HomeMy WebLinkAbout05/19/2009 10 Laserfiche Document Management System Contract with VP Consulting for Acquisition and Implementation BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
III AGENDA STATEMENT
Item No. i a
For Meeting of May 19, 2009
ITEM TITLE: Consideration of a Resolution authorizing execution of contracts for acquisition and
implementation of the Laserfiche Document Management System provided by VP
Consulting
SUBMITTED BY: Rita DeBord, Finance Director
Rick Pettyjohn, Information Systems Manager
CONTACT PERSON/TELEPHONE: Rick Pettyjohn, Information Systems Mgr- 575 -6098
SUMMARY EXPLANATION:
The City Clerk's Office currently files and maintains the City's official records only as paper copies.
These records are indexed with a technologically outdated computer program with limited functionality.
Because the system is paper- based, researching and reviewing the records requires a physical trip to
the City Clerk's office and the assistance of City Clerk's personnel. The indexing system includes only
simple indexes and provides no content search capabilities. The system is cumbersome and inefficient
for the City's employees and citizens. The 2009 budget included an $85,000 Policy Issue to replace
this manual system with an automated Document Management System. This system will provide both
® internal efficiencies and will help the City to more easily comply with the Washington State Public
Records Act.
The Laserfiche Document Management System provided by VP Consulting is a commonly used system
within Washington. Twenty -seven City, County, and State agencies use the system plus some federal
agencies and private companies. Thurston County selected the system through a competitive Request
for Proposal process. Yakima's proposed acquisition is through an Interlocal Agreement with Thurston
County authorized by Resolution 2002 -07
Sufficient funds have been appropriated by a Council Policy Issue in the 2009 Budget for the
acquisition of the Laserfiche Document Management System.
Resolution X Ordinance Other (Specify) Contract
Mail to (name and address): VP Consulting, 90971 S. Willamette St., Coburg, OR 97408
Phone: 451 -687 -0594
Funding Source General Fund ,�,/
APPROVED FOR SUBMITTAL: 42_3.,- �- -( 1-04....Citv Manager
STAFF RECOMMENDATION: Adopt Resolution
BOARD / COMMISSION /COMMITTEE RECOMMENDATION: Approval recommended by the
0 City Council Budget Committee on April 3, 2008
COUNCIL ACTION:
• RESOLUTION NO. R -2009 _
A RESOLUTION authorizing the City Manager for the City of Yakima to execute contracts
necessary for the acquisition and implementation of the Laserfiche
Document Management System provided by VP Consulting Inc.
WHEREAS, the City of Yakima has found it in the best interest of the City to replace the
manual, paper -based document management system of official records in the City Clerks Office
with an automated, digitally -based Document Management System; and
WHEREAS, the Laserfiche Document Management System provided by VP Consulting
is a commonly used system within Washington state including twenty -seven Cities, Counties,
and State Agencies; and
WHEREAS, Thurston County, Washington, selected the Laserfiche Document
Management System provided by VP Consulting through a competitive Request for Proposal
process; and
WHEREAS, the City of Yakima and Thurston County, Washington, have an Interlocal
Purchasing Agreement authorized by Resolution 2002 -07 allowing for the acquisition of goods
and services from each others purchasing contracts, and:
40 WHEREAS, sufficient funds have been appropriated by a Council Policy Issue in the
2009 Information Systems budget for the acquisition and implementation of the Laseriche
Document Management System provided by VP Consulting Inc.,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
YAKIMA:
The City Manager for the City (or designee) is hereby authorized to execute a contract in
substantially the same form as the enclosed contract, and any supplemental contracts or
documents necessary for the City of Yakima to acquire and implement the Laserfiche Document
Management System provided by VP Consulting Inc.
ADOPTED BY THE CITY COUNCIL this 19 day of May, 2009.
David Edler, Mayor
ATTEST:
City Clerk
III
III SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA/ VP CONSULTING INC.
CONTRACT No. 2009-56
THis CONTRACT No. 2009 -56 is entered into in duplicate originals between the CrrY OF YAICIMA,
WASHINGTON, a municipal corporation, with its principal offices at 129 North Second Street, Yakima,
Washington 98901, hereinafter "CITY," and VP CONSULTING INC. AKA (VPCI) an Oregon corporation,
with its principal offices at 90971 South Willamette Street, Coburg, OR 97408, hereinafter "CONTRACTOR"
WHEREAS, the CITY requires document management services and the software to implement such
services but does not possess the necessary expertise to develop it;
WHEREAS, the CONTRACTOR has the expertise to provide the services which meet the City's
requirements;
In consideration of the mutual benefits and covenants contained herein, the parties agree as follows:
1. DURATION OF CONTRACT
The term of this CONTRACT No. 2009 -56 shall begin on the date last executed below, and shall
continue until terminated. Additional services and products may be provided under this
CONTRACT by amending to this CONTRACT supplementary EXHIBIT A - ORDER FORM, EXHIBIT B -
• SCOPE OF SERVICES and EXHIBIT C - COMPENSATION, attached and incorporated by this reference.
Any such supplementary exhibits must be' authorized and accepted in writing by both Parties to
this CONTRACT.
2. SERVICES PROVIDED BY THE CONTRACTOR
The CONTRACTOR represents that it is qualified and possesses the necessary expertise,
knowledge, training, and skills, and has the necessary licenses and /or certification to perform the
services set forth in this CONTRACT No. 2009 -56.
The CONTRACTOR shall perform the following services:
• 2.1. Provide the CITY with all professional services, hardware, software and licenses for the
LASERFICHE ENTERPRISE CONTENT MANAGEMENT SYSTEM (ELMS) as set forth in EXHIBIT
A - ORDER FORM, attached and incorporated by this reference; and EXHIBIT B - SCOPE OF
SERVICES, attached and incorporated by this reference.
2.2. Supply its own labor and materials. Unless otherwise provided for in the CONTRACT No.
2009 -56, no material, labor, or facilities will be furnished by the CITY.
2.3. Perform the work according to standard industry practice of the type of work specified
by this CONTRACT No. 2009 -56.
2.4. Complete its work in a timely manner and in accordance with the schedule within
EXHIBIT B - SCOPE OF SERVICES, attached and incorporated by this reference.
• 2.5. Confer with the CITY from time to time, during the progress of the work.
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Professional Service Contract 5/14/09
2.6. Prepare and present status reports on its work as requested by the CITY. •
3. SERVICES PROVIDED BY THE CITY
In order to assist the CONTRACTOR in fulfilling its duties under this CONTRACT No. 2009 -56, the
CITY shall provide the following:
3.1. Relevant information as exists to assist the CONTRACTOR with the performance of the
CONTRACTOR'S services.
3.2. Coordination with CITY departments and personnel as necessary for the performance of
the CONTRACTOR'S services.
3.3. Services, documents, or other information identified in EXHIBIT B - SCOPE OF SERVICES,
attached and incorporated by this reference.
3.4. An ECMS SYSTEM ADMINISTRATOR for the purposes of this project. The CITY may
change its ECMS SYSTEM ADMINISTRATOR upon providing written notice to the
CONTRACTOR. The ECMS SYSTEM ADMINISTRATOR shall be responsible for coordinating
and resolving all software and hardware technical issues with the CONTRACTOR. The
ECMS SYSTEM ADMINISTRATOR is as follows:
ECMS SYSTEM ADMINISTRATOR: John Carney
Title: Lead Client Services Technician
Mailing Address: City of Yakima / Information Systems
129 N. 2nd St.
City, State and Zip Code: Yakima, WA 98901
Telephone Number: (509) 575 -6098
Fax Number: (509) 575 -3021
E -mail Address: jcarney@ci.yakima.wa.us
3.5. The CITY shall have a ECMS USER REPRESENTATIVE for the purposes of this project. The
CITY may change its ECMS USER REPRESENTATIVE upon providing written notice of to
the CONTRACTOR. The ECMS USER REPRESENTATIVE shall be responsible for:
3.5.1. Providing documentation of workflows and documents to be included in the
ECMS,
3.5.2. Providing access to all documents and information required to complete the
ECMS project, and
3.5.3. Testing ECMS to assure it meets the requirements this contract.
The ELMS USER REPRESENTATIVE is as follows:
ECMS USER REPRESENTATIVE: Jodi Stephens
Title: Public Records Officer
Mailing Address: City of Yakima / City Clerk Office
129 N. 2 St.
City, State and Zip Code: Yakima, WA 98901
Telephone Number: (509) 576 -6652
FAX Number: (509) 576 -6635
E -mail Address: jstephen@ci.yakima.wa.us .
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Professional Service Contract 5/14/09
i
4. CONTRACT REPRESENTATIVES
Each party to this CONTRACT No. 2009 -56 shall have a CONTRACT REPRESENTATIVE. Each party
may change its CONTRACT REPRESENTATIVE upon providing written notice to the other party.
The parties' CONTRACT REPRESENTATIVES are as follows:
4.1. For CONTRACTOR:
CONTRACT REPRESENTATIVE: Vicki Pattle
•
Title: President
Mailing Address: 90971 South Willamette Street
City, State and Zip Code: Coburg, OR 97408
Telephone Number: (541)587-0594
Fax Number: (541) 342 -2667
E -mail Address: vickip@vpcicom
4.2. For CITY:
CONTRACT REPRESENTATIVE: Rick Pettyjohn
Title: Information Systems Manager
Mailing Address: City of Yakima / Information Systems
129 N. 2nd St.
• City, State and Zip Code: Yakima, WA 98901
Telephone Number: (509) 576 -6695
Fax Number: (509) 575 -3021
E -mail Address: rpettyjo@ciyakima.wa.us
5: COMPENSATION
5.1. For the services performed hereunder, the CONTRACTOR shall be paid based upon
mutually agreed rates contained in EXHIBIT A - ORDER FORM, attached and incorporated
by reference. The maximum total amount payable by the CITY to the CONTRACTOR under
this Contract shall not exceed the amount specified in EXHIBIT A - ORDER FORM attached
to this Contract. This amount does not include sales tax.
5.2. No payment shall be made for any work performed by the CONTRACTOR, except for work
identified and set forth in this CONTRACT No. 2009 -56 or supporting exhibits or
attachments incorporated by reference into this CONTRACT No. 2009 -56.
5.3. The CITY shall pay the CONTRACTOR in accordance with the payment schedule contained
in EXHIBIT C - COMPENSATION attached and incorporated by this reference.
5.4. The CONTRACTOR shall not be paid for services rendered under the CONTRACT No. 2009-
56 unless and until they have been performed to the satisfaction of the CITY.
5.5. In the event the CONTRACTOR has failed to perform any substantial obligation to be
performed by the CONTRACTOR under this CONTRACT No. 2009 -56 and such failure has
not been cured within thirty (30) days following notice from the CITY, then the CTrY may,
• in its sole discretion, upon written notice to the CONTRACTOR, withhold any and all
monies due and payable to the CONTRACTOR, without penalty until such failure to
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Professional Service Contract 5/14/09
perform is cured or otherwise adjudicated. "Substantial" for purposes of this CONTRACT
No. 2009 -56 means faithfully fulfilling the terms of the contract with variances only for
technical or minor omissions or defects.
5.6. Unless otherwise provided for in this CONTRACT No. 2009 -56 or any exhibits or
attachments hereto, the CONTRACTOR shall not be paid for any billings or invoices
presented for payment prior to the execution of the CONTRACT No. 2009 -56 or after its
termination.
6. SAFEGUARDING INFORMATION
6.1. All personal, criminal, and other privileged information collected, used or acquired in
connection with this CONTRACT No. 2009 -56 shall be used solely for the purposes of this
CONTRACT No. 2009 -56. The CONTRACTOR agrees not to release, divulge, publish,
transfer, sell or otherwise make known this information without the express written
consent of the entity or as provided by law.
6.2. The CONTRACTOR agrees to implement physical, electronic and managerial safeguards to
prevent unauthorized access to privileged information. Such safeguards shall include,
but are not limited to, the limitation of access to Car information to only those
employees, agents or sub - contractors who need to see it for the purposes of installing and
configuring the Laserfiche software and requiring such employees, agents or sub-
contractors to sign a confidentiality and nondisdosure agreement as set forth in EXHIBIT
D - CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT, attached and incorporated by
this reference. In addition, all employees, agents or sub - contractors or any other
individual who may be working around CITY documents containing criminal information
shall undergo a background check which shall be conducted by the City of Yakima Police
Department then verified and approved by the CITY Information Systems Manager. The
CONTRACTOR shall pay the then standard City of Yakima fee for each background check.
The CITY reserves the right to monitor, audit or investigate the use of criminal, personal,
or other privileged information collected, used, acquired or released to the CONTRACTOR
through this CONTRACT No. 2009 -56. To the extent required by law, the CONTRACTOR
shall certify in writing the return or destruction of all personal information upon
expiration of this CONTRACT No. 2009 -56.
6.3. Any breach of this SECTION 6 - SAFEGUARDING INFORMATION may result in termination
of the CONTRACT No. 2009 -56 and the demand for return of all records in connection
with this CONTRACT No. 2009 -56. The CONTRACTOR agrees to indemnify and hold
harmless the CITY for any damages related to the CONTRACTOR'S unauthorized use or
disdosure of criminal, personal, or other privileged information.
6.4. The provisions of this SECTION 6 - SAFEGUARDING INFORMATION shall be included in any
CONTRACTOR'S subcontract(s) relating to the services provided under this CONTRACT
No. 2009 -56.
6.5. "Personal Information" shall mean information identifiable to any person, including, but
not limited to, information that relates to a person's name, health, finances, education,
business, use or receipt of governmental services or other activities, addresses, telephone
numbers, social security numbers, driver license numbers, other identifying numbers,
and any financial identifiers and information contained in police accident reports, law
enforcement investigative files and criminal prosecution case files. Personal Information
indudes "Protected Health Information" as set forth in 45 CFR § 164.501 as currently
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•
1111 drafted and subsequently amended or revised and other information that may be exempt
from disclosure to the public or other unauthorized persons under either RCW .42.56, the
Washington State Public Disclosure Act or other federal and state statutes and
regulations including 42 CFR Part 2, Chapter 70.02 RCW, Chapter 70.24 RCW, Chapter
70.96A RCW and Chapter 71.05 RCW.
6.6. The provisions of this SECTION 6 - SAFEGUARDING INFORMATION shall survive
termination of this CONTRACT No. 2009 -56.
7. AMENDMENTS AND CHANGES IN WORK
7.1. In the event of any errors or omissions by the CONTRACTOR in the performance of any
work required under this CONTRACT No. 2009 -56, the CONTRACTOR shall make any and
all necessary corrections without additional compensation. All work submitted by the
CONTRACTOR shall be certified by the CONTRACTOR and checked for errors and
omissions. The CONTRACTOR shall be responsible for the accuracy of the work, even if
the work is accepted by the CITY.
7.2. No amendment, modification or renewal shall be made to this CONTRACT unless set forth
in a written CONTRACT AMENDMENT, signed by both parties and attached to this
CONTRACT No. 2009-56. Work under a CONTRACT AMENDMENT shall not proceed until
the CONTRACT AMENDMENT is duly executed by the CITY.
8. HOLD HARMLESS AND INDEMNIFICATION
• 8.1. The CONTRACTOR shall hold harmless, indemnify and defend the CITY, its officers,
officials, employees and agents, from and against any and all claims, actions, suits,
liability, losses, expenses, damages, and judgments of any nature whatsoever, including
costs and attorneys fees in defense thereof, for injury, sickness, disability or death to
persons or damage to property or business, caused by or arising out of the
CONTRACTOR'S acts, errors or omissions or the ads, errors or omissions of its employees,
agents, sub - contractors or anyone for whose acts any of them may be liable, in the
performance of this CONTRACT No. 2009 -56. Claims shall indude, but not be limited to,
assertions that information supplied or used by the CONTRACTOR or sub -contractor
infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair
trade practice. PROVIDED HOWEVER, that the CONTRACTOR'S obligations hereunder
shall not extend to injury, sickness, death or damage caused by or arising out of the sole
negligence of the CITY, its officers, officials, employees or agents. PROVIDED FURTHER,
that in the event of the concurrent negligence of the parties, the CONTRACTOR'S
obligations hereunder shall apply only to the percentage of fault attributable to the
CONTRACTOR, its employees, agents or sub-contractors.
8.2. In any and all claims against the CITY, its officers, officials, employees and agents by any
employee of the CONTRACTOR, sub - contractor, anyone directly or indirectly employed by
any of them, or anyone for whose acts any of them may be liable, the indemnification
obligation under this SECTION 8 - HOLD HARMLESS AND INDEMNIFICATION shall not be
limited in any way by any limitation on the amount or type of damages, compensation, or
benefits payable by or for the CONTRACTOR or sub - contractor under Worker's
Compensation acts, disability benefits acts, or other employee benefits acts, it being
clearly agreed and understood by the parties hereto that the CONTRACTOR expressly
40 waives any immunity the CONTRACTOR might have had under Tide 51, RCW. By
executing the CONTRACT, the CONTRACTOR acknowledges that the foregoing waiver has
been mutually negotiated by the parties and that the provisions of this SECTION 8 - HOLD
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Professional Service Contract 5/14/09
•
•
HARMLESS AND INDEMNIFICATION shall be incorporated, as relevant, into any contract the
CONTRACTOR makes with any sub - contractor or agent performing work hereunder.
83. The CONTRACTOR'S obligations hereunder shall include, but are not limited to,
investigating, adjusting and defending all claims alleging loss from action, error or
omission, or breach of any common law, statutory or other delegated duty by the
CONTRACTOR, the CONTRACTOR'S employees, agents or sub-contractors.
8.4. License Agreement: CITY agrees to indemnify, protect and hold CONTRACTOR harmless
from any claims, suits, actions, liabilities and damages induding all legal costs incurred
by CONTRACTOR solely and only resulting from any violation by CITY under the terms of
EXHIBIT G - LASERFICHE SOFTWARE LICENSE AGREEMENT, hereinafter "LICENSE
AGREEMENT", entered into between Compulink Management Center and CITY, attached
and incorporated by this reference. The terms of the LICENSE AGREEMENT apply only to
the CITY and Compulink Management Center and in no way do the terms of the LICENSE
AGREEMENT apply to the relationship between CITY and CONTRACTOR.
8.5. The provisions of this SECTION 8 - HOLD HARMLESS AND INDEMNIFICATION shall survive
termination of this CONTRACT. _
9. LIMITED WARRANTY
9.1. The media on which the LICENSED SOFTWARE is provided shall be free of defects in
material and workmanship.
9.2. CONTRACTOR warrants the LICENSED SOFTWARE to operate in all material respects as •
specified in the LASERFICHE and CONTRACTOR product documentation and manuals.
CONTRACTOR shall be responsible for correcting, at its own expense, any material defects
in the LICENSED SOFTWARE that are brought to CONTRACTOR'S attention by CITY within a
period of 6 months (180 days) after acceptance of the LICENSED SOFTWARE by CITY. Such
repair efforts represent Crry's sole and exdusive remedy for breach of warranty unless
defects can not be repaired.
9.3. CONTRACTOR warrants as follows for all software customization made by CONTRACTOR
for the Cm: (1) All software customization shall continue to be supported by
CONTRACTOR under its maintenance agreement with the CITY; (2) All software
customizations shall be preserved and shall remain functional in any future software
versions, revisions, or updates provided by CoNTRACTOR; (3) All future software
versions, revision, or updates provided by CONTRACTOR shall not cause the CITY to incur
any additional cost as a result of the software customizations. These provisions shall
apply for as long as the CITY is covered by the CoNTRAc: roR's maintenance agreement.
9.4. The LICENSED SOFTWARE shall be compatible with the operating system, application
programs, CPU, and networks specified in the LASERFICHE and CONTRACTOR product
documentation and manuals in addition to the recommended hardware configuration.
9.5. Warranties shall not apply to the extent of any problems encountered with the integration
of external databases with the software installation.
9.6. Warranties shall not apply to the extent of any problems encountered as a result of the
failure of the CITY'S existing computing equipment, servers, networks or operating •
systems.
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• 9.7. These Warranties shall apply to all software and services provided under this CONTRACT
No. 2009 -56 including any future ORDER FORMS and SCOPES OF SERVICE agreed to by
both parties in writing and attached to this CONTRACT No. 2009 -56.
10. INSURANCE
10.1. Professional Liability Insurance: On or before the date this CONTRACT No. 2009 -56 is
fully executed by the parties, CONTRACTOR shall provide the CITY with a certificate of
insurance as proof of professional liability/errors & omissions insurance with a minimum
liability limit of One Million Dollars ($1,000,000.00). The certificate shall clearly state who
the provider is, the amount of coverage, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
CONTRACT No. 2009 -56. The policy shall name the CITY, its elected officials, officers,
agents, and employees as additional insured, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving the CITY thirty (30) calendar
days prior written notice. The insurance shall be with an insurance company rated A -VII
or higher in Best's Guide.
10.2. Workers' Compensation (Industrial Insurance): The CONTRACTOR shall maintain
workers' compensation insurance as required by Title 51, RCW, and shall provide
evidence of coverage to the City Clerk Division of the CITY.
The CONTRACTOR shall send to the CITY at the end of each quarter written verification
that premium has been paid to the Washington State Department of Labor and Industries
• for Industrial Insurance coverage. Alternatively, the CONTRACTOR shall provide
certification of approval by the Washington State Department of Labor and Industries if
self- insured for Workers Compensation.
10.3. Commercial Liability Insurance: On or before the date this CONTRACT No. 2009 -56 is
fully executed by the parties, CONTRACTOR shall provide the CITY with a certificate of
insurance as proof of commercial liability insurance with a minimum liability limit of One
Million Dollars ($1,000,000,00) combined single limit bodily injury and property damage.
The certificate shall clearly state who the provider is, the amount of coverage, the policy
number, and when the policy and provisions provided are in effect. Said policy shall be
in effect for the duration of this CONTRACT No. 2009 -56. The policy shall name the CITY,
its elected officials, officers, agents, and employees as additional insured, and shall
contain a dause that the insurer will not cancel or change the insurance without first
giving the CITY thirty (30) calendar days prior written notice (any language in the clause
to the effect of "but failure to mail such notice shall impose no obligation or liability of
any kind upon the company" shall be crossed out and initialed by the insurance agent).
The insurance shall be with an insurance company rated A -VII or higher in Best's Guide
and admitted in the State of Washington.
10.4. Automobile Liability Insurance: On or before the date this CONTRACT No. 2009 -56 is
fully executed, the CONTRACTOR will identify those individuals who will use their
personal vehicles in conjunction with this CONTRACT No. 2009 -56. As proof of insurance,
each of those individuals will be required to furnish the CITY either a certificate of
insurance or a copy of the declarations page from their personal automobile policy.
Minimum limits required are $1,000,000.00 per occurrence combined single limit bodily
• injury and property damage. Updated declarations pages will be furnished to the CITY
each time the personal automobile policies renew. The insurance shall be with an
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insurance company or companies rated A VII or higher in Best's Guide and admitted in
the State of Washington.
10.5. Other Insurance Provisions:
10.5.1. The CONTRACTOR'S liability insurance provisions shall be primary with respect to
any insurance or self - insurance programs covering the CITY, its elected and
appointed officers, officials, employees and agents.
10.5.2. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the CITY, its officers, officials, employees or agents.
10.5.3. The CONTRACTOR'S insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
10.5.4. The CONTRACTOR shall include all sub - contractors as insured's under its policies
or shall furnish separate certificates and endorsements for each sub -contractor.
All coverage for sub - contractors shall be subject to all of the requirements stated
herein.
10.5.5. The insurance limits mandated for any insurance coverage required by this
CONTRACT No. 2009 -56 are not intended to be an indication of exposure nor are
they limitations on indemnification.
10.5.6. The CONTRACTOR shall maintain all required policies in force from the time •
services commence until services are completed. Certificates, policies, and
endorsements expiring before completion of services shall be promptly replaced.
10.6. Verification of Coverage and Acceptability of Insurers: The CONTRACTOR shall place
insurance with insurers licensed to do business in the State of Washington and having
A.M. Best Company ratings of no less than A -, with the exception that excess and
umbrella coverage used to meet the requirements for limits of liability or gaps in
coverage need not be placed with insurers or re- insurers licensed in the State of
Washington.
10.6.1. Certificates of Insurance shall show the Certificate Holder as the City of Yakima
located at 129 North Second Street, Yakima, Washington.
10.6.2. Written notice of cancellation or change shall be mailed to the CITY at the
following address: -
Yakima City Manager
City of Yakima
129 N. 2nd St.
Yakima, WA 98901
10.63. The CONTRACTOR shall furnish the CITY with properly executed certificates of
insurance or a signed policy . endorsement which shall clearly evidence all
insurance required in this section prior to commencement of services. The
certificate shall, at a minimum, list limits of liability and coverage. The certificate
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. shall provide that the underlying insurance contract will not be canceled or
allowed to expire except on thirty (30) days prior written notice to the CITY.
10.6.4. The CONTRACTOR or its broker shall provide a copy of any and all insurance
polities specified in this CONTRACT No. 2009 -56 upon request of the City of
Yakima Legal Department.
11. TERMINATION
11.1. The CITY may terminate this CONTRACT No. 2009 -56 in whole or in part, with or without
cause, whenever the CITY determines, in its sole discretion, that such termination is in the
best interests of the CITY. The CITY may terminate this CONTRACT No. 2009 -56 upon
giving thirty (30) days written notice by Certified Mail to the CONTRACTOR. In that event,
the CITY shall pay the CONTRACTOR for all costs incurred by the CONTRACTOR in
performing the CONTRACT No. 2009 -56 up to the date of such notice. Payment shall be
made in accordance with SECTION 5 - COMPENSATION of this CONTRACT No. 2009 -56.
Any funds advanced for which work has not been completed shall be refunded to the
CITY.
11.2. In the . event that funding for this project is withdrawn, reduced or limited in any way
after the EFFECTIVE DATE of this CONTRACT No. 2009 -56, the CITY may summarily
terminate this CONTRACT No. 2009 -56 notwithstanding any other termination provision
of the CONTRACT No. 2009 -56. Termination under this paragraph shall be effective upon
the date specified in the written notice of termination sent by the CITY to the
0 CONTRACTOR. After the effective date of the termination, no charges incurred under this
CONTRACT No. 2009 -56 are allowable.
11.3. If the CONTRACTOR breaches any of its obligations hereunder, and fails to cure the breach
within thirty (30) days of written notice to do so by the CITY, the CITY may terminate this
CONTRACT No. 2009 -56, in which case the CITY shall pay the CONTRACTOR only for the
costs of services accepted by the CITY, in accordance with SECTION 5 - COMPENSATION of
this CONTRACT No. 2009 -56,. Any funds advanced for which work has not been
completed shall be refunded to the CITY. Upon such termination, the CITY, at its
discretion, may obtain performance of the work elsewhere, and the CONTRACTOR shall
bear all costs and expenses incurred by the CITY in completing the work and all damage
sustained by the CITY by reason of the CONTRACTOR'S breach. If, subsequent to
termination, it is determined for any reason that (1) the CONTRACTOR was not in default,
or (2) the CONTRACTOR'S failure to perform was not its fault or its sub - contractor's fault
or negligence, the termination shall be deemed to be a termination under SUBSECTION
11.1 of this SECTION 11- TERMINATION.
12. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING
12.1. The CONTRACTOR shall perform the terms of the CONTRACT No. 2009 -56 using only its
bona fide employees or agents who _ have the qualifications to perform under this
CONTRACT. The obligations and duties of the CONTRACTOR under this CONTRACT No.
2009 -56 shall not be assigned, delegated, or subcontracted to any other person or firm
without the prior express written consent of the CITY.
0 i 12.2. The CONTRACTOR warrants that it has not paid nor has it agreed to pay any company,
person, partnership, or firm, other than a bona fide employee working exclusively for
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CONTRACTOR, any fee, commission, percentage, brokerage fee, gift, or other consideration
contingent upon or resulting from the award or making of this CONTRACT No. 2009 -56.
12.3. In conformance with SUBSECTION 12.1, above, CITY agrees and acknowledges that certain
minor portions (less than 10%) of the services to be performed by CONTRACTOR shall be
performed by sub - contractors through separate agreements between the CONTRACTOR
and the sub - contractor.
13. NON - WAIVER OF RIGHTS
The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of
this CONTRACT No. 2009 -56 does not constitute a waiver of such provision(s) or future
performance, or prejudice the right of the waiving party to enforce any of the provisions of this
CoNTRACr No. 2009 -56 at a later time.
14. INDEPENDENT CONTRACTOR
14.1. The CONTRACTOR'S services shall be furnished by the CONTRACTOR as an Independent
Contractor and not as an agent, employee or servant of the CITY. The CONTRACTOR
specifically has the right to direct and control CONTRACTOR'S own activities in providing
the agreed services in accordance with the specifications set out in this CONTRACT No.
2009 -56.
14.2. The CONTRAC IOR acknowledges that the entire compensation for this CONTRACT No.
2009 -56, is set forth in SECTION 5 - COMPENSATION of this CONTRACT No. 2009 -56, and
the CONTRACTOR is not entitled to any CITY benefits, including, but not limited to:
vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits,
fringe benefits, or any other rights or privileges afforded to CITY employees.
14.3. The CONTRACTOR shall have and maintain complete responsibility and control over all of
its sub - contractors, employees, agents, and representatives. No sub - contractor, employee,
agent or representative of the CONTRACTOR shall be or deem to be or act or purport to act
as an employee, agent or representative of the CITY.
14.4. The CONTRACTOR shall assume full responsibility for the payment of all payroll taxes,
use, sales, income or other form of taxes, fees, licenses, excises, or payments required by
any city, federal or state legislation which is now or may during the term of this
CONTRACT No. 2009 -56, be enacted as to all persons employed by the CONTRACTOR and
as to all duties, activities and requirements by the CONTRACTOR in performance of the
work on this project and under this CONTRACT No. 2009 -56 and shall assume exclusive
liability therefore, and meet all requirements thereunder pursuant to any rules or
regulations.
14.5. The CONTRACTOR agrees to immediately remove any of its employees or agents from
assignment to perform services under this CONTRACT No. 2009 -56 upon receipt of a
written request to do so from the CITY'S CONTRACT REPRESENTATIVE or designee.
15. COMPLIANCE WITH LAWS
The CONTRACTOR shall comply with all applicable federal, state and local laws, rules and
regulations in performing this CONTRACT No. 2009 -56.
City of Yakima/VP Consulting Page 10 Contract No. 2009 -56
Professional Service Contract 5/14/09
The relationship contemplated by this CONTRACT No. 2009 -56 may implicate the Privacy
Regulations under the Health Insurance Portability and Accountability Act of 1996, Pub.L. No.
104- 191,110 Stat. 1936 (1996) ( HIPAA). The Contractor shall comply with HIPAA and applicable
regulations contained in 45 CFR parts 160 and 164. The CONTRACTOR shall enter into a Business
Associate Addendum with the CITY if the CITY determines that the CONTRACTOR will be acting
as Business Associate as defined under HIPAA.
16. INSPECTION OF BOOKS AND RECORDS
The CITY may, at reasonable times, inspect the books and records of the CONTRACTOR relating to
the performance of this CONTRACT No. 2009 -56. The CONTRACTOR shall keep all records required
by this CONTRACT No. 2009-56 for six (6) years after termination of this CONTRACT No. 2009 -56
for audit purposes.
17. NONDISCRIMINATION
The CONTRACTOR, its assignees, delegatees or sub- contractors shall not discriminate against any
person in the performance of any of its obligations hereunder on the basis of race, color, creed,
ethnicity, religion, national origin, age, sex, marital status, veteran status, sexual orientation or the
presence of any disability. Implementation of this provision shall be consistent with RCW
49.60.400.
18. OWNERSHIP OF MATERIALS/WORKS PRODUCED
® 18.1. Material produced in the performance of the work under this CONTRACT No. 2009 -56
shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned
by the CITY. This material indudes, but is not limited to, books, computer programs,
plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies,
surveys, tapes, and /or training materials. Ownership indudes the right to copyright,
patent, register, and the ability to transfer these rights. The CITY agrees that if it uses any
materials prepared by the CONTRACTOR for purposes other than those intended by this
CONTRACT No. 2009-56, it does so at its sole risk and it agrees to hold the CONTRACTOR
harmless therefore to the extent such use is agreed to in writing by the CONTRACTOR.
18.2. CITY acknowledges and agrees that all techniques, procedures and methodologies used
and implemented by CONTRACTOR in the performance of its work under this CONTRACT
No. 2009 -56 are not included in the sale, and all intellectual property rights to such
techniques, procedures and methodologies shall be retained by CONTRACTOR, or by such
third parties with whom CONTRACTOR may contract with or have licenses through.
18.3. An electronic copy of all or a portion of material produced shall be submitted to the CITY
upon request or at the conclusion of performance under the applicable Exhibit of this
CONTRACT No. 2009-56 using the word processing program and version specified by the
CITY.
City of Yakima / VP Consulting Page 11 Contract No. 2009 -56
Professional Service Contract 5/14/09
•
19. DISPUTE RESOLUTION
19.1 Negotiation. In the event a dispute arises over the interpretation or application of any
provision of this CONTRACT No. 2009 -56 or the grounds for termination, the parties shall
meet within ten (10) working days of a request by one or both parties to resolve the
dispute by negotiation. The parties shall act through the appropriate officers with full
decision- making authority to promptly resolve the matter in good faith with a
cooperative, problem - solving approach. If within ten (10) working days after the first
meeting, the parties have not resolved the dispute, either party may request that they
extend the time for negotiation for fifteen (15) additional working days with the objective
of achieving final resolution.
19.2 Mediation. In the event a dispute exists relating to the interpretation or performance of
this CONTRACT No. 2009 -56 or the grounds for its termination and after compliance with
the negotiation required in SUBSECTION 19.1, the parties shall enter into mediation in
accordance with SUBSECTION 19.2. The party requesting mediation of the dispute must
notify the other party in writing of the requesting party's intent to seek mediation by a
third -party who is an expert ( "Expert") in the subject and technology under dispute. Each
party must, within fifteen (15) working days after such notification, submit its position
regarding the dispute in writing to the other party. If within fourteen (14) days after each
party has submitted its position to the other the dispute is not resolved, the parties shall
mutually select an independent Expert in a joint letter of appointment to the Expert. The
Expert shall render a written decision containing an analysis and explanation of the
decision within fifteen (15) working days or, where necessary, twenty (20) working days
of his /her receipt of the joint letter of appointment from the parties. A party may not
unreasonably withhold consent to the selection of an Expert. Any person who is a current
or former employee, agent, representative, shareholder or subsidiary of either party, or
relative of one, or a current or former consultant for either party or relative of one, is not
eligible to serve as the Expert. The parties shall share equally the costs of the Expert and
the mediation.
19.3 Post-Mediation Alternative. If the parties are not able to resolve the dispute through
mediation in SUBSECTION 19.2, they may agree to use another form of alternative dispute
resolution including arbitration. The parties shall share equally the costs of the arbitrator.
19.4. Confidentiality. All discussions and documents prepared pursuant to the attempt to
resolve a dispute under this SECTION 19 - DISPUTE RESOLUTION are confidential and for
settlement purposes only and shall not be admitted in any court or forum as an admission
or otherwise against a party for any purpose including the applicability of Federal and
State court rules.
19.5. Statute of Limitations. The parties agree to toll any applicable statutes of limitations
during the pendency of any of the above dispute resolution proceedings.
19.6. Judicial Remedies. Nothing in SECTION 19 - DISPUTE RESOLUTION will prevent any
party from seeking equitable remedies in a judicial proceeding if interim relief from a
court is necessary to preserve the status quo pending resolution or to prevent serious and
City of Yakima / VP Consulting Page 12 Contract No. 2009 -56
Professional Service Contract 5/14/09
• 20. CHOICE OF LAW, JURISDICTION AND VENUE
20.1. This CONTRACT No. 2009 -56 has been and shall be construed as having been made and
delivered within the State of Washington, and it is agreed by each party hereto that this
CONTRACT No. 2009 -56 shall be governed by the laws of the State of Washington, both as
to its interpretation and performance.
20.2. The venue for any action at law, suit in equity, or judicial proceeding arising out of this
CONTRACT shall be instituted and maintained only in any of the courts of competent
jurisdiction in Yakima County, Washington.
21. SEVERALBILITY
21.1. If a court of competent jurisdiction holds any part, term or provision of this CONTRACT
No. 2009 -56 to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be construed
and enforced as if the CONTRACT No. 2009 -56 did not contain the particular provision
held to be invalid.
21.2. If any provision of this CONTRACT No. 2009 -56 is in direct conflict with any statutory
provision of the State of Washington, that provision which may conflict shall be deemed
inoperative and null and void insofar as it may conflict, and shall be deemed modified to
conform to such statutory provision.
• 21.3. Should the CITY determine that the severed portions substantially alter this CONTRACT
No. 2009 -56 so that the original intent and purpose of the CONTRACT No. 2009 -56 no
longer exists, the CITY may, in its sole discretion, terminate this CONTRACT No. 2009 -56.
22. ENTIRE AGREEMENT
The parties agree that this CONTRACT No. 2009 -56 is the complete expression of its terms and
conditions. Any oral or written representations or understandings not incorporated in this
CONTRACT No. 2009 -56 are specifically excluded.
23. NOTICES
Any notices shall be effective if personally served upon the other party or if mailed by registered
or certified mail, return receipt requested, to the addresses set out in SECTION 4 - CONTRACT
REPRESENTATIVES. Notice may also be given by facsimile with the original to follow by regular
mail. Notice shall be deemed to be given three days following the date of mailing or immediately
if personally served. For service by facsimile, service shall be effective upon receipt during
working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of
the next working day.
EXHIBIT LIST:
Exhibit A - Order Form
Exhibit B - Scope of Services
Exhibit C - Compensation
fli Exhibit D - Confidentiality and Nondisclosure Agreement
Exhibit E - Consent for Background Check and Release of Liability
City of Yakima /VP Consulting Page 13 Contract No. 2009 -56
Professional Service Contract 5/14/09
Exhibit F - Software Maintenance Agreement
11
Exhibit G - LaserFiche Software License Agreement
CONTRACTOR: CITY:
VP Consulting, Inc. an Oregon Corporation City of Yakima, Washington
By: By:
Vicki Pattle, President Richard A. Zais, Jr., City Manager
Date: Date:
Attest:
City Clerk
City of Yakima/VP Consulting Page 14 Contract No. 2009 -56
Professional Service Contract 5/14/09
• SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA / VP CONSULTING INCORPORATED
CONTRACT No. 2009-56
EXHIBIT A - ORDER FORM
This ORDER FORM is placed in accordance with and will be governed by the terms and conditions of the
CONTRACT No. 2009 -56 specified above. Additional ORDER FORMS may be amended to this CONTRACT
No. 2009 -56 when agreed to in writing by both parties to this CONTRACT No. 2009 -56.
The CITY hereby orders from the CONTRACTOR the Software Licenses (SL), Professional Services (PS),
Software Maintenance and Support (SM), and Travel & Incidental Expenses (Misc) as Follows:
QTY. DESCRIPTION CATEGORY PRICE TOTAL
1 Laserfiche Classic Server - The core of the Laserfiche solution SL $8,500.00 $8,500.00
requires a MS SQL server with Microsoft Server 2000 (or
later) network operating system.
1 Laserfiche Classic Server for MS SQL Annual Software SM $1,450.00 $1,450.00
Maintenance. Includes free software upgrades during the
year, does not include software installation. Needs to be
renewed each year in accordance with the payment schedule
contained in Exhibit F - Software Maintenance Agreement
SubSection F6 - Application Software Maintenance Fee
Payments.
1 Laserfiche Records Management Module (non DOD SL $6,000.00 $6,000.00
Certified)
1 Laserfiche Records Management Module Annual SM $1,200.00 $1,200.00
Maintenance. Includes free software upgrades during the
year, does not include software installation. Needs to be
renewed each year in accordance with the payment schedule
contained in Exhibit F - Software Maintenance Agreement
SubSection F6 - Application Software Maintenance Fee
Payments.
1 Laserfiche Audit Trail Starter SL $2,495.00 $2,495.00
1 Laserfiche Audit Trail Starter Annual Maintenance. Includes SM $1,200.00 $1,200.00
free software upgrades during the year, does not indude
software installation. Needs to be renewed each year in
accordance with the payment schedule contained in Exhibit F
- Software Maintenance Agreement SubSection F6 -
Application Software Maintenance Fee Payments.
15 Laserfiche Full Feature License - Full feature licensed clients SL $750.00 $11,250.00
• are able to browse, search, read, print, email, scan, append
pages, re -order pages, create /remove annotations and
add /remove redactions to documents in repository.
City of Yakima / VP Consulting Page 15 Contract No. 2009 -56
Professional Service Contract 5/14/09
15 Laserfiche Full Feature Annual Software Maintenance. SM $150.00 $2,250.00
Includes free software upgrades during the year, does not
include software installation. Needs to be renewed each year
in accordance with the payment schedule contained in
Exhibit F - Software Maintenance Agreement Sub - Section F6
- Application Software Maintenance Fee Payments..
10 Laserfiche Retrieval License. Read -only license clients are SL $300.00 $3,000.00
able to browse, search, read, print, and email documents in
the repository.
10 Laserfiche Retrieval License Annual Software Maintenance. SM . $60.00 $600.00
Includes free software upgrades during the year, does not
include software installation Needs to be renewed each year
in accordance with the payment schedule contained in
Exhibit F - Software Maintenance Agreement SubSection F6 -
Application Software Maintenance Fee Payments..
1 Laserfiche WebLink License. Enable read -only access to SL $8,000.00 $8,000.00
Laserfiche repository through an Internet /Intranet
connection. The WebLink connection is through Internet
Explorer, Firefox, or other web browser software and requires
Retrieval licenses.
1 1
1 Laserfiche WebLink License Annual Software Maintenance. SM $1,590.00 $ , 590.00
Includes free software upgrades during the year, does not
indude software installation. Needs to be renewed each year
in accordance with the payment schedule contained in
Exhibit F - Software Maintenance Agreement SubSection F6 -
Application Software Maintenance Fee Payments.
1 Laserfiche Quick Fields License. The Quick fields solution is SL $500.00 $500.00
a collection of image processing and enhancement tools
designed to simplify automated capture and classification of
documents.
1 Laserfiche Quick Fields License Annual Software SM $100.00 $100.00
Maintenance. Includes free software upgrades during the
year, does not indude software installation. Needs to be
renewed each year in accordance with the payment schedule
contained in Exhibit F - Software Maintenance Agreement
SubSection F6 - Application Software Maintenance Fee
Payments.
1 Laserfiche Pattern Matching License. Uses "regular SL $500.00 $500.00
expressions" to sort captured data (Zone OCR, Barcode, or
Real Time Lookup) for use in populating data fields or
automatically storing documents.
City of Yakima/VP Consulting Page 16 Contract No. 2009 -56
Professional Service Contract 5/14/09
•
1 Laserfiche Pattern Matching License Annual Software SM $100.00 $100.00
Maintenance. Includes free software upgrades during the
year, does not include software installation. Needs to be
renewed each year in accordance with the payment schedule
contained in Exhibit F - Software Maintenance Agreement
Sub - Section F6 - Application Software Maintenance Fee
Payments.
1 Laserfiche Real Time Look-Up License. Uses captured SL $500.00 $500.00
information generated by manual input, Zone OCR, barcode
reading or other tools for looking up data from a third -party
ODBC database.
1 Laserfiche Real Time Look -Up License Annual Maintenance. SM $100.00 $100.00
Includes free software upgrades during the year, does not
include software installation. Needs to be renewed each year
in accordance with the payment schedule contained in
Exhibit F - Software Maintenance Agreement SubSection F6 -
Application Software Maintenance Fee Payments.
1 All Laserfiche Software Installation on CITY Hardware PS $2,000.00 $2,000.00
4 Scanner Installation and Configuration Training Hours. PS $160.00 $640.00
• VCPI will bill for actual hours used. Any hours in excess of 4
hours must be approved by the CITY in writing.
2 Quickfields Installation and Testing. Any hours in excess of 2 PS $160.00 $320.00
hours must be approved by the CITY in writing.
18 Laserfiche User and Scanner Operator Training. Any hours in PS $160.00 $2,880.00
excess of 18 hours must be approved by the CITY in writing.
4 Laserfiche Administrative Training. Any hours in excess of 4 PS $160.00 $640.00
hours must be approved by the CITY in writing.
48 Consulting Hours. Laserfiche Records Management Edition PS $160.00 $7,680.00
Includes: System Design, Template development to facilitate
retrieval /searching; Folder Design, with Security
Implementation VCPI will bill for actual hours used. Any
hours in excess of 48 hours must be approved by the CITY in
writing.
1 Project Management - both on and off site. Limit 2 days on PS $1,000.00 $1,000.00
site.
1 Contract Management PS $500.00 $500.00
15 Per Diem - Per 'ei on, Per Trip. NOTE: This is an estimate Misc. $225.00 $3,375.00
only, depending on schedule for individual department
deployments. One trip would be if VCPI deploys all three
City of Yakima / VP Consulting Page 17 Contract No. 2009 -56
Professional Service Contract 5/14/09
departments during one week. This is best case. Typically,
411
two trips would be appropriate.
1,180 This is per trip.. NOTE: This is an estimate only, depending Misc. $0.58 $684.40
on schedule for individual department deployments. One
trip would be if VCPI deploys all three departments during
one week. This is best case. Typically, two trips would be
appropriate.
SUB- TOTALS
SOFTWARE LICENSES SL $40,745.00
SOFTWARE MAINTENANCE SM $8,590.00
PROFESSIONAL SERVICES pS $15,660.00
MISCELLANEOUS Misc. $4,059.40
TOTAL $69,054.40
•
•
City of Yakima/VP Consulting Page 18 Contract No. 2009 -56
Professional Service Contract 5/14/09
SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAIOMA / VP CONSULTING INCORPORATED
CONTRACT No. 2009 -56
EXHIBIT B - SCOPE OF SERVICES •
The services to be performed by the CONTRACTOR under this CONTRACT, which are described in SECTION
2 - SERVICES PROVIDED BY THE CONTRACTOR - of the CONTRACT NO. 2009-56 are set forth as follows:
B1. PHASE 1- SYSTEM ADMINISTRATION
CONTRACTOR shall:
B1.1. Provide software and professional services for the implementation of the LASERFICHE
ENTERPRISE CONTENT MANAGEMENT SYSTEM (ECMS).
B1.2. Identify roles /responsibilities and provide project coordination and implementation for
the ELMS. Establish testing processes for the ECMS.
B1.3. Provide a Project Plan which shall include steps necessary for the administration and
each phase of the implementation of the ELMS. The Project Plan shall be updated to
. include dates (calendar or days of effort), responsibilities, critical paths and shall be
approved in advance of each phase by both parties.
B1.4. Provide technical specifications to ECMS SYSTEM ADMINISTRATOR for purchasing
hardware.
B1.5. Complete work in phases. Upon completion of each phase, the CITY shall evaluate and
test the product and direct the CONTRACTOR to either; a) proceed to the next phase, b)
wait to proceed and fix problems, or c) terminate the CONTRACT No. 2009 -56.
B1.6. Consult with the ECMS SYSTEM ADMINISTRATOR and ECMS USER REPRESENTATIVE
during each phase to identify document types, indexing, security, and retention
schedules.
B1.7. Create and document the "business- process" workflow of how documents shall be
scanned, stored and retrieved for each phase.
B1.8. Consult with the ECMS SYSTEM ADMINISTRATOR and ECMS USER REPRESENTATIVE
during each phase to identify and document potential uses of imaging technology for
current business processes and suggest future implementation of imaging technology.
B1.9. Consult and work with the ECMS SYSTEM ADMINISTRATOR and ECMS USER
REPRESENTATIVE to develop policies, procedures and guidelines for the use of imaging
technology.
• B1.10. Develop and provide training resources, plans (train the trainer) and schedules to the
ECMS SYSTEM ADMINISTRATOR and ECMS USER REPRESENTATIVE.
City of Yakima/VP Consulting Page 19 Contract No. 2009 -56
Professional Service Contract 5/14/09
B1.11. Provide system documentation to allow City apply for State of Washington certification. •
B1.12. Provide progress reports as necessary.
•
B1.13. Provide system acceptance testing as identified in SECTION B3 - LASERFICHE SOFTWARE
ACCEPTANCE TESTING of this EXHIBITB - SCOPE OF SERVICES.
B1.14. Comply with the terms of the SOFTWARE MAINTENANCE AGREEMENT contained in
EXHIBIT F - SOFTWARE MAINTENANCE AGREEMENT of this CONTRACT No. 2009-56.
B2. PHASE 2 - CITY CLERK'S OFFICE
CONTRACTOR shall:
B2.1. Set up the records management portion of LASERFICHE with the ECMS SYSTEM
ADMINISTRATOR and ELMS USER REPRESENTATIVE.
B2.2. Incorporate document types and their associated records retention schedules and
associated disposition authority numbers. Document types include: Contracts, Council
and Committee Agendas, Council and Committee Minutes, Damage Claims, Deeds,
Disclosures, Elections, Franchises, Local Improvement Districts (LIDs), Ordinances,
Pensions, Petitions, Resolutions, Vacations, and other legal documents managed by the
City Clerk's division.
B2.3. Create a template for document dassification schema /file management structure for •
documents identified in SECTION B2.2 above. •
B2.4. Develop and define process of entering documents and indexing information into the
ECMS for documents identified in SEcrION B2.2 above.
B2.5. Implement a web based capability for viewing the City of Yakima City Council's
resolutions, ordinances and minutes.
B2.6. Assist with identification and establish workflow /business processes using imaging
technology for each of the specified record and document types.
B2.7. Set up processes to receive electronic documents from external and internal sources into
ECMS.
B2.8. Assist in identifying the workflow of e- discovery of legal documents.
B2.9. Obtain written acceptance from the Cm ELMS SYSTEM ADMINISTRATOR and ECMS
USER REPRESENTATIVE of all documentation of product deliverable specified in this
SECTION 2 - PHASE 2 - CITY CLERK'S OFFICE.
B3. LASEFICHE SOFTWARE ACCEPTANCE TESTING
B3.1. Within thirty (30) days after the LASERFICHE software products have been installed on the
CITY'S equipment, CONTRACTOR shall verify and test the system.
B3.2. The CONTRACTOR shall verify and demonstrate to the CITY ECMS SYSTEMS •
ADMINISTRATOR and ECMS USER REPRESENTATIVE that the software products
City of Yakima/VP Consulting Page 20 Contract No. 2009 -56
Professional Service Contract 5/14/09
.• substantially comply with LASERFICHE User Manuals and the ECMS Documentation
resulting from SECTION 2 - PHASE 2 - CITY CLERK'S OFFICE of this EXHIBIT B - SCOPE OF
SERVICES.
B3.3. To verify that the LASERFICHE products function appropriately, CONTRACTOR shall:
B3.3.1. Test software products in accordance with CONTRACTOR standard acceptance
testing procedures and agreed upon by CITY by demonstrating to the CITY that
the software products perform all of the functions purchased.
B3.3.2. Resolve any issues relating to acceptance testing to the satisfaction of the CITY.
B3.3.3. Conduct acceptance tests following each module installation and prior to
implementation. Only the tests corresponding to the software products licensed
to the CITY shall be conducted.
B3.3.4. Perform tests using the CONTRACTOR and the LASERFICHE verification /testing
database. The database shall contain general information applicable to each
phase.
B3.3.5. Validate with acceptance testing that the CONTRACTOR and LASERFICHE software
are installed and perform base line functions. The acceptance tests shall not
validate site specific functionality.
• B33.6. Promptly correct any functions of the software products that failed the standard
acceptance testing or failed to comply with CONTRACTOR and /or LASERFICHE
software user manuals for the most current version of the software products and
functional descriptions of the software ELMS Documentation resulting from
SECTION 2 - PHASE 2 - CITY CLERK'S OFFICE Of this EXHIBIT B - SCOPE OF SERVICES.
If CITY has made modifications to the software programs, CONTRACTOR shall not
make such corrections, unless such modifications were specifically authorized in
writing by CONTRACTOR.
B33 Upon the satisfactory demonstration and CONTRACTOR'S written certification that the
ECMS complies with all documentation as described in Paragraph B3.2 of SECTION 2 -
PHASE 2 - CITY CLERK'S OFFICE of this EXHIBIT B - SCOPE OF SERVICES, the CITY will accept
the ECMS in writing. Such acceptance shall not be unreasonably withheld.
B3.4. Written acceptance by the CITY shall be final and condusive except for latent defect,
fraud, and such gross mistakes that amount to fraud and the operation of any provision
of this CONTRACT which specifically survives verification. In the event said verification
becomes other than final, or becomes inconclusive, pursuant to this paragraph, CITY's
sole right and remedy against CONTRACTOR shall be to require the CONTRACTOR to
correct the cause thereof consistent with SECTION 9 - WARRANTY SUBSECTION 9.2 of the
CONTRACT No. 2009 -56.
B4. CITY SPECIFIC ECMS FUNCTIONALITY ACCEPTANCE TESTING
B4.1. Within thirty (30) days after the CONTRACTOR has developed and installed the CITY "user
specific" ELMS functionality, the CONTRACTOR shall verify and demonstrate to the CITY
• ECMS SYSTEM ADMINISTRATOR and ECMS USER REPRESENTATIVE that this functionality
complies substantially with the CITY ECMS DESIGN DOCUMENTATION.
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Professional Service Contract 5/14/09
B4.2. To verify that the CITY SPECIFIC ELMS FUNCTIONALITY functions appropriately, the
CONTRACTOR shall:
B4.2.1. Test all functions documented in the CITY ELMS DESIGN DOCUMENTATION and
verify and demonstrate to the CITY ELMS SYSTEMS ADMINISTRATOR and ECMS
USER REPRESENTATIVE that these functions comply substantially as documented.
B4.2.2. Utilize CITY- specific data when testing CITY SPECIFIC EMCS FUNCTIONALITY.
B4.2.3. Test and verify that the CITY SPECIFIC ECMS FUNCTIONALITY interfaces with and
performs correctly with the LASERFICHE Software.
B4.2.4. Test and verify that the ECMS is transparent in impacting the CITY network.
B4.2.5. Test and verify that the ECMS is transparent in impacting computer workstations
and applications.
B4.2.6. Resolve any issues relating to acceptance testing to the satisfaction of the CITY.
B4.2.7. Promptly correct any functions of the software products that failed the acceptance
testing or failed to comply with CITY ECMS DESIGN DOCUMENTATION. If CITY
has made modifications to the software programs, CONTRACTOR shall not make
such corrections, unless such modifications were specifically authorized in
writing by CONTRACTOR.
B4.4. Upon the satisfactory demonstration and CONTRACTOR's written certification that the •
ECMS complies with CITY ECMS DESIGN DOCUMENTATION, the CITY will accept the
ECMS in writing. Such acceptance shall not be unreasonably withheld.
B4.5. Written acceptance by the CITY shall be final and conclusive except for latent defect,
fraud, and such gross mistakes that amount to fraud and the operation of any provision
of this CONTRACT No. 2009 -56 which specifically survives verification. In the event said
verification becomes other than final, or becomes inconclusive, pursuant to this
paragraph, CITY'S sole right and remedy against CONTRACTOR shall be to require the
CONTRACTOR to correct the cause thereof consistent with SECTION 9 - WARRANTY
SUBSECTION 9.2 of the CONTRACT No. 2009 -56.
B5. SERVICE TO BE PROVIDED BY THE CITY
The services to be performed by the CITY under this CONTRACT No. 2009 -56, which are described
in SECTION 3 - SERVICES PROVIDED BY THE CITY are set forth as follows:
B5.1. The CITY shall provide a ECMS SYSTEM ADMINISTRATOR who shall be responsible for
the following:
B5.1.1. Administration of all services contained in this CONTRACT No. 2009 -56.
B5.12. Purchasing and setting up computer hardware for the ECMS inaccordance with
specifications provided by CONTRACTOR.
B5.1.3. Assist CONTRACTOR with developing and documenting policies, procedures and •
guidelines relating to using the ECMS.
City of Yakima / VP Consulting Page 22 Contract No. 2009 -56
Professional Service Contract 5/14/09
• B5.1.4. Identify all known extenuating circumstances within the CITY that may delay the
implementation of the system.
B5.1.5. Develop the system plan and documentation for disaster recovery for the ECMS.
B5.1.6. Work with CONTRACTOR to develop and document training resources.
City of Yakima/VP Consulting Page 23 Contract No. 2009 -56
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•
SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA/ VP CONSULTING INCORPORATED
CONTRACT No. 2009 -56
EXHIBIT C - COMPENSATION
C1. The CONTRACTOR'S compensation under this CONTRACT No. 2009 -56, which is described in
SECTION 5 - COMPENSATION of the CONTRACT, is set forth as follows:
C1.1 SOFTWARE, LICENSES, PROFESSIONAL SERVICES, AND INITIAL SOFTWARE MAINTENANCE
FEEs
C1.1.1. Upon initiation of services provided under this CONTRACT No. 2009 -56, the CITY
shall pay to the CONTRACTOR $31,035 which is equal to 5070 of the total Software
License, Professional Services, and Miscellaneous amounts included in EXHIBIT A
- ORDER FORM of this CONTRACT No. 2009 -56.
C1.12. Upon Written Acceptance as specified in SECTION B4.5 of this CONTRACT, the
Contractor may invoice the City for $20,372.50 which is 50% of the Software
License fee included in Exam-F. A - ORDER FORM of this CoNTRACT No. 2009-56.
C1.13. During P erformance under this CONTRACT No. 2009 -56 the CONTRACTOR shall •
track and record all Professional Services hours and Travel and Per Diem
Charges. Upon Written Acceptance as specified in SECTION B4.5 of this
CONTRACT No. 2009 -56, the CONTRACTOR shall provide to the CITY a full and
detailed accounting of these Professional Services and Miscellaneous Charges.
C1.1.4. Upon acceptance by the CITY of the accounting for the Professional Services,
Travel and Per Diem charges, the CONTRACTOR may invoice the CITY for the total
documented cost of the Professional Services and Miscellaneous costs less
$10,662.65 which is the amount paid for Professional Services and Miscellaneous
costs in Section 0.1.1 above.
C1.1.5. The CITY shall pay the invoice within thirty days of receipt.
C1.2. ANNUAL SOFTWARE MAINTENANCE FEES
The Annual Software Maintenance Fees shall be invoiced and paid as specified in EXHIBIT
F - SOFTWARE MAINTENANCE.
City of Yakima / VP Consulting Page 24 Contract No. 2009 -56
Professional Service Contract 5/14/09
III SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAIQMA/ VP CONSULTING
CONTRACT No. 2009 -56
EXHIBIT D - CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
WHEREAS, VP CONSULTING INCORPORATED aka VPQ (CONTRACTOR) and the CITY OF YAKIMA
( "CITY') have entered into a Professional Services Contract whereby the CONTRACTOR shall have
access to, scan and index back files from various CITY offices and departments;
WHEREAS, under the terms of the CONTRACT No. 2009-56, CONTRACTOR and its employees shall
have access to certain personal information in the CITY'S files;
WHEREAS, for purposes of this Agreement, "personal information" shall mean information
identifiable to any person, including but not limited to, information that relates to a person's name,
• health, finances, education, business, use or receipt of governmental services or other activities,
addresses, telephone numbers, social security numbers, driver license numbers, other identifying
numbers and any financial identifiers, and information contained in police accident reports, law
enforcement investigative files and criminal prosecution case files. Personal Information includes
"Protected Health Information" as set forth in 45 CFR 164.501 as currently drafted and subsequently
411 amended or revised and other information that may be exempt from disclosure to the public or other
unauthorized persons under either Chapter 42.56 RCW, Washington State Public Records Act or other
federal and state statutes including 42 CFR Part 2, Chapter 70.02 RCW, Chapter 70.24 RCW and Chapter
71.05 RCW; and
WHEREAS, as an employee of VPQ, I agree to be bound by the same confidentiality and
nondisclosure restrictions placed on VPQ under the CONTRACT No. 2009-56. Specifically, I agree as
follows;
1. I, , agree to hold personal information in trust and confidence
and agree to use it only for the purposes of scanning and indexing back files. I shall not release, divulge,
publish, transfer, sell or otherwise make known personal information without the express written consent of
the CITY or unless required by law.
2. I shall not seek out or attempt to gain access to personal information unless it is essential to my
job duties.
3. I shall not make or retain copies of any written information, and I shall return all documents
provided to me once I have completed my work with them.
AGREED AND ACCEPTED BY:
Signature Date
Print Name
•
Title
City of Yakima/VP Consulting Page 25 Contract No. 2009 -56
Professional Service Contract 5/14/09
SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA/ VP CONSULTING
CONTRACT No. 2009-56
EXHIBIT E
CONSENT FOR BACKGROUND CHECK AND RELEASE OF LIABILITY
THE UNDRSIGNED, being of lawful age, does hereby acknowledge and consent to an inquiry by
CITY to obtain any record of criminal convictions that exists for the potential CONTRACTOR Employee
whose signature is listed below.
In signing this release, the undersigned does hereby forever release, acquit and discharge CITY,
its officers and employees, from any and all rights of action, claims and demands arising out of this act
including, but not limited to rights of action, claims and demands for any and all injury to mind, body
and property, whether now known or not, or which may hereafter develop due to the application process
with Thurston CITY.
Signature of Applicant Date
Print Name:
Last First Middle
Any Known Alias(s) including Maiden Name:
Current Home Address:
Street City State Zip
Date of Birth (nun /dd /yyyy) Driver's License #: State:
CONTRACTOR Name: CONTRACTOR Phone
For Project Number:
Instructions for CONTRACTOR and Project Manager
• ATTACH COPY OF WORKER'S PHOTO ID
• Confirm that all blanks are filled in. Including frill middle name
• Return this form to the CITY Project Manager you are working with
• The Project Manager will personally deliver the forms to Police Department
• Return to City Clerk
RESULTS: (Police Department's Response)
Approved Not Approved for access to restricted areas
Officer.
Date:
City of Yakima / VP Consulting Page 26 Contract No. 2009 -56
Professional Service Contract 5/14/09
• SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA/ VP CONSULTING INCORPORATED
CONTRACT No. 2009 -56
EXHIBIT F - SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT is entered into between the CITY OF YAKIMA with its principal offices at 2000
Lakeridge Drive SW, Olympia, WA 98502 hereinafter "CITY" and VP CONSULTING INCORPORATED. aka
VPCI with its principal place of business at 90971 South Willamette Street, Coburg, OR 97408, hereinafter
"CONTRACTOR ".
F1. ENTIRE AGREEMENT
This Software Maintenance Agreement (MAINTENANCE AGREEMENT), and all documents
referenced herein constitutes the entire agreement between CONTRACTOR and CITY and
supersedes all proposals, oral or written, between the parties relating to the CONTRACTOR'S
support of the ECMS. Both parties acknowledge that this MAINTENANCE AGREEMENT covers
maintenance, support for the software products, and licensing of updates of such installed
software products as listed in this SECTION F5 - SOFTWARE MAINTENANCE FEES of this
MAINTENANCE AGREEMENT. This MAINTENANCE AGREEMENT may be amended, modified or
changed only by a written instrument signed by both parties.
• F2. SERVICES
In consideration of the payments to be made by the CITY to the CONTRACTOR, the CONTRACTOR
agrees to provide the services described in this MAINTENANCE AGREEMENT or in any attachment
hereto for software maintenance.
F3. SERVICE RESPONSIBILITY OF CONTRACTOR
F3.1. MAINTENANCE: CONTRACTOR shall maintain software so that it operates in conformity
with all descriptions and specifications herein and in the applicable Vendor Software
License Agreement and the Professional Services Contract No. 2009 -56 (CONTRACT No.
2009 -56) between the CONTRACTOR and the CITY, including specifications for the
performance of all improved or modified versions of software which the CITY has been
licensed to use. CONTRACTOR shall correct all errors discovered by the CITY.
F3.2. TELEPHONE SUPPORT: CONTRACTOR shall provide software - related telephone support to
the CITY. Phone calls shall be accepted by support personnel during CONTRACTOR
business hours at a minimum of 8:00 A.M. to 5:00 P.M. Monday through Friday, PST.
Assistance and support requests which require special assistance from CONTRACTOR
development group shall be taken and directed by support personnel. In the event that
CONTRACTOR support representatives are unavailable to receive calls, messages shall be
taken and calls shall be returned to CITY within one business working day.
F3.3. SUPPORT AND RESPONSE TIME In the event that CITY detects non - availability of software
access due to any error, defect or nonconformity in the software, CONTRACTOR shall
furnish complete off -site telephone support, in the form of consultations, assistance and
advice on the use or maintenance of the software, within 24 hours of CITY request. In the
event that such problem in the software is not corrected within twenty -four (24) hours of
City of Yakima/VP Consulting Page 27 Contract No. 2009 -56
Professional Service Contract 5/14/09
the initiation of such off -site telephone support, CITY shall submit to CONTRACTOR a
listing of the output and all such other data which CONTRACTOR reasonably may request
in order to reproduce similar operating conditions. In the event that a software fix is not
accessible within two (2) business days after CONTRACTOR receives from CITY a list of
output and other data, CONTRACTOR shall within the next forty -eight (48) hours provide
on -site services. CONTRACTOR shall implement temporary workaround procedures and
shall demonstrate to CITY the good faith and diligent initiation and prosecution of
corrective measures for all such problems involving the software within 24 hours of the
commencement of such on -site services.
F4. SERVICE RESPONSIBILITY OF CITY
F4.1. The CITY may notify the CONTRACTOR immediately following the discovery of any error,
defect or nonconformity in the software, unless such error, defect or nonconformity is
discovered after 5:00 PST on a business day. In that case, the CITY may notify the
CONTRACTOR on the following business day. In the event that an error, defect or
nonconformity is discovered between 5:00 pm PST Friday and 8:00 am PST Monday, the
CITY may notify the CONTRACTOR of the error, defect or nonconformity at their earliest
convenience immediately following the weekend during which the error, defect or
nonconformity was discovered.
F4.2 The period within which CONTRACTOR is obligated herein to provide off -site support
shall commence at such time that the CONTRACTOR receives the CITY'S notification.
F4.3. The CITY shall attempt due diligence before contacting CONTRACTOR to confirm it is not
something in CITY'S technological environment.
F4.4 The CITY, upon detection of any error, defect or nonconformity in the software, shall, if
requested to do so by the CONTRACTOR under Section 4(b) submit to the CONTRACTOR a
listing of output and any such other data or research which CONTRACTOR reasonably
may request in order to reproduce operation conditions similar to those present when the
error occurred or the defect or nonconformity was discovered, as the case may be.
F4.5. The CITY shall provide, at no charge to CONTRACTOR, full and free access to the
programs covered hereunder. In addition, the CITY shall provide adequate working
space to the CONTRACTOR within a reasonable distance from the equipment, use of
machines, attachments, features, or other equipment necessary to provide the specified
support and maintenance service.
F5. SOFTWARE MAINTENANCE FEES
The CITY agrees to pay CONTRACTOR annually for software maintenance as follows:
QTY DESCRIPTION PRICE TOTAL
1 LaserFiche Classic Server Annual Software Support $1,450.00 $1,450.00
1 LaserFiche Records Management Module Annual Software $1,200.00 $1,200.00
Support
1 LaserFiche Audit Trail Starter Annual Software Support $1,200.00 $1,200.00
15 LaserFiche Full Feature License Annual Software Support $150.00 $2,250.00 •
City of Yakima/VP Consulting Page 28 Contract No. 2009 -56
Professional Service Contract 5/14/09
•
10 LaserFiche Retrieval License Annual Software Support $60.00 $600.00
1 LaserFiche WebLink License Annual Software Support $1,590.00 $1,590.00
1 LaserFiche Quick Fields Annual Software Support $100.00 $100.00
1 LaserFiche Pattern Matching License Annual Software Support $100.00 $100.00
1 LaserFiche Real Time Lookup License Annual Software $100.00 $100.00
Support
TOTAL ANNUAL SUPPORT $8,590.00 •
F5.1. COMPUTATION: . Fees shall be as stated herein. These fees shall cover all services
provided under this MAINTENANCE AGREEMENT.
F5.2. ADDITIONAL FEES: Any maintenance performed by CONTRACTOR for the CITY which is
not covered by this MAINTENANCE AGREEMENT shall be charged at $160.00 per hour. All
materials supplied in connection with such non - covered maintenance or support plus
expenses shall be charged to the CITY. If any non - covered maintenance is required on-
site at the CITY, the CONTRACTOR may charge a one -time travel fee of $1,180 plus a per
per person per diem fee of $225.00.
F5.3. PRICE PROTECTION: The Software Maintenance Fees shall not increase during the initial
three years of this contract. Subsequent Software Maintenance Fees will at
CONTRACTOR'S then current published rates.
F5.4. PRICE CHANGE NOTIFICATION: Contractor must notify City of any price changes at least
ninety (90) days prior to its effective date of the price change. Prices can change only on
annual renewal dates.
F5.5. ADDITIONAL PRODUCTS: If the CITY acquires additional software licenses for any product
included in this CONTRACT No. 2049 -56„ the Software Maintenance Fees for those
products shall be as listed in this SECTION F5 - SOFTWARE MAINTENANCE FEES. If the CITY
acquires any products not included in this CONTRACT, the Software Maintenance Fees
shall be at CONTRACTOR'S then published rates.
F6. APPLICATION SOFTWARE MAINTENANCE FEE PAYMENTS
F6.1. CONTRACTOR shall provide to the CITY an initial invoice for the Software Maintenance
Fees upon the EFFECTIVE DATE of this MAINTENANCE AGREEMENT. This initial invoice
shall cover the period of one year from the EFFECTIVE DATE of this MAINTENANCE
AGREEMENT. The City shall pay this invoice within thirty (30) days of receipt.
F6.2. CONTRACTOR shall provide to the CITY an invoice for each subsequent year's Software
Maintenance Fees thirty days before the annual renewal date.. The CITY shall pay this
invoice within thirty (30) days of receipt..
F6.3. It is understood that the Application Software Maintenance Fees for Compulink Products
• only may be subject to a price increase after the initial year, provided that CONTRACTOR
provides written proof that the increase is limited to the amount of the increase to the
City of Yakima/VP Consulting Page 29 Contract No. 2009 -56
Professional Service Contract 5/14/09
CONTRACTOR'S costs from Compulink Management Center, Inc. or its successors in •
interest.
F7. EFFECTIVE DATE OF MAINTENANCE AGREEMENT
This MAINTENANCE AGREEMENT shall be effective upon the acceptance date of the ELMS
specified in this CONTRACT.
F8. TERMS AND CONDITIONS FOR LICENSING OF UPDATES FOR INSTALLED SOFIWARE PRODUCTS
F8.1. CITY is hereby granted the non - exclusive and nontransferable license and right to use the
additional versions of the installed software products which CONTRACTOR may release
during the term of this MAINTENANCE AGREEMENT. CONTRACTOR agrees to extend, and
CITY agrees to accept a license subject to the terms and conditions contained herein for
the installed software products.
F8.2. As long as the Maintenance Agreement is in effect, the License may be transferred to
another hardware system used for the benefit of the CITY. CITY agrees to notify
CoNTRAcToR prior to transferring the licensed products to . any other system. The cost
for new media or any required technical assistance to accommodate the transfer shall be
billable charges to the CITY.
F8.3. CITY agrees that the software products are proprietary of VPCl/LAsERFIcHE and have
been developed as trade secret at VPCl/LASERFIcHE expense. CITY agrees to keep the
software products confidential and . use its best efforts to prevent any misuse,
unauthorized use or unauthorized disclosures by any party of any or all of the software
products or accompanying documentation.
F8.4. The software products may be modified but such modification shall be only for use on
the Crr?'s system for which the software products are licensed. If CITY has made
modifications to the software products, CONTRACTOR shall not support the modified
software products, unless modifications were specifically authorized in writing by
CONTRACTOR.
F8.5. CITY may make copies of the software products for archive /disaster recovery purposes
only. The documentation accompanying the software products may not be copied except
for internal use.
F8.6. For as long as the MAINTENANCE AGREEMENT is in place, CONTRACTOR shall promptly
correct without charge to the CITY any functions of the software products which fail to
substantially comply with CONTRACTOR user manuals for the most current version of the
software products. If CITY has made modifications to the software products,
CONTRACTOR shall not make such corrections, unless modifications were specifically
authorized in writing by CONTRACTOR.
F9. TERMS AND CONDITIONS FOR SUPPORT
F9.1. CONTRACTOR shall maintain staff that is appropriately trained to be familiar with the
software products in order to render assistance, should it be required.
City of Yakima/VP Consulting Page 30 Contract No. 2009 -56
Professional Service Contract 5/14/09
• F9.2. CONTRACTOR shall provide CITY with all updates that CONTRACTOR may make to the
"then current" version of the installed software products covered in this Maintenance
Agreement.
F9.3. CONTRACTOR shall make available to CITY update(s) of the installed software products.
In the case of system software update(s) CITY understands that and agrees that six (6)
months after shipment by CONTRACTOR of updates, CONTRACTOR shall cease to support
the earlier version, and for the balance of the term, CONTRACTOR shall support the
update.
F9.4. CONTRACTOR shall make available appropriately trained personnel to provide CITY
requested additional training, program changes, consultation, recovery of data,
conversion, non -coverage maintenance service, etc. Billable charges for training shall be
at the CONTRACTOR'S current per diem rate phis expenses and shall be agreed upon in
writing by both parties prior to any services being rendered.
F10. LIMITATIONS AND EXCLUSIONS
The support and services of this Maintenance Agreement do not indude the following:
F10.1. The installation of the software products, application design, and other consulting
services, support of an operating system or hardware, or any support requested outside
normal business hours.
® F10.2. CITY shall be responsible for implementing at its expense, all changes to the current
product version. CITY understands that changes furnished by CONTRACTOR for the
current version are for implementation in the current installed software products version
as it exists without customization or client alteration.
F11. WARRANTIES
CONTRACTOR shall not be responsible to CITY for incidental, special, or consequential damages
arising from business interruption or lost profits suffered by CITY or any third party arising out
of the breach or any warranty provided in this Maintenance Agreement.
F.12. TERMINATION
F12.1. TERMINATION OF SOFTWARE LICENSE AGREEMENT: If either the Licensor (manufacturer)
of the software Or the CONTRACTOR terminates the EXHIBIT G - LASERFICHE SOFTWARE
LICENSE AGREEMENT for any reason provided therein, CITY shall have the right without
penalty to terminate this MAINTENANCE AGREEMENT at the same time. If such a
termination occurs, the CONTRACTOR shall refund to the CITY the portion of the
maintenance fee prorated from the time of termination to the next renewal date.
F12.2. ACTS OF INSOLVENCY: CITY may immediately terminate this MAINTENANCE AGREEMENT
by written notice to the CONTRACTOR and may regard the CONTRACTOR as in default of
this MAINTENANCE AGREEMENT if the CONTRACTOR becomes insolvent, or makes a
general assignment for the benefit of creditors; or files voluntary petition of bankruptcy;
or suffers or permits the appointment of a receiver for its business or assets; or becomes
subject to any proceeding under any bankruptcy or insolvency law; whether domestic or -
foreign; or has wound up or liquidates, voluntary or otherwise its business. In the event
City of Yakima/VP Consulting Page 31 Contract No. 2009 -56
Professional Service Contract 5/14/09
that any of the above events occur, the CONTRACTOR shall immediately notify the CITY of
its occurrence.
F12.3. FORCE MAJEURE: SUSPENSION AND TERMINATION: In the event that either party is unable
to perform any of its obligations under this MAINTENANCE AGREEMENT or to enjoy any of
its benefits because of, or if loss of services is caused by, a force majeure, the party who
has been so affected immediately shall give notice to the other party and shall do
everything possible to resume performance. Force majeure shall include, without
limitation, war, civil disturbance; flood, earthquake, storm or other act of nature, laws,
regulations, rules or orders of any governmental agency; sabotage; or strikes or similar
labor disputes involving personnel of a party. Upon removal or termination of the force
majeure, the party claiming force majeure shall promptly perform the affected obligations
in an expedited manner. The parties shall use all reasonable efforts to eliminate or
minimize any delay caused by the force majeure. If performance cannot be resumed
within a reasonable time, the termination provisions of the CONTRACT 2009 -56 between
the CITY and CONTRACTOR shall apply.
F12.4. RIGHTS AND OBLIGATIONS OF THE PARTIES ON TERMINATION: In the event that this
MAINTENANCE AGREEMENT is terminated as a result of the occurrence of a force majeure,
or other cause except default by the CONTRACTOR each party shall return to the other all
data, materials, and other properties of the other party then in its possession, except that
• CITY may retain for a reasonable period such materials as may facilitate securing the
services of another CONTRACTOR.
F12.5. CONTINUING OBLIGATIONS : The obligations of the parties under SECTION 12 -
TERMINATION shall survive the termination of any services hereunder.
F13. ASSIGNMENT
CONTRACTOR shall not assign or subcontract all or any part of this MAINTENANCE AGREEMENT
without the written consent of CITY.
F14. ENTIRE AGREEMENT
This MAINTENANCE AGREEMENT supersedes all prior discussions, understandings and
agreements between the parties with respect to the matters contained herein and constitutes the
entire agreement between the parties with respect to the matters contemplated herein.
F15. MISCELLANEOUS
F15.1. APPLICABLE LAW: This Maintenance Agreement shall be governed by the laws of the
State of Washington, including but not limited to the Uniform Commercial Code. Should
any term of this Maintenance Agreement be inconsistent with CONTRACT No. 2009 -56
between CITY and CONTRACTOR, CONTRACT No. 2009 -56 shall prevail.
F15.2. INSURANCE: CONTRACTOR shall maintain in effect at all times during the term hereof,
insurance as described in SECTION 10 - INSURANCE of this CONTRACT between the CITY
and the CONTRACTOR.
F15.3. REMEDIES: All remedies available to either party for breach of this MAINTENANCE
AGREEMENT are cumulative and may be exercised concurrently or separately, and the
City of Yakima / VP Consulting Page 32 Contract No. 2009 -56
Professional Service Contract 5/14/09
•
• exercise of any one remedy shall not be deemed an election of such remedy to the
exclusion of the other remedies.
F15.4. SEVERABILITY: Any invalidity, in whole or in part, or any provision of this
MAINTENANCE AGREEMENT shall not affect the validity of any other of its provisions.
F15.5. NOTICES: Any notice or other communication hereunder shall be in writing and in
accordance with SECTION 23 - NOTICES of this CONTRACT between the CITY and the
CONTRACTOR.
F15.6. WAIVER: No Term or provision hereof shall be deemed or waived and no breach excused
unless such waiver or consent shall be in writing and signed by the party claimed to have
waived or consented.
IN WITNESS WHEREOF, the parties have caused this MAINTENANCE AGREEMENT to be executed and
do each hereby warrant and represent that their respective signatory who signature appears below has
been and is on the date of this MAINTENANCE AGREEMENT duly authorized by all necessary and
appropriate corporate action to execute this MAINTENANCE AGREEMENT.
CONTRACTOR: CITY:
VP Consulting Incorporated City of Yakima, Washington
•
By: By:
Vicki Pattie, President Richard A. 7ais, City Manager
Date: Date:
•
•
City of Yakima / VP Consulting Page 33 Contract No. 2009 -56
Professional Service Contract 5/14/09
SOFTWARE LICENSE AND PROFESSIONAL SERVICES CONTRACT
CITY OF YAKIMA/ VP CONSULTING INCORPORATED
CONTRACT No. 2009-56
EXHIBIT G - LASERFICHE SOFTWARE LICENSE AGREEMENT
•
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