HomeMy WebLinkAboutC-5005 - Purchase and Installation Agreement for Enterprise Content Management (ECM) System Implementation and SupportPURCHASE AND INSTALLATION AGREEMENT WITH
AMERICAN MICROIMAGING, INC.
FOR ENTERPRISE CONTENT MANAGEMENT (ECM) SYSTEM IMPLEMENTATION
AND SUPPORT
THIS PURCHASE AND INSTALLATION AGREEMENT ( "Agreement') is made
and entered into as of this 30'` ~day of November, 2011 ( "Effective Date ") by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and AMERICAN MICROIMAGING, INC., a California corporation ( "Contractor "), whose
address is 1125 West Sixth Street, Suite 200, Los Angeles, California 90017 and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is seeking to procure a new Enterprise Content Management System to
improve the archival and distribution of, and access to City documents.
C. City desires to engage Contractor to implement and support a new Enterprise
Content Management System (`Project').
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide, implement and support the system and services described
in this Agreement.
E. The principal member of Contractor for purposes of Project shall be George
Bandarian II, President.
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor and desires to
retain Contractor to provide the system and services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on January 15, 2013 unless terminated earlier as set forth herein. The term
of this Agreement encompasses the Laserfiche Avante system implementation to the
City's satisfaction and software maintenance for one (1) year upon license activation.
Laserfiche Avante implementation shall include: requirements analysis, system design,
installation of all software, software configuration, testing, training and the
commencement of software maintenance.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Contractor shall diligently perform all the services
described in the Scope of Services and Schedule of Costs attached hereto as Exhibit A,
the Laserfiche End User License Agreement attached hereto as Exhibit B, and all
incorporated herein by reference ( "Work" or "Services "). The City may elect to delete
certain tasks of the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the Services shall be performed to completion in a diligent and timely
manner. The failure by Contractor to perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for all Work and Services, including but not
limited to all the software, licenses, warranties, support and maintenance, including all
shipping and handling and all applicable sales taxes, in accordance with the provisions
of this Section and the Scope of Services and Schedule of Costs attached hereto as
Exhibit A. The total Compensation for all Work and Services, including all sales taxes,
shall not exceed Two Hundred Nine Thousand Seven Hundred Seven Dollars and
no1100 ($209,757.00) without prior written authorization from City. No billing rate
changes shall be made during the term of this Agreement without the prior written
approval of City.
4.2 Taxes: City and Contractor specifically agree and designate the point of
sale and place of delivery for any and all taxable purposes under this Agreement,
including, but not limit to, all Services, Work and equipment, shall be the City of Newport
Beach 3300 Newport Blvd., Newport Beach, CA 92658. Furthermore, under this
agreement City and Contractor agree that any and all software shall be delivered
electronically, resulting in no Sales Tax or Use Tax liability for the Work performed
under this Agreement. However, in the event that any software is delivered by
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Contractor to City in the form of tangible media, under the City's Direct Payment
Exemption permit number SR EAA 24- 089475 DP, the City will self- accrue any
applicable Use Tax obligation to the California State Board of Equalization within thirty
(30) days of delivery to the City. If only partial delivery of the taxable items in Exhibit A
is received by the City, the City will only pay the California State Board of Equalization
the amount of Use Tax due on the value of the items delivered in accordance with the
price set forth in Exhibit A.
4.3 Payment Schedule: The City shall make progress payments as the Work
proceeds based on the percentage of Work completed. City shall pay Contractor no
later than thirty (30) days after approval of the progress invoices by City staff. City shall
pay Contractor according to the following payment schedule:
4.3.1 Sixty Five Thousand Eight Hundred Thirty Five Dollars and
no /100 ($65,835.00), representing fifty percent (50 %) of the software licensing fees,
due upon Agreement execution;
4.3.2 Sixty Five Thousand Eight Hundred Thirty Five Dollars and
no /100 ($65,835.00), representing fifty percent (50 %) of the software licensing fees,
due following software license activation and no later than thirty (30) days after approval
of the invoice by City staff;
4.3.3 Thirty One Thousand Eighteen Dollars and no /100 ($31,018.00),
representing one year of "VIP Priority Unlimited Support," due following software license
activation and no later than thirty (30) days after approval of the invoice by City staff;
4.3.4 Twenty Eight Thousand Dollars and no /100 ($28,000.00), of
professional services for system implementation shall be invoiced to City on a monthly
basis as services are rendered.
4.3.5 Nineteen Thousand Sixty Nine Dollars and no /100 ($19,069.00),
of Professional Services encumbered as a contingency in the event additional services,
including travel and expenses, are required;
4.4 Notwithstanding any other provision of this Agreement, when payments
made by City equal ninety percent (90 %) of the maximum fee provided for in this
Agreement, no further payments shall be made until City has accepted the final Work
under this Agreement
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated George Bandarian II,
President, to be its Project Manager. Contractor shall not remove or reassign the
Project Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
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5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Information Technology Division of the
City Manager's Office. Micheal Wojciechowski, IT Operations Supervisor, or his
designee, shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator or his authorized representative shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to, where applicable, provide access to, and upon request of Contractor,
one copy of all existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, Contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
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property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
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13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 Contractor shall procure and maintain for the duration of the
Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Contractor's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Contractor's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Contractor shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subcontractor's employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non - payment of premium) prior to such
change.
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14.4.1.2 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.5 General Liability Coverage. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 Professional Liability (Errors & Omissions) Coverage. Contractor shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
14.8 Other Insurance Provisions or Requirements.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions
14.8.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subcontractors.
14.8.1.2 Enforcement of Agreement Provisions. Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.8.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.1.4 Notice of Cancellation. Contractor agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
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14.9 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement.
14.10 Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty -
five percent (25 %) or more of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Contractor.
Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express written consent of City. Contractor
shall not subcontract any portion of the Work to be performed under this Agreement
without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
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18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any
international or United States' letters patent, trademark, or copyright infringement,
including costs, contained in Contractor's drawings and specifications provided under
this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under the law or
any other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attn: Micheal Wojciechowski, IT Operations Supervisor
City Manager's Office
City of Newport Beach
P.O. Box 1768
3300 Newport Blvd.
Newport Beach, CA 92658 -8915
Phone: 949 - 644 -3088
Fax: 949 - 644 -3180
25.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attention: George Bandarian II, President
American Microlmaging, Inc.
1125 West 6th Street, Suite #200
Los Angeles, CA 90017
Phone: 213 -250 -3000
Fax: 213- 250 -3300
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
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claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar weeks , or if more than two (2) calendar weeks are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar weeks after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days prior written notice to Contractor. In the event of termination under
this Section, City shall pay Contractor for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Contractor has not been
previously paid. On the effective date of termination, Contractor shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance With all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services and Schedule of
Costs or any other attachments attached hereto, the terms of this Agreement shall
govern.
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28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
American Microlmaging, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 11 /30 /11
By: For
Aaron C. arp
City Attorney
ATTEST:
Date:
By: 044, - I ` Y1' V r'-'
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California un cipal corporation
Date: /=
CONTRACTOR: AMERICAN
MICROIMAGING, INC., a California
Date: ////;Y/,//
By:���� —
Rema'8andarian
Vice-President/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Costs
Exhibit B — Laserfiche End User License Agreement
American Microlmaging, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS
Laserfiche Avante Records Management Edition Software - City $66,318
1 Server Software (MS -SQL) - core Laserfiche platform and server software
1 Records Management Edition - DOD 5015.2 - certified records retention module
25 Named Admm Users - user licenses, e-mail ability, and ability to print any electronic document into Laserfiche
1 Audit Trail Module
1 Workflow - automates document routing routing and approval
1 Web Access - allows browser based access to Laserfiche repository for internal and external users
1 City Public Portal with 50 Concurrent Users - includes Web Portal and 50 Web retrieval concurrent connections
4 ScanConnect - allows scanning directly into Laserfiche using standard document scanners
1 QuickFields - automates document scanning; includes 8arcode module
,Laserfiche Avante Records Management Edition Software - Police Department
1 Server Software (MS -SQL) - core Laserfiche platform and server software
1 Records Management Edition - DOD 5015.2- certified records retention module
50 Named Admm Users - user licenses, e-mail ability, and ability topnnt any electronic document into Laserfiche
1 Audit Trail Module
1 Workflow - automates document routing routing and approval
1 Web Access - allows browser -based access to Laserfiche repository for internal and external users
1 PD Public Portal with 25 Concurrent Users - includes Web Portal and 10 Web retrieval concurrent connections
3 ScanConnect - allows scanning directly into Laserfiche using standard document scanners
3 QuickFields- automates document scanning; includes Barcode module
$71,752
Professional Services 528,000
16 Days of Professional Services for Implementation based on Scope of Work
'Days can be used for Requirements Analysis, System Design, Installation, Configuration, Testing & Training
Software Maintenance - includes technical support ability with Laserfiche through AMI and upgrade license and CD
Unlimited Help Desk (Phone), Remote Login and E -mail Technical Support for Issues and Re- Training
Subject to appropriate shipping and foxes; Does not include travel and expenses
50% Software Due with order (including Q4 discount). $65,835
50% Software Billed at activation Net 30 $65,835
Support Billed at activation Net 30 $31,018
Professional Services Billed as used $28,000
City reserves the right to hold back 10% of the total payment
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS — CONT'D
High Level Scope of Work Summary
City of Newport Beach is contracting AMI to provide a Laserfiche implementation for duration
of sixteen (16) man days covering the following follow scope of work.
Departments
• Police Department
• City Clerk
• Community Development
Does not include
• Admin Services
• Fire Dept
• Recreation & Senior Services
• Municipal Operations dept
• Human Resources
Scope of Services
• Planning & Project Management
• Workshop & Requirements Analysis
• Design
• Build
• Installation
• AMI will install all server products
• City IT will be trained to install User /Client products
• Configuration
• Testing
• AMI will test functionality
• City IT and Users test for acceptance
• Training
• AMI will provide IT training on:
• Administration & Support
• User Functionality
• City IT responsible for Rollout Training to Users
• Documentation
• AMI will provide system /design documentation
• City IT will provide How -To Guides and User manuals
• Closeout — final acceptance, knowledge transfer, hand -off, cutover into maintenance
Functionality Delivered
• Security
• Records Management — training and setup up first few records series folders based on
retention schedules;
o City IT to setup remainder
• File Plan — Folders / Templates
• Web Products — Web Access and Weblink (Public Portal)
• QuickFields - 2 sessions /profiles (1 for PD, 1 for City)
• Capture - Scanning, Snapshot, and Electronic Documents
• Audit Trail
• Workflow —for PD Distribution Group E -mail scenario only; AMI will train while setting
up for 2 CaseTypes
o City IT to setup, test remainder
Functionality not included
• Custom Integration
• CityLaw
• Sungard FinancePlus
• Accela Permits Plus
• NG Altaris RMS
• Sharepoint
• ESRI
• Migration from Alchemy
• Agenda Management- not in current proposed configuration anyway
• Customizations or Custom Software
o E.g. embedding Page 1 in e-mail
Any departments, services, products and functionality not included can be added at anytime.
Such request or any other change to above will be considered out of scope and undergo a
Changer Order process requiring written documentation, additional product /service cost and
approval from both sides.
American Microlmaging, Inc. Page 16
EXHIBIT "B"
LASERFICHE SOFTWARE LICENSE AGREEMENT
This Software License Agreement ( "License Agreement') is made between Compulink
Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of
business is in Long Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or
"you ") on whose server or systems Software (as defined below) will be made available for use.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR
USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE
AGREEMENT (the 'DOCUMENTATION'), YOU AGREE TO THE TERMS OF THIS LICENSE
AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE
SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT AGREE OR ARE NOT AN
INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON BEHALF OF SUCH PARTY, DO
NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT
OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE,
RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL
REFUND.
RECITALS
A. Laserfiche has developed certain document imaging and enterprise content management
software programs which it markets or intends to market under the trademark Laserfiche®.
B. The Software constitutes valuable proprietary products 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
Software. Laserfiche claims copyrights and proprietary trade secrets in the Software.
C. Licensee understands that the Software is compatible only with certain types of computers and
operating systems and that Licensee is responsible for assuring the compatibility between its
computer systems, its software solutions, if any, and the Software.
THEREFORE, in consideration of the premises and covenants contained this License Agreement,
Laserfiche and Licensee agree as follows:
Terms of License Agreement
1. Grant of License.
A. Description. Laserfiche Software may include, without limitation express or implied, some or
all of the following types of software: (a) "Server Software" that provides document
management services to other programs and "Client Software" that allows a computer or
workstation to access or utilize the services provided by the Server Software; (b) "Stand -alone
Software" that operates on a single computer; (c) 'Plug -in Software Modules" that can be
added to the previously mentioned Software packages and/or (d) 'Demonstration Software"
that is provided only for demonstration, testing and feedback purposes. If a separate, express
license applies to particular Laserfiche software, such as terms that accompany a software
development kit or Laserfiche software designated for "application service provider" purposes,
those terms apply. Otherwise, this License Agreement applies to Laserfiche software described
in one or more License Files (the "Software "), which constitute plain text and machine
readable code generated by Laserfiche, reside on the server or computer folders containing the
Software, and are installed as part of the processing of downloading the Software. Laserfiche
grants Licensee a limited, non - exclusive, non - transferable license to use the Software subject
to the terms and conditions of this License Agreement and the License Files which accompany
the Software.
B. Limitations and Requirements.
i. The License Files constitute part of this Agreement. The License Files define the scope
and limitations of the Software. Licensee may use the Software only for the number and
types of users, until the expiration date(s), if any, described in the License Files, and
subject to the other limitations specified in the License Files. If Licensee receives a
License Manager program that enables installation of the Software for access by multiple
users, Licensee may use the License Manager program only to install the Software for
access by the numbers and types of users, and subject to the other limitations described in
the applicable License File.
ii. Licensee may install one copy of the Server Software on a single physical or a single
virtual operating system environment (the instance of the running Server Software shall
be referred to as the "Server "), unless the applicable License File indicates that Licensee
is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed,
Licensee may install up to the maximum number copies of the Server Software listed in
the applicable License File (labeled as "instances ") to multiple physical or 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.
iii. 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.
iv. If a License File includes an item labeled as "databases" (also known as repositories), the
Server Software may only host the number of databases listed in the License File, unless
Licensee is 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 number of
databases listed in the License File.
v. If a License File indicates that the Software includes "named user connections," the
named user connections may be allocated to specific individuals or devices at the choice
of Licensee. When a named user connection is allocated to a specific individual person's
Laserfiche or external 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.
vi. 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').
vii. 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 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 he 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.
viii. Licensee may not install a version of the Server Software later than the version listed in
the applicable License File.
ix. If a License File lists an expiration date, the Software referenced in the License File may
not be run after that date.
X. If a License File specifies one or more languages, then the Laserfiche user interface may
only be run in those languages.
xi. If Software requires a product key or keys to install or access it, Licensee is responsible
for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys
with third parties.
xii. Activation associates the use of particular Software with a specific device. This
procedure is to prevent unlicensed use. During activation, the Software will send
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, you consent to the transmission of this information.
xiii. Add -ons and additional features that the Software can support may be used only when
listed in a License File.
xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers
of users, connections or other features, Licensee must acquire the required additional
rights from Laserfiche or an authorized reseller, in which case Licensee will also receive
a new or updated License File.
xv. The Software may only be used as intended, according to the capabilities made available
through its various user interfaces and according to the Documentation.
xvi. As between Laserfiche and Licensee, Licensee shall be solely responsible for
customizing the Software and the databases to restrict access only to particular
individuals who are permitted users hereunder. Licensee may delegate responsibilities
relating to customization to a third -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 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 shall be in addition to, and not in lieu of,
Licensee's other waivers set forth elsewhere in this License Agreement.
xvii. If Software is famished to Licensee with materials indicating that it is "Demonstration, "
"Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the
Software to Licensee solely for demonstration, testing and feedback purposes; (B)
Licensee is strictly prohibited from using the Software for any purposes other than (i)
demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation
and testing of the Software for suitability for the period allowed in the applicable License
File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a
server in a production environment, such as loading content prior to or for production
use; (D) Laserfiche makes no warranties or any other claims with regard to the Software's
usability, reliability, performance, or overall quality; (E) Licensee will hold Laserfiche
harmless for any damages or losses resulting from the use of the Software by Licensee;
and (F) Licensee's receipt of the Software does not constitute a license to use, sell,
distribute, or commercialize the Software or copies of it. No compensation will be paid to
Licensee for any use of the Software or for performing any service or giving any advice
or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to
Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual
property relating to any feedback it provides, for any purpose. Laserfiche's rights to the
feedback survive the termination of this License Agreement.
2. Ownership of Software. The Software is licensed and not sold. Laserfiche shall retain ownership of,
and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring
the license under the terms described in this License Agreement, and Licensee acquires no other rights.
3. Protection of Software. During the term of this License Agreement and for seven years following
termination of this License Agreement, and for such additional term as the Software remains Laserfiche's
trade secret or confidential information, Licensee shall not directly or indirectly, alone or in conjunction
with any other person or company, (a) attempt to write or develop software in order to discover the source
code and/or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or
the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding,
programming, processes, production techniques, technology, and methodology incorporated in the
Software or Documentation ( "Laserfiche's trade secrets or confidential information "), either directly or
indirectly, to sell, market or distribute any software product which competes with the Software; or (e)
utilize the Software, Documentation, or Laserfiche's trade secrets 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 Software; or (d) publish the Software for
others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential
infonnation, directly or indirectly, to convert, or to assist, advise or consult with any other person or
company to convert, any end user of the Software to a software product which competes with the
Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse
engineering, decompiling, disassembling, copying or any other technique. Licensee shall not remove any
product identification, copyright legend or other notices from the Software or Documentation, or directly
or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the
Software claimed by Laserfiche or third parties identified in the 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 Software.
4. Other Restrictions on Use. 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 Software
must be employees of Licensee or independent contractors bound by contractual obligation to use the
Software solely in the course of Licensee's business: all other uses of the 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 Software outside of the legal person that constitutes Licensee. Licensee shall not rent, lease, lend,
sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software
or Documentation or any right granted by this License. The restrictions in this paragraph shall not apply
to read -only access by public users utilizing an authorized read -only Public Portal connection.
5. Term and Termination. This License Agreement shall commence and terminate as follows:
A. The term of this License Agreement shall commence upon Licensee's acceptance of this
License Agreement and continue until terminated as provided in this License Agreement or
until the expiration date of all Software indicated in the applicable License Files. In addition, if
a License File contains an express expiration date applicable to particular Software, Licensee
shall have no further right or license to use such Software after the expiration date. Laserfiche
may terminate this License Agreement for cause immediately following a breach of this
License Agreement. Laserfiche may also terminate this License Agreement if Licensee violates,
infringes or compromises any trademark, copyright, patent or trade secret of Laserfiche or any
third party identified in the Software or Documentation, or interferes with any relationship
between Laserfiche and any of its other Licensees or End Users of the Software.
B. Upon termination of this License Agreement, Licensee shall immediately cease all use of the
Software and the Documentation and return to Laserfiche or destroy all versions and copies of
the Software and the Documentation. Licensee shall remove and uninstall all such programs
and materials from all hard drives and other devices on which the Software or the
Documentation may be found.
C. The termination of this License Agreement shall not terminate Licensee's obligations under this
License Agreement, nor shall it release Licensee from the obligation to pay any monies that it
may owe Laserfiche or operate to discharge any liability that Licensee incurs before
termination.
D. Notwithstanding the foregoing: (i) the License granted to Licensee under this License
Agreement shall be permanent, perpetual and non - terminable immediately upon Licensee's
payment of the license fee for all Software covered by the License Agreement; (ii) Licensee is
not required to renew the Laserfiche Software Assurance Plan (LSAP) or to purchase any other
support plan as a condition to maintaining its License to the Software; (iii) the temporary
license granted to Licensee is a temporary license for demonstration purposes and to provide
Licensee an opportunity to evaluate the Software before purchasing a permanent License,
which permanent License will then replace and supersede the temporary license upon
Licensee's payment of the license fee; and (iv) the VAR Kit is provided with a renewable one-
year license and will terminate at the end of each year if not renewed by Licensee.
6. LIMITED WARRANTY: DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO
THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A
PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE
MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF
THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE
"AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND
IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT
WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR
THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT
INTERRUPTION.
7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR
ITS SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES,
OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY,
"REPRESENTATIVES ") BE LIABLE TO LICENSEE 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, OR THE COST OF
SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS BY ANY
PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF
WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH
DAMAGES OR CLAIMS.
8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY
LICENSEE FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, WHETHER
BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, OR CLAIM OF
NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR
EQUITABLE THEORY, SHALL BE STRICTLY LIMITED TO THE ACTUAL AMOUNT LICENSEE
PAID FOR THE DEFECTIVE SOFTWARE COMPONENT 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. This limitation applies even if the damages provided hereunder do not
fully compensate you for any losses or Laserfiche knew or should have known about the possibility of
damages.
9. Coovriaht.. The Software and the Documentation are owned by Laserfiche and are protected by United
States and other international copyright laws, conventions and treaties. Licensee must treat the Software
and Documentation like any other copyrighted material except Licensee may install the Software and the
Documentation as expressly authorized by this License Agreement and may retain the original solely for
backup or archival purposes. Licensee may copy the Documentation solely for internal, reference
purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright
notices set forth on the Documentation.
10. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this
License Agreement on the part of either party shall operate as a waiver of any right, power, or privilege
under this License Agreement. No single or partial exercise of any right, power, or privilege under this
License Agreement shall preclude further exercise of any such right, power or privilege.
11. Severabilitv. If any provision of this License Agreement is adjudicated or held to be invalid or
unenforceable by a court or arbitration panel, the invalid or unenforceable provision shall be severed from
this License Agreement and shall be deemed to have never been a part of this License Agreement.
Severance of any invalid or unenforceable provision shall not affect the validity or enforceability of the
remainder of this License Agreement.
12. Governing Law. This License Agreement shall be deemed to have been made in, and shall be
construed pursuant to the laws of, the State of California, as if all parties were resident in California and
the License Agreement were to be wholly performed within the State of California. The parties agree that
the United National Convention on Contracts for the International Sale of Goods shall not apply to this
Agreement.
13. Jurisdiction and Venue. Each party consents to the jurisdiction of the California Superior Court and
United States District Court for the Central District of California. All judicial actions and proceedings
shall be conducted only in, and each party consents to exclusive venue in, Los Angeles County,
California. This paragraph shall not apply to any agency or official body of the United States of America
or any foreign government, or to their respective state, regional and local government bodies and
subdivisions.
14. Entire Agreement. This License Agreement, including the License Files, any Readme file included
with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual
understanding of the parties, and supersede and cancel all previous written and oral agreements,
representations, warranties, statements and other communications relating to the subject matter of this
License Agreement. No course of performance, course of dealing, or usage of trade shall override the
written terms of this License Agreement.
15. Limitation on Actions. No suit, claim, action or proceeding based on or related to this License
Agreement, its terms, provisions and warranties, or arising out of its performance or breach, whether in
contract or tort, shall be instituted by Licensee against Laserfiche or its Representatives more than one
year after Licensee first discovers, or should have discovered, any of the material facts upon which the
action, proceeding or claim is based. Licensee waives the benefit of any statute of limitations which
specifies a period longer than one year for filing an action or proceeding.
16. U.S. Government Restricted Rights Notice. This 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 shall not remove or deface any restricted rights notice or other
legal notice appearing in the Software or on any packaging or other media associated with the Software.
The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long
Beach, California 90807, a California corporation dba Laserfiche.
17. Export Restrictions. Licensee acknowledges that the 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 shall 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 Software or related technical
information, document, or material or direct 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.
18. Captions. The captions used on this License Agreement are for convenience only and shall not be a
part of this License Agreement.
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.
(c) 2010 - 2011 Compulink Management Center, Inc.
SEW PART
CITY OF
NEWPORT BEACH
City Council Staff Report Agenda to
Novem
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Dave Kiff, City Manager
949 - 644 -3001, dkiff @newportbeachca.gov
PREPARED BY: Rob Houston, Assistant to the City Manager
APPROVED:
TITLE: Procurement of an Enterprise Content Management (ECM) System
ABSTRACT:
Selection of a firm to provide the City with a new Enterprise Content Management
System which will allow for reliable archival, distribution and access of public City
documents.
RECOMMENDATION:
Approve the execution of an agreement with American Microlmaging, Inc. for the
implementation of an Enterprise Content Management System, to be completed for an
amount not to exceed $209,757.00.
FUNDING REQUIREMENTS:
The Budget Amendment records and appropriates $209,757.00 in increased
expenditure appropriations from the IT Strategic Fund unappropriated fund balance.
DISCUSSION:
The need for a new Enterprise Content Management (ECM) system was perpetuated by
dissatisfaction with the reliability and performance of the current file management
system ( "Alchemy "), which was implemented in 1998 at a cost of $646,000. File
management is the backbone to every department within the City of Newport Beach.
The compliance, access and retention of these vital records are crucial to Newport
Beach and their constituents. Since implementation, Alchemy has served as the City's
online repository for Ordinances, Resolutions, agenda packets, building permits and
various other public documents. In recent years, the software vendor has discontinued
product improvements to keep up with the latest technologies and as a result many staff
and public users reported repeated instances of system crashes, missing documents,
slow system performance, and shortcomings in functionality. The online interface has
Procurement of an Enterprise Content Management (ECM) System
November 22, 2011
Page 2
become increasingly frustrating for the public in terms of navigation, system reliability,
and a cumbersome installation of a series proprietary web browser plug -ins. Staff
productivity has also been impacted. Due to the unreliability of the software, staff
spends more time retrieving hard copy documents when normally they should be able to
access the digital copy directly from their workstations. As well, IT Staff have spent
considerable time keeping the system operational including restoring the Alchemy
database each time the files become corrupted.
The selection process:
In April of 2011 staff facilitated a Request for Proposal (RFP) process for a citywide
Electronic Document Imaging/ Management System. The ultimate objective was to
identify top - qualified firms to deploy one centralized document imaging and
management system allowing the City to electronically manage documents and improve
operational efficiency at City Hall and NBPD. Due to Department of Justice security
requirements the proposal specified the need to provide two separate databases so that
Police files would remain separate from the rest of the City's files. The RFP solicitation
yielded four (4) proposals; the following narrative summarizes all the proposals
received:
American Microlmaging, Inc.
American Microlmaging, Inc. ( "AMI ") submitted a proposal incorporating a system
developed by the Laserfiche Corporation, which also submitted a proposal to this RFP
(see below). AMI has experience in implementing ECM systems for public and private
entities, including a recent project for the City of Arcadia in which one instance of the
system was installed at the City Hall site and another instance was installed at the
Arcadia Police Department. This dual- instance requirement mirrored the needs of the
City of Newport Beach entering this project.
enChoice
enCHoice submitted a proposal incorporating an ECM system developed by IBM
Corporation. enChoice has been responsible for over five hundred implementations of
IBM ECM systems; these systems range in user counts from tens of users to hundreds
of thousands of users. In their proposal, enChoice cited experience with system
implementations for the State of California, State of New Mexico and City of A4esa,
Arizona.
Laserfiche Corporation
Laserfiche Corporation submitted a proposal incorporating a system that they
developed, "Avante," which is the same system proposed by AMI. Laserfiche ECM
systems were frequently recommended to City IT staff by other local agencies during
the research phase of this project. Based on Long Beach, Laserfiche has an extensive
Southern California presence, including recent system implementations at the City of
Anaheim, City of Long Beach, and City of Santa Monica.
Procurement of an Enterprise Content Management (ECM) System
November 22, 2011
Page 3
Webiplex, LLC
Webiplex submitted a proposal incorporating their proprietary system, 'DocuPeak."
Having the benefit of also being the developer of the system they are proposing,
Webiplex is in a position to incorporate customization into their ECM system. Formed in
2006 and based in Newport Beach, Webiplex has experience in assisting local agencies
with ECM system implementations, including the City of Inglewood, Culver City and the
City of San Diego.
In accordance with the administrative procedures set forth in Council. Policy F -14, a
Qualifications -Based Selection process was utilized by the evaluation panel. Proposals
were evaluated on criteria that included proposed cost, experience and qualifications of
the proposing vendor, the qualities of the proposed ECM system, the feasibility of the
proposed ECM system and conformity to the specifications as set forth in the RFP
solicitation. Due to the specified nature of the various ECM systems proposed, all four
firms were invited for an interview by the evaluation panel during which the firmswere
given an opportunity to present and demonstrate their respective systems. Following
the interviews and demonstrations, all four proposals were evaluated and ranked by the
evaluation panel.
During the interviews, questions were raised by all four firms regarding the ambiguity of
the projected user counts by the City in the RFP solicitation. To rectify this issue, the
City issued a Point of Clarification and a Request for Best and Final Offer ( "BAFO ")
solicitation to all four firms, clearly stating the intended number of users and requesting
a final cost proposal from all four firms based on the updated information. Firms were
given ten (10) days to submit their BAFO, upon which all proposals were re- evaluated
and scored based on the updated cost information.
The evaluation panel identified AMI as the top- ranked and most qualified firm to
proceed with this project. Webiplex did not demonstrate a fully developed system.
Some requested features outlined in the RFP were still under development or would
have been created as a custom component. Both Enchoice and Laserfiche Corporation
proposals were cost prohibitive and the Laserfiche Corporation was viewed by the
Committee as more of a software developer versus an implementer and designer of
workflows for business processes. The committee valued an implementing firm with
best practice experience configuring a software product to meet the needs of a City
operation. AMI provided evidence as the most experienced in working with City
organizations to configure the preferred Laserfiche Enterprise Content Management
System.
In Step two of the final evaluation process AMI was requested by the City to perform a
Proof of Concept demonstration in which AMI would configure their proposed ECM
system and demonstrate its functionality in some of the daily applications required by
the City. The evaluation panel and IT staff approved of AMI's demonstfation and also
conferred with representatives from agencies that have had experience with Laserfiche
3
Procurement of an Enterprise Content Management (ECM) System
November 22, 2011
Page 4
systems and AMI specifically, such as the City of Long Beach and the City of Arcadia.
This research confirmed that AMI has sufficient local government experience with
implementing the Laser Fiche software package, and have proven familiarity with
developing workflows to streamline business processes. The Newport Beach Police
Department also conducted a survey of the other Police Departments in the County, to
see what document imaging systems they had and their level of satisfaction with their
system. There were seven different document imaging systems in use' by the various
police departments. Out of those seven document imaging systems, only Laserfiche
received an overall favorable response by the departments using it for their document
imaging needs. This dialogue and research only served to strengthen the evaluation
panel's recommendation of the Laserfiche product and AMI.
Key features of the Laserfiche product
• Ad -hoc and batch scanning with advanced image enhancement, OCR and full -
text indexing, version control, and disaster recovery management.
• Intuitive user interface that employs a nested folder structure for document
organization that follows the functional standard of Windows Explorer, making
the system usable immediately.
• Better access for public using powerful search capabilities that allow users to
locate documents based on content, metadata, location, sticky note contents,
and a variety of other properties.
• Search types can be combined to create detailed reports that can be saved for
future use. Users will be able to send documents directly to Avante from Office
applications or Windows with the ability to automate the indexing of emails and
attachments from Outlook.
3 Supports industry security and retention standards. For example: Access to a
document can be controlled on a page by page basis or even portions of a page.
This feature will assist the Police Department in assuring the privacy of various
criminal cases related information (e.g. victim's name, victim's address,
information about minors, etc.).
o Intuitive workflow configuration options that will allow staff to set up document
workflows to improve business processes.
Final recommendation
Staff recommendation is to approve the execution of an agreement with American
Microlmaging, Inc. for the implementation of an Enterprise Content Management
System, to be completed for an amount not to exceed $209,757.00
7
Procurement of an Enterprise Content Management (ECM) System
November 22, 2011
Page 5
C Intuitive workflow configuration options that will allow staff to set up document
workflows to improve business processes.
Final recommendation
Staff recommendation is to approve the execution of an agreement with American
Microlmaging, Inc. for the implementation of an Enterprise Content Management
System, to be completed for an amount not to exceed $209,757.00
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ( °CEQA ") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 1.5378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
0. 9
Dave Kiff
City Manager
Attachments: A. Agreement
5
(LI)
PURCHASE AND INSTALLATION AGREEMENT WITH
AMERICAN MICROIMAGING, INC.
FOR ENTERPRISE CONTENT MANAGEMENT (ECM) SYSTEM IMPLEMENTATION
AND SUPPORT
THIS PURCHASE AND INSTALLATION AGREEMENT ( "Agreement ") is made
and entered into as of this day of November, 2011 ( "Effective Date ") by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and AMERICAN MICROIMAGING, INC., a California corporation ( "Contractor'), whose
address is 1125 West Sixth Street, Suite 200, Los Angeles, California 90017 and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City. .
B. City is seeking to procure a new Enterprise Content Management System to
improve the archival and distribution of, and access to City documents.
C. City desires to engage Contractor to implement and support a new Enterprise
Content Management System ( "Project ").
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide, implement and support the system and services described
in this Agreement.
E. The principal member of Contractor for purposes of Project shall be George
Bandarian II, President.
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor and desires to
retain Contractor to provide the system and services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on January 15, 2013 unless terminated earlier as set forth herein. The term
of this Agreement encompasses the Laserfiche Avante system implementation to the
City's satisfaction and software maintenance for one (1) year upon license activation.
Laserfiche Avante system implementation shall include: requirements analysis, system
design, installation of all software, software configuration, testing, training and the
commencement of software maintenance.
7
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Contractor shall diligently perform all the services
described in the Scope of Services and Schedule of Costs attached hereto as Exhibit A,
the Laserfiche End User License Agreement attached hereto as Exhibit B, and all
incorporated herein by reference ( "Work" or "Services "). The City may elect to delete
certain tasks of the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the Services shall be performed to completion in a diligent and timely
manner. The failure by Contractor to perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for all Work and Services, including but not
limited to all the software, licenses, warranties, support and maintenance, including all
shipping and handling and all applicable sales taxes, in accordance with the provisions
of this Section and the Scope of Services and Schedule of Costs attached hereto as
Exhibit A. The total Compensation for all Work and Services, including all sales taxes,
shall not exceed Two Hundred Nine Thousand Seven Hundred Seven Dollars and
no1100 ($209,757.00) without prior written authorization from City. No billing rate
changes shall be made during the term of this Agreement without the prior written
approval of City.
4.2 Taxes: City and Contractor specifically agree and designate the point of
sale and place of delivery for any and all taxable purposes under this Agreement,
including, but not limit to, all Services, Work and equipment, shall be the City of Newport
Beach 3300 Newport Blvd., Newport Beach, CA 92658. Furthermore, under this
agreement City and Contractor agree that any and all software shall be delivered
electronically, resulting in no Sales Tax or Use Tax liability for the Work performed
under this Agreement. However, in the event that any software is delivered by
American Microlmaging, Inc. Page 2
Contractor to City in the form of tangible media, under the City's Direct Payment
Exemption permit number SR EAA 24- 089475 DP, the City will self- accrue any
applicable Use Tax obligation to the California State Board of Equalization within thirty
(30) days of delivery to the City. If only partial delivery of the taxable items in Exhibit A
is received by the City, the City will only pay the California State Board of Equalization
the amount of Use Tax due on the value of the items delivered in accordance with the
price set forth in Exhibit A.
4.3 Payment Schedule: The City shall make progress payments as the Work
proceeds based on the percentage of Work completed. City shall pay Contractor no
later than thirty (30) days after approval of the progress invoices by City staff. City shall
pay Contractor according to the following payment schedule:
4.3.1 Sixty Five Thousand Eight Hundred Thirty Five Dollars and
no /100 ($65,835.00), representing fifty percent (50 %) of the software licensing fees,
due upon Agreement execution;
4.3.2 Sixty Five Thousand Eight Hundred Thirty Five Dollars and
no 1100 ($65,835.00), representing fifty percent (50 %) of the software licensing fees,
due following software license activation and no later than thirty (30) days after approval
of the invoice by City staff;
4.3.3 Thirty One Thousand Eighteen Dollars and no /100 ($31,018.00),
representing one year of "VIP Priority Unlimited Support," due following software license
activation and no later than thirty (30) days after approval of the invoice by City staff;
4.3.4 Twenty Eight Thousand Dollars and no /100 ($28,000.00), of
professional services for system implementation shall be invoiced to City on a monthly
basis as services are rendered.
4.3.5 Nineteen Thousand Sixty Nine Dollars and no 1100 ($19,069.00),
of professional services encumbered as a contingency in the event additional services,
including travel and expenses, are required;
4.4 Notwithstanding any other provision of this Agreement, when payments
made by City equal ninety percent (90 %) of the maximum fee provided for in this
Agreement, no further payments shall be made until City has accepted the final Work
under this Agreement
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated George Bandarian II,
President, to be its Project Manager. Contractor shall not remove or reassign the
Project Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
American Microlmaging, Inc. Page 3 q
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Information Technology Division of the
City Manager's Office. Micheal Wojciechowski, IT Operations Supervisor, or his
designee, shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator or his authorized representative shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to, where applicable, provide access to, and upon request of Contractor,
one copy of all existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractors Work promptly, or delay or faulty performance by
City, Contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
American Microlmaging, Inc. Page 4 10
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
American Microlmaging, Inc. Page 5 �t
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 Contractor shall procure and maintain for the duration of the
Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Contractor's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Contractor's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Contractor shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subcontractors employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non- payment of premium) prior to such
change.
American Microlmaging, Inc. Page 6 ��
14.4.1.2 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.5 General Liability Coverage. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 Professional Liability (Errors & Omissions) Coverage. Contractor shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
14.8 Other Insurance Provisions or Requirements.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions:
14.8.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subcontractors.
14.8.1.2 Enforcement of Agreement Provisions. Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.8.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any parry or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.1.4 Notice of Cancellation. Contractor agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
American Microlmaging, Inc. Page 7
14.9 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement.
14.10 Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty -
five percent (25 %) or more of the assets of the corporation, partnership or joint-venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Contractor.
Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express written consent of City. Contractor
shall not subcontract any portion of the Work to be performed under this Agreement
without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents'), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
American Microlmaging, Inc. Page 8 �y
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any
international or United States' letters patent, trademark, or copyright infringement,
including costs, contained in Contractor's drawings and specifications provided under
this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under the law or
any other sections of this Agreement.
American Microlmaging, Inc. Page 9 /5
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attn: Micheal Wojciechowski, IT Operations Supervisor
City Manager's Office
City of Newport Beach
P.O. Box 1768
3300 Newport Blvd.
Newport Beach, CA 92658 -8915
Phone: 949 - 644 -3088
Fax: 949 - 644 -3180
25.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attention: George Bandarian II, President
American Microlmaging, Inc.
1125 West 6th Street, Suite #200
Los Angeles, CA 90017
Phone: 213 -250 -3000
Fax: 213- 250 -3300
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
American Microlmaging, Inc. Page 10 ��
claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar weeks , or if more than two (2) calendar weeks are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar weeks after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days prior written notice to Contractor. In the event of termination under
this Section, City shall pay Contractor for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Contractor has not been
previously paid. On the effective date of termination, Contractor shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance With all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services and Schedule of
Costs or any other attachments attached hereto, the terms of this Agreement shall
govern.
American Microlmaging, Inc. Page 11 r7
28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
American Microlmaging, Inc. Page 12 f
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
Rv- 'Wr
Aaron C. Hdr
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
By:
Michael F. Henn
Mayor
CONTRACTOR: AMERICAN
MICROIMAGING, INC., a California
corporation
Date:
By:
George Bandarian If
President
Date:
By:
Rema Bandarian
Vice - Preside nt/Secreta ry
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Costs
Exhibit B — Laserfiche End User License Agreement
American Microlmaging, Inc. Page 13 'q
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS
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'SI)Ramed Adnm Users. user hcen e; e` "madiabdity an bditq,to +FnnYany Ele^troricdc m n[mtolasefiche�'E
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1tWebllccESS'allowstir•cwser basadaccess to'Leserfwherepositwy fcr mterneliand a #emal user's'. ,."r "•'
pu�11Cp01i3hW1[b/1 concurrent uersr InclUdes�Web pOri3lYdnd 1U Web reIIleVa.concurr" orinecbonsl
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Onys con be,usedJorRequrre�r entsAno/ysrs'Systerc Desrgry inslalaibn+rCanjrgura*IOn
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11f,30�i1+ k d i.: -v _. n,.,,: y Li s•�.;BGfII
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�" Sotiware�P/alrytenan a ncludeste, ctin pt���p�c"art_"ahrhry WithL" ase6lche '`throuRtiAMI�an��p�adellixnse andrCA`` i�
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I
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50% Software Due with order (including Q4 discount): $65,835
50 %b Software Billed at activation Net 30 $65,835
Support Billed at activation Net 30 $31,018
Professional Services Billed as used $28,000
City reserves the right to hold back 10 %b of the total payment
r1
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS — CONT'D
High Level Scope of Work Summary
City of Newport Beach is contracting AMI to provide a Laserfiche implementation for duration
of sixteen (16) man days covering the following follow scope of work.
Departments
® Police Department
® City Clerk
e Community Development
Does not include
• Admin Services
• Fire Dept
• Recreation & Senior Services
• Municipal Operations dept
• Human Resources
Scope of Services
• Planning & Project Management
• Workshop & Requirements Analysis
• Design
• Build
o Installation
• AMI will install all server products
• City IT will be trained to install User /Client products
o Configuration
o Testing
• AMI will test functionality
• City IT and Users test for acceptance
m Training
• AMI will provide IT training on:
Administration & Support
User Functionality
• City IT responsible for Rollout Training to Users
• Documentation
• AMI will provide system /design documentation
• City IT will provide How -To Guides and User manuals
o Closeout —final acceptance, knowledge transfer, hand -off, cutover into maintenance
Functionality Delivered
• Security
• Records Management— training and setup up first few records series folders based on
retention schedules;
o City IT to setup remainder
• File Plan — Folders / Templates
• Web Products —Web Access and Weblink (Public Portal)
• QuickFields - 2 sessions /profiles (1 for PD, 1 for City)
• Capture - Scanning, Snapshot, and Electronic Documents
• Audit Trail
• Workflow —for PD Distribution Group E -mail scenario only; AMI will train while setting
up for 2 CaseTypes
o City IT to setup, test remainder
Functionality not included
• Custom Integration
• CityLaw
• Sungard FinancePlus
• Accela Permits Plus
• NG Altaris RMS
• Sharepoint
• ESRI
• Migration from Alchemy
• Agenda Management - not in current proposed configuration anyway
• Customizations or Custom Software
o E.g. embedding Page 1 in e-mail
Any departments; services, products and functionality not included can be added at anytime.
Such request or any other change to above will be considered out of scope and undergo a
Changer Order process requiring written documentation, additional product /service cost and
approval from both sides.
American Microlmaging, Inc. Page 16
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THE PAPERLESS COMPANY
CITY OF NEWPORT BEACH
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April25,2011
EXHIBIT B— LASERFICHE END USER LICENSE AGREEMENT
LASERFICHE END USER LICENSE AGREEMENT
This Software License Agreement ( "License Agreement ") is made between Compulink Management
Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long
Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or "you') on whose server or systems
Software (as defined below) will be made available for use.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY fNSTALLING, COPYING OR USING THE
SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (the
"DOCUMENTATION'), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF
THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF
YOU DO NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON
BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE
DOCUMENTATION WITHOUT OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF
APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL
REFUND.
RECITALS
A. Laserfiche has developed certain document imaging and enterprise content management software
programs which it markets or intends to market under the trademark Laserfiche ®.
B. The Software constitutes valuable proprietary products 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 Software. Laserfiche claims copyrights
and proprietary trade secrets in the Software.
C. Licensee understands that the Software is compatible only with certain types of computers and operating
systems and that Licensee is responsible for assuring the compatibility between its computer systems, its
software solutions, if any, and the Software.
THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and
Licensee agree as follows:
Terms of License Agreement
1. Grant of License.
A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the
following types of software: (a) "Server Software" that provides document management services to
other programs and "Client Software" that allows a computer or workstation to access or utilize the
services provided by the Server Software; (b) "Stand -alone Software" that operates on a single
computer; (c) 'Plug -in Software Modules" that can be added to the previously mentioned Software
packages and/or (d) 'Demonstration Software" that is provided only for demonstration, testing and
feedback purposes. If a separate, express license applies to particular Laserfiche software, such as terms
that accompany a software development kit or Laserfiche software designated for "application service
provider" purposes, those terms apply. Otherwise, this License Agreement applies to Laserfiche
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THE PAPERLESS COMPANY
CITY OF {NEWPORT BEACH
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April 25, 2011
software described in one or more License Files (the "Software "), which constitute plain text and
machine readable code generated by Laserfiche, reside on the server or computer folders containing the
Software, and are installed as part of the processing of downloading the Software. Laserfiche grants
Licensee a limited, non - exclusive, non - transferable license to use the Software subject to the terms and
conditions of this License Agreement and the License Files which accompany the Software.
B. Limitations and Requirements.
i. The License Files constitute part of this Agreement. The License Files define the scope and
limitations of the Software. Licensee may use the Software only for the number and types of users,
until the expiration date(s), if any, described in the License Files, and subject to the other
limitations specified in the License Files. If Licensee receives a License Manager program that
enables installation of the Software for access by multiple users, Licensee may use the License
Manager program only to install the Software for access by the numbers and types of users, and
subject to the other limitations described in the applicable License File.
ii. Licensee may install one copy of the Server Software on a single physical or a single virtual
operating system environment (the instance of the running Server Software shall be referred to as
the "Server "), unless the applicable License He indicates that Licensee is acquiring a license to
the Laserfiche Avante product. If Laserficbe Avante 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.
iii. The Server Software may only be operated with the database system(s) (Microsoft SQL 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 Express.
iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server
Software may only host the number of databases listed in the License File, unless Licensee is
acquiring a license to the Laserfiche Avante product. If Laserfiche Avante is being licensed, each
running copy of the Server Software may host up to the number of databases listed in the License
File.
V. If a License File indicates that the Software includes "named user connections," the named user
connections may be allocated to specific individuals or devices at the choice of Licensee. When a
named user connection is allocated to a specific individual person's Laserfiche or external
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.
vi. 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
American Nicr®6snaging, Inc.
9,Ll
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THE PAPERLESS COMPANY
CITY OF NEWPORT BEACH
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April 25, 2011
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 ").
vii. 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 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..
viii. Licensee may not install a version of the Server Software later than the version listed in the
applicable License File.
ix. If a License File lists an expiration date, the Software referenced in the License File may not be
run after that date.
X. If a License File specifies one or more languages, then the Laserfiche user interface may only be
run in those languages.
xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use
of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties.
xii. Activation associates the use of particular Software with a specific device. This procedure is to
prevent unlicensed use. During activation, the Software will send 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, you consent to the transmission of this
information.
xiii. Add -ons and additional features that the Software can support may be used only when listed in a
License File.
xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users,
connections or other features, Licensee must acquire the required additional rights from Laserfiche
or an authorized reseller, in which case Licensee will also receive a new or updated License File.
xv. The Software may only be used as intended, according to the capabilities made available through
its various user interfaces and according to the Documentation.
xvi. As between Laserfiche and Licensee, Licensee shall be solely responsible for customizing the
Software and the databases to restrict access only to particular individuals who are permitted users
hereunder. Licensee may delegate responsibilities relating to customization to a third -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 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 shall be in addition to, and not in lieu of Licensee's
other waivers set forth elsewhere in this License Agreement.
2. Ownership of Software. The Software is licensed and not sold. Laserfiche shall retain ownership of, and title to,
Amedcan Micro /merging, Inc.
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CITY OF NEWPORT BEACH
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April 25, 2011
the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the
terms described in this License Agreement, and Licensee acquires no other rights.
3. Protection of Software. During the tern of this License Agreement and for seven years following termination of
this License Agreement, and for such additional term as the Software remains Laserfiche's trade secret or
confidential information, Licensee shall not directly or indirectly, alone or in conjunction with any other person or
company, (a) attempt to write or develop software in order to discover the source code and/or the trade secrets
contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade
secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques,
technology, and methodology incorporated in the Software or Documentation ("Laserfiche's trade secrets or
confidential information "), either directly or indirectly, to sell, market or distribute any software product which
competes with the Software; or (c) utilize the Software, Documentation, or Laserficbe's trade secrets 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 Software; or (d) publish the Software for
others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets 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 Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's
trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other
technique. Licensee shall not remove any product identification, copyright legend or other notices from the Software
or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade
secrets in the Software claimed by Laserfiche or third parties identified in the 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 Software.
4. Other Restrictions on Use. 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 Software must be
employees of Licensee or independent contractors bound by contractual obligation to use the Software solely in the
course of Licensee's business: all other uses of the 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 Software outside of the legal person that constitutes
Licensee. Licensee shall not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare
with any other person the Software or Documentation or any right granted by this License. The restrictions in this
paragraph shall not apply to read -only access by public users utilizing an authorized read -only Public Portal
connection.
5. Tenn and Termination. This License Agreement shall commence and terminate as follows:
A. The term of this License Agreement shall commence upon Licensee's acceptance of this License
Agreement and continue until terminated as provided in this License Agreement or until the expiration
date of all Software indicated in the applicable License Files. In addition, if a License File contains an
express expiration date applicable to particular Software, Licensee shall have no further right or license
to use such Software after the expiration date. Laserfiche may terminate this License Agreement for
cause immediately following a breach of this License Agreement. Laserfiche may also terminate this
License Agreement if Licensee violates, infringes or compromises any trademark, copyright, patent or
trade secret of Laserfiche or any third party identified in the Software or Documentation, or interferes
with any relationship between Laserfiche and any of its other Licensees or End Users of the Software.
B. Upon termination of this License Agreement, Licensee shall immediately cease all use of the Software
and the Documentation and return to Laserfiche or destroy all versions and copies of the Software and
the Documentation. Licensee shall remove and uninstall all such programs and materials from all hard
drives and other devices on which the Software or the Documentation may be found.
C. The termination of this License Agreement shall not terminate Licensee's obligations under this License
American Micr ®Imaging, Inc,
Z
April 25, 2011
Agreement, nor shall it release Licensee from the obligation to pay any monies that it may owe
Laserfiche or operate to discharge any liability that Licensee incurs before termination.
6. LIMITED WARRANTY: DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE
ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF
THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE
REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE
ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS.
LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY
THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL
OPERATE WITHOUT INTERRUPTION.
7. NO CONSEOUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS
SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS,
DIRECTORS, CONSULTANTS, OR SUPPLIERS ( COLLECTIVELY, "REPRESENTATIVES ") BE LIABLE TO
LICENSEE 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,
OR THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS
BY ANY PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF
WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR
CLAIMS.
8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE
FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, WHETHER BASED ON A BREACH
OF CONTRACT, BREACH OF WARRANTY, OR CLAIM OF NEGLIGENCE, MISREPRESENTATION OR
OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE STRICTLY LIMITED
TO THE ACTUAL AMOUNT LICENSEE PAID FOR THE DEFECTIVE SOFTWARE COMPONENT 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. This limitation applies even if the damages provided hereunder do
not fully compensate you for any losses or Laserfiche knew or should have known about the possibility of damages.
9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and
other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation
like any other copyrighted material except Licensee may install the Software and the Documentation as expressly
authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee
may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect
and the copy includes all trademark and copyright notices set forth on the Documentation.
10. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License
Agreement on the part of either party shall operate as a waiver of any right, power, or privilege under this License
Agreement No single or partial exercise of any right, power, or privilege under this License Agreement shall
preclude further exercise of any such right, power or privilege.
11. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by
a court or arbitration panel, the invalid or unenforceable provision shall be severed from this License Agreement and
shall be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable
provision shall not affect the validity or enforceability of the remainder of this License Agreement.
12. Governing Law. This License Agreement shall be deemed to have been made in, and shall be construed
' 0TS.R'h1R1
American M cro®enaging, Inc.
k}
ri 1
CITY OF NEWPORT BEACH
THE PAPERLESS COMPANY
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April 25, 2011
Agreement, nor shall it release Licensee from the obligation to pay any monies that it may owe
Laserfiche or operate to discharge any liability that Licensee incurs before termination.
6. LIMITED WARRANTY: DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE
ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF
THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE
REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE
ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS.
LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY
THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL
OPERATE WITHOUT INTERRUPTION.
7. NO CONSEOUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS
SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS,
DIRECTORS, CONSULTANTS, OR SUPPLIERS ( COLLECTIVELY, "REPRESENTATIVES ") BE LIABLE TO
LICENSEE 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,
OR THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS
BY ANY PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF
WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR
CLAIMS.
8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE
FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, WHETHER BASED ON A BREACH
OF CONTRACT, BREACH OF WARRANTY, OR CLAIM OF NEGLIGENCE, MISREPRESENTATION OR
OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE STRICTLY LIMITED
TO THE ACTUAL AMOUNT LICENSEE PAID FOR THE DEFECTIVE SOFTWARE COMPONENT 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. This limitation applies even if the damages provided hereunder do
not fully compensate you for any losses or Laserfiche knew or should have known about the possibility of damages.
9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and
other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation
like any other copyrighted material except Licensee may install the Software and the Documentation as expressly
authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee
may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect
and the copy includes all trademark and copyright notices set forth on the Documentation.
10. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License
Agreement on the part of either party shall operate as a waiver of any right, power, or privilege under this License
Agreement No single or partial exercise of any right, power, or privilege under this License Agreement shall
preclude further exercise of any such right, power or privilege.
11. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by
a court or arbitration panel, the invalid or unenforceable provision shall be severed from this License Agreement and
shall be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable
provision shall not affect the validity or enforceability of the remainder of this License Agreement.
12. Governing Law. This License Agreement shall be deemed to have been made in, and shall be construed
' 0TS.R'h1R1
American M cro®enaging, Inc.
k}
ri 1
CITY OF NEWPORT BEACH
RFP 4 -1 DOCUMENT IMAGING SYSTEM
April 25, 2011
pursuant to the laws of, the State of California, as if all parties were resident in California and the License
Agreement were to be wholly performed within the State of California. The parties agree that the United National
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13. Entire Agreement. This License Agreement, including the License Files, any Readme file included with the
Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of
the parties, and supersede and cancel all previous written and oral agreements, representations, warranties,
statements and other communications relating to the subject matter of this License Agreement. No course of
performance, course of dealing, or usage of trade shall override the written terms of this License Agreement.
15. Limitation on Actions. No suit, claim, action or proceeding based on or related to this License Agreement, its
terms, provisions and warranties, or arising out of its performance or breach, whether in contract or tort, shall be
instituted by Licensee against Laserfiche or its Representatives more than one year after Licensee first discovers, or
should have discovered, any of the material facts upon which the action, proceeding or claim is based. Licensee
waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action or
proceeding.
16. U.S. Government Restricted Rights Notice. This 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 shall not remove or deface
any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media
associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long
Beach Blvd., Long Beach, Califomia 90807, a California corporation dba Laserfiche.
17. Export Restrictions. Licensee acknowledges that the 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 shall 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 Software or related
technical information, document, or material or direct 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.
18. Captions. The captions used on this License Agreement are for convenience only and shall not be a part of this
License Agreement.
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.
(c) 2011 Compulink Management Center, Inc.
American Nicvo/magfng, /sec,
1