HomeMy WebLinkAbout25E - AGMT - LASERFICHE UPGRADE AND MAINTENANCEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 17, 2014
TITLE:
AGREEMENT WITH COMPULINK
MANAGEMENT CENTER, INC. FOR DOCUMENT
MANAGEMENT SYSTEM UPGRADE AND
MAINTENANCE
CITY MA GER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Compulink
Management Center, Inc. for upgrade and maintenance of the City's Laserfiche Document
Management systems in an amount not to exceed $485,000 over three years, with the option for
two one -year renewals not to exceed $110,000 annually, subject to non - substantive changes
approved by the City Manager and City Attorney. Costs are inclusive of Laserfiche Rio software
licenses & professional services ($180,000), maintenance for the City and Police Department
($260,000) and scanning services ($45,000).
DISCUSSION
In 2002, after an evaluation of technology solutions, the Finance & Management Services
Agency recommended and the City Council authorized the execution of an agreement with
Compulink Management Center, Inc., for the implementation of the Laserfiche document
management system. Laserfiche is the market leader in municipal government document
management systems. Its system is in use in many other Orange County cities and throughout
the state and country.
According to a 2014 survey conducted by Info -Tech Research Group, Laserfiche scored high as
a leading product and is a leading vendor and trend setter within the industry. With the additional
new product offerings such as Workflow, Forms, Digital Signature and Laserfiche Mobile, they
are viewed as a valued partner for future initiatives and create innovation and efficiency.
The current Laserfiche system allows staff to electronically store, index, process, and retrieve
pertinent City records. It is in use in the Clerk of the Council's Office, Finance and Management
Services Agency, Public Works Agency, Community Development Agency, Housing Authority,
Planning and Building Agency, and Police Department. The system is integrated with the City's
financial, municipal utility services, business license tax, dog license, and GIS systems allowing
25E -1
Document Management System Upgrade and Maintenance
June 17, 2014
Page 2
access to related business documents and engineering drawings from the corresponding
business application systems.
In an effort to implement strategies within the Strategic Plan & follow guiding principles, such as
innovation & efficiency, the Finance & Management Services Agency strives to promote a
paperless environment and use technology to improve business processes. City departments
have experienced greater operational efficiency and improved customer service in the area of
document management. In addition, the system has also reduced physical document storage
space requirements and enhanced the City's records retention program.
Staff recommends upgrading the Laserfiche systems at City Hall to the Laserfiche Rio product
providing new features including workflow, forms, digital signatures, mobile apps, and enhanced
web browser access. Laserfiche Rio will provide tools to implement City Strategic Plan goals
involving innovation and efficiency by automating laborious and time - consuming business
processes, reducing processing time, adding control, and improving service delivery. The
agreement provides for annual software maintenance and support as well as scanning services
to continue the backfile scanning of the former Fire Department records that the City is
responsible for and scanning of other City records.
A Governance Committee has been formed to provide high -level guidance and direction to the
City's document management I business processes and to address related city strategic plan
goals. Projects that are currently on the list to review are:
• Public Records Act Requests
• RFCAICouncil Agenda Process
• Contracts Management
• Service Requests
FISCAL IMPACT
Funds are available in the Contract Services account (no. 10910145- 62300, $257,688) of the
Information Systems Strategic Plan Misc., and Computer Software account (no. 10910145-
66510, $122,221); Police Department Computer Systems (no. 01114425 - 62300, $93,531); and
Inmate Welfare Fund account (no. 02314475 - 62300, $11,560).
Carlos Rojas
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez SiZ
Executive Director
Finance and Management Services Agencyr
1
Exhibit 1: Laserfiche Enterprise Software License and Professional Services Agreement
25E -2
Laserfiche Enterprise Software License and
Professional Services Agreement
This Enterprise Software License and Professional Services Agreement ( "Agreement ")
entered into by and between Compulink Management Center, Inc., a California corporation
doing business as Laserfiche ( "Laserfiche "), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California, with its primary place of business at 20 Civic Center Plaza, Santa Ana, CA 92701
(referred 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® brand name. Licensee desires to acquire the Laserfiche Software
described in Schedule A (the "Laserfiche Software "), the professional services described in
Schedule D and Section 4 (the "Services "), training described in Schedule E, and scanning
services described in Schedule G of this Agreement.
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. 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 in this
Agreement, Laserfiche and Licensee agree as follows:
1. Term.
This Agreement commences on the date first written above and includes provisions with
various terms.
The teen of the software licenses purchased under this Agreement is perpetual and can only
be terminated in accordance with Section 14, below.
The term for purchasing software licenses, training, and professional services under this
Agreement is thirty -six (36) months during which the pricing and rates will be as described in
this Agreement. Thereafter, pricing and rates will be at Laserfiche's then - published rates or as
agreed upon by the parties.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -3
Page 1
The term for purchasing scanning services under this Agreement is thirty -six (36) months
during which the pricing and rates will be as described in this Agreement. License may renew
this provision for two (2) one (1) year renewals. Thereafter, pricing and rates will be at
Laserfiche's then - published rates or as agreed upon by the parties.
The term for maintenance and support, referred to as the Laserfiche Software Assurance Plan
( "LSAP "), will commence June 12, 2014, and continue for one (1) year. Thereafter, Licensee
may renew the LSAP for one year terms on June 12 of each year. The annual LSAP rates will
remain fixed during the first three (3) years and, thereafter, be subject to the increase limits set
forth in this Agreement. The option to renew will be exercised by Licensee's Executive Director
of the Finance and Management Services Agency or other authorized staff designated by
Licensee.
2. Definitions.
A. "Laserfiche Software" means 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
LaserficheO trademark. For purposes of this Agreement, "Laserfiche Software" is described in
Schedule A and includes all maintenance modifications to the Laserfiche Software provided to
licensees.
B. "LSAP" means the annual software maintenance agreement provided by
Laserfiche to Licensee and known as the "Laserfiche Software Assurance Plan," or by its
acronym "LSAP." All LSAP references in this Agreement shall refer to the LSAP "Basic" level
of coverage which is described in Schedule F, attached and incorporated by this reference.
C. "Acceptance" means that the Laserfiche Software has performed substantially in
conformance with Laserfiche's Warranty for 30 days following installation of the Laserfiche
Software. Licensee will conduct User Acceptance Testing (pursuant to Section 2.1) below) to
determine if the Laserfiche Software has performed in accordance with Laserfiche's Warranty.
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, together with
the purchase of the LSAP maintenance agreement and the balance of any moneys due for the
license of the Laserfiche Software, will all become final and non - refundable.
D. _ "User Acceptance Testing (UAT)" refers to the testing procedures used to
ensure that the Laserfiche Software solution reasonably satisfies Licensee's functional
requirements as set forth in the Scope of Work attached to this Agreement and that it complies
with Laserfiche's Warranty. User Acceptance Testing is intended to identify and expose defects
and bugs in the Laserfiche Software solution and to communicate all known issues to the
Laserfiche project team and ensure that all issues are addressed in an appropriate manner before
full implementation of the solution. During this stage of the project, Licensee should
exhaustively test the system. This testing should be done using a testing plan developed by
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -4
Page 2
Licensee and reviewed by Laserfiche's Professional Services Group ( "PSG "). The goals of UAT
are as follows:
• Goal # 1: Identify and resolve all non - core - product defects that have occurred during the
project's implementation process. For example, a Laserfiche workflow is accidently
configured to route a document to the wrong person.
Goal #2: Identify and resolve all core product defects that are relevant to Licensee's
particular implementation, but which may also affect other Laserfiche clients generally.
For example, a Laserfiche Workflow product causes an error when trying to connect to a
database, even though the product has been correctly configured during the project's
implementation process. If an immediate resolution is not possible, an appropriate work-
around may be implemented with Licensee's approval, which will not be refused
unreasonably.
• Goal #3: Ensure the system satisfies all material technical and business requirements
specified in the Scope of Work (SOW).
During the UAT phase of the project, it is especially important to identify defects
associated with Goal #1 and Goal #3, as these defects will not be covered by the Laserfiche
Software Assurance Plan (LSAP) after the project is completed.
Upon successful completion of the UAT, Licensee will sign a UAT form and will
schedule the installation or implementation in the production environment. Before moving past
the UAT phase of the project, Laserfiche PSG will require that Licensee give its written approval
to move the system into production, which will not be refused unreasonably. Once Licensee
approval is given, the project will unconditionally "close out" within 10 days after approval. If
Licensee does not respond in writing to Laserfiche's request for approval to move the system
into production within 10 days of Laserfiche's request, or Licensee does not reasonably refuse
such approval within the 10 -day period, Licensee will be the deemed to have approved moving
the system into production. After "close out," all new work not covered by the LSAP agreement
will be considered a new billable project.
E. Stabilization. This stage of the project occurs after the system or component has
started its production life following its Acceptance by Licensee. During this stage, one or more
members of the Laserfiche PSG implementation team will be directly available to Licensee to
help resolve all product issues (both core and non -core) that are identified in the production
environment (although no work will be done in other environments). Unless otherwise stated in
any SOW, the Stabilization stage will continue for 30 days following the commencement of the
production phase, at which point the project will be considered closed. Once closed, all new
work not expressly covered by LSAP will be considered a new billable project.
F. "Delivery of Software" means the date that Laserfiche delivers or makes
available to Licensee the Laserfiche Software described in Schedule A for installation at the
location(s) identified in Schedule B of this Agreement. Delivery of Software will be electronic
via download from Laserfiche's web or ftp site.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -5
Page 3
G. "Derivative Work" means all software developed, created or written by or at the
request of Laserfiche or any subsidiary or affiliate of it, which is based on or incorporates the
Licensed Software. Derivative Work will include, without limitation express or implied, all
translations, abridgments, condensation, improvements, updates, modifications, supplements,
enhancements, or any other form or format in which the Licensed Software or the
Documentation (as defined below) may be recast, transformed, adapted or revised. Derivative
Work will also refer to any other software which the parties mutually designate in writing as a
Derivative Work.
H. "Documentation" means the current versions of all manuals, toolkits, guides and
other written instructions, including information in computer readable format, published by
Laserfiche and currently being used in connection with the Laserfiche Software, including all
written addenda, supplements, additions, and modifications to the Documentation.
I. "Warranty" means the Laserfiche's Limited Warranty as set forth in Section I1
of this Agreement.
3. Pavment of License Fee for Laserfiche Software Licenses.
A. Laserfiche Software Licenses Purchased. Licensee will pay Laserfiche the
license fees for the Laserfiche Software Licenses Purchased specified in Schedule A.
B. Laserfiche Software License Purchase Option. Licensee will have the option
to purchase additional (optional) Laserfiche Software Licenses at the prices specified in the Price
Schedule listed in Schedule A for a period of thirty -six (36) months from the execution date of
this Agreement ( "Purchase Option ").
After the thirty -six (36) month Purchase Option term expires, Licensee may purchase
additional Software Licenses at Laserfiche's then published prices, unless the parties agree to
different prices at that time.
Additional Software License purchases will be ordered by way of a purchase order or
purchase communication referencing this Agreement from Licensee's Executive Director of
Finance and Management Services Agency or Licensee's other authorized designee to the
Laserfiche Account Representative assigned to Licensee.
C. Software Payment Terms. All Laserfiche Software products will be subject to
the terms, covenants, conditions, restrictions, disclaimers and limitations in this Agreement. The
payment terms are specified in Schedule C. The payment of the software license fee by Licensee
to Laserfiche will 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.
4. Professional Services.
Laserfiche will provide consulting, development, integration, installation, configuration,
custom training, and other implementation services (the "Services ") that are specified in any
Scope of Work document ( "SOW ") that may be attached to Schedule D and incorporated to this
Agreement by reference at any time during the term of this Agreement. The Services to be
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -6
Page 4
furnished and any SOW attached to this Agreement are subject to the following terms and
conditions:
A. Payment for Services
(1) VIP Professional Services. Laserfiche provides a VIP Professional
Services Pack that includes a designated number of pre -paid discounted Laserfiche
professional services hours as well as other special client benefits including admission to
the annual Laserfiche User Conference. VIP Service hours are most commonly utilized
to provide services that are not covered by LSAP as well as for small projects that come
up throughout the year.
Licensee will pay Laserfiche the amounts for the quantities of the VIP
Professional Services Pack(s) specified in Schedule D, Description of Professional
Services, for the June 12, 2014, - June 11, 2015, period. Licensee may use these hours as
it desires for Laserfiche professional services engagements with an associated SOW
totaling 40 hours or less. The VIP Professional Services Pack hours can fund Laserfiche
professional services including installation, configuration, custom training, consulting,
project management, and other implementation services involving the Laserfiche
solution. The term of each VIP Professional Services Pack purchased will be one (1) year
and will coincide with the annual LSAP maintenance term. Laserfiche will track
Licensee's VIP Professional Services hours used and provide usage and balance
information to Licensee upon request. Unused VIP Professional Services hours will
expire at the end of that year's term. Licensee is not required to purchase the VIP
Professional Services Pack but may do so in whole or fractional amounts with each year's
LSAP renewal.
(2) Fees, Price Protection. Laserfiche Professional Service hours provided
will be deducted from any available hours in Licensee's VIP Professional Services Pack
Hours bank. When Licensee's VIP Professional Services Pack hours have been
exhausted, Laserfiche Professional Services will be billed to Licensee on a Time and
Materials (T &M) basis of the actual hours worked at the Laserfiche Professional Services
Rates specified in Schedule D.
Laserfiche will make available Laserfiche Professional Services to Licensee at the
rates specified in Schedule D for a period of thirty -six (36) months from the execution
date of this Agreement. Thereafter, Professional Services rates will be at Laserfiche's
then - published rates or as agreed upon by the parties.
The fees specified in any SOW are the total fees and charges for the Services
specifically described in that SOW. If Licensee requires Services not specified in the
SOW, or if the scope of work changes, Laserfiche will provide such Services at the rates
specified in Schedule D, or, if after the term of this Agreement, at Laserfiche's then-
published rates. 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 will be final and non - refundable.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -7
Page 5
(3) Out -of- Pocket Expenses. Laserfiche will not charge travel - related
expenses or time for travel to and from Licensee's location in Santa Ana, California.
Licensee will reimburse Laserfiche for all other reasonable out -of- pocket expenses as
specified in the SOW that are incurred in performance of the Services. Laserfiche will
obtain Licensee's written approval before incurring an expense which is not authorized
by any SOW, 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 will approve all
reasonable and necessary expenses incurred by Laserfiche in performance of the Services
within 10 business days following Laserfiche's request for approval. Approval of
expenses may be by email, fax or other communication confirmed 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 instructions and directions issued
by Licensee.
(2) Project Manager. Laserfiche will assign a Project Manager for the work to
be provided in any SOW. The Project Manager will act as Laserfiche's representative
and contact person with regard to the Services furnished to Licensee pursuant to this
Agreement. Should this person no longer be active on Licensee's account or cease to be
employed by Laserfiche for any reason, Laserfiche will designate a successor Project
Manager reasonably acceptable to Licensee.
(3) Consultations, Reports. Laserfiche will make available Laserfiche's
representative, who will be mutually agreed upon by Laserfiche and Licensee, for
monthly meetings, either in person or by telephone conference, to review the progress of
all work under this Agreement. If requested by Licensee, Laserfiche will also prepare and
submit to Licensee each month a written report setting forth the status of such work in a
format to be mutually agreed upon by Laserfiche and Licensee.
C. Obligations of Licensee
(1) 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 will assign its own Project Manager to be
Licensee's 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 will
designate a successor Project Manager reasonably acceptable to Laserfiche.
D. SOWS
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -8
Page 6
(1) When requested by Licensee during the term of this Agreement, the
parties will in good faith negotiate and develop a Scope of Work document ( "SOW')
which, upon signing, will be attached to and incorporated to this Agreement by reference.
The following provisions will govern SOWS generally:
a. Term. In the absence of an express provision for the duration or
early termination of a SOW, each SOW will be terminable in accordance with the
provisions of this Agreement.
b. Payment. SOWs may specify their own payment terms but should
be based on the rates specified in Schedule D. In addition to Time and Materials
(T &M), payment terms may be lump sum, periodic payment, payment against
performance milestones, or a fixed price. If not specified, payment terms shall be
T &M. As described above, VIP Professional Service hours may be used to fund
SOWS.
c. Content. SOWS will include written specifications for the work to
be performed such as engagement goals and objective, requirements, time frame,
resources, estimated hours and / or cost, and any other information that helps
define the scope of the engagement. The content of the SOW will be flexible
based on the type and size of the engagement.
d. Costs of Negotiating. Each party will bear its respective costs
relating to the negotiation of each SOW.
e. Other. Each SOW may contain such additional terms and
conditions as may be mutually agreed to by the parties.
(2) Installation and Testing. All computer software programs developed or
provided pursuant to any SOW will be subject to Acceptance pursuant to the Acceptance
procedures and practices described in Section 2.1) of this Agreement. If any software
developed by Laserfiche pursuant to any SOW is not accepted, or if Licensee decides to
terminate Services of the SOW before Acceptance of the completed work, Licensee may
terminate the SOW without obligation to compensate Laserfiche for Services not yet
provided as of the effective date of termination unless the SOW provides for different
payment terms on termination. However, Licensee will nevertheless compensate
Laserfiche for its Services provided prior to the effective date of termination, based on
time and materials consistent with the rates agreed upon in the attached Schedules. Upon
Acceptance of the Laserfiche Software or Acceptance of the Services, all fees for the
Services furnished before such Acceptance will be final and non - refundable.
E. Recruitment
During the term of this Agreement and for six months thereafter, and except as limited by
applicable law, Laserfiche and Licensee agree not to recruit, hire of subcontract with 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 permission is obtained from the other
party. If a party breaches this Section, the breaching party will, within ten days of such breach,
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -9
Page 7
pay the non - breaching party liquidated damages in an amount equal to 100% of the total salary
or compensation paid by the non - breaching party to such current 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 party of this
Section and, therefore, in addition to any other legal or equitable remedies available to it, the
non - breaching party will be entitled to obtain an injunction against such hiring and employment.
F. Limited Warranty on Services
Laserfiche warrants the following with respect to Services performed:
(1) Compliance with Specifications. Laserfiche's Services will substantially
conform to the descriptions of the Services (including performance capabilities,
completeness, specifications, configurations, and function) set forth in any SOW.
(2) Laserfiche Professionals. All Services provided by Laserfiche will be
performed in a professional manner by qualified personnel. Laserfiche personnel will
observe and comply with Licensee's security procedures, rules, regulations, policies,
working hours and holiday schedules. In performing services at Licensee locations,
Laserfiche personnel will use their best efforts to minimize any disruption to Licensee's
normal business operations
(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 conformance with the specifications for such
software.
(4) Non - Infringement of Third Party Rights. The Services will not violate or
infringe upon the intellectual property 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 will be strictly limited
as set forth in Section 11 below ( "LIMITATION OF LIABILITY AND DAMAGES"),
5. Installation and Training.
A. Licensee will take the "ownership" role for installing the Laserfiche Software in
the locations described in Schedule B of this Agreement.
B. Laserfiche will provide training to Licensee personnel as described in Schedule E
of this Agreement.
C. Licensee personnel may attend scheduled training sessions at Laserfiche's offices
in Long Beach, California, at Laserfiche's published charges. All Licensee personnel who attend
training sessions will be responsible for any travel, food, lodging or other out -of- pocket business
expenses incurred in attending the training session.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -10
Page 8
6. Laserfiche Software Assurance Plan (LSAP).
A. Laserfiche will provide Licensee the Laserfiche Software Assurance Plan (LSAP)
as described in Schedule F, Laserfiche Software Assurance Plan, attached to this Agreement.
B. LSAP support services will commence beginning with the Delivery of Software
for installation at Licensee's locations. The parties 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 efforts to expedite its responses to Licensee's requests for
assistance to facilitate Licensee's Acceptance of the Laserfiche Software.
C. The LSAP fees charged for additional Software Licenses purchased under the
Purchase Option term of this Agreement (section 3.13) or beyond for the same Laserfiche
Software Component License(s) Licensee already owns at that time (e.g.: to increase quantity)
will be at the same rate(s) Licensee is already paying for said Software Component License(s)
LSAP during that LSAP maintenance year. This will provide consistent rates on LSAP invoices
for Software Licenses purchased at different times.
The LSAP fees charged for additional Software Licenses purchased under the Purchase
Option tern of this Agreement (section 3.13) in which Licensee does not already own said
Software Component License(s) will be at the rate(s) specified in the Laserfiche Price Schedule
listed in Schedule A for that LSAP maintenance year.
7. Grant of License.
Description. Laserfiche grants Licensee a limited, irrevocable, non - exclusive, non-
transferable license to use the Laserfiche Software described on Schedule A, subject to the terms
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 particular
Laserfiche Software, such as terms that accompany a software development kit, "demonstration"
software provided only for demonstration, testing and feedback purposes or software designated
for "application service provider" purposes, 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 Software subject to the terms and
conditions of this Agreement and the License Files which accompany the Laserfiche Software.
A. Limitations and Requirements.
(1) 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
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -11
Page 9
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.
(2) If a Rio product 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 virtual operating system environments so
long as those installations have continuous network access to a running 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 virtual operating system environment.
(3) The Server Software may only be operated with the database system(s)
(Microsoft SQL Server or Oracle) listed in the applicable License File. If no database
system is listed in a License File, then such Server Software may only be operated with
Microsoft SQL Server Express.
(44) 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 acquiring a license to the Laserfiche Rio product. If
Laserfiche Rio is being licensed, each running copy of the Server Software may host up
to the mnnber of databases listed in the License File.
(5) If a License File indicates that the Software includes "named user
connections," Licensee may allocate the named user connections to specific individuals
or devices at Licensee's discretion. When a named user connection is allocated to a
specific individual person's Laserfiche or external directory 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 connections — named user connections 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 connections
capable of only read -only access (referred to as "Named Retrieval" connections 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 allocated to
individuals or devices. Named user connections may not be routinely reallocated for the
purpose of lessening the number of named user connections required. A third type of
named user connection is available on a limited basis, which has all of the capabilities of
a Named Retrieval User connection, plus a limited set of additional read -write
capabilities, which are listed in the License File. This third type of connection is referred
to as "Restricted Named User" connection and is listed in the License File as
"RestrictedNamedUserLimit." The Restricted Named User Connection has the additional
capabilities listed in the License File in a section called "RestrictedUserFeatures." Only
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -12
Page 10
the maximum number of each type of named user connection listed in the applicable
License File may be allocated to individuals or devices. Named user connections may not
be routinely reallocated for the purpose of reducing the number of named user
connections required.
(6) 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 concurrent user connections required for individuals to access or otherwise
utilize Server services (sometimes called "multiplexing ").
(7) If a License File indicates that the Software lists a maximum number of
"Public Portal connections" (listed as "read -only public portals "), which are intended to
allow members of the public (referred to as "Public Users ") read -only access to the
Server Software only using a Laserfiche application known as WebLink, then once the
maximum number of Public Portal connections specified in the License File is reached,
no additional Public Portal connections may be made until some Public Portal
connections are closed. If the License File lists a maximum number of CPU sockets that
may be utilized to support Public Portal access (listed as "read -only CPU limit "), then
Public Portal connections may be made only if the physical or virtual machine on which
the Server Software is running has the listed number of CPUs or fewer. If neither a
maximum number of Public Portal connections nor a maximum number of CPUs for
Public Portal 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 connections through WebLink will
have the same security profile.
(8) Licensee may not install a version of the Server Software later than the
version listed in the applicable License File.
(9) If a License File lists an expiration date, the Software referenced in the
License File may not be run after that date.
(10) If a License File specifies one or more languages, then the Laserfiche user
interface may only be run in those languages.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -13
Page 11
(11) 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 parties.
(12) Activation associates the use of particular Software with a specific device.
This procedure is to prevent unlicensed use. During activation, the Software will send
information about the Software and the device to Laserfiche. This information may
include the product key of the Software, the internet protocol address of the device and
information derived from the hardware configuration of the device. By downloading and
using the Software, Licensee consents to the transmission of this information.
(13) Add -ons and additional features that the Software can support may be
used only when listed in a License File.
(14) 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.
(15) The Software may only be used as intended, according to the capabilities
made available through its various user interfaces and according to the Documentation.
(16) As between Laserfiche and Licensee, Licensee will be solely responsible
for configuring the Software and the databases to restrict access only to particular
individuals who are permitted users hereunder. Licensee may delegate responsibilities
relating to configuration to a third -party 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 or malfunction of 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 of liability in this section will be in
addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License
Agreement.
(17) 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, or 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 / or 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 before
or in conjunction with production use; (D) Laserfiche makes no warranties,
representations or any other claims with regard to the Software's usability, reliability,
performance, or overall quality; (E) Licensee will indemnify and defend Laserfiche
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -14
Page 12
against any claim, suit, damages or other losses, including attorney's fees and expenses,
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 performing any service or giving any advice, analysis, or feedback to, or
for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without
charge any suggestions, ideas, improvements and resulting intellectual property relating
to any feedback it provides, for any purpose. Laserfiche's rights to the feedback survive
the termination of this License Agreement.
(18) If the License File lists the Standard Forms feature, then the forms features
of Laserfiche may be used by Named Full Users. If the License File lists the Forms Portal
feature, then Public Users may submit forms that initiate a forms business process, but
Public Users may not participate in subsequent steps in the forms business processes, or
create or configure forms or forms business processes, or otherwise use the forms
features of Laserfiche. Named Retrieval Users and Restricted Named Users are defined
as Public Users for this purpose. If the License File lists the Forms Portal and
Authenticated Participants, then users designated as Authenticated Participants may
submit forms after authentication and may participate in forms business processes at steps
after the initial submission. However, Authenticated Participants may not create or
configure forms or forms business processes or otherwise use the forms features of
Laserfiche.
B. Compatibility. Except as expressly warranted in the Documentation, Laserfiche
does not warrant the Laserfiche Software for any computer and operating system. Licensee will
be responsible for consulting with Laserfiche for information about compatibility. Licensee
acknowledges and agrees that Laserfiche will not have any responsibility or liability for any
defect, problem or software error 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 party provider.
8. Protection of Confidential Information.
A. Each party may have access to information that is confidential to the other party
( "Confidential Information "). Laserfiche's Confidential Information will 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, formulas, 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 and that meets the criteria for non - disclosure under laws of the State
of California, including the California Public Records Act. During the term of this Agreement
and for seven years following its termination, and for such additional term as the Laserfiche
Software remains Laserfiche's trade secret or Confidential Information, Licensee will 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,
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -15
Page 13
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 convert, any end user of the Laserfiche Software 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 are 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 unless such disclosure is required under the laws of
the State of California, including the California Public Records Act.
B. Licensee's Confidential Information will include, but not be limited to, its trade
secrets, methods, processes, procedures, formulas, know -how, designs, new products,
developmental work, marketing requirements, marketing plans, customer names and data,
prospective customer names and data, the terms of this Agreement and all referenced schedules,
and any other information clearly identified in writing at the time of disclosure as confidential
and that meets the criteria for non - disclosure under laws of the State of California, including the
California Public Records Act.
C. Confidential Information also includes all information received from third parties
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 information to be confidential,
and describing the circumstances under which it was furnished.
D. Confidential Information will not include information that: (i) was in the other
party'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 party by
a non -party without restriction on disclosure; or (iv) is independently and lawfully developed by
the other party without use of or reference to the other party's Confidential Information or breach
of this Agreement. In addition, this section will 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 permitted by law, the
responding party will first have used reasonable efforts to provide notice to the other party of
such a request or order, in order to permit such other party to oppose such disclosure or to obtain
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -16
Page 14
a protective order requiring that the Confidential Information so disclosed be used only for the
proposes for which the order was issued.
E. The parties will not, unless required by law, make each other's Confidential
Information available in any form to any third party (except each party's respective legal, tax,
and accounting advisors, technology consultants, and other persons who have a reasonable need
to know such Confidential Information for performance 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 to persons described in the previous sentence, Licensee
will not disclose the results of any Acceptance tests results or findings without Laserfiche's prior
written approval. Each party agrees to take all reasonable steps to ensure that Confidential
Information 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
Information is no longer confidential. Each party acknowledges and agrees that, because of the
unique nature of Confidential Information, 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 party will be entitled to seek immediate injunctive
relief, in addition to whatever remedies it might have at law or under this Agreement.
F. The exchanged Confidential Information will remain the property of the party
disclosing such Confidential Information, and upon request, except where provided expressly to
the contrary herein, the receiving party will return all Confidential Information received in
tangible form to the disclosing party, or at the disclosing party's option, destroy all such
Confidential Information and certify such destruction to the disclosing party.
9. Ownership of Data and Works; Copvrieht.
A. Ownership. The Laserfiche Software is licensed and not sold. Laserfiche will
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 are
located (including tapes, disks and other storage media) and all related material that are used by,
developed for, or paid for by Licensee in connection with the performance 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 TA above, and Licensee acquires no
other rights. Licensee will retain ownership of, and title to, all content, data files, and similar
materials developed and stored by Licensee.
B. Proprietary 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 are paid for by Licensee or developed by Laserfiche in
connection with this Agreement are owned by Laserfiche, and Licensee hereby assigns to
Laserfiche Enterprise Software License and
professional Services Agreement
25E -17
Page 15
Laserfiche all right, title and interest in such copyrights and other proprietary rights. Licensee
may copy the Documentation solely for internal, reference purposes, as long as this Agreement is
in effect and the copy includes all trademark and copyright notices set forth on the
Documentation, and the use of such copy does not violate or breach any other term or provision
of this Agreement.
10. Other Restrictions.
Licensee may not sublicense, assign, loan, duplicate, rent, lease, convey or otherwise use,
transfer, copy, translate, convert to another programming 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 will not use or acquire any Laserfiche
Software product from anyone other than Laserfiche or an authorized Laserfiche reseller and will
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 software, 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, commercial software
hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the
Laserfiche Software outside of the legal person that constitutes Licensee. Licensee will strictly
comply with the all United States laws regarding or governing the export of technology.
11. LIMITED WARRANTY AND DISCLAIMER.
A. Laserfiche warrants that the Laserfiche Software, as and when delivered to
Licensee, will substantially conform 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 will 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 PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A 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.
12. LIMITATION OF LIABILITY AND DAMAGES.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -18
Page 16
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, WILL 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 HAVE DISCOVERED THE FACTS WHICH GAVE RISE TO THE CLAIM
OR CAUSE OF ACTION. NO RESELLER, VAR, DISTRIBUTOR OR OTHER THIRD
PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY WITHOUT
THE EXPRESS PRIOR WRITTEN APPROVAL OF LASERFICHE.
B. UNDER NO CIRCUMSTANCES WILL 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 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 HAVE
BEEN WARNED OF SUCH DAMAGES OR CLAIMS.
C. NOTWITHSTANDING THE FOREGOING, SECTIONS 12A AND 12B
WILL 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 13. INSTEAD, THE
FOLLOWING LIMITS WILL APPLY TO THIRD -PARTY INDEMNITY CLAIMS:
(1) IF AN INDEMNITY CLAIM IS MADE AGAINST LASERFICHE,
ITS MAXIMUM LIABILITY FOR THE CLAIM WILL 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) IF AN INDEMNITY CLAIM IS MADE AGAINST LICENSEE, ITS
MAXIMUM LIABILITY FOR TH CLAIM WILL NOT, UNDER ANY
CIRCUMSTANCES, EXCEED THE CONTRACT PRICE AS SET FORTH IN
Lase�fiche Enterprise Software License and
Professional Services Agreement
25E -19
Page 17
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 WILL 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 WILL ALSO BE ENTITLED TO RECOVER ALL
AMOUNTS WHICH MAY BE PAYABLE UNDER THE OTHER PARTY'S
APPLICABLE INSURANCE POLICIES; AND NEITHER PARTY'S INSURERS WILL
BE EXPRESS OR IMPLIED THIRD -PARTY BENEFICIARIES OF ANY LIMITATION
OF LIABILITY IN SECTION 12 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.
13. Indemnification.
A. Laserfiche will indemnify and hold harmless 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 arising out of or relating to (1) 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 party, and (2) personal
injuries and physical property damage caused by Laserfiche's negligence. Laserfiche's
indemnity obligation will be limited as stated in Section 12.C(1).
B. Licensee will 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 (1) 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, and (2)
personal injuries and physical property damage caused by Licensee's negligence. Licensee's
indemnity obligation will be limited as stated in Section 12.C(2).
14. Termination of Agreement.
A. Termination. Either party, upon giving written notice to the other party, may
terminate this Agreement:
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -20
Page 18
(1) 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
and the breach is not remedied within thirty days of the party'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 will be remedied as soon as reasonably possible
thereafter, but in any event within ninety days of written notice; or
(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 nonconforming to the specifications, descriptions, or warranties contained
herein and the problem is not remedied within ninety days of the party's receipt of written
notice describing the problem.
B. Survival. Termination of this Agreement will not affect either party's obligation
to pay for any products or services incurred before termination and will not release the parties
from their respective contractual obligations incurred before termination including, without
limitation, to protect the Confidential Property of the other.
15. Notices.
Notices must be given in writing to the address stated at the end of this Agreement, or to
such other address as either party may substitute by written notice to the other. Any notice
involving breach or termination, must be personally delivered or sent by recognized overnight
courier (such as Federal Express or DHL) or by certified 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 fax, email, or First Class Mail. All notices will 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 will 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.
16. Insurance.
Prior to undertaking performance of work under this Agreement, Laserfiche shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
A. Commercial General Liability Insurance. Laserfiche shall maintain commercial
general liability insurance which shall include, but not be limited to protection against claims
arising from bodily and personal injury, including death resulting there from and damage to
property, resulting from any act or occurrence arising out of Laserfiche's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -21
Page ]9
amount of One Million Dollars ($1,000,000) per occurrence. Such insurance shall (a) name
Licensee ( "the City "), its officers, employees, agents, volunteers, and representatives as
additional insured(s); (b) be primary and not contributory with respect to insurance or self -
insurance programs maintained by the City; and (c) contain standard separation of insureds
provisions.
B. Business Automobile Liability Insurance, or equivalent form, with a combined
single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance
shall include coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance: In accordance with the provisions of Section
3300 of the Labor Code, Laserfiche is required to be insured against liability for Workers'
Compensation or to undertake self - insurance. Prior to commencing the performance of the work
under this Agreement, Laserfiche agrees to obtain and maintain any employer's liability
insurance with limits not less than One Million Dollars ($1,000,000) per accident.
D. Professional Liability Insurance: If Laserfiche is or employs a licensed
professional such as an architect or engineer, Laserfiche is required to carry Professional
Liability (errors and omissions) insurance, with a combined single limit of not less than One
Million Dollars ($1,000,000) per claim.
E. The following requirements apply to the insurance to be provided by Laserfiche
pursuant to this section:
(1) Laserfiche shall maintain all insurance required above in full force and
effect for the entire period covered by this agreement.
(2) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(3) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without thirty (30) days
prior written notice to the City.
F. If Laserfiche fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not affect Laserfiche's right to be paid for its
time and materials expended prior to notification of termination. Laserfiche waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
17. General.
A. Severability. If any provision of this Agreement is adjudicated or held to be
unlawful, void, or unenforceable, that provision will be severed from this Agreement and will
not affect the validity and enforceability of any of its remaining provisions.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -22
Page 20
B. Supersedes Other Agreements. This Agreement contains the sole and exclusive
agreement between Laserfiche and Licensee relating to its subject matter. It will not be modified
or amended 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. No Authority. 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. Assignment. This Agreement may not be transferred or assigned by Licensee
without the prior written consent of Laserfiche. Any permitted transfer or assignment of this
Agreement will be void unless and until the transferee or assignee agrees in writing to be bound
by this terms of this Agreement.
E. Applicable Law. This Agreement will be governed and construed by the laws of
the State of California, without reference to that state's choice of law provisions. The parties
agree that the United Nations Convention on Contracts for the International Sale of Goods will
not apply to this Agreement.
F. Arbitration of Disputes. Any dispute, claim or controversy arising out of or
relating to any claim regarding the breach, termination, enforcement, interpretation or validity of
this Agreement will be determined by arbitration in the venue described in Section G below
before one arbitrator. The arbitrator must have substantial experience in the field of intellectual
property law, either as an attorney or as an arbitrator or judge, and possess a basic understanding
of software licensing. The arbitration shall be administered by JAMS pursuant to its
Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in
any court having jurisdiction. This clause will not preclude the parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction.
G. Venue. Any arbitration, suit, action or proceeding arising from or related to this
Agreement or the rights or obligations of the parties under it, whether in contract, tort or
otherwise, must be brought exclusively in the JAMS office in Los Angeles, California, if an
arbitrated dispute, or in the state and federal courts located in Los Angeles County, California.
All parties 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 courts located in Los Angeles County,
California.
H. Taxes. Except to the extent that Licensee has provided an exemption certificate,
direct pay permit or other such appropriate documentation, Laserfiche will add to each invoice
any sales, use, excise, value - added, gross receipts, services, consumption and other similar
transaction taxes, however designated, that are properly levied by any taxing authority upon the
provision of the Laserfiche Software or the Services, excluding, however, any state or local
privilege or franchise taxes, or taxes based upon Laserfiche's net income. Also, Laserfiche and
Licensee will each bear sole responsibility for all taxes, assessments, and other ad valorem levies
on each party's respective own personal property.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -23
Page 21
I. Force Maj eure. Neither party 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 party and its employees, change in government
law, order or regulation.
J. 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. Export Administration Regulation. Licensee must
comply with all applicable federal, state, county, and local laws, ordinances, regulations, and
codes, including but not limited to, the procurement of required permits, certificates, approvals,
and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply
with applicable international export 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- export, divert, transfer, or disclose, directly or indirectly, any Laserfiche
Software or related technical information, document, or products to any country restricted by
applicable export 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 Department and any other required governmental authority.
K. U.S. Government Restricted Rights Notice. The Laserfiche Software is provided
with restricted rights. Use, duplication or disclosure for or by the government of the United
States, including without limitation any of its agencies or instrumentalities, is subject to the
restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial
Computer Software Restricted Rights clause at FAR 52.227 -19; (ii) in subparagraph (c)(1)(ii) of
the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; or (iii) in
similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and
any end user may 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/ manufacturer is Compulink Management Center, Inc. dba
Laserfiche, 3545 Long Beach Blvd., Long Beach, California.
L. Captions. The captions used on this Agreement are for convenience only and will
not be a part of this Agreement.
M. Survival. The obligations of the parties set forth in this Agreement will survive
its termination.
N. This Agreement must be signed below and may be signed in counterpart and
delivered by fax, email as a PDF (Portable Document Format) file attachment, or other means
that displays the original or a copy of the signatures. Any subsequent amendments may be signed
and delivered in the same manner.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -24
Page 22
Executed on , 2014 at Long Beach, California.
COMPULINIS MANAGEMENT CENTER,
INC. ( "LASERFICHE ")
M
Name:
Title:
Address: 3545 Long Beach Blvd.
Long Beach, CA 90807
Telephone: (562)988 -1688
Fax: (562)988 -1886
Email: info @laserfiche.com
LICENSEE: CITY OF SANTA ANA
12
Name: David Cavazos
Title: City Manager
Address: 20 Civic Center Plaza
Santa Ana, CA 92701
Telephone: 714 -647 -5400
Fax: 714 - 647 -6956 (Clerk's Office)
Email mhuizar @santa - ana.org
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
City Attorney
® 2014 Compulink Management Center, Inc.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -25
Page 23
Schedule A - Laserfiche Software Purchased and Price Schedule
1. Laserfiche Software Licenses Purchased
The following table identifies the Laserfiche software licenses and first year's Laserfiche
Software Assurance Plan (LSAP) and VIP Professional Services Pack being purchased under the
terms of this agreement. This schedule includes the software components for upgrading
Licensee's existing Cleric (which includes Cleric, Finance, Treasury, CDA, and other
repositories) and Public Works Agency (PWA) Laserfiche United systems to a single Laserfiche
Rio system (referred to as the future "City" Laserfiche system). The upgrade cost includes a
trade -in credit of Licensee's past Laserfiche Clerk and PWA United software purchases.
The actual amount billed for LSAP shall be pro -rated with a start date of Delivery of Software
for an initial term that extends through June 11, 2015.
The schedule does not include Laserfiche Rio Software licenses for Licensee's Police
Department (PD). PD will continue to run its existing Laserfiche United system. Refer to
Schedule F for the Police Department's Laserfiche United LSAP renewal and VIP Service costs.
Product Description Qty Price Total
Laserfiche User Licenses
ENF02 LF Rio Named Full User w/ Forms 175 $660.00 $115,500.00
Laserfiche Portal Licenses
PPM25 LF Pilot Public Portal License (25 concurrent 1 $25,000.00 $25,000.00
connections)
EPFRM LF Forms Portal Add -On 1 $7,995.00 $7,995.00
QC1
for Bar Code, Real -Time Lookup, Zone -OCR,
Scripting)
Quick Fields Auto Stamp/ Redaction/ Bates
QC6 Num. 3 $500.00
SC05 LF ScanConnect 5 -pack 1 $660.00
$1,500.00
$660.00
Additional Tools
TK Laserfiche SDK (Software Development Kit) 1 $2,500.00
$2,500.00
LF Rio Software Subtotal
$173,155.00
Clerk and PWA LF United Software Past Purchase Trade -in Credit
($97,815.00)
LF Rio Software Total
$75,340.00
Laserfiche Software Assarance Plan (LSAP) and VIP Service
ENF02B LF Rio Named Full User w/ Fonns LSAP 175 $132.00
$23,100.00
PPM25B LF Pilot Public Portal License LSAP
EPFRMB LF Forms Portal Add -On LSAP
QC1B Quick Fields Core LSAP
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -26
$5,000.00
$1,599.00
$1,000.00
$5,000.00
$1,599.00
$4,000.00
Page 24
QC613
QF Auto Stamp/ Redaction/ Bates Num. LSAP
3 $100.00
$300.00
SC05B
LF ScanConnect 5 -pack
1 $132.00
$132.00
TKB
Laserfiche SDI{ LSAP
1 $750.00
$750.00
Laserfiche will provide Licensee a trade -in credit for past Laserfiche
PD software license
LF Rio LSAP Subtotal
$34,881.00
VIP
VIP Professional Services Pack (Up to 80 hours)
1 $12,000.00
$12,000.00
throuA June 11, 2015
Product Volume Discount Tier
License
Laserfiche Rio Upgrade
Total
$122,221.01
2. Price Schedule
The following tables identify the Laserfiche Software Catalog and prices that Licensee may
optionally purchase additional Laserfiche Software licenses during the Laserfiche Software
License Purchase Option term pursuant to section 33 of this agreement.
Laserfiche will provide Licensee a trade -in credit for past Laserfiche
PD software license
purchases toward the purchase of Laserfiche Rio licenses should Licensee choose to upgrade the
Police Department (PD) system from Laserfiche United to Laserfiche Rio in the future.
Laserfiche Rio
Product Volume Discount Tier
License
LSAP
Total
Unit
Cost
LfRio Named Fall Users with Fornns.for MS SQL
ENFO1 100 -174 Named Full User System
$770.00
$154.00
$924.00
ENF02 175 -499 Named Full User System
$660.00
$132.00
$792.00
ENF05 500 -999 Named Full User System
$550.00
$110.00
$660.00
ENF10 1,000 -1,499 Named Full User System
$440.00
$88.00
$528.00
ENF15 1,500 -1,999 Named Full User System
$385.00
$77.00
$462.00
Lf Rio Named Retrieval Users. for MS SQL
ENR2 200 -999 Named Retrieval User System
$200.00
$40.00
$240.00
ENR10 999 -9,999 Named Retrieval User System
$100.00
$20.00
$120.00
Product Description
License
LSAP
Total `
Unit Cost
LfRio Portal Licenses
EPFRM LF Forms Portal
$7,995.00
$1,599.00
$9,594.00
EPFRMX LF Enterprise Forms Portal
$24,000.00
$4,800.00
$28,800.00
PPM25 LF Pilot Public Portal
$25,000.00
$5,000.00
$30,000.00
PPX LF Public Portal
$45,000.00
$9,000.00
$54,000.00
PPX2 LF Public Portal for dual CPU machine
$50,000.00
$10,000.00
$60,000.00
PPMX LF Public Portal for multiprocessor machine
$75,000.00
$15,000.00
$90,000.00
EPPMX LF Enterprise Public Portal
$225,000.00
$45,000.00
$270,000.00
LfRio Capture Tools
QC5 LF Quick Fields
$595.00
$120.00
$715.00
QC4 LF Quick Fields Basic
$2,500.00
$500.00
$3,000.00
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -27
Page 25
QCl
LF Quick Fields Core
$5,000.00
$1,000.00
$6,000.00
QC2
LF Quick Fields Classify
$7,500.00
$1,500.00
$9,000.00
QC3
LF Quick Fields Context
$10,000.00
$2,000.00
$12,000.00
QCX
LF Quick Fields Complete
$15,000.00
$3,000.00
$18,000.00
QFA
LF Quick Fields Agent
$10,000.00
$2,000.00
$12,000.00
IA
LF Import Agent
$1,500.00
$300.00
$1,800.00
SCOT
LF ScanConnect
$165.00
$33.00
$198.00
SC05
LF ScanConnect 5-pack
$660.00
$132.00
$792.00
SC10
LF ScanConnect 10 -pack
$915.00
$183.00
$1,098.00
Lf Rio Additional Components
Auto Stamp /Redaction /BatesNum.
$495.00
$127.63
PLUS1
Laserfiche Plus - 5 Seats
$10,000.00
$2,000.00
$12,000.00
PLUS2
Laserfiche Plus - 1 Seat
$3,800.00
$1,600.00
$5,400.00
TK
Laserfiche SDK
$2,500.00
$750.00
$3,250.00
Laserfiche
'Product Description License ' LSAP Total
Unit Cost
Lf United User
FX
Full User United
$750.00
$150.00
$900.00
RX
Retrieval User United
$300.00
$60.00
$360.00
Lf United
Portal Licenses
97830A
WebLink - Additional Repository
$1,250.00
$250.00
$1,500.00
Lf United
Capture Tools
QF
Lf Quick Fields
$595.00
$127.63
$722.63
QF -1
ScanConnect
$165.00
$33.00
$198.00
QF -1 -5
ScanConnect 5 pack
$660.00
$132.00
$792.00
QF -1 -10
ScanConnect 10 pack
$915.00
$183.00
$1,098.00
QF -6
Auto Stamp /Redaction /BatesNum.
$495.00
$127.63
$622.63
QF -9
Document Classification
$4,995.00
$1,276.28
$6,271.28
QF -10
Forms Alignment
$2,495.00
$500.00
$2,995.00
QF -I1
Optical Mark Recognition
$2,495.00
$500.00
$2,995.00
QF -14
Quick Fields Agent
$10,000.00
$2,000.00
$12,000.00
QF -15
Forms Identification
$2,495.00
$500.00
$2,995.00
QF -16
Forms Extractor
$2,495.00
$500.00
$2,995.00
QF -18
Quick Fields Scripting Kit
$595.00
$127.63
$722.63
QF -Cl
Forms Combo
$9,995.00
$2,000.00
$11,995.00
QF -C3
Zone OCR and Validation Package
$2,795.00
$560.00
$3,355.00
QF -C4
Barcode and Validation Package
$1,695.00
$340.00
$2,035.00
QF -05
Real -Time LookUp and Validation Package
$595.00
$120.00
$715.00
PI
Import Agent
$1,500.00
$300.00
$1,800.00
Lf United
Additional Components
TK
Laserfiche SDK
$2,500.00
$750.00
$3,250.00
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -28
Page 26
3. Temporary United Licenses
A. Clerk and Public Works.
With the purchase of Lasefiche Rio Software, Licensee will undertake a Laserfiche Rio
Migration project to migrate its existing Cleric and Public Works Agency (PWA) Laserfiche
United systems to Laserfiche Rio. The Clerk and PWA Laserfiche United systems are separate
systems on different versions of Laserfiche. They are integrated with several third -party and in-
house applications. The systems are working and being used in production in the course of
Licensee's business.
Laserfiche recognizes that Licensee must take care to minimize risk of disrupting existing
working systems during the migration to Rio. It will take considerable time, effort, and
resources to establish test environments, test, and migrate Licensee's Laserfiche repositories and
systems.
As such, Licensee will take a phased approach to implementing Rio which involves migrating
systems and repositories, one at a time. Licensee plans to migrate each of several repositories in
the Clerk system during the first phase. Licensee must also upgrade the PWA repository and
system to the same version as that of the Clerk system. Finally, Licensee will migrate the PWA
repository to Rio into the Cleric Rio system. The Clerk Rio system will then be referred to as the
"City" system.
During the transition and migration period, Licensee will need to test United version upgrade(s)
and Rio while running its United systems in production. Laserfiche shall grant licensee
permission to use its Laserfiche United and Rio systems concurrently during this transition and
migration period.
Laserfiche will provide Licensee temporary Laserfiche United licenses or extend Licensee's
existing United Licenses upon Licensee's request for the purpose of testing and upgrading its
existing United systems and running them concurrently during the migration to Rio as long as
Licensee is covered under any LSAP. The temporary license or extension will not exceed 12
months. During this period, Licensee may request subsequent temporary license extensions until
the Rio migration is complete.
B. Police Department.
Licensee's Police Department (PD) will continue running its existing Laserfiche United system.
Laserfiche will provide Licensee temporary Laserfiche United licenses upon request for the
purpose of testing Laserfiche version upgrades and / or system configuration changes as long as
Licensee is covered trader any LSAP. Temporary licenses will not exceed 12 months, but
Licensee may request subsequent temporary licenses when needed for upgrade and / or system
configuration changes.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -29
Page 27
Schedule B — Locations of Software Installations
All Laserfiche Software will be delivered electronically and installed on Licensee owned or
leased hardware at its on- premise data center or on Licensee's computer network infrastructure.
As required for the delivery of services and support, Laserfiche personnel may require remote
and possibly physical access to Licensee's computers on the network on which the Laserfiche
solution is to ran.
During certain phases of the project, remote access may be required outside of City of Santa
Ana's standard hours of operation.
In both cases, access will be requested in advance and scheduled with authorized City of Santa
Ana IT representative(s).
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -30
Page 28
Schedule C — Terms of Payment for Software and Services
1. Initial Software, VIP Service, and LSAP
The amount for Laserfiche Software Licenses Purchased, first year's LSAP, and VIP Professional
Services Pack, specified in Schedule A, for the Clerk / City system ($122,221.00), will be billed upon
Agreement execution.
The amount for the LSAP and fractional VIP Professional Services Pack for Licensee's Police
Department for the June 12, 2014 to June 11, 2015 term specified in Schedule F ($26,333.92) will be
billed upon Agreement execution.
Laserfiche should submit separate invoices for Clerk / City and Police Department billings.
2. Additional Software and LSAP
The amount for additional Laserfiche Software licenses purchased from the Laserfiche Price Schedule in
Schedule A under the Purchase Option term will be billed upon Delivery of Software for those additional
software licenses purchased.
LSAP renewals will be billed prior to the June 11 expiration for each annual renewal.
3. Professional Services
All professional services will be performed in accordance with any mutually accepted Scope of Work
document ( "SOW ") that may be attached to this Agreement and incorporated by reference.
Laserfiche Professional Service hours provided will be deducted from any available hours in Licensee's
VIP Professional Services Pack Hours bank. When Licensee's VIP Professional Services Pack hours have
been exhausted, Laserfiche Professional Services will be billed to Licensee on a Time and Materials
(T &M) basis of the actual hours worked at the Laserfiche Professional Services Rates specified in
Schedule D. Professional services and qualifying expenses are to be billed at a bi- weekly, or less frequent
(e.g.: monthly), frequency.
4. Scanning Services
Billing for scanning services will be based on actual items scanned using the Price Schedule specified in
Schedule G, Accullex Scanning Services.
5. Training
Laserfiche will provide the optional training identified in Schedule E.
Billing for online Laserfiche CPP training or Regional Training will be upon Licensee enrolling in the
training.
Billing for custom training will be on a Time & Materials basis or per the terms of the SOW.
6. Payment Terms
Licensee will make a good faith earnest effort to process Laserfiche invoices in a timely manner within 30
days of receipt. Payment terms shall be Net 45 days.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -31
Page 29
Schedule D — Description of Professional Services
Laserfiche professional services will be provided based on a Scope of Work ( "SOW ") that identifies the
services to be provided. Laserfiche and Licensee may develop SOW(s) at any time during the term of this
Agreement that, when mutually agreed upon, will be attached to and incorporate by reference to this
Agreement. Licensee's Executive Director of Finance and Management Services Agency, or an
authorized designee, shall have authority to establish SOWS with Laserfiche.
1. Laserfiche Professional Services Purchased
The following table identifies the Laserfiche VIP Professional Services Packs being purchased
under the terms of this agreement.
VIP VIP Professional Services Pack (Un to
June 11, 2015, for Clerk /
VIP VIP Professional Services Pack (Up to 80 hours) .5 $12,000.00 $6,000.00
through June 11, 2015, for Police Department
Total $18,000.00
2. Laserfiche Professional Services Rates
Professional services engagements with an associated SOW of 40 hours or less may be funded
by the VIP Professional Services Pack hours. When any Licensee VIP Professional Services
Pack Hours bank is exhausted, Laserfiche will charge the following rates for professional
services during the term of this Agreement.
Product -
Description
Hourly Rate
Laserfiche
Professional Services Rates
Install
Installation and configuration of Laserfiche related software
$187.50
components
Training
Onsite or Custom Training for all Laserfiche products except SDK
$187.50
Consult
Requirements analysis, solution design, Quick Fields, Business Process,
$187.50
Workflow, security, design, configuration, consulting, documentation
PM
Project management
$187.50
Program
Level I: programming performed by LF PSG Engineer
$250.00
Level 1I: programming performed by LF Development Engineer
$300.00
Level III: programming performed by LF Server Architect
$375.00
Travel
Travel to and from Licensee site
No Charge
Product Description Amount
VIP VIP Professional Services Pack (Up to 80 hours). $12,000.00
Pre -paid bank of hours for use of installation, configuration, training,
consulting, project management services and other implementation
services.
Laserfiche Enterprise Software License and
Professional Services Agreement Page 30
25E -32
Schedule E — Description of Training of Licensee Personnel
In order for users and administrators to establish baseline Laserfiche knowledge and skills,
Laserfiche has developed online, self -paced Laserfiche Certified Professionals Program (CPP)
courses. The successful completion of these courses has contributed to high rates of user
adoption and overall project success. Therefore, Laserfiche has provided recommendations for
courses by role of project participant. The cost for each CPP course, per user, is $100.00 with the
exception of ECM 101 which is offered at no charge. A valid Laserfiche Support Site account is
required to register for CPP courses. Licensee may optionally enroll its staff in any of these
courses or new ones that Laserfiche makes available.
Laserfiche Certified Professionals Program (CPP) Courses Available
Laserfiche Specialist
Laserfiche Administrator I
System Administrators / IT App Analysts Laserfiche Administrator II
Repository Architect
Troubleshooting
ECM 101
Project Managers Laserfiche Specialist
Repository Architect
Laserfiche Specialist
Super Users Capture
Capture Workflow
Business Process Management
End Users ECM 101
Laserfiche Specialist
Business Process Management
Application Developers Laserfiche Integrator I
Capture II
Capture Workflow
Licensee personnel may also enroll and attend scheduled training sessions at Laserfiche's offices
in Long Beach, California, at Laserfiche's published charges.
Licensee may also engage Laserfiche Professional Services for custom training per the SOW or
Supplemental SOWs.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -33
Page 31
Schedule F — LSAP Terms and Conditions
The following annual renewal costs have been detailed to align with the Laserfiche Rio Software
components identified in Schedule A and the existing Laserfiche United software components
currently licensed by Licensee's Police Department. The VIP Professional Services Pack is
shown in the schedule since its renewal term coincides with the LSAP term and would likely be
included at the same with subsequent LSAP renewals.
Laserfiche Rio LSAP Initial Term (Clerk and PWA - "City" Laserfiche System)
Product
Description
Qty
Price
Total
Laserfiche
Software Assurance Plan & VIP Renewal
ENF02B
LF Rio Named Full User w/ Forms LSAP
175
$132.00
$23,100.00
PPM25B
LF Pilot Public Portal License LSAP
1
$5,000.00
$5,000.00
EPFRMB
LF Forms Portal Add -On LSAP
1
$1,599.00
$1,599.00
QC1B
Quick Fields Core LSAP
4
$1,000.00
$4,000.00
QC6B
QF Auto Stamp/ Redaction/ Bates Num. LSAP
3
$100.00
$300.00
SC05B
LF ScanConnect 5 -pack
1
$132.00
$132.00
TKB
Laserfiche SDK LSAP
1
$750.00
$750.00
QF -913
QF -Doc. Classification LSAP
LF Rio LSAP Total
$34,881.00
VIP
VIP Professional Services Pack (Up to 80 hours)
1
$12,000.00
$12,000.00
$510.51
LF Rio LSAP and VIP Service Total
$46,881.00
Laserfiche United LSAP Renewal (Police Department Laserfiche System)
Product
Description
Qty,
; Price
Total
Laserfiche
Software Assurance Plan & VIP Renewal
97830UB
WebLink LSAP
1
$2,029.29
$2,029.29
97840UB
LF Plus Plug -in LSAP
1
$2,029.29
$2,029.29
97870UB
LF Standard Audit -Trail LSAP
1
$1,901.67
$1,901.67
FB
LF Full User LSAP
14
$147.40
$2,063.61
PMB
LF E -mail Plug -in LSAP
64
$0.00
$0.00
PSB
LF Snapshot LSAP
14
$0.00
$0.00
QF -3B
QF -Zone OCR LSAP
3
$638.14
$1,914.42
QF -913
QF -Doc. Classification LSAP
1
$1,276.28
$1,276.28
QFB
Quick Fields LSAP
4
$127.63
$510.51
RB
LF Retrieval User LSAP
50
$58.97
$2,948.47
S413
LF Enterprise Server LSAP
1
$5,360.38
$5,360.38
LF United
LSAP Renewal Total
$20,333.92
VIP
VIP Professional Services Pack (Up to 80 hours)
.5
$12,000.00
$6,000.00
LF United LSAP Renewal and VIP Service Total
$26.033.93
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -34
Page 32
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 TO LICENSEE FOR LASERFICHE
SOFTWARE. THIS AGREEMENT IS BETWEEN LICENSEE ( "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 in Schedule A of this Agreement or 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 existing 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
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -35
Page 33
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 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
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -36
Page 34
can also arrange for ongoing in -house training to improve the benefits of the
Laserfiche system for current and new staff.
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 Laserfiche 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 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 2 AM and 6 AM).
Access to Laserfiche's Imowledgebase articles, software downloads and the
support forum is available 24/7.
• Service Levels. 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 QA -> Laserfiche Development.
There is a dedicated escalation team that manages cases through the escalation
process and tracks all communications with the subscriber.
• Billable Services. Any services provided that are not covered under LSAP will
be billable either through consumption of VIP Professional Service hours, if any,
or at the professional services rates specified under the terns of this Agreement.
LSAP Term and Renewal. The LSAP for Laserfiche Software Licenses Purchased in
Schedule A commences on the Delivery of Software and continues through June 11, 2015. The
LSAP for existing Laserfiche United Software used by Licensee's Police Department will
commence on June 12, 2014, and continue through June 11, 2015. The annual LSAP coverage
period is June 12 — June 11 (one year tern), and the renewal date is June 12 annually.
Laserfiche EnEerprise Software License and
Professional Services Agreement
25E -37
Page 35
Laserfiche believes that LSAP is an essential component of Licensee's system, and that
LSAP offers real value to Licensee. Consequently, Laserfiche urges Licensee to renew its LSAP
annually.
Laserfiche will provide Licensee LSAP billing information for each upcoming renewal
period at least 30 days in advance of the LSAP expiration date for that year. Laserfiche will not
increase its LSAP fees during the first three (3) LSAP terms. Thereafter, Laserfiche shall not
increase its LSAP fees by more than the rate of the United States Consumer Price Index (CPI) as
published by the United States Department of Labor, Bureau of Labor Statistics
(htto: / /www.bls.gov /gpi), over its previous year's fees. Licensee will have the option to renew or
cancel the LSAP effective as of each annual renewal date.
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 terns 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
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -38
Page 36
EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY
PAID TO LASERFICHE FOR THIS LEAP. 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.
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. Laserfrche'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.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -39
Page 37
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
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.
2014 Laserfiche
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -40
Page 38
Schedule G — Accuflex Scanning Services
Licensee wishes to engage scanning services to scan of some of Licensee's records into
Licensee's Laserfiche system(s) on an "as needed" basis. Laserfiche will provide Licensee
scanning services under the terms of this Agreement through Laserfiche's affiliate, Accuflex
( "Accuflex ").
Accuflex is qualified and experienced in providing scanning services for Laserfiche Software
systems. Accuflex has been an affiliate of Laserfiche and has been providing scanning and
document conversion services since 1992. Accuflex staff has experience in high- volume
scanning, document merging, indexing, importing images, exporting images, performing quality
control, prep -work and post - scanning processes. Accuflex is capable of scanning Licensee's
documents which include multiple types of media and sizes including letter, legal, and
miscellaneous size paper documents, engineering drawings up to E size, microfilm, and
microfiche ( "Documents ").
1. Process Overview
The process for Licensee to engage Accuflex's scanning service is described below. It serves as
a guide but can be reasonably modified as agreeable by Licensee and Accuflex.
Licensee will prepare batch(es) of documents, drawings, microfilm rolls, and / or microfiche
sheets to be scanned by Accuflex. Licensee will notify Accuflex that batch(es) are ready for
scanning and will coordinate with Accuflex for either pick up at Licensee's offices in Santa Ana,
California, or delivery to Accuflex at their office in Long Beach, California.
As part of the batch preparation, Licensee will prepare a Batch Control Sheet for each batch. The
Batch Control Sheet will identify the following information about each batch.
Field
Description
Batch ID
A unique identifier assigned by Licensee that identifies the batch. The
Format is YYYYMMDDa where "YYYMMDD" is the batch creation
date and "a" is an alpha sequence suffix ensuring uniqueness in the
event of multiple batches for the same day or it could identify the type
of documents.
Document Type
The type of documents in the batch (i.e.: Drawings, Microfilm,
Microfiche, etc.).
Index Template
The name of the Laserfiche indexing template to be used.
Item Count
The number of items (pages, sheets, or rolls) in the batch.
Special Instructions
Any special instructions for scanning, indexing, or filing.
Pick Up Info
Date
The date that Accuflex picked up the batch.
Signature City
The signature of the Licensee representative providing the batch to
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -41
Page 39
Licensee and Accuflex will each keep a copy of each the batch cover sheet for each pickup /
delivery.
Accuflex will pre - process (if any), scan, index, quality - check, export in Laserfiche format (e.g.:
Exported Laserfiche Briefcase or Volume), and copy / burn to portable media (e.g.: USB drive,
memory card, or DVD) or load to a secured FTP site the batch(es) of documents, drawings,
microfilm rolls, and / or microfiche sheets per the requirements specified herein.
Accuflex will notify Licensee of completion of the scanning and coordinate with Licensee the
return of the batch(es) and delivery of the portable media of the scanned images or make those
scanned images available on a secured FTP site.
2. Document Preparation
Accuflex will perform the tasks necessary to prepare Documents for scanning such as removal of
staples, fasteners, clips, sorting of double- sided, single - sided, and mixed -size documents, etc.
3. Scanning
Accuflex will perform scanning of documents at Accuflex's location in Long Beach using
Accuflex's scanning equipment. Accuflex will set up and scan into a Laserfiche environment
that mimics Licensee's Laserfiche structure (e.g.: index template, folders, etc.). Documents
should be scanned straight, without skew, and with acceptable image quality.
4. Quality Control
After Accuflex scans and indexes Licensee's Documents, Accuflex will review the images and
metadata for quality and accuracy. Accuflex should compare the scanned images with the
physical Document(s) when necessary for the following.
1. Images should be as readable as the original Documents
2. Index field values should be accurate
3. Document names should be accurate
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -42
Page 40
Accuflex.
Signature Accuflex
The signature of the Accuflex representative picking up the batch from
Licensee.
Return Info
Date
The date that Accuflex returned the batch.
Signature City
The signature of the Licensee representative receiving the batch from
Accuflex.
Signature Accuflex
The signature of the Accuflex representative delivering the batch to
Licensee.
Licensee and Accuflex will each keep a copy of each the batch cover sheet for each pickup /
delivery.
Accuflex will pre - process (if any), scan, index, quality - check, export in Laserfiche format (e.g.:
Exported Laserfiche Briefcase or Volume), and copy / burn to portable media (e.g.: USB drive,
memory card, or DVD) or load to a secured FTP site the batch(es) of documents, drawings,
microfilm rolls, and / or microfiche sheets per the requirements specified herein.
Accuflex will notify Licensee of completion of the scanning and coordinate with Licensee the
return of the batch(es) and delivery of the portable media of the scanned images or make those
scanned images available on a secured FTP site.
2. Document Preparation
Accuflex will perform the tasks necessary to prepare Documents for scanning such as removal of
staples, fasteners, clips, sorting of double- sided, single - sided, and mixed -size documents, etc.
3. Scanning
Accuflex will perform scanning of documents at Accuflex's location in Long Beach using
Accuflex's scanning equipment. Accuflex will set up and scan into a Laserfiche environment
that mimics Licensee's Laserfiche structure (e.g.: index template, folders, etc.). Documents
should be scanned straight, without skew, and with acceptable image quality.
4. Quality Control
After Accuflex scans and indexes Licensee's Documents, Accuflex will review the images and
metadata for quality and accuracy. Accuflex should compare the scanned images with the
physical Document(s) when necessary for the following.
1. Images should be as readable as the original Documents
2. Index field values should be accurate
3. Document names should be accurate
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -42
Page 40
4. Folder and sub - folder names should be accurate
5. There should not be any missing pages
6. The page sequence should be correct
7. Pages should not be skewed by more than 2%
8. Page orientation should be correct
Accuflex will re -scan and / or re -index Documents that require correction prior to delivery to
Licensee. If scan and / or index quality is unacceptable (based on comparison of the original and
scanned image and any specific instructions verbal or written by the Licensee) after delivery to
Licensee, Accuflex will, at the option of Licensee, re -scan and / or re -index the unacceptable
scanned Document(s) at no charge.
5. Document Turn - Around
Licensee and Accuflex will coordinate batch sizes, so the scanning turn- around time will be
around 1 — 3 weeks. Longer turn- around time is acceptable if agreed upon by Licensee.
6. Access to Licensee Documents at Accuflex
Licensee may need to access Document(s) that are at Accuflex's office for scanning. In such a
case, Licensee will make a request to Accuflex by calling or emailing accuflex @laserfiche.com
requesting that Accuflex make available the desired Document(s) electronically (e.g.: via email,
FTP, or website). If Licensee identifies the request as urgent, Accuflex will make an earnest
effort to make available the Document(s) electronically within 4 business hours; otherwise,
Accuflex will make available the Document(s) electronically within 1 business day. If the
Document request is too large to make it electronically available, the Licensee is able to pick up
the physical files from Accuflex's Long Beach location or Accuflex will deliver requested files
to Licensee (additional Pickup /Drop Off fees will apply).
7. Laserfiche System Version Compatibility
The exported scanned images provided by Accuflex to Licensee should be compatible with the
version of Licensee's Laserfiche system in which it will be imported. Below is a list of
Licensee's current Laserfiche systems versions.
• Clerk (used for Fire Records) 9.0.2
• PWA 8.2.1
• PD 8.1.2
Licensee expects to upgrade some of its Laserfiche systems. Licensee will notify Accuflex of
Licensee's Laserfiche system versions and folder structure and template changes for which the
Accuflex scanning service is being used.
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -43
Page 41
8. Confidentiality
Documents provided by Licensee will be considered confidential. Only authorized Accuflex
personnel required for scanning / conversion will have access to records provided by Licensee,
and the purpose for such access will be solely for scanning / conversion.
9. Fire Records Microfilm and Microfiche Scanning Requirements
Licensee is required to maintain the former Santa Ana Fire Department (SAFD) records that
meet Licensee's retention policy prior to April, 2012, when SAFD was outsourced to the Orange
County Fire Authority (OCFA) ( "Fire Records "). A number of these records are stored on
microfilm and microfiche media. Licensee wishes to engage the scanning services of Accuflex
to scan these Fire Records into Licensee's Laserfiche system. The requirements stated herein are
based on meetings between Licensee and Accuflex and sample microfilm rolls and microfiche
sheets provided by Licensee to Accuflex.
A. Scan Settings.
• Accuflex will scan the images at 200 dots per inch (DPI) resolution unless Licensee
requests another setting.
• Licensee prefers the images be scanned in Black and White (B &W) format but Grayscale
should be used if necessary to attain acceptable quality for readability. Accuflex will
make this determination by reviewing the quality of the images.
B. Indexing.
A Laserfiche Index Template named "Fire" will be used for Fire Records with its Field
structure defined below (subject to change). Not all fields will be used for all document
types.
Field
Type
Document Type
List 20 List Values: Incident Reports, Property Info, HAZMAT / UST
Street Number
Char 20
Direction
List 2 List Values: N, S, E, W
Street Name
Char 40
Street Suffix
List 4 List Values below
Unit/Suite #
Char 8
Date
Date
Date Range
Char 21
Street Suffix List Values
The following abbreviations should be used for Street Suffix Field Values and in
Document Names where applicable. The list is available in the Sheet Suffix field List
drop -down.
Laserfiche Enterprise Software License and
Professional Services Agreement Page 42
25E -44
Ave
Blvd
Cir
Ct
Dr
G1
Lk
Ln
P1
Plz
Rd
St
Way
C. Type Case.
Metadata entry (indexing and document names) should be in mixed case where the first letter
of each word is capitalized and the remaining letters are in lower case.
D. Microfilm Rolls.
• Each microfilm roll is in a box and generally includes SAFD incident report documents
in date sequence for a date range, usually 6 months.
• Document Name - Each roll will be scanned and stored as one document, using the
following naming convention from information identified on the roll label:
<Date Range> Incident Reports
Use YYYYMMDD — YYYYDDMM format for the Date Range.
Example: 19740101 — 19740630 Incident Reports
Also there may be some rolls that are labeled with "Dispatchers Report of Alarms" or
similar (typically 1 or 2 per year). The following naming convention should be used
for those.
<Year, Date, or Date Range> Incident Reports Dispatchers Report
Example: 1974 Incident Reports Dispatchers Report
• Folder Structure — A top -level "Fire" folder will be created which will contain an
"Incident Reports" sub - folder which will contain ten year range sub - folders. Documents
will be placed in the ten year range sub - folders according to the year of the document.
The folder structure will look as follows:
\Fire
Incident Reports
1960-1969
Laserflche Enterprise Software License and
Professional Services Agreement
25E -45
Page 43
1970-1979
1980-1989
1990-1999
2000— 2009
• Indexing — The "Fire" index template will be used with the following fields populated.
Field Value
Document Type Incident Reports
Date Range the date range from the roll label, i.e.: 01/01/1969 - 06/30/1969
Microfiche Sheets.
• Microfiche sheets contain property address - related documents.
• One or more microfiche sheets are stored in a jacket (envelop) for each property address in
the City of Santa Ana.
• When a microfiche jacket contains more than one fiche sheet, they will be scanned in the
order they appear in the jacket as one rnulti -page document.
• Page removal
o Accuflex will not include certain unique pages that meet criteria provided by Licensee
(established during the sample test scans).
• Document Name - Each set of sheets per property address will be scanned and stored as one
document, using the following naming convention from information identified on the jacket:
< Address> (i.e.: 3100 W Adams St)
The Street Suffix should be included in the address for the Document Name. No periods in the
Direction or Street Suffix. See the Street Suffix List Values section for standard street suffix
abbreviations.
• Folder Structure — A top -level "Fire" folder will be created which will contain a "Property
Information" sub- folder which will contain number and alphabet sub - folders for the
beginning of the street name from the fiche jacket. The folder structure will look as follows:
\Fire
Property Address
01
02
21
A
B
Z
Laserfche Enterprise Software License and
Professional Services Agreement
25E -46
Page 44
• Indexing — The "Fire" index template will be used with the following fields populated.
Field Value
Document Type Property Info
Street Number Address Number
Direction Street Direction if Indicated (List Values: N, S, E, W)
Street Name Street Name
Street Suffix Street Suffix if Indicated (See Street Suffix List Values section)
Unit/Suite # Unit or Suite # if Indicated
10. PWA and Other Scanning Requirements
Licensee wishes to engage the scanning services of Accuflex to scan Public Works Agency
(PWA) and other Licensee department paper records into Licensee's Laserfiche system. In
addition to letter and legal size documents, PWA works with and stores engineering drawings up
to E size.
A. Scan Settings.
i. Drawings.
The quality of drawing images scanned is very important because PWA is planning to
destroy the originals. The images will be relied upon for engineering accuracy. Everything
legible in the original document should also be legible in the image. In addition to quality,
performance and storage capacity are considerations as well but not as important as quality.
Below is the preferred resolution and bit -depth settings for PWA drawings. Accuflex will
use its discretion on adjusting these and other scan settings as necessary for each image to
reach acceptable quality.
Drawing Type
Resolution
Bit -Depth
Drawings Hard -copy — Mylar and Good Quality Mono -tone Print
400 dpi
Black & White
Drawings Hard -copy — Halftones, Shading, or Poor Quality
200 dpi
Grayscale
Drawings Hard -copy — Color
200 dpi
Color
Drawings Aperture Cards (microfilm) — Good Quality Simple
200 dpi
Grayscale
Mono -tone images
400 B &W may be acceptable; however, aperture card quality
cannot be ascertained w/o looking at it in a reader, so the
conservative approach is to scan 200 gayscale
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -47
Page 45
Drawings Aperture Cards (microfilm) - Halftones, Shading, 200 dpi Grayscale
Complicated or Poor Quality images
ii. Business Size Documents.
PWA and Licensee's other departments work with business size documents up to 11" x
17 ". The quality of non - drawing document images scanned is also important. These will
be retrieved and read by users. Originals may be destroyed after the images are loaded
into the system. The document images need to be clearly legible.
Below is the preferred resolution and bit -depth settings for business size documents.
Accuflex will use its discretion on adjusting these and other scan settings as necessary for
each image to reach acceptable quality.
Document Type
Resolution
Bit -Depth
Business -size documents
200 dpi
Black & White
Business -size documents with Shading (i.e.: Charts)
200 dpi
Grayscale /color*
*Subject to approval by Licensee.
B. Other Drawing Specifics
Image Area: Drawing sizes will be up to "E" size (Engineering or Architectural). If the drawing
includes a hangtag, it should be included in the scanned image.
Document Separation: Drawings (aka: Drawing Set) are composed of one or more sheets
(pages). Each drawing has a unique drawing number. Its drawing number and page number on
its hangtag identifies each page in a drawing. The page numbers in the hangtag should be used to
identify when a document ends and when a new one begins. Note: the page numbers in the
lower right title block of the drawing may not be accurate.
C. Indexing - General.
Accuflex will use information associated with the document to populate a set of index template
fields, name the document, and file the document in a folder in the Laserfiche system.
Licensee will provide instructions on where to find the information associated with each
document for this purpose. Documents may contain 1 or more pages.
The number of characters included (allotted) for indexing in the standard rate is up to 10 per
page averaged over the total number of pages scanned during the batch. For example, if each
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -48
Page 46
document being scanned in the batch contains exactly 5 pages, 50 characters of indexing would
be included. If the documents being scanned contain a variable number of pages, then the total
pages scanned divided by 10 would determine the allotted indexing characters included for the
batch. Selection of values from a drop -down list is counted as 1 character. Accuflex will keep
track of the index characters used and may charge a per- character surcharge for characters
entered over the allotment for the batch.
The following do not count towards the allotment of indexing characters.
• Document Name
• Folder Name creation (as necessary)
• The selection of Document Scan Volume
• The selection of other scan and image processing Settings
• Automated population of fields (i.e.: zone -OCR, lookup from an outside data source, etc.)
D. PWA Drawings Indexing.
PWA Drawings will be indexed using the Drawings Template containing the following fields.
Field
Data Type
Description
Drawing No
Char (10)
Drawing number assigned by PWA Central Files. This number
Street Improvements, including utilities
1931 thru 2005
is on the drawing hangtag. E.g.: TS 1 -001. The second set of
numbers should be at least 3 digits (it should be zero - pre - filled
if necessary).
Project No
Char (50)
Project number(s), if any, that the drawing is associated with. If
there are multiple they will be delimited with a semicolon (` ; ").
If there is a project number, it will appear in the hangtag and/or
the title block or surrounding area. It will start with a "PR"
prefix. E.g.: PR1440A
Year
Char (4)
The year of the drawing. If there is more than one date, the
most recent one in the signature block should be used.
Cabinet No
Char (4)
Cabinet number in which the hard copy drawing is / was stored
in. This will be found in the P1anLog or Master Plan Log
Access database.
Drawing Number Convention
Sequence
Tye
Numbering
Convention
Description
of Drawings
Approval Years
1
1- XXX -XX
Street Improvements, including utilities
1931 thru 2005
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -49
Page 47
Sequence
Type
Numbering
Convention
Description
of Drawings
A roval Years
2
AD XXX
Street Improvements, including utilities
1921 thru 1982
3
CH 1 -XXX
Signing and Striping
1995 thru 2003
4
F -XXXXX
Facilities & Structures
2004 thru 2005
5
FF -XXXXX
Fire Stations
2002
6
FX -XXXXX
Parks and Schools
2002 thru 2005
7
FP -XXXXX
Parking Lots
2006
8
FR -XXXXX
Regional Transportation Center
2006
9
HF XX -XX
Street Improvements, including utilities
1921 thru 1995
10
R -XXXXX
Street Improvements
2002 thru 2006
11
RB -XXXXX
Bike Trail
2005
12
RL -XXXXX
Street Lighting
2006
13
RS -XXXXX
Storm Drains & Catch Basins
2004 thru 2005
14
S -XXXXX
Sewer Improvements
2002 thru 2005
15
SS -XXX
Sewer Improvements
1956 thru 2004
16
TC -XXXXX
Traffic Control Plans
2003 THRU 2005
17
TH -XXXXX
Signing & Striping
2003 thru 2006
18
TR XXXXX
Street Improvements by designated Tracts
1919 thra 1990
19
TS -XXXXX
Traffic Signal Improvements
2003 thru 2006
20
TS 1 -XXX
Traffic Signal Improvements
1995 thru 2003
21
TSC X -XXX
Traffic Signal Cabinet Drawings
2003 thr 2005
22
U -XXXXX
Utilities (Sewer & Water)
2005
23
W -XXX
Water Im rovements
1934 thru 2006
24
W -XXXXX
Water Improvements
2003 thru 2005
Seq
Numbering
Tye
Convention
Explanation
Sequence 1 begins with the number 1, followed by a dash, then a 3 digit number,
followed by a 2 digit number.
1
1- XXX -XX
Number the image as per the inventory sheet, adding 0's in both the middle and final
segments when appropriate.
For exam le, if card reads 1 -2 -9, number the image as 1- 002 -09.
2
AD XXX
Sequence 2 begins with the capital letters AD, followed by a space, and then a 3 digit
number. Again, add
0's in the last segment when necessary. Example, AD 330
3
CH 1 -XXX
Sequence 3 begins with the capital letters CH, followed by a space, the number 1, and
then a 3 digit number.
A ain, add 0's in the final position when necessary. Example, CH 1 -00 1
4
F -XXXXX
Sequence 4 begins with the capital letter F, followed by a dash, and then a 5 digit
number. Example, F -05001
5
FF -XXXXX
Sequence 5 begins with the capital letters FF, followed by a dash, and then a 5 digit
number. Example, FF -04032
6
FX -XXXXX
Sequence 5 begins with the capital letters FX, followed by a dash, and then a 5 digit
number.
7
FP -XXXXX
Sequence 7 begins with the capital letters FP, followed by a dash, and then a 5 digit
number.
8
FR -XXXXX
Sequence 8 begins with the capital letters FR, followed by a dash, and then a 5 digit
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -50
Page 48
Seq
Numbering
Type
Convention
Explanation
number.
9
HF_XX -XX
Sequence 9 begins with the capital letters HE, followed by a space, and2 digit number,
and then another 2 digit
number. Add 0's were appropriate (See Inventory List) Example, HF O1 -02
10
R -XXXXX
Sequence 10 begins with the capital letter R, followed by a dash, and then a 5 digit
number.
11
RB -XXXXX
Sequence 11 begins with the capital letter RB, followed by a dash, and then a 5 digit
number.
12
RL -XXXXX
Sequence 12 begins with the capital letters RL, followed by a dash, and then a 5 digit
number.
13
RS -XXXXX
Sequence 13 begins with the capital letters RS, followed by a dash, and then a 5 digit
number.
14
S -XXXXX
Sequence 14 begins with the capital letter S, followed by a dash, and then a 5 digit
number.
15
SS -XXX
Sequence 15 begins with the letters SS, followed by a dash, and a 3 digit number. Add
0's where appropriat e.
16
TC -XXXXX
Sequence 16 begins with the letters TC, followed by a dash, and then a 5 digit number.
17
TH -XXXXX
Sequence 17 begins with the capital letters TH, followed by a dash, and then a 5 digit
number.
18
TR_XXXXX
Sequence 18 begins with the capital letters TR, followed by a space, and then a 5 digit
number.
19
TS -XXXXX
Sequence 19 begins with the capital letters TS, followed by a dash, and then a 5 digit
number.
20
TS_1 -XXX
Sequence 20 begins with the capital letters TS, followed by a space, followed by the
number 1, a dash, and then a
3 di it number. Add 0's in the last "segment" when appropriate. Exam le, TS 1 -023
21
TSC_X -XXX
Sequence 21 begins with the capital letters TSC, followed by a space, followed by a 1
digit number, followed by a
dash and then a 3 digit number. Add 0's in the last "segment" when appropriate.
Example, TSC 1 -102
22
U -XXXXX
Sequence 22 begins with the capital letter U, followed by a dash, and then a 5 digit
number.
23
W -XXX
Sequence 23 begins with the capital letter W, followed by a dash, and then a 3 digit
number. Add 0's when a p2ropriate.
24
W -XXXXX
Sequence 24 begins with the capital letter W, followed by a dash, and then a 5 digit
number.
E. PWA Drawings Document Naming.
PWA Drawing documents will be named by their Drawing Number which is found in the hangtag of the
drawing.
Example: TH -05034
F. Other Documents Indexing, Naming, and Folders.
The template fields, document naming, and folder requirements will be provided for other
Laserflehe Enterprise Software License and
Professional Services Agreement
25E -51
Page 49
documents to be scanned.
G. Scan Folder Structure.
Documents scanned by Accuflex should be scanned into the following folder structure:
Scan\Accuflex To Be Reviewed \Batch < batch number>
PWA will reviewed scanned documents in this folder and move them to the permanent folder
once the quality has been verified.
11. Price Schedule
Laserfiche will bill Licensee for actual items scanned by Accuflex using the following price
schedule.
A. Microfilm Rolls.
Service
Unit
Black & White
Cost
Grayscale
Cost
16mm rolls containing less than 2,000 images
Roll
$50
$65
16mm rolls containing 2,001 -4,000 images
Roll
$75
$90
16mm rolls containing more than 4,000 images
Roll
$100
$115
Microfilm Scanner Setup /Cleaning of the rolls (if
required)
$50 per setup
$50 per setup
B. Microfiche Sheets.
Service
Unit
Black & White
Cost
Grayscale
Cost
16mm
Image
$0.07
$0.10
35mm
Image
$0.085
$0.115
C. Paper Documents and Drawings (Black & White or Grayscale).
Type of Document
Unit
Cost
Documents up to and including 11" x 17"
Page
$ .08
Large Format Documents - up to E Size (36" x 48 ") Black and
Sheet
$ 1.35
White
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -52
Page 50
Large Format Documents - up to E Size (36" x 48 ") Grayscale
Sheet
$ 1.45
Large Format Documents - up to E Size (36" x 48 ") Color
Sheet
$ 1.55
Aperture Cards
Frame
$ .49
Indexing Surcharge when exceeding 10 characters / page
averaged over the total engagement pages
Character
$ .008
D. Additional Fees.
Service
Fee
Document Naming & Indexing (per requirements)
No Charge
Exporting as a Laserfiche Briefcase /volume
No Charge
Making Exported Briefcase / Volume Available on a Secure Laserfiche FTP Site
for Downloading
No Charge
Media Copy / Burning (e.g.: USB Drive, Memory Card, DVD)
$30 per disk
Document Pickup / Drop off (round trip from Accuflex to Licensee's office)
$60 per trip
Laserfiche Enterprise Software License and
Professional Services Agreement
25E -53
Page 51
25E -54