HomeMy WebLinkAbout2001-351
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2001-351
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF A CONTRACT IN THE AMOUNT OF $391,207 WITH ICI
SOLUTIONS OF CHANDLER, ARIZONA TO PROVIDE UPGRADED HARDWARE
AND REPLACEMENT SOFTWARE FOR THE POLICE DEPARTMENT'S
DOCUMENT IMAGING SYSTEM,
SECTION I:
The Mayor and Common Council of the City of San Bernardino hereby
authorize the Mayor to execute a contract in the amount of $391,207 with ICI Solutions of
Chandler, Arizona to provide upgraded hardware and replacement software for the Police
Department's document imaging system.
SECTION 2:
The authorization to execute the above mentioned contract is rescinded if
not signed within 120 days of the passage of this resolution.
1/1
//1
/11
/11
/11
11/
/11
/11
/11
2001-351
1
2
3
4
5
6
7
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION A CONTRACT IN THE AMOUNT OF $391,207 WITH ICI SOLUTIONS
OF CHANDLER, ARIZONA TO PROVIDE UPGRADED HARDWARE AND
REPLACEMENT SOFTWARE FOR THE POLICE DEPARTMENT'S DOCUMENT
IMAGING SYSTEM,
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a joint regulanneeting thereof, held on
8 the 19th day of November
,2001, by the following vote, to wit:
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Council Members
Ayes Nays Abstain Absent
x
~
x
x
~
--X----
X
X
ESTRADA
LIEN
McGINNIS
SCHNETZ
SUAREZ
ANDERSON
McCAMMACK
~f!;~~~ ~~
The foregoing resolution is hereby approved this ;)/ day of November, 2001.
:~~;:
/
Frank Schnetz, Ma or Pro Tem
City of San Bernardino
Approved as to form and legal content:
James F. Penman, City Attorney
BY:~t, p~
o
2001-351
PURCHASE, LICENSE AND SERVICE AGREEMENT
by and between
ICI Solutions.
and
City of San Bernardino
AGREEMENT NUMBER:
THIS PURCHASE, LICENSE AND SERVICE AGREEMENT ("Agreement") is entered
into by and between City of San Bernardino Police ("Client"), having prinCipal offices at
300 North "D" Street, San Bernardino, CA 92418-0001 and ICI Solutions. ("the
Company"), a California Corporation.
SCOPE
This Agreement sets forth the terms and conditions upon which the Company will
provide to Client the equipment (the "Equipment"), software ("Software") and services
(the "Services") more fully described on Schedule A (collectively, the "Project").
Unless otherwise agreed to in writing by Client and the Company, if any printed term or
condition contained in any purchase order or other form used by Client to order
(products or services) pursuant to this Agreement, or in any acknowledgment or other
form used by Client is inconsistent with any term or condition contained herein, the
provisions hereof shall apply and take precedence.
NOW, THEREFORE, the parties hereby agree as follows:
1. Affiliates. All references to Client in this Agreement, unless specified otherwise,
shall include Client, or any affiliate or subsidiary of that organization.
2. Orders. Orders ("Orders") for Equipment, Software, or Services must be in writing
and shall specify a purchase order number, the Equipment, Software or Services to
ICI SOLUTIONS PLSA 8/01
Confidential
-,-
11/16101
be purchased or licensed, the quantities, and the desired delivery location. Orders
will be subject to acceptance by the Company. Concurrently herewith, the Client has
delivered to the Company, and the Company has accepted an Order for the Project.
3. Description and Terms. This Agreement establishes the basic terms pursuant to
which the Company shall provide the Equipment, Software and Services to Client.
These terms and conditions can only be varied in writing signed by both parties.
a) Prices. Prices for Equipment and Software shall be the prices specified in
Schedule A attached hereto and incorporated herein by reference.
b) Descriptions of services shall be specified in the Statement of Work in Schedule
B attached hereto and incorporated herein by reference.
c) Prices for Support Services are described in Schedule C attached hereto and
incorporated herein by reference.
d) The general terms and conditions for Maintenance Services are specified in
Schedule D attached hereto and incorporated herein by reference.
e) Prices are exclusive of sales tax that the Company will itemize separately and
Client shall pay. Unless otherwise specified on Schedule B, prices for Equipment
and Software will be exclusive of delivery and installation charges. Unless
otherwise specified on Schedule B, prices for professional services will be
exclusive of travel and travel related expenses.
f) The Milestone and Payment schedule are included in the SOW in Schedule B.
4. Deliverv. Title and Risk of Loss. Upon Acceptance by the Client at the OIC, the
Company shall ship the Equipment and Software to Client's location, where the
Company will install the System. All Equipment and Software shall be considered
delivered to the Client, FOB origin at OIC, upon transfer to either a common carrier
or the Client. The Company will ship all Equipment and Software (transportation
prepaid) and will then invoice the Client separately for related transportation costs.
In the absence of prior shipping instructions, the Company will select the carrier on
behalf of the Client, but shall not assume any liability for shipment, nor shall the
carrier be construed to be an agent of the Company. Risk of loss for all Equipment
and Software shall pass to customer upon delivery by the Company to the carrier.
Title to the Equipment and Software shall pass upon receipt of payment in full.
5. Pavments. Client shall pay the price for the Equipment, Software or Services within
ten (10) days of each invoice date, the timing of which is described on Schedule B
hereto. All payments must reference the Client Number shown at the top of this
Agreement and must be sent to the address specified on the invoice.
6. Late charges may be charged at one and one-half percent (1 %%) per month (18
percent per annum), or the maximum legal rate if lower, on all amounts not paid by
the due date of invoice. The assessment and acceptance of any late charge shall
not be construed as a waiver by the Company of its rights with respect to the default
ICI SOLUTIONS PLSA 8/01
Confidential
-2-
11/16/01
I '
giving rise to such payment, and shall not affect any of the Company's rights under
this Agreement or its remedies at law.
7. Installation. Client shall have the installation site prepared prior to the scheduled
installation date or the arrival of the Company personnel, including all power
supplies and other environmental requirements to enable the Equipment.
8. Documentation. For each item of Equipment or Software acquired, the Company
shall supply Client with one set of documentation the Company normally furnishes
with that Equipment or Software. Client may make copies of all documentation for
Client's internal use as limited by law.
9. Software License. Client acknowledges that the Software will be licensed or
sublicensed as appropriate to Client by The Company ("ICI") pursuant to the
Software License Agreement attached as Schedule E. The parties acknowledge that
ICI Solutions is a third party beneficiary hereof.
9. Warranty.
a) Eauioment. Client acknowledges that the Company hereby passes through to
Client all applicable manufacturers' warranties for the Equipment.
b) Software and Firmware Products. Client acknowledges that the Company
hereby passes through to Client all applicable Software manufacturers'
warranties for said Software or firmware. Additional warranties of ICI are set
forth in the License Agreement.
c) Limitation of Warranty. The foregoing warranties shall not apply to defects
resulting from (1) improper maintenance by Client or any third party, or (2)
unauthorized modification or misuse by Client or any third party. THIS
LIMITATION OF WARRANTY INCLUDES, BUT IS NOT LIMITED TO, A
DISCLAIMER OF ANY LIABILITY ARISING FROM "YEAR 2000" ("Y2K")
PROBLEMS WITH GOODS OR SERVICES PROVIDED BY THE COMPANY
HEREUNDER, THE LIABILITY OF THE COMPANY, IF ANY, ARISING OUT
OF, OR IN ANY WAY RELATED TO THE PERFORMANCE OF THIS
AGREEMENT OR ANY ADDENDUM HERETO SHALL NOT EXCEED THE
AMOUNT PAID TO THE COMPANY BY CUSTOMER FOR THE SPECIFIC
GOODS OR SERVICES AT ISSUE. THE WARRANTY PROVIDED HEREIN IS
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, OR ANY OTHER IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES THROUGH COURSE OF
DEALING OR USAGE OF TRADE.
d) Place of Performance. Within the United States, the warranty service for
Equipment, Software or firmware shall be performed at Client's premises or at
such other location as specified by the applicable manufacturer. The Equipment
or Software sold pursuant to this Agreement is not for export. The Company
ICI SOLUTIONS PLSA 8/01
Confidential
-3-
11/16/01
assumes no liability whatsoever for any damages arising out of the use of the
Equipment or Software outside of the United States.
e) Warranty Period. The warranty period commences on the date of delivery of the
Equipment or Software. On-site warranty, if provided by the applicable
manufacturer, shall be in force for the duration of said manufacturer's warranty
period. Carry-in warranty shall be in force for such longer period, if any, as the
Company or the manufacturer shall provide.
f) Survival. The provisions of this Article shall survive termination of this
Agreement.
1 O.lnfrinaement Indemnification.
a) The Company shall, at its sole expense, indemnify, hold harmless, and defend
Client from all loss, expense, or damage arising out of a claim that any Software
furnished under this Agreement infringes a U.S. patent, copyright, trade secret,
or other proprietary right. The Company shall pay all damages and costs
including attorneys' fees finally awarded by a court of competent jurisdiction
against Client in any suit, proceeding, or settlement.
b) In the event an injunction restricting Client's use of Equipment or Software is
issued, the Company shall have the option to provide Client with (1) the properly
authorized right to continue using the Equipment or Software; or (2) a non-
infringing, functionally equivalent, replacement or modification thereof; or, if
unable to do (1) or (2), then (3) a refund of the price paid to the Company for
such Equipment or Software, in which case Client shall return the Equipment or
Software to the Company.
11. Protection. All Software provided hereunder is licensed under the License
Agreement for use on a single enterprise's CPU or multiple CPUs as specified in
such License Agreement, and may not be copied except as may be necessary for
use or for backup. Client shall take all reasonable steps to preserve the
confidentiality of the Company's trade secrets and proprietary information.
12. Confidentiality.
a) The Client and Company acknowledges that it may, in the course of performing
its responsibilities under this Agreement, be exposed to or acquire information
which is proprietary to or confidential to either Client or Company. The Client
and the Company agrees to hold such information in strict confidence and not to
disclose such information for any purpose whatsoever other than the
performance of its obligations as contemplated by this Agreement and to advise
each of its employees who may be exposed to such proprietary and confidential
information of his or her obligation to keep such information confidential.
b) The Company agrees that it will not breach, or attempt to breach, any of Client's
computer security systems, or obtain, or attempt to obtain, access to any
programs or data other than those which it has been given access by Client in
writing. In the event that a Company employee should obtain, or attempt to
obtain, access to any such programs or data, the Company shall promptly notify
ICI SOLUTIONS PLSA 8/01
Confidential
-4-
11/16/01
I .
Client of such fact, and will not, in any manner whatsoever, use such programs
or data as might be obtained, or disclose them to any third party. Furthermore,
the Company agrees to keep confidential all information obtained by it in
consequence of its utilizing Client's systems. Such information includes, without
limitation, information relating to Client's research, business operations and
customers.
c) Any obligation in this Confidentiality clause does not apply to any information
which:
i) is or becomes known publicly through no fault of the Company;
ii) is already known to the Company, except as listed or specified in writing
by the Company as being the subject of previous discussions between Client
and the Company regarding proprietary information, and is so agreed by both
parties;
iii) is developed by or for the Company independent of activities under this
Agreement.
The provisions of this Article shall survive any termination of this Agreement.
13. Force Maieure. Neither party shall be responsible for any failure to comply with or
for any delay in the performance of these terms and conditions where such failure or
delay is caused by events beyond the control of the party sought to be charged. If
the Company, however, for any reason within or outside its control, fails to perform
any part of an Order by the date specified, Client, in addition to any other rights and
remedies it may have, shall have the option of specifying a later date for
performance, or upon written notice to the Company of terminating or canceling the
entire Order or any part of the Order without liability with respect to any portion of the
Order not completed. The Company shall notify Client in writing promptly of any
actual or potential delay.
14. Conduct Indemnitv.
a) The Company shall indemnify, hold harmless and defend Client, its officers,
agents and employees from all damages and liability, including attorney's fees,
arising out of the Company's acts or omissions pursuant to this Agreement.
Client shall indemnify, hold harmless and defend the Company, its officers,
agents and employees from all damages and liability, including attorney's fees,
that arise out of, or result from, any alleged act, omission or misrepresentation
caused solely by Client, its agents or employees.
b) If the Company work hereunder involves operations by the Company on the
premises of Client or one of its customers, the Company shall take all necessary
precautions to assure that the work is carried out in a safe and proper manner
and shall indemnify Client against all damages which may be incurred in
connection with such work. The Company shall also maintain such public
ICI SOLUTIONS PLSA 8/01
Confidential
-5-
11/16/01
liability, property damage and employee's liability and compensation insurance
as will protect Client from risk and from any claims under applicable Workers
Compensation and Occupational Diseases Acts, including, without limitation, the
following policies:
i) Workers Compensation and Employers Liability Insurance which shall fully
comply with the statutory requirements of all state laws as well as federal
laws which may be applicable. Employers Liability shall be $100,000 per
person, per occurrence.
Ii) Comprehensive General Public Liability and Property Damage Insurance
with a combined single limit of $1 ,000,000 for injuries or deaths or property
damage arising out of an occurrence.
Hi) Under the Company's acceptance of this Agreement, the Company shall
furnish to Client, if requested, a certificate of insurance which certifies that
such policies are in full force and effect for Client's benefit. The Company
agrees that such insurance will not be canceled nor materially changed
without Client's prior written consent.
15. Limitation of Liabilitv. Except as provided under the provisions of "Warranty",
"Infringement Indemnification", and "Conduct Indemnity" above, neither party shall
be liable for any loss of profit or for other consequential or indirect damages arising
out of any breach of this Agreement. CLIENT FURTHER UNDERSTANDS THAT
THE COMPANY SHALL NOT UNDER ANY CIRCUMSTANCES BE RESPONSIBLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, INTERRUPTION OF SERVICE, LOSS OF DATA, OR LOSS OF
PROFITS, TIME, OR BUSINESS.
16. Notices. Any notice required or permitted to be given hereunder shall be in writing
and mailed to the parties at the following addresses or to such other address as
either party may substitute by written notice to the other.
a) If to Client:
San Bernardino Police Department
<<Add Appropriate Contact and Address>>
b) If to the Company: ICI SOLUTIONS, INC.
David Law
5883 Eden Park Place
San Jose, CA 95138
17. Compliance with Laws. The Company shall comply, and shall cause all Equipment
and Services furnished hereunder to comply, with all applicable federal, state and
ICI SOLUTIONS PLSA 8/01
Confidential
-6-
11/16101
local laws, rules, regulations and standards including, without limitation, provisions of
the Equal Opportunity Clause contained in Section 202 of Executive Order 1236 of
September 24, 1965, as amended (which Executive Order is incorporated herein by
reference) and the provisions of the Occupational Safety and Health Act of 1970
(OSHA) and the standards and regulations issued thereunder and amendments
thereof; and the Company shall certify, in writing, such compliance at Client's
request.
18. Bankruotcv. If any proceeding in bankruptcy or for reorganization shall be filed by
either party hereto, or if an involuntary case in bankruptcy or for reorganization shall
be filed against either party and shall not have been dismissed within 60 days of the
filing thereof, or if a receiver should be appointed for either party or the property of
either party and such receiver shall not have been dismissed within 60 days from the
date of his appointment, or if either party shall admit in writing its inability to meet its
debts as they mature, then in any event, the other party hereto shall have the right,
at its option, to cancel and terminate this Agreement.
19.Assionment. Any assignment or attempted assignment by either party, in whole or
in part, of its obligations herein or of its performance under this Agreement, without
the other party's prior express written consent, shall be null and void, However, the
Company may, without notice to Client, subcontract any or all of its service and
support obligations hereunder to one or more qualified affiliates, subsidiaries or
independently owned and managed franchisees, but this shall not relieve the
Company of its responsibilities under this Agreement.
20. Publicitv. The Company shall not use Client's (or any Client's affiliate's) name or
trademark, or refer to this Agreement, in any advertisement or promotional material,
without Client's prior written consent.
21. Governino Law. This Agreement shall be governed by, interpreted, and construed in
accordance with, the laws of the State of California without reference to the body of
law controlling conflicts of law. In the event of any litigation, the prevailing party shall
be awarded its reasonable attorney's fees and other direct costs associated with the
litigation. Venue of any action brought hereunder shall be exclusively in the County
of San Bernardion.
22. Headinos. Headings used in this Agreement are for reference purposes only and
shall not be considered in construing this Agreement.
23. General Terms.
a) The failure of either party to exercise any of its rights hereunder shall not
constitute or be deemed a waiver or forfeiture of such rights nor shall it preclude
the future exercise of such rights.
b) Client certifies that all purchases made pursuant to this Agreement are for its
own use and not for resale or sublicense.
ICI SOLUTIONS PLSA 8/01
Confidential
-7-
11/16101
24. Complete Aareement. This Agreement is the complete and exclusive statement of
agreement between the parties. It supersedes all prior agreements and
understandings, both oral and written, with respect to the subject matter hereof.
SAN BERNARDINO POLICE DEPARTMENT
ICI SOLUTIONS, INC.
By
By: David Law
Title:
Title: President & CEO
Date: 10/1/2001
Date: 10/01/2001
ICI SOLUTIONS PLSA 8101
Confidential
-8-
11/16101
I .
Schedule A
[Description of Project, including Equipment, Software, and Services]
Integration Totals - Purchase
Svstem Comoonents'
Server Hardware:
Caoture Sub-Svstem
.r:::;"h.Tnt::ll"
Services ComDonents'
Desion & Confiauration:
lntearation &
Develooment &
.r:::;/Ih.T"t::lI'
Software Comoonents'
Database & O/S
FileNET Software:
Kofax Software:
OTG Gatical Storace:
.r:::;/Ih.Tnt::ll"
$67147.72
$19 R4R 71
~R~ QQfi 44
$25.20000
$49.050.00
$?A ~nO on
~1n? A1n nn
$7.455.53
$95456.00
$11.830.00
$1119900
'i:.1?Fi Qan ".4
Suoo/ies:
6-mo's Prorated
Trainina &
S~lIh_T(}t::l/'
Total 1st Year
$4395.50
$13815.00
$~4 47~ 00
'i:.~? fiR';; !=in
$368.432.47
$19174.43 7. 75% Rate
$3.600.00
$391206.90
Taxes:
Shinoina:
Purchase Total:
(Optional Hardware / Software / Services not included. Product and Pricing based upon
availability.)
Notes:
Prices include applicable sales tax, travel expenses or shipping
Pricing does not include network cabling requirements in customer facility
All pricing is subject to change pending customer confirmation of system design preferences
ICI SOLUTIONS PLSA 8/01
Confidential
-9-
09/21/01
Hardware
Part Number Description Vendor Qty. List Pric Unit Price Extended Price
FileNET Content SelVer (QIy) Subtotal $48,734.64
193706-001 PROLlANT DL380 P3/1 000 RM 128MB Ml HPLUG SVR Compaq 1 $3,270.79 $2,591.47 $2,591.47
Standard INTEGRATED SMART ARRAY CONTROLLER Compaq 1 $0.00 $0.00 $000
Standard 1.44 MB FLOPPY Compaq 1 $0.00 $0.00 $0.00
Standard HIGH SPEED IDE LOW PROFILE CD-ROM Compaq 1 $0.00 $0.00 $0.00
Standard 10/100 TX UTP NElWORK CONTROLLER Compaq 1 $0.00 $0.00 SO.OO
187602-B21 Pentium 1111000/256 processor Compaq 1 $799.00 $754.39 $754.39
128279-B21 512MB PC133 DIMM ML330-370 DL380 ML530 Compaq 2 $500.00 $472.08 $944.16
124992-B21 SMART ARRAY 5302 64 CONTROLLER Compaq 1 $1,399.00 $1,348.99 $1,348.99
161275-B21 HOT PLUG DRIVE CAGE UPG 4Xl1N PROLlANT Compaq 1 $542.20 $429.59 $429.59
188122-B22 18.2GB HD U160 SCSI HPLUG 3.5LP 1.00N 15000RPM Compaq 2 $957.13 $758.34 $1.51668
176498-B21 36.4GB HDWUSCI3 HPLUG 3.5LP LOIN 10K RPM Compaq 4 $1,758.90 $1,393.59 $5,57436
143397-001 HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380 Compaq 1 $406.35 $321.96 $321.96
230603-B21 3U STORAGE ENCLOSURE Compaq 1 $613.30 $485.92 $485.92
146196-B24 40/80DL T TO INT Compaq 1 $4,814.49 $3,814.55 $3,814.55
3C886A.US OfficeConnect@ 56K LAN Modem 3Com $289.77 $229.59 $229.59
AHA-2944UWAdaptec UltraiWlde SCSI Controller, Differential, PCI, 68M Connection, lAdaptec $450.00 $380.00 $380.00
Kit Channel, Internal SCSI Cable
S-68M50C-06 SCSI-3 68M-50C cable, 6 feet Cable $62.50 $62.50 $6250
Cll04M HP SureStore Optical 1200mx Jukebox with 1164 GB total capacity, 4HP $49,499.00 $30,280.48 $30,28048
multifunction drives, and slots for up to 128 WORM or rewritable disks.
blank disk included. User selectable single-ended or differential interface.
FileNET Workflo Server (QIy) Subtotal $4,902.18
193706-001 PROLlANT DL380 P3/1000 RM 128MB Ml HPLUG SVR Compaq 1 $3,270.79 $2,591.47 $2,591.47
Standard INTEGRATED SMART ARRAY CONTROLLER Compaq 1 $0.00 $0.00 $0.00
Standard 1.44 MB FLOPPY Compaq 1 $0.00 $0.00 $0.00
Standard HIGH SPEED IDE LOW PROFILE CD-ROM Compaq 1 $0.00 $0.00 $0.00
Standard 10/100 TX UTP NElWORK CONTROLLER Compaq 1 $0.00 $0.00 $0.00
128279-B21 512MB PC133 DIMM ML330-370 DL380 ML530 Compaq 1 $500.00 $472.08 $472.08
188122-B22 18.2GB HD U160 SCSI HPLUG 3.5LP 1.00N 15000RPM Compaq 2 $957.13 $758.34 $1,51668
143397-001 HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380 Compaq 1 $406.35 $321.96 $321.96
FileNET Web Server (QIy) Subtotal $4,902.18
193706-001 PROLlANT DL380 P3/1000 RM 128MB Ml HPLUG SVR Compaq 1 $3,270.79 $2,591.47 $2.591.47
Standard INTEGRATED SMART ARRAY CONTROLLER Compaq 1 $0.00 $0.00 $0.00
Standard 1.44 MB FLOPPY Compaq 1 $0.00 $0.00 $0.00
Standard HIGH SPEED IDE LOW PROFILE CD-ROM Compaq 1 $0.00 $0.00 $0.00
Standard 10/100TX UTP NElWORKCONTROLLER Compaq 1 $0.00 $0.00 $0.00
128279-B21 512MB PC133 DIMM ML330-370 DL380 ML530 Compaq 1 $500.00 $472.08 $472.08
188122-B22 18.2GB HD U160 SCSI HPLUG 3.5LP 1.01N 15000RPM Compaq 2 $957.13 $758.34 $1,51668
143397-001 HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380 Compaq 1 $40635 $321.96 $321.96
Rack Comoonents (QIy) Subtotal $8,354.38
120663-B22 RACK DELlV MODEL 9142 42U OPAL SHOCK PALLET Compaq 1 $1,745.80 $1,383.21 $1,383.21
ICI SOLUTIONS PLSA 8/01 -10- 09/21/01
Confidential
192186-001 R3000 XR NA LOW UPS Compaq 2 $2,024.14 $1.603.74 $3.207.48
217248-001 TFT5010R 151N LCD FLAT PANEL RM MON 2U Compaq 1 $1,371.00 $1,289.09 $1,289.09
158649-001 1 U RACK KEYBOARD WITH HOT KEYS & TRACKBALL Compaq 1 $184.70 $146.34 $146.34
338056-B21 RACK 1 U KEYBOARD DRAWER ALL COMPAQ RACKS Compaq 1 $284.80 $225.65 $225.65
207590-D71 PDU 24A-LOW Compaq 1 $390.87 $309.69 $309.69
120673-B21 STABILIZER FEET OPT KIT 9142 9136 RACKS Compaq 1 $190.67 $151.Q7 $151.07
120670-B21 SIDE PANEL KIT 9142 RACK Compaq 1 $252.63 $200.16 $200.16
110935-B21 12FT KVM CONSOLE CABLE CPU TO SWITCH BOX Compaq 3 $90.55 $71.74 $215.22
189453-B25 9000 SER. BLANKING PANELS CONTAINS 10 5U PANELS Compaq 3 $132.28 $104.80 $314.41
400335-001 lX4 KVM SERVER CONSOLE SWITCH BOX RM, Compaq 1 $1,151.15 $91207 $91207
Caoture Sub-SYStem (Qty) Subtotal $19,763.93
3500D Kodak Digrtal Science Scanner 3500D Duplex, SCSI, 75ppm with 150 page Kodak 1 $20,990.00 $14,904.00 $14,904.00
ADF, (2.25' 'L x 2.25Wto 26' 'L x 117' W), ATP standard. Cat # 840-4378
EH-17oo- Kofax 1700s Adrenaline IP Accelerator, 32MB SCSI, Full PCI Kofax $3,395.00 $2,249.00 $2,249.00
1000
SC-l027- KOFAX, cable, SCSI 3 to SCSI 3 Kofax $80.00 $75.00 $75.00
0000
210290-001 P1210221N. 20VIS 24MM 19X14 Color MonrtorOpal Compaq $1,165.23 $923.22 $923.22
470012-811 Deskpro Workstation AP230, Intem> Pentium@ III lGHz/133MHz, 256MBCompaq $1,839.12 $1,457.15 $1,457.15
SDRAM 133MHz DIMM (1x256), 20GB Ultra ATA 100 Hard Drive
(7200rpm), 1.44MB Floppy Disk Drive, Integrated Intel AC97 Audio, Internal
48X Max CD-ROM Drive, Intel@ Pro/100+ VM Network Connector, Compaq
3 Button Mouse - Opal, Compaq Easy Access Keyboard, Microsoft@
Windows NT@NVindows@ 2000 Professional
202389-B21 Matrox Millennium G450 Dual Head 32MB AGP Matrox $196.34 $155.56 $155.56
Hardware Total $86,657.321
ICI SOLUTIONS PLSA 8/01
Confidential
-11-
09/21/01
Software
FileNET Software
304840
305240
305241
304843
305133
Enterprise Content Services S.x
eProcess Services 3.x
10M & eProcess Services Toolkit 3.x
Content Services Shared User Lie 3.x
WorkFlo Services Shared User Lie 4.x
Other Software
C11-00Q16 Microsoft Windows 2000 Server (CD)
228-01079 Microsoft@SOL Server 2000 Standard Edition CD 1 Processor
07-00-03127 PCANYWHERE 10.0 HOST ONLY FOR 95/98/NT4NV2K1ME
DX-OJ-SW DiskXtender Optical Levell License
AC-650Q-170Q Kofax Ascent Capture (v5.x) 1 Pack Scan 200K per Month
FileNET Content Services
AC-1510-2000 Kofax Ascent Capture (v5.x) 3 Pack Workstation
(QIy)
FileNET 1
FileNET 1
FileNET 1
FileNET 50
FileNET 20
(QIy)
Microsoft 3
Microsoft 1
Symantec 4
OTG 1
-Kofax 1
Kofax
Subtotal $95,45600
$20,000.00 $15,200.00 $15,200.00
$20,000.00 $15,200.00 $15,200.00
$10,000.00 $7,600.00 $7,60000
$1,300.00 $889.20 $44,460.00
$900.00 $849.80 $12,996.00
Subtotal $30,823.65
$1,117.64 $885.51 $2,656.53
$4,999.00 $4,799.00 $4,799.00
$107.00 $84.78 $339.12
$15,999.00 $11,199.00 $11,199.00
$10,000.00 $7,000.00 $7,000.00
$6,900.00 $4,830.00 $4,830.00
$126,279.651
Software T alai
Supplies
Supplies
C7984A
9.1 GB WORM Optical
HP
(Qty)
50
$87.91
Subtotal
$87.91
$4,395.50
$4,395.50
Supplies T olal
ICI SOLUTIONS PLSA 8/01
Confidential
-12-
~'''wl
09/21/01
Services
Professional Services (hours) Subtotal $102,810.00
ICI.I-00210 Core Application Analysis & Config Review LCC 120 $210.00 $210.00 $25,200.00
ICI-Hl0100 Content Services & eProcess Qle Integration LCC 80 $150.00 $150.00 $12,000.00
ICI-I-00110 Content Services & eProcess On.site Installation (PostLCC 56 $150.00 $150.00 $8,40000
OIC)
ICI.I-00220 eProcess Customization & Development LCC 136 $210.00 $210.00 $28,560.00
ICI-I-00400 Project Management LCC 80 $210.00 $210.00 $16.800.00
ICI-I-00120 ale Capture Sub-system Integration LCC 44 $150.00 $150.00 $6,600.00
ICI-I-00130 Kofax Ascent Capture Configuration for 5-forrns LCC 25 $210.00 $210.00 $5,250.00
Training
User & Admin Trainina (hours) Subtotal $14,000.00
ICI-I-00320 Capture Process Automation Training, On-site LCC 40 $175.00 $175.00 $7,000.00
ICI-I-00310 Custom Manual Development LCC 24 $175.00 $175.00 $4,200.00
ICI-I-00300 End-user Training, On-site "Train-the-Trainer" LCC 16 $175.00 $175.00 $2,800.00
(Classes) Subtotal $20,475.00
200946 eProcess & Web WorkFlo Pgmg Class (2 Days) FileNET 2 $1,200.00 $1,200.00 $2,400.00
200502 IDM Desktop Admin & Support (2 Days) FileNET 2 $950.00 $950.00 $1,900.00
200265 CS System Administrator (4.5 Days) FileNET 3 $2.400.00 $2.400.00 $7,200.00
200945 eProceS5 Foundation (3 Days) FileNET 2 $1,750.00 $1,750.00 $3,500.00
TR-1000-o000 Ascent Capture Technical Training - Basic Kofax 3 $1,495.00 $1,495.00 $4,485.00
TR-1QOQ..QQQ1 Ascent Capture Technical Training . Advanced Kofax 2 $495.00 $495.00 $990.00
Services Total $137,285.001
ICI SOLUTIONS PLSA 8/01
Confidential
-13-
09/21/01
Schedule B - Statement of Work
./
<;;- ICI Solutions
+FileNET
San Bernardino Police Department
Revision 1.e
August 22,2001
TABLE OF CONTENTS
1.0 Scope. ............................. ......... ...................... .......... ................2
2.0 Project Contacts .......................................... ...........................3
SBPD Kev Personnel.................,....,....,........,...............,..,..,..............,........,..,............................3
ICI Solutions Kev Personnel ...,..,..,.............,.....................,.........,......,...................................... 3
3.0 System Configuration Review...............................................4
3.1 Hardware - See PLSA Schedule A.....................,..,....,...........................................,........ 4
3,2 Software - See PLSA Schedule A....,............,...............................,..,............,.........,..,..... 4
4.0 Services and Custom Applications Included........................4
4,1 Core Application Analysis & Detailed System Design ........,.........................................4
4.2 System Integration, Configuration and Testing,..........................................................., 4
4.3 On-Si te Installation ........,........,.....................,..,..,..,........,.. ...........................................,... 5
4.4 Training and Process Consulting ,..................,........,.............,........,..........,............,....,..,6
4,5 Project Management ofImplementation and Integration Cycle....,....,................,..,.... 7
4.6 System Definition and Configuration............,..........,.......................,......,....,....,......,...... 7
4.7 Source Code for Custom Applications..,...................,......,..,......,.................................... 7
5.0 Contract Terms and Conditions ............................................ 8
5.1 lCI Solutions as Prime Contractor to SBPD .....,..,....,......................................'..,.......... 8
5.2 Pricing .................,..,..............,.............,....,.... .........,..............,...................,..,........,....,......, 8
5,3 Milestone Deliverahles and Payment Schedule.................,..,..,........,...........,................. 8
5.4 Estimated Delivery Timeline..........,..,....,...............,..........,..,..,..,..,..........,......,........,......,9
5,5 Changes to Requirements........................,.....,................,..,..,.............,..,......,............,...... 9
5,6 Assumptions and Disclaimers .........'..'....,.................................,..,....,....,................,........ 9
5,7 SBPD Delivery Responsibilities ..'......,....,......,..,.....,................,..,..........,......,........,........, 9
Acceptance of Statement of W ork.........,..........,........,........................,..........,......,.................,11
Acceptance of Statement of W ork......,.........................,............,..,......,..,...................,.......,.... 11
6.0 Change Order Terms .................. ....................... ................... 12
1.0 Scope
ICI Solutions is please to submit this Statement of Work (SOW) to SBPD to implement FileNET
Web Services. This document contains the description of the project, deliverables, disclaimers
and assumptions.
This Project provides for implementation and system configuration in the ICI Solutions QIC center
in Chandler. AZ.. with final system configuration and installation at the SBPD site in San
Bernardino. CA.
The scope of this project includes the installation and configuration of a FileNET Panagon
Content Services and Panagon eProcess workflow system for the SBPD.
2.0 Project Contacts
SBPD Kev Personnel
Mailing Address
Public Safety Group
San Bernardino Police Oept.
B Building - IS
710 N. "0" Street
San Bernardino, CA 92401
Janis Ingels
IS Director
(909) 384-5947
inoels ia@ci.san-bernardino.ca.us
Captain Robert Curtis
Administrative Division Cmdr
(909) 384-5606
curtis ro@ci.san-bernardino.ca.us
Michael Eckley
Public Safety Systems Mgr
(909) 384-5947
ecklev mi@ci.san-bernardino.ca.us
Jason Suarez
Sr. Analyst
(909) 384-5947
suarez ia@ci.san-bernardino.ca.us
Cindy Sepulveda
Analyst
(909) 384-5614
sepulveda ci@ci.san-bernardino.ca.us
John Block
Records Manager
(909) 384-5728
block io@ci.san-bernardino.ca.us
lei Solutions Kev Personnel
Matt Wiseman, Account Executive
(480) 558-8714
mwiseman@icisolutions.com
Jerry Blackwell, Systems Consultant
(480) 633-3232
iblackwell@icisolutions.com
Bob Sieker, Project Manager
(909) 374-6163
bsieker@icisolutions.com
Greg Brinker, Mgr., Integration Services
(480) 633-3226
o brinker@icisolutions.com
John Lighthill, Mgr., Programming
(760) 781-1003
ilio hthi II@icisolutions.com
Rob Lehd, Mgr., Educational Services
(714) 434-6882
rlehd@icisolutions.com
ICI Solutions Solutions primary number
(888) 82-IMAGE
3.0 System Configuration Review
3.1 Hardware - See PLSA Schedule A
3.2 Software - See PLSA Schedule A
4.0 Services and Custom Applications Included
4,1 Core Application Analysis & Detailed System Design
ICI Solutions will work with SBPD to gather the appropriate data and documents needed to
properly analyze the system design requirements, design the workflow, configure the system and
architect any necessary custom applications. A series of surveys will be provided for SPBDs use
and assistance provided to help understand and complete them. This information will be used to
develop the Detailed System Design. The system acceptance documents shall be provided by
lei Solutions as part of the Detailed System Design.
4.2 System Integration, Configuration and Testing.
The initial delivery services will involve the tasks shown below. The ICI Ouality Integration Center
(OIC) in Chandler Arizona is a national staging area for systems being integrated by ICI
Solutions. This facility was designed for this purpose and has sufficient space to stage up to four
systems simultaneously. The OIC provides numerous benefits including engineer multi-tasking,
run-rate efficiencies, network topographies, and a static free and sterile network environment
conducive for system integration to take place. The integration methodologies were developed
over five years ago when ICI Solutions was performing imaging system integrations out of
MircoAge's ISO 9000 OIC. The tasks listed in 4.2 and 4.3 shall take place either at the OIC in
Chandler Arizona, at the SBPD facility in San Bernardino California, or in various other ICI
Solutions or Law Cypress facilities.
.
Statement of Work Review and Hand-Off - ICI Solutions professional service organization
reviews the SOW with the ICI account team and SBPD and formally assumes responsibility
for the delivery of the products and services within the SOW.
.
Order Management & Product Aggregation - An imaging system implementation includes
several hundred line items of components and services. ICI Solutions works with a variety of
distributors to ensure the appropriate orders are placed and the components arrive in time to
meet the implementation schedule.
.
Component Integration - ICI Solutions integration team integrates the many hardware
components into functional systems. This includes integrating and configuring the rack
mounted servers, optical jukebox, scanner sub-system, and other hardware components.
.
Project Management - Experienced industry veterans shall schedule, coordinate and
supervise all phases of the implementation.
.
Operating System Installation and Configuration - The Windows 2000 Operating System
(OS) is installed and configured to meet FileNET's product guidelines.
. Database Installation and Configuration - The MS SOL 2000 database is installed and
configured to meet FileNET's product guidelines.
. Establish Network Connectivity - The server and workstation sub-systems are configured to
operate as a MS Windows 2000 Network.
. FileNET Software Installation - The FileNET Panagon Content Services, eProcess, and Web
Services software is installed on the servers and configured to meet FileNET's product
guidelines.
. Establish ClienUServer Connectivity - The workstation sub-systems are installed with the
FileNET IDM Desktop Client and are configured to log-in to the servers.
. Kofax Software Installation - The Capture Sub-system workstation is installed with the Kofax
Ascent software. The Kofax software is configured to operate per the specifications
described within the Detailed System Design.
. System Testing - The ICI Solutions engineers run the system through a series of tests to
ensure it operates as a complete system
. Configure FileNET application software to SBPD specifications - The Panagon software is
configured to operate per the specifications described within the Detailed System Design.
. Initial System Function Test and Certification - SBPD sends a representative to ICI Solutions
facility in Chandler Arizona to participate in the System Test and Certification. This is a
milestone deliverable.
. System is Disassembled, Packed, and Shipped - Upon completion of the initial system
acceptance, the system is disassembled and shipped to SBPD's facility.
Note: The System server(s) that are included in the configuration are setup according to FileNET
recommended standards to reflect the particular requirements of your site. Law Cypress
Professional Services will integrate and test all pertinent functions of each server defined and
configured.
4.3 On-Site Installation
After the system has been integrated and configured in the OIC, it is boxed and shipped to
SBPD's facility. ICI Solutions engineers then come on site and install the system in the SBPD
environment. The tasks described below are typically tasks that shall occur on-site although,
resources and time permitting, may be performed prior to the system being delivered on-site.
. Technical site survey - This is a site visit by ICI Solutions Professional Services to confirm
the site is appropriate for the installation.
. Project management during onsite phase - The Project Manager may participate in on-site
meetings or supervise the efforts of the implementation team when on-site.
. Finished system integration- This involves un-boxing and re-integrating the finished sub-
systems.
. Integrate w/customer infrastructure - The installation of the serves, workstations and capture
sub-systems on-site.
. Retrieval station FileNET client software integration for up to (2) additional workstations
(SBPD shown how to perform the remaining installations).
. Setup and configure (1) eProcess workflow module which routes new crime reports to the
Investigation Sergeants within the SBPD Investigations Bureau (i.e., Homicide, Specialized
Crimes, District Crimes, etc.) for assignment to detectives (performed jointly by ICI Solutions
and SBPD. SBPD shall setup and configure eProcess for the remaining units).
. Deliver (1) Kofax Ascent Capture configuration for scanning and indexing Field Interview
Cards.
. Deliver (1) Kofax Ascent Capture configuration for scanning and indexing Citations.
. Deliver (1) Kofax Ascent Capture configuration for scanning Crime Reports.
. Configure the Kofax Ascent system for (5) additional document types. (Performed jointly by
ICI Solutions and SBPD. SBPD shall setup and configure Ascent for the remaining document
types).
. Install Kofax Ascent workstation software on the three (3) workstations currently being used
as scan stations. Configure the Ascent software to support the Capture sub-system
architecture that is designed during the Core Application Analysis & described in the Detailed
System Design.
. If needed, develop an automated/custom step processor to launch eProcess workflow. The
need for this shall by finalized during the Core Application Analysis & described in the
Detailed System Design
. Modify eProcess step process to be an indexing tool (Detective Sergeants indexing tool).
This will enable the Investigative Sergeants to be able to assign cases to a detective within
the workflow. The specifications for this shall by finalized during the Core Application
Analysis & described in the Detailed System Design.
. Add (1) new search template on the Panagon Web server for the retrieval of documents from
the "Case" document class. (Performed jointly by ICI Solutions and SBPD).
. Test the completed system within the SBPD Infrastructure.
. Perform a joint "Finished System" test and certification.
4.4 Training and Process Consulting
SBPD has indicated a preference to become self sufficient. To that end, SBPD is investing
heavily in vendor product system administration training. In addition, ICI Solutions has
recommended that additional training and training consulting services are acquired which will
make the transition from the existing environment to the new environment faster, easier, and
more productive. The "Capture Process Automation Training" and "Custom User Manuals" are
intended to improve both the initial transition as well as immediately impact the system cost of
ownership, both now and in the future.
. Perform capture process automation training - The existing document capture process
centers around the use of 3-workgroup scanners operating as individual scanning and
indexing workstations. The new document capture process is an assembly line process
which shall utilize (upto) 4-workstations. This training shall be focused on helping the
scan operators learn their new tasks and become operational quickly so the transition is
faster and easier and has less chance of disrupting the departments operations.
. Develop custom user manuals - ICI Solutions shall provide application specific user
manuals. These manuals can be used to assist in training the user community during the
system deployment and in the future as new employees are hired.
. Perform "Train-the-Trainer" end-user training -ICI Solutions shall provide application
specific end-user training. Unlike product training, this training shall be focused on
teaching the "trainers" how to use the system to perform their jobs.
. Provide FileNET and Kofax system administration training - SBPD will be attending
system administration training at the vendor facilities in Costa Mesa and Irvine.
4.5 Project Management of Implementation and Integration Cycle
The System implementation will be managed through the direction of a Project Manager. This
individual will be the focal point of the project. SBPD is expected to assign a similar position early
in the cycle to ensure that the various parties to the project are coordinated to allow a smooth and
on-time delivery. This includes ensuring all requested information, materials and arrangements
be made to effectively execute the project.
4,6 System Definition and Configuration
The System Server(s) that are included in the Configuration are setup according to FileNET
recommended standards to reflect the particular requirements of your site. ICI Solutions
Professional Services organization will integrate and test all pertinent functions defined and
configured.
4.7 Source Code for Custom Applications
ICI Solutions develops custom applications to meet various client requirements. These
applications are developed in languages that generate an executable file. The executable file is
typically the deliverable for all custom applications unless otherwise specified. A copy of the
source code shall be provided to SBPD with the agreement that it is a licensed work and shall not
be given or sold to other people or organizations. If SBPD modifies the source code it shall
invalidate the maintenance of the application.
5.0 Contract Terms and Conditions
ICI Solutions will perform all services specified in Chandler, Arizona, Minneapolis,
Minnesota, and at the SBPD location in San Bernardino, California.
5.1 ICI Solutions as Prime Contractor to SBPD
ICI Solutions is engaged as the Prime Contractor for this project. As such, ICI Solutions retains
primary Project Management responsibility including but not limited to: Weekly Project Status
Conference Call, Management of and maintenance to the Project Plan, coordination of sub-
contractors, on-site coordination with ICI Solutions QIC integration. onsite integration, training,
shipping, receiving, billing, Support Center, Pre-Sales Engineering, and Custom Development.
5.2 Pricing
Pricing for this project is based on a fixed fee basis. The price for the project is identified
in the lei Solutions PLSA Appendix A.
5.3 Milestone Deliverables and Payment Schedule
This project will be divided into six phases. The payment schedule will be based on the following:
Milestone Deliverable Payment Schedule
Milestone Deliverable Payment for: A",Ollllt: I FY 2002
Milestone Payment 1 Detailed System Design Services $25, 200.00
Milestone Payment 2 Initial System Acceplence 1-fiN, SIN & Services $252,536.91
Milestone Payment 3 90.deys from PO Derte Software Maintemllnce $13,815.00
Milestone Payment 4 On-site System Acceptance Services $17,010.00
Milestone Payment 5 Completion of lei Training Services $14,000.00
Milestone Payment 6 eProcess System Acceptance Services $21,000.00
Milestone Payment 7 July 1 Maintenance for FY 2002 SPOC HW & SW $46,633.64
$343,561.91
FileNET and KoteK Ascent system Admin training
to be paid prior to attendence and outside of the milestone
deliver abies: $20,415.00
Hardware and software components shell be texed es $22,114.43
invoiced. Shipping shell be invoiced as incurred. $4,395.50
Supplies shall be invoiced when shipped:
Total: $391,206.90
5,4 Estimated Delivery Timeline
10/1
Time
11130._--~-.~1211--------;7 12/15
10/15
10/31
11/15
12131
1115
1130
2/15
~.,.' ..t-,i" .:t-.I"> ~.jt~ /., ~,,,,.... ~~..,'\ ~0~'b .-s,..",-.,o,
,'\. ,'" ,~
....."" .fo~it .:i-eit
"
"
,
"
,F
Tasks and Oeliverables:
SognedContract
SBPD Attends CS Sys Admin Training'
SBPO AUends Kofax Sys Admin Training"
Pre-s,teAnalysisISu",ey
Detailed System Design Development
Detailed System Design ReVIew & Acceptance
Hardware andSoflware ordered'
-
..:.
-
11l1li
'-II P
--.
-
l"l
11l1li
QIClnlegrallon<lodCOflfiguration
InihalCS System Acceptance Test
Components Sh,pped to SBPD
On-silelrlstallation
Imag,ng System Acceptance Tesl
Transition to ICI Maintenance
Slack Time
Caplure component and process training
SBPD Attends FileNET ,Process Training"
On-site & Remole eProcess Deployment
Slack Time
Finished System Acceptance Test
f,:1~1':i~
"'1.jM ::~
-,
~
"
~
.< 'f' ,0
/f
^<
"
~
Slack
llilIIII
Il~
5.5 Changes to Requirements
ICI Solutions has developed this SOW based on the requirements as identified by SBPD in an
on-site meeting conducted 15August01, and in telephone conversations before and after the
meeting. The services identified in this SOW are those that will be delivered upon execution of
the SOw.
Because this project is being bid on a fixed fee basis, please note that variations to the types or
quantities of services, and/or deliverabies identified within this document will result in a change
order and could incur additional charges being made to SBPD.
We have included a Change Request Form to allow for such changes. Any Change Request
Forms received by ICI Soiutions, will be processed, and priced within five business days of
receipt. SBPD will accept or reject the proposed additions and notify ICI Solutions within five
business days of receipt.
5.6 Assumptions and Disclaimers
. Scheduling of the services to be performed is contingent upon receipt of executed contract
documents including the SOW, PLSA, SLA, MSSA and the receipt of a duly authorized
Purchase Order by ICI Solutions.
. Pricing includes travel costs, taxes, and shipping. Additional component or services
acquisitions may result in incremental increases in travel costs, taxes or shipping and shall be
described in the change order or quote.
. Services to be performed are limited to the Statement of Work. Any additional work shall be
arranged through a separate signed change order
5.7 SBPD Delivery Responsibilities
Slack
..
. Complete FileNET IDM Desktop Admin & Support and CS System Administrator, and Kofax
Ascent System Administration prior to site visit to perform the Core Application Analysis and
Detailed System Design.
. Install FileNET client software on workstations.
. Configure remaining workflow business rules for Investigation Sergeants that are not being
performed by ICI Solutions.
. Configure Kofax Ascent for all additional documents beyond the Citations, Field Incident
Reports, and the initial (5) document types ICI Solutions delivers.
. Complete FileNET Panagon eProcess training classes prior to on-site deployment of
eProcess by ICI Solutions.
. Complete FileNET and Kofax programming and advanced training classes within 50-days of
Finished System Acceptance.
. Provide reasonable access to SBPD personnel and facilities when requested by ICI
Solutions.
. Provide desk space. telephone, and Internet access to the ICI Solutions participants during
their site visits.
. Assign a project manager from the SBPD staff for the project delivery period.
. Participate in project meetings and deliverables acceptance tests as scheduled by the ICI
Solutions and SBPD project managers.
Acceptance of Statement of Work
The Statement of Work version SBPD PLSA Schedule B - SOW 08222001-1e as described
above is accepted and will commence upon ICI Solutions receipt of executed documents
referenced in section 5.6.
ICI Solutions
DATE
Matt Wiseman, Account Executive
The City of San Bernardino
Print Name & Title
DATE
Signature
6.0 Change Order Terms
Changes to the approved Statement of Work or the Detailed System Design are considered to be
one of two types:
Type 1 Change: These are typically critical and require formal customer approval before
they can be implemented. Changes are designated Type 1 whenever one of more of the
following is affected:
. System design or operational capability
. Database design changes
. FileNET software cost
. Custom services cost or delivery schedule change
. Compatibility issues with customer supplied equipment or facilities
Type 2 Change: These are changes that may be implemented without prior approval of
the customer and at no additional charge. These may include:
. Changes of a minor nature
When a need arises during the implementation, the ICI Solutions System Consultant
should be contacted immediately via the "Change Order" form. The System Consultant
will review the change request and may recommend alternatives or workarounds. If the
alternative is acceptable to all Team members, this may help to keep the project on time.
The System Consultant will work with the customer to obtain approvals for Type 1
changes. This may also result in additional charges, to be approved by the customer.
Change Order
Date of Order: I I
Client SBPD
Description of Requirement:
Additional Specifications for this Change Request are attached:
Date received by Law Cypress: I
Reviewed by:
Cost of Change:
I
Recipient:
Approved by:
Time to complete:
Client Acceptance date:
I
I
Name:
Schedule C
Pricing for Support Services
Annual Support - Pro-rated Year One 1/1/01 - 6/30/01
Project and Hardware Maintenance
FileNET & Kofax Software Support
$0.00
$13,815.00
Support Total
$13,815.00
Note: The pro-rated maintenance coverage includes standard right-to-new version and
maintenance coverage on the FileNET software. The Kofax Ascent software support
does not include right-to-new version because Kofax doesn't offer this feature. The
hardware support shall include ICI Solutions help desk diagnostics support including
dispatch of manufacturer maintenance organizations of the pro-rated period.
Manufacturer response time is not upgraded and on-site manufacturer support may
exceed 72-hours or may not be offered on some of the components. Payment for
software support is due no later than gO-days from acquisition date. Acquisition date is
the day the Customer issues a Purchase Order for the software.
lei SOLUTIONS PLSA 8101
Confidential
-15-
09/21101
Schedule D
[Terms for Maintenance Services]
Maintenance and Support Services Agreement is attached as a free standing
document.
ICI SOLUTIONS PLSA 8/01
Confidential
-16-
09/21/01
Maintenance and Support Services Agreement
This Maintenance and Support Services Agreement ("Agreement") dated
October 1, 2001 ("Effective Date") is entered into by and between ICI Solutions
("Provider"), a Law Cypress Corporation, and having principal offices at 3350 N. Arizona
Ave. #4, Chandler, Arizona 85224, and ("Client"), having principal offices at "300 North "D"
Street, San Bernardino, CA 92418-0001"
BACKGROUND
1. Maintenance and Support Services
Provider agrees to provide to Client service described in Sections 1.A and 1.B for
the products listed in Exhibit A (the "Products") in accordance with the following terms
and conditions.
A. Hours of Service Availability, Payment of the Standard Service Charges
(as defined in Section 5) entitles Client to both maintenance and service, to
the extent provided in this Agreement, during the Principal Period of
Maintenance ("PPM") as defined in Exhibit A. All Products listed in Exhibit A,
or subsequently added by amendment, shall have the same PPM. Client
may request, in writing, special extended periods of coverage, subject to
Provider's then current policies, terms and conditions, and prices for such
service. If special extended service coverage is requested, and Provider, on
a best effort basis, agrees to provide extended service coverage. the
extended policy terms, pricing, and conditions will be at then prevailing rates
and will be quoted prior to the execution of service.
B. Scope of Service, Provider will provide service as long as the Products are
at the Current Release level (defined as the current or immediately prior
release or 24 months, whichever is newer), and operated in accordance with
Provider's, FileNet's and/or other relevant manufacturer's published
specifications. "Service" includes:
1) telephone support during the PPM to resolve software problems or
failures; resolution may be delivered as Software Maintenance Update
(SMU), bug fix or workaround;
2) telephone support during the PPM to coordinate the hardware
maintenance and the resolution of hardware problems or failures.
Telephone or on-site hardware maintenance may be provided,
subcontracted, or assisted by any Provider-authorized subcontractor,
agent or representative;
3) delivery of remote support via modem using communication
equipment and communication software certified by Provider;
4) attempted correction of any defect in the software program that
materially and adversely affects the efficiency or use of the Products
as described in Provider's, FileNET's, or relevant manufacturer's
Maintenance & Support Services Agreement
lei Solutions
Ver. 204
09/21/2001
written specifications; software program fixes will be provided for the
Current Release only; except any defect in any of the Products
(except for any Product actually developed by Provider) which defect
relates directly to recording, processing or presenting calendar dates
falling on or after January 1, 2000 ("Year 2000 Defect"). The
correction of any Year 2000 Defect shall be the responsibility of the
manufacturer or creator of the particular Product.
5) delivery andlor installation of all engineering software or hardware
revisions that Provider, FileNet, or relevant manufacturer deems
necessary with respect to the Products covered by this Agreement;
and
6) Provider will use its best efforts to render service within a reasonable
time.
C. Service Limitations, Service is contingent upon the proper use of the
Products in accordance with Provider's, FileNet's, and/or other relevant
manufacturer's published specifications and does not include any of the
following:
1) service on a Product located in unsafe or hazardous environments, as
determined by Provider;
2) service resulting from accident, neglect, alterations, improper use, or
misuse of the Products or necessitated by adjustments and changes
attempted by non Provider personnel;
3) service to a version other than the Current Release of the Software;
4) efforts to restore the software and/or data beyond the most recent
back-up;
5) service related to software and hardware other than listed in Exhibit A,
and hardware maintenance and software support service delivery
procedures and specifications other than as listed in Exhibit B;
6) service to any Product: (i) which has been altered, modified or
adjusted without Provider's, FileNET's or other relevant
manufacturer's prior written approval; or (ii) to which hardware or
software has been added, attached or installed without Provider's,
FileNET's or other relevant manufacturer's prior written approval; or
(iii) for which repairs or other maintenance services have been made
by someone other than Provider or Provider's authorized
representative and;
7) service request due to problems that are not the direct result of
Products listed in Exhibit A,.
2. Client Responsibilities
Maintenance & Support Services Agreement
lei Solutions
2
Vor. 204
09/21/2001
Client is responsible for the maintenance and installation of any common carrier
equipment or communication services related to any Product and not furnished by
Provider. Client is also responsible for charges incurred for communication facilities at
Client's facilities, whether incurred by Client or by Provider's service representatives
while performing service on Products. Client is responsible for performing system
software back-ups in accordance with published documentation and restoration of data if
not properly backed-up. Client shall timely notify Provider of any Product failure and
shall allow Provider full and free access to the Products for performing Service and
provide any information needed by Provider in fulfilling this Agreement.
3. Alterations and Additions
In accordance with specifications, documentation and agreements, Provider will
not be responsible to Client for loss of use of the Products or for any other liabilities
arising from alterations, additions, adjustments or repairs which are made to the
Products by other than authorized representatives of Provider. If, in the opinion of
Provider, any such alteration, addition, adjustment or repair adversely affects Provider's
ability to render maintenance service to the Products, Provider reserves the right to
terminate this Agreement immediately upon written notice to Client.
4, Term and Applicabilitv to Other Agreements with Provider or ICI Solutions
This Agreement is being entered into in connection with a related PLSA. In the
event of any conflict or inconsistency between the terms and conditions of the PLSA and
this Agreement, the terms and conditions of this Agreement shall be controlling and
given effect.
A. The initial term (the "Initial Term") of this Agreement shall be twelve months
commencing on the Installation Date. For purposes of this Agreement, the
Installation Date shall be the Date that the Client accepts the completed
installation of the Products at its site.
B. The payment of the Service Charges (as defined in Section 5(A)) shall be
made on the Installation Date, in part consideration of the maintenance and
support services described in this Agreement during the Initial Term.
C. This Agreement shall automatically be renewed on the same terms and
conditions contained herein, without any action by either party for additional
one-year periods, unless at least ninety days prior to end of the Initial Term or
any renewal term, Provider or Client provides the other with written notice of
its intent to terminate this Agreement
5. Service Charaes
A. Definition. "Service Charges" are annual charges designated as such in
Exhibit A. Such charges cover service performed at Provider's facilities or at
the Product installation site. After the initial term and upon thirty (30) days
written notice, Provider may change the Service Charges to Service Charges
then in effect. If the Service Charges are increased, Client may terminate
service as of the effective date of such increase, upon fifteen (15) days
Maintenance & Support Services Agreement
lei Solutions
3
Vor. 204
09/21/2001
written notice to Provider. If Client does not terminate service within such 15
day period, the new Service Charge shall become effective on the date
specified in the notice.
B. Invoices. Service Charges will begin on the Installation Date. All Service
Charges, and any amounts payable to Provider, including, but not limited to,
Extended Charges, Sur Charges, and Other Charges, will be invoiced
annually 30 days in advance, and anyone-time charge will be invoiced as
incurred. Partial invoicing will be prorated on the basis of a thirty-day (30-
day) month. Client shall pay the Service Charge and all other invoice
charges in full within thirty (30) days of the invoice date regardless of whether
Client uses service every month during the term. All amounts payable under
this Agreement shall be paid in U.S. Dollars.
C. Default. Client shall be deemed to have defaulted in payment if it has not
paid Provider all amounts due within thirty (30) days after receipt of invoice.
If Client defaults in any payment to Provider, the defaulted sum shall bear
interest from the date of default at an annual rate equal to one and one-half
percent (1.5%) per month, or the maximum interest rate permitted by law,
whichever is lower. Client's failure to pay any charges when due shall also
constitute sufficient cause for Provider to suspend or terminate service under
this Agreement.
6. Supplemental Maintenance Service
A. Movernent of Products, Products moved to a location within North America
shall continue to be serviced under this Agreement at the option of Provider
subject to a mileage surcharge, travel (including air and ground
transportation), accommodations, time and materials. Provider shall have the
right to alter the type and schedule of maintenance provided to the relocated
Products. Client shall give Provider at least thirty (30) days written notice
specifying the new location prior to any movement of the Products.
B. Other Services, Provider's rendering of hardware maintenance or software
support service that is not included in the Service Charge, if requested by
Client, will be performed at Provider's discretion and, if performed, will be
charged to the Client at Provider's Service time and material rates and terms
then in effect.
7. LIMITED WARRANTY
EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS
AGREEMENT, IN LIEU OF ALL OF THE WARRANTIES, THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
8. Lirnitation of Liabilitv
A. IN NO EVENT SHALL PROVIDER BE LIABLE TO CLIENT FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
Maintenance & Support Services Agreement
lei Solutions
4
Ver. 204
09/21/2001
THE PERFORMANCE OR BREACH THEREOF BY PROVIDER, EVEN IF
PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
PROVIDER'S LIABILITY TO CLIENT, IF ANY, SHALL IN NO EVENT
EXCEED THE TOTAL AMOUNT OF SERVICE CHARGES PAID
HEREUNDER BY CLIENT TO PROVIDER.
B. PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES
RESULTING FROM OR RELATED TO THE SERVICES PERFORMED BY
PROVIDER HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY LOSS
OF DATA OR SOFTWARE, PROVIDER'S INABILITY TO CORRECT ANY
PROBLEMS WITH THE PRODUCTS OR PROVIDER'S DELAY IN
PERFORMING ANY MAINTENANCE OR SUPPORT SERVICES UNDER
THIS AGREEMENT. MAINTENANCE AND SUPPORT SERVICES
PROVIDED UNDER THIS AGREEMENT DO NOT ENSURE THE
PRODUCT'S OR CLIENT'S DOCUMENT IMAGING SYSTEM'S
UNINTERRUPTED OPERATION.
9. General
A. Hardware maintenance or software support Service may, at the election of
Provider, be provided, subcontracted, or assisted by any Provider-authorized
subcontractor, agent or representative.
B. Client may not assign any of its rights or obligations hereunder except with
Provider's prior written consent.
C. The waiver or failure of either party to exercise in any respect any right
provided herein shall not be deemed a waiver of any further right hereunder.
D. This Agreement shall be subject to, governed by, and construed in
accordance with the laws of the State of California.
E. No modification or amendment of this Agreement will be binding on either
party unless in writing and signed by an authorized representative or officer of
each party.
F. The invalidity of any provision of this Agreement shall not affect the validity
and binding effect of any other provision.
G. Notices hereunder shall be sent to the addresses on the face of the
Agreement, or to such other addresses as specified by notice complying
herewith, and shall be deemed received on the earlier of actual receipt or five
days after deposit in the U.S. Mail.
H. Notices mailed to Provider are to be sent to the attention of ICI Solutions,
"Contracts Administration".
I. Headings contained in this Agreement are for convenience only and are not
part of this Agreement and do not in any way interpret, limit or amplify the
scope, extent or intent of the Agreement or any of the provision hereof.
Maintenance & Support Services Agreement
lei Solutions
5
Ver. 204
09/21/2001
J. Provider shall not be deemed to be in default of any provision hereof or be
liable for any delay, failure in performance, or interruption of service resulting
from acts of God, civil or military catastrophes, transportation delays, inability
to obtain materials or parts from suppliers, or other Force Majeure beyond its
reasonable control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives effective on the Effective Date.
Client:
Provider:
By:
By:
Title:
Title:
Date:
Date:
Maintenance & Support Services Agreement
ICI Solutions
6
Ver. 204
09/21/2001
EXHIBIT A
HARDWARE MAINTENANCE AND SOFTWARE SUPPORT
SERVICE CHARGES
Principal Period of Maintenance (PPMI
Principal Period of Maintenance ("PPM") is between the hours of 8:00 a.m. and 5:00
p.m. Client's local time, Monday to Friday, excluding Provider's Holidays (options
available, additional charges may apply).
Special Instructions Addendum
None
On-Client-Site Hardware Maintenance Provider
As determined by Provider
Items Not Covered
In addition to Hardware and Support limitations stipulated elsewhere in this Agreement,
this Agreement does not cover the replacement of consumable items such as, but not
limited to, Optical Media (used in Jukebox), compact disks, back-up tapes, or floppy
disks, Uninterrupted Power Supply (UPS) batteries, and user documentation in any form
or media.
Hardware and Operatinrl System Products
Part Number
Description
Annual Support
Qly.
Hardware Components
FileNET Content Server
193706-001
Standard
Standard
Standard
Standard
187602-B21
128279-B21
124992-B21
161275-B21
188122-B22
176498-B21
143397-001
230603-B21
146196-B24
3C886A-US
AHA-2944UW Kit
S-68M50C-06
C1104M
PROLlANT DL380 P3/1000 RM 128MB M1 HPLUG SVR
INTEGRATED SMART ARRAY CONTROLLER
1.44 MB FLOPPY
HIGH SPEED IDE LOW PROFILE CD-ROM
10/100 TX UTP NETWORK CONTROLLER
Pentium III 1000/256 processor
512MB PC133 DIMM ML330-370 DL380 ML530
SMART ARRAY 5302 64 CONTROLLER
HOT PLUG DRIVE CAGE UPG 4X11N PROLlANT
18.2GB HD U160 SCSI HPLUG 3.5LP 1.01N 15000RPM
36.4GB HD WUSCI3 HPLUG 3.SLP 1.01N 10K RPM
HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380
3U STORAGE ENCLOSURE
40/80 DL T TO INT
OfficeConnect@ 56K LAN Modem
Adaptec UltraNVide SCSI Controller, Differential, PCI, 68M
Connection, 1 Channel, Internal SCSI Cable
SCSI-3 68M-SOC cable, 6 feet
HP SureStore Optical 1200mx Jukebox with 1164 GB total capacity,
4 multifunction drives, and slots for up to 128 WORM or rewritable
disks. 1 blank disk included. User selectable single-ended or
differential interface.
FileNET Workflo Server
Maintenance & Support Services Agreement
lei Solutions
7
1
1
1
1
1
1
2
$588.74
$0.00
$0.00
$0.00
$0.00
$143.82
$180.00
$251.82
$97.60
$344.57
$1,266.41
$73.14
$110.39
$866.61
N/A
$81.00
1
2
4
1
1
1
N/A
$3,375.00
Ver. 204
09/21/2001
193706-001
Standard
Standard
Standard
Standard
128279-B21
188122-B22
143397-001
FileNET Web Server
193706-001
Standard
Standard
Standard
Standard
128279-B21
188122-B22
143397-001
Rack ComDonents
120663-B22
192186.001
217248-001
158649-001
338056-B21
207590-D71
120673-B21
120670-B21
110936-B21
189453-B25
400336-001
PROLlANT DL380 P311000 RM 128MB M1 HPLUG SVR 1
INTEGRATED SMART ARRAY CONTROLLER 1
1.44 MB FLOPPY 1
HIGH SPEED IDE LOW PROFILE CD-ROM 1
101100 TX UTP NElWORK CONTROLLER 1
512MB PC133 DIMM ML330-370 DL380 ML530 1
18.2GB HD U160 SCSI HPLUG 3.5LP 1.01N 15000RPM 2
HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380 1
$588.74
$0.00
$0.00
$0.00
$0.00
$90.00
$344.57
$73.14
PROLlANT DL380 P3/1000 RM 128MB M1 HPLUG SVR 1
INTEGRATED SMART ARRAY CONTROLLER 1
1.44 MB FLOPPY 1
HIGH SPEED IDE LOW PROFILE CD-ROM 1
101100 TX UTP NElWORK CONTROLLER 1
512MB PC133 DIMM ML330.370 DL380 ML530 1
18.2GB HD U160 SCSI HPLUG 3.5LP 1.01N 15000RPM 2
HOT PLUG REDUNDANT POWER SUPPLY KIT PROLlANT DL380 1
$588.74
$0.00
$0.00
$0.00
$0.00
$90.00
$344.57
$73.14
RACK DELlV MODEL 9142 42U OPAL SHOCK PALLET
R3000 XR NA LOW UPS
TFT5010R 151N LCD FLAT PANEL RM MON 2U
1 U RACK KEYBOARD WITH HOT KEYS & TRACKBALL
RACK 1 U KEYBOARD DRAWER ALL COMPAQ RACKS
PDU 24A-LOW
STABILIZER FEET OPT KIT 9142 9136 RACKS
SIDE PANEL KIT 9142 RACK
12FT KVM CONSOLE CABLE CPU TO SWITCH BOX
9000 SER. BLANKING PANELS CONTAINS 10 5U PANELS
1 X4 KVM SERVER CONSOLE SWITCH BOX RM,
N/A
$728.69
$246.78
N/A
N/A
B
N/A
N/A
N/A
N/A
N/A
1
2
1
1
1
1
1
1
3
3
1
Caoture Sub-System
35000 Kodak Digital Science Scanner 35000 Duplex, SCSI, 75ppm with
150 page ADF, (2.25"L x 2.25Wto 26' 'L x 11.7' W). ATP standard.
Cat # 840-4378
EH-170Q-l000
SC-1027-0000
210290-001
470012-811
202389-B21
Software
FiteNET Software
304840
305240
305241
$3,625.00
Kofax 1700s Adrenaline IP Accelerator, 32MB SCSI, Full PCI
KOFAX, cable, SCSI 3 to SCSI 3
P1210 221N. 20VIS 24MM 19X14 Color Monitor Opal
Deskpro Workstation AP230, InteI@Pentium@1II1GHz/133MHz,
256MB SDRAM 133MHz DIMM (1x256), 20GB Ultra ATA 100 Hard
Drive (7200rpm), 1.44MB Floppy Disk Drive, Integrated Intel AC97
Audio, Internal48X Max CD-ROM Drive, Intel@ Pro/1 00+ VM
Network Connector, Compaq 3 Button Mouse - Opal, Compaq Easy
Access Keyboard, Microsoft@Windows NT@lVVindows@ 2000
Professional
Matrox Millennium G450 Dual Head 32MB AGP
$471.25
N/A
$174.78
$275.87
$2945
Enterprise Content Services S.x
eProcess Services 3.x
10M & eProcess Services Toolkit 3.x
$3,600.00
$3,600.00
$1,800.00
Maintenance & Support Services Agreement
lei Solutions
8
Ver. 204
09/2112001
304843 Content Services Shared User Lie 3.x 50 $11,700.00
305133 WorkFlo Services Shared User Lie 4.x 20 $3,240.00
Other Software
Cll-00016 Microsoft Windows 2000 Server (CD) 3 Not Offered
228-01079 Microsoft@ SOL Server 2000 Standard Edition CD 1 Processor 1 Not Offered
07-00-03127 PCANYWHERE 10.0 HOST ONLY FOR 95/98/NT4M12K/ME 4 Not Offered
DX-OI-SW DiskXtender Optical Levell license 1 $2,879.82
AC-6500-1700 Kofax Ascent Capture (v5.x) 1 Pack Scan 200K per Month - 1 $1,845.00
FileNET Content Services
AC-1510-2000 Kofax Ascent Capture (vS.x) 3 Pack Workstation $1,84500
All of the foregoing are considered Products for the purposes of this Agreement.
Maintenance & Support Services Agreement
lei Solutions
9
Ver. 204
09/21/2001
FIRST YEAR MAINTENENCE AND SUPPORT BilLING
(Prorated 1/1/02 - 6/30/02)
Project and Hardware Maintenance (Single Point of
Contact Warranty)
Software Support
TOTAL FIRST YEAR (Pro-rated)
FIRST FUll YEAR MAINTENENCE AND SUPPORT BilLING
(7/1/02 - 6/30/03)
Project and Hardware Maintenance (Single Point of
Contact Warranty)
Software Support
TOTAL FIRST YEAR
Maintenance & Support Services Agreement
lei Solutions
10
$0.00
$13,815.00
$13,815.00
$15,123.82
$30,509.82
$45,633 64
Ver. 204
09/21/2001
EXHIBIT B
HARDWARE MAINTENANCE AND SOFTWARE SUPPORT
PROCEDURES AND SPECIFICATIONS
1. Maintenance and Support
Provider and selected field support provider furnish hardware and imaging system
software support via a single point of contact (SPOC) toll-free number. Provider's
Technical Support will field each problem and determine whether other resources are
needed to bring the support incident to a timely and efficient resolution.
All support calls are accounted for, expedited and (if necessary) escalated on a
continuing basis, through our incident tracking system. The hierarchy shown below is
specifically designed to provide direct and timely support to Client.
Customer
calls
Provider's
toll-free number
ICI Solutions Support
Incident Reporting & Diagnosis
First Stage Incident Resolution
Incident Escalation & Assignment
Incident Tracking & Reporting
Field Maint Provider
Provider (ICI)
Resolves Imaging
Software or
Customization
Problem
Resolves Hardware or
Operating System
Problem
Other Field Maint.
FileNET
Resolves Hardware or
Operating System
Problem
Imaging Software
Support
Maintenance & Support Services Agreement
lei Solutions
11
Vor. 204
09/21/2001
Maintenance and Support Outline
Provider will furnish hardware, operating system and baseline imaging system support
through Provider-selected third party field offices. Provider toll-free Support Service (ISS)
is the first point of contact in the event of a maintenance or support need. ISS will field
each problem and determine whether other resources are needed to bring the support
incident to resolution.
HiQhliqhts of ISS Toll-Free Support Contract
. Client makes a single, toll-free call
. 1 st Point of Contact
. Primary Technical Assistance & Incident Tracking
. Problem Identification and Assignment
. Dispatch Hardware Repairs
. Dispatch Operating System Repairs
. Dispatch Imaging Software Support
. Coordinate Manufacturer's Server / Peripheral Support
HiqhliQhts of ICI Solutions (ImaGinG Software Control)
. Imaging Software Support
. Imaging Software & Enhancements Support
. Imaging Software Maintenance Update (SMU) Provider / Installer
. Imaging Software Assistance & Incident Tracking
Hiqhliqhts of FileNet (ImaGinG Software Support Extensions)
. 3rd Level Technical Assistance Center (TAC) Imaging Software Support
. Collaborative Escalation Process
1.1 Standard Features of Imaging Software Support
Hot Line Phone/Fax Support
Remote Hot Line Support 8 AM to 5 PM Client's Local Time, Monday to Friday,
excluding Provider's Holidays
After-hours Hot-Line Phone Support
Technical assistance outside of standard support time (available, additional
charges may apply)
Documentation Support
Periodic mailing of tech bulletins, release update news, etc.
Remote System Interrogation
Access via modem to Client's imaging system
Incident Escalation Procedure
Priority assignments and accountable support engineer (key contact)
Incident Reporting and Status Reports
Technical progress communications on open incidents (as necessary)
Closure Report
Closed incident report (as necessary)
Maintenance & Support Services Agreement
lei Solutions
12
Vor. 204
09/21/2001
1.2 Project Hardware Services
ICI Solutions will coordinate hardware maintenance and operating system support
through properly qualified field support service providers
1,3 Software Support Services
Client OoeratinQ Systems & Network OoeratinQ Systems
Client is responsible for providing and maintaining current versions of desktop, server,
and network operating systems. If necessary, in the event of an operating or network
software malfunction, a field engineer is responsible for assisting customer personnel in
identifying the specific problem and determining the appropriate resolution. The field
engineer may employ the use of on-line diagnostics to facilitate resolution of the problem.
and, if necessary, at the sole discretion of Provider, the field engineer will be dispatched
to the customer's site.
ImaQinQ Software System and ImaQinQ System Customization
Support for the imaging system software and related application customization is
provided by ICI Solutions (Provider).
Provider's support is implemented through the use of on-line diagnostic tools and
modular support procedures.
Imaging software support calls are placed to the Provider's support specialist and entered
into a support tracking system. A lead support specialist is assigned the incident and, if
necessary. the priority of the incident is escalated and researched.
During the remedial process, Client is updated regularly. Once an incident has been
successfully closed, the problem resolution is documented and reported to the Client.
1.4 Support Priority and Escalation
Calls are responded to by time entered by priority:
Priority
P1: Down system
P2: Critical malfunction
P3: Device or subsystem problem
P5: Need technical information - integrity issue
P9: Need upgrade support - upgrade in progress
Tarllet Response
Target Response 4 hours
Target Response 4 hours
Target Response 8 hours
Target Response 8 hours
Target Response 4 hours
Provider will determine at its sole discretion the Priority rating and will use its best
efforts to respond within the aforementioned Target Response times. However, no
response time is guaranteed by Provider.
Maintenance & Support Services Agreement
lei Solutions
13
Ver. 204
09/21/2001
Schedule E
[Software License and Support Agreement]
Software License and Support Agreement is attached as a free standing document.
lei SOLUTIONS PLSA 8/01
Confidential
-17-
09/21/01
SOFTWARE LICENSE AGREEMENT
This License Agreement is entered into this 1st day of October, 2001 by and between ICI Solutions ("Company")
and San Bernardino Police Department ("Client") pursuant of that certain Purchase, License and Support
Agreement with ICI Solutions dated as of 1 October 2001.
Company grants to Client and Client accepts from Company a license to use the Software Deliverables (identified
on Exhibit B) on the terms and conditions set forth in Exhibit A hereto. This License Agreement shall be governed
by the laws of the State of California.
COMPANY:
ICI Solutions
By:
Its:
CLIENT:
San Bernardino Police Department
By:
Its:
SBPD PLSA Schedule E . SLA
9.sS AM09/21101
Page I of 4
EXHIBIT A
End-User Software License
I. Grant of License
a) Each Software product, including any documentation relating to or describing such Software, such as, but
not limited to, logic manuals, flow charts and improvements or updates provided by FileNET Corporation
("FileNET") or Company (collectively called "Software"). is furnished to Client under a personal, non-
exclusive, nontransferable license solely for Client's own domestic internal use in compliance with this
license and all applicable laws and regulations. Client agrees that this license does not permit Client to:
(I) use the Software for a service bureau application or (2) sublicense the Software.
b) The Software may only be copied, in whole or in part (with the proper inclusion of FileNET's and
Company's copyright notice and any other proprietary notice and/or trademarks on such Software)o as may
be necessary and incidental for archival and backup purposes or to replace a worn or defective copy.
c) If Client is unable to operate the Software on the computer equipment due to an equipment malfunction,
the Software may be transferred temporarily to other computer equipment during the period of equipment
malfunction.
d) Title to and ownership of the Software and all of its parts (or any modifications, translations, or derivatives
thereof, even if unauthorized) and all applicable rights in patents, copyrights and trade secrets in the
Software shall remain exclusively with Company and its licensors (including FileNET, as appropriate) and
their licensors, if any. Software provided hereunder is valuable, proprietary, and unique, and Client agrees
to be bound by and observe the proprietary nature thereof as provided herein. Client agrees to take
diligent action to fulfill its obligations hereunder by instruction or agreement with its employees or agents
(whose confidentiality obligations shall survive termination of employment or agency) who are permitted
access to the Software. Access shall only be given on a need-to-know basis. Except as set forth herein or
as may be permitted in writing by Company, Client shall not use, provide or otherwise make available the
Software or any part or copies thereof to any third party. Client shall not reverse engineer, decompile or
disassemble the Software or any portion thereof, nor otherwise attempt to create or derive the source code.
Client acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof
is likely to cause irreparable injury to FileNET and/or Company and/or their licensors, who shall therefore
be entitled to injunctive relief to enforce these license restrictions, in addition to any other remedies
available at law or in equity.
e) Affiliates of Client may use the Software; provided that prior to any affiliate's use of the Software: (1)
each affiliate shall sign and deliver to Company a mutually agreeable appendix to this License certifying
its agreement to be bound by the terms herein; and (2) such use by such affiliate shall be subject to the
following: (i) Client accepts responsibility for the acts or omissions of such affiliates as if they were
Client's acts or omissions; (ii) Client shall indemnify FileNET and/or Company against losses or damages
suffered by them arising from breach of this Agreement by any such affiliate as if effected by Client; and
(iii) such use shall not constitute an unauthorized exportation of the Software or documentation under U.S.
Government laws and regulations.
SBPO PLSA Schedule E - SLA
9.55 AM09/21/01
Page2of4
2. CUL Software and DUL Software
a) Certain Software may be designated "CUL Software" and licensed solely for "Current Users Logged-on".
Certain Software may be designated "DUL Software" and licensed solely for dedicated user licenses.
"Client Devices" are defined as personal computers, minicomputers, mainframes, workstations, terminals,
cluster workstations and integrated workstations which execute such Software.
b) Client must license one copy of the DUL Software for each Client Device that accesses any FileNET
Software. DUL Software maybe copied by Client to use on additional Client Devices, provided Client
pays the additional license fee for each additional user of a Client Device.
c) The number of licenses required for CUL Software is the sum of Current Users Logged-on accessing the
Content Services Software residing in a single server ("IDM Software"). "Current Users Logged-on" are
persons and programmatic operations executing the 10M Software, directly or indirectly from a Client
Device.
3. Termination
Notwithstanding the foregoing, Company or FileNET shall have the right to terminate Client's license
if Client fails to comply with these license terms and conditions. Upon expiration of the license term
or upon notice of such termination, Client shall immediately return or destroy the Software and all
portions and copies thereof as directed by Company and, if requested by FileNET, shall certify in
writing as to the destruction or return of the same. Any termination of the license shall automatically
terminate service under a support agreement with Company. All confidentiality and non-disclosure
obligations herein shall survive termination.
4. Limited Warranty and Limitations
a) Company hereby passes through to Client the limited FileNET warranty on the Software Deliverables.
b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE
SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH
VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION, SOME STATES DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CERTAIN
SOFTWARE.
c) In no event shall Company or its suppliers be liable for any special, incidental, indirect, or consequential
damages whatsoever (including, without limitation, damages for loss of business profits, business
interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability
to use the Software Deliverables, even if Company has been advised of the possibility of such damages.
Because some states/jurisdictions do not allow the exclusion or limitation of liability, the above limitation
may not apply to you.
SBPD PLSA Schedule E - SLA
955 AM09/2II01
Page3of4