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RESOLUTION NO. 2004-232
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
PURCHASE OF A LASERFICHE DOCUMENT IMAGING SYSTEM FOR THE
CITY CLERK'S OFFICE.
BE IT RESOLVED:
SECTION 1: The Mayor and Common Council of the City of San Bernardino
Hereby authorize the Mayor of San Bernardino or her designee to execute a "LaserFiche
Software and Hardware Agreement" between the City and Imagine Systems, Inc., for a
LaserFiche document imaging system for the City Clerk's Office.
SECTION 2: The Mayor and Common Council authorize the Purchasing Manager
to issue a purchase order for $124,159.13 to Imagine Systems, Inc. of San Bernardino,
California for the purchase and implementation of a LaserFiche document imaging system
for the City Clerk's Office, The Purchase Order shall reference the number of this
resolution and shall incorporate the terms and conditions of the proposal, which is on file in
the City Clerk's Office. The Purchase Order shall read, "LaserFiche Document Imaging
System for the City Clerk's Office. Not to exceed $124,159.13."
SECTION 3: The authorization to execute the above referenced agreement order is
rescinded if it is not issued within ninety (90) days of the passage of this resolution.
2004-232
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
PURCHASE OF A LASERFICHE DOCUMENT IMAGING SYSTEM FOR THE
CITY CLERK'S OFFICE.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a j t. reg. meeting thereof, held
on the 19 th day of July. 2004, by the following vote, to wit:
Council Members Ayes Nays
ESTRADA x _
LONGVILLE x
McGINNIS x _
DERRY x
KELLEY x
JOHNSON x
MCCAMMACK x _
Abstain Absent
. CQ
Rac el G. Clark, City Clerk
The foregoing resolution is hereby approved this day of July , 2004
Esther Estrada, Mayor Pro Tern
City of San Bemardino
Approved as to form and legal content:
James,. Penman, City Attorney
fflWVF/7111W1WM
x
2004-232
PROPOSALFOR
A
ocument Ima is System
June 28, 2004
Prepared E for the
City of S�nardino
330
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contains proprietary and confidential i
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ardino, except as required by lav
, Inc.
Ste. 125
OF
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""This Endre Proposal Shall Also
Serve as Exhibit '1" To The Attached
LaserFiche Software and Hardware Agreement
should not be disclosed
.uation of proposals for
2004-232
@ne■
,gin
Inc.
330 North D Street Suite 125 San Bernardino CA 92401 Tel: (909) 889-5060 Fax: (909) 889-0605
June 28, 2004
City of San Bernardino
Attn: Shabib
IS Department
300 North D Street, 4`h Floor
San Bernardino, CA 92418-0001
Dear Shabib:
The attached information is submitted in response to your request for pricing for a Document Imaging
System for the City of San Bernardino (the City). Imagine Systems, Inc., is an authorized reseller of
LaserFiche software, manufactured by Compulink Management Systems, Inc. (CompuLink). We are
confident that after your review, you will find LaserFiche and our other recommendations well suited
to meet all your stated needs for a the City's imaging system.
As per the Information Request, we have organized this response into following sections
1. Executive Summary
2. Suggested Solution
3. Suggested Pricing
4. Support & Training
Imagine Systems is a computer systems integrator, as well as a respected consultant; we feel well
qualified approaching this task. In addition, Imagine Systems has over a fifteen -year track record of
successful software and hardware installations.
We would be pleased to discuss any aspects of this proposal with you. Choosing LaserFiche for the
City of San Bernardino will meet your objectives of incorporating a document imaging system with
your working environment. We, at Imagine Systems, look forward to working with you on this
http://www.imaginesystems.net
2004-232
Imaging System Proposal
Contents
Contents.................................................................................................................................... 1
Executive Summary
Proposed Solution
CostSummary ........................................................................................................................ 15
ProductDevelopment.............................................................................................................18
ProfessionalServices............................................................................................................. 22
Appendix................................................................................................................................. 32
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Imaging System Proposal
Executive Summary
The City of San Bernardino is seeking a Document Imaging System. The desired system will
use state-of-the-art document imaging technology to provide easy storage and retrieval of
various kinds of City reports and records. The City plans to take advantage of technological
improvements and falling computer hardware prices to store these documents electronically
in a cost effective and efficient system.
The proposed system will provide fast on-line access and retrieval for imaged documents and
reports to City staff via the City's existing LAN. Users of the system will be able to perform
searches, retrievals, viewing, printing, etc. from either their PCs, accessing information
quickly. In addition, future information requests from other departments and the public can
be fulfilled expeditiously, thus improving customer service and workflow.
The City desires a complete solution that will be accessed by multiple users, with the
capability to expand later. City staff will begin scanning paper -based documents and will
make the necessary arrangements to provide backfile conversion of paper documents. The
City reserves the right to use existing hardware or purchase hardware and scanning bureau
services independently of this proposal.
We, at Imagine Systems, are aware of the City's requirements and expectations, and are
offering the following proposal. We are capable of providing a complete solution that is
fully compatible with the City's existing network environment in both hardware and
software.
The combination of the software and hardware configuration that we are proposing should
more than adequately meet all of the City's imaging needs. The LaserFiche imaging
software is completely scaleable and additional users can be added by simply purchasing
additional licenses and workstations, if necessary. We have chosen to remain conservative
with our estimates of storage needs and expenditures to facilitate taking advantage of rapidly
falling hardware prices and increases in technology.
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Proposed Solution
LaserFiche - The Imaging/Document Management System
The following section presents a brief overview of LaserFiche, the award -winning document
imaging package that forms the basis of the electronic document management system. We
take great pride in our many awards and our national media acclaim. LaserFiche was
selected Product of the Year by LAN Magazine as the best Document Imaging Package. It
has also won many other prestigious awards and favorable press reviews.
LaserFiche Document Imaging & Management Platform
The LaserFiche document imaging and management platform delivers high -volume
information capture, retrieval and distribution across the enterprise. LaserFiche reduces or
eliminates misfiling, time lost spent searching for documents and costly paper reproduction
and distribution methods that impede information access within and among departments.
LaserFiche is a flexible document management platform that adapts to meet diverse multi -
departmental needs and allows users to maintain established, preferred procedures.
• Intelligent search provides instant document retrieval
• Reduce labor and clerical mistakes with automated OCR and indexing
• Comprehensive security protects digital archives from unauthorized
access
• Manage entire document repositories from workstations
• Scan paper and import electronic files into secure digital archives of
unalterable documents
• Emulate paper filing structures with customizable folders and index
fields
• Index electronic and image -only documents with user -defined indexes
• Digital archiving provides long-term document preservation
• Synchronize service bureau output and manage retention schedules with
portable volumes
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Technical Administration
LaserFiche offers state-of-the-art n-tier architecture plus support for multiple servers and
databases, allowing administrators to configure separate databases for individual departments
while maintaining a controlled, centralized information repository. Databases can reside in
separate physical locations and can be protected with individualized security measures. Open
architecture promotes integration with existing and future technologies.
Intuitive User Interface
Description. LaserFiche's user interface was designed to blend two important themes:
simplicity and familiarity. The system was designed to keep things as simple as possible.
All the user has to know to run the system is the Browser window, the Document Window,
and the dialog boxes. There are no confusing, multiple modes to recognize and master.
Moreover, all the commonly used functions are executed with the click of the mouse on
toolbar icons. Less commonly used functions are activated via standard Windows pull -down
menus. The user interface was also designed to capitalize on the user's existing knowledge
as much as possible. The Browser window has the look and feel of Windows File Manager.
All dialog boxes have been designed with strict adherence to Microsoft standards, rendering
their use familiar to anyone who has used other Windows applications. Document index
cards look like paper file cards, and folder systems can emulate any existing paper or
microfilm filing structure.
Benefits. The main one is a short learning curve. With the help of a good teacher,
experienced Windows users can learn to use LaserFiche in 20 minutes. Even people
unfamiliar with Windows applications can learn it within two days.
High Capacity
Description. Up to 100 million objects (image or text pages) can be stored on a single
LaserFiche database, i.e., you can store 100 million pages of text, 100 million images or 50
million pages of images with corresponding pages of OCR -generated text. Even this limit is
imposed not by LaserFiche itself, but by the Btrieve database. As the Btrieve limit expands,
or as LaserFiche becomes compatible with other databases, this limit will increase up to two
billion pages. Moreover, all these limitations are for a single database only. With two
servers, you can effectively double this capacity, or with three, triple it. Furthermore, the
database can span multiple physical drives or volumes, so disk space should not be a long-
term problem. A single document can contain up to 32,000 pages.
Benefits. The high capacity limit of the system insures future growth potential. By the time
the current maximum limit of 50 million pages is exceeded, the available software will have
the ability to exceed that limit by another 50 million pages. In the interim, adding an
additional server can attain additional document capacity.
Data Security
Description. LaserFiche has a complete data security system. LaserFiche's security has two
kinds of rights: feature rights and object rights. Feature rights control your access to the
system as a whole. Object rights govern your access to an "object," i.e., a folder or
document. If the object is a folder, rights to any folder or document within that folder are
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passed on or "inherited" from the original "parent" folder. The system has supervisors,
users, and user groups. Supervisors all have unrestricted rights. Users belonging to a group
inherit all the rights and restrictions of the group. If exceptions are needed, however, system
administrator can reassign rights and restrictions given by inheritance.
Benefits. The system administrator can specify exactly what each user can do with each
document. However, by using the inheritance of rights, he can greatly simplify the process
of assigning rights and restrictions.
Both Batch and Individual Document Scanning Supported
Description. With LaserFiche you can either scan documents individually, cataloging them
at scan time, or in batches, cataloging them later.
Benefits. When a large number of documents must be input over a short period, it is often
more efficient to have one -person scan and another catalog the documents. The scanner
operator in this case can be an entry-level or temporary employee, or else an outside service
bureau, who need not know anything about the content or purpose of the documents. All he
or she needs to know is how to get straight clear images on the scanner. Pages are rapidly
scanned in sequence, and another individual, who knows more about the documents'
meaning and content, assigns pages to documents, names them, and codes them at a later
time. On the other hand, if only a single or few documents need to be input, it is easier to
catalog documents at scan time. With LaserFiche, you can choose either method, giving you
the best of both worlds.
Import and Export Image and Text Files as well as LaserFiche Documents
Description. LaserFiche can import or export text files or raster image files in a variety of
popular formats, including PCX, BMP, JPEG, and TIFF Group IV, III, LZW, and
uncompressed formats. LaserFiche also provides for transferring documents from one
LaserFiche system to another by means of "briefcase" files. Briefcase files contain the
images, text, index fields, and folder structure of a folder of LaserFiche documents, which
can be read into another LaserFiche system.
Benefits. Importing fax files, graphics, or images created in another document imaging
system require no re -scanning. Text files, including those created by word processors and
COLD applications, can easily be imported into LaserFiche. Likewise, it is easy to transfer
documents from one LaserFiche system to another.
"Auto -filing" Indexes Documents by Every Word in their Content
Description. If scanned images contain clearly laser printed or typewritten text, they can be
indexed by every word in their content. LaserFiche's ExperVision optical character
recognition (OCR) module will create searchable ASCII text from the scanned images. Then
each word in this text is placed in a master word list with full -text indexing or "auto -filing."
Benefits. It is not necessary to manually code documents that have clearly printed text,
saving hours of data entry time.
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Indexing by Traditional Index Fields
Description. In addition to full text indexing, LaserFiche allows up to 250 sets of index
fields (called Document Templates), each of which can have up to 30 index fields. It
supports the ASCII (up to 254 characters), true date, integer, and short integer data types.
Benefits. You can retrieve a variety of documents that cannot be OCRed, or you can restrict
the scope of a text search to a limited set of documents.
Hierarchical Folder Browser
Description. LaserFiche has a hierarchical document folder browser that emulates Windows
File Manager's look -and -feel, and supports folders nested up to 650 levels deep, with up to
32,000 folders and/or documents in a folder. Folder and document names can have up to 31
characters, including letters, digits, spaces and punctuation marks.
Benefits. You can emulate the structure any existing paper or microfilm filing system,
thereby shortening the learning curve.
Document Retrieval
Description. LaserFiche has best text search and text/image integrated search capability
available on the market today at any price, capable of searching through millions of
documents in only seconds. It supports both full -text and traditional field searches, which
can be used either in combination or separately. You can also use any of the UNIX
"wildcard" characters wildcards *, ?, and [ ]. The Boolean operators AND, OR, and NOT
are all supported, as is a text proximity search. Search results can be either printed or saved
in a folder. Finally, the folder browser can also be used to retrieve documents as well.
Benefits. "Retrieve any document, by any word, any time." One way or another, you can
retrieve virtually any document you want in a multi -million -page document database in a few
seconds. With LaserFiche, no document is ever lost or misfiled.
LaserFiche Agenda Management/Workflow Suite - The Complete
Solution for Enterprise Planning (Potential Future Acquisition)
The following section presents a brief overview of LaserFiche Agenda
Management/Workflow Suite, a great addition to the LaserFiche award -winning family of
document imaging solutions and a potential future component of the suggested
imaging/document management system.
ODBC Simplicity for Database Management
Description. The LaserFiche Workflow Suite provides an efficient link between the
LaserFiche core database and the structured requirements of any dynamic workflow model.
LaserFiche provides a group of user-friendly tools and utilities designed to access document
data information and manipulate it independently of other external LaserFiche functions.
LaserFiche uses the power and simplicity of ODBC to link the LaserFiche database with both
third party external database utilities and customized applications to create a fully functional
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workflow environment. Using database connectivity allows LaserFiche to create process
definitions for document routing and organizational control.
Benefits. You can modify existing database utilities, or create custom routines to reform
data mining, reporting or and other functions within the LaserFiche database. The only
programming language necessary to administer the system would be the SQL and ODBC.
Additional security can also be derived through existing database protocols.
Enterprise Solution Analysis
Description. Compulink Professional Services will work directly with City staff and MIS
personnel to outline and create a workable model of the current working environment. The
model would include areas for process definition, parallel routing, sequential routing and
process monitoring. The result of the analysis is the formation of a comprehensive workflow
process that includes e-mail, Ad hoc workflow and Procedural routing. Compulink then
utilizes the features of the core LaserFiche imaging software, along with the tools from the
LaserFiche Integrator's Tool Kit, ODBC connectivity, and customized routines, to create a
completely integrated workflow solution.
Benefits. Using the resources of the Professional Services group, the City can quickly design
different and implement both workflow and reporting functionality within their selected
imaging and document management system. There is very little downtime between the
selection of an imaging solution and the creation of a comprehensive workflow solution.
Ad Hoc Workflow Functionality
Description. Every office environment consists of the ideal and the practical, when it comes
to office automation and work distribution. Compulink realized that the success of any
workflow scheme is not its ability to follow the strict routing and reporting features of a fully
automated system, but to handle the exceptions to the rules that make up everyday life.
LaserFiche provides complete access to on -the -fly routing of document and information
through the use of its highly designed folder structure and system security. The LaserFiche
imaging software offers both simple and practical features to facilitate the movement of
document throughout your organization. Using security access as the key to the system's
implementation allows the System Administrator to easily modify access rights and folder
access as necessary to accommodate what actually happens in a dynamic working
environment.
Benefits. The flexibility of Ad hoc workflow allows the system to adjust to the absence of
employees. Workflow backlog and process queues can be re routed with drag and drop
simplicity. In addition, the creation of an Ad hoc system requires minimal training and
administration can be accomplished very quickly with a simple GUI interface and easily
understood folder structure.
Procedural Workflow Automation
Description. The increased document volumes that exist in today's working environment
require increasing amount of time, storage, and manpower. The ability to have as many
human actions automated is increasing important to the success implementation of any
technological system. The Procedural automation component of the LaserFiche Workflow
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Suite uses user created process definitions along with easily understood routing principles to
create the final component to a well structured workflow scheme. The Visual Basic and
ODBC database routines created to meet serial, parallel, and sequential document routing
needs are administered through a set of tools and guidelines developed jointly between
Compulink Professional Services and the City. System users can create and monitor
workflow participation, document backlogs, and various workflow processes. Once
established, the LaserFiche imaging system will have the ability to scan, index, view,
migrate, queue and print documents for imaging system users.
Benefits. The establishment of pre -defined Procedural workflow will give the
imaging/document management system the ability to automatically create serial or parallel
routing paths for City documents. In addition, the System Administrator will have the ability
to generate reports of document volumes and locations, user activity and usage, and overall
system function and effectiveness.
LaserFiche Snapshot Utility.
Enables users to "print" files generated any Windows application (like MS Excel, MS Word,
AutoCAD etc.) directly to LaserFiche for the purpose of archiving, storage and retrieval.
The "imaging" process retains all formatting and generates an associated ASCII text file
captured from the native application. This file can be used for full -text indexing of the
document. Originally introduced in 1995, the Snapshot utility was created to accommodate
customers who wanted to archive computer -generated documents as well as paper.
LaserFiche MAPI E-mail Plug-in.
Compulink uses the Windows environment to communicate with e-mail programs. The
LaserFiche MAPI E-mail plug-in enables users to send any LaserFiche documents through
any MAPI compliant e-mail system, like GroupWise, Lotus Notes, and Microsoft Exchange.
LaserFiche send either a 16 or 32-bit call to the existing e-mail application through the
Windows interface. Users can attach LaserFiche documents to emails that can be read by
any TIFF viewer by the recipient. In, addition, users of 32-bit MAPI programs have the
option of sending either single or multi -page TIFF images as attachments.
LaserFiche Zone OCR Plug -In
The Zone OCR Plug -In allows you to dramatically increase your forms processing speed.
Now organizations working with large quantities of forms have the power to extract text,
create indexes, and populate template fields automatically. The Zone OCR Plug-in is a must
for any organization that wants to reduce manual data entry time and automate forms
processing.
The Zone OCR plug-in extracts text from specific zones for automatic indexing of forms.
This plug-in application minimizes repetitive key field entry and reads an unlimited number
of zones per form. Users can assign minimum OCR accuracy levels and LaserFiche Zone
OCR will display a "good" or "bad" result in a special Check field, signifying the accuracy of
each OCRed form.
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The LaserFiche Zone OCR Plug-in streamlines the process of bringing forms into LaserFiche
by allowing you to automate sorting and indexing based on form information. By assigning
regions on scanned pages to items in your template fields, the Zone OCR Plug-in gives
LaserFiche the power to automatically populate those index fields.
On an invoice form, for example, the Zone OCR plug-in could allow you to automatically
extract a customer name, invoice number, shipping date, or any other information that can be
found in a standard location on the form, and assign each as an index for that page. Forms are
then instantly ready for lookup and retrieval, all in one easy scan -OCR -index step.
LaserFiche ScanConnect
LaserFiche ScanConnect supports ISIS scanners. ScanConnect increases the variety of
scanners supported by LaserFiche and helps ensure that you have a supported scanner with
which to scan documents into a LaserFiche repository.
• Cost-effective for low -end scanners
• Provides capability of scanning documents into LaserFiche Quick
Fields
• Allows loading of only the drivers specific to your scanner for efficient
deployment of scanning equipment
• Recognizes existing scanners and loads appropriate drivers
LaserFiche Audit Trail Module.
The need for system security also creates the need for comprehensive reporting. The
LaserFiche Audit Trail monitors system access of all users and all documents. The server
then produces various reports to track user activity. This information includes user login
activity, document movement and access, time and date of all actions within the system, and
any other access through the LaserFiche server of actions taken by a system user. The reports
generated can also determine current document location and status, which user examined
which documents, and any scanning, editing, or deletion of document within the system.
Technical Summary and Commentary
This section is a technical summary of the LaserFiche imaging system. It describes some of
the basic ideas behind LaserFiche and addresses the technical issues we believe should be
emphasized in confirming LaserFiche's suitability for your system.
LaserFiche currently uses distributed processing to take advantage of several processors at
once. Scanning, compression, decompression, image -enhancement, and OCR can be split
across several workstations, with the server simultaneously performing indexing, file
management, searching, security enforcement, and file migration tasks.
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Database is Portable
Due to the intelligent and flexible design of LaserFiche, the entire imaging database, or
portions thereof, can be copied or moved to other LaserFiche servers easily. For example,
you could perform back -file conversion on one server system and transfer index updates and
image volumes (WORM, rewritable optical, and/or CD-ROM) to the main system on a daily
basis if you wish.
LaserFiche Works With Existing Hardware and Software.
Because LaserFiche uses industry standard PC's, servers and operating system software, it
can be integrated with existing equipment. Workstations using LaserFiche may be used to
run any standard Windows software such as Microsoft Office, Corel WordPerfect Suite,
Lotus Notes, etc., in addition to the LaserFiche software. If necessary, LaserFiche servers
can run the same backup software, utilities, mail software, and network management
software that is already used.
Likewise, LaserFiche software can be installed on any existing PC's in the future, if they
meet the minimum workstation requirements and are attached to the LAN and/or WAN.
Hardware Configuration Is Flexible
LaserFiche operates on standard Windows -compatible PC hardware. Proprietary hardware is
not required.
Integration with Existing LAN/WAN Is Simple
For the reasons listed above, integrating the LaserFiche system into existing LANs will be
relatively simple.
No Real Limits on Future Growth
A LaserFiche system based on LaserFiche client/server architecture can be readily expanded
from a single -server configuration to a multiple -server configuration.
Numerous Storage Options
LaserFiche is compatible with numerous storage options, including magnetic, drive array,
RAID, duplexed magnetic drives, rewritable optical, WORM, CD-ROM, MO jukebox, and
CD-ROM jukeboxes.
Why LaserFiche is the Ideal System for the City
In addition to meeting all the City's specific requirements, a LaserFiche-based imaging
system has the overall system design that is ideal for the Authority's particular application:
The System Is Designed to Meet the City's Growth and Expansion Needs
The LaserFiche-based imaging system is designed to expand all the way from a stand-alone
system to an enterprise -wide internetwork with plug -and -play simplicity:
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• The system uses client -server architecture, which both protects the document
database from workstation crashes and (more importantly) reduces network traffic to
the point where it can function effectively on WANs or LANs using TI cabling.
• The system is expanded by the simple addition of Windows workstations and NT
servers, eliminating the need for any significant reconfiguration as the system is
expanded. The system is expanded by the simple addition of more PCs to the
network.
The System Has a Search Engine Designed for a Wide Variety of Documents
The primary indexing and search engine on LaserFiche is based on full text. Documents are
retrieved not only by index fields, but also by any word or phrase in their content. The full -
text search function is also enhanced in several important ways:
• Boolean (logical) operators AND, OR, and NOT
• Wildcards *., ?, and [ ]
• Proximity search
• "Fuzzy" search that finds search strings with or without OCR errors
• Traditional index field searches
• The ability to set print search results or set them aside in folders
The System Has a High Performance Indexing Engine
The full text -indexing engine is a powerful, efficient service that performs all indexing
operations locally on the server; the index is never downloaded to workstations over the
network lines. The engine runs as a service of the processor, where it cannot be preempted,
and where it takes full advantage of the Pentium instruction sets. Moreover, the growth of
the index file size tends to taper off over time, as fewer unique words are added.
The System Provides High Levels of Data Security and Integrity
The security system provides for a system "feature rights" that govern users' global access to
system functions, as well as "object rights" to specific documents or folders. The system
administrator can specify exactly what each user can do with any document on the system.
However, by allowing for the inheritance of rights via user groups and parent folders, the
system administrator can greatly simplify the assignment of rights.
No workstation has direct access to the document database files themselves. Data is
retrieved by the forwarding of information requests to the server engine, which in turn opens
the database files and returns the requested information back to the client. Data integrity is
thus never compromised by workstation interrupts.
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LaserFiche's Open Architecture Supports Easy Customization and Integration
Not only does LaserFiche have open architecture, but it also adheres strictly to Windows and
NetWare standards. No OS functions are disabled, and all files — images, text, and database
— are stored in industry standard formats. Should the Authority need any customization
and/or systems integration, the system is designed so that it can be completed with minimum
time and expense.
World-wide Install Base
LaserFiche systems are installed on several continents, with dealers across the United States,
and in Canada, South America, Europe, Asia, and Australia
The System is Designed for a Short Learning Curve and Easy Acceptability
The user interface was designed to blend the principles of simplicity with familiarity to
shorten the learning curve as much as possible. Here are some important features:
• Most commonly used functions are initiated by clicking an on -screen icon,
eliminating complex command lines, keystrokes, or even series of menus.
• The folder "Browser" window has the look and feel of Windows File Manager.
• Dialog boxes have buttons and windows that are clearly labeled in plain English, with
context sensitive Help screens if anything seems ambiguous.
• Folder and document organization can emulate existing paper or microfilm filing
Systems.
Users can follow their own procedures and work rhythms; the system itself imposes no new
procedures or deadlines on the users. Users need learn only the software itself, not an
entirely new method of organizing information, minimizing employee resistance to new
technology.
Other Benefits
The LaserFiche NT/Windows Document Imaging System offers numerous tangible and
intangible benefits to our customers, described elsewhere in this proposal and summarized
below:
Economical File Storage
• Centralized storage of reports and documents in both image and text formats.
• Reduced storage space requirements and cost through document archival to magnetic
or optical disk and off -site storage of paper document files.
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Multiple Storage Options
LaserFiche uses most mass storage options, including magnetic, drive array, RAID, duplexed
magnetic drives, rewritable optical, WORM, CD-ROM, MO jukebox, and CD-ROM
jukeboxes. Some installations can even use tape.
Quick Document Access
Efficient full text searching of free -form information, combined with the availability of
existing indexing data and other powerful search features such as Boolean operators,
wildeards, and a "fuzzy" search feature to trap OCR errors.
Instant availability of information on -screen or via printer eliminates photocopying, filing
and physical distribution of paper, and prevents lost, misplaced or misfiled documents.
Time Savings/Increased Productivity
With LaserFiche, your personnel spend less time searching for and routing documents and
more time using the information on them.
Reduced Bottlenecks
LaserFiche eliminates the problems of misfiling and project delays due to missing or
inadequate information. Since documents can exist in several places at once on an imaging
system, the bottlenecks involved in routing and sharing documents are virtually eliminated.
LaserFiche also lends itself to easy custom development of standard workflow procedures.
Preservation of Intellectual Assets
When organizations lose employees due to re -organization, downsizing, or employee
turnover, valuable knowledge is often lost. All too frequently, the employees who know the
information on the documents are also the only ones who know where the documents are.
By retrieving documents about which you know little or even nothing, LaserFiche helps
preserve valuable intellectual assets that get lost when employees leave or are temporarily
absent.
Reduced Network Traffic and Improved Data Integrity
Using client -server architecture, LaserFiche manages the database completely on the server,
while the client handles the user interface. Network data traffic is dramatically reduced, and
the database is protected from corruption due to workstation crashes.
Flexibility and Scalability — No Limits on Future Growth
LaserFiche's use of industry standard hardware and operating systems, regardless of the
number of users, provides for system expansion on a modular, as -needed basis — all the way
from a single -user stand-alone system to an enterprise -wide intemetwork or WAN. As the
capacity of a single server is reached, Compulink can provide the ability to attach and search
across multiple LaserFiche servers simultaneously.
6/28/2004 13
Imaging System 2004-232 Proposal
Short Learning Curve
LaserFiche's intuitive user interface, along with its ability to follow the structure of any
existing paper or microfilm -based filing system, minimizes the amount of new information
that must be learned in order to utilize the system.
Compatibility with Existing Hardware and Software
Because LaserFiche uses industry standard PC's, servers, and operating system software, it
can be integrated with existing equipment. Workstations using LaserFiche may be used to
run any standard Windows software such as Microsoft Word, WordPerfect for Windows,
etc., in addition to the LaserFiche software. If necessary, the LaserFiche servers can run the
same backup software, utilities, mail software, and network management software that is
already in use.
Likewise, existing PC's anywhere in the department may be used to attach to the LaserFiche
system in the future, if they meet the minimum workstation requirements and are attached to
the LAN and/or WAN.
Hardware Configuration Is Flexible
LaserFiche operates on standard Windows -compatible PC hardware. Proprietary hardware is
not required. It may be advisable to obtain required hardware from its existing vendors.
Simple Integration with Existing LAN/WAN
For the reasons listed above, integrating the LaserFiche system into existing LANs is
relatively simple. Compulink can design and implement integration configurations as
necessary.
LaserFiche is the Most Cost-effective Solution
We believe that the above represents a unique combination of capabilities and performance.
We are convinced that the LaserFiche System will result in significant tangible benefits, to
those who both maintain and utilize the information stored on the system.
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Imaging System Proposal
Cost Summary
Imaging Software Costs
Imaging Software:
LaserFiche Standard Server:
LaserFiche Support for Standard Server:
LaserFiche Full User License:
LaserFiche Support for Full User:
LaserFiche Retrieval User License:
LaserFiche Support for Retrieval User:
LaserFiche Snapshot:
LaserFiche Support for Snapshot User:
LaserFiche MAPI:
LaserFiche Support for MAPL•
LaserFiche Zone OCR Plug -In:
LaserFiche Support for Zone OCR:
Standard LSAP
3 @ $550
3 @ $ 110 annually
5 @ $220
5 @ $44 annually
3 @ $100
3 @ $20 annually
8 @ $80
8 @ $16 annually
LaserFiche Plus Plug -In:
LaserFiche Support for Plus Plug -In:
LaserFiche ScanConnect(needed per scanner)3 @ $165
LaserFiche Audit Trail Module — Advanced:
Audit Trail Module — Advanced LSAP:
LaserFiche WebLink:
WebLink LSAP:
$ 6,600.00
$ 1,320.00
$ 1,650.00
$ 330.00
$ 1,100.00
$ 220.00
$ 300.00
$ 60.00
$ 640.00
$ 128.00
$ 2,495.00
$ 500.00
$ 3,795.00
$ 1,590.00
$ 495.00
$ 7,995.00
$ 2,390.00
$ 7,995.00
$ 1,590.00
6/28/2004 15
Imaging System 2004-232 Proposal
LaserFiche Software Implementation
$ 0.00
* All LSAP Charges set forth above will only be billed during the current fiscal year from the time all LaserFiche software is implemented
and accepted by the City. Depending on the exact implementation date, the above -referenced LSAP costs may be less.
Non -Imaging Software:
Veritas Backup Exec V9.1 NT/W2K SVR ED $ 600.00
Veritas Back -Up Exec SQL Agent License $ 625.00
Microsoft SQL Svr — 1 Processor Lic & Media $ 5,034.00
Non -Imaging Software Implementation $ 750.00
* Additional Microsoft Server 2003 licenses may also be needed.
Software Total with Implementation: $489202.00
Hardware Costs
Server:
Compaq ProLiant ML350 G3 Xeon 2.8MHz $32,549.99
1GB RAM/RackMount w/o Rack; 1 StorageWorks
Enclosure with 8 total 72.8GB hard drives;
StorageWorks SDLT 160/320 Tape Drive & 45 Tapes;
Windows 2003 Server Operating System —
OEM Version (5 User); and 3 Year
240, 4-Hr Response Time On -Site Service
(Please see attached detailed specifications)
Invensys Powerware 9125 5000g UPS;
Distribution Strip & Rack Rail Kit $ 2,814.97
(Cost Estimate on Powerw are items is based on City provided specifications.
Any change to specifications may change the total price charged, but any change in costs is anticipated to be minimal.)
Imaging Server Hardware Implementation Costs $ 6,400.00
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Imaging System Proposal
Scanners and Scanning Workstation:
The hardware referenced below would be in addition to one (1) existing scanning station
already in place in the City Clerk's office:
HP/Compaq d530 Workstation, P4/3GHz, 80GB 2x$2,249.97 $ 4,499.94
HD, 512MB RAM, CDRW/DVDRW Drives, NEC
19" LCD Monitor, Windows XP Pro
Fujitsu Scanner, fi-5750C Color 220dpi, SCSI 2x$7,799.96 $15,599.92
Controller, Cable, Fujitsu Consumables Kit
Labor to Configure Workstation and Scanner for LaserFiche: $ 2,000.00
*Cost shown is for configuring two (2) new scanning stations, and one existing scanning station.
Hardware Total: $631864.82
Other Services and Costs
Training
Imagine LaserFiche Training
Basic LaserFiche Training (see attached Training Schedule for details) $ 1,000.00
(Additional Training as needed billed at $100.00 per hour)
Audit Trail Training (6 hours) $ 1,500.00
Other Costs Total $ 2,500.00
Escrow Fees
Initial Set Up Fee Per License $ 1,500.00
Total System & Implementation Cost: $1161066.82
Tax: $ 8,092.31
Max. Total with Tax: $ 1249159.13
Other Fees and Costs Anticipated Annually
The above -referenced LSAPs must be renewed annually. The anticipated cost increase on an
annual basis will be no greater than 10%. Due June 30th of each year
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Imaging System Proposal
Product Development
Product History
Compulink Management Center Inc. created its first imaging software package in 1976. At
the time, the current PC environment was fundamentally unknown. The company's original
offering was a mainframe -based product for a major manufacturing company in the United
States. After the introduction of our original product, the company's founder, Nein-Ling
Wacker, herself a reluctant programmer, begin to refine that original offering to a product
that would fit a wide range of applications within the ever -changing document management
marketplace.
The result of this refinement was the creation of our first market accessible product. This
product included a separate computer card for each imaging process, scanning, OCR,
indexing, image viewing. After this brief foray into both the hardware and software market,
Compulink decided to focus our efforts on software development alone. After some
planning, Compulink completed its first LaserFiche product in 1988. This DOS based
product offered users full -text search capabilities and database indexing on a PC DOS
platform. The product also offered network capabilities before the advent or Novell
NetWare.
In 1994, LaserFiche redesigned its product again to take advantage of Novell NLM and the
power of server based computing. The first LaserFiche NLM product was release and gained
an award from LAN Magazine for "Product of the Year". This first fully LAN based
product offered users a server engine that performed all indexing and search functions and
provided client search capabilities.
The next major advancement for LaserFiche was the migration from the DOS platform to the
Windows platform. In 1993 LaserFiche created its first Windows -based client software for
the PC market. Since that introduction, LaserFiche has consistently upgraded and enhanced
its core product. With each passing version, LaserFiche has gained more features to assist
Records Managers, MIS personnel and the end -user.
The first product upgrade, LaserFiche 2.0, offered automatic naming, mass import of images,
and the ability to import a wider variety of image formats. Within the search engine,
Compulink added foreign character recognition, fuzzy search, and wildcard searches in full -
text or template fields. To assist in growing storage requirements, portable volumes were
also added.
The next upgrade included a host of advancements for LaserFiche users. The security
features of LaserFiche were enhanced to include comprehensive access control at folder
and/or document level. To assist MIS personnel, the ability to modify volumes and reindex
text from server console was added to the server software. End users were given the ability
to migrate and/or archive documents from volume to volume, the ability to briefcase
6/28/2004 18
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Imaging System Proposal
databases (the ability to importing and exporting of any LaserFiche folder) and new 3-D
buttons and dialog boxes.
Each of the features added made LaserFiche more powerful as well as more user friendly.
But none so much as the main feature of the LaserFiche 3.0 release, thumbnails (small icons
of pages). Not only did the thumbnail feature make documents easier to view and assemble,
it also made it possible to rearrange pages within the document, merge pages from one
document to another, and to create a new document from the pages of an old one. To further
enrich the functions of LaserFiche, this release included the sticky note annotation feature,
which allows the user to attach notes to a document image.
The next upgrade release, LaserFiche 4.0, featured the following additions:
• Expanded platforms through LaserFiche LAN — Microsoft NT, Novell NetWare, Unix,
LANtastic, Banyon Vines, and many others.
• Volume Bundling or Portable Volumes — Enabling users to move LaserFiche volumes on
CD-ROM or other removable media from one database to another, eliminating the
need to briefcase documents back and forth.
• Enhanced index templates — Templates can now be modified after they are created and
assigned to documents. Each database can now have up to 250 templates and 30 user
definable fields.
• Redaction — The capability to allow users to selectively black out or white out
confidential information on an image, and the redacted information can then be assigned
security rights.
Major enhancements followed in the next releases of LaserFiche. Users can now select from
a larger number of scanners with the addition of enhanced Kofax and TWAIN scanner
support. The added ability to search for a specific folder, document or batch by name was
added to the advance search options. The template fields used for document organization
and management were enhanced. The software now features a "pick -list" of values, which
allows the user to choose a field value from a designated list of entries. This feature is useful
when a user needs to specify what category a document belongs in. With a pick list, the user
can choose a category from the list, rather than have to retype a category name and
potentially misspell it.
Along with better document management and index support, LaserFiche also added enhanced
printing capabilities. This option offers the user the ability to print zoomed regions of a page.
Finally, with more ways to find and view information, LaserFiche needed to expand how
responses were displayed. Compulink increased the "document hit' list to display a much
larger number of search results within a display window.
6n8i2004 19
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Imaging System Proposal
Current Product
Compulink now offers a full range of imaging solutions for towns, cities, federal government
agencies, and private businesses. Among the products that now offered, LaserFiche provides
solutions for many document automation and workflow applications desired for the current
working environment. The current version of LaserFiche Imaging software, version 5.2g,
provides all the features of the previous versions of the software with a few notable additions.
LaserFiche now has the ability to search for documents or maps based on not only the text of
the image, the template information of the image and the visual location of the image, in
conjunction with the name of the document, folder, or batch that contains the image. The
addition of the name search feature allows users to narrow searches to the exact information
for which that they are looking. This addition, however, does not slow down the power and
speed of the server search that LaserFiche normally conducts.
Along with increasing the search capabilities, Compulink has also increased the automation
features of the software. The 16 and 32-bit Plug-in applications provide specific utilities for
reducing the effort necessary to enter or index information within the LaserFiche
environment. The LaserFiche Snapshot Plug-in converts documents from any Windows -
based application into a LaserFiche document using the Windows print drivers. Using this
plug-in, any user can index and archive documents simply by printing them to in their native
application.
The LaserFiche Bar-code Recognition software allows users to batch scan documents into
LaserFiche once and have the computer automatically create index information to filing.
With the ability to recognize over 10 different bar code formats, in almost any orientation,
LaserFiche can read documents and populate their templates using either the bar code
information, external database information, or bar code association tables, all automatically.
The LaserFiche Zone OCR Plug-in allows LaserFiche to read documents and place the
information contained in the document into the template. LaserFiche can create a specific
section of the page, or zone, which the software then reads and places into the selected
template fields. Using this utility, the user can scan forms or other documents into
LaserFiche and have the system automatically populate templates.
The most recent addition to the LaserFiche Plug-in group is the MAPI e-mail utility. This
application creates a Messenger Application Program Interface (MAPI) call to the resident e-
mail program on the workstation. LaserFiche can use either 16 or 32-bit MAPI compliant e-
mail drivers. With this application, LaserFiche users can send documents to any e-mail users
with a TIFF viewer.
In addition to automation tools, LaserFiche has also developed two new options for viewing
documents. The first is the LaserFiche WebLink software. The application allows users to
publish their LaserFiche documents onto any intranet or Internet. Anyone using a standard
web browser will be able to access the simple HTML pages that LaserFiche WebLink
creates.
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Imaging System Proposal
The second viewing option is LaserFiche Plus. Compulink has created a portable document
viewer and search engine that can be burned onto CDs for royalty free distribution. With this
software, LaserFiche users can publish their documents to CD and have them viewed by
anyone with a Windows computer and a CD-ROM drive.
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Imaging System Proposal
Professional Services
Imagine Systems has the responsibility of providing software training and software support
for all LaserFiche products except the Agenda Management/Workflow Module and the Audit
Trail Module.
Compulink Management Center Inc. has the responsibility of providing software training and
software support for the Agenda Management/Workflow Module and the Audit Trail Module
if that Module is added at some later point. It is anticipated that Compulink will provide
some customization of the Agenda Management program upon any eventual purchase of that
software module by the City. Compulink has provided an estimate for training on Audit
Trail of $1,500.00 for a 6-hour training session. Training costs for Agenda Management will
be determined at the time of the City's purchase of that module.
Installation/Implementation and Training
Installation/Implementation
The first step will be a site inspection to determine proper equipment placement and to
identify any network connectivity. Hardware installation itself shall consist of unpacking,
connecting, and setting up hardware, as well as installing the necessary operating systems
and drivers. It also includes testing the equipment to ensure proper hardware functionality.
After testing, software installation shall consist of installing the LaserFiche software on the
server and workstations and testing it to ensure operability.
Once a purchase order is received from the City, Imagine Systems will order all equipment
and software that are required to meet the specifications of this Proposal
Once all components, hardware and software, are received by Imagine, the components are
staged, configured and tested. This normally takes from 2 to 3 weeks.
After testing is completed, then Imagine schedules installation of the system at the City's
facility. Additional on -site testing is conducted to verify full functionality of the system.
This time is also used to familiarize City IS staff with the system, including back-ups, etc.
An additional 1-2 weeks is anticipated for this portion of the implementation.
After on -site installation and testing is completed, Imagine Systems will meet with IS and
department heads using the system to discuss their needs and anticipated usage, and work
with them on customizing the software implementation on the workstations. The time
allotted for this portion of the implementation will depend greatly on the input received from
the initial meeting.
Training
Our training program normally consists of some or all of the following elements based on a
4-hour and an 8-hour training class. Imagine shall provide training classes for a total of 10
hours. Additional training is billed at $100 per hour.
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Imaging System Proposal
4-Hour Training Schedule:
I. Introduction to LaserFiche
A. What is LaserFiche?
B. LaserFiche 6 Features.
II. Elements of LaserFiche
A. Documents
B. Folders
C. Templates
III. Common LaserFiche Tasks
A. Starting LaserFiche.
B. Retrieving A Document.
1. Browsing
2. Searching
A. Basic
B. Advanced
C. Viewing A Template
D. Changing Password
E. Customizing Toolbars
F. Downloading as a PDF (not available in regular client)
G. Printing
IV. Inputting Data Into LaserFiche (only available in the full client)
A. Scanning
1. Filling in the template
2. Autonaming
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Imaging System Proposal
B. Editing Templates
C. Renaming and Moving Documents
8-Hour Training Schedule
I. Introduction to LaserFiche
A. LaserFiche is a document management system, and consists of a database and an
interface to that database.
1. Document management — electronic storage of documents.
a. Input the documents.
b. Store the documents.
c. Retrieve the documents.
2. Hardware intensive.
a. Lots of activity.
b. Scanner through SCSI.
c. Takes up lots of space.
B. LaserFiche 5 Features
1. Scanning and storage of documents.
2. Native file format storage of documents.
3. Security
4. Document portability
a. Briefcase
b. Volume
5. Search and retrieval.
6. Familiar interface.
II. Elements of LaserFiche
A. Documents
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Imaging System Proposal
1. Document view.
2. Document view options.
B. Folders — contain documents and folders.
C. Templates
1. Attached to documents.
2. Provide index information for documents.
D. Volumes
III. Common LaserFiche Tasks
A. Starting LaserFiche
1. Click on LaserFiche in LaserFiche program group.
2. Select database to log into.
3. Enter user name and password.
B. Retrieving A Document
1. Browse
a. Folder structure analogous to Windows Explorer.
b. Double click to open a folder or a document.
2. Search
a. Basic Search — Find words or phrases in documents.
1. Phrase
2. And
3.Or
4. Not
5. Within
6. Template
7. Fuzzy Word Search
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Imaging System Proposal
a. Number — Number of characters different than word searched for.
b. Percent — Number of characters different than word searched for as a
percent based on number of characters of word searched for.
8. Wildcards (can be used in basic, advanced, and template search)
a. * (any number of characters)
b. ? (one character)
c. [] (a set of characters)
d. — (a range of characters) ex. 199[6-9], better than 199* or 199?
c. Advanced Search
1. {) — {template:fieldname="fielddata"]
2. <, <=, <>, >, >= for numbers and dates (if the template field is specified as
such.)
3. AND, OR, NOT
4. Use brackets to include object names that have spaces.
5. Date range— {[General Template]:date>"05/05/91"]
C. Using A Template
1. Entering information into a template.
2. Searching using a template.
3. Viewing a template
a. Document view.
b. Template button.
4. Creating a template.
a. Toots, Options, Template, New.
b. Assign a name for the template.
c. Assign a name for each field.
d. Assign a type for each field.
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Imaging System Proposal
1. Char — for regular text.
2. Integer — for small number entries.
3. Long Integer — for large number entries.
4. Date — for date entries.
e. If it is a Char, assign a maximum length for the entry.
f. Check indexing if the entry is unique.
D. Scanning
1. Assign a name to the document.
2. Choose a volume.
3. Load paper into scanner.
4. Press scan.
5. When finished, press done.
6. Scanning options.
a. Autoname
1. Used to automatically name documents.
2. Tool, Options, Autoname.
b. Properties
1. Set resolution.
2. Set color mode.
3. Set paper source.
4. Set blank page deletion.
c. Processing
1. OCR — converts document to text.
2. Index — makes the document searchable.
3. Can be done later to save time.
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Imaging System Proposal
d. Viewing the image.
1. Click on the Process tab.
2. Enable View Image option.
7. Document vs. Batch
a. Document — if each stack scanned is a single document.
b. Batch — if stack contains a large number of documents.
E. Converting A Batch To Documents.
1. Select batch mode in scan dialogue box.
2. Scan batch.
3. Click done.
4. Double click the batch to open it.
5. Select those pages that correspond to a single document, and click the >>
button.
6. Assign the document a name and template, and click on Create.
F. Working With Pages.
1. Changing the page order of a document.
a. Open the document.
b. Enable the thumbnail mode.
c. Click and drag to change the page order.
2. Adding pages to a document.
a. Open the document.
b. Click the scan button.
c. You will be prompted to specify where to place the new page or
pages.
3. Moving pages between documents.
a. Open the document with the pages you want to move.
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Imaging System Proposal
b. Enable thumbnail mode.
c. Reduce the document display so you can see the LaserFiche file
browser.
d. Drag the pages or pages to the other document.
e. Open the other document and reorder the pages as appropriate.
4. Creating a new document from existing pages.
a. Open the document containing the pages you want to use to create a
new document.
b. Select the appropriate pages.
c. Go to View, Create New Document.
d. Navigate the dialogue boxes, and a new document will be created.
G. OCRing And Indexing Documents After Scanning.
1. Select the documents to be OCRed.
2. Go to Tools, OCR/Index document.
3. Select OCR and/or Index document.
4. Select Entire Document, or enter the pages you would like to OCR.
5. Click OK.
H. Working With Folders.
1. The Browse button.
2. Creating a new folder.
3. Moving a folder.
4. Renaming a folder.
I. Importing and Exporting.
1. Importing documents.
2. Importing Electronic documents.
3. Importing a briefcase.
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Imaging System Proposal
4. Exporting a document.
5. Exporting a briefcase.
J. Annotations.
1. Redaction
a. Click on "Black Marker" button.
b. Highlight area to be redacted.
c. Double click on redacted area to change color.
2. Highlight
a. Go to Tools, Add Annotation, Highlight
b. Repeat the steps for redaction.
3. Sticky notes.
4. Stamps.
Maintenance and Support
Hardware Maintenance and Support
The hardware specified proposed for the City of San Bernardino is Compaq/HP would be the
preferred source of server and storage hardware. The 3-year on -site warranty offered by
Compaq/HP will cover all server hardware. Both CompuLink and Imagine Systems have
used Compaq/HP hardware successfully on many LaserFiche projects in the past. It has
proven to be very reliable, and compatible with the LaserFiche software.
Software Maintenance and Support
LaserFiche Software Assurance Plans. The LaserFiche Basic LSAP provide updates and
support for all software. Software will be supported directly by Imagine Systems and
Compulink via the LaserFiche Software Assurance Plan (LSAP). The Standard LSAP,
which is renewal annually, includes:
1. Twenty-four hour access to the Compulink Bulletin Board Service
2. Significant discount (currently up to 35%) on CompuLink consulting fees
3. Current published technical bulletins and newsletters
4. The latest release of your copy of LaserFiche
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Imaging System Proposal
5. Technical support dial -in to your site. Average response time is within four hours.
Guaranteed response time within next business day.
Documentation
All LaserFiche installations will include following documentation:
1. Hardware specification and configuration
Hardware documentation is supplied by the manufacturer. Additional documentation
should not be needed, because LaserFiche does not use the hardware in non-standard
ways.
2. Software specification and configuration
Provided in the User's and System Administration Guides.
3. Technical Administrative Instructions
Provided in the System Administration Guide.
4. User manuals
Included with LaserFiche.
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Imaging System Proposal
Appendix
1. HP/Compaq Server Specifications and Quote
2. HP/Compaq Scanning Station and Scanner Specifications and Quote
3. CompuLink Escrow Account Documentation
4. CompuLink License Agreement
5. Imagine Client References
6. Imagine Systems Business License
7. CompuLink Software Assurance Plan (LSAP) Information
8. LaserFiche Software and Hardware Agreement
6/28/2004
2004-232
Imagine Systems, Inc. Quote
330 North D Street, Suite 125, San Bernardino, CA 92401
Tel: (909) 889-5060
Mrs
City of San Bernardino Same
Finance Department - Purchasing
300 North D Street
San Bernardino, CA 92418-0001
1174
Order Description of LaserFiche Quote - This is a Rack -mount system
1
590997
(Compaq, Prol ML350 X2.8,512M,RAID,Rack
1
1124629
Compaq, Xeon 2.8ghz CPU for ML350
1
448098
i RAM, 1GB RAM for Proliant ML350
2
.418648
Compaq, 36AGB HS Ultra 320 hard drive
1
i 029776
Controller, Smart Array 5304 256mb 4-CH
1
388595
!Compaq Redundant Power Supply for ML350
1
920917
Controller, HP U320 SCSI PCI-X Adapter
1
013527
Compaq, Warranty 3 yr. 4-hr. ML350
1
458299
Software, MS Win2003 Svr STD-SUser
45
061892
Tape, Super DLT 160/320 tape
1
029796
Compaq/HP SDLT 160/320 internal tape dry
1
.124742
HP/Compaq MSA30 RM 14-Drive enclosure
8
418649Hard
Drive, Compaq 72.8GB U320SCSI 10K
1
278825
Compaq, 4 hr. response upgrade for MAS30
1
504005
Monitor, HP S7500M 17' carbon/silver
1
651578
Software, SQL 2000 Stan. 1-processor Lic
1
'i796914
Media, SQL Server 2000 Media CD
1
869018
Software, Backup Exec 9.1 SQL Agent
1
I855770
Software, Veritas Backup Exec V 9.1 SVR
Imagine Systems, Inc.
330 North D Street, Suite 125, San Bernardino, CA 92401 Tel: (909) 889-5060
pun
12488
• .-..-
24 Jun 04
13 Jul 04
Status
2,549.99
C
32,549 99
0,00
C
0.00
0.00
C li
0,00
0.00
C
0.00
0.00
C
0.00
0.00
C
000
0.00
C
0.00
0.00
C
0.00
0.00
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0.00
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000
0.00
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0.00
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4,999.00
C
4,999.00
35.00
C
35.00
625,00
C
62500
600.00
C
600.00
Subtotal 38,808, 99
Sales Tax (7.75%) @ 3,007.70
Order Total 41,816.69
US Dollars
Terms: Net 30
..... _.....
2004-232
Imagine Systems, Inc.
Quote
330 North D Street, Suite 125, San Bernardino, CA 92401
Tel: (909) 889-5060
City of San Bernardino
Finance Department - Purchasing
300 North D Street
San Bernardino, CA 92418-0001
1174
Part of LaserFiche Quote
Same
I I
i
2 ' 882832
Compaq, D530 3ghz 512M 80G CDRW/DVD X
2 959968
DVD-RW, HP internal 5.25" IDE
2 '229379
Monitor, NEC LCD1980SX 19" 1280x1024 75H
2-ZPARTS
Cable, External SCSI Cable for Scanner
2 ADR-A01
Controller, SCSI, U2W/160 Adaptec 29160
2 446609
Scanner, Fujitsu fi-5750C 200dpi SCSI
2 ZPARTS
Fujitsu ScanAid Scanner Cons. Kit
Imagine Systems, Inc.
330 North D Street, Suite 125, San Bernardino, CA 92401 Tel: (909) $89-5060
12492
• .-•.-
24 Jun 04
13 Jul 04
Status
1,099.99
C
2,199.98
249.99
C
499,98
899.99
1 C
1,799.98
99.99
C
199.98
299.99
C
599.98
6,999.99
C
13,999.98
399.99
C
799.98
Subtotal
20,099.86
Sales Tax (7.75%) @
1,557.74
Order Total 21,657.60
US Dollars
Terms: Net 30
-10 2004-232
wS COMPULINK�
TO OUR LICENSEES
35gS Long Beach 81,d Lung Beach CA 90807
ww—Jaserfrthe corn
Over the last several years we have been requested to place our L.aserFiche® source code
in escrow from time to time When faced with the cost of doing so, those requesting it
decided it was not worth it to them. I have resisted it also because I do not like the most
important and valuable trade secrets of the companv spread around under circumstances
in which I have linle confidence
It seems that now we are receiving more requests for such escrows, particularly from the
larger installations In order to sansly their requests, and my concerns, Compuhnk has
arranged for an independent corporanon owned and operated by people in whom I have
great confidence to handle such escrows This arrangement is at a reasonable cost to our
licensees, significandv lower than other aitemanves That way I can be assured that the
escrowed material will remain confidential and to one safe place, and our licensees will
have access to the material in the unlikely event that Compulink is not able to continue to
service our products.
This service to our licensees will be by Terabytech Service, Inc. We have agreed to
deposit our source code, updates, fixes, and other documents with them to be held in
Wells Fargo Bank vaults. Licensees who subscribe to the service will be beneficiaries of
that agreement and may directly pay the fees to Terabvtech The material deposited will
cover all of our products in use by current licensees as well as future licensees Copies of
the Deposit Agreement and its attachments are available for our licensee's to rectew
The fees are S 1500 to set up the arrangement and first year coverage for each
licensee desiring it The cost to maintain the coverage is only S250 per year 1 believe that
most of our larger licensees will see the value in this service
Nien Ling Wacker
President
TELE 562 988 1688 FAX S62 988 1886
.niagla serf,( he corn
2004-232
ESCROW AGREEMENT
FOR
PROPRIETARY SOFTWARE
This agreement is entered into as of the date hereof between Ferabytech Services, Inc . a
Nevada Corporation (hereafter "Agent"), and Compulink Management Center, Inc, a
California Corporation (hereafter "Depositor") for the benefit of cenam Licensees of
Depositor's software property
Depositor is the developer and owner of certain software computer programs that it
licenses to vanous persons for use in the Licensee's operations
Depositor wishes to insure that its source code for its software programs that are licensed
will be available to its licensees in the event Depositor is unable to provide the necessary
support and maintenance to its Licensees to maintain the continuing operation of its
software programs
IT IS "THEREFORE AGREED
I Depositor will from time to time deposit with Agent copies of its source code,
mst uctions, documentation and any other matenal that is necessary to allow the
continued maintenance of its licensed software by technically trained persons Such
deposits will be updated from time to time as necessary for updates, and new versions of
such software
2 Agent will maintain custody of the deposited material in a secure facility in a Bank of
its choosing and will release the deposited materials, or copies thereof, only in
accordance with the terms of this agreement.
3 Depositor represents that it is the owner of the deposited matenal and the intellectual
property contained therein, that there are no impediments to release of the propenv
e
pursuant to this agreement, that the deposited material may be read by technology that is
current and contained in thdeposited matenals
4 Agent is not responsible for the technical completeness of the deposited material, nor
for its ability to be read or useful. If a Licensee wishes to have the material tested, Agent
may have the deposit tested by a qualified technician for its readability and operation and
provide such Licensee with such a certification. Licensee agrees to pay the Agent its fee
for providing such certification.
5 Agent shall reasonably protect the confidentiality of the deposited materials. Agent
may provide copies this Agreement to any third pain but shall not disclose, transfer,
make available or use the Deposit Materials except as provided under this agreement
Agent shall notify the Depositor if it receives a subpoena or court order regarding the
2004-232
disclosure or release of the deposit materials. Depositor sball be responsible to challenge
any such order Agent and Licensees may appear to protect their rights to the deposited
materials with respect to any such order.
6 Depositor will provide Agent with the names of Licensees that have elected to have
the benefit of this deposit agreement Agent will provide each such licensee with a NOtice
in the form attached as Exhibit A Fees for these services are shown on Exhibit B
Depositor may collect from Licensee the fees required to be paid for the service provided
hereunder and remit them to Agent but Licensee is responsible for payment of all fees
hereunder for both setup fees and annual continuation fees Fees are due upon receipt of
deposit, each Licensee setup, and each Licensee renewal
7. Upon Depositor's material failure to support the proprietary technology in accordance
with the applicable maintenance agreement, and
A Depositor becomes insolvent or generally fails to pay, or admits in writing its
inabihry to pay its debts as they become due, or
B a receiver, trustee, or similar officer is appointed for the business or property
of Depositor. or
C Depositor files a petition in bankruptcy, files a petition seeking any
reorganization, arrangement, composition.
D or similar relief under any law regarding insolvency or relief for debtors, or
makes an assignment for the benefit of creditors, or
E any involuntary petition or proceeding under bankruptcy or insolvency laws is
instituted against the Depositor and not stayed, en)oined, or discharged within sixty (60)
days, or
F Depositor ceases active operation of its business or discontinues the sale,
licensing or maintenance of the proprietary technolog�Y in material breach of the
underlying agreement or applicable maintenance agreement, or
G. Depositor adopts a resolution for discontinuance of its business or for
dissolution, or
H. Depositor takes any corporate action authorizing any of the foregoing, then.
Licensee may notify Agent in writing as to such Event of Default (a ,Nonce"), and shall
simultaneously provide a copy of any such Notice to Depositor. Unless Depositor shall
have provided contrary instructions to Agent within ten (10) business days after Agent's
receipt of Licensee's notice a copy of the Escrow Materials then in escrow shall be
delivered to Licensee by Agent within the next five (5) business days following the end
of any such ten (10) day period. Licensee shall pay Agent the deposit release fee prior to
release of such copy. Such delivery shall terminate all duties and obligations of Agent to
Depositor and Licensee
8 Depositor and Licensees agree to indemnify and hold Agent harmless against any and
all losses, costs, damages, expenses, claims or atlomeys' fees suffered or incurred by
Agent as a result of or arising from its acts or omissions, other than acts that
constitute
willful misconduct or gross negligence of Agent, its officers, employees, a,
attomeys or assigns
2004-232
9 Any dispute between Depositor and a Licensee relating toot ansing from thus
Agreement shall be resolved by arbitration in accordance with the Commercial
Arbitrahon Rules of the American Arbitration Association Unless otherwise agreed by
Depositor, arbitration will take place in Long Beach, California. Any court having
jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service
of a petition to confirm the arbitration award may be made by first class mail or
commercial express mail to the attomey for the Party or, if not represented, to the Party at
w last known business address
10 Agent may resign and thus terminate this Agreement at any time by giving the
Depositor at least 90 days' notice of its intended resignation, only if anv renewal fee
remains unpaid
t0 1 The following shall survive upon termination of this Agreement a)
Depositor's obligations under Section 8, b) Agent's obligation of confidentiality with
respect to the deposit matenals; c) Responsible Party's obligation to pay Agent any fees
or expenses due,
10 2 Agent shall retain such deposit for the benefit of Licensees that continue to
pay the annual fees for such rights If Depositor provides instructions to deliver deposited
materials to another depository that accepts all Licensees, Agent will deliver them as
directed If no Licensee pays the annual fee required then Agent may destroy such
deposited material
I I This agreement may be modified by mutual agreement of Agent and Depositor Any
modification shall be binding on all beneficianes/licensees from the date of such
modification.
Dated this day of (� u' 2002
Compulink Management Center, Inc.
. t
By
ien Ling Wa ker
President
Terabyiech Services, Inc
BY//
Marion Tadje /
President l
2004-232
Terabytech Seruices,Inc.
1802 No. Carton St.. Suite 212,2775 Cason Corr. Nevada. 8970i rer 775 887.06 70 pan 775 88� 07)8
NOTICE TO BENEFICIARY OF
SOFTWARE DEPOSIT AGREEMENT
(date)
(name )
(address)
Software Descnpoon
You are hereby notified that as a Licensee of the listed LaserFicheB sofhvare programs
you are a beneficiary of that Software Deposit Agreement between Compul ink
Management Center, Inc and Terabviech Services, Inc , a copy of which is anached The
deposited matenal is maintained in a Wells Fargo Bank vault and is available to you
under the terms of this agreement
Plcase refer to Paragraph 7 of the agreement which provides for your ability to access the
deposited matenals
Should you have any questions please contact me at the above address or phone number
Mahon Tad)e
President
2004-232
TERABYTECH SOFTWARE ESCROW AGREEMENT
EXRIBFf B- FEE SCHEDULE
Item Description Amount
Initial Setup Fee S 1 500 00
Per Licensee
Annual Licensee Fee S ?5000
Deposit Copy Release Fee S 2j0 00
Licensee Certificate of Cttrtent Deposit S 25 00
2004-232
COMPULINK MANAGEMENT CENTER, INC. LICENSE AGREEMENT
fhu " a legal agar mint betwrcn you, the end user, and Cwnpul nrk Mznag,nne, Confer, Inc. I"COrnprllnk"). The <n,lO,,,
CompO1 k utfiware program ('SOFTWARV ) is "'n"d by (rmpulink no the origiml mstnmm and any sobnfier. uanofer
cc Of die pfoduu for use only on the tams Set forth here phase read this Incise agrecmrnt. If oparnng the envelope con ai mug
the SO17WARE rnstallmg, Copying, or riche wist tsing the SOFTWARE, you accept these terms. If cuts du col lifer t nccsc
....... DO NOT INS Al I OR USE THE ADFT WARE rn v, howrrv,. return the UNOPENED FNVFI OPF conch"og the
51)11WAkL u.gm his w r h din w. mpafinirig nnuun fine �ul.a a. kin.
n, nhriv) 11111 of then n.l ., P wg .ruJ pr u,l of yen hale rnYrnu aTc,,,, Jelin mi.I
rig. date Of pu,,h,,, SO. a hilt nits. ,I
I GRMlTOF LICENSE 1 his l:O,cpahnL sn I,dt... ron...us wine o..dl rr the lullowmg types of vulnvarr "SEkVEA X01 I AARF" In,. yronA ......... on a fompma'r..Lilt a lane and "CLIENT SOFTN'ARk" Jut allnws a congao,k Efr or w-
t uslh,, in, .ersnst. pntnJerl by rhr Serwu Suhwarr: STAND ALONE. SOFTTVARE'r by npwm' nn a in
Ork 11....... "for PLUG IN SOLIAVARE NIODOLLS" that au be added In the prrnously nsen..on4d LaarrF l e packages.
O,n.pul tad gran" Io you the fu0u1:mg rights , the Sorer Snhwrore, ('.lent 5'1 Stand alone Sohwat¢, and Plug in
Suhr+„r hlodul" (rol)"wdy e,B'd the. SOF'11YARE"):
Tor. ('D nr dnkansls) on which the SOPT\VARF residn may contain several copies of the SERVER SOFT\VARF. w,h of which
,, oongl,I,Wr rash Inherent np"atmg')arms. Ynu may install the SERVER SOFTWARE for use of only ona of those operas.
...g... cone a, nn given time 1'Ou may install one coy) of the SERVER SOFTWARE nn a ""Ale conlyuler (the comyumr rum
mnq the SERVER SOFTWARE shall be referred to as Ihr "SERVER'). You may insall the CLIENT 101-IWARE only Oe cam.
Purr" or rvurksu,tms equal to the number of 0cnI Liunses III you have a(quir Id and dasign.nCd fur uec uaclmivtly with
in, Sf.R\'ER. The number Of authnr¢ed liaises Is.hown or IF' I.ic<nsing Disk acconrpwrying tor, SOF T iARE If you Arsir, m ooe,ae ,he ....Other of (:&nr "arput ,.....reined so. h... aces. to, nt mhrnwne udbu the s,nl.n of the SERVER
.0u 1 ...... hall adde.mml (.horn, I. "ter.. ER M.
if. COPYRIGHT. the SOFM'.9RE .r nw..c,l Iry Cumpul ink and a Prote,eed by V..fired stairs topyfgM laws ,col unana,
u.. n,l rut) pronmms. YOn mull tau. Ihr SOF N'ARE like any Other ropy,%hlcd matrrul recept vuu rmv humll the SOFT-
WARFn taa single.mnpurrr pru.iJrJ you keep the onm gal achy for backup of archival pm posts. You may pool copy the po.rud nularh ,a ompanymg the SOFTWARE
111. OTHER RESTRICT101,15. YOu uuy'I... mbh,rnse, assigl,, lra.l, am Or Ins, the 50 WA kf.hin you M,, umuler the
1OI'1'NAE,-I'daaoOlpanvmg rvlinn, ..,ern uls onapu.narem buts, pin+'lied yin. ,,tin m .. rnpws .Ind ,hermprt.r agree,
w Ihr lams u1 this agreo,O,M You may rim ..uaa engineer, de ... mpdw. Ahnsrnt Me, Or ,cam Ain win.... r.mk, li...I, the
ML IW\HF
IV. [IMITATION OF WARRANTY ON MEDIA. 1 he mrvlu trot SOFTstARL) a w,u r...cad still, OIIgIIt,tl yu,,h.,C,
,gnna lief"" .n rcatenal and ww kmanship fur a Pmtod ..f three (3) nsmnof hurl the date ul original Potchue. Detective
toed., rvd) Is, r,placed when .I .s mlurned Postage yrCatd with a Cup) of the purchase receipt to Compulink.
V. LIMITATION OF LIABILI Ity. Under no or<umslauces end under no legal Ihw'l', loft, Contract, o, olhCeYO,,, >hall
(urnyub..k, ns .ppl.... Or "I'llers for Babb m no or any other person for any indirect, special, in<idtiod, or consequential
damages ,hallorver (including, wnhuut hillitalion, dauuges for loss of business Profits, business interruption, loss of business
mlmm,non. or con other p"uniary loss) arising our of the use or inability to use the SOFTWARE. or provision of or failmr to
Prm.d, su Pporl saviors even d Compulink has been advised of the possibility of such damages. In no eve no -Ill Compulink
IF, habit fur any damages,, urea, of the mnnunt Compulink received from quo for a license to lore SOFTWARE.
VI. U.S. GOVERNMENT RESTRICTED RIGHTS. Use duplication, or disclosure by the Listed Stares Govelrull is sub.
,,,I to «sur1.... n a sin for in FAR 52,227.14 (June 1987), Alternate III(g)(1)(Iune1987). FAR 52.227. 19 (June ;9871. or
DFAkS 52.227.7013 (0(1)(r)(lun, 1988), as applicable. Conba(tnffM)nrficlucif is Compuink Morugem,ot Center, Inc,
3545 Long Beach Blvd., Long Beach, California 90807.
Vll. GENERAL If any provision of the agrecmnn a found In be unlawful, void, tar tan'-foncestsk, then has provision shall
hr scvrmd ham dos agreemem ntd will viol affect the validity and eillor<eabihry of aM, of the c m,of...A provisions.
Th., Iruue agreement contains rhr sole and c1sh"`< agrCemenl between You and Compulink relating to ns orb)cn statter. It
hill nil be modified or amended in any sway by any Purchase order of other docwnrm issued by you, bw may be amersded
only by a Writing signed by both you and Compulink and spenfiully retelling to it.
this agacmrot rvdl be governed and <onstru<d by be Laws of the Stain of Cali/ornia. <xreyl Ill that trolly of the bw dtiltn
wish ion Ora' of brv. l he headings air for co.Ocirencc Only and are not to be used to Interpol, this:rgrocmenr of
Shooed you have any questiom,nn,uoinghis agreem"rq Or T you deal,, to m..ua Compulink for any Calm,, plea, wdtr:
C rimy o cook Manage.nen, Ceoler. Inc , 3545 Long Bench Blvd . Lung Bodt Callfrr Ia 90807. U.S A.
V 1993 2W2 Compulink Managunent Center Inc.
2004-232
Systems, tnc
330 North D Street Suite 125 San Bernardino CA 92401 Tel. (909) 889-5060 Fax (909) 889-0605
Imagine Systems, Inc.
Imaging System Clients
Software. Iardware & Consulting Services Clients
Century 21/Lois Lauer Realty
1998 Orange Tree Lane
Redlands, CA 92374
Tel:909-748-7052
G/M Business Interiors (Gofoth & Marti)
234 North D Street
San Bernardino, CA 92401
Tel:909-884-1863
Banshee Construction
1600 E. Steel Road
Colton, CA 92324
Tel:909-824-0393
Consulting Services Only Clients:
City of Anaheim
200 S. Anaheim Blvd.
Anaheim, CA 92805
Hardware Services Only:
City of San Bemardino
Police Department
710 North D Street
San Bemardino, CA 92401
http:Hwww.
2004-232
CITY OF SAN BERNARDINO
BUSINESS REGISTRATION CERTIFICATE
ACCOUNT
NUMBER
29534
DATE PAID
03/22/2004
OWNER. FIRM OR
CORPORATION
This ffustnem Regunmon Centfue Aces nor ndgae the legal opemion of ing businm a it. bcuion. Other approvLs by odrer City
Aepanmenrs, such re De.doprrwm scan o rroy be required n,, Cmif ue e, Issued wallwm verificuion thal the cmificve .s sable, m or
eaarp hom hben"'es by the Stare of Cabloperm
BF.MEWdI,. the 8.—, Owner u responubb, for tinily renewal. Nor rtteivmg a renewal trot' for any ne'.. Aces . relgvn
responsibility for timelywyment. Irrrol pead within 30 Aaye of the eepverian due shown, a 5W pmehy will be ir,yoseA.
BUSINESS CLASS: COMPUTERS/DATA PROCESSIN( EXPIRATION DATE
NOTES: 6/1/2004
BUSINESS LOCATION: 330 N D ST STE 125
JOHN C EASLEY
BUSINESS NAME IMAGINE SYSTEMS
ATTENTION
MAILING ADDRESS 330 N D ST STE 125
SAN BERNARDINO, CA, 92401.1524
Rachel G. Clark
CITY CLERK
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2004-232
LASERFICHE SOFTWARE AND HARDWARE AGREEMENT
Identification of the Parties: This Agreement is made between the City of San
Bernardino (the "Customer") with a principal place of business at 300 North
D Street, San Bernardino, CA 92418, and Imagine Systems, Inc. (the
Provider) with a principal place of business at 330 North D Street, Suite 125,
San Bernardino, CA 92401.
2. Purpose of Agreement: Customer desires to retain Provider as an independent
contractor to provide sales and services in relation to the Customer's
acquisition of LaserFiche software, and related hardware. Provider is ready,
willing and able to provide the services needed by the Customer, and agrees to
do so under the terms and conditions set forth in this Agreement.
Accordingly, the parties agree as follows:
3. Software: Customer desires to purchase LaserFiche software from Provider.
Provider is an authorized reseller of LaserFiche software, which is
manufactured by Compulink Management Center, Inc. ("Compulink").
Compulink shall be providing implementation and training on all the Agenda,
WorkFIow and Audit Trail Software. Any and all services provided by
Compulink are not subject to this Agreement. Estimated costs for those
services are contained in Provider's Proposal which is incorporated herein by
reference as Exhibit "l".
4. Hardware: Customer desires to utilize the services of Provider to provide
hardware sales and support in relation to the implementation of the LaserFiche
program.
The installation of all hardware includes four (4) hours of service at no charge.
All additional service related fees will be billed as set forth in Exhibit "I".
5. Training: Provider shall provide training in the use of the LaserFiche software
pursuant to the training schedule set forth in Exhibit "1". Provider shall
provide a total of ten (10) hours of training at no charge. Additional training,
if needed, would be billed at a rate of $100.00 per hour.
6. Fees: Fees and Costs associated with the purchase of the LaserFiche software
and related hardware for this project are contained within Exhibits "1"
No additional fees and costs are anticipated, however, if additional integration
and customization of the software is needed, over and above what is included
in Exhibit "1", they shall be billed at $125.00 per hour.
All purchases and requests for services outside the normal scope of this
Agreement shall first be approved by an authorized representative of the City
of San Bernardino.
2004-232
Delivery: Delivery of all items shall be effectuated pursuant to the delivery
schedule contained within Exhibit "1 ". Provider shall strive to the best of its
ability to work within this delivery schedule. However, since all hardware
and software is being provided by a third party, Provider has no control of
said items actual delivery date. Any delay in delivery of hardware and/or
software will have a direct effect on the actual completion of the project.
Provider shall be relieved of all responsibility for any delay in delivery that is
not directly related to its own error.
8. Payment:
A Payment Schedule is attached here to as Exhibit "2", and is incorporated
herein by this reference.
9. Late Fees:
Late payments by Customer shall be subject to late penalty fees of 10% per
annum from the due date until the amount is paid, unless an invoice includes
disputed amounts, at which time extensions for payment may be granted until
said dispute is resolved.
10. Materials
Customer shall make available to Provider, at Customer's expense, the
following materials: access as needed to all IT related equipment that may be
needed in relation to the installation of the LaserFiche document imaging
program, including access to workstations, scanners, etc that will tie into the
LaserFiche system.
11. Changes in Project Scope:
If at any time following acceptance of the terms of this Agreement by
Customer, Customer should desire a change in Provider's performance under
this Agreement, Customer shall submit to Provider a written proposal
specifying the desired changes.
Provider will evaluate each such proposal at its standard rates and charges.
Provider shall submit to Customer a written response to each such proposal
within ten (10) working days following receipt thereof. Provider's written
response shall include a statement of the availability of Provider's personnel
and resources, as well as any impact the proposed changes will have on the
contract price, delivery dates of warranty provisions of this Agreement.
For purposes of this Agreement, each Modification Agreement duly
authorized in writing by Customer and Provider shall be deemed incorporated
into and made part of this Agreement. Each such Modification Agreement
shall constitute a formal change to this Agreement adjusting fees and
completion dates as finally agreed upon.
2004-232
12. Delays:
Provider shall use all reasonable efforts to deliver the services on schedule.
Any delay or nonperformance of any provision of this Agreement caused by
conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement, provided that the delayed party has
taken reasonable measures to notify the other of the delay. The delayed
parry's time for performance shall be deemed to be extended for a period
equal to the duration of the conditions beyond its control.
Conditions beyond a party's reasonable control include, but are not limited to,
natural disasters, acts of government after the date of the Agreement, power
failure, fire, flood, acts of God, labor disputes, riots, acts of war and
epidemics.
Any delay caused by the failure of Customer to submit material, shall act as
an extension or time in which Provider has to complete this Agreement. Said
failure on the part of Customer shall also be deemed a condition beyond the
control of Provider.
13. Limitation of Provider's Liability to Customer:
(a) In no event shall Provider be liable to Customer for lost profits of
Customer, or special or consequential damages, even if Provider has been
advised of the possibility of such damages.
(b) Provider's total liability under this Agreement for damages, costs and
expenses, regardless of cause, shall not exceed the total amount of fees
paid to Provider by Customer under this Agreement.
(c) Provider shall not be liable for any claim or demand made against
Customer by any third party except to the extent such claim or demand
relates to copyright, trade secret or other proprietary rights.
(d) Customer shall indemnify Provider against all claims, liabilities and costs,
including reasonable attorney fees, of defending any third party claim or
suit arising out of the use of the services provided under this Agreement,
other than for infringement of intellectual property rights. Provider shall
promptly notify Customer in writing of any third party claim or suit and
Customer shall have the right to fully control the defense and any
settlement of such claim or suit.
(e) Provider agrees to protect and indemnify, and save the Customer, its
agents, officials, employees, or any firm, company, organization, or
individual to whom the Customer may be contracted harmless from and
against any and all claims, demands, actions, and causes of action (the
"Indemnified Matters"), which may arise on account of illness, disease,
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loss of property, services, wages, death or personal injuries resulting from
Provider's negligence or willful misconduct in the performance of the
services hereunder; provided, however, that IN NO EVENT SHALL
PROVIDER BE LIABLE FOR ANY LOSS OR DAMAGES
RESULTING FROM THE OPERATION, DELAY OR FAILURE OF
SOFTWARE OR EQUIPMENT PROVIDED BY PROVIDER OR FOR
THE ACCURACY OR COMPLETENESS OF DATA, AND UNDER NO
CIRCUMSTANCES SHALL PROVIDER BE LIABLE FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES. Provider agrees to
further indemnify the Customer for all reasonable expenses and attorney's
fees incurred by Customer in connection with the Indemnified Matters.
14. Confidentiality:
Provider acknowledges that the hardware and software owned by Customer is
Customer's sole and exclusive property. Provider shall treat the information
obtained while servicing said hardware on a confidential basis and shall not, at
any time, disclose the information contained on said hardware or supporting
documentation to any other person, firm, organization or employee who does
not need to obtain access thereto consistent with Customer's rights under this
Agreement. Provider shall devote its reasonable best efforts to ensure that all
persons afforded access to the Customer's hardware and supporting
documentation protect Customer's information against unauthorized use,
dissemination or disclosure.
15. Term of Agreement:
This Agreement commences on the date it is executed and shall continue until
the project is completed, or for one (1) year, whichever comes first, or until
earlier terminated by one party under the terms of this Agreement. Customer
has the option of extending said Agreement for periods of one (1) year.
Actual option year pricing shall be negotiated between the parties to this
Agreement prior to exercising any given option year. Option years shall only
become effective upon issuance by the Customer of a valid purchase order.
16. Failure to Perform
Failure of Provider to commence and complete the work within a reasonable
time may result in the Agreement being terminated by the City.
17. Termination of Agreement:
Provider and/or Customer shall have the right to terminate this Agreement by
written notice to the other party at any time provided said party provides 30
days written notice to the other party of said intent to terminate this
Agreement.
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18. Payment Upon Termination
In the event of termination of this Agreement, the Customer shall pay to
Provider as full payment of services performed that amount which has been
previously approved and actually incurred by the Provider at the time of
receipt of notice of termination, which amount shall not exceed the reasonable
value of the work completed according to the Proposal attached hereto.
19. Provider an Independent Contractor:
Provider is an independent contractor, and neither Provider nor Provider's
staff is, or shall be deemed, Customer's employees. In its capacity as an
independent contractor, Provider agrees and represents, and Customer agrees,
as follows:
(a) Provider has the right to perform services for others during the term of this
Agreement subject to noncompetition provisions set out in this
Agreement, if any.
(b) Provider has the sole right to control and direct the means, manner and
method by which the services required by this Agreement will be
performed.
(c) Provider has the right to perform the services required by this Agreement
at any place or location and at such times as Provider may determine.
However, Provider shall provide service whenever possible during normal
business hours.
Standard response times will depend on the nature of the service related
problem, and usual response times range from within four (4) hours, to
same day, or next business day, from the time a service call is requested.
Some service requests may also be handled immediately via telephone
support.
(d) Provider will furnish all equipment and materials used to provide the
services required by this Agreement, except to the extent that Provider's
work must be performed on or with Customer's computer or existing
software.
(e) The services required by this Agreement shall be performed by Provider,
or Provider's staff, and Customer shall not be required to hire, supervise or
pay any assistants to help Provider.
(f) Provider is responsible for paying all ordinary and necessary expenses of
its staff.
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(g) Neither Provider nor Provider's staff shall receive any training from
Customer in the professional skills necessary to perform the services
required by this Agreement.
(h) Neither Provider nor Provider's staff shall be required to devote full-time
to the performance of the services required by this Agreement.
(i) Customer shall not provide insurance coverage of any kind for Provider or
Provider's staff.
Provider shall maintain the following types of insurance with limits as
shown:
a. Workers Compensation as required by the laws of the State of
California, including Employment Liability with $250,000 limits
covering all persons providing service on behalf of Provider and all
risks to such persons under this Agreement.
b. Comprehensive General and Automobile Liability Insurance
coverage to include contractual coverage and automobile coverage
for owned, hired and non -owned vehicles. The policy shall have at
least a combined single limit of $1,000,000.00 for body and
property damage.
C. Provider shall furnish certificates of insurance and certified copies
of all policies and endorsements to the Customer evidencing the
insurance coverage above required prior to the commencement of
performance of services hereunder, which certificate shall provide
that such insurance shall not be terminated or expire without thirty
(30) days written notice to the Customer, and shall maintain such
insurance from the time Provider commences performance of
service hereunder until the completion of such services.
All policies, with respect to the insurance coverage above required,
except for the Workers Compensation insurance coverage and
professional liability coverage, if applicable, shall obtain additional
endorsements naming the City of San Bernardino and all parties
represented under this Agreement, their employees, agents,
volunteers and officers as additional named insured with respect to
liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing
with any insurance or self-insurance programs carried or
administered by the City of San Bernardino or other parties
represented under this Agreement.
(j) Customer shall not withhold from Provider's compensation any amount
that would normally be withheld from the employee's pay.
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(k) Provider shall provide qualified staff to perform the services required
under this Agreement.
20. Non -Solicitation of Employees:
Both parties to this Agreement agree not to knowingly hire or solicit either
party's employees during performance of this Agreement and for a period of
six (6) months after termination of this Agreement without the other parties
written consent.
21. Mediation:
If a dispute arises under this Agreement, the parties agree to first try to resolve
the dispute with the help of a mutually agreed -upon mediator in the following
location:
San Bernardino County, California. Any costs and fees other than attorney
fees associated with the mediation shall be shared equally by the parties.
22. Attorney Fees:
If any legal action is necessary to enforce this Agreement, the prevailing party
shall be entitled to reasonable attorney fees, costs and expenses.
The costs, salary and expenses of the City Attorney, and members of his
office in enforcing this contract on behalf of the City shall be considered as
"attorney's fees" for the purposes of this contract.
23. General Provisions:
(a) Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This
Agreement supersedes all prior understandings, agreements and
documentation relating to such subject matter. In the event of a conflict
between the provisions of the main body of the Agreement and any
attached exhibits, appendices or other materials, the Agreement shall take
precedence.
(b) Modifications to Agreement: Modifications and amendments to this
Agreement, including any exhibit or appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representatives of
both parties.
(c) Applicable law: This Agreement will be governed by the laws of the State
of California.
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(d) Notices: All notices and other communications given in connection with
this Agreement shall be in writing and shall be deemed given as follows:
When delivered personally to the recipient's address as appearing in the
introductory paragraph to this Agreement;
Three days after being deposited in the United States mails, postage
prepaid to the recipient's address as appearing in the introductory
paragraph to this Agreement, or
When sent by fax to telex to the last fax or telex number of the recipient
known to the party giving notice. Notice is effective upon receipt
provided that a duplicate copy of the notice is promptly given by first-
class or certified mail, or the recipient delivers a written confirmation of
receipt.
Any party may change its address appearing in the introductory paragraph to
this Agreement by giving notice of the change in accordance with this
paragraph.
(e) No Agency: Nothing contained herein will be construed as creating any
agency, partnership, joint venture or other form of joint enterprise between
the parties.
24. Signatures:
Each party represents and warrants that on this date they are duly authorized
to bind their respective principals by their signatures below.
Customer: Cl OF SAN BEPARDINO
By:
(signature)
Esther Estrada
(typed or printed name)
Title: Mavor Pro Tem
Date: " I 22
2004-232
Dev
Title: Business Development Manager
Date: Jim, 2004
2004-232
Exhibit ' '
Payment Schedule
Hardware - Payment is due upon delivery, utilizing the City's current payment
schedule of payment within 30 days of receipt of an invoice.
Software - Applies only to software purchased directly from Imagine Systems.
Payment of'h of the total software costs upon completion of training of all
required staff as provided for under this Agreement.
ID Payment of the remaining 'h of software costs within 30 days subsequent to
the completion of training and contingent upon acceptance by the City of all
software. The City shall not withhold acceptance arbitrarily as long as
Imagine has preformed as specified under the terms of the Agreement and
Proposal.
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