disassemble, decompile, or reverse engineer the Software supplied hereunder. City is
authorized to make a reasonable number of copies necessary for City's backup, production, training, archival and in-
house disaster recovery purposes, or as operationally required, provided that City notifies Bottomline if it makes more
than five (5) copies. All copies of each Software shall be the property of Bottomline. City agrees to reproduce and
incorporate all proprietary rights notices of Bottomline in any and all copies of Software permitted to be made by City
hereunder.
b. Certain Software provided by Bottomline may be owned by one or more third parties and licensed to Bottomline.
Bottomline and City intend and agree that Software owned by third parties and provided hereunder are being
sublicensed to City, that such third parties retain ownership of and title to such Software, and that such third parties
may directly enforce City's obligations hereunder in order to protect their respective interests in such Software.
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c. Bottomline warrants that it has good title to the Software and the right to license its use to City free of any proprietary
rights of any other party or any other encumbrance whatever.
10. Services.
a. Bottomline agrees to perform those Services set forth in Exhibit C for City. With regard to on -site training, City also
agrees to reimburse Bottomline for all expense and disbursements reasonably incurred by Bottomline (including, but
not limited to, travel, telephone calls, supplies, transportation, express mail, secretarial services, and messenger
services), such reimbursement to be made within thirty (30) days of City's receipt of an invoice or invoices for the
same. Bottomline specifically reserves the right to determine which of Bottomline's employees and contractors shall
be assigned to perform the Services, as well as the right to replace or re -assign any such employees or contractors.
Bottomline warrants that the work performed will be in accordance with accepted industry standards and levels and in
a professional manner.
b. Bottomline and City agree to the following terms in regard to Software Support for the Software listed in Exhibit D.
Bottomline warrants that the work performed will be in accordance with accepted industry standards and levels and in
a professional manner. Bottomline's Standard Software Support shall include:
l . Toll -free access to Bottomline's Customer Support Call Center during standard operating hours. The standard
hours of operation are: Monday - Friday (excluding holidays) 8:30 am EST to 8:30 p.m. EST.
2. MICR quality support, including testing sample documents to ensure product quality. .
3. E-mail and bulletin board service to facilitate uploading and downloading files and data.
4. Password protected access to Bottomline's Customer Website for frequently asked questions ("FAQ's") and
general online support.
5. Access, for no additional charge, to all new releases as well as revisions and enhancements for the Software
products and product features included under this Agreement. This does not include Operating System platform
changes.
The Standard Software Support coverage commences three (3) calendar days after shipment of the Sottvare. if that
date falls on a weekend, it becomes effective on the first business day to follow. Bottomline guarantees to continue
Standard Software Support coverage for all Software City purchases from Bottomline as long as City pays all required
fees and is not in breach of this Agreement, provided that the Software purchased is a current version or the prior
version within one (1) year of release of the newest version. if City elects to not renew the Standard Soft -are Support
and then decides, in the future, to add a new Standard Software Support agreement to the Agreement, Bottomline
reserves the right to require a review of the City's current Bottomline software status and to charge a fee to assist City
in reaching the then -current standard for this service. The Standard Software Support pertains solely to the Software
listed in this Agreement. However, any additional or add -on software modules licensed by City will be automatically
added to this Agreement. Standard Software Support fees for additional Software Licenses purchased under the
Agreement will be pro -rated to be coincident with the anniversary date of this Sofhvare Support Agreement. Receipt
of payment for these pro -rated fees for Standard Software Support is to be within thirty (30) days of City's receipt of
the invoice. Bottomline reserves the right to limit support to the most current versions of Software. A version of
Software superseded by a new version will be supported for at least one (1) year after the release of the newest
version. Software support for installed Software that does not meet this standard will be provided on a "best efforts"
basis. If Bottomline is required to perform additional work in these instances, the extra work will be billed at
Bottomline's then -current rate per hour. All enhancements and revisions provided by Bottomline to City under this
Agreement shall be considered part of the standard software product purchased, and are therefore subject to the same
requirements of use contained in the original software product license.
c. During the Implementation Phase, Bottomline will provide City a primary contact in the form of an Implementation
Manager. At any time during Implementation that City has an issue or problem it should contact the Implementation
Manager and ask for a clearly defined "Resolution Plan", to the issue(s).
4
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0 •
Action Taken: Implementation Manager (or his or her designee) will assess the issue and recommend a process -for
solution (`Resolution Plan") to City. The Resolution Plan will include, but is not limited to: a) a specific Action Item
list that will be required as part of the solution; b) who is responsible to complete each Action Item on the list; and c)
the timeframe within which the Action Items will be completed. City may be responsible for part of the solution (i.e.;
providing sample data files or sample output of issue in question, etc.) but must concur in writing with the solution
and timeframe.
While guarantees for resolution of issues or problems within a prescribed timeframe cannot be determined .without
understanding the problem, the Implementation Manager will have access to sufficient resources to resolve the issue
within a timeframe mutually agreed upon in writing. Bottomline's policy, however is to respond with a return call
related to production issues, within four (4) hours and respond to non -production issues within one (1) business day.
If City or Implementation Manager is not satisfied with the progress or responsiveness to the issue, it can be escalated
to the Manager of Implementation Services for that region. The Manager of Implementation Services will then assist
in determining the proper resolution paths and additional resources needed to solve the issue.
If City or Manager of Implementation Services is not satisfied with the progress or responsiveness to the issue, it can
be escalated to the Director of Implementation Services for that region. The Director of Implementation Services will
then assist in determining the proper resolution paths and additional resources needed to solve the issue.
If City or Director of Implementation Services is not satisfied -with the progress or responsiveness to the issue, it can .
be escalated to the Vice President of Support and Services. The Vice President of Support and Services will then assist
in determining the proper resolution paths and additional resources needed to solve the issue.
Implementation Mgr.'s Name: To be assigned
Mgr. of Implementation Serv.'s Name: Brian Rawa
Director's Name: Tom Bartolotta
Vice President's Name: Tom Daniels
Implementation Mgr.'s Phone #: To be assigned.
Manager's Phone *: (415) 782-3880, ext. 4
Director's Phone #: (415) 782-3880, ext. I
Vice President's Phone #: 603-559-5180
11. Compliance with Laws. City and Bottomline shall comply with all applicable governmental laws, ordinances, codes, .
rules, regulations and orders in its performance hereunder including all laws and regulations relating to the export and re-
export of Products furnished hereunder, and -shall obtain all permits or licenses required in connection with the purchase,
shipment, installation and use of any of the Products.
12. Assignment. Neither City nor Bottomline may delegate any duties nor assign any rights or claims hereunder without each
party's prior written consent, and any such attempted delegation or assignment shall be void. The consent of each party
will not be unreasonably withheld.
13. Governing Law. The rights and obligations of the parties hereunder shall be governed by and interpreted, construed and
enforced as a sealed instrument in accordance with the laws of the State of California.
14. Authorization. City and Bottomline represent and warrant that each has been duly authorized to execute and deliver this
Agreement and to perform its obligations hereunder, and the persons signing on City's and Bottomline's behalf has the
power and authority to do so.
15. Force Vlajeure. In the event that Bottomline is prevented from performing, or is unable to perform, any of its obligations
hereunder due to any cause beyond Bottomline's reasonable control, including but not limited to: Acts of God, riot, war,
acts of terrorism, flood, earthquake, then Bottomline's failure to perform shall be excused for the period of such delay.
16. Severability, Remedies, Waiver. In the event that any one or more provisions contained herein (other than the provisions
obligating City to pay Bottomline for the Products) shall be held by a court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other
5
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remedies at law or equity. No inaction or action (unless signed by the City Administrator or the Bottomline
Representative) by either party shall be interpreted as a waiver. Either parry's failure to enforce, or waiver of a breach of,
any provision contained herein shall not constitute a waiver of any other breach of such provision or another provision of
this Agreement.
17. Notices. Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received
when actually received via certified mail, return receipt requested, or by personal delivery to the designated representatives
set forth below.
Bottomline Technologies (de), Inc.
155 Fleet Street
Portsmouth, NH 03801
Telephone: (603) 436-0700
Fax: (603) 559-4950
Bottomline Representative:
Tom Bassett, Account Executive
(858) 481-9335
Anne Surman, Sales Operations Manager
(603)559-5280
a Surma n(b)Bottoml i ne.c om
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
City's Representative:
Mike Dolder, Fire Chiet7lnformation Systems Director
Telephone: (714) 536-5402
Fax: (714)374-1551
Email: dolderm a,surfcity-hb.org
18. Confidentiality. Each party agrees that all materials, documents, and information provided to it by the other party in
writing and designated "Confidential" or, if disclosed in other than tangible form is designated "Confidential" at the time
of disclosure and thereafter reduced to writing within thirty (30) days, is and shall be considered as confidential and
proprietary information (collectively, the `Confidential Information") and the sole property of the disclosing party. Each
party agrees to hold such Confidential Information of the other party in strict confidence and shall not disclose the
Confidential Information to any third party; provided that the party receiving such information will have no obligations
with respect to any Confidential Information that (i) is now or later becomes publicly available through no fault of the
receiving party: (ii) is obtained from the receiving party from a third -party entitled to disclose it; (iii) is already in the
possession of the receiving party as indicated in its written records; or (iv) is required by law, rule regulation, order,
decision, decree or subpoena or other judicial, administrative or legal process to be disclosed. In addition, Bottomline will
not copy, alter or remove any of City's data, records, documents or computer information and will restrict the disclosure of
any of City's data, records, documents or computer information to only those individuals who require the information to
perform services pursuant to the terms of this Agreement. Notwithstanding anything to the contrary, with notice to
Bottomline, City may disclose Confidential Information to a third party who is contracting with City to perform a service
for City, but only to the extent that the Confidential Information is necessary for that third party to perform its services
under its contract with City.
Within sixty (60) days of the expiration or early termination of this Agreement, each party will promptly return to the other
party all of the Confidential Information disclosed to it hereunder, as well as all written material which incorporates any
Confidential Information, except that one (1) copy may be retained for archival or back-up purposes.
Each party acknowledges that the breach of its obligations under this Section may cause the other party irreparable harm
and that the breach or threatened breach of the non -disclosure provisions of the Agreement may entitle the non -breaching
party to injunctive relief, in addition to any other legal remedies that may be available to it.
19. Termination. Any or all of the Services and/or City's software license may be terminated by City at any time, with or
without cause, by providing Bottomline with a written notice not less than ten (10) days prior to the date of termination. In
addition, termination shall occur upon the occurrence of any one or more of the following events: a) A breach or default
by City in the payment or performance of any of City's obligations under this Agreement, if City does not cure such failure
within ninety (90) days (or such longer period as may be reasonably necessary) of receipt of written notice from
Bottomline; b) the insolvency (however evidenced) of City, an assignment for the benefit of creditors by City, or the filing
of any petition or the commencement of any proceeding by or against City under any bankruptcy or insolvency laws or any
laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions (and, in
6
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9 •
the case of an involuntary petition or proceeding, the continuance thereof without dismissal or other termination for a
period of sixty (60) days or more following the filing or commencement thereof); or c) the dissolution, termination of
business existence, business failure, suspension of the transaction of the usual business, or appointment of a receiver of or
for City . City agrees, within sixty (60) days after termination of this license, to return to Bottomline, or to destroy, all
Software and related documentation provided hereunder and all copies and portions thereof.
20. Press Release. As part of Bottomline's normal marketing program, Bottomline may issue a press release to the media
announcing City's Agreement with Bottomline. The release may be posted on Bottomline's company web -site and may
appear in its quarterly newsletter and marketing or sales materials.
21. Additional or Inconsistent Terms. Any term or condition of City's purchase order or any other document provided to
Bottomline by City which is in any way different from, inconsistent with or in addition to the terms and conditions set
forth herein will not become a part of the Agreement between Bottomline and City or be binding upon Bottomline.
22. Hold Harmless. \otnwithstanding anything to the contrary in this Agreement, Bottomline shall protect, defend, indemnify
and save hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss,
damage, expenses, costs (including without limitation, costs and fees of litigation of every nature) arising out of or in
connection with Bottomline's performance of this Agreement or its failure to comply .with any of its obligations contained
in this Agreement by Bottomline, its officers, agents or employees except such loss or damage which was caused by the
sole negligence or willful misconduct of City. City shall be reimbursed by Bottomline for all costs and attorney's fees
incurred by City in enforcing this obligation
23. Workers'_ Compensation and Employers' Liability Insurance. Pursuant to California Labor Code Section 1861,
Bottomline acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured
against liability for workers' compensation; Bottomline covenants that it will comply with such provisions prior to
commencing performance of the work hereunder; and shall indemnify, defend and hold harmless City from and against all
claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's
fees and costs presented, brought or recovered against City, for or on account of any liability under any of said acts which
may be incurred by reason of any work to be performed by Bottomline under this Agreement. Bottomline shall maintain
employers' liability and workers' compensation insurance in an amount of not less than one hundred thousand dollars
($100,000) bodily injury by accident, each occurrence, one hundred thousand dollars (5100,000) bodily injury by disease,
each employee, two hundred fifty thousand dollars ($250,000) bodily injury by disease, policy limit. Bottomline shall
require all subcontractors to provide such employers' liability and workers' compensation insurance for all of the
subcontractors' employees. Bottomline shall furnish to City a certificate of waiver of subrogation under the terms of the
workers' compensation insurance and Bottomline shall similarly require all subcontractors to waive subrogation. ,
24. General LJabi1LV Insurance. In addition to the workers' compensation insurance and Bottomline's covenant to indemnify
City, Bottomline shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle
coverage covering the Agreement. The policy shall indemnify Bottomline, its officers, agents and employees, while acting
within the scope of their duties, against any and all claims arising out of or in connection with the Agreement, and shall
provide coverage in not less than the following amount: combined single limit bodily injury and property damage,
including products/completed operations liability and blanket contractual liability, of one million dollars ($1,000,000) per
occurrence. If coverage is provided under a form, which includes a designated general aggregate limit, the aggregate limit
must be no less than one million dollars (S 1,000,000) for this Agreement. The policy shall name City, its agents, its
officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage
which may be applicable to the Agreement shall be deemed excess coverage and that Bottomline's insurance shall be
primary. Under no circumstances shall the above -mentioned insurance contain a self -insured retention, or a "deductible"
or any other similar form of limitation on the required coverage. The policy shall cover a one (1) year period beginning
upon execution of this Agreement. After this initial one (1) year period, Bottomline shall provide City with this coverage
prior to any time that Bottomline personnel come to City to provide services under this Agreement.
7
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25. Professional Liability Insurance. Bottomline shall furnish a professional liability insurance policy covering the work
performed by it hereunder. Said policy shall provide coverage for Bottomline's professional liability in an amount not less
than one million dollars (S 1,000,000) per occurrence and in the aggregate. A claims -made policy shall be acceptable if the
policy further provides that:
a. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent
policies purchased as renewals or replacements).
b. Bottomline will make every effort to maintain sinular insurance during the required extended period of coverage
following project completion, including the requirement of adding all additional insureds.
c. If insurance is terminated for any reason, Bottomline agrees to purchase an extended reporting provision of at least
two (2) years to report claims arising from work performed in connection with this Agreement.
d. The reporting of circumstances or incidents that might give rise to future claims.
26. Certificates of Insurance. Prior to commencing performance of the work hereunder, Bottomline shall furnish to City
certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as
required by this Agreement; the certificates shall:
a. provide the name and policy number of each carrier and policy;
b. shall state that the policy is currently in force; and
c. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in
limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of
cancellation for nonpayment of premium.
Bottomline shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully
completed and accepted by Bottomline. The requirement for carrying the foregoing insurance coverages shall not derogate
from the provisions for indemnification of City by Bottomline under the Agreement. City or its representative shall at all
times have the right to demand the original or a copy of all said policies of insurance. Bottomline shall pay, in a prompt
and timely manner, the premiums on all insurance hereinabove required.
27. Independent Contractor. Bottomline is, and shall be, acting at all times in the performance of this Agreement as an
independent contractor herein and not as an employee of the City. Bottomline shall secure at its expense, and be
responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for Bottomline and its officers, agents and employees and all business licenses,
if any, in connection with the services to be performed hereunder.
28. City Employees and Officials. Bottomline shall employ no City official nor any regular City employee in the work
performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement
in violation of the applicable provisions of the California Government Code.
29. California Public Records Act and the Ralph M. Brown Act. Notwithstanding any other provisions of this Agreement, the
City's obligations of nondisclosure and confidentiality shall not apply to any record, disclosure of which is mandated by an
applicable law or regulation, including but not limited to, the California Public Records Act and the Ralph M. Brown Act.
30. Legal Services Subcontracting Prohibited. Bottomline and City agree that City is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the scope of services
contemplated hereunder. Bottomline understands that pursuant to Huntington Beach City Charter Section 309, the City
Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses
incurred by Bottomline.
31. Attornev's Fees. In the event suit brought by either party to enforce the terms and/or provisions of this Agreement or to
secure the performance hereof, each party shall bear its awn attorney's fees.
g:: jmf'200agree Bottomline software contract.doc
i
•
32. Entire . This Agreement and the attached Exhibits set forth the entire agreement between the parties respecting the
subject matter of this Agreement and supercedes all prior understanding and agreements whether oral or in writing. No
waiver or modification of any language of this Agreement shall be valid unless in writing and duly executed by both
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their
authorized offices the day, month and year first above written.
BOTTO'MLINE TECHNOLOGIES (DE), INC., a
Delaware corporation
By:
Daniel M. McGurl
Its: President
AND
By:
Robert A. Eberle
Its: Chief Financial Officer
REVIEWED AND APPROVED:
Administrator
CITY OF HUNTINGTON BEACH, a municipal
corporation of the State of California
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
. City Attorney 4P 1
611 0
INITIATED AND APPROVED:
Wa'e!-t&QL Z
Fire Chief/Information Systems Director
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0
0
ROTTOMLINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE A
LICENSE OF BOTTOMLINE SOFTWARE
QTY
UNIT
TOTAL
SOFTWARE ITEM #
DESCRIPTION
PRICE
DISC
PRICE
SWR-PB32ESU/3.X-LCP
PayBase 12 Enterprise Shared User 1
S22,000.00
$1,540.00
$20,460.00
LaserCheck Software (includes 1
Printer Client)
SWR-PB32ESU/3.X-CFA
PayBase3' Enterprise Shared User 1
10,000.00
700.00
9,300.00
CheckFraud Avoidance Software
SWR-PB32E-PRINT
PayBase, Enterprise Shared User 1
1,000.00
70.00
930.00
Second Printer Client Software
SWR-GEN-PBD+
PayBase Designer Plus Sofhvare 1
7,995.00
559.65
7,435.35
Total
$40,995.00
$2,869.65
$38.125.35
10
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0
BOTTOMLINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE B
SALE OF HARDWARE
ITEM NUMBER
DESCRIPTION
QTY
UNIT
PRICE
DISC
TOTAL
PRICE
TROY-8100-H-PRN
Troy 8100 MICR Secure Printer
2
S6,195.00
$867.30
S11,522.70
TROY-8100-H-ETHER
Troy 8100 MICR Ethernet 10 Base T
2
298.00
41.72
554.28
Network Card
TROY-DISK-H-FOI`T
Troy MICR Security Font Diskette
1
595.00
41.68
553.32
MO-PS4-H-MAIL
Moore PS-4 SpeediSealer Pressure Seal
1
10,990.00
769.30
10,220.70
Machine
Total
S24,571.00
$1,720.00
$22,851.00
11
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BOTTOMLINE TECHNOLOGIES (DE), INC.
MASTER AGREEMENT
SCHEDULE C
BOTTOMLINE SERVICES
UNIT
TOTAL
SERVICES ITEM #
DESCRIPTIONS
QTY PRICE
DISC
PRICE
SER-INST-PB32ESU
PayBase - Enterprise Shared User Integration &
1 $6,995.00
S489.80
$6,505.20
Training Package ( expenses additional)
SER-DES-APPL
Application Interface — Document Design
2 3,125.00
437.50
5,812.50
SER-DIG-DIG
Digitizing Service
2 400.00
56.00
744.00
SER-DES-CFAB
CFA Bank Integration (per bank)
1 3,125.00
218.70
2,906.30
SER-CON-JDE-
Linx2 JDEdwards OneWorld Accounts Payable
1 6,875.00
375.00
6,500.00
LNX2-AP
Package
SER-CON-JDE-
Linx2 JDEdwards OneWorld Payroll Package
1 6,875.00
3,375.00
3,500.00
LINT X2-PR
(Second Application Setup with AIP)
SER-PTI-PAS-PB32
PTI Payment Application Seminar for PayBase''
1 2,995.00
0.00
2,995.00
— 5 days
Total
$33,915.00
$4,952.00
S28,963.00
NOTE: Bottomline Technologies has the ability to laser print other documents with data file feeds from
J.D. Edivands or other application systems. These documents would be printed using the PayBase32 Laser Check Soffivare
module, similar to the printing of Cin 's Accounts Payable and Payroll Checks. Each would require an application Interface -
Doctmient Design. These applications could include Purchase Orders, Workman Comp Checks, Medical Claim Checks-, Utility
Checks, 1099s, IY2s or any other desired form. If Bottomline perfornis the integrations, the cost would be $'3.125 per data file
for each. As an alternative, City could order and use PayBase Designer— to perform the work itself. Bottomline recommends
the PTI five (5) day course to prepare City programmers in use of PBD+ for the setup of any of these future applications.
12
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0 0
BOTTOMLINE TECHNOLOGIES (DE), INC,
MASTER AGREEMENT
SCHEDULED
STANDARD SOFTWARE SUPPORT
SOFTWARE
SUPPORT ITEM #
DESCRIPTION QTY
UNIT
PRICE
TOTAL
PRICE
SER-SWS-PB32ESU-
PayBase - Enterprise Shared User LaserCheck Software 1
$3,960.00
$3,960.00
LCP
Support
SER-SWS-PB32-CFA
PayBase32 Enterprise CheckFraud Avoidance Software 1
1,800.00
1,800.00
Support
SER-SWS-PBP
PayBase''' Printer Client Software Support 1
180.00
180.00
SER-SWS-PBD+
PayBase Designer Plus Software Support 1
1,439.00
1,439.00
Total
$7,379.00
13
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Wolff-Zackin & Associates, Inc
P.O. Box 2220
Vernon, CT 06066
Phone: 860-896--,23M Fax: 860-896-2266
a�13
Mr. John Fuji, Esq.
City of Huntington Beach
2000 Main 5t., 4th Floor
Huntington Beach, CA 92646
:P0LICY:I\FORISAT10N ---
Pai�ct
3MH210304
- -- .... ........:� ........--.---.VFFFCTIVE -- ]:: EXPIRATION -
PCKG 07/01/99 07/01/00
.. ...... ...... ..................... .........
John. :: Re Bottomline .Technologies
Following is the original endorsement adding +he City of Huntington
peach, eta-, as Additional Insureds for General Liamili-cy coverage and
cer,::ificates cf insurance as you had requested.
=rust you will find these documents 'n order.
�.[
B n Rocchio, IC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
: POLICY CHANGES' PollcyChange
. Number
.Policy Terms: 7/l/99-00 and 7/l/00-01
i"
}
POLICY NUMBER
POLICY CHANGES
COMPANY '.
EFFECTIVE
3MH210304
-6/6/00
Kemper'Insurance.Group
NAMED INSURED
` AUTHORIZED REPRESENTATIVE
. Bottomline Technologies, (DE) , . Inc.
-Ronald R: Hrubala
COVERAGE PARTS AFFECTED
General • Liabil'ity. , .' . •.'
;
•CHANGES '.
r
The.following is includdd as Additional
Insured with respect to
`General.•Liabil•ity coverage: ;
City of Huntington. Beach, 'California.
its agents, officers and
employees.
-
orized Representative Signature .
IL 12 01 1185 Copyright -Insurance Services Office, Inc., 1983
Copyright, ISO -Commercial Risk Services, Inc., 1983
1
DATE (MMIDDM/)
:; GSIR BR :<
AC ORD CERTIFIC :E 0.F LIABLLITI(1NSU. NCE:BOTto_1
06/15/00
DRCCUCER
THIS CERTIFICATE IS ISSUE] AS A MATTER OF INFORMATION
Wolff-Zackin & Associates, Inc
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
135 Bolton Rd.
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
P.O. Box 2220
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Vernon CT 06066
COMPANIES AFFORDING COVERAGE
Ronald R. Hrubala, CPCU
COMPANY
Phone No. 860-896-2200 Fax No 860-896-2266
A Kemper Group
INSURED
COMPANY
B
Bottomline Technologies (DE) ,
COMPANY
Inc.
I C
155 Fleet Street
COMPANY
Portsmouth NH 03801-4050
D
COVERAGES-.
:-...:
..- ... ........
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE
AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO I YPE O= INSURANCE I POLICY ti.,•YIEER
LTR
POLICY EFFECT'VE POLICY EXPIRATIO', I JMIfS
DATE (MMIDDIYY) DATE (MWDDNY)
GENERAL LIARL ITY
3ENE.R.AL AGGREGATE I $ 2,000,000
A X I COMMERCIALGENERAL �IABILITY 13MH210304
'
07/01/99 07/01/00 PRODUCTS - COMPIOPAGG l $ 2,000, 000
_
. CLAMS MACE X OCC:,R
PERSONAL & ADV INJURY $ 1,000,000
OWNER'S& CONTRACTOR'SPROT3MH210304
07/01/00 07/01/01 EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any ore fire) $ 50,000
MED EXP (Any one person) $ 5,000
AUTOMOBILE LIABILITY
ANY AUTO
A I(�X
E3HO27255
07/01/99 07/01/00 I OMBINEJSIN^uLEL•VT $ 1,000, 000
�.
I ! ALL OWNED AUTOS
E3HO27255
07/01/00 07 O1 O1
/ / BODILY INJURY
SCHEDULED AUTOS
$
I (Per person) I _.
TO �1S ILl' '
X I HIRED AUTOS
Apr?0:�
IIis �tDrne3�•
X NON -OWNED AUTOS
��
PCILY INJURY
ter ) S
accident)
1
De^ y-
By �•
PROPERTY DAMAGE S
GARAGE LIABILITY
{/�1
- AJTO ONLY - EA ACCIDENT 5
A',Y AUTO
*'
OTHER THAN AUTO ONLY:
-
I EACH ACCIDENT S
AGGREGATE $
EXCESS LIABILITY
I
EACH OCCURRENCE
._ S 5,000,000
A l X UMBRELLA FORM
3SX127341
07/01/99
07/01/00
AG REGATE
$ 5,000,000
OTHER THAN UMBRELLA FORM
3SX127341
I 07/01/00
07/01/01
1
$
WORKERS CGMPEti5ATI0N AND
X 'JVC STAT''- O-H-- - - - -- - - - - -
TORYLIVTS ER-: •:•�•-:..
EMPLCYERS'LIAB•LITY
EL EACH ACC -DENT
$ 500000
A I
E � tic_ 3CU919995
07/01/99
07/01/00
ELDISEASE-POLCYUMIT
S 500000
PARTNTHE
SIEXEJRIETOR/
PARTNERSIEXECJT VE
ELDISEASE - EA EMPLOYEE
$ 500000
OFFICERS ARE: EXCL 3CU919995
07/01/00
07/01/01
CTHER
I
DESCRIPTION OF OPERATIONS/LOCATIONSIVEH-CLESISPECIAL ITEMS
City of Huntington Beach its agents, officers,
and employees are included as
Additional Insureds.
CERTIFICATE HOLDER
CANCELLATION
HUNTIBE
SHOULD ANY OF Tr,E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRA—ION DATE THEREOF THE ISSUING COV PANY'WIL_ ENEWAVAR—TC MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO Tr,E LEFT,
City of Huntington Beach
Attn: Carolyn Strook
2000 Main St.
AUTHORIZED REPRESENTATIVE
Huntington Beach CA 92648
Ronald R. Hrub a
'ACORD25-5 (1195} z``
.' ::
A RATION 19B8
lb _
o
AC�D CERTIFIC QF
DATE (MMODNY)
LIABILITY:INSUNCETToCSR BR-.
:.:. :... E
: -
-...... O6/15/00
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wolff-Zackin & Associates, Inc
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
135 Bolton Rd.
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 2220
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Vernon CT 06066
COMPANIES AFFORDING COVERAGE
Ronald R. Hrubala, CPCU
COMPANY
Phoneko. 860-896-2200 Fax No 860-896-2266
A Kemper Group
INSURED
COMPANY
B
Bottomline Technologies (DE) ,
COMPANY
Inc.
L C
155 Fleet street
- ---
I COMPANY
Portsmouth NH 03801-4050
D
COVERAGES .,
.., .
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CC TYPE On INSURANCE
_TR
POLICY NUMBER
POLICY EFFECTIVE -POLICY EXPIRATION LIMITS
DATE (V.M/DD/YY) DA-E (V V.;DDNY;
GENERAL LIABILITY
I GENERAL AGGREGATE S
COMMERC AL GENERAL LIABILITY
PRODUCTS - COMP/OP AOG $
CLAIMS MADE OCCUR
I I I PERSONAL & ADV INJURY S
�—i—O—OWNER'S 8 CONTRACTOR'S PRO-
EACH OCCURRENCE $
FIRE DAMAGE (Any one fire) $
MED EXP (Any one perscn; i S
AUTOM0131LE LIABILITY
I I
COMB,NEp SINGLE »IMIT S
- .0.4Y ALTO
ALL OWNED AUTOS
I
SCHEDULED AUTOS
BODILY INJURY $
(Per person)
1 � FORM:
`-�
HIRED AUTOS , iJj ,(.i.f AttOtrney, BODILY INJURY
NON-OWNc'DA'JTCS I By:.
�- (Per accident) S
rF:rju :° yCity Attorn.3y
I
7✓ I PROPERTY DAMAGE S
I
GARAGE LABILITY
i AUTO ONLY - EA ACCIDENT
S
- -
ANY AUTO I
OTHER THAN AUTO ONLY:
$
EAC•- ACCIDENT
$
5
'
AGGREGATE
EXCESS LIAB _ITY
EACn OCCURRENCE S
I I UMBRELLA FORM r
AGGREGATE
$
. INFER TmAl, UMBRELLA FORM
I
g
WORKERS COMPENSATION AND I
WC STATU- OTH-.::-
I TORY LIMITS ❑R -
EMPLOYERS' LIABILITY -
: EL EACH ACCIDENT S
THE PROPRIETOR! 171 INCL I
I
EL DISEASE - POLICY LIMIT I S
PARTYERSIEXECUTIVE
O=EIDERS ARE: ` EXC_
_
I EL DISEASE - EA EV PLOYEE 5
OTHER
I
A Errors & Omissions 3MH210304
07/01/99
07/01/00I ea. claim 10,000,000
AiErrors & Omissions 13MH210304
I 07/01/001
07/01/01I aggregate 10,000,000
DESCRIPTION OF OPERATIONSL.00ATIONSNE,.CLESISPECIAL ITEMS
CERTIFICATE HOLDER-._--.-
......
CANCELLATION . .:.
.. ...
HUNTIBE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELL-ED BEFOR= T'-'E
EXPIRATION DATE THEREOF: THE ISSUING COMPANY WILLE44BE*VAR-i9 MAIL
30 'DAYS WR:TTE.N NOTICE TO THE CERTIFICATE nCLDER NAMED TO THE LEF-.
City of Huntington Beach
Attn: Carolyn Strook
`
2000 Main St.
-
AUTHOR ZED REPRESENTATIVE
Huntington Beach CA 92640
Ronald R. Hrubal ,
ACORD 25-S (1/95).
CQR .CORD TION 19B8
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Fire
SUBJECT:
Approve Acquisition of, _.ie&�andXo" rm�P_rinting.Soitwke
and=Hardware_for th- J.D,Edwards.Bu'siness System
wi lemeritation r
COUNCIL MEETING DATE:
June 5, 2000
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution wlexhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (wlexhibits if applicable)
(Signed in full by the City Aftome
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome
Not Applicable
Certificates of Insurance (Approved by the City Attomey)
Not Attached (Explain
Financial Impact Statement Unbudget, over $5,000)
Not Applicable
Bonds (if applicable)
Not Applicable
Staff Report If applicable)
Not Applicable
Commission, Board or Committee Report If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
Bottoml_ine's=insu(pnoe-and3contract.sigraatures will-be_p ovided-prior;to.City's signing final►
coritract.
REVIEWED
RETURNEDFORW
RDED-
Administrative Staff
Assistant City Administrator Initial
City Administrator initial
r��rJ
City Clerk
r
EXPLANATION FOR RETURN OF ITEM: