Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement (“Agreement”) dated as of March __, 2024 (the “Effective Date”) between Can/Am Technologies Inc. (“CanAm”) a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of Santa Maria, a political subdivision of California, having its principal place of business at 110 East Cook Street, Santa Maria, CA 93454 (hereinafter referred as “Client”).
RECITALS
1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale processes for Client.
2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of financial management for Client.
AGREEMENT
Client and CanAm agree as follows:
1. DEFINITIONS
1.1. Agreement – this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof.
1.2. Annual Software as a Service Fee – the annual fee payable by Client for the use of Teller software, including Teller support services, including releases, and Hosting Services provided by CanAm under this Agreement.
1.3. Concurrent User – means the users who are logged on at the same time and sharing a finite number of licenses.
1.4. Confidential Information – has the meaning set out in section 13 of this Agreement.
1.5. Configuration(s) – all work required to configure Teller to reflect the business rules, workflow, security and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and conversion scripts developed for Client.
1.6. Defect – a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client as set out in the CanAm portion of the RFP response and attached hereto as Exhibit C, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third-Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. Defects do not pertain to problems arising from Third-Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm.
1.7. Enhancement – any work requested by Client to alter existing Teller features, or to add any new features or functions to Teller software.
1.8. Force Majeure – circumstances beyond a Party’s reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third-Party services, virus attacks or hackers, failure of Third-Party Software, or inability to obtain power used in or equipment needed for provision of the Services.
1.9. Hosting Services – the services provided at the Third-Party hosting facility that are provided by CanAm to Client.
1.10. Hosting Services Site – the Third-Party hosting facility, at a U.S. location of CanAm’s choice, at which servers and related equipment are located.
1.11. Hosting SLA – the Hosting Service Level Agreement as provided in Exhibit B, and any subsequent addendums or amendments made in accordance with the provisions herein.
1.12. Client Infrastructure – any Client owned, leased, or licensed information technology hardware and/or software that is required by Client to perform business functions. This hardware and/or software can be providing the
ATTACHMENT F
infrastructure needed to perform these functions or can also be used as a gateway to an external, non- client owned, infrastructure that provides the necessary business functions.
1.13. Deliverables – the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or related documentation licensed directly to Client from a Third-Party, or any modifications or enhancements thereto or derivatives thereof.
1.14. Intellectual Property – property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing software, or pre-existing software Configurations (including reports) of CanAm; b) CanAm methodologies, processes, tools, and general knowledge of the matters under consideration; and c) any pre-existing or newly-acquired material provided to Client by CanAm under separate license.
1.15. Interface – a connection with Third Party Software or hardware used to deliver a unified end user experience .
1.16. Named User – an individual internal to Client who has access to the Teller Production Database. A Named User may access the Teller Production Database from any workstation on Client's network or intranet, or via the Internet.
1.17. Party or Parties – referring to CanAm or Client or both.
1.18. Plugin – additional functionality that extends core Teller features. Plugins may be added to Teller to permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle separate from the Teller product release cycle.
1.19. Production Environment – the environment provided to Client for end user official business use.
1.20. Release(s) – update to Teller issued by CanAm to general availability for Teller Clients.
1.21. Response Time – the target time for CanAm to respond to Critical, High, Medium and Low support requests (as defined in Section 6.3 of this Agreement).
1.22. Service(s) – the professional services to be provided pursuant to the Statement of Work or other written request.
1.23. Source Code – any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software.
1.24. Specifications – means the requirements of the Deliverables as set forth in the Statement of Work or an amendment to this Agreement.
1.25. Statement of Work (SOW) – a document that describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The initial Statement of Work is incorporated into the Cognizant Implementation Statement of Work.
1.26. Teller – an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software.
1.27. Teller Annual Software as a Service Agreement – the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client.
1.28. Teller System – a pre-existing set of Configurations that extends Teller by providing functionality specific to a business area.
1.29. Test Environment – the environment set up by CanAm to provide testing and training capability for Client.
1.30. Third-Party – a person, corporation, organization or entity other than Client or CanAm.
1.31. Third-Party Software – any identifiable product embedded in and/or linked to Teller software, but to which the proprietary rights belong to an independent Third-Party.
2. SCOPE OF AGREEMENT
2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use the Teller System in the Production Environment at the edition specified in Exhibit A. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. During the term of this agreement, CanAm agrees to cooperate and work with Client and Client’s agents regarding implementation and integration of Teller Services with Workday and Client’s other third-party software services that require integration with Teller Services.
2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader pu blic sector entities to procure Teller Software as a Service according to the terms and conditions of this Agreement as follows:
"Broader Public Sector Entities" means other political subdivisions, municipalities, tax-supported agencies and non-profit entities in the United States, including all local and state government agencies, academic institutions, school boards, special districts and any other public entities as acknowledged by the Federal government and any other public entities as agreed by Client.
With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and shall be liable directly to CanAm, holding Client harmless.
3. TERM OF AGREEMENT
3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed annually thereafter upon payment by Client of the Annual Software as a Service Fee within forty-five (45) days of receipt of the renewal invoice, unless otherwise revised or terminated under the provisions of this Agreement.
Each annual renewal invoice will be issued thirty (30) days prior to renewal.
4. GRANT OF LICENSE
4.1. This Agreement provides Client with a non-exclusive and non-revocable license for Teller as identified in Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and Client remains current with payment of their Annual Software as a Service Fee.
4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at CanAm hosting site.
4.3. Client is licensed to use Teller only for processing transactions associated with Client’s internal business or public purposes. Any other use of Teller by Client is not permitted.
5. SOFTWARE AS A SERVICE LICENSE FEE
5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller Hosting Services. The first year of the Teller Software as a Service Fee is billable upon execution of this agreement.
5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A.
5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A.
5.4. Client agrees to remit payment annually within 45 calendar days of receipt of the invoice. CanAm reserves the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any fees or expenses not paid with forty-five (45) days of date of invoice.
5.5. Subject to clause 7.3, the Software as a Service Fee includes Releases and updates that are made generally available to Teller Clients, at no additional charge to Client.
6. SUPPORT SERVICES
6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and professional manner. CanAm will provide unlimited technical support for Client’s Teller support personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller Plugins.
6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller support desk will be staffed from 8:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding Colorado statutory holidays. Extended hours of coverage or on-call coverage outside of these working hours can be provided at additional rates per Section 8.
6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical and High priority issues.
Severity Definition Response
Time
Resolution Time
Critical Client site is down.
Major impact to operations of Client
site.
< 15
minutes
Immediate and ongoing effort,
with daily reporting to Client as
necessary until a work-around or
fix has been provided.
High Major impairment of at least one
important function at Client site.
Operations at Client site are
impacted.
All important Client functions are
working albeit with extra work.
< 1 hour Proceed with fix as high priority
work with reporting to Client as
necessary until a work-around or
fix has been provided.
Medium Client Operations not significantly
impacted.
One or more minor Client functions
not working.
Major usability irritations impacting
many staff at Client.
< 4 hours Proceed with fix as medium
priority work, according to
schedule set by CanAm.
Low Minor usability irritations.
Work-around exists.
< 2
business
days
Proceed with fix as low priority
work, according to schedule set by
CanAm
6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third-Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included.
6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm.
6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client.
7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the following tasks will be the sole responsibility of Client:
7.1. Infrastructure Support –managing the local Internet Service Provider (ISP) providing Client its internet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures.
7.2. First-Line Teller Support – Client is responsible for providing first-line Teller support to Client staff. First-line Teller Client support is responsible for researching issues and assessing if they are the result of a Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support requests.
7.3. Future Releases – Client acknowledges that future Releases of Teller software may require different or additional Client equipment and/or software in order to function properly. CanAm will provide Client with sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and maintain such different or additional equipment and/or software.
8. PROFESSIONAL SERVICES
8.1. At the request of Client, CanAm may provide any or all of the following professional services: development of custom Configurations, report development, training, extended warranty, first line Teller support, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work.
8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work.
9. PAYMENT FOR SERVICES
9.1. Client will pay the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm.
9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed.
9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within forty- five (45) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent interest per month on any undisputed outstanding balance of any fees or expenses not paid within thirty (30) days of date of invoice.
10. SOURCE CODE
10.1. This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement.
10.2. Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request.
11. REPRESENTATIONS AND WARRANTIES
11.1. CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via a patch Release if necessary.
11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, standard Interfaces are warranted. Material changes to the Client environment may require additional fee-based work.
11.3. CanAm does not provide warranty for any custom Configuration or custom code not developed by CanAm, or developed by CanAm and subsequently altered by Client or any Third-Party.
11.4. CanAm warrants that it has full power and authority to grant this Teller license and that as of the effective date of this Agreement, the Teller software does not infringe on any existing Intellectual Property rights of any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option either:
a) secure for CLIENT the right to continue using the Teller software; or b) modify the Teller software so that it does not infringe.
If neither of the foregoing options is reasonably available to CanAm, then use of the impacted portions of the Service may be terminated at CanAm’s option if and only if CanAm is terminating use of the impacted portions of the Service to all other CanAm Clients affected by the Claim and CanAm's sole liability (other than its obligation to defend and indemnify as set forth in the section 14) shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination, as well as any fees paid by Client attributable to the enjoined portions of the Service for the period of time C lient was enjoined from use of the Service. In addition, CanAm will not object to Client’s participation in the defense against any proposed injunction which would impact Client’s ability to use the Service.
This represents Client's sole and exclusive remedy with respect to this warranty.
11.5. CanAm has no obligation for any claim of infringement based on a Client or Third Party modified version of the Teller software or based on the combination of the Teller software with any Third Party product not provided by CanAm. CanAm provides no warranty whatsoever for any Third Party software or hardware products.
11.6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE QUALITY
OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE.
11.7. THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR INF ORMATION
GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS,
EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER
WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH
ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.
12. OWNERSHIP OF SOFTWARE AND DATA
12.1. CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 – 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of Teller is strictly prohibited.
12.2. CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement.
12.3. CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client.
12.4. Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non- exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client.
12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party.
12.6. Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm.
12.7. Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client.
13. CONFIDENTIAL AND PROPRIETARY INFORMATION
13.1. Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed.
13.2. As used in this Agreement, the term “confidential or proprietary information” (“Confidential Information”) means all trade secrets or proprietary information designated as such in writing by one P arty to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if:
a) it would be apparent to a reasonable person, familiar with the business of the releasing P arty and the industry in which it operates, that such information is of a confidential or proprietary nature; or b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving P arty a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made.
13.3. Each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information.
13.4. Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect Confidential Information, and will be responsible to the other Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such violation.
13.5. The obligations of each Party specified above will not apply with respect to any Confidential Information, if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information:
a) was generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party;
b) was already in the possession of the receiving Party at the time of disclosure; c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose such Confidential Information;
d) was independently developed by the receiving Party without reference to, or reliance upon, the Confidential Information; or
e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental regulations, including the California Public Records Act, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure and, if possible, ensure that the confidentiality obligations of this Agreement are maintained.
13.6. If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined in such legislation regarding protection of privacy and disclosure of records with respect to all work done for Client pursuant to this Agreement.
13.7. Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall certify in writing that it has not retained any copies of any materials belonging to or furnished by the other Party, and that any software provided by the other Party pursuant hereto has been deleted from that Party’s computer and no copies have been retained in any form. The foregoing obligation shall not apply to Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which is not reasonably practicable .
14. LIMITATIONS OF LIABILITY AND INDEMNITY
14.1. CANAM’S MAXIMUM TOTAL LIABILITY FOR ANY ACTION, CLAIM, LOSS OR DAMAGE
ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION WITH
THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR DAMAGE, BE IT
CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR DIRECT PROVABLE
DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
14.2. CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO CIRCUMSTANCES
WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS
RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER , OR FROM
ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. Subject to Section 14.1 and 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any Third Party claim caused by the intentional misconduct or gross negligence of CanAm or any of its employees, agents or subcontractors in performing the Services.
14.4. Notwithstanding anything stated in this Agreement to the contrary, and to the extent that under the express terms of this Agreement or any other agreement then in effect between the Parties, neither Party will be liable under any provision under this Section if any patent, copyright, or trade secret infringement or any other claim is based upon or caused by the following: (i) a use for which the Services were not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, etc., provided from one Party to the other, which has resulted in the infringement action; (iii) the combination, operation or use of the Services with any other product or services, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question; and/or (iv) use of a superseded release of licensed software if the infringement would have been avoided by the use of a current release of the licensed software. Should any claim of infringement be made based upon (i) through (iv) above, the infringing party and its affiliates shall be indemnified and held harmless for all costs, expenses, loss, damage or liability arising therefrom.
14.5. In the event of a Third Party claim for which Client is or may be entitled to indemnification hereunder, CanAm will assume the defense at CanAm’s sole expense. CanAm will consult with Client regarding any settlement of any Third Party Claim but shall not be required to receive Client’s consent to settle any such claim. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice.
14.6. Notwithstanding clause 14.5, CanAm shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Client by a third party alleging that the use of the Service infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Client: (a) promptly gives written notice of the Claim to CanAm; (b) gives CanAm sole control of the defense and settlement of the Claim (provided that CanAm may not settle any Claim unless it unconditionally releases Client of all liability); and (c) provides to CanAm, at CanAm's cost, all reasonable assistance. CanAm shall not be required to indemnify Client in the event of: (w) modification of the Service by Client, its employees, or authorized parties in conflict with Client’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by CanAm,; or (z) use of the Service in a manner not otherwise contemplated by this Agreement.
15. TERMINATION AND DEFAULT CONDITIONS
15.1. CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due date, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement.
15.2. Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement.
15.3. Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement.
16. RIGHTS AND OBLIGATIONS
16.1. If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date.
16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination.
16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make reasonable provision for an extract of Client’s operational data from Client’s Production Environment if requested by Client.
16.4. Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless from any claims arising from Client’s violation of such export control laws.
17. DISPUTES
17.1. CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client.
17.2. In the event of any dispute arising between CanAm and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to:
• First level: the Project Manager of CanAm and the Project Manager for Client; and • Second level: the President/CEO of CanAm and the Chief Executive for Client.
18. RELATIONSHIP OF THE PARTIES
18.1. Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.
19. WAIVER
19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy.
20. ASSIGNMENT AND SUCCESSION
20.1. This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless with the prior written consent of the opposite Party signed by an officer thereof , which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and s hall inure to the benefit of the Parties and their respective successors and assigns.
21. NON SOLICITATION
21.1. Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of termination of this Agreement (or the date of termination of the final SOW if that date is later), it will not on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a general public “help wanted” type of solicitation by a Party; or (ii) any individual who, of his or her own volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who such Party has not induced or solicited to make such approach, contact, or solicitation.
22. FORCE MAJEURE
22.1. Neither Party shall be under liability to each other by reason of non- performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder.
23. SEVERENCE
23.1. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect.
24. INSURANCE
24.1. CanAm shall, at its own expense and without limiting liabilities under this Agreement, insure its operations according to the insurance requirements set out in Exhibit D.
24.2. CanAm shall provide Client with acceptable evidence of insurance upon request.
25. CURRENCY
25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars.
26. GOVERNING LAW
26.1. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California. The parties irrevocably attorn to the jurisdiction of the courts of the State of California, County of Santa Barbara.
27. COUNTERPARTS
27.1. This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.
28. ENTIRE AGREEMENT
28.1. This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. All terms of any order acknowledgement or other document provided by Client, including but not limited to any pre -printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, s hall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties.
Can/Am Technologies, Inc. City of Santa Maria
________________________________ _____________________________ Signature Signature
_________________________________ _____________________________ Name Name
_________________________________ _____________________________ Title Title
_________________________________ _____________________________ Date Date
Exhibit A
Annual Software as a Service Fees
Licensed Teller Modules, Interfaces and Users
License Description Quantity Monthly Base
Amount
Teller Standard License Teller Standard License Package:
• Production instance of Teller
• Test instance of Teller
• 3 Concurrent User Licenses
• Credit Processing Interface
• Unlimited read-only users
• Hosting and Support Services
1 $2,465
Future Additional Concurrent
Users @
$150/month/user, discounted to
$114
Concurrent User Licenses (total: 25 user
licenses)
22 $2,508
Future Business System
Interfaces at
$200/month/interface, for
BAFO $190
Workday A/R,
Sprypoint UB Interface
2 $380
Future End of Day Payment
Import Interfaces @
$100/interface, for BAFO $95
• Paymentus Import
• Remit Central
• CentralSquare
• Active.Net
• Progressive Solutions
• WasteWorks
6 $570
Revenue
Submission
Not quoted, available for a future phase 0 $0
Image Cash Letter License For deposit of scanned checks to bank 1 $285 Check Recognition
Processing License
For automatic read of check amount and
number
14,000 $143
Teller Online Not quoted, available for a future phase 0 $0 Monthly Total Pricing based on annual payment $6,351
Annual Software as a Service Fees
License and all other fees are in US dollars and exclude any applicable taxes.
Time Period Fee
Year 1 $76,215
Year 2 $79,264
Year 3 $82,434
Year 4 $85,732
Year 5 $89,161
Professional Services
All rates are in US dollars and exclude any applicable taxes.
Service Rate
Professional Services Hours $185/hr
After year one, Annual Fees and the Professional Services Hourly rate will be subject to an annual increase equal to the increase in the Consumer Price Index during the preceding year. For planning purposes, the above pricing estimates the CPI increase at 4% annually. For clarity, in no event shall the Annual Fee or the Professional Services Hourly rate decrease. For purposes hereof "Consumer Price Index" shall mean the Consumer Price Index for All Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor, All Items (1982-84=100).
Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, and henceforth included in the annual invoice.
Equipment prices are estimated and provided based on current rates, and subject to change due to changing hardware costs.
Item Model Unit Price Quantity Total
Receipt Printer Epson TM-M3011/USB/Ethernet Thermal
Printer Black
$312 0 $0
Check Scanner CX30-IJ Digital Check CheXpress Single
Document Check Scanner with Rear Ink Jet
$481
0 $0
Check Scanner -
Bulk
Digital Check TS 240 50 DPM, 100 doc
feeder, 100 doc output pocket (WITH ink jet
endorser)
$937 0 $0
Cash Drawer JB320-BL1816-C APG, SERIES 4000,
HEAVY DUTY CASH DRAWER + cable
$328 0 $0
Receipt
Printer/Validator
Epson TM H-6000V $761 0 $0
Total Equipment 0 $0
Exhibit B
Hosting Service Level Agreement
1. OWNERSHIP OF DATA
1.1. Regardless of the location of the hosting facility, Client will retain sole and complete, legal and beneficial ownership of its data stored on the Hosting Services Site.
1.2. CanAm’s responsibilities and rights regarding Client data are solely restricted to the provision of services described in this Hosting SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction.
1.3. Client may request return of any or all of its data at any time, for any reason, including for a period of 120 days post contract termination, and CanAm will provide such data within a reasonable period of time, in a mutually agreeable format.
2. OVERVIEW OF HOSTING SERVICES
2.1. CanAm is committed to providing secure, reliable and dedicated Hosting Services to Client. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States.
2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable functionality, and meeting the standards in this document.
2.3. All hosting services will be provisioned from data centers located within the United States.
2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to Client:
Service Description
Secure Hosting
Site
A secure hosting facility with 24/7 security control.
Internet Service
Providers
A facility with stable network connectivity across North America.
Internet services will be routed through multiple independent carriers to eliminate single-carrier points of failure.
Data and Service
Redundancy
Redundant storage across multiple zones providing failover in the event of a catastrophic failure at the primary hosting site.
Software Operating System, Database and Virus Protection software as required to run the Teller environments.
CanAm will keep systems secure by keeping them up-to-date on security patches and security audits, and all Third-Party critical updates will be applied in a timely manner following Third-Party vendor notification.
Teller Software
Updates
CanAm will test and install into the Teller system at the Hosting Services Site all updates to the Teller system and Teller Interfaces for Client-specific emergency bug fixes, as well as all Teller point, maintenance and patch Releases which are made available during the term of this Agreement.
Performance
Monitoring
CanAm will monitor the performance of systems at the Hosting Services Site, to maintain system stability and performance.
CanAm will provide patch management, event log management and system tuning. CanAm will review system logs on a weekly or as- needed basis.
Data Backups Securing Client data against loss is a key provision within the SLA. Full backups will be performed on a regular basis.
3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES
3.1. While the Hosting Services Site availability will generally be expected to be 24 x 7 (except for scheduled or critical outages), the commitment of CanAm is to provide Hosting Services site availability during CanAm business hours (8:00 am – 6:00 pm Monday through Friday Mountain Time) for 99% uptime or better in a calendar month. Credits may be claimed only against loss of Hosting Services during CanAm business hours.
3.2. If CanAm during regular Client business hours fails to provide Hosting Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future Hosting Service Fees in accordance with the following schedule:
Hosting Services Site Availability Credit Percentage (of monthly fee)
99.0% to 100% 0%
98.0% to 98.9% 2.5%
97.0% to 97.9% 5%
95.0% to 96.9% 7.5%
90.0% to 95.0% 25%
Below 90.0% 100%
3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be calculated to the minute from the time it is first detected (by our monitoring or by Client report) until service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business Days in Month – Emergency Outage Minutes). Credits will be applied to the next billing cycle.
3.4. The total amount credited to Client for any given month under this Hosting SLA will not exceed the total Annual Software as a Service fee paid by Client for such month for the affected service. Except in cases of gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services cover ed under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages.
3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm Hosting Services caused by:
• Scheduled Maintenance – Time allocated for scheduled monthly maintenance or critical updates of servers and other CanAm equipment will not be considered “down time” as used in the calculation of Hosting Services availability described in Section 3.2 of this Hosting SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this Hosting SLA. The schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks prior. Except for emergencies, maintenance outages will be communicated via e-mail to the Client at least 2 business days in advance of any such outage.
• Client Equipment – Client is solely responsible for maintaining all Client equipment not at the Hosting Services Site and for ensuring that such equipment is in proper working order, has the correct software installed, and has the ability to connect to the CanAm Hosting Services for the exchange of data.
• Client ISP Provider – Client is solely responsible for maintaining all Client connections with local Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP connections.
• Internet Outages – CanAm is not responsible for Internet outages (including ISP peering) that may make CanAm Hosting Services appear inaccessible when others can still access it. • Client Acts or Omissions – including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the Hosting Services in breach of the terms and conditions of this Hosting SLA. • Force Majeure
Exhibit C
RFP Response Functional Requirements
Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 292FinanceAccounts Receivable
Process a customer payment
System can identify returned or non-sufficient funds checks and create an associated fee.O - OptionalY - YesTeller Cashiering Teller can display any information, such as this that is received via the API from the A/R system 295FinanceAccounts Receivable
Process a customer payment
System can prevent duplicate payments from being applied to an invoice after it has been fully paid. R - RequiredY - YesTeller Cashiering/AR system Teller can display any information, including the balance that is received via the API from the A/R system 297FinanceAccounts Receivable
Process a customer payment
Ability to apply overpayment amounts to other invoices for a customer. R - RequiredY - YesTeller Cashiering/AR system Teller can display any information, including the balance that is received via the API from the A/R system. Teller can also apply payments to multiple invoices within the same receipt 445FinanceCash ReceiptingProcess payments
Ability to quickly access a menu of transaction/charge code types when accepting payments over-the-counter. R - RequiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 446FinanceCash ReceiptingProcess payments
Ability for each user to set their own favorite receivable/charge code types to facilitate faster entry in each department. D - DesiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 447FinanceCash ReceiptingProcess payments
Ability to filter the list of AR and charge codes when processing a payment based on the user's location or department. D - DesiredY - YesTeller Cashiering Teller can be configured so that each user views the codes that are appropiate to them 448FinanceCash ReceiptingProcess payments
Ability to restrict payment to cash only as directed by customer alerts. R - RequiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including "cash only" 449FinanceCash ReceiptingProcess payments
Ability to calculate the amount of change due back from amount tendered. R - RequiredY - YesTeller Cashiering 450FinanceCash ReceiptingProcess payments
Cashier can scan customer invoice, so system will automatically associate the payment with that invoice.R - RequiredY - YesTeller Cashiering Tellers interface with the A/R system is real-time bi-directional. An invoice is scanned by cashier, Teller makes a call to the A/R system for the appropiate information, the payment is made and Teller pushes the payment information back to the A/R system in real-time 451FinanceCash ReceiptingProcess payments
System identifies/flags duplicate payments for AR transactions at time of entry. D - DesiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including balances Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 452FinanceCash ReceiptingProcess payments
System will allow cashiers to apply payments to more than one outstanding invoice across departments.O - OptionalY - YesTeller Cashiering 453FinanceCash ReceiptingProcess payments
System will allow cashiers to collect payment in multiple forms of payment (cash, check, credit, etc.) in a single transaction.R - RequiredY - YesTeller Cashiering 454FinanceCash ReceiptingProcess payments
System will flag payments received for which no match to an invoice has been determined (pre-payments, duplicates).R - RequiredY - YesTeller Cashiering Teller will send that information back to the A/R system 455FinanceCash ReceiptingProcess payments
Payments files can be imported from multiple 3rd party payment organizations (e.g. lockbox, online payments, Kiosks, etc.). R - RequiredY - YesTeller Cashiering 456FinanceCash ReceiptingProcess payments
Once a payment is entered on an account, staff across the organization can see the pending payment on the account. R - RequiredY - YesTeller Cashiering 457FinanceCash ReceiptingProcess payments
Ability to take receipts offline in the system when the main system is non-operational (down for maintenance, etc.) and upload after the fact.D - DesiredY - YesTeller Cashiering Teller can be configured to accept payments even if the main integrated Financial system is down for maintenance. 458FinanceCash ReceiptingProcess payments
System allows transactions to be voided and refunded if user has proper authority, with workflow approval after processing. R - RequiredY - YesTeller Cashiering 459FinanceCash ReceiptingProcess payments
System allows cashier to select a pre-set transaction type for common transactions in the City. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 460FinanceCash ReceiptingProcess payments
System can tie departments to their own merchant ID, so credit card payments for each merchant ID can be reconciled separately.R - RequiredY - YesTeller Cashiering 461FinanceCash ReceiptingProcess payments
System can automatically add a credit card fee to a transaction. R - RequiredY - YesTeller Cashiering Normally this fee is added by the credit processor. Open to talk to the City which approach makes the most sense. 462FinanceCash ReceiptingProcess payments
System can maintain different credit card fee percentages for each credit card provider.R - RequiredY - YesTeller Cashiering See above 463FinanceCash ReceiptingProcess paymentsSystem can process direct debit transactions.R - RequiredY - YesTeller Cashiering 464FinanceCash ReceiptingProcess payments
Ability to designate whether a transaction was post-marked on-time to remove potential interest/fees that may be applied to the bill associated with that payment (i.e., use of effective dates).D - DesiredY - YesTeller Cashiering 465FinanceCash ReceiptingProcess payments
Ability to specify the default order in which receipts are processed against outstanding receivables with the option of overriding the order. This would include outstanding receivables across all modules.R - RequiredY - YesTeller Cashiering Teller will pass the payment information to the A/R system where the appropriate business rules, such as payment order can be applied 466FinanceCash ReceiptingProcess payments
Ability to assign each transaction a unique receipt number which is auto-generated by the system. R - RequiredY - YesTeller Cashiering 467FinanceCash ReceiptingProcess payments
Ability to accept full or partial payments for an invoice. R - RequiredY - YesTeller Cashiering 468FinanceCash ReceiptingProcess payments
Ability to accept payments without an invoice. R - RequiredY - YesTeller Cashiering Teller allows for an unlimited number of user-defined item codes for payments 469FinanceCash ReceiptingProcess payments
Ability to enter internal comments at time of transaction. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 470FinanceCash ReceiptingProcess payments
Ability to prompt user at time of entry/scan that the account being receipted to has had a history of bad checks/credit card chargebacks based on user defined rules.R - RequiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including this information 471FinanceCash ReceiptingProcess payments
Ability to enter in a cash receipt that does not have pre-defined codes where the clerk will have to enter in the GL account(s) manually.R - RequiredY - YesTeller Cashiering 472FinanceCash ReceiptingProcess payments
Ability to select from configurable reason codes when canceling any payment. R - RequiredY - YesTeller Cashiering 474FinanceCash ReceiptingPrint a receipt
System can generate a receipt showing the amount paid for each item/service in the transaction. R - RequiredY - YesTeller Cashiering Receipts are configurable by City 475FinanceCash ReceiptingPrint a receiptCashier can re-print a receipt for a transaction.R - RequiredY - YesTeller Cashiering 476FinanceCash ReceiptingPrint a receipt
Cashier can opt not to print a receipt for a transaction. R - RequiredY - YesTeller Cashiering 477FinanceCash ReceiptingPrint a receipt
Cashier can choose to print on normal paper or receipt paper, depending on equipment available to them. R - RequiredY - YesTeller Cashiering Teller can be configured per system to print receipts either to a receipt printer or office printer. 478FinanceCash ReceiptingPrint a receipt
Ability to choose whether to print and/or email a receipt to a customer. R - RequiredY - YesTeller Cashiering 479FinanceCash ReceiptingPrint a receipt
Ability to print configurable comments and messages on the receipt, which can be different for each department/area.R - RequiredY - YesTeller Cashiering 480FinanceCash ReceiptingPrint a receipt
Ability to print different standard receipt information (e.g. address/department) by user location. R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 481FinanceCash ReceiptingPrint a receipt
Ability to have an unlimited number of detail lines per receipt.R - RequiredY - YesTeller Cashiering 482FinanceCash ReceiptingHold a transaction
Ability to place receipts on "hold" for subsequent release by authorized staff. R - RequiredY - YesTeller Cashiering 483FinanceCash ReceiptingHold a transaction
Ability to release "held" receipts based on user authorization.R - RequiredY - YesTeller Cashiering 484FinanceCash ReceiptingHold a transaction
Ability to define security for users who are allowed to place receipts on "hold" and those that are allowed to "post" receipts. R - RequiredY - YesTeller Cashiering 485FinanceCash ReceiptingBalance cash receipts
System supports maintaining and balancing multiple cash registers. R - RequiredY - YesTeller Cashiering 486FinanceCash ReceiptingBalance cash receipts
System will balance daily cash receipts to a bank deposit. R - RequiredY - YesTeller Cashiering 487FinanceCash ReceiptingBalance cash receipts
Ability to edit and correct transaction errors prior to posting with proper authorization.R - RequiredY - YesTeller Cashiering With appropriate security 488FinanceCash ReceiptingCreate deposits
Ability to print a deposit ticket with appropriate deposit tracking code.D - DesiredY - YesTeller Cashiering 489FinanceCash ReceiptingCreate deposits
Ability to assign a bank bag number to each deposit slip. D - DesiredY - YesTeller Cashiering Image Cash Letter is also available 490FinanceCash ReceiptingCreate deposits
Ability to provide end-of-day check list by user detailing each check (payee, amount, number, etc.) included in a deposit. D - DesiredY - YesTeller Cashiering 491FinanceCash ReceiptingManage cash batches
System can import batch of cash receipts and collections data from remote sites/third party systems (credit card processor, online banking, etc.).R - RequiredY - YesTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 492FinanceCash ReceiptingManage cash batches
System has the ability to create manual batches (e.g. drop box or mail-in payments). R - RequiredY - YesTeller Cashiering 493FinanceCash ReceiptingManage cash batches
System allows back-dating the effective dates of batches. R - RequiredY - YesTeller Cashiering 494FinanceCash ReceiptingManage cash batches
System allows a batch to be closed with a negative balance (e.g. when transactions were made as adjustments).R - RequiredY - YesTeller Cashiering 495FinanceCash ReceiptingManage cash batches
System allows a batch to be closed with net zero balance. R - RequiredY - YesTeller Cashiering 496FinanceCash ReceiptingManage cash batches
System allows batches to be entered and closed by a department and sent to finance via a workflow for final edits, approval, and posting. R - RequiredY - YesTeller Cashiering 497FinanceCash ReceiptingManage cash batches
Ability to accommodate numerous P.O.S. terminals throughout the City and consolidate all P.O.S. terminal receipts at day's end. R - RequiredY - YesTeller Cashiering 498FinanceCash Receipting
Manage customer accounts
Ability to view customer's unpaid balance for all outstanding receivables.D - DesiredY - YesTeller Cashiering Teller can display any information that is received from the A/R system including this information 500FinanceCash Receipting
Provide customer portal
Customers can create an account on a customer portal that will allow them to pay invoices online. R - RequiredY - YesTeller Cashiering Via the Teller Online Customer Portal 501FinanceCash Receipting
Provide customer portal
Customers can view prior invoice and payment history via the portal.R - RequiredY - YesTeller Cashiering 502FinanceCash Receipting
Provide customer portal
Provide online e-payment portal and web customer account services/tools.R - RequiredY - YesTeller Cashiering 503FinanceCash Receipting
Provide customer portal
System allows user to set up a recurring payment online. R - RequiredF - FutureTeller Cashiering Exhibit C - Teller Functional Specifications from RFP Response ID
Business Area Functional AreaUse CaseRequirement PriorityAvailabilityRequired ProductsCost Comments 504FinanceCash Receipting
Provide customer portal
Ability to take website payments when the main system is non-operational (down for maintenance, etc.) and upload after the fact.R - RequiredY - YesTeller Cashiering Teller can be set up to accept payments even if the main system is nonoperational, but must evaluate risks of taking website payments without validating due amounts. 505FinanceCash Receipting
Provide customer portalUsers can set up direct debit transactions.R - RequiredF - FutureTeller Cashiering 506FinanceCash Receipting
Provide customer portal
Ability to take website payments when the main system is non-operational (down for maintenance, etc.) and upload after the fact.R - RequiredY - YesTeller Cashiering Teller can be set up to accept payments even if the main system is nonoperational, but must evaluate risks of taking website payments without validating due amounts. 507FinanceCash Receipting
Run cash receipting reports
System can generate report showing all transactions by payment type by day. R - RequiredY - YesTeller Cashiering 508FinanceCash Receipting
Run cash receipting reports
System can generate report showing transactions by cash register by day by user. R - RequiredY - YesTeller Cashiering
Exhibit D
Insurance Requirements
CanAm shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CanAm, his/her agents, represe ntatives, or employees.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if CanAm has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the CanAm's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, 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, claims involving infringement of intellectual property, including but not limited to 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. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
CanAm shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by Client. Client may require the CanAm to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses wi thin the retention.
D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. Client, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CanAm including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the CanAm’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the CanAm's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects Client, its officers, officials, employees and volunteers. Any insurance or self -
insurance maintained by Client, its officers, officials, employees or volunteers shall be excess of the CanAm's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to Client. All notices provided pursuant to this Agreement shall be given to Client representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. CanAm hereby grants to City a waiver of any right to subrogation which any insurer of said CanAm may acquire against Client by virtue of the payment of any loss under such insurance. CanAm agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Client has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CanAm must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to Client.
F. Verification of Coverage
CanAm shall furnish Client with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Client before work commenc es.
However, failure to obtain the required documents prior to the work beginning shall not waive the CanAm’s obligation to provide them. Client reserves the right to require complete, certified copies of all required insurance policies, including endors ements effecting the coverage required by these specifications at any time.