CONTRACT 4278 Professional Services Agreement11, #
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO
AND
WEBIPLEX, INC.
THIS AGREEMENT, is entered into this 24th day of May, 2012, by and between CITY OF
EL SEGUNDO, a municipal corporation ( "CITY ") and WEBIPLEX, INC., a California
Corporation ( "CONSULTANT ").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the scope of services
attached as Exhibits "A" and "C" which are incorporated by reference
( "SERVICES "). The SERVICES include installing and maintaining software
programs ( "SOFTWARE ").
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY will pay CONSULTANT the compensation set
forth in Exhibit C, which is incorporated by reference.
D. CITY will not be liable for any costs or expenses exceeding the sum paid to
CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the
Parties and by written amendment to this Agreement.
2. TERM. The term of this Agreement will be for one (1) year. This Agreement will
automatically renew, on an annual basis, on its anniversary date unless otherwise terminated.
3. WARRANTIES. CONSULTANT represents and warrants that:
A. The SOFTWARE is the result ofCONSULTANT's sole efforts unless otherwise
stipulated as a collaboration;
B. Except as otherwise disclosed in writing to CITY, the SOFTWARE is unique and
original and does not infringe upon any copyright or patent; and
C. All SOFTWARE installed by CONSULTANT will be warranted to be free from
defects in material and workmanship for a minimum period of one (1) year from
the date CITY accepts the SOFTWARE. CONSULTANT warrants that the
SOFTWARE will perform in accordance with and strictly comply with
specifications, requirements, standards and representations set forth in this
Agreement. Should the SOFTWARE not perform as required, CONSULTANT
will promptly correct any such deviations. The correction of any such deviation
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will be at no cost to the CITY and the work performed will be performed in a
timely and professional manner by qualified personnel.
4. "SELF- HELP" AND "MALICIOUS" CODES PROHIBITED.
A. CONSULTANT understands and agrees that CONSULTANT's use of any "self -
help" or "malicious" codes, as defined by this Section, is prohibited and
constitutes an "unfair business practice" as defined by California law.
Notwithstanding any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
and damages arising from use of a self -help or malicious code.
B.. "Self -help code" means any back -door, time -bomb, drop -dead, time -out, lock -up,
slow -down, data freezing, logic bombs, or other software routine, code, devices,
techniques intended to disable, slow, prevent operation of, or otherwise interfere
with or change any operation of any computer system, software or other property
automatically with the passage of time or under the prior instruction, triggering
event or control of someone other than Client.
C, "Malicious Code" means any virus, "spyware," "Trojan horse," "worm," "Easter
egg," "cancelbot," "trapdoor," or other unapproved or malicious software routine,
code, command, device, technique, or instruction or other contaminant intended to
i. Permit unauthorized access to, detection of, modification of, or monitoring
of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect, assault, vandalize,
defraud, disrupt, damage, disable, shut down or delete, threaten, slow or
otherwise inhibit the functioning of, or otherwise harm any of the code,
documentation or data or any computer system, software or other property;
Render any data irretrievable, modified, or disrupted so as to be unreliable
in any regard;
iv. Perform any other unauthorized action, or prevent, limit, condition or
inhibit performance of authorized actions or any function including,
without limitation, to its security or end user data.
5. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations and the
conditions of any required licenses and permits before entering into this Agreement. Such
compliance will be at CONSULTANT's sole cost and without any increase in price or time on
account of such compliance, regardless of whether compliance would require additional labor,
equipment, and /or materials not expressly provided for in the Agreement or CONSULTANT's
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proposal.
6. INDEMNIFICATION.
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A. CONSULTANT agrees to the following:
. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
iii. Intellectual Property Infringement. Notwithstanding any provision to
the contrary, CONSULTANT will, at its own expense, indemnify and
defend CITY against any claim that CONSULTANT's services or
work product furnished under this Agreement infringes a patent or
copyright in the United States or Puerto Rico. In such event,
CONSULTANT will pay all costs damages and attorney's fees that a
court finally awards as a result of such claim. To qualify for such
defense and payment, CITY must (a) give CONSULTANT prompt
written notice of any such claim; and (b) allow CONSULTANT to
control, and fully cooperate with CONSULTANT in the defense and
all related settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such an
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intellectual property claim, CITY will permit CONSULTANT, at its
option and expense, either to secure the right for CITY to continue
using CONSULTANT's services and work product or to replace it
with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval of said
insurance by CITY, are not intended to and will not in any manner limit or qualify
the liabilities and obligations otherwise assumed by CONSULTANT pursuant to
this Agreement, including, without limitation, to the provisions concerning
indemnification.
INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, Consultant will procure and maintain the following types
of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Workers compensation
Limits (combined single)
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
the most current ISO -CGL Form. The amount of insurance set forth above will be
a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to
name City, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such coverage is
available, or on a "claims made" basis if not available. When coverage is
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7 % a.
provided on a "claims made basis," Consultant will continue to maintain the
insurance in effect for a period of three (3) years after this Agreement expires or is
terminated ( "extended insurance "). Such extended insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement, and will cover Consultant for all claims made by City arising out of
any errors or omissions of Consultant, or its officers, employees or agents during
the time this Agreement was in effect.
D. Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII."
E. Should Consultant, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at Consultant's
expense and deduct the cost of such insurance from payments due to Consultant
under this Agreement or terminate.
TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion, terminate
this Agreement with or without cause by giving written notice to CONSULTANT.
Termination will become effective immediately upon the giving of notice as
provided in this section of the Agreement. The City Manager may exercise such
right of termination on behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY will be
liable to CONSULTANT only for all work done by CONSULTANT up to and
including the date of termination of this Agreement unless the termination is for
cause, in which event CONSULTANT need be compensated only to the extent
required by law.
C. Should it become impossible for CONSULTANT to complete the SOFTWARE
because of illness, death, or injury, this Agreement may be terminated at CITY's
sole discretion and, in such event, all completed work, materials, and supplies
related to the SOFTWARE will be delivered to CITY and become CITY's
property. In the event of such termination, CITY may take such action as may
appear to be appropriate in the circumstances then prevailing, including, without
limitation, commissioning another contractor to complete the SOFTWARE.
CITY will pay CONSULTANT for work completed up to and including the
termination date.
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0 /
NOTICES
A. CONSULTANT will notify CITY of changes in address. All notices given or
required to be given pursuant to this Agreement will be in writing and may be
given by personal delivery or by mail. Notice sent by mail will be addressed as
set forth in the Exhibits to this Agreement. When addressed in accordance with
this paragraph, such notice will be deemed given upon deposit in the United States
mail, postage prepaid. In all other instances, notices will be deemed given at the
time of actual delivery. Changes may be made in the names or addresses of
persons to whom notices are to be given by giving notice in the manner prescribed
in this paragraph.
10. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including CONSULTANT's
subcontractors, will maintain records and other evidence of all expenses incurred in the
performance of this Agreement for a period of three (3) years after completion. CITY or any of
its duly authorized representatives will, for the purpose of audit and examination, have access to
and be permitted to inspect such records and other evidence of expenses and costs charged to
CITY and /or incurred for work related to SERVICES. For purposes of audit, the date of
completion of the Agreement will be the date of CITY'S payment for CONSULTANT's final
billing (so noted on invoice) under this Agreement.
11. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
12. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent contractors while
performing the SERVICES and will have control of CONSULTANT's work and the manner in
which it is performed, except as is otherwise provided herein. CONSULTANT will be free to
contract for other services performed during the term of this Agreement. CONSULTANT is not
an agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees.
13. ASSIGNMENT. An essential element of this Agreement is the skill and creativity of
CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the work to
a third party for the production of the work without CITY's prior written consent. Failure to
conform to this provision may result in termination of the Agreement.
14. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions.
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1 Vs
15. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties'
entire understanding. There are no other understandings, terms or other agreements expressed or
implied, oral or written. There are three (3) exhibits to this Agreement. Except as otherwise
provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and
any subsequent successors and assigns.
16. MODIFICATION. No alteration, change or modification of the terms of the Agreement
will be valid unless made in writing and signed by both Parties hereto and approved by
appropriate action of CITY. The city manager may exercise this authority on behalf of CITY.
17. FACSIMILE SIGNATURES FOR SUBSEQUENT AGREEMENTS. The Parties
agree that agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by facsimile transmission. Such facsimile signature will be treated in all respects as
having the same effect as an original signature.
18. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY
with CONSULTANT's Taxpayer Identification Number.
19. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the quality,
fitness, and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that CONSULTANT's financial resources, surety and insurance
experience, service experience, completion ability, personnel, current workload, experience in
dealing with private parties, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity
to deal fairly and effectively with and to satisfy a public agency.
20. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this Agreement whether of the same
or different character. The payment or acceptance of fees for any period after a default will not
be deemed a waiver of any right or acceptance of defective performance.
21. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
22. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
23. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority,
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42'8
the natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
24. INTERPRETATION; VENUE. This Agreement and its performance will be governed,
interpreted, construed and regulated by the laws of the State of California. Exclusive venue for
any action involving this Agreement will be in Los Angeles County.
. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
C, EL S ., RJNDO
GreWinager
rpenter
City
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WEBIPLEX, INC.
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APPROVED AS TO FORM:
MARK D, TS.LEY, City Attorney
, iry arl'"i, I erg r, Assistant City Attorney
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EXHIBIT A Page 1 of 13
COVER PAGE
SUMMARY OF TERMS OF
WEBIPLEX DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE AGREEMENT
Client # 12 -00143 License # 26811 BCE- B58E- 451d- 939A- 8216984155F6
Licensee Entity: City of El Segundo
Licensee Address: 348 Main Street, El Segundo, California 90245
Business Point of Contact
Address for billing and written notices: Same as above
Name of Contact Person:
Bob Turnbull, Captain
Field Operations Bureau
El Segundo Police Department
rturn bull (aD-elseg undo. org
310 - 524 -2250 Office
310 - 607 -9171 FAX
Technical Point of Contact (if different than above)
Emma Johnson
Records Supervisor
ejohnson(a-)_elsegundo.org
310.524.2207
DocuPeak Software: SaaS Enterprise version with 20 GB of storage capacity
Number of End Users Licenses: One (11 Ad-min and five (51 Concurrent
Subscription Start Date: July 1, 2012
List Others Software included in sales order: One (1) Scan Bench Smart Client License
The attached Webiplex DocuPeak Software as a Service (SaaS) License Agreement ( "Agreement ")
governs the purchase and use of the licensed Purchased Services (as defined in the Agreement) and
any related services provided by Webiplex as specified on the Order Form(s) or addendum thereto
specifying the initial or additional Concurrent End Users licenses ( "End Users ") and the classes thereof.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679 -8703 ♦ www.webiplex.com
4278. '
EXHIBIT A Page 2 of 13
DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE AGREEMENT.
Webiplex, Inc. ( "Webiplex ", "us ", "we ", "our ") grants to the licensee ( "You" and "Your ") listed on
the prior page entitled "Summary of Terms of DocuPeak Software as a Service (SaaS) License
Agreement on the following terms and conditions:
INTRODUCTION
Software as a service consists of hosted computer server and storage services,
DocuPeak Application Platform Software, system administration, system management, future
software enhancements and system monitoring activities that Webiplex performs for Webiplex
DocuPeak software programs, and includes the right to use the Webiplex DocuPeak software
program technical support services as well as any other services provided by Webiplex, as set
forth in the Order Form (collectively, the "Purchased Services ").
The term "Purchased Services" includes any other programs, tools, internet -based services,
components and any updates (for example, maintenance, service information, help content, bug fixes, or
maintenance releases etc.) of the DocuPeak software that Webiplex provides or makes available to You
hereafter. All such programs, tools, and updates are hereinafter referred to as "Updates and Upgrades."
The software as a service subscription includes updates and upgrades to the DocuPeak software that
Webiplex makes available to other users of the Purchased Services.
The term "Subscription Based Services" refers to the software products owned and
distributed by Webiplex and accessed by You via hftp: / /www2.webiplex.com or other designated
web portals to which Webiplex grants You access as part of the services, including program
documentation and any updates and upgrades provided as part of the Purchased Services.
The term "End Users" shall mean those individuals authorized by You or on Your behalf
and for which an "End User License" for the Purchased Services is in effect.
The term "Your data" refers to the digital documents and meta data entered by You that
resides in Your DocuPeak Application(s).
The term "DocuPeak Application" refers to configuration of data fields, web forms,
workflow rules, notifications, process steps, web services, data import or export interfaces,
saved filtered searches and reports created using the DocuPeak Application Platform that meet
the document and process management application requirements of End Users. .
1. NON- EXCLUSIVE LICENSE GRANT.
Subject to Your compliance with the terms and conditions of this Agreement, upon
acceptance of Your Order Form, Webiplex hereby grants You a non - exclusive, non - transferable
license during the Subscription Term to use the Subscription Based Services solely for Your
internal business operations subject to the terms of this Agreement. You may allow Your End
Users to use the services for this purpose and You are responsible for Your End Users'
compliance with the agreement. The services are provided as described in, and subject to, the
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679 -8703 ♦ www.webiplex.com
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EXHIBIT A Page 3 of 13
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services policies set forth from time to time on the Webiplex website or in the Order Form or
other materials and documentation supplied to You by us.
You acknowledge that Webiplex has no delivery obligation and will not ship copies of the
DocuPeak software programs to You as part of the Purchased Services. You agree that You do
not acquire under this Agreement any license to use the DocuPeak programs specified in the
Order Form or this Agreement document in excess of the scope and /or duration of the
Purchased Services other than any error, corrections, updates and supplements thereto
provided to You by us
Except as specifically provided herein, Webiplex retains all right, title, and interest,
including all intellectual property rights, relating to, or embodied in, the DocuPeak software and
any Updates and Upgrades. You understand that the non - exclusive license granted hereunder
does not entitle You to re -sell or otherwise exploit the DocuPeak software or Updates or
Upgrades or otherwise entitle You to generate income from the DocuPeak software.
This Agreement does not grant You any rights to trademarks or service marks of
Webiplex.
As additional consideration for this license, You agree to pay, in addition to the amounts
set forth on the cover page hereof, all applicable taxes and surcharges attributable to the
license granted hereunder.
We may make one or more of the Purchased Services available to You on a trial basis
free of charge ( "Trial Version ") until the earlier of the 30th day after execution of this Agreement
or the starting date of the Purchased Services. In the event You obtain a Trial Version of any of
the Purchased Services, You agree to be bound by the "Restrictions" in Section 1 (d) below.
a. User License.
You may access and use the Purchased Services listed on the cover page solely by the
number of end users corresponding to the number of End User Licenses You purchased.
b. Software Maintenance and Technicai Support.
The purchase of Webiplex's DocuPeak Subscription Based Service includes Software
Maintenance Services and Technical support. All such services shall be provided under and
are subject to the Software Maintenance Agreement being executed concurrently herewith.
Webiplex provides optional technical and application support. Webiplex Purchased
Services Technical Services are available Monday through Friday, excluding holidays by
telephone and through e-mail between 8:00 am and 5:00 pm Pacific Standard Time. Also,
appointments can be scheduled with a Webiplex Systems Programmer /Analyst at a time
convenient to You to provide technical support services.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679 -8703 ♦ www.webiplex.com
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The Software Subscription Agreement (which must be renewed yearly), You will be
entitled to Webiplex's comprehensive "Customer Care Program ". This program includes:
(i) Upgrades and releases of the Purchased Services that You licensed;
(ii) Access to the Webiplex corporate web site, which includes additional technical
materials, documentation, and technical support information related thereto;
(iii) Clients who complete DocuPeak "Application Development" training class will receive
access to a "DocuPeak Sandbox Portal" for development and training;
(iv) For customers using our "on- premise version we provide remote server support. Some
Webiplex customers opt for granting Webiplex staff (or partners) access to their on-
premise server. In these cases, Webiplex can upgrade server software as well as
troubleshoot issues and verify installation stability;
(v) For customers using our "SaaS" version we provide server, storage, backup and third
party software technical support. This includes monitoring system performance, load
balancing, coordinating system upgrades and maintenance, monitor advanced backup
services and upgrades to capacity when required;
(vi) Technical support for the company's designated DocuPeak Applications Administrator.
We provide training to allow the Application Administrator to independently deal with
routine End User support such as adding users, deleted users, adding end users to
groups, updating tables for drop down lists and reset locked out end users.
You can also schedule appointments to conduct needs assessment, provide training and
programming for development of applications including data import, data export, workflow and
integration with other systems.
You acknowledge that additional charges will apply to in person services, including
reimbursement for travel expenses.
d. Restrictions.
You are not licensed or permitted under this Agreement to do any of the following:
(i) Modify, adapt, translate, sell, rent or sublicense (including offering the Purchased
Services to third parties on an applications service provider or time - sharing basis)
(ii) You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise
reverse engineer the Purchased Services, except as otherwise expressly permitted by
applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights
notices (including copyright notices) of Webiplex or its licensors on or within the
Purchased Services or any copies of the Purchased Services.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679 -8703 ♦ www.webiplex.com
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(iii) All license transfers are subject to written approval by Webiplex and may be subject to a
transfer fee determined by Webiplex in its sole discretion. If Your company is, or
substantially all of its assets are, acquired by or merged into another company or sole
proprietorship, please contact Webiplex at "Services @Webiplex.com" regarding
transferring Your license to the new company.
(iv) Allow any other person to access the Purchased Services unless You have obtained a
valid concurrent user license for such person.
(v) Make the Purchased Services available to any organization outside of the company to
which the Purchased Services is licensed in this Agreement. Providing access to Your
business partners or customers is strictly limited to completed applications providing
views of application data or documents and participation in workflow processes.
e. Right to Audit Your Use.
Webiplex reserves the right to audit user login and role security to verify that only the
authorized End Users have access to the Purchased Services.
2 OTHER AGREEMENTS.
You further acknowledge and agree that:
a. Your Other Obligations. Webiplex's obligations under this Agreement are subject to
Your agreement to, and performance of, Your obligations under this Agreement including
the following:
(i) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary to
complete the installation and set -up of the Purchased Services according to Your
business needs; and
(ii) Responding to Webiplex communications and requests for information, and
reviewing information provided or prepared by Webiplex including any work plans,
promptly and reasonably in advance of the installation of the Purchased Services,
notifying Webiplex of any errors.
b. Limitations of the Purchased Services and Use of Technical Support. The below
limitations apply to the Technical Support Services
(i) You will have up to 30 business days after the installation and training of the
Purchased Services to contact Webiplex Customer Services Department with
any questions related to Your initial DocuPeak Application Platform setup. After
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679 -8703 ♦ www.webiplex.com
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that time, the Technical Support Services provided by Webiplex will be limited to
the hours per month specified in any Purchased Services Subscription and
Technical Support Agreement.
(ii) The in- person Technical Support Services may not be available in all cities
and states. Reasonable time prior to appointment for in -house services is
needed to schedule travel and assign staff.
(iii) Webiplex reserves the right to refuse to provide the Technical Support
Services to You and, in such instances, will refund any fees for Technical
Support Services paid by You to Webiplex.
c. Remote installation:
If the Webiplex Systems Programmer /Analyst is providing the Technical Services to You
remotely, the advisor may require control of Your computer via WebEx, Remote Desktop or
other similar remote computing access tools, in order to install software utility programs for
image and file capture and to assist You in configuration of Your applications. You
acknowledge and agree the Webiplex Technical Support staff may access Your computer
remotely for the purpose of providing the Services.
d. Use of the Purchased Services.
Our Responsibilities. We shall: (i) provide to You basic support for the Purchased
Services at no additional charge, and /or upgraded support if purchased separately, (ii) use
commercially reasonable efforts to make the Purchased Services available 24 hours a day,
7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours
notice via the Purchased Services and which We shall schedule to the extent practicable
during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time
Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control,
including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil
unrest, acts of terror, strikes or other labor problems (other than those involving our
employees), or Internet service provider failures or delays, and (iii) provide the Purchased
Services only in accordance with applicable laws and government regulations.
Your Responsibilities. You shall (i) be responsible for Subscription Users' compliance
with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality
of Your data and of the means by which You acquired Your data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Purchased Services, and
notify us promptly of any such unauthorized access or use, and (iv) use the Purchased
Services only in accordance with applicable laws and government regulations. You shall not
(a) make the Purchased Services available to anyone other than Subscription Users, (b)
sell, resell, rent or lease the Purchased Services, (c) use the Purchased Services to store or
transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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material in violation of third -party privacy rights, (d) use the Purchased Services to store or
transmit any malicious code, (e) interfere with or disrupt the integrity or performance of the
Purchased Services or third -party data contained therein, or (f) attempt to gain unauthorized
access to the Purchased Services or their related systems.
Usage Limitations. Services may be subject to other limitations, such as, for example,
limits on disk storage space, number of End Users and access to certain software tools or
functionality. The Services include periodic reports on usage limitations to enable You to
monitor Your compliance with such limitations.
e. Fees and Payment for Purchased Services.
User Subscription Fees. You shall pay all fees specified in all Order Forms hereunder.
Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in
United States dollars (ii) fees are based on services purchased and not actual usage, (iii)
payment obligations are non - cancelable and fees paid are non - refundable, and (iv) the number
of End User subscriptions purchased cannot be decreased during the relevant subscription term
stated on the Order Form. User Subscription fees are based on annual periods that begin on the
subscription start date and each annual anniversary thereof; therefore, fees for User
Subscriptions added during a service period will be charged for the monthly periods remaining
in the subscription term.
Invoicing and Payment. You will provide us with a valid purchase order or alternative
document reasonably acceptable to us to confirm the order terms, conditions, system capacity,
scope of work and price. Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order Form. We will
invoice You in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
You are responsible for maintaining complete and accurate billing and contact information.
Overdue Charges. If any charges are not received from You by the due date, then at our
discretion, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding
balance per month, or the maximum rate permitted by law, whichever is lower, from the date
such payment was due until the date paid, and /or (ii) we may condition future subscription
renewals and Order Forms on payment terms shorter than those specified herein regarding
invoicing and payment.
Suspension of Service and Acceleration. If any amount owing by You under this or any
other agreement for our services is 30 or more days overdue, we may, without limiting our other
rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all
such obligations become immediately due and payable and suspend our services to You until
such amounts are paid in full.
Payment Disputes. We shall not exercise our rights hereunder (for overdue charges or
suspension of service and acceleration) if the applicable charges are under reasonable and
good -faith dispute and You are cooperating diligently to resolve the dispute.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including but not limited to value- added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction
(collectively, " Taxes "). You are responsible for paying all Taxes associated with Your
purchases hereunder. If we have the legal obligation to pay or collect Taxes for which You are
responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You,
unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing
authority. For clarity, We are solely responsible for taxes assessable against it based on our
income, property and employees.
3. PRIVACY AND DATA USE.
The information we hold about You will be used to provide the Purchased Services
requested and for identification, account administration, analysis and fraud /loss prevention
purposes. For details about Webiplex privacy policies, please refer to our Privacy Statement
contained either in the Purchased Services, at www.webiplex.com privacy policy relating to the
Purchased Services product You purchased. You agree to be bound by the applicable Webiplex
privacy policy, as it may be amended from time to time in accordance with its terms.
You exclusively own all rights, title and interest in and to all of Your data.
We reserve all rights, title and interest in and to the Purchased Services.
4. DISCLAIMER; NO WARRANTIES,
THE PURCHASED SERVICES, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH
THE PURCHASED SERVICES OR SERVICES ARE PROVIDED WITHOUT WARRANTY "AS-
IS" AND "AS AVAILABLE ", TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
WEBIPLEX, ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE
PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS ") DISCLAIM ALL
GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE PURCHASED SERVICES, SERVICES, CONTENT, CDROMS AND
RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, TITLE, MERCHANTABILITY, AND NON - INFRINGEMENT. WEBIPLEXDOES NOT
WARRANT THAT THE PURCHASED SERVICES OR SERVICES ARE SECURE OR FREE
FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE PURCHASED
SERVICES OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, WEBIPLEX
DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR
CONTENT OR DATA THROUGH THE PURCHASED SERVICES OR CONTINUED ACCESS
TO THE TRIAL VERSION OF THE PURCHASED SERVICES OR TO THE DATA ENTERED
INTO THE TRIAL VERSION OF THE PURCHASED SERVICES AFTER THE TRIAL PERIOD
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT,
ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE
OF PURCHASE OR DELIVERY OF THE PURCHASED SERVICES, AS APPLICABLE.
HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS
THAT VARY FROM STATE TO STATE.
THE PURCHASED SERVICES AND ANY RELATED SERVICES OR CONTENT ARE
DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING
THAT WEBIPLEX AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL,
ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER
EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL
SHOULD BE SOUGHT. WEBIPLEX EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR USE OF THE PURCHASED SERVICES WILL SATISFY ANY
STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR
OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS,
INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT OF 1996 ( "HIPAA "), THE GRAMM- LEACH - BLILEY ACT OF 1999,
THE SARBANES -OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR
REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF
THIS PURCHASED SERVICES, RELATED SERVICES OR CONTENT IS IN ACCORDANCE
WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES
IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR
BUSINESS.
Any warranties or guarantees given or made by Webiplex with respect to the Purchased
Services (a) are solely for the benefit of You as the registered user of the Purchased Services
and are not transferable, and (b) shall be null and void if You breach any term or condition of
this Agreement.
5. LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES.
YOU AGREE THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY LOSS, COST,
LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR
PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF
WEBIPLEX AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO
THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE
PURCHASED SERVICES UNDER THIS AGREEMNT,
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UNLESS OTHERWISE SEPARATELY AGREED BY WEBIPLEX IN WRITING. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBIPLEX AND ITS SUPPLIERS
SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF
BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF
DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS
TAKEN BY YOU, USE OF THE PURCHASED SERVICES WITH HARDWARE OR OTHER
PURCHASED SERVICES THAT DOES NOT MEET WEBIPLEX'S SYSTEMS
REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WEBIPLEX, ITS
SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION
AND /OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN WEBIPLEX AND YOU. WEBIPLEXWOULD
NOT BE ABLE TO HAVE PROVIDED THIS PURCHASED SERVICES OR SERVICES
WITHOUT SUCH LIMITATIONS BEING EXPRESSLY AGREED UPON BY US.
6. INDEMNIFICATION.
You shall indemnify, defend and hold Webiplex and its affiliates and their officers,
directors, employees and suppliers harmless from any and all claims, actions, suits
proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees,
which arise out of or relate to: (i) Your use of the Purchased Services; (ii) any actual or alleged
violation of this Agreement or law, rule or regulation by You (including without limitation, any
person or employee utilizing the Purchased Services) of any intellectual property, privacy or
other right of any person or entity, or (iv) information or content that You submit, post, transmit
or make available in conjunction with use of the Purchased Services.
7. TERMINATION.
Your rights under this Agreement may be terminated by Webiplex immediately and
without notice if You fail to comply with any term or condition of this Agreement or no longer
consent to receipt of electronic communications. Upon such termination, You must immediately
cease using the Purchased Services Any termination of this Agreement shall not affect
Webiplex's rights hereunder. Webiplex shall have the right to change or add to the terms of its
Agreement at any time (provided that it is not Webiplex's intent that such change substantially
affect the license rights granted to You in Section 1 and for which consideration was paid by
You), and to change, delete, discontinue, or impose conditions on any feature or aspect of the
Purchased Services or Services (including internet based services, pricing, technical support
options, and other product - related policies) upon notice by any means Webiplex determines in
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its discretion to be reasonable, including sending You an email notification or posting
information concerning any such change, addition, deletion, discontinuance or conditions in the
Purchased Services.
8. AMENDMENT.
Except as provided in Section 7 above, the obligations of the parties pursuant to this
Agreement may not be released, discharged, supplemented, interpreted, amended, or modified
in any manner except in a writing signed by a duly authorized representative of each of the
parties.
9. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement and understanding between the
Parties with respect to the subject matter contained in this Agreement and supersedes any prior
or contemporaneous communications or proposals whether oral, written or electronic, between
the parties.
10. CHOICE OF LAW:
This Agreement will be governed by California law as applied to agreements entered
into and to be performed entirely within California, without regard to its choice of law or conflicts
of law principles that would require the application of law of a different jurisdiction, and
applicable federal law. The United Nations Convention on Contracts for the International Sale
of Goods does not apply to this Agreement.
11. HEADINGS.
Headings are included for convenience only, and shall not be considered in interpreting
this Agreement.
12. DISPUTES: BINDING ARBITRATION:
in the event of any dispute with respect to any matter arising out of this Agreement or
any third party agreement with regard to controversies regarding this Agreement, as the same
may be amended or supplemented, such dispute shall be submitted to arbitration upon request
of any one or more of the disputants, which arbitration shall occur in Orange County, California
and in accordance with the rules of the American Arbitration Association. The decision and
award of the arbitration panel shall be final and binding upon the disputants, and judgment may
be entered thereon in accordance with applicable law in any court having jurisdiction thereof.
The agreement herein to arbitrate shall be specifically enforceable under applicable law in any
court having jurisdiction thereof. All costs of arbitration and the prevailing party' expert and
attorney' fees shall be borne by the non - prevailing party. The parties hereby waive their right
to a trial by jury. THE PARTIES WILL NOT RAISE IN CONNECTION HEREWITH, AND
HEREBY WAIVE, A TRIAL BY JURY AND /OR ANY DEFENSES BASED UPON THE VENUE,
THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE
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SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY ACTION ARISING FROM
SUCH DISPUTE.
13. NOTICES.
Any process in any action or proceeding commenced arising out of any such claim,
dispute or disagreement, may, among other methods, be served upon any party by delivering or
mailing the same, via registered or certified mail, addressed to a party at the address set forth
herein or such other address as You may designate. Any such delivery or mail service shall be
deemed to have the same force and effect as personal service in California.
14. MISCELLANEOUS.
Except as expressly set forth in this Agreement, this Agreement is a complete statement
of the agreement between You and Webiplex and sets forth the entire liability of Webiplex and
Your exclusive remedy with respect to the Client Software and its use. The suppliers, agents,
employees, distributors, and dealers of Webiplex are not authorized to make modifications to
this Agreement, or to make any additional representations, commitments, or warranties binding
on Webiplex. Any waiver of the terms herein by Webiplex must be in a writing signed by an
authorized officer of Webiplex and expressly referencing the applicable provisions of this
Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law,
then it shall be changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law, and the remaining provisions will continue in full
force and effect
15. EXPORT RESTRICTIONS.
You acknowledge that this Purchased Services is subject to the U.S. Export
Administration Regulations (15 CFR, Chapter VII) and that You will comply with these
regulations. You will not export or re- export this product, directly or indirectly, to: (1) any
countries that are subject to US export restrictions; (2) any end user who has been prohibited
from participating in US export transactions by any federal agency of the US government; or (3)
any end user who You know or have reason to know will utilize them in the design, development
or production of nuclear, chemical or biological weapons. You further acknowledge that this
product may include technical data subject to export and re- export restrictions imposed by US
law.
16. U.S. GOVERNMENT.
The Purchased Services is a "commercial item," as that term is defined at 48 C.F.R.
2.101 (OCT 1995), consisting of "commercial computer Purchased Services" and "commercial
computer Purchased Services documentation," as such terms are used in 48 C.F.R. 12.212
(SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 -1 through 227.7202 -4
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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(JUNE 1995), all U.S. Government End Users acquire the Purchased Services with only those
rights set forth herein.
17. WEBIPLEX CONTACT INFORMATION
Webiplex, Inc
4667 MacArthur Blvd. Suite 310
Newport Beach, CA 92660
Phone: 949.679 -8703, ext 101
Technical: Robert Rennie
President / CTO
RobR @webiplex.com
IN WITNESS WHEREOF, the parties have executed this SaaS License Agreement as of the
date set forth by their names below.
LICENSEE SIGNATURE
WEBIPLEX SIGNATURE
Name (Printed):
Title:
Signature:
Date:
Name: Ronald Rubino
Title: CEO
Signature:
Date:
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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Customer Care Software Maintenance Program
Effective Date: July 1, 2012
Name of Licensee Entity: City of El Segundo Police Department
Licensee Address: 348 Main Street El Segundo, California 90245
Name of Contact Person: Bob Turnbull, Captain Field Operations Bureau
Email of Contact Person: RturnbullLelsegundo.org
Telephone number of Contact Person: 31 0- 524 -2250
1. CUSTOMER SERVICES ( "SOFTWARE TECHNICAL SERVICES ")
(i) Webiplex provides optional Software Subscription and Technical Support. Software
Technical Services is available Monday through Friday, excluding holidays by
telephone and through e-mail between 8:00 am and 5:00 pm Pacific Standard Time.
Also, appointments can be scheduled with a Webiplex Software Technical Support at
a time convenient to you to provide support services.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
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The standard Webiplex Software Subscription and Technical Support agreement
includes remote support for software bugs or technical assistance. Professional
services for training, requirements analysis, application development, application
administration and operating or database software problems not related to DocuPeak
software can be purchase. You can also schedule in- person services to conduct need
assessment, application design, conduct training and modify or develop DocuPeak
applications. Additional changes will apply to in person services, including
reimbursement for travel expenses.
Webiplex Software Technical Support's is available to provide you with an initial
assessment of their application needs and provide a scope of work statement that will
be used to estimate the hours and cost for application development services. The
assessment will also include recommendations of what DocuPeak software version
and end user licenses are needed based on information you provided, if you do not
already have such software. If you agree to continue using the Services after your
business needs assessment, you and the advisor will schedule a mutually agreeable
time for the advisor to install DocuPeak software on your Application server (if you
purchase on- premise license). This service is typically provided as remotely. In
person installation services can be purchased and scheduled. If you have purchased
DocuPeak software subscription a web portal will be provided for access to the
DocuPeak application platform.
(iv) Webiplex is not providing to you, and the Services provided hereunder are not and
shall not be deemed or construed to be, legal, financial or investment advice or
recommendations. You should consult with your own legal, financial or investment
advisors, as appropriate. Further, you agree that Webiplex, Inc is not acting as your
agent or fiduciary in connection with your use of the Services.
(v) Webiplex's obligations under this Agreement are subject to your agreement to, and
performance of, your obligations under this Agreement including the following:
(1) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary to
complete the installation and set -up of the DocuPeak software according to your
business needs; and
(2) Responding to Webiplex communications and requests for information, and
reviewing information provided or prepared by Webiplex including any work plans,
promptly and reasonably in advance of the installation of the DocuPeak software,
notifying Webiplex of any errors.
(vi). Limitations of the Software Subscription and Technical Support.
The below limitations apply to the Technical Services.
(1) You will have up to 30 business days after the installation and training of the
software to contact Webiplex Software Technical Support Department with any
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
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questions related to your initial DocuPeak installation and setup. After that time, the
Services provided by Webiplex will be limited to the hours per month specified in
your Software Subscription and Technical Support Agreement.
(2) The in- person Technical Support Services may not be available in all cities and
states. Reasonable time prior to appointment for in -house services is needed to
schedule travel and assign staff.
(3) Webiplex reserves the right to refuse to provide the Technical Support Services to
you and, in such instances, will refund any fees for Technical Support Services paid
by you to Webiplex.
(vii). Remote DocuPeak Installation. If the Webiplex staff is providing Technical
Services to you remotely, the advisor may require control of your computer via
Go -To- Meeting or other similar remote computing access software tools, in order
to install the DocuPeak software and the customized data files on you computer.
You acknowledge and agree the Webiplex Technical Support staff may access
your computer remotely for the purpose of providing the Services.
2. FEEDBACK
Webiplex may provide you with a mechanism to provide feedback, suggestions and ideas about
its Software and Services ( "Feedback "). You agree that Webiplex may, in its sole discretion, use
the Feedback you provide to Webiplex in any way, including in future modifications of
DocuPeak, multimedia works and /or advertising and promotional materials relating thereto. You
hereby grant Webiplex a perpetual, worldwide, fully transferable, irrevocable, royalty free
license to use, reproduce, modify, create derivative works from, distribute and display the
Feedback, in any manner and for any purpose.
3. PRIVACY
For details about Webiplex privacy policies, please refer to the DocuPeak Privacy Statement
contained either in the Software, at www.vvebialex.eurn privacy policy relating to the Software
product you purchased. You agree to be bound by the applicable Webiplex privacy policy, as it
may be amended from time to time in accordance with its terms.
4. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10 ABOVE, THE SOFTWARE,
SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR
SERVICES ARE PROVIDED "AS -IS" AND, TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, WEBIPLEX, ITS AFFILIATES, LICENSORS, THIRD PARTY
CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY,
"SUPPLIERS ") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES,
CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON -
INFRINGEMENT. WEBIPLEXTM DOES NOT WARRANT THAT THE SOFTWARE OR
SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
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ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR
REQUIREMENTS. FURTHER, WEBIPLEX DOES NOT WARRANT ACCESS TO THE
INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE
SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE
OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER
THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT
APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN
DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE
SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC
LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE
TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO
OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT
WEBIPLEX AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL,
ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER
EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT
PROFESSIONAL SHOULD BE SOUGHT. WEBIPLEX EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL
SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST
WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY
APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
( "HIPAA "), THE GRAMM- LEACH - BLILEY ACT OF 1999, THE SARBANES -OXLEY ACT
OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE
SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE,
RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT
IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS,
REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR
BUSINESS.
All warranties or guarantees given or made by Webiplex, Inc with respect to the Software (a) are
solely for the benefit of you as the registered user of the Software and are not transferable, and
(b) shall be null and void if you breach any term or condition of this Agreement.
5. LIMITATION OF LIABILITYAND DAMAGES
YOU AGREE THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY LOSS,
COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR
PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY
OF WEBIPLEX AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR
RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY
YOU FOR THE SOFTWARE, UNLESS OTHERWISE SEPARATELY AGREED BY
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WEBIPLEX IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, WEBIPLEX AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR
ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION
FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE,
LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE
SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET
WEBIPLEX' S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF WEBIPLEX, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND /OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF
DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN WEBIPLEX AND YOU. WEBIPLEXTM WOULD NOT BE
ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH
LIMITATIONS.
6. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY
( "CONSENT ")
(a) Consent to Electronic Communications.
Webiplex may be required by law to send "Communications" (as defined below) to
you that may pertain to the Software, the use of information you may submit to
Webiplex, and the Third Party Services you choose. Additionally, certain of the Third
Party Services you choose may require Communications with the third parties who
administer these programs. You agree that Webiplex, on behalf of itself, and others
who administer such services (as applicable), may send Communications to you by
email by posting them at one or more of our sponsored websites, such as
www.Webiplex.com. You consent to receive these Communications electronically.
The term "Communications" means any notice, record, agreement, or other type of
information that is made available to you or received from you in connection with the
Software and the Third Party Services.
(b) Consenting to Do Business Electronically,
The decision whether to do business electronically using Webiplex DocuPeak software
is yours and you should consider whether you have the required hardware and software
capabilities described below. Your consent to do business electronically, and our
agreement to do so, applies to this Agreement, the Software and any applicable Third
Party Services.
(c) Communication Requirements.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92560
Phone: (949) 679 -8703 ♦ www.webiplex.com
EXHIBIT B Page 6 of 7
We"' b i p I Ne, .
In order to access and retain an electronic record of Communications, you will need
computer, a monitor, a connection to an Internet service provider, Internet browser
software that supports 128 -bit encryption, and an e-mail address. By accepting the
terms of the license agreement, you are indicting your agreement to have each of these
and the means to access, and to print or download communications. We do not provide
ISP services. You must have your own Internet service provider.
(d) Withdrawal of Consent.
If you later decide that you do not want to receive future Communications
electronically, write to us at Webiplex, Inc at 4667 MacArthur Blvd, Suite #310,
Newport Beach, CA 92660. Clearly state your desire to withdraw consent of electronic
communication. If you withdraw your consent to receive Communications
electronically, we may terminate your use of the Software and Third Party Services.
(e) Changes to Your Email Address.
In order to provide you with the Communications, you agree to notify us promptly of
any change in your email address. You can do so by emailing us at
Services, webiplex.com (please include both your old and new email addresses).
7, MISCELLANEOUS
Except as expressly set forth in this Agreement, this Agreement is a complete statement of the
agreement between you and Webiplex and sets forth the entire liability of Webiplex and its
Suppliers and your exclusive remedy with respect to the Software, Webiplex Services, and Third
Parry Services and their use. The Suppliers, agents, employees, distributors, and dealers of
Webiplex are not authorized to make modifications to this Agreement, or to make any additional
representations, commitments, or warranties binding on Webiplex. Any waiver of the terms
herein by Webiplex must be in a writing signed by an authorized officer of Webiplex and
expressly referencing the applicable provisions of this Agreement. If any provision of this
Agreement is invalid or unenforceable under applicable law, then it shall be changed and
interpreted to accomplish the objectives of such provision to the greatest extent possible under
applicable law, and the remaining provisions will continue in full force and effect. This
Agreement will be governed by California law as applied to agreements entered into and to be
performed entirely within California, without regard to its choice of law or conflicts of law
principles that would require the application of law of a different jurisdiction, and applicable
federal law. The United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and
venue in the state courts in Orange County, California or federal court for the Southern District
of California. Headings are included for convenience only, and shall not be considered in
interpreting this Agreement. As used in this Agreement, the word "including" means "including
but not limited to." This Agreement does not limit any rights that Webiplex may have under
trade secret, copyright, patent or other laws.
4667 MacArthur Blvd Suite 310 + Newport Beach, CA 92660
Phone: (949) 679 -8703 ♦ www.webiplex.com
J, &
9Wu� a qflh
We'-biple EXHIBIT B Page 7 of 7
8. TERMINATION AND AMENDMENT
Your rights under this Agreement may be terminated by Webiplex immediately and without
notice if you fail to comply with any term or condition of this Agreement or no longer consent to
receipt of electronic Communications. Upon such termination, you must immediately cease
using the Software and any Service, and delete or destroy all complete and partial copies of the
Software, including all backup copies. Any termination of this Agreement shall not affect
Webiplex's rights hereunder. Webiplex shall have the right to change or add to the terms of its
Agreement at any time (provided that it is not Webiplex's intent that such change substantially
affect the license rights granted to you in Section 1 and for which consideration was paid by
you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the
Software or Services (including internet based services, pricing, technical support options, and
other product - related policies) upon notice by any means Webiplex determines in its discretion
to be reasonable, including sending you an email notification or posting information concerning
any such change, addition, deletion, discontinuance or conditions in the Software or on any
Webiplex sponsored web site.
9. EXPORT RESTRICTIONS
You acknowledge that this software is subject to the U.S. Export Administration Regulations (15
CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-
export this product, directly or indirectly, to: (1) any countries that are subject to US export
restrictions; (2) any end user who has been prohibited from participating in US export
transactions by any federal agency of the US government; or (3) any end user who you know or
have reason to know will utilize them in the design, development or production of nuclear,
chemical or biological weapons. You further acknowledge that this product may include
technical data subject to export and re -export restrictions imposed by US law.
10. U.S. GOVERNMENT.
The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995),
consisting of "cnmmP- .rcial r.nMmitPr enft ?vgrP" A�,rl "rnmmPrrial rnmrvitar cnfhx.ura
__..�__ _ .............. ,....t �..
documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202 -1 through 227.7202 -4 (JUNE 1995), all U.S. Government
End Users acquire the Software with only those rights set forth herein.
11. HEALTH INFORMATION AND PRIVACY.
If you intend to use the Software, related services and content in conjunction with the medical or
health information of particular individuals, you acknowledge and agree that the Software,
related services and content are not "HIPAA- ready" or "HIPAA- compliant" and will not assist
with or ensure compliance with HIPAA, and that you are solely responsible for using the
Software, related services and content in a manner consistent with all applicable federal and state
privacy laws relating to medical or health information.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679 -8703 ♦ www.webiplex.com
Web pplle
Date: May 17, 2012
PRICE QUOTE: SaaS Enterprise Version with eSubpoena
Customer: City of El Segundo
Contact: Bob Turnbull, Captain, Bturnbull @elsegundo.org, 310 - 524 -2250
Price Quote Provided by: Ron Rubino, 949 - 683 -6130, Ron @webiplex.com
EXHIBIT C
Notes:
1. Additional concurrent end users licenses can be purchased at rate of $495 annual subscription per concurrent
license. Discounts apply for purchase of service packs of 5, 25 or 100 end user licenses.
2. DocuPeak supports multiple applications. These additional applications can include Task Tracking, Service
Requests, Case Management, Contracts Administration, Grants Administration and other workflow or electronic
document applications needed by the City.
3. Professional services can be purchased on a project or hourly basis to configure additional applications.
4. Training classes are available to learn how to use DocuPeak Application Studio to develop applications.
Annual Subscription
Fee
Product Item
Description
List Price
DP- SAASENT
DocuPeak Application Platform SaaS Subscription w/ 1 admin + 5
$ 4,995.00
concurrent end user licenses, unlimited DocuPeak application web
forms and 20 GB storage.
DP- SAASSB
DocuPeak Scan Bench Subscription (Per workstation for 1 year)
$ 59.95
Total Annual Subscription Fee
$ 5,054.95
Professional Service - Subpoena Management Application
DP- SAASINSTALL DocuPeak Portal Setup
$ 300.00
DP- SUBPINSTALL
DocuPeak Software Subpoena Management App with e- Delivery
$ 1,995.00
from LA District Attorney's Office. This cost includes configuration
of application, reports and notifications. Also services for testing
of e- delivery services from the DA.
DP- TRAIN(
Subpoena Management Application Training Program including
$ 800.00
development of end user guide and train the trainer assistance. (8
hour block)
Total Professional Services
$ 3,095.00
Payment Term (Invoices are due net 15 days from receipt)
Inv # 1 - Start of contract Professional Services for eSubpoena
$ 3,095.00
I M p l e rn a ntat i on
Inv #2 on 7/1/2012 - SaaS Fee for 7/1/12 to 9/30 /12 services
$ 1,263.74
period
Inv #3 on 10/1/2012 - for Oct 1 to Sept 30, 2013 services period.
$ 5,054.95
Subscription may be renewed annually.
Notes:
1. Additional concurrent end users licenses can be purchased at rate of $495 annual subscription per concurrent
license. Discounts apply for purchase of service packs of 5, 25 or 100 end user licenses.
2. DocuPeak supports multiple applications. These additional applications can include Task Tracking, Service
Requests, Case Management, Contracts Administration, Grants Administration and other workflow or electronic
document applications needed by the City.
3. Professional services can be purchased on a project or hourly basis to configure additional applications.
4. Training classes are available to learn how to use DocuPeak Application Studio to develop applications.
5. Training for DocuPeak Subpoena Management application has been included in this price quote. This includes
development of end user guide and train - the - trainer assistance.
6. The annual subscription fee is billed annually in advance of the service period. Special billing terms can be
structured to deal with timing of budget approval.
7. The City will be invoices for the SaaS subscription on July 1 for the service period of July 1 to September 30, 2012
(one quarter = $1,263.74) You professional service costs of $3,095.00 will also be billed July 1. Payment is due net 15
8. Next fiscal year the City will be billed in October 1 for the annual subscription of $5054.95, due net 15 days. This
equals monthly cost of only $421.24.
9. DocuPeak subscription price will not increase through September 30, 2013. Any future price increase may not
exceed 3.5% per year.
10. The software license will be assigned to the City of El Segundo. This means other departments can utilize the
DocuPeak SaaS application platform in the future with no increase in the basis software annual subscription. The
scope, volume of documents, transactions, complexity and number of end users of future applications could require
the city to purchase additional concurrent end users licenses, storage capacity or advanced workflow and design
utilities.
Price quote is valid for 30 days from receipt. Approval can be indicated by signing the quote and returning a
confirming purchase order.
City of El Segundo
APPROVAL BY
Name:
Title:
Date: