The URL can be used to link to this page

Res No 089-12-13646RESOLUTION NO.: 89-12-13646 A Resolution authorizing the City Manager to enter into an agreement with Municipal Code Corporation (MCCI), for a five year period, with the first annual maintenance fee payment to be included in the purchase of the software License and years two (2) through five (5) to be paid annually from account number 001- 1340 -513 -4634 Maintenance - Internet Services in the amount of $11.763.50. WHEREAS, the City's MIS Office — International Data Consultants, Inc (IDC) is tasked with working towards a paperless environment; and WHEREAS, the City of South Miami needs assistance in achieving this task which will require the expertise of the MIS Office, International Data Consultants (IDC) who can help implement and carry out this important task; and WHEREAS, to achieve this task, the City will purchase the Laserfiche Software maintenance and support. By purchasing the software the city has maintenance and support included in the first year. Support for each year thereafter will be required; and WHEREAS, the City desires to purchase the maintenance and support from the State of Texas Department of Information Resources Contract through MCCI (Municipal Code Corporation) for a yearly total amount based on the current user licenses purchased of $ 11,763.50. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The city manager is authorized to purchase the Laserfiche Software support and maintenance from (MCCI) as set forth in Professional Services Proposal which is attached and made part of this resolution by reference, for a total amount of $ 11,763.50 to be paid from account number 001 - 1340 -513 -4634 Maintenance Internet Services. This amount is already included in the first year with the purchase of the Laserfiche software and will be budgeted under account 001- 1340 -513 -4634 Maintenance - Internet Services for the next 4 years. Section 2 This resolution shall be effective immediately upon being approved by a vote of the City Commission. Passed and Adopted this 17 day of Apri 1 2012. Attest: Approved: ly Mayo Commission Vote: 5-0 Mayor Stoddard: Yea Vice Mayor Liebman: Yea Commissioner Newman: Yea Commissioner Harris: Yea Commissioner Welsh: Yea South Miami Ail•America CRY CITY OF SOUTH MIAMI 1' OFFICE OF THE CITY MANAGER INTER- OFFICE MEMORANDUM 2001 To: The Honorable Mayor & Members of the City Commission From: Hector Mirabile, Ph.D., City Manager Date: April 17, 2012 Agenda Item No Subject: A Resolution authorizing the City Manager to enter into an agreement with Municipal Code Corporation (MCCI), for a five year period, with the first annual maintenance fee payment to be included in the purchase of the software License and years two (2) through five (5) to be paid annually from account number 0014340- 513 -4634 Maintenance- Internet Services in the amount of $11.763.50. Background: The City's MIS Office — International Data Consultants, Inc (IDC) is tasked with working towards a paperless environment. To achieve this task, the city will purchase the Laserfiche software which includes project management, workflow and training for the city employees. MCCI provided a quote that included the Software, Licenses, Maintenance, Training and Project Management. The maintenance is based on user licenses and is included in the first year with the purchase of the software. By going through the State of Texas Department of Information Contract No. DIR -SDD- 980, the City was able to take advantage of a large discount and benefit in obtaining additional services from the vendor. Cost: $ 11,763.50 annually Funding Source: 001 -1340 -513 -4634 Maintenance - Internet Services. There is no expenditure on the first year as this amount was included with the purchase of the software. The remaining years will be budgeted for and placed in account 001- 1340 -513 -4634 Maintenance - internet Services. . Backup Documentation: ❑ State of Texas Information Technologies Contract ❑ Quote from MCCI P A 6Li3 y., Ci Municipal Code Corporation PO Box 2235 • Tallahassee, Florida 32316 TELEPHONE (800) 342 -2633 * FAX (850) 701 -0715 Di Liello, Senior Account Executive • extension 725 * logan @mccinnovations.com April 5, 2012 Ms. Emily Cardoso IT Consultant 6130 Sunset Drive South Miami, FL 33143 Dear Ms. Cardoso: I enjoyed speaking with you recently regarding the Laserfiche software and services. Pursuant to our discussion we are pleased to enclose our Professional Services Proposal. While reviewing the proposal please keep in mind the following advantages of being a MCCi customer: ➢ Leading Provider— For the past three years, MCCi was ranked as the #1 Laserfiche VAR in the United States. ➢ Professional Certifications — MCCi's staff is well- trained and holds multiple certifications in security, HIPPA, Laserfiche Certified Professionals, and CDIA+ to give you the peace of mind that we are simply the best at what we do. ➢ Government Focus- MCCi was created by Municipal Code Corporation to focus on innovative technologies for Government. MCCi provides Laserfiche software and services to more than 350 government entities including Cities, Counties, State Agencies, Special Districts, and more. ➢ Specialization in Enterprise Solutions- Our Project Managers provide implementation and training services to help make your solution an Enterprise -wide deployment. We work with you on your initial project plan knowing that one day Laserfiche will be used across the entire organization. This methodology helps you plan to meet this goal in your time frame whether it be an immediate objective or.part of a multi -year plan. ➢ Superior support- MCCi utilizes a multi - layered support team geared towards offering each client multiple contacts to enhance the usage of every product implemented. We offer support through our help desk, email, and toll free number, and also have an online support center that gives end users access to training manuals, "how to" checklists, training videos, a knowledge base, and software updates. ➢ The right resources at the right time- Whether it is integration, scanning and indexing services, an electronic forms solution, etc., MCCi has additional solutions that are complimentary to Laserfiche, while allowing you to work through one vendor for best of breed solutions. If you have any questions concerning our proposal or desire additional information, please do not hesitate to contact me on our toll -free number. We appreciate your interest and hope that we will have the pleasure of working with you and serving the City of South Miami, Sincerely, Logan Di Liello Account Executive Executive Summary Laserfiche has been a resource for over 21,000 organizations since 1987. Laserfiche creates elegant document management solutions that help organizations run smarter. Their dedication to customer - driven innovations has built a suite of products and services that address organization -wide business problems from executive, records management, and information technology and end -user perspectives. Laserfiche is a unified solution that manages all your organization's documents and records, regardless of location or media. Laserfiche strikes a balance between security and accessibility, protecting information while providing efficient access to keep staff working at maximum productivity. Please keep in mind the following competitive advantages of Laserfiche: �y Digital Archiving- Digital archiving is the storage of paper and electronic documents in accessible electronic media with long -term preservation capability. It is cost effective because it saves physical storage space and it cuts media maintenance costs. Original documents can be stored off -site or destroyed as necessary. This simplifies the disaster recovery process by allowing you to backup documents on digital media and store them off -site. Business Process Automation — Laserfiche's Workflow functionality utilizes the Microsoft Windows Workflow Foundation and allows for automating approval processes, document routing, providing additional integration options, and much more. Records Management — Laserfiche's Records Management Edition meets the Department of Defense (DoD) standards, and augments traditional ECM functionality by adding Records Management tools to manage retention, disposition, vital records, and much more. Comprehensive Security- Laserfiche Comprehensive Security allows you to control the security of your documents on many levels. You determine what functions, such as scanning and printing, each staff member may use. Security features are easy to administer, records managers can administer most security functions without IT staff assistance. User Friendly- Laserfiche is very easy to learn and use. It has a folder tree structure similar to Windows Explorer to make it easy to use. Your office can begin to scan and retrieve documents almost immediately after installation. Intelligent Search- Laserfiche lets you search your documents based upon full -text search, index search, and document and folder name searches. The Laserfiche full -text search unlocks the contents of your documents; if you need to find a word or phrase within a document, the full -text search retrieves it immediately. There is no other imaging software that allows you this many searching possibilities. Web Access- Laserfiche allows you to publish your documents on the web with our WebLink software. You decide which documents you want published and WebLink publishes them on the web without having to use HTML programming. Users can then search the site to find the information they need using the Intelligent Search feature. Integration - Laserfiche is able to integrate with current software and hardware on existing systems. Service- Laserfiche understands the importance of a thorough support service. From technical help to the latest document imaging news, Laserfiche is dedicated to forming a lasting, complete service relationship. Should you need technical assistance; a qualified professional will be available to help you. Of c 1 Laserfiche [::xpoilonct.Ex ;e Ile nce Avante Product Description: Qty. Cost DIR -SDD -980 Total ECM SOFTWARE LICENSING FOR AVANTE Q Avante Server for MS SQL 1 $5,000000 $4,698.50 $4,698950 [/f LF Full Named User 15 $500.00 $469.85 $7,047.75 Includes Snapshot, Email, and Workflow [J( Web Access, 20% Add On to All Named Users 15 $100.00 $93.97 $1,409.55 [✓( LF Standard Audit Trail, 15% Add On to All Named Users 15 $75.00 $70.48 $1,057.16 [Jf LF Workflow 1 Included Included ECM Software Licensing Total $14,212.96 WEB TOOLS FOR AVANTE [Jf Laserfiche Starter Public Portal 1 $15,000.00 $14,095.50 $140095.50 Includes Weblink and 10 Retrieval Connections Web Tools Total $14,095.50 ANNUAL SOFTWARE SUPPORT - BASIC LSAP (7 Avante Server for MS SQL 1 $1,000.00 $900600 $900.00 Q LF Full Named User 15 $100.00 $90.00 $1,350.00 Includes Snapshot, Email, and Workflow ❑✓ Web Access, 20% Add On to All Named Users 15 $20.00 $18.00 $270.00 [✓f LF Standard Audit Trail, 15% Add On to All Named Users 15 $15.00 $13.50 $202.50 [7f LF Workflow 1 $0.00 $0.00 Included Q Laserfiche Starter Public Portal 1 $31000.00 $2,700.00 $2,700.00 Includes Weblink and 10 Retrieval Connections Q Managed Services for Laserfiche - Avante SQL 1 $1,687.50 $1,687.50 $1,687.50 [� MCCi Service Level Agreement 1 $1,084.50 Annual Support Total $8,194.50 For budgetary purposes, the Client should include $11,763.50 in annual budget for renewal of LSAP, Managed Services, SLA and Training Center for the software quoted above. MCCi PROFESSIONAL SERVICES [Jj Basic Onsite Training of software, per day 4 $2,100.00 $1,932.00 $71728.00 Workflow training and installation excluded. Travel expenses included. *3 Days - City Nall *1 Day - Police Dept. © MCCi Project Management Services 1 $2,900.00 *The customer will provide a Project Manager as a point of contact with MCCi for project communication Professional Services Total $10,628.00 Total Project Cost $47,130.96 PAYMENT & BILLING TERMS MCCi will invoice fifty percent (50 %) of the total contract amount upon receipt of the signed contract. Balance of total project will be invoiced upon completion of the proposed professional services, but may be broken up based on completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. MCC/ STANDARD SERVICES To determine which services and products are included with your project, please refer to the Statement of Work above. MCCi prides itself in providing high quality professional services and support. Providing the most advanced level of tech support via the web, e-mail and phone, you can rest assured that MCCi will provide you with profession installation, training and support services. Our clients can rely on us to provide a continual flow of information through our technical bulletins and newsletters. MCCI PROJECT MANAGEMENT SERVICES MCCi Project Managers are CDIA - certified and Laserfiche certified. The CDIA (Certified Document Imaging Architect) is awarded after a comprehensive and rigorous exam focused on a broad spectrum of document and records management objectives. There are multiple Laserfiche Certifications and MCCi focuses on maintaining all of them. MCCi Project Managers administer these services and concentrate on defining business requirements and the deliverables that follow. The MCCi Project Manager will work with the client's point of contact to put together a project plan that clearly defines the scope of services of the Project Management services. These services are included to ensure the Client is prepared for the final project implementation. Initial Implementation Client Consultation - The assigned MCCi Project Manager will perform a remote pre - installation solution development plan including configuration of security rules for the Client prior to installation and training. This consultation will include a review of current document organization and retrieval practices to determine desired indexing methods, as well as other basic system set up needs. Once this information has been gathered and provided to the MCCi project manager, the basic folder structure, document naming scheme, scheme, and template set -up will be configured prior to onsite training. Remote Installation and Configuration- Software installation and configuration may occur remotely as part of the Project Management services to ensure the onsite time purchased is focused on the direct objective. Please refer to the statement of work to determine if the onsite time will include installation and configuration. Remote Training- Project Management services may be utilized for training administrators or users remotely if not providing onsite training. Please refer to the statement of work to determine the training model quoted. Future Implementations MCCi Project Management services may be included to provide remote training and /or installation, template creation, specific consultation needs such as security set up, or others needs related to adding additional software and /or departments for the defined project. LASERFICHE BASE SOFTWARE TRAINING SERVICES The client is provided with either instructor -led hands -on training or train - the - trainer training in the operation of the Laserfiche Software and Plug -ins, and the scope of all training services to be performed is notated in the Statement of Work. These services will be provided onsite or remote, please refer to the Statement of Work to determine which has been quoted. Below are some sample outlines based on user -roles and system modules: System Administration Training ® Client and Server Installation Procedure ® Users and Groups — Active Directory ® Security ® Templates a Tags ® Document Relationships a Records Management a Volumes ® System settings a Back up Procedures ® Troubleshooting Procedures a . Technical Support Overview Full User Training ® .Introduction to Laserfiche ® Folders and the Folder Browser 0 Scanning and Importing a OCR and Full Text Indexing Document Display a Index Card /Templates 0 Document Retrieval by Index Fields or Text (Searching) 0 Annotations a Extracting a Document from Laserfiche ® Briefcasing and Migrating Documents ® Customize Laserfiche a Volumes ® Security a Advanced Features — Plug -ins _.....: _ ......._ ._.._. ......._.. SO FWAim DLScRIPT70NS To determine which products are included with your project, please refer to the Statement of Work LASERFICHE AVANTE Laserfiche Avante solution is a named user model and starts out with a feature rich system that is based on the number of people who will be using the system. It is designed for small to mid size organizations and helps you capture, manage, distribute, and work with information in diverse working environments. Avante comes with Laserfiche Workflow and allows your organization to move beyond simple document routing to automate everyday tasks, optimize business processes, and share information with a wide variety of applications. Avante systems allow you to choose from SQL Express or full MS SQL platforms and incrementally expand the system with records management edition and other plug -ins such as auditing and batch processing. The Laserfiche Avante pricing structure makes it simple and affordable to add new features and functionality to your Laserfiche system as your needs change. LASERFICHE RIO The Laserfiche RIO solution is geared towards Enterprise clients with 100 named users or more. RIO and each RIO license comes coupled with Workflow, Web Access, Snapshot, Email, and Advanced Audit Trail. This licensing structure makes it much easier on IT administration, especially when dealing with a large user base. In addition, RIO supports an unlimited number of application servers, as well as repositories, making it well suited for expansion and testing needs. RIO can either connect to MSSQL or Oracle for the backend database, and of course many of the same optional Laserfiche modules such as the Records Management and Weblink Public Portal licenses are available with RIO. Feature Database Rio SQL Express, ISQL, Oracle SQL, Oracle Comments j iOnly Public Retrieval Only Public (portal Web 'Includes Email Users Portal Web Link :Full Named Users Retrieval Named Users Default Servers User License Model Model Page Limit Unlimited n/a 1 Named 100- ; Includes Workflow, Email and Snapshot for Avante; Includes Unlimited Workflow, Email, Snapshot, Web Access and Advanced Audit Trail for Rio. 200- Includes Email for Rio, minimum purchase of 1,000 users Unlimited l Unlimited Named WF automation IEnterprise / BPM Unlimited ;Unlimited ' Weblink Public Weblink Public Access Portal (25, 75, (Public Portal IPP) 1 (PP) ;Unlimited versions are licensed per Laserfiche application server, ,and per processor. The licensed number of processors must be (equal to or greater than the number of processors (CPUs) on the correlating Laserfiche application server. SOFTWARE D1.SCR1N'1'I0NS LASERFICHE PLUG -INS Laserfiche Plug -Ins. Utilities, and Tools MCCi can provide additional Laserfiche Plug -ins Utilities, & Tools software. Laserfiche offers a selection of add -ons and development tools designed to let you tailor Laserfiche to meet your needs. Certain Plug -Ins may be bundled differently based on the Laserfiche platform. Laserfiche Batch Processing Tools © Laserfiche® Quick FieldsTm automatically captures useful information from paper and electronic documents and organizes it for fast retrieval. Quick Fields transforms data capture from a costly and labor- intensive operation into an efficient process by collecting precise pieces of information from the masses of unstructured data flowing into your organization. Quick Fields improves the speed and accuracy of data capture while giving authorized staff instant access to the information they need to work effectively. ® Bar Code Validation Package - The Bar Code add -on reads bar codes on a specified page in the document. The value returned by the bar code process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. Bar Code is very powerful when combined with Real Time Lookup. Supported barcode formats: Codabar, CODE 39, CODE 128, EAN 8, EAN 13, Interleaved 2 of 5, UPCA, and UPCE. QF Real -time Look up Validation Package: Lookup populates template fields and validates metadata by retrieving data stored in third -party databases and other applications. QF Zone OCR Validation Package: Images that contain clearly printed or typed information can be converted to text files through a process called OCR (Optical Character Recognition). Once text has been extracted from an image, it can be sent along with the image to the repository. Once the document has been imported into the repository, the extracted text will be associated with the corresponding image in the document. The International Zone OCR add -on will scan a zone on an image for text. Only text found within the zone will be extracted. The data returned by this process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. The International Zone OCR add -on can be installed when Quick Fields is first installed or after it has already been installed. Laserfiche Import Agent: Laserfiche Import Agent is a capture tool that can bring files. into a Laserfiche repository from the Windows file system. Any file that can be stored in Laserfiche can also be imported via Import Agent. What's more, Import Agent allows for scheduled and selective imports, so that users can set up specific criteria for what gets imported when. Import Agent can create fully OCR'd and indexed documents complete with template information and filed in the repository. . QF Forms Alignment: automatically repositions scanned documents to match a master form, correcting for scanning errors and improving data extraction. QF Document Classification: designed for clients who deal with multiple forms, and will recognize and process multiple document types. 3 QF Auto Stamp /Redaction /Bates Numbering - The Bates stamp option is a document auto - numbering annotation option SOFTWARR DESCRIPTIONS QF Optical Mark Recognition: detects handwritten information, including marks on surveys, tests and ballots. Quickfields Agent: enables administrators to schedule forms processing around the clock and run Quick Fields sessions without operator intervention, reducing labor costs and optimizing business processes. QF Forms Identification: automatically recognizes the form or document based on its overall structure, even in the absence of bar codes, form data or other distinguishing information. 0 QF Forms Extractor: removes form outlines to isolate data for more accurate capture. 0 Laserfiche ScanConnect'"°: allows ISIS scanning. A collection of ISIS scanner drivers is included with Laserfiche ScanConnect. These drivers allow images to be scanned through supported scanners. ScanConnect 7.x is can be purchased as an add -on to both Laserfiche scanning and Quick Fields. ® Laserfiche SnapshotT"' Laserfiche Snapshot can generate images and text from an electronic file (e.g. a Word document, a web page, a text editor, etc.). The files generated by Laserfiche Snapshot capture the content of the electronic file at the time that it was processed. In other words, they represent an accurate portrayal of an, electronic file at a given point in time. The images and text created from an electronic file are then stored in a Laserfiche repository. As you can see, Laserfiche Snapshot can be used as a tool to archive a particular version of an electronic file. Laserfiche Snapshot can process any electronic file that can be opened with a Windows application that has printing capabilities. This feature is automatically included with every Full User purchase. OCR Scheduler for Laserfiche is a tool developed by MCCi and provides a simple and effective way to mass OCR documents in Laserfiche. It allows administrators to configure multiple OCR sessions. Sessions are created based on selecting folders within a specific Laserfiche Repository and scheduling the time to begin the OCR process. Benefits: o Efficiency: Clients can schedule the tool to perform the OCR function, rather than tie up machines during the normal working rhythm. o Support /Search Content: Leaving the responsibility in users hands to conduct OCR can lead to incomplete processing. The tool provides assurance that everything in need of OCR is being addressed without end user interaction. Distribution Plug -Ins Laserfiche WebLink TI the WebLink module publishes select documents in a Laserfiche repository to an intranet or the Internet in read -only form. Documents can be made available through the Web almost instantly, and users need only an Internet browser in order to access them. Built on ASP .NET, WebLink can be customized to match the look and feel of an organization's Internet or intranet site. Laserfiche WebAccess Laserfiche Web Access is a Web browser -based thin client offering virtually all of the document management capabilities of the standard Laserfiche interface. Web Access allows your IT staff to roll out high - volume Laserfiche access without increasing your organization's application support burden. Authorized users organization -wide enjoy simultaneous access to documents,.whether they are using the corporate intranet or logging in from a branch office. G Laserfiche PlusT"' Laserfiche Plus allows the information stored in a Laserfiche repository to be portable. Laserfiche documents published by Laserfiche Plus can be viewed by anybody, regardless of whether they have Laserfiche installed. If these portable Laserfiche documents are sent to a company or site that already has Laserfiche installed, then that organization can also choose to attach those documents to their repository. This software prepares a copy of the Laserfiche files (images, text, electronic files, annotations, templates and field data) for burning directly to your removable media or to a temporary directory. Choosing to publish to a temporary directory allows you to write it to your removable media at your convenience. SOVINWARE DESCRIPTIONS purchase. Laserfiche E-Mail Plug-in TM allows instant electronic document distribution via standard MAPI- compliant e-mail applications. This feature is automatically included in every Full User and Retrieval User license Workflow& Process Automation 0 Laserfiche Workflow: Efficiency and accountability- enhancing document routing, e-mail notification and audit trail reporting. Laserfiche Audit Trail Modules: Three levels of audit reporting to address your specific regulatory compliance and security needs. © The Starter Edition tracks basic events that occur in the repository and that involve accessing, modifying or exporting data. Basic events include creating, editing, printing or deleting documents, creating annotations, and assigning metadata. The Standard Edition builds on the Starter Edition by tracking additional security- and access - related events. This edition can also track unsuccessful attempts to perform an action, such as failed attempts to access or print documents. The Advanced Edition meets the needs of organizations in the most highly regulated environments. It includes all the functionality of the other two editions, and also tracks many more events including password changes, the creation or modification of users and groups, and changes to repository -wide settings. It can also track all the searches users perform, require users to enter reasons for performing certain actions, and automatically add watermarks to printed documents. Laserfiche Integration Plug -Ins LF Integrator's Toolkit: Tools & documentation necessary for customizing Laserfiche LASERFICHE THIRD PARTY PLUG -IN OFFERINGS Integration Datallow Affinity Integration- Datallow Affinity brings the power of Laserfiche document management to the applications you use most. Document searches can be reduced to a single click of a button. New documents can be added to your Laserfiche repository without manually entering template field values, file names, or folder locations. Affinity truly makes Laserfiche feel like part of your business software rg LF Integrator GP — LF Integrator empowers Great Plains users to scan, search and link supporting documents in Laserfiche document management applications directly from the Great Plains menu bar. Link the document and workflow management power of Laserfiche with your current Great Plains implementation. LF Integrator AutoCAD — LF Integrator for AutoCAD allows you to store AutoCAD drawing files or associated documents in Laserfiche, including embedded cross reference files, directly from the AutoCAD menu. Launch Laserfiche scan or search modules using the drawing file for template or search criteria, or create a Laserfiche document template using the fields from any AutoCAD drawing title block with a single click. GeoDocs: GeoDocs" is a web -based software that seamlessly integrates ESRI ArcIMS (soon to be ArcGIS Server) and Laserfiche. Utilizing robust search capabilities, users of GeoDocs can access digital documents stored in a Laserfiche repository from within the web -based GIS program and vice versa, access spatial information stored in a GIS from within the Laserfiche web client. Electronic Forms SOFTWARI DESCR1P'rIONS LincDocs (Electronic Forms)- LincWare's LincDoc family of eForm creation and document automation tools empowers businesses and government organizations to better serve their customers and constituents, reduce costs and better leverage bottom line critical information. LincDoc data complies with existing systems through features like network -wide interconnectivity, document repositories; version control, business -logic driven data entry, Laserfiche interface, database integration and Word- and PDF -based document authoring. Physical Records Management InfoLinx (physical records management software) - InfoLinx provides both custom and commercial - off- the -shelf records and information management system software and professional business services to manage critical business documents. InfoLinx seamlessly integrates barcode and Radio Frequency Identification (RFID) technology, physical file and electronic record tracking, retention schedule management, color -coded label printing, and document imaging into an integrated, intuitive, and user - friendly records management application. I IECIINICAL SUPP0I11* Proactive 'When you become a client of MCCi, you gain much more than just a new product, You gain a relationship between our staff and your organization to make your product implementation successful and the usage of your product an enjoyable experience, In order to make this possible, MCCi offers both • Technical Support, PROACTIVE SUPPORT MCCi assigns each account with a Regional Account Executive and an internal Account Manager Team. You will have already worked with your Account Executive in the pre - project phase and they will continue to support you. Your Account Executive will provide a local presence and contact information should local meetings be necessary. The Account Executive also assists in pre implementation processes. Your Account Manager will assist in managing ongoing support through the life of the product. MCCi believes in a proactive support methodology and it is the Account Managers' role to insure this ongoing communication with clients. Your Account Manager will be in touch throughout the year to discuss optimal system usage and ensure client satisfaction. Items discussed may include, but are not limited to: ® Identify any needs that could easily be addressed with the current system. Provide resource for question and answer, best practices, how other customers are using the system with use of documented case studies, Listservs, support center, etc. Provide continued education for existing and new users within the organization through the use of webinars, seminars, workshops, users group, and more. Annual review of current system configuration Dedicated sales support staff for pricing inquiries and budgetary information Annual support renewal notification to ensure your renewal process is timely and accurate Educational Resource Definitions • Case Studies- MCCi works with our clients to put together narrative accounts of specific usages of MCCi solutions in their organization. Specific departments, document types, integrations, etc. are noted to allow other users to learn from the information. • MCCi Listserv- MCCi has created a Listsery for specific types of system customers. A Listsery is a creative use of e-mail, which provides a means for End Users to share information on a common interest. Members are able to communicate with peers thru a single a -mail. Uses of the Listsery may include fielding requests about system usage, as well as best practices. • Support Center- This resource is a compilation of white papers, best practices, and information for system users all in one location. Through the support center, users can also submit and check the status of their support tickets. • Webinars- MCCi conducts monthly webinars on different topics promoting more efficient system usage. User webinars are also offered on more specific topics related to products, concepts, departments, etc. regarding the usage of your system. These are done through the web and are a convenient way of staying informed on the newest technologies available. • Seminars- MCCi conducts seminars on different topics to help educate new and existing end users throughout the year. They are usually located at a host site of an existing customer. These can also be offered at current client's locations to invite departments to learn more regarding their current system. • User Groups- MCCi offers annual user groups to keep end users trained on the newest versions and products. These are geared to both users and administrators of the system. 4 Ti;CHNICAi.. SUPPORT TECHNICAL SUPPORT The Laserfiche Software Assurance Plan (LSAP) helps preserve your investment and extend the benefits of your original purchase by providing you access to the assistance needed to ensure that you maximize system uptime. You have access to a toll free line to call for technical support or submit tickets online through our support center. When you subscribe to the LSAP you receive the following benefits: • 100% upgrade credit for your existing software (in the event of an upgrade) • Free software updates for your current system • 24 -hour FTP and website access which includes the MCCi Online Support Center • Technical bulletins and newsletters TRAINING CENTER MCCi's Training Center provides an easy, cost - effective way to provide Laserfiche training to all users in your organization. An annual subscription allows access to our online course offering of over 200 training videos. The Training Center is home to video categories such as Laserfiche Administration, Laserfiche Client, Workflow, and Tips & Tricks. All videos use instructor descriptions from Laserfiche Certified Professionals. The Training Center provides the following benefits: is 24/7 access to on- demand Laserfiche training videos and other resources Reduction in training expenses Caters to all skill levels from Basic Users to Advanced System Administrators Unlimited access for your entire organization User determined schedule and pacing <� Reduction in internal support Increased efficiency through improved internal usage /adoption Instant /budgeted training available in the case of employee turnover Enhance your organization's internal Laserfiche training program Increased user productivity MANAGED SERVICES MCCi Managed Services are strongly encouraged to be included with every support renewal and provide the client with a discounted hourly rate by purchasing an advanced block of services per year based on the products purchased. Managed Services can be used for the following professional services: Additional Training — additional training, via web conferencing, can be conducted to train new users on the use of the system or as refresher training for existing users. Additional System Set Up Consultation — MCCi offers additional consultation that includes recommendations on best practices for adding additional departments, additional types of document etc. to your current system. Remote implementation of software updates — While the standard SAP plan covers free updates for software, implementation of those updates is sometimes overlooked. With the addition of our Managed Services, MCCi is at your service to directly assist in implementing software updates such as minor updates, quick fixes or point releases. Major software upgrades may or may not be covered and should be discussed with your Account Management Team. Annual System Review & Analysis — Upon request, MCCi will access your system to review and analyze how your organization is using the system, identify discovered potential problem areas and make recommendations for better use of the system. This analysis is designed to be implemented 6 months after the initial Software installation, and should be TrsCIINICAL SUPPORT performed annually after that date. This is an optional service that will be completed only if requested by the Client. Remote Access Support — Remote Access Support allows our helpdesk staff to access your machines remotely to resolve problems faster. The use of Remote Access Support saves you both time and money by reducing the delays in resolving software issues without costly on- site visits. Expiration & Additional Services —MCCi Managed Services is an annual package and will expire on the same date as your SAP plan. MCCi does provide continued technical support for all MCCi applications. Technical support is provided via email or telephone during normal business hours of 8:00 AM to 6:00 PM EST. Clients can designate several individuals who are to be the technical support contacts. Those individuals may contact MCCi at any time for technical support. There is no limit on the number of technical support calls that can be made. Adjustments in annual support rates may be made to coincide with current U.S. inflation rates. HARDWARIE 8PECI I IC ATIONS MCCi will provide necessary consultation upon request, as to the compatibility of current hardware with the Laserfiche System. Changes and recommendations will be made at the time of consultation. See system requirements below. Please keep in mind that these are the minimum system requirements, and should be considered independently rather than collectively. Additionally, overhead for virtualization has not been factored in to these requirements. Scanning Station PC: OS: CPU: Memory: Communications: Web browser: Client: OS: CPU: Memory: Communications: Web browser: Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows 2003 (Service Pack 1 or later). 2.4 GHz processor or faster 2 GB RAM or more TCP /IP Internet Explorer 6.0 or higher Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows 2003 (Service Pack 1 or later) 1 GHz Processor or better, Performing OCR: Dual Core 2.4 GHz or faster processor 1 GB RAM or more TCP /IP Internet Explorer 6.0 or higher Batch Processing Quick Fields Machine: OS: Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows 2003 (Service Pack 1 or later) CPU: 1 GHz Processor or better, Performing OCR: Dual Core 2.4 GHz or faster processor Memory: 1 GB RAM or more Communications: TCP /IP High volume recommendation: Windows 7 x64 with 8 GB RAM, Intel Core 2 Duo Processors 3.33GHz Laserfiche Application Server: OS: Windows Server 2003 (Service Pack 1 or later), or Windows Server 2008 CPU: Dual Core Processor, 2 GHz Processor or better Memory: 2 -4 GB RAM Communications: TCP /IP Image /File Server Storage: Typical usage factoring is 18,000 black /white standard size images per GB. Clients typically utilize a Network Attached Storage (NAS), Storage Area Network (SAN), or a Local Storage Device. Note: Images and Electronic files are stored separately from the database. Database Management System: Avante SQL or Rio SQL: Microsoft SQL Server 2005 (Service Pack 3 or later), Microsoft SQL Server 2008 (Service Pack 1), Oracle 9i Release 2 (9.2.0.8 +), Oracle 10g (10.2.0.4 +), Oracle 11g (11.1.0.6 +). For MSSQL, MCCi recommends storing the MDF and LDF on different drives. Avante SQL Express: Supports MSDE (Service Pack 3 or later) and Microsoft SQL Server 2005 Express Edition (Service Pack 2 or later), or Microsoft SQL Server 2008 Express Edition. Note: Oracle or Microsoft SQL Server must be purchased separately. You must additionally purchase enough licensing for your DBMS to support your Laserfiche installation. Laserfiche Workflow Server: OS: Windows Server 2003 (Service Pack 1), or Windows Server 2008 CPU: Dual Core Processor, 2 GHz Processor or better Memory: 4 GB RAM Communications: TCP /IP Laserfiche Audit Trail Server: OS: Windows Server 2003 (Service Pack 1), or Windows Server 2008, IIS 6 or 7 CPU: Dual Core Processor, 2 GHz Processor or better Memory: 2 GB RAM 15 HARDWARE SPECI1 (CATIONS Communications: TCP /IP Local Storage; C:\ Drive with 40GB or greater available Web Module Server(s): Required if: Installing "Web Access" or "Public Portal — Weblink": OS: Windows Server 2003 with IIS 6, Windows Server 2008 with IIS 7 CPU: 2.8 GHz or faster processor Memory: 1 GB RAM or more Viewer: Web Browser (minimum versions): Laserfiche Web products operate most efficiently when using Internet Explorer 6, Internet Explorer 7, Internet Explorer 8, Firefox 2, Firefox 3, Safari, Chrome, and Opera. Note: Clients are responsible for any additional security protocol setup /associated fees, that are required to provide internal /external web access. An example would be setting up "Kerberos" for thin client active directory authentication. Laserfiche RIO version licensing specifics: Public Portal is sold per Laserfiche application server, per processor. It allows unlimited read -only connections to that Laserfiche Server, as many as the machine can handle. The Public Portal License allows unlimited connections, however a large number of connections may affect Laserfiche Server performance (one processor can handle roughly 100 to 150 concurrent retrieval connections). You must have one Public Portal License for each CPU on the Laserfiche Server computer that WebLink will connect to, or you must have a dual - processor or multiprocessor license for a Server computer with two or more processors. Public Portal Licenses may only be used with WebLink; they are not available for other applications. OCR Scheduler for Laserfiche OS: Windows Operation Systems: 32 & 64 bit Requirements: Laserfiche Version 8 Server (runs as a service), Laserfiche Version 8 Client. Recommendation: 1 dedicated LF Named User license Note: Does not support OCR for Electronic Documents Scanners: Must utilize ISIS drivers to be compatible with Laserfiche ScanConnect software. Scanner compatibility should be confirmed by referencing the most up to date Laserfiche published supported scanner list at: http: / /Iaserfiche,corn/static /Resources /scanlist. html, 16T The terms of this agreement shall remain in force and effect for a period of ninety (90) days from the date appearing below, unless accepted by the Client. Submitted by: MCCi, a Limited Liability Company Date: By: Witness; Noted Items Accepted by: Date: By: Witness: April 5, 20 (Signature) J26 ^1M4 Cz r'%• y -%'j '0re J t ai 4&t (Printed Name & Title) (Signature) CITY OF SOUTH MIAMI, FL %09 (Signature) *0'0 R�I1PA,BiGG: �� (Printed Name & Title) /r re) M R, Irrintea Name & i me) ek�N ro0 p v E v° Q o 5 o'g rti ?t 9« � v A c- E o o « 'Q c a c m£ E °-' a u G a o .fie ro ry v °' a v ° s-° c v •o V °; a `a v' oci v '°• «`o o '•' 12 E r m u a> w y t u a m- 'C u« vi7u a c d Croy u ro t E' a c z '9 T .4 .' -° v Nc•� £ N u :E; `o s 0 o w e '3: y E y u "au' ut y ug E H wy>_, v w v c 'nno nt _� _p E m s m �' A ro° c £ H c ig ro c ro U c if C n o °n.�'�J' 'AV °` ;A; �' 10� a a Eo ' s y c m u q ; m n cc ` m >.p `S > E m o y m t d 3 E •a N Q o , c o £ a s .o ' - v v ° E x > •O c E V E a e A ro Y ° 0 6 lE N -.9 ` H `u £ O Q EEO v o °row '° o« ,N •° -' w$yC� E'O ° C 3 u c nN E �• C L �' oro'o, ri w u:n `L'.c'y o « u u v «� .an's o wv °'° m u m « G r w v y "°- v c w c °1 o c 9 0 •N w twt;; 9 d 3 y o c A o o .� Yn a+ y ry ro c U Y 'o Z 'a 8 m .° A L E b ro «a Ec aE^' >wc >�+'mw r cm c°0 �mV o Caw ;2 U�' ° m Ao ° .°., P A c L^ w e v w v 'c aci £ >> c z A 5 •Ni '� y `0 1p r' v n v m E w A m m i 0 LN° m' m ti v Q Y c a A x c '� g v �' % m m W v 'v 0« c o v° 'n° w $ A s H amo 0= yy vv Y��l .-ten «3 «r yE� «Yi' «m iE gs'.° -..rs �vmE -a = vY c yj.p °' a,o w •� v `w i r:, �` $ a 8 a Sao O E o£ a€ E ro u v, m m� O £ E ro w Oro v w w o O v •_ �, c e ,a., o u ro c a.E £S0O _NC �o�v3 Nz v vs o N n� « ro m.a =� E c v o 7 '0• V w O ro A C m -� f. w �a' w U m q 0 V 38l cz•a ziO3 0 3 E�cp 'o E.a�n2 l°nv m,� �ca O:Sama $Y' - ,.`°- '-^'gym L' 'w, o u = m g a ~il c v yi c c udi n c c o_ %^+ N a" t- bT c '� w o °'L' v 'u NcM u�16 uvcpcp �°- tz-d. uv'i qa �o wwYOVCE t�•ai e'O ttryS L'OC• Ec }Y", y cvc FE aN 1] 2 1' Wpp E a G A C 'm C L i °' a 6' N d is L C C E C c Val tNy �(Z�'Gi' `pO q W N NaU� N u y y_ O W W We C 1`a C T N N N ro E W C H C Y L c 6 Ny C J F (l/ o 8 N —d Z q C A U m a U N d V a i+ G W '� O •O L `• E C V La N w C G ,?_+' d 6 w L k WWy Udl C A Z a N ra m ; C3 ZYnc= LLEmco Vo myro�y c .a. l' imp_o .0 -�,' cin 2•toA E,5 o V U O w U L„ _ W$ O N a V y O A W A V? V a U D O A A K w d C Z C O 9 N «« Nf aII a YL°¢ O Eti E m >u°l f v ¢ • • • • • < o` = m c z Fc o 0 A 4`w• v£ u E ro Qc .� c c ro i « u u �. c m u c a •o m - Yn a «Na.° -' c o« a d v > cue m ro A� v c '9 N> Q n a �+ al o a ro« o w �^ d a L A c o E A c c «'; D• N '� 6 L A L N a `! C O �" L O C a E m ro C C A C 3 d y O V.m 3 H d 't wY v «ro o o ro 'O a'lo cZc c as ° o e° O w a w£ 3 u $ E n m m -a « 'o '° Y" m v c g�g _m o c '° uEi u •�' o: E � '-L-~ y« z« m `_d # c u Y 8 v °_ n o L w 'c" o ,�i >„ --' o m a 13 v a o '° H y E H Na N o' c �. c N « v a v ra « m C O�Q N A O =� y N Y m lD a d E 'Z ° N 'E 1p N a u a d O O C m C m �' c O ° c N m w- w E g u E Ym y E o "> 0 - 'w v c c a A m a u L° m N o° . " a ,c m o cLw, a € m £ .°. = m o o '; '-� =°'d ` a c £ •°-° o y C L £ a E v o v a u m Y v a 3 c ro Yo 0 c d C v M2 i. v a w c c > m c E- £ u ry m ca» J' -i m A C° v « c o `o m u o c c m a A d a 0 0 C Ip A m M u �+ C a a Y d N m E' c �' N A .p a 't-' m c oa cc S.- � v � as i'i � .A. f. 'a v „ t�', w e LA, P. �' �v fYf 'c° E Eu'.d. V °• o o Eea > ". a N a V E �' o C. >; y �`du a`��L' Y Ay£ o_t u o c a �QU ulct fix_ aj > t O O y U N A "� £ A p o N d li t Y i N u A G Q- C] C d ,v_ n m w 'o. n o at� `m m¢ T A N V Y 0 v v c_ y a 3 m O o c d A •F O 3 d v C L m m o °_ y a m E 3 c EE [ m Y x m �° ° - £ E v N u E c ° o u E a �+ v G y .o o N o c o E c' '°^ a ti w c v �' .c « v m: �' u av�a L Q o H 4= 5 A E .'� "' a° E .•� v 3 c $ c ro .o v¢i U c 'g L o ro° y a x r cat 5 P u « v a c« a c c A .0 •� E v" i N °' .�-• >' :: x S A u o •c Y o m Q •c a Mac°' EB�z {5$ -O aev owcE o'C �°° "La, �'°°' ° cqC £uo nccc `Qm°'� Z- C U C m d N YO N, N E N G E y « d M d= A O ._ p N A V° O Z - N> o o a E c c o a L T -w Q.= t row c m :! n w N c- u S E a w I. F vv 3 c A£- N oYOnn S o ° L E u ° w L c 0 y c 3 ro_ c o y a ar c m Z r= H p L '4 . °u 3' ¢« ` w ro �ce e c u m u n>` 0 c E .Y°c 3 c .•moo y n c li 3 n a m o «0G a $. "m E o-n 9,Z. ro E V c2 .M.L ro E m c aN1 O u o^' -'ao NNvcH a°. EN .°la �`a,u �d= dos i-E aai •L^E�� V o E x c= P mv� 'a t 0 u .$ =' v P e A c c t `w c 3 v c u 0 0°' u .° c u •a.� v d>> E o W N O m a 6 L; d 1 oa d ip - ro A p E m Z �l O L o O m m ro Q,C OOei -' N m A O .5 fi � C I YI Y G n 'S Q y r '� 4 O« vi V � V •C u N .O Y V u N vct� 'uNdFn u as Y� i°5Y `0 3°� 'S 'O3 v iSdA .c yw €Nm« EVr� NN . a ,� v u o c u.- Y I V N v c: ` N 2 ^' >, u c c n Y� $ « E c E c V •V'E a '- w �n N E O N IC O p m C u a w Y„ m ° -oE i v N mm `L,o a mda aao v c •° -v-Yi a «ti•- Zvi a O L Z c o. > ro " •_ u N m v « c 1O ri i9« E�'nc «a .a. m�> a.. vv v V ccy '^yN o � o� a v z r ��ar o� u �.. w 6 •,c E c. voi °° u 3 '-' o a s 'u' & m '" p A c E L `o �.a.. a LA, o �0 a 'Y° a E L" 3 °YE' yE„ a v ti= Y c o £ m o d« m a� N c. a e m F4 'cLe $ o Y„ N 3 `w u c L^ €« ;F _ w w O 6 L ro C 4h N ti N c C C w A _o y d N C : E w '6' y« m 0 p ° c 3N�"y^ uJ Y c 3' '«c = 0 o o a_ v —YrV Z d Ec c U' Z v- c° v Yi ro ea qi- m�' -°vac �E Ec.iv` '"aA :•'`- .°. .c �+ o�CL,L" yL « -�o m u:°� OvP.'« v��E �Q «o p a 3° a c °' a c a .� •o m O m a '4`' .2 o u c c m Y G A« m e y t M c qq L d u w o N N $. Q N- a ay°p° E� : s c° N i'n c Ypp t c_ .2.s c z c •`o� . N _ y� c >nrorooao CU p AO VtN «Yd Y9 Yr,� �'wO.w �ro� VVdaC OCOA UQN° V p W C O 6 m m " >'N _ mL A a T N n m ° ro V m N m f v i u 10 v v '^�. E° w N e cm W -6 'c ��mvO �c «o pram �YC O�°'U n ONpc'c c 2'i h'u g$io �u3E zYEE MO N '�' o a ."d-' m „_ h co_ „ c Vi c 1 4 G A 0 J C F '_ ,.°. 0 N A C N u p V v 41 m o �, Z' F" o m °'- L= C ,w��v..r c w._u O 3 E m °O• 'O 'w^ -o ° Q a w u" u >< F� c> v °u `o.'� E o •"-' f ry m 3 x e m° v £A a F i� 'u w 17 c u A $O w u o d n v_ c c w m w o �L 0 A La '; E w N V —_ 5 Z A V U u z � a ro •�- t E E N E 3' w w c € c o O N E w m : c `u u m^ > c o .w z@ >'c a s Yj o A v c E y, m S c w E y,o o C U' H fn O e0 �' c 0 3 v v c p f i � A z c V.c z «« c E Q2 an d '- ; z a 3 c m n rov_ W« c � tn- w Y n V c s N A m 2 x c A F .K a z '� a C O« N 16 m`w ?CGo�ymcn ¢Q= j{A1��H cu` Kdca aLV ��t a w°« $ OY' a �gv° °—wpm asl7w A �yrZ Wvrac 9'LL M m "> d° uV+ n E m V act .a. ~ u L {Q-I_ Z O 'c� '^ t�$ w Nu'f O x �^ E 2' c W; m 12 �° w d C out° o 'v E o c ry Q `a n. m ,o o E -° o O F m y W qn .a�_N' u . 2 a '`° LA' w c 9 avi °L i j `w c 3tvoowm« �wtf�} «£ C� .�JQ ai00o ac O m,°, a "'`o o` o: •- aY �°c w,e « u,paw fUS'c c y, '^ w• O �' v ry v N «Na. E a V v m N Yn "« v E '.°-. tm- v m 'n° �Z- a ti c Q- rc v V > g m .Q C a N N c LL c cm u o a yy L •� v 6 a; w ,� a K u w m u Q a m w w w N v aci w `o a'�a 2F u w v p> > c. Fm c++£ V .K 0a, v_ A a J 3 LL w E [ fi�r, A- d > 0 L 'L riA v�a.g .°. vOi u°�c =0o u 0 cc S EC �No td o°6 Vc�e .>• u0i� H1c£u ¢ae19 o. woad �a`o« DIR Contract No. DIR -SDD -980 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES MCCI, LLC 10 Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR ") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and MCCI, LLC (hereinafter "Vendor "), with its principal place of business at 1700 Capital Circle SW, Tallahassee, FL 32310. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR - SDD -TMP -126, on July 7, 2008, for Augmenting Software Products and Related Services. Upon execution of this Contract, a notice of award for RFO DIR - SDD - TMP -126 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Daystar Software License Agreement; Appendix D, Daystar Service Subscription Agreement; Exhibit 1, Vendor's Response to RFO DIR - SDD -TMP -126, including all addenda; and Exhibit 2, RFO DIR - SDD -TMP -126, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be one (1) year commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to three (3) optional one -year terms. Page 1 of 10 3. 4. DIR Contract No. DIR -SDD -980 Vendor Contract No. Product and Service Offerings A. Products Products available under this Contract are limited to Legistar by Daystar, Blue Ridge Contract Assistance and Laserfiche Document /Records Management Software. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section LB above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section LB above. B. Services Services available under this Contract are limited to installation, maintenance, warranty, support services, product training, and Legistar by DayStar "Software as a Service ". Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section LB above. Pricing A. Manufacturer's Suggested Retail Price (MSRP) MSRP is defined as the product sales price suggested by the manufacturer or publisher of a product. B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified below. Customer Discount includes the DIR administrative Fee specified in Section 5. Legistar by Daystar 3.00% Blue Ridge Contract Assistance 100% Laserfiche Document /Records Management 4.28% Legistar by Daystar "Software as a Service" 3.00% Services 3.00% C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price = MSRP — Customer Discount Page 2 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) any other entity or consortia authorized by Texas law to sell said products and services to eligible Customers, then the available Customer Price in this Contract shall be adjusted to that lower price. This Contract shall be amended within ten (10) business days to reflect the lower price. D. DIR Administrative Fee The administrative fee specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer. E. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery. F. Tax - Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and 0). G. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized by the current State Travel Regulations. Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre- approved in writing by Customer. H. Changes to Prices Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Price decreases shall take effect automatically during the term of this Contract and shall be passed onto the Customer immediately. Page 3 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. 59 DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is two percent (2 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $2,000. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Sherri Parks, Director Contracting & Procurement Services Department of Information Resources 300 West 15th Street, Suite 1300 Austin, Texas 78701 Phone: (512) 475 -4700 Facsimile: (512) 475 -4759 Email: sherri.parks @dir.state.tx.us If sent to the Vendor: Krysten Claiborne MCCi, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (850) 576 -3172 ext. 241 Facsimile: (850) 701 -0715 Email: kclaiborne aammccinnovations.com 7. Software License and Service Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Daystar Software License Agreement set forth in Appendix C of this Contract. No changes to the Daystar Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix C. Order Fulfiller shall make the Daystar Software License Agreement terms and conditions available to all Customers at all times. Page 4 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. 2) Compliance with the Daystar Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Daystar Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Daystar Software License Agreement terms and conditions. B. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink - wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click -wrap License agreement and determine if the Customer accepts the license terms. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain changes in the Shrink/Click -wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Daystar Service Subscription Agreement as set forth in Appendix D of this Contract. No changes to the Daystar Service Subscription Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. 8. Intellectual Property Matters A. Definitions L" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know -how, (iv) domain names, (v) any copies, and similar or derivative works to any of the Page 5 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2. "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know -how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 31 "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and /or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4. "Third Party IP" means the Intellectual Property Rights of any third party not a party to this Contract, and which is not directly or indirectly providing any goods or services to Customer under this Contract. 5. "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. Page 6 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and /or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other Page 7 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product, shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub - paragraph h hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non - transferable, non - exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. Page 8 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non - exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. Page 9 of 10 DIR Contract No. DIR -SDD -980 Vendor Contract No. 90 Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions. This Contract is executed to be effective as of the date of last signature. MCCi, LLC Authorized By: Signature on File Name: Donny Barstow Title: President Date: 05 /05/09 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Cindy Reed Title: Deputy Executive Director Operations & Statewide Technology Sourcing Date: 05/14/09 Legal: Signature on File 05/14/09 Page 10 of 10 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Table of Contents 2 3 4. 5. ContractScope ........................................................................................ ............................... 1 NoQuantity Guarantees, . I I I I . . I I I I I I . I . . I I I I I I I I I I I I I I I I I I I I I . I I . I . 6 4 9 0 0 0 * 0 0 0 , 0 9 q 9 1 . I I I I I I I . I . I I I I I I I I I I I I I I I . 1 0 . . . . . . . . . . . . . . . I Definitions. . * t 1 0 0 9 111 1 0 6 * 0 0 0 0 6 a 0 0 4 0 0 0 0 a a I I 1 6 0 0 0 6 0 0 0 9 0 1 1 0 a 9 0 * * * 0 0 0 0 0 a & 0 1 0 0 6 6 0 0 1 1 1 11 1 1 1 1 a I 1 0 1 1 * 0 0 0 1 9 1 1 . & * 0 9 0 0 a 0 0 6 * a 0 a & 1 6 0 6 0 & * 0 0 1 0 1 1 1 1 1 1 11 0 1 GeneralProvisions .................................................................................. ............................... 2 A. Entire Agreement ............................................. ............................... ....................00.....00.2 Be Modification of Contract Terms and /or Amendments ................... ............................... 2 C. Invalid Term or Condition ............................................................. ............................... 2 D. Assignment .................................................................................... ............................... 3 E. Survival ........................................................................................... ..............................3 F. Choice of Law. ...... 6011111111100* 00 to ... 6.* .... ............ *too $90 0 3 G. Limitation of Authority .................................................................. ............................... 3 Product Terms and Conditions ............................................................... ............................... 3 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) ................. ............................... ......................4000..... 3 Be Purchase of Commodity Items (Applicable to State Agency Purchases Only) .............................................................................................. ............................... 4 Contract Fulfillment and Promotion ....................................................... ......................4........ 4 A. Service, Sales and Support of the Contract-,"................ ...... .......... 06691,662 4 Be Use of Order Fulfillers .................................... ............................... ....................see........ 4 1) Designation of Order Fulfillers ................................................ ............................... 4 2) Changes in Order Fulfiller List.....,.. ................... 5 3) Order Fulfiller Pricing to Customer,,. ........................... ,000&d* .......... 6 ............ 111.5 C. Product Warranty and Return Policies.......... ..... ................. 5 D. Customer Site Preparation ............................................................. ............................... 5 E. Internet Access to Contract and Pricing Information .................... ............................... 5 1) Vendor Website ....................................................................... ............................... 5 2) Accurate and Timely Contract Information.."..",..,... .... 111.1 ............... 6 3) Website Compliance Cheeks. I I I I I , , 0 . . . . . . . . . . . . I I I I . . I I I I I I I I I . . . . . . . . . . 0 0 . I I I I I . . . 6 . I I I I I a * 0 * a ft 0 6 4) Website Changes, . I 1 0 0 0 0 1 1 1 1 . . ***&* . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . a a 0 a * 0 0 a 0 0 0 9 1 V 9 . . . . . . . . . . . . . . . . . . * . . . . . . . 6 5) Use of Access Data Prohibited ................................................ ..............................6 6 6) Responsibility for Content, 0 6 0 0 0 1 a 6 0 1 V 0 1 0 a a 0 a 0 a a 0 4 0 1 0 0 9 1 1 1 1 1 1 4 1 1 1 1 0 1 0 * I 1 0 1 1 1 1 1 1 0 1 1 1 6 1 0 1 1 1 1 1 1 1 1 a 0 * 0 0 * 0 * 0 W 0 6 F. DIR Logo ....................................................................................... ............................... 6 G. Vendor and Order Fulfiller Logo .................... ...........................6... ..................1.1.1....1... 7 H. Trade Show Participation.. I I I . 1 1 6 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 . . . I I I I I I I I I I * I I I I I I I I I I I I I I . . . . . . 7 1. Orientation Meeting.. I . I I I I 10 1 1 1 1 . I I , 0 . 0 * 0 . . * a . . a 6 6 1 1 1 1 1 1 1 1 1 . . . . 7 J. Performance Review Meetings ...................................................... ............................... 7 K. DIR Cost Avoidance. . I 1 0 9 111 1 1 4 11 .............. 7 12/15/08 i Appendix A Standard Terms and Conditions For Product and Related Services Contracts 7. Purchase Orders, Invoices, and Payments .............................................. ............................... 8 A. Purchase Orders ............................................................................. ............................... 8 B. Invoices .......................................................................................... ............................... 8 C. Payments ........................................................................................ ............................... 8 8. Contract Administration .......................................................................... ............................... 8 A. Contract Administrators..,, 9 0 0 ....... 0 ... 06 ... ...... 8 1) State Contract Administrator...","" Illegal 04*0*.. 6 a . . . @I,*# I I I 1 1.1006 go eve 00 0 a 060, 111. .".1.1 1 . I . . . . . . . 8 2) Vendor Contract Administrator,.", &*I've , "eve go, ................................. 8 Be Reporting and Administrative Fees ..... ......................................... ............................. "* 9 l) Reporting Responsibility .......................... ............................... ........................4660... 9 2) Detailed Monthly Report ......................................................... ............................... 9 3) Historically Underutilized Businesses Subcontract Reports .... ............................... 9 4) DIR Administrative Fee, . I I I I I I I I I I I I I a * I I I I I I * I I I I 1 0 0 , a a , 0 . . . . . . . . . . . . . . I . I . I I 1 111*00 *64 66*00660 6110 1 1 1 1 11114111 9 5) Accurate and Timely Submission of Reports .......................... .......1100.................... 9 C. Records and Audit ....................................................................... ................4.............. a 10 D. Contract Administration Notification .......................................... .........................0..... 11 9. Vendor Responsibilities ........................................................................ ............................... 11 A. Indemnification..,,,,, 10,061, ',Iowa, 00 we 00*64 at *&&&*a ............... off 60.0*. 0.0 11 Be a, lee Taxes /Worker's Compensation /UNEMPLOYMENT INSURANCE ... .....I ............... 12 C. Vendor Certifications"",, I,,*,$ I..** afoot 0 . . . . . . . . . seew**o I I I I I I I I I I I I I I I I I I 1 1.01 ..I#** 13 D. w I I I I I I 1 Ability to Conduct Business in Texas".. 04 900*960 6#116 11111 11 11 11 10 0 0 0 4 a 0 of I off I If feet we a 0 0 0 0 * 14 E. Equal Opportunity CompIiance ................................................... ..6............................ 14 F. Use of Subcontractors.,.,,,,, We 6 .00*9 a 1 0,00 0,00, 161, 61, 1 1 1 1 1 1 I'll**** 40666 be,@* 14 G. *ease Responsibility for Actions ............................ ............................... .....................00.00..... 14 H. Confidentiality ............................................................................. ............................... 14 1. Security of Premises, Equipment, Data and Personnel ................ ............................... 15 J. Background and /or Criminal History Investigation ..................... ............................... 15 K. Limitation of Liability .................................................................. ............................... 15 L. Overcharges... .... 15 ... 0 ............ ... 6 ........... 0000 M. Prohibited Conduct ....................................... ............................... 15 N. ......60.....00................ Required Insurance Coverage ...................................................... ............................... 16 O. Use of State Property ................................................................... ............................... 17 P. Immigration .................................................................................. ............................... 17 10. Contract Enforcement,,,,,,,.,,,*,. often go, 99409 we ............... *go, ............... 1 17 A. Enforcement of Contract and Dispute Resolution ....................... ............................... 17 Be Termination, . I I I I I . I I I I . I I I I I I I I I 1 0 1 . 0 1 1 1 1 11 1 a I 1 0 1 0 1 1 1 . 1 6 . 0 * 0 , 611, off I I I I I I I I I I I I I I I I I I I I . . . . I I 1 00*90*0* 1 7 l ) Termination for Non - Appropriation ...................................... .......4...................0... 17 2) Absolute Right ....................................................................... ............................... 18 3) Tennination for Convenience ................................................ ............................... 18 4) Termination for Cause ........................................................... ............................... 18 a) Contract...",.,.,.,, ................... .................. 11.19.11, ... 00 18 b) Purchase Order ................................................................. ............................... 18 12/15/08 ii Appendix A Standard Terms and Conditions For Product and Related Services Contracts 5) Customer Rights Under Termination ..................................... ............................... 18 6) Vendor or Order Fulfiller Rights Under Termination. 19 C. Force Majeure .............................................................................. ............................... 19 ] 1. Notification ........................................................................................... ............................... 19 A. Notices ......................................................................................... ............................... 19 B. Handling of Written Complaints .................................................. ............................... 19 12. Captions. 9 6 1 10 0 111 & 9 * & 0 0 ... 19 12/15/08 iii Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 16 Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and /or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. 3. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non - profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith -based group, that enters into a financial or non - financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low- income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74. 1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. 12/15/08 Page 1 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts B. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. C. CPA — refers to the Texas Comptroller of Public Accounts D. Day - shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. E. Order Fulfiller - the party, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. F. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). G. State — refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and /or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can weaken a term or condition of the Contract. Pre- printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable Texas and /or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable Texas and /or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more term or condition in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain 12/15/08 Page 2 of 19 S. Appendix A Standard Terms and Conditions For Product and Related Services Contracts valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting parties. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Contract. F. Choice of Law The laws of the State of Texas shall govern the construction and interpretation of the Contract. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State of Texas except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or Texas Department of Information Resources, Product Terms and Conditions A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I TAC Chapter 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product /service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (!Lt!p://www.buy c ce i, le.gpv). Vendors not listed with the "Buy Accessible 12/15/08 Page 3 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http: / /www.section508. ov /. B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 5.13.2 below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR. 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 5.131 6. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor 12/1908 Page 4 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 6.B.1.a above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Section 4 of the Contract. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then - currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract 12/15/08 Page 5 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts which is clearly distinguishable from other, non -DIR Contract offerings at Vendor's website. The website must include: the product and services offered, product and service specifications, Contract pricing, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Go DIRect program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is uniform with the pricing as stated in Section 4 of the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and /or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract, and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when 12/15/08 Page 6 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Upon thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. The meeting will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. 12/15/08 Page 7 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 7. Purchase Orders, Invoices, and Payments A. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller, B. Invoices 1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and /or services purchased under the Contract and any provision of acceptance of such products and /or services shall be made by the Customer to the Order Fulfiller, 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. Payment under the Contract shall not foreclose the right to recover wrongful payments. 8. Contract Administration A. Contract Administrators DIR and the Vendor will each provide a Contract Administrator to support the Contract. Information regarding the Contract Administrators will be posted on the Internet website designated for the Contract. 1) State Contract Administrator DIR shall provide a Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) advising DIR of Vendor's performance under the terms and conditions of the Contract, and iii) periodic verification of product pricing and monthly reports submitted by Vendor. 2) Vendor Contract Administrator Vendor shall provide a dedicated Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then - current Contract Administrator if the assigned Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the State. 12/15/08 Page 8 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous month period. Reports shall be submitted to the DIR Go DIRect E -Mail Box at GoDirect.Sales@dir.state.tx.us, Reports are due on the fifteenth (15th) calendar day after the close of the previous month period. It is the responsibility of Vendor to collect and compile all sales under the Contract from participating Order Fulfillers and submit one (1) monthly report. The monthly report shall include, per transaction: the detailed sales for the period, the Order Fulfiller's company name, if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The administrative fee is specified in Section 5 of the Contract. Payment of the administrative fee shall be due on the fifteenth (15th) calendar day after the close of the previous month period. b) Vendor shall reference the DIR Contract number on any remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or 12/15/08 Page 9 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor and /or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and /or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DIR, the State Auditor's Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and /or copying such books and records. Vendor and /or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and /or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and /or copying Vendor's and /or Order Fulfiller's records. Vendor's and /or Order Fulfillers records, whether paper or electronic, shall 12/15/08 Page 10 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DIR Contract Administrator name and contact information, and ii) DIR Go DIRect E -Mail Box information. 9. Vendor Responsibilities A. Indemnification 1) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES FROM AND AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMER, THE STATE OF TEXAS AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL, FOR NON -STATE AGENCY CUSTOMERS. 2) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES, from any and all third party claims involving infringement of United States patents, copyrights, trade and 12/15/08 Page 11 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT, VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non - infringing. 3) Independent Contractor VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF TEXAS. B. Taxes /Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER, THE CUSTOMER AND /OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER, 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES 12/15/08 Page 12 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY CUSTOMERS. C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order # 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism". published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xii) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; and (xiii) under Section 12/15/08 Page 13 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. D. Ability to Conduct Business in Texas Order Fulfiller shall be an entity authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision - making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. H. Confidentiality 1) Vendor acknowledges that DIR is a government agency subject to the Texas Public Information Act. Vendor also acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re -sell or otherwise distribute or release 12/15/08 Page 14 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Customer information to any party in any manner. I. Security of Premises, Equipment, Data and Personnel Vendor and /or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data ") belonging to the Customer. Vendor and /or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and /or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. J. Background and /or Criminal History Investigation Prior to commencement of any services, background and /or criminal history investigation of the Vendor and /or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and /or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and /or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business 12/15/08 Page 15 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and /or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within Eve (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and /or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A+ financially rated and duly licensed, admitted, and authorized to do business in the State of Texas. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of $500,000 per occurrence for coverage A, B, & C including products /completed operations, where appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30 -day Notice of Termination in favor of DIR and /or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and /or Customer. 2) Workers' Compensation Insurance Workers' Compensation Insurance and Employers' Liability coverage must include 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 $250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and $250,000 per disease per employee. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and /or Customer: 12/15/08 Page 16 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts a) Waiver of Subrogation; b) 30 -day Notice of Termination; and c) Additional Insured. O. Use of State Property Vendor is prohibited from using the Customer's equipment, the Customer's Location, or any other resources of the Customer or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration Vendor shall comply with the requirements of the Immigration Reform and Control Act of 1986 and the Immigration Act of 1990 (8 U.S.C.I 101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after November 6, 1986, who will perform any labor or services under this Contract. 10. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas, 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. B. Termination 1) Termination for Non - Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated by the governing body on behalf of local governments, or by the Texas legislature on behalf of state agencies. In the event of non- appropriation, Vendor and /or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the 12/15/08 Page 17 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts product and discontinue using services under any return provisions that Vendor offers. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section I LA, Notices, of intent to terminate. 3) Termination for Convenience DIR or Vendor may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract. The non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.13.2 above. The non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued with respect to all 12/15/08 Page 18 of 19 Appendix A Standard Terms and Conditions For Product and Related Services Contracts products or services ordered and accepted prior to the effective termination date. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order is terminated or the Contract expires or is terminated for any reason, a Customer shall pay all amounts due for products or services ordered prior to the effective termination date and ultimately accepted. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non - performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 11. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15th Street, Suite 1300 Austin, Texas 78701 (512) 475 -4759, facsimile 12. Captions The captions contained in the Contract and its Appendices are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 12/15/08 Page 19 of 19 AMENDMENT NUMBER 1 TO CONTRACT NUMBER DIR -SDD -980 BETWEEN STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND MCCI, LLC. This Amendment Number 1 to Contract Number DIR -SDD -980 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCI, LLC. ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through May 14, 2011. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to two (2) additional one -year terms. 2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety as follows: B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified below. Legistar by Daystar 3.75% Blue Ridge Contract Assistance 3.75% Laserfiche Document /Records Management 5.03% Legistar by Daystar "Software as a Service" 3.75% Services 335% 3. Contract, Section 4. Pricing, G. Travel Expense Reimbursement is hereby restated in its entirety as follows: G. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all Amendment Number I to Contract DIR -SDD -980 reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre- approved in writing by Customer. 4. Contract, Section 5. DIR Administrative Fee A) is hereby restated in its entirety as follows: A) DIR Administrative Fee The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one and one quarter percent (1.25 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $1,250.00. The effective date of this change will be June 1, 2010. 5. Contract, Section 7. Software License and Service Agreements, A. Shrink/Click- wrap License Agreement is hereby restated in its entirety as follows: A. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink - wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click- wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click -wrap License Agreement language from the software publisher. 6. Contract, Section 8. Intellectual Property Matters, B. Ownership is hereby restated in its entirety as follows: B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Amendment Number I to Contract DIR -SDD -980 Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday thru Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. 7. Contract, Section 8. Intellectual Property Matters, E. Confidentiality is hereby restated in its entirety as follows: E. Confidentiality All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product, shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub- paragraph H. hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. 8. Appendix A, Section 3. Definitions, H. Compliance Check is hereby added in its entirety as follows: H. Compliance Check — an audit of Vendor's compliance with the Contract performed either by a third party auditor or DIR contract management staff. 9. Appendix A, Section 7. Purchase Orders, Invoices, and Payments, C. Payments is hereby restated in its entirety as follows: C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. 10. Appendix A, Section 9. Vendor Responsibilities, H. 1) Confidentiality is hereby restated in its entirety as follows: l) Vendor acknowledges that DIR and government agencies subject to the Texas acknowledges that DIR and Customers that Amendment Number 1 to Contract DIR -SDD -980 Customers that are state agencies are Public Information Act. Vendor also are state agencies will comply with the 3. Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 11. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel is hereby restated in its entirety as follows: I. Security of Premises, Equipment, Data and Personnel Vendor and /or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data ") belonging to the Customer. Vendor and /or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and /or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and /or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. 12. Appendix A, Section 9. Vendor Responsibilities, P. Immigration is hereby restated in its entirety as follows: P. Immigration Vendor shall comply with the requirements of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA "), and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after the effective date of 1996 Act., who will perform any labor or services under this Contract. 13. Appendix A, Section 9. Vendor Responsibilities, Q. Public Disclosure is hereby added in its entirety as follows: Q. Public Disclosure No public disclosures or news releases pertaining to this contract shall be made without prior written approval of DIR. 14. Appendix A, Section 9. Vendor Responsibilities, R. Substitutions is hereby added in its entirety as follows: R. Substitutions Substitutions are not permitted without the written permission of DIR or Customer. 15. Appendix A, Section 10. Contract Enforcement B. Termination, 5) Customer Rights Under Termination is hereby restated in its entirety as follows: 5) Customer Rights Under Termination Amendment Number I to Contract DIR -SDD -980 9 In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 16. Appendix A, Section 10. Contract Enforcement B. Termination, 6) Vendor or Order Fulfiller Rights Under Termination is hereby restated in its entirety as follows: 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. All other terms and conditions of the Contract as amended, not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be Amendment Number I and then the Contract. (Balance of this page intentionally left blank) Amendment Number I to Contract DIR -SDD -980 5 IN WITNESS WHEREOF, the parties hereby execute this Amendment Number 1 to be effective as of the date of last signature, but in all events not later than May 14, 20100 MCCI, LLC. By: Signature on File, Name: Donny Barstow Title: President Date: 5/11/2010 The State of Texas, acting by and through the Department of Information Resources By: Signature on File Name: Cindy Reed Title: Deputy Executive Director Operations & Statewide Technology Sourcing Date: 5113110 Legal: _Initials on File 5113110 Amendment Number I to Contract DIR -SDD -980 r6i AMENDMENT NUMBER 2 TO CONTRACT NUMBER DIR -SDD -980 BETWEEN STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND MCCI, LLC. This Amendment Number 2 to Contract Number DIR -SDD -980 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCI, LLC. ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 3. Product and Service Offerings, B. Services is hereby restated in its entirety as follows: B. Services Services available under this Contract are limited to installation, maintenance, warranty, support services, product training, Legistar by DayStar "Software as a Service ", Laserfiche Software Assurance Plan (LSAP) renewals are not offered. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 13 above. 2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety as follows: B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified below. Legistar by Daystar 3.75% Blue Ridge Contract Assistance 3.75% Laserfiche Document /Records Management 5003% (annual support (LSAP) 1 year must be t)urchased initially with license) Legistar by Daystar "Software as a Service" 3.75% Services 3.75% 3. Contract, Section 9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts is hereby revised to include the following: Amendment Number 2 to Contract DIR -SDD -980 A. All references to DIR Go DIRect are hereby revised and replaced with DIR ICT Cooperative Contracts, 4 Appendix A, Section 9. Vendor Responsibilities, C. Vendor Certifications is hereby restated to include the following: C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xii) Vendor certifies for itself and its subcontractors that it has disclosed or does not employ any current or former employees of the State of Texas and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) Vendor represents and warrants that the provision of goods and Amendment Number 2 to Contract DIR -SDD -980 2 services or other performance under the Contract will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xiv) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; and (xv) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. 5. Appendix A, Section 9. Vendor Responsibilities, G. Responsibility for Actions is hereby restated in its entirety G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Item 18 of Appendix A to the RFO and /or Section 9.C. (xii) and (xiii), Vendor Certifications of this Appendix A to the Contract change and covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and /or the status of conflicts of interest. 6. Appendix A, Section 9. Vendor Responsibilities, R. Product and /or Services Substitutions is renamed and was formerly R. Substitutions. All other terms and conditions of the Contract as amended, not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be Amendment Number 2, then Amendment Number 1 and then the Contract. Amendment Number 2 to Contract DIR -SDD -980 3 IN WITNESS WHEREOF, the parties hereby execute this Amendment Number 2 to be effective as of the date of last signature. MCCI, LLC. By: Signature on File. Name: _Donny Barstow, Title: President Date: 7/7/2010 The State of Texas, acting by and through the Department of Information Resources By: Signature on File Name: Cindy Reed Title: Deputy Executive Director Operations & Statewide Technology Sourcing Date: 7/14/10 Legal: _Initials on File 7/14/10 Amendment Number 2 to Contract DIR -SDD -980 M AMENDMENT NUMBER 3 TO CONTRACT NO. DIR -SDD -980 BETWEEN THE STATE OF TEXAS, DEPARTMENT OF INFORMATION RESOURCES AND MCCI, LLC This Amendment Number 3 to Contract Number DIR -SDD -980 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCI, LLC ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract through May 14, 2013. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to one (1) additional one -year term. 2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety as follows: B. Customer Discount The minimum Customer discount for all products and services will be the percentage off. MSRP as specified below. Customer Discount includes the DIR administrative Fee specified in Section 5 Le istar by Daystar 4.75% Blue Ridge Contract Assistance 4.75% Laserfiche Document/Records Management (annual support .6.03% (LSAP) I near must be purchased initially with license [jejL_i5tarby Daystar "Software as a Service" 4.75% Services 4.75% 3, Contract, Section 5. DIR Administrative Fee, A) is hereby restated in its entirety as follows: A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one -half of one percent (.50 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $500.00. The effective date of this change will be June 1, 20111 Amendment 3 to Contract #DIR -SDD -980 Page t 4. Contract, Section 6. Notification is hereby restated in its entirety as follows: 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dan Contreras, Director ICT Cooperative Contracts Department of Information Resources 300 W. 15t" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475 -4700 Facsimile: (512) 475 -4759 Email: dan.contrerasgdir.texas. ,ov If sent to the vendor: Heather Rosenberg MCCI, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (850) 701 -0734 Facsimile: (850) 701 -0715 Email: HRosenber mccinnov_ations.com 5. Contract, Section 9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts is hereby revised to include the following: A. All references to DIR Go DIRect are hereby revised and replaced with DIR ICT Cooperative Contracts, B. All references to GoDirectSales�a,dir.state.tx.us is hereby revised and replaced with new email ict.sales (a,dintexas. ov. 6. Appendix A, Section 8. Contract Administration, C. Records and Audit 3) is hereby restated in its entirety as follows: 3) Vendor and /or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DIR, the State Auditor's Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and /or copying such books and records. Vendor and /or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and /or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and /or copying Vendor's and /or Order Fulfiller's records. Vendor's and /or Order Fulfillers records, whether paper or electronic, Amendment 3 to Contract #DIR -SDD -980 Page 2 shall be made available during regular office hours. Vendor and /or Order Fulfiller personnel familiar with the Vendor's and /or Order Fulfiller's books and records shall be available to DIR staff and designees as needed. Vendor and /or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) days of receipt. 7. Appendix A, Section 9. Vendor Responsibilities, C. Vendor Certifications is hereby restated in its entirety as follows: C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order # 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for Amendment 3 to Contract #DIR -SDD -980 Page 3 itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) Vendor represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xiv) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xv) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; and (xvi) Vendor certifies that it has complied with the Section 556.0055, Texas. Government Code, restriction on lobbying expenditures.. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. 8. Appendix A, Section 9. Vendor Responsibilities, P. Immigration is hereby restated in its entirety as follows: P. Immigration Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA ") and the Immigration Act of 1990 (8 U.S.C.I 101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after the effective date of the 1996 Act who will perform any labor or services under this Contract. Nothing herein is intended to exclude compliance by Vendor with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. 9. Appendix A, Section 10 Contract Enforcement, B Termination, 1) Termination for Non - Appropriation is hereby restated in its entirety as follows: 1) Termination for Non - Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and /or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding Amendment 3 to Contract #DIR -SDD -980 Page 4 Appendix D to DIR Contract No. DIR -SDD -980 Daystar Service Subscription Agreement By signing this Agreement and forwarding the original hard copy to your Daystar Service Provider, you agree to the following terms and conditions of this Agreement governing your use of Daystar's online Service, as defined in this Agreement. If you do not agree with these terms and conditions, you may decline to execute this agreement, in which case you may not use the Service. As part of the Service, Daystar will provide you with use of the online Service, including an Internet interface and data encryption, transmission, access, and storage. Your registration for or use of the Service shall be deemed to be your agreement to abide by all of the terms of this Agreement including any materials available on the Daystar website incorporated into this agreement by reference, including but not limited to Daystar's privacy and security policies. 1. Definitions The following are the meanings of terms as used in this Agreement and in any Daystar Order Forms now or hereafter associated herewith. "Daystar" means Daystar Computer Systems, Inc., an Illinois corporation, having its principal place of business at 600 West Jackson Blvd., Suite 580, Chicago, IL 60661. "Daystar Service Provider" means the company (either Daystar or a certified Daystar reseller) that is contracting with you to provide the Service and to which you are obligated to pay the appropriate fees for the Service. "Service" means the specific edition of Daystar's online legislative workflow and document management, public access, report and document generation, public calendars, data analysis, constituent contact management, data base replication, and disaster recovery services, or other government data management services identified during the ordering process, which is operated, and maintained by Daystar, accessible via http: / /www.legistar,com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Daystar, to which you are being granted access under this Agreement, and which is more specifically identified in the Daystar Order Form attached to and made a part of this Agreement. "Daystar Technology" means all of Daystar's proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know -how, techniques, designs, and other tangible or intangible technical material or information, made available to you by your Daystar Service Provider. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know -how, program code, the designs of screen forms, databases, functions, and documents, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. "Content" means the data, documents, audio and visual information, software, products, and services contained or made available to you in the course of using the Service. "Agreement" means this Daystar Service Subscription Agreement, any Daystar Order Forms, whether written or submitted online to your Daystar Service Provider, and any materials available on the Daystar website specifically incorporated by reference herein, as such materials, including the terms of this Agreement. "User(s)" means your employees, representatives, elected or appointed officials, consultants, contractors, citizens, agents who are authorized to use the Service and have been supplied user identifications and passwords by you or by Daystar at your request. Note that anonymous public users do not require user identifications or passwords to access the query only portions of the Service. Daystar Computer Systems, Inc. Page 1 January 2009 "System Administrator" means the User(s) designated and authorized by you or the executive authority in your organization to create and manage User accounts and security functions, to contact your Daystar Service Provider for support, and to otherwise administer your use of the Service. "Contract Administrator" means the person designated by the executive authority of your organization to execute this agreement, approve renewals of the Service Term, request and approve additional services, change and /or approve any changed terms of this Agreement, and approves payment of Service Fees. "Customer Data" means any text, data, documents, audio and visual media, information, or other material provided or submitted by your Users to the Service in the course of using the Service. "Effective Date" means the date you begin using the Service. "Service Term(s)" means the period(s), either the initial period or any renewal period during which your Users may use the Service pursuant to the Daystar Order Form(s), and during which you are obligated to pay for the Service in accordance with the billing frequency you selected during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter). "Daystar Order Form" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted in written form, online, or via email, specifying, among other things, contact information, any other requested services, the applicable fees, the billing period, and other charges as agreed to between the parties. 2. Rights and Restrictions Daystar hereby grants you a non - exclusive, non - transferable, worldwide right to use the Service solely for your own internal business purposes and subject to the terms and conditions of this Agreement. This Agreement may not be assigned by you without the prior written approval of Daystar. All rights not expressly granted to you are reserved by Daystar. You may not access the Service if you are a direct competitor of Daystar, except with Daystar's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. You may use the Service only for your internal business purposes and may not use the Service to: a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or material that violates third party privacy rights; c) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or e) attempt to gain unauthorized access to the Service or its related systems or networks. You may not: a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service, Content, Intellectual Property Rights, or Daystar Technology in any way; b) modify or make derivative works based upon the Service, Content, Intellectual Property Rights, or Daystar Technology; C) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet -based device, except as specifically designed by the Service and described in the Service documentation; or Daystar Computer Systems, Inc. Page 2 January 2009 d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Service, or (iii) copy any ideas, features, functions, or graphics of the Service. e) disclose any Daystar Technology, including the source code or object code of any software. 3. Account Information and Data Daystar does not own any of your Customer Data. You, not Daystar, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data. Daystar shall not be responsible or liable for the deletion, destruction, damage, or loss of any Customer Data caused by users of the Service or other reasons beyond the control of Daystar. As part of its continuing development efforts, Daystar may modify, enhance, or create new forms, methods, and functions within or outside of the Service to provide Internet access to those elements of your Customer Data which you have specifically designated as `Publicly Available on the Web ". Modifications or enhancements to functions within the then current scope of the Service will be made available to you at no additional cost during your Service Term. New forms, methods, and functions which are outside the then current scope of the Service may be added to the Service at no cost to you or, at Daystar's sole discretion, may be offered to you at an additional cost. In the event this Agreement is terminated by either party for any reason, Daystar will make available to you a file of the Customer Data within 30 days of termination, if you so request at the time of termination. Upon termination for any reason, your right to access or use Customer Data through the Service immediately ceases, and Daystar shall have no obligation to maintain your data. 4. Your Responsibilities You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You must notify Daystar immediately of any unauthorized use of any password or account or any other known or suspected breach of security. You must notify Daystar immediately and use reasonable efforts to immediately stop any copying or distribution of Content that is known or suspected by you or your Users. 5. Support Services and Updates As part of the Service, you will receive limited training, set up, activation, and other ancillary services as described in the Daystar Order Form or in the contract documentation provided by your Daystar Service Provider. In addition, your Daystar Service Provider will be available to you for normal user support and remote administration assistance via phone or email between the hours of 7:00 AM and 7:00 PM Central Time, Monday through Friday, except for national holidays and Daystar holidays scheduled with prior notice to you. Support will be provided only to your primary contact person (or alternate) as designated by you. 6. Privacy and Security Daystar's privacy and security policies may be viewed at http: / /www.legistar.com, Daystar reserves the right to modify its privacy and security policies in its reasonable discretion from time to time, and will notify you via email at any time such changes are posted. Note that because the Service is a hosted, online application, Daystar occasionally may need to notify all Users of the Service of important announcements or changes regarding the operation of the Service. 7. Intellectual Property Ownership Daystar alone owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Daystar Technology, the Content, and the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you, your Daystar Computer Systems, Inc. Page 3 January 2009 Users, or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Content, the Daystar Technology or the Intellectual Property Rights owned by Daystar. The Daystar name, the Daystar logo, and the product or service names associated with the Service are trademarks of Daystar or third parties, and no right or license is granted to use them. You may not alter or remove any copyright notice, trademark, trade name, service mark, or any other proprietary rights notices that may appear in the Service or Content. 8. Charges and Payment of Fees All fees shall be as set forth in Section 4.13. of DIR Contract No, DIR -SDD -980. Payments shall be in accordance with Section 7.C. of Appendix A of the DIR Contract No. DIR - SDD -980. Payments must be made annually in advance unless otherwise mutually agreed upon in an executed Daystar Order Form to your Daystar Service Provider. You are responsible for paying for all services ordered for the entire Service Term, unless this Agreement is earlier terminated pursuant to Section 19 of this Agreement, whether or not such services are actively used. You must provide an approved purchase order on a Daystar Order Form to your Daystar Service Provider as a condition to signing up for the Service. You may add other services or service modules at any time by submitting an executed Daystar Order Form. Added services will be subject to the following: (1) added services will be coterminous with the preexisting Service Term, either initial term or renewal term; (ii) the fee for the added services will be the then current, generally applicable Service fee prorated for the remaining months of the Service Term; and (iii) services added in the middle of a billing month will be charged starting on the first of the following billing month. 96 Excess Data Storage Fees The maximum disk storage space provided to you at no additional charge is an aggregate of 20 GB for the data base, the attachments to legislative files, and published agendas and minutes on the InSite Calendar. If the amount of disk storage required exceeds these limits, you will be charged the then - current storage fees. Daystar will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Daystar to so notify you shall not affect your responsibility for such additional storage charges. For reference, no Daystar customer, even among those that are the largest cities and /or have been using the software for more than 10 years, has ever used more 15 GB of storage, well below the maximums provided for free within the Service. Daystar reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. In the event that Daystar establishes or modifies its general practices and limits relating to storage of Customer Data, Daystar agrees to provide written notification prior to modifications taking place. 10. Billing and Renewal Your Daystar Service Provider charges and collects in advance for use of the Service. Your Daystar Service Provider will automatically renew your Service with the issue of an invoice to you and receipt of payment from you at least 30 days prior to each Service Term renewal. The renewal charge will be equal to the published service fee in effect during the prior term, unless your Daystar Service Provider has given you at least 60 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as- quoted basis. You agree to provide your Daystar Service Provider with complete and accurate billing and contact information. This information includes your legal government or organization name, street address, email address, and name and telephone number for each of the following: you (the primary contracting authority for your organization), billing contact, system administrator, and primary and alternate support contacts. You agree to update this information within 30 days of any change to it. All amounts paid are nonrefundable, except that if you terminate this Agreement for cause your Daystar Service Provider will refund the unused balance of your prepaid service fees. Daystar Computer Systems, Inc. Page 4 January 2009 Invoicing shall be in accordance with Section 7.8. of Appendix A of the DIR Contract No, DIR -SDD- 980. 110 Non - Payment and Suspension In addition to any other rights granted to your Daystar Service Provider herein, your Daystar Service Provider reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent for more than 60 days past an invoice date. Your Daystar Service Provider reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Daystar has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted If your account is 90 days or more delinquent. 12. Service Term This Agreement commences on the Effective Date. The Initial Term will be as you elect during the subscription ordering process or as otherwise mutually agreed upon in a Daystar Order Form, commencing on the date you agree to pay for the Service or on the start date of the Daystar Order Form, whichever is earlier. At the end of the Initial Term, this Agreement may be renewed by mutual agreement for successive terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at your Daystar Service Provider's then current fees. Your Daystar Service Provider will notify you of any changes in the terms of this Agreement, including changes in fees, at least 60 days prior to your next renewal date. Termination shall be in accordance with Section 18 of this Agreement. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated, other than by reason of your breach, Daystar will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that your Daystar Service Provider has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. 13. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Daystar represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, and that the Service will perform substantially. in accordance with the functional descriptions in the Daystar online help documentation under normal use and circumstances. 14. Disclaimer of Warranties EXCEPT AS SPECIFICALLY PROVIDED HEREIN, DAYSTAR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. DAYSTAR DOES NOT REPRESENT OR WARRANT THAT: A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; B) THE QUALITY OF THE SERVICE OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; C) ERRORS OR DEFECTS WILL BE CORRECTED; OR D) THE SERVICE OR THE INFRASTRUCTURE THAT PROVIDES THE SERVICE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Daystar Computer Systems, Inc. Page 5 January 2009 THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS, EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DAYSTAR. 154 Internet Delays THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DAYSTAR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, 16. Indemnification Daystar shall indemnify and hold you and your elected officials, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees and costs, arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (i) promptly give written notice of the claim to Daystar; (ii) give Daystar sole control of the defense and settlement of the claim (provided that Daystar may not settle or defend any claim unless it unconditionally releases you of all liability), except in the case of Texas State Agency Customers for which the Office of the Attorney General shall coordinate the defense and settlement of claims; (iii) provide to Daystar all information you have about the claim and render reasonable assistance; and (iv) have not compromised or settled such claim. You agree to hold Daystar harmless for any use of the Service and for any liability resulting from the posting, deleting, editing, of or public access to any Customer Data. 17. Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, OR ANY CUSTOMER DATA ENTERED INTO OR RETRIEVED FROM THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND /OR DUE FROM YOU IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 180 Termination Termination shall be in accordance with Section 10.B, of Appendix A of the DIR Contract No. DIR- SDD -980. All amounts paid are nonrefundable, except that if you cancel the subscription because of reproducible and repeated failures substantially impairing your use of the Service over the period of one month, which failures have been reported to Daystar and Daystar has not been able to correct or to provide a reasonable workaround, then Daystar will refund the unused balance of your prepaid service fees. 19. Effect of Termination Upon termination of this Agreement for cause or expiration and non - renewal of a Service Term, your access to the Service granted to you by section 2 of this Agreement shall immediately terminate. You shall pay all amounts you owe to your Daystar Service Provider as of the date of termination of this Agreement or expiration and non - renewal of a Service Term. You shall return all Daystar Technology and Content to Daystar within 30 days of termination of this Agreement or expiration and non - renewal of a Service Term. Daystar Computer Systems, Inc. Page 6 January 2009 20. Survival Notwithstanding any termination of this Agreement or expiration and non - renewal of a Service Term, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond the termination of this Agreement or expiration of a Service Term, shall survive and remain in full force and effect. All provisions pertaining to Content, Intellectual Property Rights, and Daystar Technology shall survive the termination of this Agreement and expiration and non - renewal of a Service Term. 21. Remedies You agree that any breach of section 2 of this Agreement may cause irreparable injury to Daystar. To the extent authorized by Texas law and constitution, you agree that no remedy at law may be adequate to compensate for such a breach and, in recognition thereof, agree that Daystar shall be entitled to seek injunctive relief without posting a bond or other security against any such breach or threatened breach. 22. Additional Rights Certain states and /or jurisdictions do liability for incidental, consequential, above may not apply to you. not allow the exclusion of implied warranties or limitation of or certain other types of damages, so the exclusions set forth 23. Notice Notices shall be in accordance with Section 11.A. of Appendix A of the DIR Contract No, DIR -SDD- 980. 24. General a) Daystar reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service or to change the fees associated with the Service with notice to you no later than 60 days prior to your Term Renewal Date. b) This Agreement shall be governed by the laws of the State of Texas, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the jurisdiction of the state courts located in Travis County, Texas. Nothing herein shall be construed to waive the sovereign immunity of the State of Texas. C) No text or information set forth on any other purchase order, preprinted form, or document, other than an Order Form if applicable, shall add to or vary the terms and conditions of this Agreement. d) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. e) No joint venture, partnership, employment, or agency relationship exists between you and Daystar as a result of this agreement or your use of the Service. f) The failure of Daystar to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Daystar in writing. g) Each Daystar Order Form executed by your Contract Administrator is incorporated into and to becomes a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Daystar Order Form, the terms of this Agreement shall prevail. h) This Agreement, together with any applicable Daystar Order Form(s), and DIR Contract No. DIR -SDD -980 comprise the entire agreement between you and Daystar and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the Daystar Computer Systems, Inc. Page 7 January 2009 parties regarding the subject matter of this Agreement. In the event of a conflict between this Agreement and the DIR Contract No. DIR -SDD -980, the DIR Contract controls. Agreement by Customer Organization Name: Organization Address: Primary Contact Email: Authorizing Name: Signature: Phone: Title: Date: Daystar Computer Systems, Inc. Page 8 January 2009 Appendix C to DIR Contract No. DIR -SDD -980 Daystar Software License This Software License is granted by Daystar Computer Systems, Inc., an Illinois corporation (Daystar), with its principal place of business at 600 West Jackson Boulevard, Chicago, IL 60661, to the Licensee identified here as: 71MiM Address: Contact: Phone: Software: LegistarO V5.0 with Legistar InSiteTM License #: 1. License Subject to Licensee's acceptance of and agreement with all of the terms and conditions hereof, Daystar hereby grants a perpetual, nonexclusive, and non - transferable license (License) to use the Daystar's software application (Software), as described below. Licensee is permitted one installation of the server data base portion of the Software. The License also permits an unlimited number of concurrent client workstation or Internet connections to the Software, although Licensee's use may be further governed by the performance or license limitations from third party providers of components of its network, data base, and hardware environment. 2. Permitted Use The Software or portions thereof shall be used by Licensee only on Licensee's own computer equipment and only for the processing of Licensee's own business. Licensee shall not use the Software in the operation of a service bureau or in any other manner that would permit or allow the use of the Software, or any portion thereof, in connection with transactions in which Licensee is not involved. Licensee shall under no circumstances sublicense or otherwise transfer the License to any other entity. Until Licensee's Final Acceptance of the Software, Licensee may not publish any of the output of the Software either in print or on the Internet nor to allow access to the Software by the general public. Licensee shall at all times limit the use of the Software to its employees and authorized contractors who have been appropriately trained. Daystar shall make training for the Software available to Licensee pursuant to Daystar's standard training procedures. The Software is being provided to Licensee in executable object code form only. Licensee may not modify, translate, de- compile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software, nor adapt the Software in any way to create a derivative work 3. Copies The License includes the right to make two security backup copies of the Software provided that (a) reasonable security precautions are taken to prevent the unauthorized copying or disclosure of the Software or any part thereof, and (b) that at all times Daystar's ownership of the Software is disclosed by prominent display of Daystar proprietary and copyright notices. 4. Software Ownership Daystar represents that it is the owner of the Software and that it has the right to modify and to grant the License for use of the Software. All modifications, changes, enhancements, conversions, upgrades, or additions made to the Software and all related documentation, whether made by Daystar, Licensee, or a third party, under this or any other agreement, are and shall be the sole and exclusive property of Daystar, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent therein, which shall be considered a part of the Software, and shall be included in the license hereby granted to the Licensee. 5. Confidentiality To the extent consistent with the Texas Public Information Act, Licensee may not sell, transfer, publish, disclose, display, or otherwise make available to others any source code, object code, documentation, or other material relating to the Software. Licensee shall assist Daystar in identifying and preventing any unauthorized use or disclosure of the source code or object code of the Software or of any portion of the Software, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Licensee shall advise Daystar in the event that Licensee learns or has reason to believe that any person who has had access to the Software, or any portion thereof, has violated or intends to violate the terms of this License. All of the undertakings and obligations relating to confidentiality and non - disclosure, whether contained in this paragraph or elsewhere in this License, and whether of Daystar or of the Licensee, shall survive the termination of this License for any reason. Nothing in this paragraph shall prevent the operation of any law requiring that contracts with the Licensee are public information. 6. Software Acceptance Licensee shall have thirty (30) days after installation of the Software by Daystar to perform acceptance testing of the Software. Licensee's acceptance (Acceptance) of the Software shall occur at the earliest of the following: (a) the provision of written notice to Daystar of Licensee's acceptance; (b) Licensee's operational use of the Software to publicly distribute in paper form or post on the Internet documents generated from the Software; or (c) on the expiration of the thirty (30) day performance and testing period measured from the installation date unless Licensee provides Daystar with written notice of any unacceptable defects or deficiencies in the Software, which defects shall be limited to the failure of the Software to substantially conform to published specifications including authorized customization specifications. Upon receipt of such written description of defects from Licensee, Daystar shall proceed immediately to remedy the same, in which case, acceptance shall occur upon satisfactory correction of stated defects or deficiencies. 7. Limited Warranty Daystar represents to Licensee that during the first twelve (12) months after installation, the Software shall function in conformity with the Software User Manual provided at the time of installation. Daystar further represents that upon written notification to Daystar within the warranty period of any material failure of the Software to function in conformity to said specifications, Daystar will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such errors which are reproducible and verifiable by Daystar, excluding any errors caused by uses of the Software which were not in accordance with the User Manual. In the event that the Software is found to be defective in such respect, and that notice with respect to such defect has been given as provided above, Daystar's sole obligation under this warranty is to remedy such defect within a reasonable time. This warranty specifically applies only to the standard Software application and does not include any customizations to the Software, whether performed by Daystar, by Licensee, or by any third party. Licensee agrees that Daystar shall be sole judge of whether or not any reported defect is attributable to the standard Software or to customizations made to the Software. THE WARRANTY STATED ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY DAYSTAR. DAYSTAR DOES NOT MAKE AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DAYSTAR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM AGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES PAID BY LICENSEE FOR THIS LICENSE REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS LICENSE. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF DAYSTAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE. IN ANY EVENT, THE TOTAL LIABILITY OF DAYSTAR TO LICENSEE FOR DIRECT DAMAGES SHALL BE NO GREATER THAN THE FEES PAID BY LICENSEE FOR THIS LICENSE. The express warranty contained herein, but not the exclusion, and waivers of warranties contained herein, shall terminate and become null and void if any modifications are made to the Software without Daystar's written authorization. 8. Indemnification Daystar will at its own expense defend any action brought against Licensee to the extent that such action is based on a claim that any aspect of the Software used within the scope of this License infringes any patents, copyrights, licenses, or trade secrets, provided that Daystar is immediately notified in writing of 2 any such claim, and provided further except as provided in the last clause in this paragraph, that Daystar shall have the exclusive right to control such defense, and further provided that Licensee does not negotiate or settle any such claim, lawsuit, or proceeding without Daystar's prior written approval, however, except in the case of Texas State Agency Customers, provided Daystar agrees the Office of the Attorney General will coordinate the defense and settlement of such State Agency Customers. If, as a result of any such claim, litigation, or threat thereof, Daystar or Licensee is permanently enjoined from using the Software by a final, non - appealable decree, or if Daystar believes that the Software is likely to become the subject .of a claim of infringement, Daystar at its sole option and expense may procure for Licensee the right to continue to use the Software, or at its sole option and expense, may replace or modify the Software so as to settle such claim, litigation or the threat thereof. If such settlement or such modifications of the Software is not reasonably practical, after giving due consideration to all factors including financial expense, Daystar may discontinue and terminate the License upon written notice to Licensee and shall refund to Licensee the unamortized portion of the license fees payable hereunder based upon a five (5) year straight - line depreciation, such depreciation to commence on the date hereof. The foregoing states the entire liability of Daystar with respect to infringement of any copyrights, patents, or trade secrets by the Software or any parts thereof, and Licensee hereby expressly waives any other such liabilities. 9. Termination Termination shall be in accordance with Section 10.13. of Appendix A of the DIR Contract No. DIR -SDD -980. The termination of this License shall automatically terminate all of Licensee's rights to use the Software including the data base and data held therein. In the event of the termination hereof, Daystar shall have the right to the return of the Software, and all copies thereof wherever located, and all documentation thereto, without notice or demand. Upon any termination, Licensee shall immediately cease all use of the Software. Within five (5) days after the termination of the license granted hereunder, Licensee shall return to Daystar the Software, or upon request by daystar and as allowed by applicable records retention laws and policies, destroy the Software and all copies thereof and certify in writing that the same have been destroyed. Notwithstanding the foregoing, all provisions hereof relating to confidentiality of the Software shall survive the termination of this License. 10. General (a) The headings used in this License are for convenience only and are not intended to be used as an aid to interpretation. (b) Daystar shall not be liable to the other for any loss, delay, or failure to perform due to causes beyond its reasonable control. (c) If any provision of this License is held to be invalid or unenforceable, such decision shall not affect the validity of enforceability of the License or any of the remaining provisions. Failure by either party to exercise any right or remedy under this License does not signify acceptance of the event giving rise to such right or remedy. (d) This License may not be modified except in writing subscribed to by both parties. (e) Assignment shall be in accordance with Section 4.D. of Appendix A of the Dir Contract No. DIR -SDD -980. (f) The location and venue for any litigation concerning this contract shall be an appropriate state court located in Travis County, Texas. Disputes involving this License, except actions arising under the patent, trademark, or copyright provisions of the U.S. Code, shall be determined by the laws of the State of Texas. Nothing herein shall be construed to waive the sovereign immunity of the State of Texas. (g) DIR Contract No. DIR -SDD -980 and this License constitute the entire agreement between the parties. In the event of a conflict between DIR Contract No. DIR -SDD- 980 and this License, the DIR Contract will control. 3 MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami -Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI -DADE: Before the undersigned authority personally appeared MARIA MESA, who on oath says that he or she is the LEGAL CLERK, Legal Notices of the Miami Daily Business Review f /k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami -Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI PUBLIC HEARING - APRIL 17, 2012 in the XXXX Court, was published in said newspaper in the issues of 04/06/2012 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami -Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami -Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, comm n or refund for the purpose of securing this isement for ublication in the said before me this 06 day of APRIL , A.D. 2012 (SEAL) MARIA MESA personally known to me O`PPV PVN' Notary Public State of Florida = Choryl H. Marmer vov'e � My Commission DD793490 �rf Or V� &- Expires 07/18/2012 0 J Q o: W Z Q_ W x r E 0 v z IO Pi LLl Cd a. Q a z to W M O M 7 P O F W f J a • rr+i 7 O CV rat 0 W tc ct FINIIIIIIIIIIIIII rwmmm� 6 a C_ o � @ = Y 6 to o� O. N 0 a@ 0 O C �t c to tO- CO O O C .+ lV YE N �a Q C tD U) r mo Y m Y a to oa S N O 0 0 Q 0 LA C N Y C, `7 y, T_N O C Q O z {' 3� Z 'O I ILI Y S O aLL+ N a C O x u c d L 0 U m Y O c °O0� v � c 'c+Ta O p) C Y to 0 O_Y N % N o m a Q O N J ~ N IJOO Z'C @ m O )- IL to 0 v a; N a 0O a A N ° H H Y bO V V H N C) y�0 q > O . O Oy��3 1 F ro a w°uawo o' PI ,,VIraD 'jd ��,O ..+ Y f ' II .pq u •'a{� J i H r yN p°� p 1 Y °' i{I]V ,.� . •.o I Li• 7 ' �H p - I vY Qd l I d U �N . N ' u b v .:`H �' i '^ P1 'u q N I >ro . „H � `� b � D+ N I N �y CC G x uai cN I� 0) -„w m ^ • ' 1� gi3 •.yN a � O nry s N y 6U .N � .�1 . d 0 �wd cy7N q' 1v O .- •a xq N O N p I cd O Y „q .• 0. �•�a .; , ,N G Imoy . w YN " I d •N CU td yI ,'p [y J .�b� tlPy ya °n N q ,N d q W ° •7 •R N fV 1 Q •d P 0 ro W nQ ° ;; o ro =: o ° P• •x�. a a N o AU d , pp a � OU� w a y W u RI O UJ ,0 00 ° > ) N .% G ra ��'O N ° td O O O U M[V ,d .0 7+ N 0 H .� i N O • 00 t dP S N a O a P. O ° U O O ) .L bo N N N .O a tC 0N 3 w nd 4 ro 7 t8 u w y U �'( j aN ••J W O 00 0 p. .D •c o ° 0 4 M� a�A W ° O N �a H 7 ,0 N .0 P4 o O yo a, a � u . qa q Q a yy O N � t . O C Od O P 0 H 1 •O v y 0) (0 Y L of O N a 0 0 al a O p N v 0 a y ? � b a ° .d E v N a) O O u 'L to A N U 0 a 0 .d O°O N u N � q oo o 000 ) y O v 01 O �d� p o�° � V) u b N pq a m ^ N O 0 A° W N o O A Pw 5 O .a N.=a Fl G7 •�.•+ N ++ aw�3oy AN m70 x.,o N 3� OA N b m ro a PIA a.:A q Y 0 u N Y Y4 O y7 y U 5cl b Y m O D 9 0 1 .0 Of0 �.q >OT 11 ud 00 It 0) C. ro U 'n W 1, N V ? w O V N ,ti 00 m m O ro ob an d ° 3 > 3 . A a a ONYHd NOS 0.5 N aN W p H p tl p „ q A7 0t0\ % C) A N PI 0 0 y0 G .a D. O .d N ^y P. w pouf A 1� ti b a) .d y fC N fO q 3 O -ya•. .a u yt�i' '� O w a) 9 IWy 3 t❑ H� F x 0 u V P3 r' 0) •� •0➢ F V w0 V r°. N R •u1 v) 3 b W �VI In N & G N z � O z ap z q •a O b Y 3 •3 N N N m •� o y Cd 3” 3 �x v OH a PI' ° a N 4 O w P ro Y U a O u 1� 0 v A o q y b °u 6 y q O d v y °d o ob❑❑•° d av vu,AF ra o v w N ro V .q i••'I w ..V. �yoo Q H G N V td Od 0 3�U O N W pq ro a m mkt U ti N n Tt 'aa 0'c o„L� --, m r) U ai0 )i'o IL =0 N m m ro E Om 0 E c �L' 'mW O (E O O v m o � 0oN VyyNN 'w0n°. « um � C? 0— E O N O &u 8 7 m U OG m cc mM j v 3� aim LU n � U � E 75 O m >m � a -2 rD EvNm � . , act aaav °- ° m 2°�3 a O U N m yo a m 0 ami m E E Oct O i rS 3 U m w L .'^�•. (L� Z c E ro c > ._ o c w a- ro -mry co U m v 3 m •G jj N Nm 0 E m 3 u; i\ O // N m cc a n rn � E d w O .N C m L N c E P :n W EE m S u D �em uE m om > u V 0 O = U X p .L .O �O n o U '�0 9 ^ dn c 'H rn v Q 0 ro rn z m V «U m mm� amain aci v a3i c:g m ct 00 0 moo $Um`OV ro8°�' EQ m E m¢2'Fm a N 00 n N E o m ro y m m O o ob m c cc g f ji p g `9Y1 " d c — �' • m p v N 0m t«E m . 2-0 OlO, L r w C N N J y V C . O 0 O E > t E u 'f « Q r QNro E W Q Q IL ' c L v t O MOO, v N ;� c c Z a .0 ,2 N 0O A ° H H bO V H C) q > T O �egiEa ro a o' PI ,a i+ •U N ,,VIraD 'jd ��,O ..+ Y f ' II .pq u •'a{� J i H r yN p°� p 1 Y °' i{I]V ,.� . •.o I Li• 7 ' �H p - I vY Qd l I d U �N . N ' u b v .:`H �' i '^ P1 'u q N I >ro . „H � `� b � D+ N I N �y CC G x uai cN I� 0) -„w m ^ • ' 1� gi3 •.yN a � O nry s N y 6U .N � .�1 . d 0 �wd cy7N q' 1v O .- •a xq N O N p I cd O Y „q .• 0. �•�a .; , ,N G Imoy . w YN " I d •N CU td yI ,'p [y J .�b� tlPy ya °n N q ,N d q W ° •7 •R N fV 1 Q •d P 0 ro W nQ ° ;; o ro =: o ° P• •x�. a a N o AU d , pp a � OU� w a y W u RI O UJ ,0 00 ° > ) N .% G ra ��'O N ° td O O O U M[V ,d .0 7+ N 0 H .� i N O • 00 t dP S N a O a P. O ° U O O ) .L bo N N N .O a tC 0N 3 w nd 4 ro 7 t8 u w y U �'( j aN ••J W O 00 0 p. .D •c o ° 0 4 M� a�A W ° O N �a H 7 ,0 N .0 P4 o O yo a, a � u . qa q Q a yy O N � t . O C Od O P 0 H 1 •O v y 0) (0 Y L of O N a 0 0 al a O p N v 0 a y ? � b a ° .d E v N a) O O u 'L to A N U 0 a 0 .d O°O N u N � q oo o 000 ) y O v 01 O �d� p o�° � V) u b N pq a m ^ N O 0 A° W N o O A Pw 5 O .a N.=a Fl G7 •�.•+ N ++ aw�3oy AN m70 x.,o N 3� OA N b m ro a PIA a.:A q Y 0 u N Y Y4 O y7 y U 5cl b Y m O D 9 0 1 .0 Of0 �.q >OT 11 ud 00 It 0) C. ro U 'n W 1, N V ? w O V N ,ti 00 m m O ro ob an d ° 3 > 3 . A a a ONYHd NOS 0.5 N aN W p H p tl p „ q A7 0t0\ % C) A N PI 0 0 y0 G .a D. O .d N ^y P. w pouf A 1� ti b a) .d y fC N fO q 3 O -ya•. .a u yt�i' '� O w a) 9 IWy 3 t❑ H� F x 0 u V P3 r' 0) •� •0➢ F V w0 V r°. N R •u1 v) 3 b W �VI In N & G N z � O z ap z q •a O b Y 3 •3 N N N m •� o y Cd 3” 3 �x v OH a PI' ° a N 4 O w P ro Y U a O u 1� 0 v A o q y b °u 6 y q O d v y °d o ob❑❑•° d av vu,AF ra o v w N ro V .q i••'I w ..V. �yoo Q H G N V td Od 0 3�U O N W pq ro a m mkt U ti N n Tt 'aa 0'c o„L� --, m r) U ai0 )i'o IL =0 N m m ro E Om 0 E c �L' 'mW O (E O O v m o � 0oN VyyNN 'w0n°. « um � C? 0— E O N O &u 8 7 m U OG m cc mM j v 3� aim LU n � U � E 75 O m >m � a -2 rD EvNm � . , act aaav °- ° m 2°�3 a O U N m yo a m 0 ami m E E Oct O i rS 3 U m w L .'^�•. (L� Z c E ro c > ._ o c w a- ro -mry co U m v 3 m •G jj N Nm 0 E m 3 u; i\ O // N m cc a n rn � E d w O .N C m L N c E P :n W EE m S u D �em uE m om > u V 0 O = U X p .L .O �O n o U '�0 9 ^ dn c 'H rn v Q 0 ro rn z m V «U m mm� amain aci v a3i c:g m ct 00 0 moo $Um`OV ro8°�' EQ m E m¢2'Fm a N 00 n N E o m ro y m m O o ob m c cc g f ji p g `9Y1 " d c — �' • m p v N 0m t«E m . 2-0 OlO, L r w C N N J y V C . O 0 O E > t E u 'f « Q r QNro E W Q Q IL ' c L v t O MOO, v N ;� c c Z a .0 ,2