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SR 11-28-2023 5E City Council Report City Council Meeting: November 28, 2023 Agenda Item: 5.E 1 of 5 To: Mayor and City Council From: Denise Anderson Warren, City Clerk, Records and Election Services Department Subject: Approval of Contract Modification for Self-Hosted Service and Migration to Laserfiche Cloud Services Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to negotiate and execute a third modification to Agreement #9789 (CCS) in the amount of $156,037 with Compulink Management Center, Inc. dba Laserfiche for continued electronic document management and self-hosted services for the Police Department. This will result in a 5-year amended agreement with a new total amount not to exceed $518,251, with future year funding contingent on Council budget approval; and 2. Authorize the City Manager to negotiate and execute a new (Software as a Service) SaaS Agreement with Compulink Management Center, Inc. dba Laserfiche for continued electronic document management and cloud migration services for the Records & Election Services (City Clerk) and Community Development Departments. This recommended agreement is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (g) and is for a 10-year agreement with a total amount not to exceed $839,000 with future year funding contingent on Council budget approval; and 3. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. Summary The 5-year modification to Agreement 9789 (CCS) with Compulink Management Center, Inc. dba Laserfiche would continue electronic document management services of storing and retrieving City Council meeting documents, building permits and plans, Planning documents, Code Enforcement cases, and engineering drawings, and maintenance of self-hosted repositories on-site for the Police Department. 5.E Packet Pg. 167 2 of 5 The new Laserfiche Software as a Service (SaaS) Agreement would also continue document management services for the Records and Election Services and Community Development Departments but transition from self-hosting to subscription-based cloud services. Due to Criminal Justice Information Services (CJIS) data in the system, the Police Department must maintain services until the vendor obtains GovCloud (data storage for government agencies with sensitive records that address regulatory and compliance requirements) and Federal Risk and Authorization Management Program (FEDRAMP) certifications before transitioning to the cloud. The purpose of transitioning from an on-site solution to a cloud-hosting solution is to support workforce mobility and enhance service uptime, system back-up, and disaster recovery for the City. The service would also improve department efficiencies by upgrading and making the Laserfiche Public Portal more user-friendly; continuing to allow departments to store and give access to more public documents online; reducing the amount of staff time spent on calls/records requests for public documents; and allow servers to be repurposed for other uses. Discussion In 2006, the City conducted a Request for Proposals (RFP) and entered into agreements with Laserfiche for the purchase and maintenance of imaging and document management software to replace the City’s previous FileNet system. In 2010, the agreement was modified to purchase additional user licenses and related services due to a multi-departmental deployment of Laserfiche products. In 2013, the City entered into a new sole source software licensing agreement to integrate the Laserfiche system with other systems, such as those for Police reporting and building permitting to streamline document retention and publishing processes. In 2017, the agreement was modified to add software and services to support mobile functionality and enhanced digitization of paper documents. At the June 27, 2023 City Council meeting, Council approved a budget enhancement to transition electronic content management services to the cloud. The SaaS service would transition the City to a subscription-based licensing model, with an annual fee including software licenses, hosting and storage in Amazon Web 5.E Packet Pg. 168 3 of 5 Services (“AWS”), core-product technical support, and automatic deployments of quarterly software releases to keep the City current on the latest updates and performance enhancements. The transition would further enable system reliability because the cloud-hosted solution is designed for resilience and high availability to maintain critical business continuity for storing and retrieving City Council meeting documents, building permits and plans, Planning documents, Code Enforcement cases, and engineering drawings. The cloud-hosted solution would also provide the necessary underlying infrastructure to reduce expenditures for hardware and software maintenance, minimizing the total cost of ownership, and allowing Information Systems staff to support other high-value City technology initiatives. Finally, upgrading this service would avoid working with unsupported software which could cause any of the following: loss of data, compatibility issues with integrated systems or system failure, compliance issues, and reduce operational efficiencies. Because of the new scope of work, staff recommends entering into a new exception to competitive bidding 10-year Software as a Service (SaaS) Agreement, with Laserfiche for cloud migration services. Additionally, when the vendor obtains Federal certifications, staff would return with a modification to incorporate the Police Department into the SaaS agreement. Vendor Selection Staff recommend as exception to the competitive bidding process. Recommend as Exception to Competitive Bidding Staff recommends Compulink Management Center, Inc. dba Laserfiche to furnish and provide continued electronic document management and self-hosted services for the Police Department and continued electronic document management and cloud migration services for the Records & Election Services (City Clerk) and Community Development Departments as an exception to competitive bidding per Muni Code 2.24.250 (g). Laserfiche has provided the City with electronic document management services and has been a sole source vendor since 2006, and stores records going back to the 1940s. Staff requests a 10-year Exception to Competitive bid SaaS Agreement because of the additional costs to export/import files and additional time to re-bid for another system, and staff/the public would temporarily lose access to files during the transition. Additionally, there is precedence with Council approving a 10-year agreement with the first modification in 2017. g. due to circumstances outside of the control of the City, would result in a substantial economic loss, substantially compromise a legal position, or substantially interfere with a required City operation; Environmental Review 5.E Packet Pg. 169 4 of 5 These agreements are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines, which states that CEQA does not apply, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The agreements represent changes to the City’s software system and would not result in physical effects on the environment. No further environmental review is required. Past Council Actions Meeting Date Description 08/27/13 (Attachment A) Original bid and aware of agreement with vendor for an imaging and content management and services 12/05/17 (Attachment B) Most recent modification to agreement with vendor Financial Impacts and Budget Actions Staff seeks authority to approve available funding from the General Fund to: 1) increase the amount of Agreement 9789 (CCS) with Compulink Management Center, Inc. dba Laserfiche for continued self-hosted electronic document management services for the Police Department and 2) award a new 10-year SaaS Agreement with Compulink Management Center, Inc. dba Laserfiche for cloud migration services. Future year funding is contingent on Council budget approval. Agreement 9789 (CCS) Modification Request Agreement # Current Authorized Amount FY 2024-25 Modified Request Amount Dept Account # Total Revised Contract Amount 9789 $767,292 $156,037 01180005.529230 $923,329 SaaS Agreement Request FY 2023-24 Request Amount Department/CIP Account # Future Years Amount Total Contract Amount $100,570 01110001.529230 $603,430 $704,000 $0 01700001.529230 $135,000 $135,000 Total $839,000 5.E Packet Pg. 170 5 of 5 Prepared By: Maria Dacanay, Administrative Analyst Approved Forwarded to Council Attachments: A. Contract 9789 (CCS) B. Contract 9789 (CCS) Second Modification C. OAKS INITIATIVE FORM (2023) 5.E Packet Pg. 171 Agreement No. 'l7 i '/ (CCS) SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") entered into on 'trttutcJ., ,1, f, , 2014 ("Execution Date"), by and between Compulink Management Center, Inc. dba Laselfiche, a California cmporation ("Laserfiche"), and City of Santa Monica, a California municipal cmporation ("City") is made with reference to the following: RECITALS: A. City is a municipal cmporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. City seeks to purchase an Imaging and Document Management System for use by various City depmtments detailed in the Proposal, which is attached hereto as Exhibit I and incmporated herein by reference. C. Laserfiche is a California cmporation that markets and suppmts ce1tain software applications licensed hereunder. D. City and Laserfiche desire to enter into this Agreement upon the te1ms and conditions set fmth below. NOW, THEREFORE, it is mutually agreed by and between the undersigned patties as follows: SECTION 1. DEFINITIONS The following definitions shall apply to the te1ms as they appear in this Agreement: A. "Laserfiche" means and refers to Laserfiche. B. "Licensed Company" or "City" means and refers to the City of Santa Monica. C. "Softwm·e Product" or "Licensed Product" means and refers to the computer software and associated media and printed materials, and may include "online" or electronic documentation as listed in the Proposal attached hereto as Exhibit I and incorporated herein by reference. D. "Server Software" means and refers to the Software Product to be used on a shared computer referred to as the "Server". 5.E.a Packet Pg. 172 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) E. "Client Software" means and refers to the Software Product to be used on individual user workstations. F. "Services" shall mean professional services provided by Laserfiche to install, configure and customize software and train City staff. SECTION 2. LICENSE GRANT In consideration of the City's promises contained in this Agreement, Laserfiche grants to City, and City accepts, subject to the terms and conditions set f01th in this Agreement, a perpetual, non-exclusive and non-transferable license to use the Licensed Products indicated in the Proposal attached hereto as Exhibit 1. Specifically, City is licensed to (i) install and use the Server Software and (ii) install and use Client Software on the user workstations for the number of concurrent users listed in Exhibit 1. Laserfiche represents that it possesses all rights and interest in the Software Product to enter into this Agreement. This Agreement is subject to Laserfiche's End User License Agreement ("EULA"), attached as Exhibit 2 and incorporated by this reference; provided, however, that to the extent that the tenns and conditions of this Agreement are inconsistent with those of the EULA, this Agreement will govern the rights and obligations of the Pmties. SECTION 3, LICENSE USE. A. City shall not copy the Licensed Products or allow their use by others without the written permission ofLaserfiche except for City's production, backup, archival, and disaster recovery pmposes. City will reproduce and include the copyright, trade secret or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms of this Agreement. The Licensed Products may be used only by City, and not for the benefit of any third pmty. B. City shall not (i) reverse engineer any pmt of the Licensed Products; (ii) distribute, sell or otherwise transfer any part of the Licensed Products; and (iii) remove the patent, copyright, trade secret or other proprietary protection legends or notices which appem· on or in the Licensed Products. C. City shall not create any derivative work or product based on or derived from the Licensed Products or documentation or modify any Licensed Products or documentation without the prior written consent ofLaserfiche. In the event ofa breach of this provision (and without limiting Laserfiche's remedies) said modification, derivative work or product based on the Licensed Products or documentation is hereby deemed assigned to Laserfiche. SECTION 4. SOFTWARE SERVICES. 2 5.E.a Packet Pg. 173 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) A. Laserfiche shall provide software and services as outlined in the Quote. Such services include project consulting and implementation, annual service and maintenance, on-site training, configuration and customization, software set-up and installation. B. Laserfiche will determine and City shall review qualifications and approve or reasonably disapprove the key personnel to be assigned to perfonn the services under this Agreement, an engagement letter, scope of work, exhibit or other written amendment. Laserfiche shall be required to provide additional functional and technical resources as required to provide the services required hereunder. In the event of any changes to the Laserfiche's staff, Laserfiche will notify the City immediately in writing. Laserfiche agrees that any replacement of any listed individuals will be made with individuals of comparable or higher experience, and that the composition ofLaserfiche's employees or subcontractors assigned to this Agreement will be maintained in a manner that provides the same or higher level of services to the City. The City reserves the reasonable right to approve or disapprove any individuals proposed by Laserfiche to be included as part ofLaserfiche's staff assigned to this Agreement. In the event of any additional staffing or personnel changes by Laserfiche, Laserfiche agrees to absorb all expenses and costs associated with such change and shall not charge the City with such expenses or costs under this Agreement. C. Either pmty may request at any time the removal of any individual performing Services if that pmty: (i) reasonably believes that individual is not qualified to pe1fo1m the services or does not meet appropriate professional standards; and (ii) previously provided the other party with written notice of the problem and a reasonable opp01tunity to remedy the situation. SECTION 5. INSTALLATION Laserfiche will install the Licensed Product in accordance to the schedule detailed in Exhibit I. System acceptance will be complete after Systems Acceptance criteria, detailed in Stage 6 of Exhibit I, have been met and the system has been in production for a consecutive period of at least 60 days without significant malfunction or enor. Any significant failure (no workaround or fix) of the system or need for software correction for Software provided by Laserfiche during the acceptance period shall extend the acceptance period on a day by day basis until the conection is fully completed. SECTION 6. LICENSE FEES AND SUPPORT SERVICES FEES City shall pay to Laserfiche an amount not to exceed $73,674, as set faith in Exhibit I. A. Fees, City shall pay Laserfiche Software License Fees, Services and first-year's software maintenance fees in the amount of$73,674 as specified in Exhibit I. B. Payment Schedule. The fees shall be paid according to the following schedule: 3 5.E.a Packet Pg. 174 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) I. The total cost of$20,784 for first year's LSAP software maintenance and supp01i at the execution of the Agreement; 2. The total cost of$27,765 for Laserfiche Rio software licensing upon the successful installation of all software components, including Rio version 9 .x in the test enviromnent as described in Exhibit I, or within 90 days from contract execution, whichever comes first. 3. The total cost of$25,125 for all professional services upon project closeout and acceptance, as per Exhibit 1. SECTION 7. COPYRIGHT AND OTHER RESTRICTIONS The Software Product is licensed, not sold and is not transferable. Title and copyrights in and to the Software Product, excluding City data (including any images, photographs, video, audio, and text incorporated into the Software Product), accompanying printed material, and any copies you are permitted to make herein are owned by Laserfiche and are protected by United States copyright laws and international treaty provisions. SECTION 8, LIMITED WARRANTY A. Laserfiche wmwnts the Softwm·e Product shall be free from defects in materials and workmanship for ninety (90) calendar days commencing from system acceptance of the Software Product as set forth in Section 5, above. During this period, the Software Product is warranted to conform to the specifications as stated in Laserfiche's documentation. B. The Software Products shall continue to pe1form in accordance with Laserfiche's most cmTent documentation, which may be modified from time to time, so long as the City remains a subscriber to the Maintenance Agreemeµt between the parties. C. There is no program code, other than as specified in Laserfiche's documentation that will restrict the City's use of the Licensed Product upon payment in full. D. Any modification or enhancement of the Licensed Product shall satisfy the wmwnties and conditions set forth in this Section, so long as the City is a subscriber to the Maintenance Agreement between the parties. E The Software Products will be free of any errors which severely effect the operation of the system or keep the system from production use. This section shall survive the termination of this Agreement. SECTION 9. RESPONSE TIME 4 5.E.a Packet Pg. 175 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) The wananty period shall extend for a period of ninety (90) days from date of production. The wananty also extends for any maintenance period as long as payments are kept cmTent. During the wananty period, in the event that the City encounters an en-or and/or malfunction whereby the Software does not conform to the description in the Proposed User's Manual, Laserfiche will respond in accordance with the following Priority Levels: "A" Priority -A Level "A" Priority shall mean and refer to a software e1rnr that renders the entire system inoperable. Laserfiche shall assign resources within the first hour. Laserfiche shall continue to work on the problem until the problem is resolved. Average resolution time shall be less than eight (8) hours. "B" Priority -A Level "B" Priority shall mean and refer to the detection of a software e1rnr for a system module which seriously impairs system operations, but does not render it "down." Laserfiche shall assign resources within four hours and continue to work on the problem until the problem is resolved. "C" Priority -A Level "C" Priority shall mean and refer to a minor problem, but of sufficient severity to warrant con-ection before the next production software release or service pack. Generally completed within thiity (30) days. "D" Priority -A Level "D" Priority shall mean and refer to minor problems that do not severely affect the operation of the system and generally will be incorporated in the next production of the software. SECTION 10. AGREEMENT DOCUMENTS Laserfiche's Proposal (Exhibit 1) is made a part of this Agreement. SECTION 11. INSURANCE Laserfiche's Insurance Prior to commencing work, the Laserfiche shall procure and maintain at Laserfiche's own cost and expense for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services hereunder by the Laserfiche, its agents, representatives, employees, or subcontractors. The cost of such insurance shall be included in Laserfiche's bid. Without in any way affecting the indemnity provided, the Laserfiche shall secure before commencement of the work and throughout the Agreement the following types and amounts of insurance: Minimum Limits of Insurance Laserfiche shall obtain insurance of the types and in the amounts described below: 5 5.E.a Packet Pg. 176 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 1) Comme1·cial Gene1·al Liability Insurance Laserfiche shall maintain commercial general liability (CGL) with a limit of not less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate. 2) Business Auto and Umbrella Liability Insurance Laserfiche shall maintain business auto liability with a limit of not less than $1,000,000 each accident. 3) Workers' Compensation and Employer's Liability Insurance Laserfiche shall maintain workers' compensation insurance as required by the State of California and Employer's Liability Insurance in the amount of $1,000,000 per accident for bodily injury or disease. Minimum Scope of Insurance 1) CGL insurance shall be written on Insurance Services Office form CG 00 01 ( or a substitute fo1m providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and adve1tising injury liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and explosion, collapse and underground hazards. 2) Business Auto Insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). Coverage shall be written on Insurance Services Office form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01. Deductibles and Self-Insured Retentions Any deductibles or self -insured retentions must be declared to and approved by the City of Santa Monica. At the option of the City of Santa Monica, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Santa Monica, its officers, officials, employees, or volunteers; or the Laserfiche shall provide a financial guarantee satisfactory to the City of Santa Monica guaranteeing payment of losses and related investigation, claim administration and defense expenses. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) City of Santa Monica, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles 6 5.E.a Packet Pg. 177 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) owned, leased, hired, or bo1rnwed by or on behalf of the Laserfiche; and with respect to liability arising out of work or operations performed by or on behalf of the Laserfiche including materials, parts or equipment furnished in connection with such work or operations. Under the COL policy, using the Insurance Services Office additional insured endorsement form CG 20 10 or a substitute providing equivalent coverage, and under the commercial umbrella, if any. City and other additional insureds mentioned in this paragraph shall not, by reason of their inclusion as additional insureds, become liable for any payment of premiums to caniers for such coverage. 2) For any claims related to this project, the Laserfiche's insurance coverage shall be primmy as respects the City of Santa Monica, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees, or volunteers shall be excess of the Laserfiche's insurance and shall not contribute with it. 3) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under subdivision (b) of Section 2782 of the Civil Code. General Liability, Workers' Compensation ancl Employer's Liability The insurer shall agree to waive all rights of subrogation against the City of Santa Monica, its officers, officials, employees, and volunteers for losses arising from activities and operations of Laserfiche in the performance of services under the Agreement. All Coverages 1) Each insurance required by this clause shall be endorsed to state that coverage shall not be canceled except after thilty (30) days prior written notice by ce1tified mail, return receipt requested, has been given (add user depmtment and specify specific individual and title) to the City. 2) If Laserfiche, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement and obtain damages from the Laserfiche resulting from said breach. Alternatively, City may purchase such coverage (but has no special obligation to do so), and without fmther notice to the Laserfiche, City may deduct from sums due to the Laserfiche any premium costs advanced by the City for such insurance. Acceptability of Insurers Insurance is to be placed with insurers with a cmTent A.M. Best's rating ofno less than A:6 unless otherwise approved by the City's Risk Manager. 7 5.E.a Packet Pg. 178 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Verification of Coverage Laserfiche shall furnish the City of Santa Monica with original certificates and amendatory endorsements effecting coverage required by this section. The certificates and endorsements for each policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. The ce11ificates and endorsements should be on forms provided by the City of Santa Monica or on other than the City of Santa Monica's fonns, provided those forms and endorsements confonn to the requirements. All ce11ificates and endorsements are to be received and approved by the City of Santa Monica before work commences. The City of Santa Monica reserves the right to require complete, ce11ified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. Subcontractors Laserfiche shall include all subcontractors as insureds under its policies or shall furnish separate ce11ificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. SECTION 12. INDEMNIFICATION A. During the period any p011ion of the Software is in transit and prior to installation, Laserfiche shall have sole responsibility for all risk of loss or damage to the Software. B. Laserfiche shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable attorneys' fees, arising out of or resulting from the following: (i) Laserfiche's negligent performance of or negligent failure to perform its obligations under this Agreement; (ii) arising from the willful misconduct or the negligent acts, e11'ors or omissions of Laserfiche, its officers, agents, and employees in the perfonnance of its services under this Agreement, including, but not limited to the installation of the Software; and (iii) any patent, copyright and other infringement claim by any third party in connection with the Licensed Product. C. If Laserfiche, or its officers, agents, or employees, are only partially at fault for a claim or loss for which the City seeks indemnity, then Laserfiche's indemnity liability shall be equitably app011ioned to Laserfiche according to its pro-rata apportiomnent of fault for the acts or omissions resulting in the City's claim or loss. D. Laserfiche further agrees that if City is prevented from using the Licensed Product(s) due to an actual or claimed infringement of any patent, copyright or other intellectual prope11y right, then at Laserfiche's option, Laserfiche shall promptly either: I) procure for City, at Laserfiche' s expense, the right to continue to use the Licensed Product(s); 8 5.E.a Packet Pg. 179 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 2) replace or modify the Licensed Product(s), at Laserfiche's expense, so that the Licensed Product(s) become non-infringing; or 3) terminate the Agreement and return City's license fees for the infringing Licensed Product(s) in the event that neither (i) or (ii) are reasonably feasible. SECTION 13. NOTICES All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. To City: To Laserfiche: City of Santa Monica I 685 Main Street, Room I 05 Santa Monica, CA 90401 Attn: Jory Wolf, Chieflnformation Officer Compulink Management Center, Inc., dba Laserfiche 3545 Long Beach Blvd. Long Beach , CA 90807 Attn: Chuck Banick SECTION 14. COSTS OF LITIGATION If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing pm1y all costs and expenses and such amount as may be adjudged to be reasonable attorney's fees. The prevailing pm1y's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing pm1y shall be entitled to recover an mnount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attorneys in connection with the action. SECTION 15. ASSIGNMENT Laserfiche shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation oflaw or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any attempt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer. 9 5.E.a Packet Pg. 180 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 16. APPLICABLE LAW This Agreement shall be governed by the laws of the State of California. IO 5.E.a Packet Pg. 181 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 17. RIGHTS UPON TERMINATION A. If either pmiy materially breaches this Agreement, the other party may give written notice of its desire to terminate and the specific grounds for te,mination and, if such default is capable of cure and the pmiy in default fails to cure the default within thiiiy (30) days of the notice, the other party may tenninate this Agreement. If such default is incapable of cure, the other party may tenninate this Agreement immediately upon written notice of its desire to te,minate. B. Upon termination, the License to use the Licensed Products shall be immediately revoked and all Licensed Products, related documentation, Software Tools, and suppmiing materials will be returned to Laserfiche or destroyed. SECTION 18. INTEGRATED AGREEMENT This Agreement represents the full and complete understm1ding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and Laserfiche and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the pmiies. Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the la11guage shall not be construed against the party causing the unce1iainty. SECTION 19. PERMITS AND LICENSES Laserfiche, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business at1d professional pe,mits, licenses a11d certificates. SECTION 20. COMPLIANCE WITH LAW Laserfiche shall comply with all federal, state and local laws, including all ordina11ces, rules at1d regulations. Ill Ill I II II I 11 5.E.a Packet Pg. 182 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 21. NONDISCRIMINATION In rendering services under this Agreement, Laserfiche shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law. IN WITNESS WHEREOF, the paities have caused this Agreement to be executed the day and year first above written. ATTEST: S£J)rru&V SARAH GORMAN City Clerk APPROVED AS TO FORM: " :-c-c---!c-=-i:1W1'~""i'f!f~~:f!"~=") City 12 CITY OF SANTA MONICA a municipal corporation ROD GOULD City Manager COMPULINK MANAGEMENT CENTER, INC., d/b/a Laserfiche )1'_, /ll(U }o /C/ By: ,~9~ {~J cJ!;f'VJn/: / ,L{ Title: V' e' 0 (' gr) (;i,,1z:v6~1,::; / X 110 lLTc~£ 'Z,~ I <f 5.E.a Packet Pg. 183 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) EXHIBIT 1 Laserfiche RIO Upgrade & Scope of Work Enterprise Content Management System Prepared for: City of Santa Monica 5.E.a Packet Pg. 184 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Exhibit 1 5.E.a Packet Pg. 185 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Table of Contents Laserfiche Rio for the City of Santa Monica .................................................................................................. 3 Overview ................................................................................................................................................... 3 City-Wide Adoption of the Rio Licensing Platform ................................................................................... 4 Summary ................................................................................................................................................... 5 Pricing ............................................................................................................................................................ 6 Attachment A: City of Santa Monica Rio Upgrade -Scope of Work ............................................................ 7 Solutions Gro11,u Laserfiche Rio for the City of Santa Monica February 03, 2014 Page 2 of 6 5.E.a Packet Pg. 186 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Rio for the City of Santa Monica Overview For nearly six years, the City of Santa Monica has relied upon the Laserfiche ECM management system to securely capture, store and manage business records and historical documents in multiple departments. During this time, the City has made significant improvements to the way in which they use the Laserfiche system by expanding the number and types of documents that they image and store, as well as the methods by which they capture, index, distribute, and manage those documents. With the City's currently deployed version of Laserfiche reaching the point in which further development will be suspended (although it would continue to be supported) it is an important time for the city to consider upgrading to the Laserfiche DoD 5015.2 records management RIO platform as the city's deployed version of Laserfiche ECM is reaching its end of life. The features of the new RIO platform allow the implementation of the Laserfiche system throughout the City in a simplified licensing structure based on number of users. Under the Rio licensing agreement, all advanced features of the core Laserfiche system are available to all users without having to license them on a per-module basis. The following is a breakdown of the features and benefits for an enterprise deployment. • Provide for unlimited deployment of Servers and Repositories for business continuity purposes • Named users have workflow integrated so they may participate in transactional activities • Enhance distribution with Rio's !Phone and !Pad application • Enterprise expansion to all city departments with the complete product suite functionality • Governance risk management and eDiscovery capabilities provided as part of core product • Provide Public Access 5o{utions Group Laserfiche Rio for the City of Santa Monica February 03, 2014 Page 3 of 6 5.E.a Packet Pg. 187 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) City-Wide Adoption of the Rio Licensing Platform A benefit of the new Rio licensing platform is that new, scaled pricing structure has been introduced that brings the cost per user down as the total number of licenses increases. Coupled with the Laserfiche Software Assurance Program benefit of 100% credit toward platform upgrades, all departments in the City can benefit from these features for little additional cost than if any one department were to implement this system separately. A significant increase in the usability and functionality of the Laserfiche system will be realized by capitalizing on the investment that the City has made in its existing Laserfiche licenses. The following is a breakdown of planned licenses and quantities for a citywide upgrade: Description _ La:erfiche Server (Test, Development1 QA, Disaster Recovery, etc ... ) Laserfiche Repositories Unlimited Unlimited Full User License including DoD 5015.2 Certified Records Management SO •-s•,••--~••"~----------------r---•-·-••• Workflow Server Unlimited :~~c:~::::~~--u-:-·~-:-A-_cc--e-:s~~:b::::::a-.. l--5-_erv_e_r_(w-i-th._W_e_b_Li_n_k_) _____________ u_n_l_i;_i_te_d_-<@ ·--· --·-------.. -----+-----,,<,,·-·---.. -1 Quick Fields Basic (Validation Package for Barcode a_nd_RT_L) ------.. __ ___ --. . .... .Gt 2 ', iv/ C•. r Quick Fields Core (Validation Package for Barcode, RTL & Zone OCR) l•·"'--'-'~1"•······--·-I 2 o 1'1 Quick Fields Agent !Phone & !Pad Applications Solutions Grnup Laserfiche Rio for the City of Santa Monica February 03, 2014 Page 4 of 6 1 Included 5.E.a Packet Pg. 188 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Summary As more and more information is being created and stored in electronic format, the requirements for managing the capture, distribution, and retention of that information increases. The City of Santa Monica is nationally recognized as a leader in its information management and technological accomplishments in implementing document & records management technologies and best practices. The initiative to continually improve upon current capabilities by investing in new technologies while leveraging existing investments continues to provide invaluable cost-saving benefits to the City. With the features available in the Laserfiche Rio platform and its licensing structure, the opportunity is here for the City to take advantage of this unique Laserfiche offering and implement its advanced technologies in a cost-effective manner. The proposed enhancement to the City's information infrastructure will help to achieve its goals in the following ways: • Deploy DoD 5015.2-certified records management in compliance with requirements • Align IT investments with Santa Monica's enterprise information strategy • Merge departmental content with business processes • Maximize efficiency, productivity and return on investment • Ensure compliance for discovery and accountability Solutions GrrJu,o Laserfiche Rio for the City of Santa Monica February 03, 2014 Page 5 of 6 5.E.a Packet Pg. 189 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Pricing Software modules and services, and have been listed to match the proposed solution. The software pricing includes the first year's renewable Laserfiche Software Assurance Plan (LSAP) and trade-in credit for purchased Laserfiche products and LSAP. P/N Description Qty Price Total Rio Laserfiche Rio -50 Users w/ 25 User Public Portal 1 $102,700.00 $102,700.00 *Includes all previously licensed features of QuickFields, Records Management, Import Agent and Laserfiche SOK Credit United licensing trade-in credit 1 ($74,935.00) ($74,935.00) Licensing Total $27,765.00 e k ·b/J,L;~ 7-,. SVC Implementation Services by hour 100.! /!.,.-r; $175.50 $17,625.00 (per attached SOW) VIP VIP Services Package (5 days) 1 $7,500.00 $7,500.00 May be used for LF-SharePoint integration consulting and Web Acces·s configuration assistance Services Total $25,125.00 Rio LSAP Laserfiche Rio LSAP -Annual Maintenance 1 $20,784.00 $20,784.00 {10/01/2013 -09/30/2014) Total $73,674.00 The Laserfiche Solutions Group is pleased at the opportunity to submit this proposal and we look forward to providing its efficiency, security, and cost-saving benefits to the City of Santa Monica. Sincerely, Chuck Barrick I Solutions Manager Laserfiche~ Solutions Group Run Smarter® Phone: 1.562.988.1688 x 190 E-mail: cbarrick@laserfiche.com Website: www.laserfiche.com Solutions Grou,o Laserfiche Rio for the City of Santa Monica February 03, 2014 Page6of6 s-~Q✓t '.2.1, iV!O,v· ·:2014. 5.E.a Packet Pg. 190 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) City of Santa Monica -Rio Upgrade Scope of Work -January 2014 Implementation Plan This document proposes a scope of work and general approach for the City of Santa Monica's ["CSM"] proposed Laserfiche solution. This scope of work covers the following items: Code Rio Upgrade RU-Rl RU-R2 RU-R3 RU-R4 Description Deploy Laserfiche Rio Upgrade core Laserfiche server infrastructure from Laserfiche 8.3.x to Laserfiche 9.x Enable checksum and volume encryption functionality Deploy Laserfiche to the public via Public Portal As with most projects of this nature, at this point in the engagement, Laserfiche Professional Services ["LFPSG"] has only a basic understanding of CSM's requirements and overall situation. As LFPSG learns more (primarily after Stage 1, explained below), there may be a need to modify the overall scope of work and general approach. As a result of this, the estimated hours provided below are not a fixed-cost bid. Project Stages LFPSG has adopted a formal methodology to implementing custom solutions of the Laserfiche software suite, which involves guiding the project through a series of clearly defined stages. CSM has the option of modifying LFPSG's implementation methodology, by adding, removing, or altering stages, but note that, in our experience, significant variation from LFPSG's methodology can lead to potential project delays. Note: Once the project is moved past a particular stage, it is difficult to return to or repeat the stage at a later date. If this becomes necessary, additional cost may be charged to CSM, and the project plan's final delivery date may be significantly extended. Stage 1: Requirements Gathering Owned By: LFPSG and CSM LFPSG will conduct a series of in-depth meetings and interviews with CSM, during which CSM will explain their requirements to LFPSG in detail. LFPSG will document CSM's requirements, and, when necessary, pose questions. LFPSG recommends the following: City of Santa Monica Rio Upgrade SOW -February 03, 2014 Page 1 of 7 5.E.a Packet Pg. 191 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) • CSM are fully prepared to present final requirements to LFPSG (i.e., requirements should not be "in flux"), which may include documentation and formal presentations (if requirements are especially complex, LFPSG may request that CSM provide documentation). • CSM are prepared to discuss technical infrastructure details, including how many environments should be created, how many CSM servers will be needed, and the overall system topology (LFPSG will provide detailed hardware and system topology recommendations). • All necessary CSM personnel be in attendance for all meetings. • CSM are prepared to identify which CSM personnel will play the following roles in the project: o Project Owner: CSM leader of the project; the ultimate decision maker. o IT Administrator: CSM team-member responsible for assisting LFPSG with all IT-related tasks (e.g., granting LFPSG access to CSM servers, helping CSM install and setup CSM servers). o Business Matter Expert: CSM team-member who best understands the system's business-level functionality requirements. Note: Multiple people may play the same role. One person may play multiple roles. After all requirements gathering sessions have completed, LFPSG will deliver to CSM a formal Scope of Work document detailing the requirements, as well as a proposal for how the system will be built. CSM should closely review this document, and inform LFPSG if any changes should be made. Both LFPSG and CSM should formally agree upon the document before the project leaves Stage 1. Note: During Stage 1, if the Scope of Work identifies that more work and cost is necessary than was listed in the original sales contract, the project's Laserfiche Sales Representative must resolve this issue before the project can proceed. In addition to the requirements gathering document, LFPSG will provide to CSM a formal Microsoft Project plan, identifying the project's schedule. LFPSG and CSM should formally agree on this plan before proceeding past Stage 1. This Project file will be maintained and regularly updated by LFPSG. LFPSG will provide a PDF copy of the plan to CSM on a regular basis. Once the requirements gathering document and project plan are agreed upon, any new or modified requirements requested by CSM will be considered on a case-by-case basis, and will be processed by LFPSG's formal "change management" process. In most situations, LFPSG can honor a new/modified requirement, but additional time may be added on to the overall project's length. In some cases, and depending on the new/modified requirement's size (in terms of overall development work), the new/modified requirement may be considered out-of-scope, which would require LFPSG and CSM to come to an agreement on additional cost and time. LFPSG highly recommends all requirements be included in the original requirements gathering document. Stage 2: Infrastructure Setup Owned By: LFPSG Based on infrastructure setup information gathered so far, LFPSG will create one environment. This environment will first be used as the test environment. In Stage 6, this environment will be promoted City of Santa Monica Rio Upgrade SOW-February 03, 2014 Page 2 of 7 5.E.a Packet Pg. 192 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) from test to production. LFPSG will upgrade CSM from the current Laserfiche United 8.3.x to Laserfiche Rio 9.x. The general steps for the upgrade are as follows: Requirements Task Verify remote access to Laserfiche Server environment Deploy Laserfiche Rio License Manager Install Laserfiche Rio License Manager on server designated by CSM IT team. Properly license the Rio system. Add users from Active Directory to Rio License Manager. Performed in Test Environment Install/Configure Laserfiche on new Server Ensure Laserfiche software and licenses are accessible from the designated Laserfiche Server Install and license Laserfiche 9 software Do test migration from Laserfiche 8.3.x to Laserfiche 9.x. Restore root of Laserfiche database to the designated Laserfiche Server Attach database in Laserfiche Ad min Console Make Laserfiche Volume path changes in Laserfiche Ad min Console to reflect new storage location Ensure DNS/IP settings are set up so that existing Laserfiche Clients don't have to re-attach to the Laserfiche repository on the new server Enable Laserfiche checksum functionality. Enable Laserfiche volume encryption. Configure Firewall Compatibility Component (FCC) so that legacy Laserfiche 7.x clients and Quick Fields 7.x workstations can continue to communicate with the Laserfiche 9.x server. Do basic smoke test of functionality (Laserfiche Clients and Quick Fields workstations) Install and Configure Laserfiche Audit Trail Install and Configure Laserfiche WebLink in the Internal Environment Configure Public Portal in the DMZ for Public Access Configure Weblink box to point to Laserfiche repository on new server Configure public user for We blink access Configure look and feel of Weblink UI Do basic smoke test of functionality, especially security Ensure DNS/IP settings are setup so that site is accessible from public City of Santa Monica Rio Upgrade SOW-February 03, 2014 Resource Time Estimate LFPSG 1 LFPSG 1 CSM and LFPSG 1 LFPSG .5 LFPSG 1 LFPSG 3 CSM and LFPSG .5 LFPSG .5 LFPSG 2 CSM LFPSG 1 LFPSG 1 LFPSG .5 CSM and LFPSG 1 LFPSG LFPSG LFPSG 1 2 .5 CSM and LFPSG 2 CSM CSM and LFPSG 1 CSM Page 3 of7 5.E.a Packet Pg. 193 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) LFPSG will set up each environment, with the assistance of Laserfiche-certified CSM administrators, by installing, licensing, and performing basic configuration of Laserfiche and, if necessary, third-party software. It is highly recommend that CSM be closely involved in this process, as it is an excellent knowledge-transfer opportunity. Note: Setup of Kerberos for supporting web-based Active Directory authentication between Laserfiche web servers and the Laserfiche Server installed on different computers will be handled by the CSM IT team. Assumptions In drawing up this implementation plan, the following assumptions have been made about the requirements. The following statements are assumed to be true regarding any documents, content or data provided by CSM without any processing or alteration by LFPSG. Additionally, the user behavior is assumed to be true as stated. Code Description Rio Upgrade RU-Al The City of Santa Monica will provide remote access to Laserfiche Se1vers. RU-A2 The City of Santa Monica will provide FMA expertise. RU-A3 Project working hours are limited to M-F, 6am to 6pm Pacific. RU-A4 CSM will setup the hardware required of this Rio upgrade project. RU-AS If the Active Directory group containing all of the Laserfiche users does not exist at the time of the upgrade, CSM will be responsible for adding Active Directory users into the Rio License Manager. RU-A6 There are two Laserfiche repositories in production at CSM. RU-A7 Quick Fields will not be upgraded as part of this project. RU-AS CSM will be responsible for upgrading workstations to the latest version. RU-A9 This project will not involve any work related to Laserfiche Workflow, Laserfiche Web Access. RU-AlO A single environment will be created as part of this project. Initially, it will serve as the test environment. In Stage 6 ("go live"), this test environment will be promoted to production. RU-All Beyond licensing considerations, this project will not involve any work related to Laserfiche Public Portaf/Weblink. Stage 3: User/Group Set Up Owned By: CSM Adding Windows Users to the Rio License Manager will be managed by an existing Active Directory group. For access to individual Laserfiche repositories, the existing Laserfiche group that is linked to Windows users will be used for authenticating Windows users. CSM will manage all Active Directory group membership. City of Santa Monica Rio Upgrade SOW-February 03, 2014 Page 4 of 7 5.E.a Packet Pg. 194 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) LFPSG highly recommends that CSM prepare for this step ahead of time, by creating a list of users that should be added to the system, as well as what roles each user will play in the system, CSM should ensure the number of users they wish to add to the system does not exceed the total number of licenses they have purchased. Note: As the onboarding process controls which users can access specific data, some of which may be sensitive; for liability purposes, CSM should perform this step. Stage 4: LFPSG Functionality Testing Owned By: LFPSG LFPSG will test all aspects of the system, to ensure functionality. LFPSG will be responsible for creating a test plan for this work. If issues are encountered, LFPSG will correct them as necessary. Stage 5: CSM Functionality Testing Owned By: CSM For the first half of this stage, and under the direction of LFPSG, CSM users will test all aspects of the system, to ensure functionality. LFPSG will be responsible for creating a test plan for this work. If issues are encountered, LFPSG will correct them as necessary. If possible, it is recommended that LFPSG personnel be onsite at CSM's offices for this work. For the second half of this stage, CSM will test the system independently of LFPSG, using a test plan created by CSM. CSM should notify LFPSG of any issues that are encountered, which LFPSG will correct as necessary. Important: By granting approval to move past this stage, CSM is formally accepting the system and approving it for production use. Stage 6: Project Acceptance and "Go Live" Owned By: LFPSG During this stage, the system will be promoted from test to production. This will involve refreshing the current production database in the test environment before it is promoted to production. On the server side, the following tasks will take place: Performed in Production Environment Install/Configure Laserfiche on new Server Ensure Laserfiche software and licenses are accessible from the designated Laserfiche Server Do production migration from Laserfiche 8.3.x to Laserfiche 9,x. Restore root of Laserfiche database to the designated Laserfiche Server Attach database in Laserfiche Ad min Console Make Laserfiche Volume path changes in Laserfiche Ad min Console to reflect new storage location City of Santa Monica Rio Upgrade SOW-February 03, 2014 LFPSG LFPSG CSM LFPSG LFPSG .5 1 .5 1 Page 5 of 7 5.E.a Packet Pg. 195 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Enable Laserfiche checksum functionality. Enable Laserfiche volume encryption. Configure Firewall Compatibility Component (FCC) so that legacy Laserfiche 7.x clients and Quick Fields 7.x workstations can continue to communicate with the Laserfiche 9.x server. Do basic smoke test of functionality (Laserfiche Clients and Quick Fields workstations) Configure Public Portal in the DMZ for Public Access Configure We blink box to point to Laserfiche repository on new server Do basic smoke test of functionality, especially security Ensure DNS/IP settings are setup so that site is accessible from public Publish URL to main City website LFPSG .5 LFPSG .5 LFPSG .5 CSM and LFPSG 1 LFPSG .5 CSM and LFPSG 1 CSM CSM LFPSG will promote the system from the test environment to the production environment. "Smoke testing" will be performed to ensure no new bugs were introduced during the environment's set up process and the system will be released to CSM for production use. CSM will then be responsible for notifying users as to how and when to begin using the system. Important: From this point forward, LFPSG will close the project in 10 days. Any new requirements will be considered a new project. Stage 7: Stabilization, Knowledge Transfer, Hanel Over, and Project Closeout Owned By: LFPSG As CSM begins using the system in production, LFPSG will closely monitor the system, and will attempt to resolve any production issues that occur. Once the system is considered to be stable as deployed in production, LFPSG will finalize written documentation on the administrative aspects of the system. LFPSG will cover this document with relevant technical CSM personnel, in order to understand how the system was built and how it should be maintained on a day-to-day basis. At this point, the project is complete and day-to-day tasks of maintaining the system will be handled by CSM. If CSM has purchased the necessary support packages, LFPSG will be available for hands-on support to help troubleshoot any issues. Important: Only CSM personnel who have completed the necessary Laserfiche certifications courses should be responsible for administering Laserfiche. City of Santa Monica Rio Upgrade SOW-February 03, 2014 Page 6 of 7 5.E.a Packet Pg. 196 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Project Effort LFPSG proposes the following estimated hours for this project. This is a time and materials project. . Services Stage Stage Title Estimated Number Hours Stage 1 Requirements Gathering 10 Stage 2 Infrastructure Setup 30.5 Stage 3 User/Group Set Up 4 Stage4 LFPSG Functionality Testing 12 Stage S CSM Functionality Testing 4 Stage 6 Project Acceptance and "Go Live" 6 Stage 7 Stabilization, Knowledge Transfer, Hand Over, and 16 Project Closeout Project Management 18 Total 100.5 Travel All relevant travel costs incurred by LFPSG (e.g., flights, hotels, food, etc.) will be billed to CSM. City of Santa Monica Rio Upgrade SOW-February 03, 2014 Page 7 of 7 5.E.a Packet Pg. 197 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) EXHIBIT 2 Laserfiche Enterprise Software License and Professional Services Agreement 5.E.a Packet Pg. 198 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Enterprise Software License and Professional Services Agreement This Enterprise Software License and Professional Services Agreement ("Agreement") is entered into in Long Beach, California effective on the date shown below, by Compulink Management Center, Inc., a California corporation doing business as Laserfiche ("Laserfiche"), and the City of Santa Monica (refened to as "Licensee"). RECITALS A. Laserfiche designs, develops and markets enterprise content management (ECM), business process management (BPM), and related software programs, products and professional services under the Laserfiche® trademark. Licensee desires to acquire the Laserfiche Software described in Schedule A to this Agreement (the "Laserfiche Software") and the professional services described in Schedule D and Section 3 (the "Services"). B. Licensee has therefore requested, and Laserfiche has agreed to grant, an enterprise software license authorizing Licensee to use the Laserfiche Software on all computer hardware and peripherals owned, leased or managed by Licensee, subject to the terms and conditions of this Agreement. C. The Laserfiche Software constitutes valuable proprietary products, information and trade secrets of Laserfiche, embodying substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Laserfiche Software. Laserfiche claims copyrights and proprietary trade secrets in the Laserfiche Software. THEREFORE, in consideration of the premises and covenants contained this Agreement, Laserfiche and Licensee agree as follows: AGREEMENT 1. Definitions. A. "Laserfiche Software" refers to any software program, application, integration, customization, derivative work, or related software product developed, created, written, owned, licensed, distributed, sold or marketed by Laserfiche or licensed or marketed under the Laserfiche® trademark. B. "Laserfiche LSAP" means an arurnal software maintenance agreement provided by Laserfiche without additional charge during the first year of the Agreement and known as a "Laserfiche Software Assurance Plan," or by its acronym "LSAP." The tenns and conditions of the LSAP are set f01th on Schedule F and incorporated by this reference. Laserfiche Ente,prise Software License and Professional Services Agreement Initials: )!k 5.E.a Packet Pg. 199 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. "Acceptance" means that the Laserfiche Software has petfonned substantially in confonnance with Laserfiche's Watrnnty for 30 days following installation of the Laserfiche Software. Licensee's failure to notify Laserfiche in writing of any discrepancies within 30 days of installation of the Laserfiche Software will constitute Licensee's Acceptance. Upon Licensee's Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the Laserfiche Software license fee consideration paid to Laserfiche, including the first year's LSAP maintenance agreement and the balance of any moneys due for the license of the Laserfiche Software, shall all become final and non-refundable. D. "Delivery of Sofhval'e" means the date that Laserfiche delivers to Licensee the Laserfiche Software described in Schedule A, which Laserfiche is agreeing to deliver and install at the locations shown on Schedule B to this Agreement. E. "Derivative Wol'k" means all software developed, created or written by or at the request ofLaserfiche or any subsidiary or affiliate of it, which is based on or incotporates the Licensed Software. Derivative Work shall include, without limitation express or implied, all translations, abridgments, condensation, improvements, updates, modifications, supplements, enhancements, or any other fotm or format in which the Licensed Software or the Documentation (as defined below) may be recast, transfonned, adapted or revised. Derivative Work shall also refer to any other software which the patties mutually designate in writing as a Derivative Work. F. "Documentation" means the cmTent versions of all manuals, toolkits, guides and other written instructions, including infotmation in computer readable format, published by Laserfiche and CU11'ently being used in connection with the Laserfiche Software, including all written addenda, supplements, additions, and modifications to the Documentation. G. "Wal'ranty" means the Laserfiche's Limited Watrnnty as set fotth in Section 9 of this Agreement. 2. Payment of License Fee fol' Lasel'fiche Sofhval'e License. Licensee will pay Laserfiche a license fee for the Laserfiche Software listed on Schedule A. All Laserfiche Software products shall be subject to the tenns, covenants, conditions, restrictions, disclaimers and limitations in this Agreement. The amount and terms of payment are shown on Schedule C. The payment of the softwme license fee by Licensee to Laserfiche shall become final and non-refundable upon Acceptance of the Laserfiche Software. Time is of the essence in regard to all payments due under this Agreement. 3, Pl'ofessional Services. Laserfiche will provide the particular consulting and software customization, development, integration and installation services (the "Services") which are specified in the Statement of Work attached as Schedule D, which may be amended from time to time by Laserjiche Enterprise Software License and Professional Services Agreement 2 Initials: Ji: 5.E.a Packet Pg. 200 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Supplemental Statements of Work. The Services shall be furnished subject to the following terms and conditions: A. Payment for Services (I) Fees, Price Protection. Licensee agrees to pay Laserfiche for the Services in accordance with the Fee Schedule set f01ih in the Statement of Work. The fees specified in the Statement of Work are the total fees and charges for the Services specifically described in this Agreement and the attached Schedules. If Licensee requires Services not specified on the Statement of Work or the attached Schedules, or if the scope of work changes, Laserfiche will provide such Services at Laserfiche's customary rates then in effect. Upon Licensee's Acceptance of all or any portion of the Services or Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the fees paid or owed to Laserfiche for the Services which Laserfiche has furnished before such Acceptance shall be final and non- refi.mdable. (2) Out-of-Pocket Expenses. Laserfiche shall be reimbursed for all reasonable out-of-pocket expenses as specified in the Statement of Work that are incurred in performance of the Services. Laserfiche shall obtain Licensee's written approval before incurring an expense which is not authorized by the Statement of Work, purchase order, or other writing signed by Licensee, and which exceeds $2,500, unless Laserfiche incurs the expense due to emergency or other unforeseen circumstances which delay Laserfiche's ability to obtain such approval, in which case Laserfiche will seek approval of the expense after the fact. Licensee shall approve all reasonable and necessary expenses incmTed by Laserfiche in performance of the Services within 10 days following Laserfiche's request for approval. Approval of expenses may be by email, fax or other communication confnmed in writing. B. Obligations of Laserfiche (1) Work on Licensee's Premises. Laserfiche's employees and agents will, whenever on Licensee's premises, obey all reasonable instrnctions and directions issued by Licensee. (2) Project Manager. The pmiies agree that the Project Manager listed on the Statement of Work is Laserfiche's senior representative and contact person with regard to the Services furnished to Licensee pursuant to this Agreement; and should this person no longer be active on Licensee's account or cease to be employed by Laserfiche for any reason, Laserfiche shall immediately designate a successor Project Manager reasonably acceptable to Licensee. (3) Consultations, Reports. Laserfiche shall make available Laserfiche's representative, who shall be mutually agreed upon by Laserfiche and Licensee, for monthly meetings to review the progress of all work under this Agreement. If requested by Licensee, Laserfiche also shall prepare and submit to Licensee each month a written Laserjiche Ente,prise Software License and Professional Services Agreement 3 Initials: }:,,;t 5.E.a Packet Pg. 201 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) rep01i setting f01ih the status of such work in a format to be mutually agreed upon by Laserfiche and Licensee as set f01ih in Schedule D or in a Supplemental Statement of Work (see Section 3.D below). C. Obligations of Licensee (I) Licensee agrees to make available to Laserfiche, upon reasonable notice, computer programs, data and documentation required by Laserfiche to complete the Services. (2) Project Manager. • Licensee shall designate its own Project Manager to be Licensee's senior representative and contact person with regard to the Services to be furnished to Licensee pursuant to this Agreement; and should this person no longer be active on the Laserfiche project or cease to be employed by Licensee for any reason, Licensee shall immediately designate a successor Project Manager reasonably acceptable to Laserfiche. D. Supplemental Statements of Work (I) In General. When requested by Licensee or required by a change in circumstances or the scope of services, the pmiies shall in good faith negotiate Supplemental Statements of Work ("Supplements"), each of which upon signing shall be deemed a pmi of this Agreement. The following provisions shall govern Supplements generally: a. Term. In the absence of an express provision for the duration or early tennination of a Supplement, each Supplement shall be te1minable in accordance with the provisions of this Agreement. b. Payment. Supplements may call for lump sum or periodic payment, or payment against perfomiance milestones, and for compensation based on time and materials or on a fixed price. c. Specifications. Supplements shall include written specifications for any computer programs and documentation to be furnished to Licensee. d. Costs of Negotiating. Unless otherwise agreed, each pmiy shall bear its respective costs relating to the negotiation of each Supplement. e. Other. Each Supplement may contain such additional terms and conditions as may be mutually agreed to by the parties, including by way of example and not limitation, automatic renewal terms, required supplementary documentation, fmiher specifications or the like. Laser.fiche Ente1prise Software License and Professional Services Agreement 4 Iuitials: .e)r 5.E.a Packet Pg. 202 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) (2) Installation and Testing. All computer software programs developed or provided pursuant to any Supplement shall be subject to Acceptance pursuant to the Acceptance procedures and practices described in Section 1.B of this Agreement. If any software developed by Laserfiche pursuant to any Supplement is not accepted, or if Licensee decides to terminate Services on the Supplement before Acceptance of the completed work, Licensee may terminate the Supplement without obligation to compensate Laserfiche for Services not yet provided as of the effective date of termination unless the Supplement provides for different payment terms on te1mination. However, Licensee shall nevertheless compensate Laserfiche for its Services provided prior to the effective date of termination. Upon Acceptance of the Laserfiche Software or Acceptance of the Services, all fees for the Services furnished before such Acceptance shall be final and non-refundable. E. Recruitment During the tenn of this Agreement and for six months thereafter, and except as limited by applicable law, Laserfiche and Licensee agree not to recruit the employees or full-time consultants ( or who were formerly employed or full-time consultants in the previous six months) of the other party unless written pe1mission is obtained from the other patty. If a party breaches this Section, the breaching party shall, within ten days of such breach, pay the non-breaching pmty liquidated damages in an amount equal to I 00% of the total salary or compensation paid by the non-breaching party to such cmTent or former employee or full-time consultant in the last twelve months of his or her employment or consulting work. The parties further agree that money damages may not be an adequate remedy for a breach by a patty of this Section and, therefore, in addition to any other legal or equitable remedies available to it, the non-breaching patty shall be entitled to obtain an injunction against such hiring and employment. F. Limited Wananty on Services Laserfiche watwnts the following with respect to Services performed: (I) Compliance with Specifications. Laserfiche's Services will substantially conform to the descriptions of the Services (including perfomiance capabilities, completeness, specifications, configurations, and function) set forth in the Statement of Work or any Supplemental Statements of Work. (2) Laserfiche Professionals. All Services provided by Laserfiche shall be performed in a professional manner by qualified persoll11el. Laserfiche personnel will observe mid comply with Licensee's security procedures, rules, regulations, policies, working hours and holiday schedules. In perfo1ming services at Licensee locations, Laserfiche personnel will use their best effo1ts to minimize any disruption to Licensee's normal business operations Laserfiche Enterprise Software License and Professional Services Agreement 5 Initials: /!;,k 5.E.a Packet Pg. 203 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) (3) Compliance with Specifications after Acceptance. For a period of 30 days after Acceptance of any Services, any custom software programs developed under this Agreement will operate substantially in confonnance with the specifications for such software. (4) Non-Infringement of Third Pmiy Rights. The Services will not violate or infringe upon the intellectual prope,ty rights of third parties, including their trade secrets, proprietary information, or trademark, copyright or patent rights. (5) Limitations. Laserfiche's liability for breach of any of the above warranties or for any damages resulting from a breach of warranty shall be strictly limited as set fmth in Section IO below ("LIMITATION OF LIABILITY AND DAMAGES"). 4, Installation, Training and LSAP. A. Laserfiche shall be responsible for installing the Laserfiche Software as shown on Schedule B to this Agreement. B. Laserfiche shall provide training to Licensee personnel as described on Schedule E to this Agreement. C. Laserfiche shall permit all Licensee personnel to attend scheduled training sessions at Laserfiche's offices in Long Beach, California at Laserfiche's customary charges. All Licensee personnel who attend training sessions shall be responsible for any travel, food, lodging or other out-of-pocket business expenses incmTed in attending the training session. D. Laserfiche shall provide ongoing LSAP suppmt to Licensee at the suppmt level, as more fully described on the Laserfiche Software Assurance Plan, attached as Schedule F to this Agreement. Licensee may select Premium LSAP for an additional charge. Unless othe1wise stated, LSAP suppmt services shall connnence for a one yem· tenn beginning with the Delivery of the Laserfiche Software for installation at Licensee's locations. Laserfiche shall also provide the VIP Suppmt, if any, described on Schedule F. The pmties recognize that the rollout of the Laserfiche Software for Licensee may present unique issues. Therefore, upon Licensee's request, Laserfiche will use its reasonable best effmts to expedite its responses to Licensee's requests for assistance to facilitate Licensee's Acceptance of the Laserfiche Software. E. Any additional Laserfiche Software, LSAP, or VIP Support products ordered for delivery more than one year following the initial Date of Delivery shall be charged by Laserfiche at its published retail price schedule, unless the parties agree to a different ente1prise price mrnngement. If Laserfiche and Licensee agree to a renewal of the LSAP, Laserfiche shall continue to supply the Laserfiche Software required by Licensee under the License Agreement for the number of users specified on Schedule A at no additional charge other than the LSAP charge. Notwithstanding the foregoing, Laserfiche shall be entitled to charge Licensee for new software components which provide additional software capabilities or which allow Licensee to increase the number of its users. Such charges for software shall be based on Laserfiche's Laserfiche Ente,pr;se So/hl'Ore License and Professional Services Agreement 6 Initials: _£};__ 5.E.a Packet Pg. 204 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) published prices for Laserfiche Software at the time additional software is acquired by Licensee, unless the parties agree to a different enterprise price. Additional charges for LSAP supp01i of an increased number of users or to cover new software components shall be based on Laserfiche's published prices for LSAP products, unless the paiiies agree to a different enterprise price. S. Grant of License. A. Description. Laserfiche grants Licensee a limited, non-exclusive, non- transferable license to use the Laserfiche Softwai·e described on Schedule A, subject to the te,ms and conditions of this Agreement and the License File which accompanies the Laserfiche Software. The Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs, and "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates on a single computer; and ( c) "Plug-in Software Modules" that can be added to the previously mentioned Software packages. If a separate, express license applies to paiiicular Laserfiche Software, such as tenns that accompany a software development kit, "demonstration" software provided only for demonstration, testing and feedback purposes or software designated for "application service provider" pmposes, those terms apply. Otherwise, this Agreement applies to the Laserfiche Software that is described in Schedule A and one or more License Files, which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Laserfiche Software, and are installed as part of the processing of downloading the Laserfiche Software. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Laserfiche Softwai·e subject to the terms and conditions of this Agreement and the License Files which accompany the Laserfiche Software. A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs and "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates on a single computer; (c) "Plug-in Software Modules" that can be added to the previously mentioned Software packages and/or ( d) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express license applies to pmiicular Laserfiche software, such as tenns that accompany a software development kit or Laserfiche software designated for "application service provider" pmposes, those te1ms apply. Othe1wise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software"), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as pmi of the processing of downloading the Software. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Software subject to the te1ms and conditions of this License Agreement and the License Files which accompany the Software. Lose1ftche E11te1prise Soflware License and Professional Services Agreement 7 Initials: ___Ql___ 5.E.a Packet Pg. 205 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. Limitations and Requirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date( s ), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single vitiual operating system environment ( the instance of the rnll11ing Server Software shall be refened to as the "Server"), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances") to multiple physical or vhiual operating system environments so long as those installations have continuous network access to a rull11ing instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single vhiual operating system envit'onrnent. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable Liceuse File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquh-ing a license to the Laserfiche Rio product. IfLaserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. v. If a License File indicates that the Software includes "named user connections," the named user connections may be allocated to specific individuals or devices at the choice of Licensee. When a named user connection is allocated to a specific individual person's Laserfiche or external directo1y account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two types of named user coll11ections -named user coll11ections capable of modifying a database governed by the Server (referred to as "Named Full User" connections and listed in the License File as "named read-write objects") and named user coll11ections capable of only read-only access (referred to as "Named Retrieval" coll11ections and listed in the License File as "named read-only objects"). Only the maximum number of each type of named user connection listed in the applicable License File may be Laserfiche Ente1prise Software License and Professional Services Agreement 8 Initials: ~ 5.E.a Packet Pg. 206 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) allocated to individuals or devices. Named user connections may not be routinely reallocated for the pmpose of lessening the number of named user connections required. v1. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections may be shared among individuals. There are two types of concurrent user connections -concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read-write users") and concurrent user connections capable of only read-only access (referred to as "Retrieval" connections and listed in the License File as "read-only users"). Once the maximum number of read-write or read-only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read-only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concunent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing"). v11. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read-only public po1tals"), which are intended to allow read-only access to the Server Software only nsing a Laserfiche application known as WebLink, then once the maximum number of Public Portal cmmections specified in the License File is reached, no additional Public Portal connections may be made nntil some Public Pmtal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to suppmt Public Pmtal access (listed as "read-only CPU limit"), then Public Portal cmmections may be made only if the physical or vhtual machh1e on which the Server Software is rnmtlng has the listed m1mber of CPUs or fewer. If neither a maximum number of Public Portal cmmections nor a maximum m1mber of CPUs for Public Pmtal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles=l" in the License File), all cmmections tln·ough WebLhlk will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. ix. If a License File lists an expiration date, the Software referenced in the License File may not be rnn after that date. x. If a License File specifies one or more languages, then the Laserfiche user interface may only be rnn in those languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third paities. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send Laserfiche Ente,prise Software License and Professional Services Agreement 9 Initials: k_ 5.E.a Packet Pg. 207 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) information about the Software and the device to Laserfiche. This infonnation may include the product key of the Sothvare, the internet protocol address of the device and infmmation derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this infonnation. xiii. Add-ons and additional features that the Software can suppmt may be used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user inte,faces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee shall be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users hereunder. Licensee may delegate responsibilities relating to customization to a third-pmty such as a reseller; however, it remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver ofliability in this section shall be in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii.If Software is furnished to Licensee with materials indicating that it is "Demonstration, " "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, testing and feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no wmrnnties or any other claims with regard to the Software's usability, reliability, perfonnance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for perfonning any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual prope1ty relating to any feedback it provides, for any purpose. Laserfiche's rights to the Lase1fiche Ente1prise Software License and Professional Sendces Agreement 10 Initials: }A 5.E.a Packet Pg. 208 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) feedback survive the termination of this License Agreement. C. Compatibility. Except as expressly warranted in the Documentation, Laserfiche does not wmrnnt the Laserfiche Software for any computer and operating system. Licensee shall be responsible for consulting with Laserfiche for information about compatibility. Licensee acknowledges and agrees that Laserfiche shall not have any responsibility or liability for any defect, problem or softwme enor which in any way results from or is attributable to any non- Laserfiche software, program, code, utility or application provided by Licensee, Laserfiche or any other third pmty provider. 6, Protection of Confidential Information. A. Each party may have access to infmmation that is confidential to the other pmty ("Confidential Information"). Laserfiche's Confidential Information shall include, but not be limited to, the Laserfiche Software, including the object code, source code, and Documentation, the terms of this Agreement and all referenced schedules, fmmulas, methods, know how, processes, designs new products, developmental work, derivative works, the terms and pricing under this Agreement, and any other information which is clearly identified in writing at the time of disclosure as confidential. During the te1m of this Agreement and for seven years following its tennination, and for such additional te1m as the Laserfiche Software remains Laserfiche's trade secret or Confidential Infmmation, Licensee shall not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in order to discover the Laserfiche Software source code or other trade secrets contained in the Laserfiche Software; or (b) utilize the Laserfiche Software, Documentation, or the Confidential Information, either directly or indirectly, to sell, market or distribute any software product which competes with the Laserfiche Software; or (c) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Laserfiche Software; or ( d) publish the Laserfiche Software for others to copy; or ( e) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to conve1t, any end user of the Laserfiche Softwm·e to a software product which competes with the Laserfiche Software; or (f) remove any product identification, copyright legend or other notices from the Laserfiche Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Laserfiche Software claimed by Laserfiche or third parties identified in the Laserfiche Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications, additions, or deletions me strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Laserfiche Software B. Licensee's Confidential Information shall include, but not be limited to, its trade secrets, methods, processes, procedures, fmmulas, know-how, designs, new products, developmental work, marketing requirements, marketing plans, customer nmnes and data, prospective customer names and data, the terms of this Agreement and all referenced schedules, and any other infmmation clearly identified in writing at the time of disclosure as confidential. laserjiche Ente1prise Software License and Prafessfonal Services Agreement l l '/! Initials: ___k__ 5.E.a Packet Pg. 209 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. Confidential Information also includes all information received from third pmties that either party is obligated to treat as confidential and all verbally-disclosed information that is identified by either party as confidential, provided that any unwritten confidential information is subsequently (within 30 days of disclosure) confirmed to be confidential by a written memorandum describing the information furnished, claiming the infmmation to be confidential, and describing the circumstances under which it was furnished. D. Confidential Inf01mation shall not include infonnation that: (i) was in the other pmty's lawful possession before its disclosure and was not obtained, directly or indirectly, as a result of a breach of confidentiality or violation of law by any non-party to this Agreement; or (ii) is or becomes a part of the public domain through no wrongful or illegal act or omission of the other party or of any non-party who breached a duty of confidentiality by placing the Confidential Information in the public domain; or (iii) is lawfully disclosed to the other pmty by a non-pmty without restriction on disclosure; or (iv) is independently and lawfully developed by the other pmty without use of or reference to the other party's Confidential Information or breach of this Agreement. In addition, this section shall not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, if pennitted by law, the responding pmty shall first have used reasonable effo1ts to provide notice to the other pmty of such a request or order, in order to pe1mit such other party to oppose such disclosure or to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. E. The pmties shall not, unless required by law, make each other's Confidential Information available in any form to any third pmty ( except each pmty's respective legal, tax, and accounting advisors. and except persons who have a need to know such Confidential Infonnation for perfonnance by Laserfiche or Licensee under this Agreement) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Except as set fo1th above, Licensee shall not disclose the results of any Acceptm1ce tests results or findings without Laserfiche's prior written approval. Each pmty agrees to take all reasonable steps to ensure that Confidential Inf01mation is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during and for seven years after the termination of this Agreement or until such Confidential Infmmation is no longer confidential. Each pmty acknowledges and agrees that, because of the unique nature of Confidential Info1mation, there can be no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching pmty shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it 1night have at law or under this Agreement. F. The exchanged Confidential Info1mation shall remain the prope1ty of the party disclosing such Confidential Information, and upon request, except where provided expressly to the contrary herein, the receiving pmty will return all Confidential Information received in Laserfiche Ente1prise Software License and Professional Services Agreement 12 Initials: __l)_}s___ 5.E.a Packet Pg. 210 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) tangible form to the disclosing pmty, or at the disclosing party's option, destroy all such Confidential Infonnation and ce11ify such destruction to the disclosing pmty. 7. Ownership of Data and Works; Copyright. A Ownership. The Laserfiche Software is licensed and not sold. Laserfiche shall retain ownership of, and title to, the Laserfiche Software and Documentation (including all adaptations, derivative works or copies). Licensee agrees that Laserfiche is the owner of all rights, title and interest in all computer programs that comprise the Laserfiche Software, including any source code, object code, derivative works, enhancements and modifications, all files, including input and output materials, all Documentation related to such computer programs and files, all media upon which any such computer programs, files and documentation me located (including tapes, disks and other storage media) and all related material that are used by, developed for, or paid for by Licensee in collllection with the pe1formance of any Services provided by Laserfiche. Licensee is acquiring the license under the terms described in this Agreement and the License File(s) described in Section 5.A above, and Licensee acquires no other rights. B. Proprietmy Rights. The Laserfiche Software and the Documentation are protected by United States and other international copyright laws, conventions and treaties. Licensee agrees that all copyrights and other proprietary rights in computer programs, files, Documentation, and related materials that m·e paid for by Licensee or developed by Laserfiche in collllection with this Agreement are owned by Laserfiche, and Licensee hereby assigns to Laserfiche all right, title and interest in such copyrights and other proprietmy rights. 8. Other Restrictions. Licensee may not sublicense, assign, loan, duplicate, rent, lease, convey or othe1wise use, transfer, copy, translate, convert to m10ther progranuuing language, alter, modify, decompile, disassemble or reverse engineer the Laserfiche Software, in whole or in part, except as expressly permitted or authorized by this Agreement. Licensee shall not use or acquire any Laserfiche Softwme product from anyone other than Laserfiche or an authorized Laserfiche reseller and shall not use any illegal or unauthorized means to download, access or copy any Laserfiche Software product for any purpose whatsoever. Unless a separate license expressly authorizes a particular application or use of Laserfiche softwme, such as for "application service provider" purposes, all users of the Laserfiche Software must be employees of Licensee or independent contractors bound by contractual obligation to use the Laserfiche Software solely in the course of Licensee's business: all other uses of the Laserfiche Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, conunercial software hosting business or a scanning bureau, and (b) transfening, copying or other dissemination of the Laserfiche Software outside of the legal person that constitutes Licensee. Licensee shall strictly comply with the all United States laws regarding or governing the expm1 of teclmology. Laser.fiche Enterprise Soflware License and Professional Services Agreement 13 I ··I O+ mt ,a s: ~ 5.E.a Packet Pg. 211 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 9. LIMITED WARRANTY AND DISCLAIMER. A. Laserfiche wanants that the Laserfiche Software, as and when delivered to Licensee, will substantially confmm to the specifications set out in the Documentation. In addition, defective media, if any, will be replaced when it is returned postage or shipping prepaid to Laserfiche. The warranties on the Laserfiche Software shall continue in full force and effect for a period of thirty days after Licensee's Acceptance of the Laserfiche Software. B. Except as stated above, LASERFICHE LICENSES THE LASERFICHE SOFTWARE ON AN "AS IS" BASIS AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND. LASERFICHE DOES NOT WARRANT THE ERROR-FREE OPERATION OF THE LASERFICHE SOFTWARE. EXCEPT AS EXPRESSLY STATED ABOVE, LASERFICHE DISCLAIMS, TO THE FULLEST EXTENT PER1"1ITTED BYLAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, WITH RESPECT TO THE LASERFICHE SOFTWARE. LASERFICHE DOES NOT WARRANT THAT THE LASERFICHE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 10. LIMITATION OF LIABILITY AND DAMAGES. A. LASERFICHE'S LIABILITY FOR ANY DAMAGES OR INJURIES SUFFERED BY LICENSEE, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT THAT LICENSEE HAS ACTUALLY PAID TO LASERFICHE FOR THE DEFECTIVE OR NON- COMPLIANT LASERFICHE SOFTWARE COMPONENTS OR SERVICES WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSEE FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF AN EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS AGREEMENT MORE THAN ONE YEAR AFTER LICENSEE DISCOVERED OR SHOULD HA VE DISCOVERED THE FACTS WHICH GA VE RISE TO THE CAUSE OF ACTION. B. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR LICENSEE OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS Lase1:fiche Enterprise Software License and Professfonal Services Agreement 14 Initials: Lit 5.E.a Packet Pg. 212 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA, THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY EITHER PARTY OR BY ANY THIRD PARTY, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER EITHER PARTY OR ITS REPRESENTATIVES HA VE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. C. NOTWITHSTANDING THE FOREGOING, SECTIONS IOA AND l0B SHALL NOT APPLY TO THE LIABILITY OF EITHER PARTY TO INDEMNIFY THE OTHER AGAINST THIRD-PARTY CLAIMS ARISING OUT OF ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11. INSTEAD, THE FOLLOWING LIMITS SHALL APPLY TO THIRD-PARTY INDEMNITY CLAIMS: (1) IN THE CASE OF INDEMNITY CLAIMS AGAINST LASERFICHE, ITS MAXIMUM LIABILITY SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AGGREGATE CONTRACT PRICE SET FORTH IN SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND SERVICES, LESS (a) ALL AMOUNTS REMAINING UNPAID BY LICENSEE TO LASERFICHE AND (b) LESS ALL AMOUNTS REFUNDED OR CREDITED BY LASERFICHE TO LICENSEE. (2) IN THE CASE OF INDEMNITY CLAIMS AGAINST LICENSEE, ITS MAXIMUM LIABILITY SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE CONTRACT PRICE AS SET FORTH IN SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND SERVICES. (3) ADDITIONALLY, LICENSEE'S CONTRACTUAL OBLIGATION TO PAY TO LASERFICHE THE BALANCE OF THE CONTRACT PRICE OR FOR UNPAID INVOICES FOR LASERFICHE SOFTWARE, SERVICES, MAINTENANCE OR SUPPORT SHALL NOT BE LIMITED BY ANY LANGUAGE IN THIS OR ANY OTHER SECTION OF THIS AGREEMENT. D. IN RESPECT TO ALL THIRD-PARTY INDEMNITY CLAIMS, THE PARTY ENTITLED TO INDEMNITY SHALL ALSO BE ENTITLED TO RECOVER ALL AMOUNTS WHICH MAY BE PAYABLE UNDER THE OTHER PARTY'S APPLICABLE INSURANCE; AND NEITHER PARTY'S INSURANCE COMP ANY SHALL BE AN EXPRESS OR IMPLIED THIRD-PARTY BENEFICIARY OF ANY LIMITATION OF LIABILITY IN SECTION IO OF THIS AGREEMENT. E. THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LASERFICHE AND LICENSEE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT BE ABLE OR WILLING TO ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. Laserjiche Enterprise Soflware License and Professfonal Services Agreement 15 I .. I 1, . mtia s: v'\' 5.E.a Packet Pg. 213 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 11. Indemnification. A. Laserfiche shall indemnify and hold ham1less Licensee, and each of its employees, officers and directors, against all liabilities and expenses (including without limitation, reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other costs mising out of or relating to any final judgment or settlement which awards damages or injunctive relief to a third-party based on a finding that the Laserfiche Software infringed or misappropriated a patent, copyright, trademark or trade secret of a third pmiy. Laserfiche's indemnity obligation shall be limited as stated in Section 10.C(l). B. Licensee shall indemnify and hold harmless Laserfiche, and each of its employees, officers and directors, against all liabilities and expenses (including without limitation, reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other costs arising out of or relating to any claim related to Licensee's use of the Laserfiche Software in breach of this Agreement or the Laserfiche Software License Agreement or any other claim resulting from a misrepresentation or concealment, patent, trademark or copyright infringement, misappropriation or misuse of proprietary information, or violation of law. Licensee's indemnity obligation shall be limited as stated in Section 10.C(2). 12. Term and Termination of Agreement. A. Commencement and Renewal. This Agreement shall commence on the date set fo1ih above and shall remain in effect until tenninated according to its tenns. B. Termination. Either patiy, upon giving written notice to the other patiy, may tenninate this Agreement: (I) if either party breaches an obligation to pay moneys owed to the other, and fails to cure the non-payment within ten days written notice of non-payment; (2) if the other party breaches any non-monetary provision of this Agreement mid the breach is not remedied within thiliy days of the pruiy's receipt of written notice of the breach; provided, however, that if a breach cannot reasonably be remedied within thirty days of written notice, such breach shall be remedied as soon as reasonably possible thereafter, but in any event within ninety days of written notice; (3) if at any time after the commencement of the Services, Licensee, in its reasonable judgment, determines that such Services are inadequate, unsatisfactory, or substantially nonconfonning to the specifications, descriptions, or wmrnnties contained herein and the problem is not remedied within ninety days of the party's receipt of written notice describing the problem; or ( 4) at any time in the event the other patiy terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state Laser.fiche Ente1prise Software License and Professional Services Agreement 16 9' Initials: tif· 5.E.a Packet Pg. 214 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) statute, or becomes subject to direct control by a trustee, receiver or similar authority, that party shall immediately notify the other pm1y of its occmTence. C. Survival. Tennination of this Agreement shall not affect either party's obligation to pay for any products or services incurred before termination and shall not release the pm1ies from their respective contractual obligations incurred before termination including, without limitation, to protect the Confidential Prope11y of the other. 13. Notices. Notices shall be given in writing to the address stated at the end of this Agreement, or to such other address as either pm1y may substitute by written notice to the other. Any notice involving breach, termination, renewal, or non-renewal shall be personally delivered or sent by recognized overnight courier (such as Federal Express or DHL) or by ce11ified mail, postage pre-paid and return receipt requested, with a copy by email or fax. All other notices may be sent as stated above, or by either fax or email, with a copy by First Class Mail. All notices shall be deemed to have been given and received on the earlier of actual delivery ( except that faxes, emails and other notices received on a non-business day or after business hours will be deemed received on the next business day, according to the recipient's business calendar) or three (3) days from the date of postmark. A notice shall be valid, even if not fully compliant with the above procedures, if the party giving notice has complied with any means of transmission and can prove that the recipient actually received the notice. 14. General. A. If any provision of this Agreement is adjudicated or held to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions. B. This Agreement contains the sole and exclusive agreement between Laserfiche and Licensee relating to its subject matter. It shall not be modified or mnended in any way by any purchase order or other document issued by Licensee to Laserfiche. Any amendment or modification must be in writing and signed by both Laserfiche and Licensee. C. Laserfiche's resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche. D. This Agreement may not be transferred or assigned by Licensee without the prior written consent ofLaserfiche. Any permitted transfer or assigmnent of this Agreement shall be void unless and until the transferee or assignee agrees in writing to be bound by this terms of this Agreement. E. This Agreement shall be governed and construed by the laws of the State of California, without reference to that state's choice oflaw provisions. The pm1ies agree that the Laserfiche Enterprise Software License and Professional Services Agreement 17 5.E.a Packet Pg. 215 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) United National Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. F. Any suit, action or proceeding arising from or related to this Agreement or the rights or obligations of the patties under it, whether in contract, t011 or otherwise, shall be brought exclusively in the state and federal com1s located in Los Angeles County, California. All pai1ies consent and agree to the jurisdiction of the state of California, and consent and agree to venue for any such suits in the state and federal com1s located in Los Angeles County, California. G. Taxes. Except to the extent that Licensee has provided an exemption ce11ificate, direct pay permit or other such appropriate documentation, Laserfiche shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes, however designated, that al'e properly levied by any taxing authority upon the provision of the Laserfiche Software or the Se1vices, excluding, however, any state or local privilege or franchise taxes, or taxes based upon Laserfiche's net income. Also, Laserfiche and Licensee shall each bear sole responsibility for all taxes, assessments, and other ad valorem levies on each party's respective own personal prope11y. H. Force Majeure. Neither patty will be liable for any failure or delay in performance if the failure or delay is due to any war, riot, revolution, explosion or sabotage, casualty beyond the reasonable control of such pmty and its employees, change in government law, order or regulation. I. Export Restrictions. Licensee acknowledges that the Laserfiche Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Expo11 Administration Regulation. Licensee shall comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes, including but not limited to, the procurement ofrequired permits, certificates, approvals, and inspections in Licensee's perfonnance of this Agreement. In addition, Licensee must comply with applicable international exp011 laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-exp011, divert, transfer, or disclose, directly or indirectly, any Laserfiche Sofiwal'e or related technical information, document, or products to any countiy restricted by applicable expo11 laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Depm1ment and any other required governmental authority. J. U.S. Government Restricted Rights Notice. The Laserfiche Software is provided with restricted rights. Use, duplication or disclosure for or by the gover1llllent of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set f011h, as applicable: (i) in subpal'agraphs (a) tln-ough (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19; (ii) in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; or (iii) in Laserfiche Ente1prise Software license and Professional Services Agreement 18 Initials: sCA 5.E.a Packet Pg. 216 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user shall not remove or deface any restricted rights notice or other legal notice appearing in the Laserfiche Software or on any packaging or other media associated with the Laserfiche Software. The contractor/ manufach1rer is Compulink Management Center, Inc. dba Laserfiche, 3545 Long Beach Blvd., Long Beach, California. K. Captions. The captions used on this Agreement are for convenience only and shall not be a pait of this Agreement. L. Survival. The obligations of the paities set f01th in this Agreement shall survive its termination. Executed on ____ 2014 at Long Beach, California. Laserfiche: By: "£:,,;pvv, I Name & Title: I 1 H i,, Address: Telephone: Fax: Email: 3545 Long Beach Blvd Long Beach, CA 90807 (562) 998-1688 (562) 988-1886 info@laserfiche.com LICENSEE: City of Santa Martica By: Name & Title: v. e -----------~ Address: Telephone: Fax: Email: © 2011 -2014 Compulink Management Center, Inc. Laserfiche Enterprise Software License and Professional Services Agreement 19 Initials: x;"; 5.E.a Packet Pg. 217 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULES TO AGREEMENT SCHEDULE A -Description of Laserfiche Software components SCHEDULE B -Locations of Laserfiche Software installations SCHEDULE C-Terms of payment for Laserfiche Software SCHEDULE D -Description of Professional Services SCHEDULE E-Description of training of Licensee personnel SCHEDULE F -LSAP terms and conditions Laserficlze Ente,prise Software License and Professional Services Agreement 20 Initials: /tk 5.E.a Packet Pg. 218 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE A Description of Laserfiche Software Components 5.E.a Packet Pg. 219 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule A-Description of Laserfiche Software Components RIO Rio System {license Manager) 1 -. -----, i ENFPLSO Rio-User 50 I ------··------------- EAT Included Rio Adv. Audit Trail 1 EPM Included Rio E-mail 1 -- EPS Included Rio Snapshot 1 ----EWA Included Rio Web Access 1 -- EWF Included RiO Workflow 1 - EWM Included-RIO Watermark 1 --EWL RIO Weblink 1 ERM Rio-Records Management 1 PPM25 Rio PIiot P"Uhlic Portal -25 Concurre"ritTiSers 1 --- QC4 Lf Quick field Basic ~;;Ls__,1 ---------QC! Quick Fields Core 1 L___ ___ Quick Fields Ag.ent QFA 1 ---- IA Import Agent for Rio 1 SCO! Rio-Scan Connect 2 TK LF SDK l I ! ------ ! ", /v\(\y ',_?,,,:, Jq 5.E.a Packet Pg. 220 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE B Location of Laserfiche Software Installations 5.E.a Packet Pg. 221 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule B -Location of Laserfiche Software installations Software will be installed on servers located at the City of Santa Monica 5.E.a Packet Pg. 222 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE C Terms of Payment for Laserfiche Software 5.E.a Packet Pg. 223 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule C -Terms of Payment for Laserfiche Software Fees shall be paid according to the following schedule: 1. The total cost of $20,784 for first year's LSAP software maintenance and support at the execution of the Agreement; 2. The total cost of $27,765 for Laserfiche Rio software licensing upon the successful installation of all software components, including Rio version 9.x in the test environment as described in Exhibit 1, or within 90 days from contract execution, whichever comes first. 3. The total cost of $25,125 for all professional services upon project closeout and acceptance, as per Exhibit 1. 5.E.a Packet Pg. 224 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULED Description of Professional Services 5.E.a Packet Pg. 225 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULED -Description of Professional Services Please see Exhibit 1 to Santa Monica-Laserfiche Software License agreement: Rio Upgrade Scope of Work (pp 7 -14) 5.E.a Packet Pg. 226 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE E Description of Training of Licensee Personnel 5.E.a Packet Pg. 227 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE E-Description of Training of Licensee personnel Please see Exhibit 1 to Santa Monica-Laserfiche Software License agreement: Rio Upgrade Scope of Work, Stage 7: Stabilization, Knowledge Transfer, Hand Over, and Project Closeout (p13) 5.E.a Packet Pg. 228 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE F Laserfiche So~ware Assurance Plan (LSAP) 5.E.a Packet Pg. 229 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche® Software Assurance Plan (LSAP} PLEASE TAKE THE TIME TO READ THE FOLLOWING TERMS AND CONDITIONS OF THE LASERFICHE SOFTWARE ASSURANCE PLAN ("LSAP") BY WHICH COMPULINK MANAGEMENT CENTER, INC., DBA LASERFICHE ("LASERFICHE") WILL PROVIDE SERVICE, MAINTENANCE AND UPDATES FOR YOUR LASERFICHE SOFTWARE. THIS AGREEMENT IS BETWEEN YOU AND LASERFICHE. BY ACCEPTANCE OF THE LSAP, YOU AGREE TO ACCEPT ALL OF ITS TERMS AND CONDITIONS AS DESCRIBED IN THIS AGREEMENT. HERE ARE THE DETAILS OF YOUR LASERFICHE SOFTWARE ASSURANCE PLAN: Your Software. For purposes of this Agreement, the Laserfiche Software covered under this Agreement is described on the Laserfiche Product Registration Card which accompanied your purchase. What Your Laserfiche Software Assurance Plan Provides to You. Your Laserfiche Software Assurance Plan is designed to provide you with the software care and assistance you need to service and maintain your Laserfiche system and to provide you with the updates and "fixes" needed to keep your Laserfiche Software up and running. To accomplish these goals, the Laserfiche Software Assurance Plan provides the following benefits: • Hotline support and assistance to help you solve software problems promptly. Laserfiche technicians are trained to solve your problems by phone or email. By purchasing the Laserfiche Software Assurance Plan, you will be able to handle most, if not all, of the questions and any problems that may arise regarding operation of the software. • Feature enhancements to deliver increased productivity. From time to time, Laserfiche adds features and performance enhancements to an existing version of its software, which are known as "updates." Updates are enhancements to existing features, which are designed to improve performance and correct any problems discovered in the current version of your Laserfiche Software. LSAP subscribers receive all updates without charge. By way of example, under the LSAP there is no charge for an update of Laserfiche 8.3 to Laserfiche 9.0 or from Laserfiche 9.02 to Laserfiche 9.1. • 100% credit toward the purchase of new versions of Laserfiche. Laserfiche periodically publishes new product suites of its Software, which bundle new and exciting features not previously included in the subscriber's exiting product suite and make significant improvements in system design and architecture, all of which combine to improve performance and capability. Because of the many new features and performance enhancements, the new Laserfiche product suite may be priced higher than the subscriber's existing one. If an LSAP subscriber elects to replace its existing Laserfiche Software with a new Laserfiche product suite, the subscriber is entitled to credit 100% of the purchase price of its Page 1 of6 Laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 230 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) existing Laserfiche Software toward the purchase of the new Laserfiche product suite. Examples of new product suites would include a subscriber's transition from Laserfiche Team to Laserfiche Avante, or from Laserfiche Avante to Laserfiche Rio. Naturally, Laserfiche can only credit the price the LSAP subscriber actually paid for its current Laserfiche Software against the new product suite. Laserfiche does not credit the subscriber's annual LSAP payments or other interim purchases it may have paid for installation, training, upgrades, ancillary programs, additional professional services and consulting. • 24-hour FTP and web access to drivers and update files. LSAP subscribers receive free 24-hour FTP access to each new Laserfiche release, as well as updated drivers. By installing all updates and upgrades for your Laserfiche Software, you are assured the best possible performance. The Laserfiche Website also contains more support information and answers to frequently- asked questions. • Online Support Resources. Your staff receives access to the Laserfiche Support Site, where they'll find the detailed technical information that helps them optimize system performance and maximize uptime, as well as integrate your document repository with your organization's other line-of-business applications. • The latest hotfixes, updates and patches. These critical items ensure that your Laserfiche system continues to operate at peak efficiency. • Laserfiche user education programs. You will be updated regularly via our website about our extensive array of user education programs, including Regional Training sessions closer to you. All Premium LSAP subscribers will be entitled to preferred pricing and priority seating when they attend our user education programs and our annual Laserfiche Institute Conference. • Monthly newsletters and technical updates to keep you current on the latest system and records developments. LSAP subscribers receive monthly newsletters and technical bulletins to keep you informed on how to maximize the benefits of your Laserfiche Software • Preventative maintenance with optional on-site support. We offer additional on-site service and support plans to provide routine maintenance visits. Depending on the complexity and sophistication of your entire hardware and software needs, we may suggest a scheduled preventative maintenance program to eliminate cumulative problems that would otherwise go unnoticed by everyday users. We can also arrange for ongoing in-house training to improve the benefits of the Laserfiche system for current and new staff. Page 2 of6 laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 231 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Will Provide the Assistance You Need. Laserfiche will provide you with a telephone number and email address to contact us whenever you need assistance with your Laserfiche Software. To better assist your reseller in serving you, we suggest you do the following: • Prepare for the call. You should be prepared to describe any hardware on which your Laserfiche Software is installed, including the manufacturer's model numbers. • Explain your problem clearly. Let us know exactly what the error was; what you were doing immediately before the error occurred; whether by repeating the steps leading to the error, you encounter the same problem; the exact wording of any error message; and what efforts you have already taken to solve the problem. • Hours of support. The LSG Helpdesk is available on Monday through Friday from 6 AM to 6 PM Pacific Time. Online chat support is available Sunday through Friday from 6 PM to 6 PM Pacific Time (except between between 2 AM and 6 AM). Access to Laserfiche's knowledgebase articles, software downloads and the support forum is available 24/7. • Service Levels. With basic support, the LSG helpdesk guarantees a 4-hour response time, although more than 90% of calls are answered live and most issues are resolved on the first call. All support cases are logged in a case management system, assigned a unique case number and categorized according to severity and priority. Customers are able to subscribe to cases so that they are kept abreast of all work being done. The escalation path for support cases is LSG Helpdesk -> PSG Technical Engineer (the engineer who originally worked on the project)-> Laserfiche Technical Support-> Laserfiche 0A -> Laserfiche Development. There is a dedicated escalation team that manages cases through the escalation process and tracks all communications with the subscriber. • VIP Services. Any additional services that are not already included with your LSAP will be billed at Laserfiche's customary professional services rates, unless your agreement specifies a different rate. However, when your Laserfiche system is moved into production, most Laserfiche customers prefer to purchase a VIP Services package that offers a bundle of prepaid services hours at a discounted rate to avoid the need for a work order, purchase order, and invoice process for smaller items. You may renew your LSAP annually. Your LSAP commences on the date shown on your LSAP Product Registration Card, which Laserfiche has provided you, and your benefits continue for a year after the commencement date. Laserfiche believes that its Laserfiche Software Page 3 of 6 Laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 232 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Assurance Plan is an essential component of your system, and that the LSAP offers real value to the subscriber. Consequently, Laserfiche urges you to renew you LSAP annually. Laserfiche will contact you at least 30 days in advance of the expiration date of your LSAP to assist you in renewing your LSAP and thereby avoid any inadvertent gaps in coverage. You may transfer your Laserfiche Software Assurance Plan. You are entitled to transfer your LSAP to someone who purchases the computer hardware on which your entire Laserfiche Software is installed, provided that you strictly comply with all the conditions of this paragraph. To do so, you must notify us, in writing, of the name, address and telephone number of the proposed transferee. We will give you further information regarding how to give notice of transfer if you later seek to do so. In case of transfer of the LSAP, your transferee will be subject to all of the terms and conditions of this Agreement. However, please note that, if your transferee is outside of our service coverage, Laserfiche may charge a fee to provide if remote service responses are not available. If there is no authorized Laserfiche technician in the immediate vicinity of your transferee's place of business, Laserfiche may, in its sole and absolute discretion, refuse to authorize the transfer. No transfer will be valid unless approved by Laserfiche.in writing. LIMITED WARRANTY; DISCLAIMER. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE OBLIGATIONS OF LASERFICHE UNDER THE LASERFICHE SOFTWARE ASSURANCE PLAN, AND SUPERSEDES ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTIES AND PROMISES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. LASERFICHE DOES NOT WARRANT THE ERROR-FREE OPERATION OF LASERFICHE SOFTWARE. EXCEPT AS EXPRESSLY STATED ABOVE, LASERFICHE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SERVICES. LIMITATION OF LIABILITY AND DAMAGES. THE LIABILITY OF LASERFICHE AND ITS EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS AND RESELLERS (COLLECTIVELY, "REPRESENTATIVES") FOR ANY DAMAGES OR INJURIES SUFFERED BY YOU, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO LASERFICHE FOR THIS LSAP. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS LICENSE AGREEMENT MORE THAN ONE YEAR AFTER YOU KNEW OR SHOULD HAVE KNOWN OF THE FACTS WHICH GAVE RISE TO THE CAUSE OF ACTION. Page 4 of 6 Laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 233 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between Laserfiche and you. You acknowledge and agree that Laserfiche would not be able to provide this product on an economic basis without such limitations. OTHER TERMS AND CONDITIONS. Scope of Agreement. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions. This Agreement does not limit any rights that Laserfiche may have under trade secret, copyright, patent or other laws. Laserfiche's resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche. Limitation on Scope of Benefits. This Agreement extends only to original purchasers of the LSAP and to any transferee authorized by Laserfiche and who has complied with all transfer requirements of this Agreement. This Agreement extends only to the uses for which the Laserfiche Software was designed. Preventive maintenance is not included. Installation, deinstallation, or relocation services and operating supplies are not included. Services necessitated by alterations, additions or deletions, adjustments, or repairs by anyone other than Laserfiche or its authorized Representatives, and services which are necessary due to defects or problems in your hardware on non-Laserfiche Software specifically excluded. Laserfiche is not obligated to service or repair any system or component which has been damaged as a result of: (i) accident, misuse, neglect, failure to follow instructions for proper use, care or cleaning of your hardware or Laserfiche Software, (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, (iii) failure due to an external factor (fire, flood, failures or fluctuations of electrical power or air conditioning), (iv) abuse or excessive wear and tear, (v) the loading of software, software configurations or any data files, worms or viruses which may corrupt your Laserfiche Software, or (vi) the moving of your system from one geographic location to another or from one purchaser or entity to another. Assignment. Laserfiche reserves the right to assign its obligations to perform the terms and conditions of this Agreement to a qualified third party designated by Laserfiche. In that event, you agree to look solely to Laserfiche's designee for performance of Laserfiche's obligations under this Agreement. Exclusive Agreement. This Agreement contains the sole and exclusive agreement between you and Laserfiche relating to its subject matter. It shall not be modified or amended in any way by any purchase order or other document issued by you, but may be amended only by a writing signed by both you and Laserfiche and specifically referring to it. Additional Services. With regard to any services that are not within the scope of services under this Agreement, it will be within Laserfiche's discretion whether to perform the services, and, if Page 5 of 6 Laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 234 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) laserfiche elects to perform the services, the services will be subject to an additional charge to be paid by you. Important Notice. Before requesting services, it is your responsibility to back up the software and data on your system's hard disk drive and on any other storage device(s) in the system. Under no circumstances shall Laserfiche be responsible for any loss of any software or data. Force Majeure. laserfiche is not liable for any failure or delay in performance due to any cause beyond its control. In any event, if Laserfiche's ability to render repair services is impaired by you or circumstances beyond Laserfiche's control, laserfiche may terminate this Agreement. Law; Jurisdiction. This Agreement will be governed and construed by the laws of the State of California. The headings are for convenience only and are not to be used to interpret this Agreement. All disputes between you and Laserfiche shall be litigated in the state and federal courts located in Los Angeles County, California; and you consent to jurisdiction of the courts located in the State of California over all disputes between you and laserfiche. Contact Us. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write: laserfiche, 3545 long Beach Blvd., Long Beach, CA 90807, U.S.A. © 2013 Laserfiche Page 6 of 6 Laserfiche LSG Enterprise LSAP 2013.0604 5.E.a Packet Pg. 235 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT This Software Maintenance and Suppo1t Agreement ("Agreement") entered into on '-yvl())~ .J-J , 2014 ("Execution Date,,) by and between the City of Santa Monica, a municipal corporation, ("City") and Compulink Management Center, Inc., dba Laserfiche, a California corporation ("Laserfiche") is made with reference to the following: RECITALS A. Concun-ently with this Agreement, City and Laserfiche have entered into a Software License Agreement ("License Agreement") which is incorporated by reference. Pursuant to the License Agreement, the City has become the licensee of software developed by Laserfiche and listed in 1 (A), below. The parties intend by this Agreement for Laserfiche to provide technical software support to the City under the te1ms and conditions of the License Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: I. Maintenance and Support Service A. Laserfiche agrees to provide technical sofuvare support services necessary to remedy problems arising from any operational difficulties attributable to the following Sofuvare product(s) or under wa11·anty. Rio System (License Manager) Rio-User Included Rio Adv. Audit Trail Included Rio E-mail Included Rio Snapshot Included Rio Web Access Included Rio Workflow Included-RIO Wate1mark RIO Weblink Rio-Records Management Rio Pilot Public Po1tal -25 Concun-ent Users LF Quick Field Basic Quick Fields Core Quick Fields Agent Import Agent for Rio Rio-ScanConnect LFSDK B. Laser.fiche agrees to provide reasonable unlimited Help Desk phone support from 8:00 a.m. to 6:00 p.m. Pacific Time on weekdays except for major holidays. 5.E.a Packet Pg. 236 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. Laserfiche agrees to provide product updates and upgrades applicable to the City's specific version of the Software within the same operation environment to the products listed in 1 (A) at no additional cost. D. In the event that the City encounters an error and/or malfunction whereby the Software does not conform to the description in the Proposal or User's Manual, Laserfiche will respond in accordance with the following Priority Levels: (1) A Level "A" Priority shall mean and refer to a software error that renders the entire system inoperable. Laser.fiche shall assign resources within the first hour. Laserfiche shall continue to work on the problem tmtil the problem is resolved. Average resolution time shall be less than eight (8) hours. (2) A Level "B" Priority shall mean and refer to the detection of a software en·or for a system module whlch seriously impairs system operations, but does not render it "down." Laser:fiche shall assign resources within four (4) hours and continue to work on the problem until the problem is resolved. (3) A Level "C" Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next production software release or service pack. Generally completed within thlrty (30) days. (4) A Level "D" Priority shall mean and refer to "would likes" and minor problems that do not severely affect the operation of the system and generally will be incorporated in the next production of the software. Laserfiche reserves the right to determine "would like" relevance to the package and the schedule of the development and release of such items. 2. Proprietary Rights. City acknowledges and agrees that corrected Software and associated documentation remain the Property of the Laser.fiche and constitute a trade secret of said software licensor, except for City data. 3. Access to Data and Computer. City ~hall, at its own expense, provide VPN access as needed for Laser:fiche's use in providing support services. When necessary, Laserfiche shall have 24 hour/day, 7 days per week access to provide technical support services. 4. Term of Agreement. This Agreement shall be operative from when the City "goes live" with the software, for a period of one calendar year (365 days) thereafter. This Agreement may be renewed by the City at its sole option for additional one year terms. 5. Fees ancl Charges. The fee for the maintenance and suppo11 services provided for herein shall be $20,784 for the period of 10/01/13 -09/30/14, payable in advance. The fee shall remain fixed at that rate for the following two years (assuming no additional product is added), and thereafter shall not increase by more than 5% per year. 2 5.E.a Packet Pg. 237 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 6. Costs Not Included In This Contract. IfLaserfiche provides services to City outside the services contracted herein, City agrees to pay Laser.fiche at Laserfiche's then current standard rates for time and material, and h·avel expenses in an amotmt to be preapproved by City in advance in writing. 7. Services Not Covered. Laserfiche will not provide any additional services to the City during the term of this Agreement; including but not limited to: A. Laserfiche will not support application software that is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made available for ctm:ent operating systems. The City is responsible for maintaining compliance ·with the "industry standard" version of the relevant operating system. City should determine that an upgraded version of a component prui of the software product (Oracle for example) has been ce11ified prior to installation. B. Laserfiche is not responsible for loss of data due to lack of sufficient backup files. The City is responsible for following standard backup procedures to insure data integrity. C. Custom progrrunming or the development of specialized routines not associated with l(A), l(B), l(C), and l(D) are not covered under this Agreement. D. Data conversions and problems associated with data conversions ru·e not covered under this Agreement. Laserfiche will assist the City through the Help Desk for workstation installation only if other workstations ru·e already installed and working. The Help Desk will not install or upgrade server softwru·e or database client software on a "first" machine. E. Any services not covered in paragraph 6 above. 8. Insurance. The pruties agree that, throughout the term of this Agreement, Laserfiche must maintain all insurance as required ofLaserfiche by Section 11 of the pruiies' Software License Agreement; and they further agree that all te1ms and conditions of Section 11 of the Software License Agreement are incorporated herein in full by this reference. 9. Indemnification. A. During the period any p011ion of the Softwru·e is in transit or until successful installation, Laserfiche shall have sole responsibility for all risk of loss or damage to the Softwru·e. Laserfiche shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not lintited to, reasonable attorneys' fees, arising out of or resulting from the following: (i) Laser.fiche's negligent performance of or negligent failure to perform its obligations under this Agreement; (ii) ru·ising from the willful misconduct or the negligent acts, errors or omissions of Laser.fiche, its officers, agents, and employees in the performance of its services under this Agreement, including, but not limited to the installation of the So:ftwru·e and the training hereunder; and (iii) any patent, copyright and other infringement claim by any third party in connection with the Licensed Product. 3 5.E.a Packet Pg. 238 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. IfLaserfiche, or its officers, agents, or employees, are only partially at fault for a claim or loss for which the City seeks indemnity, then Laserfiche's indemnity liability shall be equitably apportioned to Laserfiche according to its pro-rata apportionment of fault for the acts or omissions resulting in the City's claim or loss. 10. Notices. All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. To City: To Laserfiche: City of Santa Monica 1685 Main Street, Room 105 Santa Monica, CA 90401 Attn: Jory Wolf, Chief Information Officer Compulink Management Center, Inc., dba Laserfiche 3545 Long Beach Blvd. Long Beach , CA 90807 Attn: Chuck Ban-ick 11. Costs of Litigation. If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attomeys' fees. The prevailing party's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attomeys in connection with the action. 12. Assignment. Laserfiche shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any atteiupt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer. 13. Termination. A. This Agreement may be terminated by either party at the end of its initial term or upon sixty (60) days prior written notice to the other party. 4 5.E.a Packet Pg. 239 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. This Agreement shall be tenninated without refund upon the City's default of the terms of the Software License Agreement. C. This Agreement may be terminated at any time by Laserfiche in the event of any failure on the part of City to pay the maintenance fee provided for hereunder after thirty (30) days notice that the maintenance fee is delinquent. 16. Delays. Laserfiche shall not be liable for any delay in performance directly or indirectly resulting from acts of City, its agents, employees or subcontractors, or causes beyond the control of Laserfiche, including, but not limited to, acts of God, acts of a public enemy, acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire, flood, epidemics, quarantine restrictions, strikes, civil commotions or revolution; freight embargoes; unusually severe weather condition; or default of Laserfiche's subcontractors or suppliers. 17. Entire Agreement. This Agreement, in addition to the Software License Agreement, constitutes the entire agreement of the parties and the terms and conditions stated herein supersede all prior agreements between the parties relating to the subject matter of this Agreement. 18. Modifications to Agreement. This Agreement may be amended by the pruties only by a written agreement between the parties and approved as to form by the City Attomey. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. Limited Warranty A. Laserfiche wruTants the Software Product shall be free from defects in materials and workmanship for three hundred si"Xty-five (365) calendar days commencing from system acceptance of the Softwru·e Product as set forth in the License Agreement. During this period, the Software Product is warranted to conform to the specifications set out in the product documentation and manuals, and in accordance with the Laserfiche support and maintenance plan known as a Laserfiche Software Assurance Plan ("LSAP"), a copy of which is attached as Schedule F to the Laserfiche End User License Agreement (EULA) and is incorporated by this reference. If or to the extent that the terms and conditions of this Agreement are inconsistent with those of the Laserfiche LSAP, this Agreement will govern the rights and obligations of the Pruties. B. The Software Products shall continue to perform in accordance with Laserfiche's most current documentation, which may be modified from time to time, so long as the City remains a subscriber to the Maintenance Agreement between the parties. 5 5.E.a Packet Pg. 240 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. There is no program code, other than as specified in Laserfiche's documentation, that will restrict the City's use of the Licensed Product upon payment in full. D. Any modification or enhancement of the Licensed Product shall satisfy the warranties and conditions set forth in this Section, so long as the City is a subscriber to the Maintenance Agreement between the parties. E. YEAR 2000 CERTIFICATION: Vendor wru.Tants that the Software Products shall be capable of performing all calculations, comparisons, sequencing, and other types of processing as they relate to calendar dates and date-related data before, during, and after the year 2000 without material en-or or degradation of performance. F. The Software Products will be free of any errors which severely affect the operation of the system or keep the system from production use. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: By:~,~ SARAH RMAN City Clerk APPROVED AS TO FORM: CITY OF SANTA MONICA a municipal corporation By ROD GOULD City Manager COMPULINK MANAGEMENT CENTER, INC., dba Laserfiche By: '£~ 10.pfah:~ Its: lL e t Q f o,o e,. rnk·1'u--i,,,__:) l 8-/vi ov,cIL. 2-o 14- 6 5.E.a Packet Pg. 241 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 1 SECOND MODIFICATION OF AGREEMENT NO. 9789 (CCS) This Second Modification of Agreement Number 9789 (CCS) (“Second Modifica- tion”), entered into as of _______________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Compulink Management Center, Inc., a corporation doing business as Laserfiche (LASERFICHE) is made with reference to the following: RECITALS A. On or about^^March 27, 2014, the City and LASERFICHE entered into Agree- ment Number 9789 (CCS) for software licenses and service (“Original Agree- ment”). B. On or about^^April 12, 2018, the City and LASERFICHE entered into a First Mod- ification of Agreement Number 9789 (CCS) (“First Modification”) which added licenses and additional services to be performed by LASERFICHE; and to increase the contract price to pay for those additional licenses and services. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.” C. The term of the Agreement is set to expire June 30, 2023. D. The City and LASERFICHE desire to modify the Agreement to extend the agree- ment term; and to increase the agreement price to pay for the additional term. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Origi- nal Agreement as follows: 1. The term of the Agreement shall be extended for an additional 12 months, from July 1, 2023, to June 30, 2024 (the Extension Term), unless terminated earlier as set forth in the Agreement or extended by the parties in writing. 2. The City will compensate LASERFICHE for services provided during the Extension Term in an amount not to exceed $1,250.00, as set forth in Exhibit A-1. 3. Exhibit A-1 is attached hereto incorporated herein by this reference. 4. Execution in Counterparts. This Second Modification may be executed in coun- terparts with the same effect as if both parties hereto had executed the same docu- ment. All counterparts shall be construed together and shall constitute a single modifi- cation. Any signature to this Second Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the par- ties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature). 5. Except as expressly modified by this Second Modification, all other terms and DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 6/28/2023 5.E.b Packet Pg. 242 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 2 conditions of the Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Second Modification as of the date and year first written above. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ DOUGLAS SLOAN City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ DAVID WHITE City Manager Compulink Management Center, Inc., DBA Laserfiche #306414 By: _______________________________ Wylie Strout, General Counsel DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 6/28/2023 6/28/2023 6/28/20236/29/2023 5.E.b Packet Pg. 243 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 3 Exhibit A-1 Laserfiche Quote for City of Santa Monica– LSSP Renewal 2023-2024 DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 5.E.b Packet Pg. 244 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) March 16, 2023 City of Santa Monica 1685 Main St. Room 110 Santa Monica, CA 90401 Re: Laserfiche Quote for City of Santa Monica– LSSP Renewal 2023-2024 Customer #: 17785 Renewal Date: 7/01/2023 Quote #: Budgetary Product Description Qty Price Total Price Laserfiche Software Support Plan (LSSP) ENF20B Rio Named Full User with Records Management 121 $177.10 $21,429.10 EPARB Rio Participant User with Records Management 300 $54.78 $16,434.00 QC1B Quick Fields Core Package 1 $1,000.00 $1,000.00 QC4B Quick Fields Basic Package 5 $500.00 $2,500.00 QFAB QF Agent 1 $2,000.00 $2,000.00 EDCSIB Integration with DocuSign 1 $300.00 $300.00 EPLS1B Public Portal for 1 Laserfiche Server 1 $9,000.00 $9,000.00 IAB Import Agent 1 $300.00 $300.00 SCX1B Scan Connect 2 $100.00 $200.00 TKB SDK 1 $750.00 $750.00 LSSP Total $53,913.10 Product Description Qty Price Total Price Subscription JEKCFB Subscription Full Rights Keyed Concurrent User 15 $83.33 $1,250.00 Subscription Total $1,250.00 Grand Total $55,163.10 N.B. All software, licenses, and documentation will be made available for download electronically through secure access to Laserfiche internal servers via FTP or HTTP protocol so that they WILL NOT be delivered or shipped on tangible media. LSSP Support covers defects in the core Laserfiche software. Billable services cover all non-support related issues. Laserfiche will do all of the necessary research to determine a support issue’s root cause. If the cause is not covered under LSSP Support, all future work related to the issue will be treated as a new billable services project. Not covered under LSSP Support are situations where something “breaks” as a result of a customer trying to change the system, or a customer needs Laserfiche’s consultation to better understand the system. VIP is a package that is used for non-core product support. The VIP package can be used for integration support, system migrations, and other non-core product support not exceeding 20 hours at one time. DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 5.E.b Packet Pg. 245 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Please remit purchase order or billing approval to: Kristen Petruzzelli Senior Customer Success Manager Laserfiche Consulting 562-988-1688 x 129 kristen.petruzzelli@laserfiche.com For billing inquiries and payment options please contact Ellen Castillo, x532, ecastillo@laserfiche.com. DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 5.E.b Packet Pg. 246 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 5.E.c Packet Pg. 247 Attachment: OAKS INITIATIVE FORM (2023) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 5.E.c Packet Pg. 248 Attachment: OAKS INITIATIVE FORM (2023) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)