HomeMy WebLinkAboutContractAGREEMENT FOR nextScan SOFTWARE MAINTENANCE
THIS AGREEMENT (“Agreement”), dated for reference purposes only as January 24, 2022, is by
and between the City of Renton (the “City”), a Washington municipal corporation, and nextScan,
a division of Digital Check Corp. (“Vendor”), a Delaware corporation. The City and the Vendor are
referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this
Agreement is effective as of the last date signed by both parties (the “Effective Date”).
1. Scope of Work: Vendor agrees to provide extended software support asfurther described
in Exhibit A, which is attached and incorporated herein and may hereinafter be referred
to as the “Work.” Vendor shall provide the Work consistent with the requirements of the
Agreement as set forth in Exhibit A.
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing, and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties.
3.Time of Performance:Vendor shall commence performance of the Agreement within
three (3) days of the Agreement’s execution.
4. Compensation:
A. Amount. THE FOLLOWING PRESUMES THAT THERE WILL BE TWO PRICING PHASES: (1)
PURCHASE OF EQUIPMENT / SET-UP COST AND FEES AND (2) ONGOING SUPPORT AND
SUBSCRIPTION. The amount of the Agreement is made up of two parts, “One-Time
Costs” which apply to Phase 1 of the purchase , and “Recurring Costs” which apply to
Phase 2 of the Maintenance Agreement .
x One-Time Costs. The amount of the One Time Costs for this Agreement shall not
exceed $60,619.00 plus any applicable state and local sales taxes.
x Recurring Costs. The amount of the Recurring Costs shall be $999.00, plus any
applicable state and local sales taxes, for the period starting one year from the
Effective Date. Recurring Costs are to be billed annually and are not to exceed an
increase of 10% year over year unless otherwise agreed by both Parties.
INCLUDE ONLY WHEN APPLICABLE: The Vendor agrees that any hourly or flat rate charged
by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed
CAG-22-079
PAGE 2 OF 12
to in writing or provided in Exhibit A except as specifically provided herein, the Vendor
shall be solely responsible for payment of any taxes imposed as a result of the
performance and payment of this Agreement.
B. Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit a voucher or invoice in a form specified by the City, including
a description of what Work has been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The
Vendor shall also submit a final bill upon completion of all Work. Payment shall be
made by the City for Work performed within thirty (30) calendar days after receipt and
approval by the appropriate City representative of the voucher or invoice. If the
Vendor’s performance doesnot meet the requirements of this Agreement, the Vendor
will correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated tomake payments for Workor amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Vendor in writing. In the event of
such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Vendor pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
B. In the event this Agreement is terminated by the City, the Vendor shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the Vendor
an equitable share of the fixed fee. This provision shall not prevent the City from
seeking any legal remedies it may have for the violation or nonperformance of any of
the provisions of this Agreement and such charges due to the City shall be deducted
from the final payment due the Vendor. No payment shall be made by the City for any
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expenses incurred or work done following the effective date of termination unless
authorized in advance in writing by the City.
C. Return of Information. Upon the written request of City, Consultant shall return any
of the City’s Information in a usable format agreed to by the City at no additional cost
to the City.
6. Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards and laws.
Vendor further represents and warrants that all final work product created for and
delivered to the City pursuant to this Agreement shall be the original work of the Vendor
and free from any intellectual property encumbrance which would restrict the City from
using the work product. Vendor grants to the City a non-exclusive, perpetual right and
license to use, reproduce, distribute, adapt, modify, and display all final work product
produced pursuant to this Agreement. The City’s or other’s adaptation, modification or
use of the final work products other than for the purposes of this Agreement shall be
without liability to the Vendor. The provisions of this section shall survive the expiration
or termination of this Agreement.
7. Record Maintenance: The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Workprovided in the performance of this
Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Vendor agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Vendor shall make a due diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Vendor
believes said records need to be protected from disclosure, it may, at Vendor’s own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendor has responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City
in a timely manner. Vendor shall produce for distribution any and all records responsive to
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the Public Records Act request in a timely manner, unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of
this Agreement.
9. Independent Contractor Relationship:
A. The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendorand the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendorshall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by
the Vendor is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance Program,
or otherwise assuming the duties of an employer with respect to Vendor or any
employee of the Vendor.
C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Vendor’s failure to do so.
10. Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and
all persons or entities, arising from, resulting from, or related to the negligent acts, errors
or omissions of the Vendor in its performance of this Agreement or a breach of this
Agreement by Vendor, except for that portion of the claims caused by the City’s sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
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construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Vendorand the City, its officers, officials, employees and volunteers, Vendor’s liability shall
be only to the extent of Vendor’s negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor
shall obtain a City of Renton Business License prior to performing any Work and maintain
the business license in good standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Vendor shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
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Workprovided by a licensed professional or Workthat requiresa professional standard
of care.
C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
E. Cyber Liability Insurance is required, with limits not less than $2,000,000 per
occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security, breach
of confidential information, or privacy perils. The policy shall provide coverage for
breach response costs, to include but not limited to crisis management services, credit
monitoring, public relations, legal service advice, notification of affected parties,
independent information security forensics firm, and costs to re-secure, re-create and
restore data or systems as well as regulatory fines and penalties with limits sufficient
to respond to these obligations.
F. Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
required by this Agreementbe construed to limit the liability of Vendorto the coverage
provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
G. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work
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H. Vendor shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14. Safeguarding of Personal Information; Intellectual Property:
A. Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendoragrees to comply
with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement.
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies, procedures,
and safeguards to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendorshall make the Personal Information available to amend as directed by Cityand
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its return or destruction upon expiration or
termination of the Agreement and the Vendor shall retain no copies. If Vendor and
City mutually determine that return or destruction is not feasible, the Vendor shall not
use the Personal Information in a manner other than those permitted or authorized by
state and federal laws.
Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
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Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
B. Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s
reasonable control. When such delays beyond the Vendor’s reasonable control occur, the
City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement.
16. Successors and Assigns: Neither the City nor the Vendorshall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent
of the other.
17. Notices: Except for Service of Legal Process, any notice required under this Agreementwill
be in writing, addressed to the appropriate party at the address which appears below (as
modified in writing from time to time by such party), and given personally, by registered
or certified mail, return receipt requested, by email or by nationally recognized overnight
courier service. Time period for notices shall be deemed to have commenced upon the
date of receipt, EXCEPT email delivery will be deemed to have commenced on the first
business day following transmission. Telephone may be used for purposes of
administering the Agreement, but should not be used to give any formal notice required
by the Agreement.
CITY OF RENTON
Melissa McCain
Deputy City Clerk/Public Records Officer
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6507
Email: mmccain@rentonwa.gov
Fax: (425) 430-6516
And a copy to the City Clerk
cityclerk@rentonwa.gov
VENDOR
Rich Chaney / General Manager
719 N Principle Place, Suite 130
Meridian, Idaho 83642
Phone: 208.258.2465
Email: rchaney@nextscan.com
Fax:
With copy to:
General Counsel
630 Dundee Road, Suite 210
Northbrook, IL 60062
PAGE 9 OF 12
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Vendorwill take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, but not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Vendor fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreementin whole
or in part.
D. The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
19. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Vendor.
B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically
agreed within the attached exhibits.
C. Vendor shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Vendorto provide
Work he/she will acquire or maintain such at his/her own expense and, if Vendor
PAGE 10 OF 12
employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,
said employee/sub-contractor/assignee will acquire and or maintain such training,
licensing, or certification.
E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
F. Vendor is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that
for any persons employed by the Vendor.
20. Other Provisions:
A. Approval Authority. Each individual executing this Agreementon behalf of the City and
Vendor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or Vendor.
B. General Administration and Management. The City’s project manager is Melissa
McCain, Deputy City Clerk/Public Records Officer, mmccain@rentonwa.gov / 425-430-
6507. In providing Work, Vendor shall coordinate with the City’s contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Vendor proposals and this
Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this
Agreement are incorporated by reference only to the extent of the purpose for which
they are referenced within this Agreement. To the extent a Vendor prepared exhibit
conflicts with the terms in the body of this Agreement or contains terms that are
extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Vendor and all of the Vendor’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
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F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Vendor
hereby expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Vendor is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth
in the description of the Work is essential to the Vendor’s performance of this
Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
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shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N. Counterparts. The Parties may execute this Agreementin any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
VENDOR
By:____________________________
Armondo Pavone
Mayor
Rich Chaney
VP & GM
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
Clb 1/31/22 F 3/3/22 (1881)
March 08, 2022
Digitally signed by Rich Chaney
DN: cn=Rich Chaney, c=US,
o=Digital Check Corp.,
email=rchaney@nextscan.com
Date: 2022.03.08 13:35:13 -07'00'
Rich
Chaney
(approved via email from Cheryl Beyer)
March 18, 2022
719 Principle Place, Suite 130
Meridian, ID 83642
ph (208) 514-4000 fax (208) 514-4001
www.nextscan.com
Sales Rep:Roger Noel
Phone:
Email:
Price
$32,900.00
$12,051.00
$5,499.00
$750.00
$9,600.00
$999.00
$300.00
$2,500.00
$2,100.00
Customer Acceptance: ________________________________
Date: ______________________________________________
For ease of payment we offer wire transfer:
BMO Harris Bank
111 West Monroe Street
Chicago, IL 60603
ABA:
Acct No:
Swift code:
Renton, WA 98057
Quotation
Date Quote Number
12/21/2021 485
Customer 208 861 6923
Melissa McCain roger@nextscan.com
City of Renton
1055 South Grand Way, 7th floor Quotation is valid 30 days from above date
Description Qty Total
1060-404 FlexScan 400 Base 1 $32,900.00
1060-602 Aperture Card Insert and Glass 1 $750.00
1060-120 Microfilm Module 1 $9,600.00
1060-230 Jumbo Fiche Module 1 $12,051.00
1060-320 FlexScan Fiche Autoloader 1 $5,499.00
8020-036-S1 Annual Support NextStar 1 $999.00
Freight Charges 1 $300.00
Travel 1 $2,100.00
Total $60,619.00
9999-005 Installation and Training (3 days)1 $2,500.00
DISCOUNTED EQUIPMENT SUBTOTAL $54,720.00
EQUIPMENT SUBTOTAL $60,800.00
10% Discount -$6,080.00
EXHIBIT A
nextScan 719 N Principle Place, Suite 130
a division of Digital Check Corp Meridian, Idaho 83642
doc rev 062020 Page 1 of 3 208.514.4000
Exhibit A
Software Maintenance Agreement
nextScan, a division of Digital Check Corp.
WHEREAS, Customer purchased license(s) for nextScan software. The specific software products and/or
modules listed this Agreement are herein referred to as “Software”.
The Software covered under this Agreement is:
Software Description: NextStar for FlexScan 400
Maintenance Start Date:
Maintenance Expiration Date:
OBTAINING SERVICE
To obtain service, Customer shall:
x Enter a support request at http://www.nextscan.com/support/create-support-request/, or
x Email support@nextscan.com stating the Agreement number, Software description, and a
description of the support request, or
x Call 208.514.4000 during normal business hours, which are Monday through Friday, 8:00 a.m. to
5:00 p.m. Mountain Time, excluding holidays.
WHAT IS COVERED
Except as otherwise set forth in this Agreement, nextScan agrees to provide maintenance and
support services with respect to the covered Software such that the Software will operate and
perform in all material respects in accordance with its documentation during the period ending on
the Maintenance Expiration Date set forth above (the “Maintenance Term”).
Upgrades
x Customer will receive without additional charge all upgrades of the Software, including both
major and minor releases, during the Maintenance Term.
Technical Support – During the Maintenance Term, nextScan shall provide without additional charge
x Telephone and/or email support except for excluded issues. Additional technical support
hours may be purchased at a discounted rate of $100 per hour for training or excluded
support issues.
x Support via phone and/or e-mail during normal business hours, which are Monday through
Friday, 8:00 a.m. to 5:00 p.m. Mountain Time, excluding holidays. nextScan will provide a
response time of eight (8) business hours or less.
nextScan 719 N Principle Place, Suite 130
a division of Digital Check Corp Meridian, Idaho 83642
doc rev 062020 Page 2 of 3 208.514.4000
x Phone/e-mail support outside of normal business hours is available when scheduled in
advance.
x Remote support (screen sharing/control) if Customer provides suitable internet access to
the computer systems running the Software. The cost and security of providing access to
the Software for remote support is the sole responsibility of Customer.
WHAT IS NOT COVERED
Onsite Support
x Onsite technical support is not included in this Agreement. If onsite support is requested, it
will be quoted separately at the time of the request and will include travel costs and may
include travel time for service personnel.
Network
x This Agreement does not provide assistance in setting up or maintaining Customer’s
network. We assume your network is up and running and capable of supporting the
Software.
Upgrades
x This Agreement does not cover any parts, hardware, or other non-software upgrades
required to run the latest Software. All such upgrade costs are the responsibility of the
Customer.
x Service necessary to comply with requirements or regulations of any government body or
agency arising after the date on which the covered Software was purchased.
No Trouble Found
x This Agreement does not cover “no trouble found” issues. If nextScan staff travel to the
customer’s site and the result is “no trouble found” nextScan will charge $100 per hour call-
out fee with an 8-hour minimum charge.
Negligence or Misuse
x This Agreement does not cover and shall be void for (a) defects or damages resulting from
fire or theft, (b) defects, damages, or loss resulting from intentional misuse, abuse, neglect,
or alterations, and (c) defects or damages resulting from service or repair by anyone other
than the nextScan or nextScan’s authorized service technician.
Tampering/Modification
x This Agreement will not apply to any Software that has been altered by Customer from its
installed state without prior direction from nextScan.
Training
nextScan 719 N Principle Place, Suite 130
a division of Digital Check Corp Meridian, Idaho 83642
doc rev 062020 Page 3 of 3 208.514.4000
x This Agreement does not include any training, including user or maintenance training.
Customer is responsible for ensuring that its personnel have sufficient training to attain and
maintain competence in the operation of the Software.
This Agreement does not cover the following: (i) incidental or consequential damages, or pre-
existing conditions; (ii) damage from: accident, abuse, misuse, power surges, modifications or
alterations, failure to follow the instructions included in the software documentation, third-
party actions, fire, collision, vandalism, theft or the like, elements or acts of war, acts of God,
improper use of any electrical source; (iii) cost of installation, removal, or reinstallation of the
Software.
LIMITATION OF LIABILITY
GENERAL
This Agreement is between Customer and nextScan and is non-transferrable. nextScan may
subcontract the performance of its obligations under this Agreement to third parties but shall
not be relieved of its responsibilities thereby.
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