HomeMy WebLinkAboutContract 42614 CITY SECRETARY
CONTRACT NO. �-2�\
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SOFTWARE IMPLEMENTATION
SERVICES AGREEMENT
This Software Implementation Services Agreement ("A ree nt") is made and entered into this
day of �. (LU , 2011 by and between:
V. P. Imaging, Inc. dba DocuNav Solutions, A Texas Corporation
5048 Tennyson Parkway
Suite 110
Plano, Texas 75024
herein referred to as "Seller" or"City";
and
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, TX 76102
herein referred to as "Buyer" or"Consultant'
WITNESSETH
WHEREFORE, in consideration of the mutual covenants herein contained, and other valuable
consideration, the receipt of which is acknowledged, the parties agree as follows:
The Contract Documents shall include:
This Software Implementation Services Agreement
Exhibit A— DocuNav Quote 34197.3
Exhibit A-1 —Statement of Work
Exhibit B—Software License Agreement
Exhibit C— End User License Agreement
Exhibit D — Network Access Agreement
Applicable provisions of Department of Information Resources (DIR) Contract No. DIR-SDD-
1453, which are incorporated herein by reference.
All above listed Exhibits are attached hereto and incorporated herein into this Agreement for all
purposes. In the event of a conflict between the documents, the order of precedence shall be (i)
this Agreement plus Exhibits in the order of their listing; (ii) applicable provisions of DIR-SDD-
1453.
1. Agreement to Sell and Purchase: Seller hereby agrees to sell to Buyer, and Buyer agrees to
purchase from Seller those software products, services, maintenance agreements, and upgrades,
as more particularly described in: DocuNav quote 34197-3 attached hereto as Exhibit "A" and
Statement of Work attached hereto as Exhibit "A-1," both of which are incorporated by reference.
�
City of Fort Worth V.P. Imaging, Inc.,dba DocuNav
OFFICIAL RECORD!
Software Implementation Services Agreement CITY SECRETARY
fT,! 'WORTH, TX
2. Software License Agreements: It is specifically agreed and acknowledged that the software
products sold by Seller to Buyer as described in Section 1 hereinabove are being sold subject to
the restrictions, duties and obligations of the Software License Agreement, attached hereto as
Exhibit "B" and incorporated by reference. Buyer, by its execution of this agreement, agrees to
fully abide by the terms and conditions of such Software License Agreement.
3. Purchase Price and Payment: The purchase price for the software products being purchased
by Buyer from Seller are set forth in Quote 34197-3 (Exhibit "A") and shall not exceed the total
cost of$236,430.75. Payment shall be due and payable from Buyer to Seller as follows:
a. Seller shall invoice Buyer for 100% software and 1 St year maintenance fees once
software is delivered, payable net 30 from date of invoice.
b. Buyer will authorize professional services as set forth in the attached Statements of
Work by issuing a task order. It is acknowledged that professional services invoices for
items in Exhibit "A" will be billed as they occur and are payable net 30 from date of
invoice.
DocuNav consulting and software engineering services for the City's implementation of
LaserFiche Rio will be requested in the format of Task Orders. No work is authorized by
DocuNav unless directed in an approved Task Order. The task orders will define and
document the deliverables, cost and time required and will be approved by the City Project
Sponsors. The City Project Sponsors and DocuNav will acknowledge completion and
acceptance of the deliverables in the Task Order by their signature. Upon acceptance the
City can be invoiced for the Task Order.
c. It is agreed that the estimates for those items set forth in Exhibit "A" will not be
exceeded by Seller without prior written approval by Buyer. The estimated items may
include the number of hours/days required for installation, configurations, business
process review and training. If the service hours/days exceed the quoted amounts, seller
will bill after completion and buyer agrees to pay said charges. Service invoices have
terms of net 30 days.
d. All payments are Net 30 from date of invoice issued.
4. Term and Termination: The term of this Agreement shall be effective upon execution by all
parties ("Effective Date") and shall expire upon completion of all services contemplated
hereunder, but not later than [insert expiration date] ("Expiration Date").
a. Written Notice/Convenience.
Either Buyer or Seller may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
b. Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the Buyer in any fiscal
period for any payments due hereunder, Buyer will notify Seller of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to the Buyer of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been
appropriated.
2 City of Fort Worth V.P. Imaging, Inc.,dba DocuNw,
Software Implementation Services Agreement
c. Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the Buyer shall
pay Seller for services actually rendered up to the effective date of termination and Seller
shall continue to provide the Buyer with services in accordance with this Agreement up to
the effective date of termination. Upon termination of this Agreement for any reason,
Seller shall provide the Buyer with copies of all completed or partially completed
documents prepared under this Agreement.
5. Maintenance and Upgrade Fees: It is acknowledged that Exhibit "A" includes initial fees for
annual maintenance and upgrades for the software products sold to Buyer as more fully
described hereinabove. With respect to such maintenance and upgrade fees, it is agreed as
follows:
a. The sums payable by Buyer for maintenance and upgrades for additional years after
the included 1 st Year Support & Maintenance are payable annually 30 days prior to the
anniversary date of the purchase agreement.
b. Buyer has agreed to two additional years of support and maintenance at the current
rates that include a 10% discount and no increases will occur unless additional software is
added. Buyer will be invoiced 60 days prior to the anniversary date for each of the
additional years.
c. Laserfiche Software Assurance Plan is included as part of the maintenance and
upgrade fees and includes software updates and 100% upgrade credit for existing
software.
d. DocuNav Basic Support Level Agreement is included in the maintenance and upgrade
fees and includes basic technical support, installation and operations support services,
information services, and troubleshooting services: off-site; Monday — Friday
8:OOAM -5:OOPM CST; excluding holidays.
6. Limitation: It is specifically acknowledged and agreed that all techniques, procedures and
methodologies used and implemented by Seller in the performance of its work under this
agreement are not included in the sale, and all intellectual property rights to such techniques,
procedures and methodologies shall be retained by Seller, or by such third parties with whom
Seller may contract with or have licenses through.
7. Independent Contractor: It is specifically acknowledged that Seller is an independent
contractor, and that no agent, employee, or subcontractor of Seller shall be deemed an employee
of Buyer, or be entitled to any compensation from Buyer except as specifically set forth in this
agreement.
8. Confidentiality: Seller shall keep confidential all aspects of the work performed under this
contract, including but not limited to all communications regarding that work and all Buyer data
and information to which Seller obtains access in the course of performing services under this
agreement. Seller shall limit internal access to information regarding work under this contract to
those members of Seller's own staff or subcontractors of Seller who are directly involved in the
work or otherwise have a need for access to the information. Unless otherwise required by law,
Seller shall not disclose the information to anyone other than the Buyer's project manager and
Seller's own staff and subcontractors without the Buyer's prior written consent. Seller shall
ensure that all individuals and subcontractors engaged directly or indirectly by Seller to provide
3 City of Fort Worth V.P. Imaging, Inc.,dba DocuNav
Software Implementation Services Agreement
services under this agreement are advised of and required to comply with the forgoing
confidentiality obligation.
9. Sharing Information: Upon the Buyer's request, Seller shall share any project information
designated by the Buyer and shall fully cooperate with all corporations, firms, contractors,
governmental entities, and persons involved in or associated with the project and designated by
the Buyer in the request.
10. Commitment and Completion/Circumstances Beyond Control: It is agreed that Seller shall
commence work upon receipt of authorization to proceed from Buyer. Work shall be completed
pursuant to Exhibit "A." and any additional Statements of Work agreed upon by both parties.
Notwithstanding such schedules, it is acknowledged that delays resulting from any acts or
omissions of Buyer, or circumstances beyond the control of Buyer or Seller, including, but not
limited to acts of war or terror, natural disasters, material shortages, and acts of God, shall not be
deemed a breach of this agreement, and neither party shall be liable for losses resulting from any
such circumstances.
11. Warranty and Liability: Except as otherwise set forth herein, Seller's warranty is specifically
limited to successful completion of installation and operation of software programs with respect to
scanning and capturing documents of Buyer as provided in Exhibit "A," and that, except as may
be available through third party software vendors, Seller gives no other warranties, express or
implied.
SELLER SHALL BE LIABLE AND RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD THE
CITY HARMLESS FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
In no event shall either party be responsible to the other party for incidental, special, or
consequential damages arising from business interruption or lost profits suffered by the other
party or any third party arising out of the breach of any warranty provided herein.
12. Attorney's Fees: In case suit, action, or arbitration is instituted to enforce or rescind any of
the rights or provisions expressed in this agreement each party shall be responsible for the
payment of its costs and attorney's fees.
13. Governing Law/Venue: This agreement shall be governed and construed under the laws of
the State of Texas. Venue for any action arising under this Agreement shall be in the state or
district courts of Tarrant County, Texas.
14. Severability: If any provision of this agreement shall be declared to be prohibited or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this
agreement.
15. Complete Agreement: This represents the complete and final agreement of the parties
regarding the purchase and sale of software products and other services to be rendered by Seller
on behalf of Buyer and supersedes and replaces any oral or written agreements heretofore made.
Any modification to this agreement shall only be valid if in writing and signed by the parties
hereto.
4 City of Fort Worth V.P. Imaging, Inc.,dba DocuNa,.
Software Implementation Services Agreement
16. Right to Audit: Seller agrees that the Buyer shall, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the
said three years, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of the Seller involving transactions relating to
this Agreement at no additional cost to the Buyer. Seller agrees that the Buyer shall have access
during normal working hours to all necessary Seller facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. Buyer shall give Seller reasonable advance notice of intended audits.
17. Assignment: Seller shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the Buyer. However, Seller may assign this Agreement to
any of Seller's affiliates, subsidiaries, or any entity that acquires a majority interest in Seller. In the event of
such an assignment, Seller shall provide Buyer with at least sixty (60) days written notice. If Buyer grants
consent to an assignment, the assignee shall execute a written agreement under which the assignee
agrees to be bound by the duties and obligations of Seller under this Agreement. The Seller and Assignee
shall be jointly liable for all obligations of the Seller under this Agreement prior to the effective date of the
assignment. If the Buyer grants consent to a subcontract, the subcontractor shall execute a written
agreement with the Seller referencing this Agreement under which the subcontractor shall agree to be
bound by the duties and obligations of the Seller under this Agreement as such duties and obligations may
apply. The Seller shall provide the Buyer with a fully executed copy of any such subcontract.
18. Insurance: Seller shall provide the Buyer with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
18.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
Technology Coverage to include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Seller, its employees, agents, representatives in the
course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned,
hired and non-owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- per each employee
$500,000 Disease- policy limit
This coverage may be written as follows:
5 City of Fort Werth V.P. Imaging, Inc.,dba DocuNav
Software Implementation Services Agreement
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308— 1.01 et seq. Tex. Rev. Civ.
Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
18.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
(c) A minimum of Thirty(30) days notice of cancellation or reduction in limits of coverage shall
be provided to the City. Ten (10) days notice shall be acceptable in the event of non-
payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same
address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key
Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Seller has obtained all required insurance
shall be delivered to the City prior to Seller proceeding with any work pursuant to this
Agreement.
19. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
Buyer: City of Fort Worth Seller: DocuNav Solutions
Attn: Susan Alanis, Assistant City Manager Attn: Cody A. Bettis, President
1000 Throckmorton Address:5048 Tennyson Parkway,Ste 110
Fort Worth TX 76102-6311 City, State, Zip: Plano, Texas 75024
Facsimile: (817) 392-8654 Facsimile:
20. Network Access: If Seller, and/or any of its employees, officers, agents, servants or subcontractors
(for purposes of this section "Seller Personnel"), requires access to the City's computer network in order to
provide the services herein, Seller shall execute and comply with the Network Access Agreement which is
attached hereto as Exhibit "D" and incorporated herein for all purposes. Further, Seller shall be
responsible for specifically notifying all Seller Personnel who will provide services to the City under this
agreement of the following City requirements and restrictions regarding access to the City's Network as set
forth in Exhibit"D."
(a) Seller shall be responsible for any City-owned equipment assigned to Seller Personnel, and will
immediately report the loss or theft of such equipment to the City
6 City of Fort Worth V.P. Imaging, Inc.,dha DocuNav
Software Implementation Services Agreement
(b) Seller, and/or Seller Personnel, shall be prohibited from connecting personally-owned computer
equipment to the City's Network
(c) Seller Personnel shall protect City-issued passwords and shall not allow any third party to utilize
their password and/or user ID to gain access to the City's Network
(d) Seller Personnel shall not engage in prohibited or inappropriate use of Electronic Communications
Resources as described in the City's Administrative Regulation D7 (a copy of which will be made
available to Seller upon request)
(e) Any document created by Seller Personnel in accordance with this Agreement is considered the
property of the City and is subject to applicable state regulations regarding public information
(f) Seller Personnel shall not copy or duplicate electronic information for use on any non-City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Seller Personnel no longer
require Network access
(i) A breach of any of the foregoing, and/or Exhibit "D," by Seller, or any Seller Personnel, may result
in the revocation of the Network access privileges and/or termination of this Agreement
ACCEPTED AND AGREED:
SELLER BUYER:
V.P. IMAGING, INC DBA DocuNav Solutions, City of Fort Worth, Texas
A Texas Corporation
By: By.
Cod A. Bettis Susan Alanis
President Assistant City Manager
VP Imaging, Inc.
Date: x(-21- -WI Date:
Attest:
AttesW by
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Name ksni ed t S C k-
00 Ronald P. Gonzales,Asst.City Secretary
Title i f' � r; 2 ,� � " oop ��o o 0 Q 4 ,��
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P..a p° ROVED TO FORM AND LEGALITY:
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d�a o o�u�Gyo0 �`< Maleshia . Farmer
�0(AA�,'.�� : Assistant City Attorney
Contract Authorization:
7 City of Fort Worth V.P. Imaging, Inc.,dba DocuNa\, _. L- ZL-) ZL�- OFFICIAL RECORD
Software Implementation Services Agreement �Ct huthori zatio><
CITY SECRETARY
FT. WORTH, TX
M&C: C-25208
Date Approved: 10/4/2011
8 City of Fort Worth V.P. Imaging, Inc.,dba DocuNav
Software Implementation Services Agreement
DOCLEku'
Exhibit A:
SOLUTIONS QUOTE
VP Imaging,Inc.
5048 Tennyson Parkway,Suite 110
Plano,Texas 75024 Quote: 34197-3
800-353-2320 Date: 8131/11
VID# 1752738222400
DocuNav Contact: Ashley Jackson
To: Steve Streiffert
City of Fort Worth,Texas
1000 Throckmorton Street Note: All quotes expire 30 days from above
Fort Worth,TX 76102
(817)392-2221 date. Please call your VPI contact for any
steve.streiffert@fortworthgov.org changes.
Qty Item Descriptions Unit Pr Total
1 RIO Trade-up to the RIO System from the Laserfiche Concurrent Licensing: $182,495.00 $182,495.00
200 Unlimited Laserfiche Servers for MS SQL
Laserfiche Named Full Users Qty 200$660 per user
Included Rio Advanced Audit Trail
Included Rio E-mail
Included Rio Snapshot
Included Rio Web Access
Included Rio Workflow
Included Rio Watermark
Included Rio Records Management Edition peruser
Included Rio Public Portal license for Dual CPU machine$50,000
Included Rio ScanConnect Qty 3$165 each
1 Trade Trade in/up.This is the current existing credits for the Laserfiche system. -$19,136.67 -$19,136.67
in/up LF Standard Server,LF Full User United Qty 3,LF Retrieval User United Qty 6,and LF Webl-ink.
Current
Sys
1 DSA Annual DocuNav Support DSA Basic one year,DocuNav Support Agreement support $36,499.00 $36,499.00
RIO via email to support@docunay.com,or phone @ 800-353-2320,or fax, M-F,8am-
200 5pm,CST,excluding holidays. Includes one year of Laserfiche LSAP service packs&
point upgrades. RIO.
1 DSA DocuNav Solutions Three-Year Basic Maintenance/Support(DSA)Agreement -$3,649.90 -$3,649.90
BS3 Discount Customers who enter a three-year DSA contract with DocuNav Solutions,
DSC VP Imaging,Inc.,receive a 10%discount with the following terms:
* 10%discounted rate each year;
* Three-year contract payable by the year;
* Locked in support rates for term of contract;and
* Price based on existing system,so prices will change if licenses are increased.
50 DN ICT DocuNav Solutions Installation,Configuration,Business Process Review,and $1,025.00 $51,250.00
Training On-site or Remote. Daily rate is$1,025.00/day and includes all travel and
expenses. 4 hour minumum when scheduling.
1 DN DIR DocuNav Solutions DIR Discount(New Discount Rate effective 9/1/2011,6.75%Off -$11,026.69 -$11,026.69
DSC Software License). Please reference DIR Contract DIR-SDD-1453.
ATTENTION:
Payment Terms: Net 30. We accept American Express,MasterCard,and Visa. Lease options are
also available;please call if interested.
Please review the following: All warranties on hardware or software are extended by the
manufacturers. Please refer to the manufacturers documentation and license agreements prior to
opening packaging. Please sign,date,attach PO,and fax back to DocuNav Solutions at
469.327.4264,and we will process your order. Please call us at 800.353.2320(ext.2 for sales and
ext.3 for support),with any questions. We look forward to working with you!
i
Thank you,Ashley Jackson Subtotal $236,430.75
i
Tax
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SIG9 &DATE HERE Fn
Total T. WOR 4
Exhibt A-1: Statement of Work
'77777M
K
Lk s• • N - v
• 800.353.2320
Statement of Work
For Professional Implementation Services
Implementation
Fifty days of professional services have been included in Quote 34197-3 (Exhibit A) for the
implementation of the City's Laserfiche Rio system. The City may use these hours for assistance
with installation, configuration, departmental business process review, and training. Hours may
be used for work performed on-site or remotely, and should be scheduled in 4 hour minimum
time blocks for any on-site services. The City of Fort Worth will direct DocuNav as to how they
would like to utilize these hours. All professional services should be invoiced as they occur, and
all services invoices have a Net 30 payment term.
Below is a brief breakdown of what occurs during installation, departmental business process
review, configuration and training.
Software Installation
Upon receipt of approved order, the software can typically be delivered and installed
within two weeks. Installation will be a cooperative effort between customer's
employees and DocuNav Solutions. DocuNav will require assistance of all the
designated personnel from the customer. DocuNav Solutions will provide installation of
the expanded system to include the configuration and setup of server side components on
the customer's existing server environment to provide a working solution.
Departmental Business Process Review
Docunav can meet with the departments to get an understanding of current business
processes, design a plan on how to implement these processes into the system, and add or
modify any processes that are needed. The goal is to address and formalize templates,
documents and folder structures, search criteria desired, and filing rules, retention
schedules, security, etc. To help determine document types and templates, DocuNav will
review: current electronic and hardcopy documents; list of documents they want to scan;
what types of fields (name of file,type of file, keyword, etc.)they might want to search
by for documents; how they receive documents they plan to archive, etc.
Software Configuration: DocuNav Solutions will configure and setup the initial
Laserfiche volumes, folder trees, file structure, templates, filing rules, etc. based on the
decisions made in the departmental business process review meetings.
Training
DocuNav Solutions has many options available for training but with most customers"train the
trainers"is the best approach. Transferring knowledge to in-house trainers provides the most
effective method to enable our customers to support on-going training needs.
DocuNav consulting and software engineering services for the City's implementation of
LaserFiche Rio will be requested in the format of Task Orders. No work is authorized by
DocuNav unless directed in an approved Task Order. The task orders will define and document
the deliverable, cost, and time required and will be approved by the City Project Sponsors. The
City Project Sponsors and DocuNav will acknowledge completion and acceptance of the
deliverables in the Task Order by their signature. Upon acceptance the City can be invoiced for
the Task Order.
Exhibit B: Software License Agreement
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
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 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 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 unless such liability, claim, damage or suit is due to the
gross negligence or intentional misconduct of Licensor or its employees.
xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration, "
"Beta" or"Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the
Software to Licensee solely for demonstration,testing and feedback purposes; (B)
Licensee is strictly prohibited from using the Software for any purposes other than(i)
demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation
and testing of the Software for suitability for the period allowed in the applicable License
File,or(iii)providing feedback to Laserfiche; (C)testing does not include staging on a
server in a production environment, such as loading content prior to or for production
use; (D) Laserfiche makes no 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(c)
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
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, except if
required as a result of a court order or settlement which results from an infringement claim or suit, or if
instructed to do so in writing by Laserfiche. 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.
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.
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 AT THE EXPENSE OF LASERFICHE. 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. 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 pursuant to the laws of, the State of Texas. 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. [Deleted].
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: Laserfche,3545 Long Beach Blvd.,Long Beach,CA 90807,U.S.A.
(c)2011 Compulink Management Center, Inc.
Exhibit C: End User License Agreement
VP IMAGING, INC. END-USER LICENSE AGREEMENT ("EULA")
IMPORTANT—READ CAREFULLY:This is a legal agreement between you,(either an individual or a single entity),and VP
IMAGING INC. DocuNav Software is a wholly owned division of VP IMAGING INC. The enclosed DocuNav
software program("SOFTWARE")is licensed by VP IMAGING INC.to the original customer and any subsequent transferee of
the product for use only on the terns set forth here. Please read this license agreement. By downloading and installing
the SOFTWARE or by opening the envelope containing the SOFTWARE,installing,copying,or otherwise using the
SOFTWARE, you agree to be bound by the terms of this EULA.If you do not agree to the terms of this EULA,VP IMAGING
INC.is unwilling to license the SOFTWARE to you.In such event,you may not use or copy the SOFTWARE,and should
promptly contact RETAILER for instructions on return of the SOFTWARE for a refund.
SOFTWARE PRODUCT LICENSE
The SOFTWARE is protected by copyright laws and international copyright treaties,as well as other intellectual property laws
and treaties.You must treat the SOFTWARE like any other copyrighted material except you may install the SOFTWARE on a
single computer provided you keep the original solely for backup or archival purposes.The SOFTWARE is licensed,not sold.
1. GRANT OF LICENSE: This DocuNav product contains some or all of the following types of software:
"CLIENT SOFTWARE"that allows a computer or workstation to access or utilize the services provided by the Server Software;
"STAND-ALONE SOFTWARE"that operates on a single computer;'PLUG-fN SOFTWARE MODULES"that can be added to
separately purchased and supported software packages.DocuNav grants to you the following rights to the Client Software.Stand-
alone Software,and Plug-in Software Modules(collectively called the"SOFTWARE"):
You may store or install a copy of the computer software portion of the SOFTWARE on the COMPUTER to allow your other
COMPUTERS to use the SOFTWARE over an internal network. However,you must acquire and dedicate a license for the
SOFTWARE for each computer on which the SOFTWARE is used or to which it is distributed.A license for the SOFTWARE
may not be shared or used concurrently on different computers.
II. OTHER RESTRICTIONS:You may not sublicense,assign,loan,rent or lease the SOFTWARE,but you may transfer the
SOFTWARE,and accompanying written materials on a permanent basis,provided you retain no copies and the recipient agrees
to the terms of this agreement.You may not reverse engineer,decompile,disassemble,or create derivative works from the
SOFTWARE. The SOFTWARE is licensed as a single product.Its component parts may not be separated for use on more than
one computer.
III. LIMITATION OF LIABILITY:Under no circumstances and under no legal theory,tort, contract,or otherwise,shall
DocuNav or VP IMAGING INC., their suppliers or resellers be liable to you or any other person for any indirect, special,
incidental,or consequential damages whatsoever(including,without limitation,damages for loss of business profits,business
interruption,loss of business inforniation,or any other pecuniary loss)arising out of the use or inability to use the SOFTWARE
or provision of or failure to provide support services even if DocuNav or VP IMAGING INC.has been advised of the possibility
of such damages.In no event will DocuNav or VP IMAGING INC.be liable for any damages in excess of the amount DocuNav
received from you for a license to the SOFTWARE.
IV. GENERAL PROVISIONS:If any provision of the agreement is found to be unlawful,void,or unenforceable,then that
provision shall be severed from this agreement and will not affect the validity and enforceability of any of the
remaining provisions.
The SOFTWARE is NOT a stand-alone product.It is an accessory designed to be utilized in conjunction with additional software
that is purchased through,licensed by and supported by others.
This license agreement contains the sole and exclusive agreement between you,VP IMAGING INC.and DocuNav relating to its
subject matter.It shall not be modified or amended in any way by any purchase order or other document issued by you,but may
be amended only by a writing signed by both you and DocuNav and specifically referring to it.
This agreement will be governed and construed by the Laws of the State of Texas,except for that body of the law dealing with
conflicts of law.The headings are for convenience only and are not to be used to interpret this agreement.
S ttl�Vos, have any questions concerning this agreement,or if you desire to contact DocuNav for any reason,please write:
oftw e a division of P IMAGING INC.,Post Office Box 94011,Lubbock TX USA 79493. 1,
�S ,of have the authority to
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Exhibit D: Network Access Agreement
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and V.P. Imaging, Inc. dba
DocuNav Solutions with its principal location at 5048 Tennyson Parkway, Suite 110, Plano, Texas
75024, ("Contractor").
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide software
implementation services. In order to provide the necessary support, Contractor needs access to the
City's Network, Internet, Intranet, and email.].
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing software implementation services. Such access is granted
subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
® Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30)days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of
access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
Vendor Network Access Agreement Rev. 11,21/2010
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Contractor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
Vendor Network Access Agreement 2
V.P. Imaging, Inc. dba DocuNav Solutions Rev. 12/21/2010
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.
City shall give subcontractor reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby
warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this
agreement and to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: V.P.,Imaging, In p.,dba DocuNav Solutions:
By: By:
S an Janis Name: I C c
As§istgnt City a_np er Title:
Date: I l��"D 1 I ��Q�a��Date:
j_, • ��CAP T
Attested by: 0 u0 a
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o
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0
° N*ne:p fNAI 1CO iol c
Ronald R Gonzales,Asst City t�d TIV*. , e
0
APPROVED AS TA FORM AND LEGA °°.
By.
FOFFICIAL CORD
Vendor Network Access Agreement 3 V.P. Imaging, Inc. dba DocuNav Solutions TARY, TX j
Assistant City Attorney
M &C: none required
Vcndor Network Acccss Agrccmcnt 4
V.P. Imaging, Inc. dba DocuNav Solutions Rcv. 12/21/2010
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/4/2011
DATE: Tuesday, October 04, 2011 REFERENCE NO.: C-25208
LOG NAME: 04VP IMAGAING DBA DOCUNAV SOLUTIONS
SUBJECT:
Authorize Execution of an Agreement for Software and Professional Services with V. P. Imaging, Inc. d/b/a
DocuNav Solutions, for the Purchase of Laserfiche Electronic Document Management Software,Training,
Maintenance and Support, Using a State of Texas Department of Information Resources Contract for the
Information Technology Solutions Department in an Amount Not to Exceed $236,430.75 (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that City Council authorize execution of an Agreement for software and professional
services with V. P. Imaging, Inc., d/b/a DocuNav Solutions for the purchase of Laserfiche Electronic
Document Management software,training, maintenance and support, using State of Texas Department of
Information Resources Contract No. DIR-SDD-1453 for the Information Technology Solutions Department
in an amount not to exceed $236,430.75.
DISCUSSION:
In 2009 several software packages were thoroughly evaluated for possible implementation of an
Enterprise Information Management System (EIMS) based on requirements by multiple departments
participating in a pilot program. Laserfiche was one of the top two products scored; however, at that time
funding was not available to implement a solution.
This software was initially acquired by the City's Public Health Department; however, when the
responsibilities of that department were absorbed by Tarrant County, the City Secretary acquired the
software to implement a document imaging system for City Council-approved documents. The City
Secretary currently uses the Laserfiche software in a limited role for electronically scanning, storing and
sharing documents. Other departments in the City have indicated a strong need for this capability as well.
After thorough evaluation, Staff recommends expanding the use of Laserfiche as the City's EIMS solution
for electronically storing and managing information. This capability will reduce the need for paper storage,
improve efficiency of sharing and accessing the information and most importantly enable greater
transparency to the public of City information. Additional benefits are capabilities for workflow systems
and attaching the City's records retention schedules to documents to ensure proper retention and
disposition.
This M&C provides for 200 licenses that will give City staff the ability to scan and manage the documents
in the system and also provides unlimited read only access to stored information that will be made
available to staff and the public. This implementation will be focused on the City Secretary Office, and also
enhance critical, cross-departmental functions led by the Water, Police and Human Resources
Departments.
The State of Texas Department of Information Resources (DIR) is authorized to offer the cooperative
purchasing program to state agencies, public institutions of higher learning, public school districts and
local governments. Pursuant to State law, a local government that purchases goods and services under
the Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements.
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ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the
City Manager for an amount up to$50,000.00 and does not require specific City Council approval as long
as sufficient funds have been appropriated.
RENEWAL OPTIONS -The support Agreement may be renewed for up to three additional, one-year
terms by mutual Agreement of the parties. This action does not require specific City Council approval
provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal term.
M/WBE-A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions
Department and approved by M/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Information Systems Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 537100 0046040 $236.430.75
CERTIFICATIONS:
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Peter Anderson (8781)
Additional Information Contact: Steve Streiffert (2221)
ATTACHMENTS
1. FE72 537100.pdf (CFW Intemal)
2. LASERFICHE WAIVER.pdf (CFW Intemal)
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