HomeMy WebLinkAbout08. Authorize Agmt w-Webiplex to provide PD Software Svcs for Court Subpoena Mgmt SystemItem No.
W2209M�j
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCICITY MANAGER
FROM: OFFICE OF THE CITY MANAGER
BY: CARL D. CHARLES, CHIEF OF POLICE
DATE: NOVEMBER 27, 2018
SUBJECT: PURCHASE OF WEBIPLEX SOFTWARE FOR THE MANAGEMENT OF THE
DEPARTMENT'S COURT SUBPOENA SYSTEM
That the City Council authorize the Police epartment to enter into an agreement with
"Webiplex" to provide software services for the department's court subpoena
management system.
Several years ago the Los Angeles County Court System transitioned from traditional
it paper" court subpoenas for department employees to a digital system known as "E -
Subpoena." As a result, the department was required to provide a software interface
which would provide oversight for the issuing and tracking of court subpoenas. Instead
of purchasing third -party software to accomplish those tasks, a sworn employee at the
time was able to create a software interface to manage the county's subpoena system�
Recently, the department has been experiencing problems with that interface resulting
in complications with the distribution and tracking of court subpoenas. Since the
employee that created the software has since retired from the department, addressing
• issues has proven to be • As a result, the department •'i. looking at
other options.
PURCHASE OF WEBIPLEX SOFTWARE FOR'THE"MANAGEMENT OF THE DEPARTMENT'S COURT
SUBPOENA SYSTEM
NOVEMBER 27, 2018
PAGE 2
The purchase of this system Will be made pursuant to the City of Downey purchasing
guidelines.
Annual service agreement cost for the program will would be $4,995.00 and will be
funded from the department's administrative contract services account #10-4-2110-
0700.
Grand total for 2018-2019 budget year is $8,495.00. Annual cost thereafter will be
$4,995.00.
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state, federal or foreign taxes, levies or duties of any
nature, including value-added, sales use or withholding
taxes ("Taxes"). Customer is responsible for paying all
Taxes, excluding only taxes based on Webiplex's net
income. If `i •': has the legal obligation to pay or
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Section, the appropriate amount shall be invoiced to and
paid by Customer unless Customer provides Webiplex
with a valid tax exemption certificate authorized by the
appropriate taxing authority.
4.4. Late Payments. Any payments which are more
service charge equal to 1.5% of the amount due
(calculated on a monthly basis) or the maximum amount
allowed by law, whichever is less.
5. Proprietary Rights.
5.1. Ownership of customer bata. As between
Webiplex and Customer, all title and intellectual property
Data is out
Service offering makes daily backup copies of tht
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maintains such data for a period of time consistent with
Webiplex standard business processes.
5.2. Webiplex Intellectual Property Rights.
Customer agrees that all rights, title and interest in and to
all intellectual property rights in the Service and all
modifications, extensions, customizations, scripts or other
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granted to Customer do not convey any rights in the
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any intellectual property rights thereto. In addition,
Webiplex shall have a royalty -free, worldwide,
transferable, sub -licensable, irrevocable, and perpetual
license to use or incorporate into the Service any
suWlestions enhancement reauests, recommendations or
other feedback provided by Customer, including End
Users� relating to the operation of the Service. Any rights
not expressly granted herein are reserved by Webiplex.
and service names are marks of Webiplex or DocuPeak,
P P agrees Wo.
T. Terms of Service. Customer agrees to the
following terms of service.
6.1. Customer Must Have Internet Access. bSL,
cable or another high-speed Internet connection is
is responsi•i or ploctrint ar1TVTrT-CMW-WTfffrTgr7 WITFOTW17
connections that connect the Customer network to the
Service, including, but not limited to, "browser" software
by Webiplex, and to follow logon procedures for services
that support such protocols. Webiplex is not responsible
for notifying Customer of any upgrades, fixes or
enhancements to any such software or for any
compromise of data transmitted across computer
networks or telecommunications facilities (including but
by Webiplex. Webiplex assumes no responsibility for the
in this Section.
61. Accuracy of Customer0s Contact Information.
Customer shall provide accurate, current and complete
ess name address.
email address and phone number, and maintain and
promptly update this information if it should change.
6.3. Email and Notices. Customer shall provide
email address for communication and notice purposes
relating to this Agreement. Customer agrees t6 accept
emails from W6biplex at the above e-mail address
specified under this Section 6.3. Webiplex may provide
any and all notices, statements, and other
communications to Customer through either e-mail, by
mail or express delivery service. Webiplex recommends
addresses be provided so that notices are reviewed
promptly and not delayed due to the absence of one
individual. In addition, Webiplex may rely and act on all
above-specified e-mail address.
6A. End Users: Passwords, Access an
Notification. Customer shall authorize access to and
assign unique passwords and user names to their
authorized Users for utilization of the Service procured by
Customer on the Estimate/Order Form. Customer will be
I responsible for the confidentiality and use of; User's
passwords and user names. Customer will also be
responsible for all Electronic Communications, including
those containing business information, accou I
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through the Service or under Customer's account.
Webiplex will act as though any Electronic
Custoomer shall use commerciallyreasonable
effortsi prevent i.. `• access to or use of
Service and shall promptly notify Webiplex of any
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and/or i'.numbers.
6.5. Customer'sConduct.
allows Customer to send Electronic Communications
directly to Webiplex and to third parties. •
comply with all applicable local, state, federal, and foreign
laws 'i u labo ns and conventions in connection
with its use of i without limitation
those a. • to privacy,r communications and
ensuringanti-spam legislation. Customer is responsible for
that its use of • store
or process
Industrycredit card data complies with applicable Payment Card
Data Security Standards
requirements and shall store credit card and social
security data only in encrypted fields for such data, In
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Webiplex is noti on your behalf as a Business
Associate or subcontractor (as such terms are used,
defined, is described in the Health Insurance Portability
• Accountability Act of ••r, as amended and
supplemented ("HIPAK))� (ii) the Service is not HIPAA-
i • and (iii) Customer may not
be HIPAA-compliant. Customer shall comply with the
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permits, licenses and authorizations required for such
compliance. • '.. limitino the foLeeQjar,%_(�)ii
represents hat it is not nam d on qnv U.S. n vernment lisl
of persons or entities Prohibited r i' •i
Ciist*nt i` f Users to .MA I f
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or f: and (iii) Customer shall comply
applicable laws regarding the transmissionof
data exported from the United States and the country in
which its End Users are located. Customer will not send
any Electronic i • from
harassing, libelous,defamatory or r
Except as permitted by this Agreement, no part of the
Service may be copied, reproduced, distributed,
reXcublished disxlag�posted or transmitted in ano form
tr by r agrees notto access the
Service by any meansother r.:i ... interfaces
ul
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Internet links to the Service which include log -in
information, user names, passwords, and/or secure
any opinions contained in Customer's Electronic
Communications are err `r by 'i #'Customer
Users is in accordance with the terms and conditions of
this Agreement, including but not limited to those End
Users that are contractors # agents,iCustomer's
agents or Affiliates shall be deemed an action or breach
by Customer and Customer waives all of those defenses
that Customer # should not
be- liable for Customer's contractors', agents' or Affiliates'
acts omissions and noncomQliance with this ai e. _
6.6. Transmission of Data. Customer understands
that the technical processing r'. transmission of
Customer's • Communications
necessary to use of fexpressly
consents to Webiplex's interception and storage of
Electronic i . 't. i and/or Cust• ' Data, :. i.
Customer i `r' and understands
Customer'si # . finvolve
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only •.rt of be owned and/or operated by
accessedWebiplex. Customer further acknowledges and
understands that Electronic Communications may be
by . i -r parties when • '. •.
across• communications
telephone i other electronic' f i 1. _ i
Customer delayed, lost,altered,
whatsoever across networks not owned and/or operated
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Customer's local network.
# f i classes, professional
consultation . • support services. Customer
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Vlet)iplex anwor not engaging T.
authorized implementation partner in the provision of
professional services may substantially limit Customer's
ability to successfully utilize the Service or to enjoy the
power and potential of the Service.
6.8. Service Level. During the Term� the Service
offering will meet the service level specified in the "Service
Level Commitment", listed on the Webiplex website
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achieve the service level_lb-en Customer will be entitled,
as its sole and exclusive remedy, to a credit for the
in the Service Level Commitment.
6.9. Security. Webiplex shall maintain commercially
reasonable administrative, physical and technical
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of Customer Data.
6.10. Modifications; Discontinuation of Sb�rvic6.
a. Webiplex may make
the Service from time to time and may use commercially
reasonable efforts to notify Customer of any material
modifications, Webiplex reserves the right to discontinue
o . ffering the Service at the conclusion of Customer's then
current subscription term for such Service.
b. L6pdj�Latle Terrns� If Webiplex makes a
material change to any applicable Service Terms, then
Webiplex will notify Customer by either sending an email
Administrator's instance of Customer's account. If the
days after receiving notice of the change. If Customer
notifies Webiplex as required, then Customer will remain
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term for the affected Service. If the affected Service is
renewa;V, itwill Wa ranew6e wnierWa�pi�lex's4�eA cwrre
Service Terms.
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7.1. Suspension for Delinquent Account.
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ebiplex reserves the rright to suspend Customer's and
lany Customer Affiliates' access to and/or use of the
Service for any accounts (i) for which any payment is due
but unpaid but only after Webiplex has provided Customer
two (2) delinquency notices, and at least thirty (30) days
have passed since the transmission of the first notice, or
(ii) for which Customer has not paid for the renewal term
and has not notified Webiplex of its desire to renew the
Service by the end date of the then current subscription
term. The suspension is for the entire account and
Customer understands that such suspension would
therefore include Affiliate sub -accounts. Customer agrees
that Webiplex shall not be liable to Customer or to any
Customer Affiliate or other third party for any suspension
of the Service pursuant to this Section 7, 1.
7.2. Suspension for Ongoing Harm. Customer
agrees that Webiplex may with reasonably
11
contemporaneous telephonic notice to Customer suspend
I F ss to the Service if Webi%lex reasonablp concludes
that Customer's Service is being used to engage in denial
of service attacks, spamming, or illegal activity, and/or use
of Customer's Service is causing immediate, material and
ongoing harm to Webiplex or others. In the extraordinary
event that Webiplex suspends access to the Service,
Webiplex will use commercially reasonable efforts to limit
the suspension to the offending portion of the Service and
resolve the issues causing the suspension of Service.
Customer agrees that Webiplex: shall not be liable to
Customer nor to any third party for any suspension of the
Service under such circumstances as described in this
Section 7.2.
7.3. Termination for Cause/Expi ration � Either party
may immediately terminate this Agreement and all
Estimate/Order Forms issued hereunder in the event the
other party commits a material breach of any provision of
this Agreement which is not cured within thirty (30) days of
written notice from the non -breaching party.
Such notice by the complaining party shall expressly state
all of the reasons for the claimed breach in sufficient detail
so as to provide the alleged breaching party a meaningful
opportunity to cure such alleged breach and shall be sent
to the General Counsel of the alleged breaching party at
the address listed in the heading of this Agreement (or
such other address that may be provided pursuant to this
Agreement) ("Notice"). Upon termination or expiration
this Agreement, Customer shall have no rights to contin
use of the Service. If this Agreement is terminated
Customer for any reason other than a terminati
expressly permitted by this Agreement, then VVebipll
shall be entitled to all of the fees due until the time•
termination under this Agreement for the entire Term.
this Agreement is terminated as a result of VVebiple
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paid by Customer to VVebiplex under this Agreement
the terminated portion of the Term. I
7.4. Handling of Customer Data Upon
Termination. Customer agrees that following termination
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"live" site. During this 90 -day period and upon Customer's
request, Webiplex will grant Customer limited access to
the Service for several days for the sole purpose of
permitting Customer to retrieve Customer Data, provided
that Customer has paid in full all good faith undisputed
amounts owed to 'i i' Customer further agrees that
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party for any termination of Customer access to the
Service or deletion of Customer Data, provided that
VVebiplex is in compliance with the terms of this Section
directed by Customer; (c) to protect the confidentiality
thereof in the same manner as it protects the
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the protection of such Confidential Information, including
but not limited to inputting credit card data and social
security numbers only in the fields designated for such
available to authorized persons only on a "need to know"
basis. Either party may disclose Confidential Information
on a need to know basis to its contractors and service
providers who have executed written agreements
requiring them to maintain such information in strict
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their services in connection with the performance of this
Agreement. Notwithstanding the foregoing, this Section
to the extent that such disclosure is permitted by law or
order of a court or other governmental authority or
regulation,
9. Warranties.
9.t Warranty of Functionality. Webiplex warrant
that: (i) the Service will achieve in all material re pects th
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infringes third party copyrights, trade secrets or
trademarks and shall hold Customer harmless from and
against liability, damages, and costs finally awarded or
entered into in settlement (including, without limitation,
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extent based upon such a Claim.
Excluded from the above indemnification obligations a
Service after Webiplex notifies Customer to discoIntin
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use because of an infringement claim -��) modifications
the Service not made by Webiplex, or (d) use of t
Service in combination with any software, application
service made or provided other than by Webiplex.
usecom me rci a 1 Pye as an at LF-7-ju
a license that will protect Customer against such Claim
without cost to Customer; (b) to modify or replace all or
portions of the Service as needed to avoid infringement,
feasible, terminate the Agreement and refund to the
Cyst#mer a pirt-rata refiymi, #f t�ie sy.4scriAti#?� fees •. i.
Term. The rights and remedies granted Customer under
this Section 11.1 state Webiplex's entire liability, and
infringement of the intellectual property rights of a third
party.
Disclosure of Customer Data.
the Service requested and as described in Webiplex
Privacy Policies found at hftbAw���
2gij2y. You agree to be bound by the applicable Webiplex
Privacy Policy, as it may be amended from time to time.
You exclusively own all rights, title and interest in and to
all of Customer D. We reserve all rights, title and
interest in and to the Service,
Webiplex shall, at its own expense and subject to the
limitations set forth in this Section 11, defend Customer
from and against any Claims that arise out of or result
directly from Webiplex's gross negligence or willful
�nisconcluct in preventing unauthorized access ta
confidential Customer Data, as determined by a court of
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i breach of confidentiality, and shall hold Customer
�iarmless from and against liability for any Losses to the
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When Webiplex is at fault, but such fault does not rise
the level of gross negligence or willful miscondu
Webiplex shall, at its own expense and subject to t
limitations set forth in this Section 11 and the amount
breach of Section 8, defend Customer from and again
any Claims, and shall hold Customer harmless from a
against liability for any Losses to the extent based up
Claims, arising out of or relating to `s 1' breach•
Section 8 of this Agreement. Provided that Webip
as its sole and exclusive remedy to terminate t
Agreement and receive a pro -rata refund of t
subscription fees paid for under the Agreement for t
terminated portion of the Term
Customer's Indemnity. Customer shall, at i
Section 11 defend WebiQlex from and ana nst an- an•
Claims (i) all6ging that the Customer Data or a
trademarks or service marks other than Webiplex Mark
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for any Losses to the extent based upon such Claims.
11 A. Indemnification Procedures and Survival.
the event of a potential indemnity obligation under th
,4:a4dem-11*1he indemnified �artri shall� 4.tly noti
the indemnifying party in writing of such Claim; (ii) all
and settlement; and (iii) upon request of the indemnifyi
party, cooperate in all reasonable respects, at t
indemnifying party's cost and expense, with t
indemnifying party in the investigation, trial, and defen
of such Claim and any appeal arising therefrom. T
indemnification obligations under this Section 11 a
expressly conditioned upon the indemnified party
compliance with this Section 11.4 except that failure•
Claim shall be reduced to the extent of any damag
ributable to such failure. The indemnification oblioatiol
contained in this Section 11 shall survive termination
this Agreement for one year. I
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the arties il authorized re resentatives of the i. shall
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attempt to resolve the perceived dispute.
13. General Provisions. This Agreement shall inure
assigns, but neither party may assign this Agreement
without written consent of the other excett that VVebi,#Iex
may assign without consent to a related entity or the
successor of all or substantially all of the assignor's
business or assets to which this Aareement relates. There
are no third -party beneficiaries to this Agreement. This
Acireement does not create any� in nt n_qrtnPr-,hin
agency, or employment relationship between the parties,
although Webivlex reserves the rp ht to name Customer
as a user of the Service. This Agreement, including all
exhibits and/or Estimate/Order Forms shall Constitute the
entire understanding between Customer and Webiplex
agreement. The paes expressly disclaim any reliance
on any and all prior discussions, emails, RFP's and/or
aY reements between the parties. There are no other
verbal agreementsi representations, warranties
undertakings or other agreements between the parties.
Under no circumstances will the terms, conditions or
provisions of any purchase order, invoice or other
administrative document issued by Customer in
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under, or otherwise modify, this Agreement, regardless of
or condons. t shall not be modified, or
whom the modification , amendment or waiver is to be
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laws of the State of California and any controlling U.S.
federal law and excluding the Uniform Computer
Information Transactions Act (UCITA). Any disputes,
actions, claims or causes of action arising out of or in
connection with this Agreement (or the Service) shall be
federal courts located in Orange County or Los Angeles
Coutt%, C21ifortia, 2s •` `f b� law, In the event of an�
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connection with this Agreement, its interpretations, its
performance, or the like, the prevailing party shall be
awarded reasonable attorneys' fees and/or costs.
Customer shall compensate Webiplex (including
reimbursement of costs) for responding to any request
from a third is for records relating to Customer or a
User's use of the Service. Such requests can be a lawful
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order, or written consent from the User permitting the
disclosure. If anN !2rovision is held by a court of competen)
jurisdiction to be contrary to law, such provision shall be
eliminated or limited to the minimum extent necessary so
effect. A waiver of any breach under this Agreement
breach. Neither party shall be liable for any loss or delay
(including failure to meet the service level commitment)
resulting from any force majeure event, including, but not
limited to, acts of God, fire, natural disaster, terrorism,
labor stoppage (other than those involving Webiplex
employees), internet service provider failures or delays,
civil unrest. war or milita i hostilities , criminal acts of third
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any force majeure event.
Sections 4.2, 4'3, 4A, 5, 7A 81 9.3, 101 11 i 12i 13, 14. 15
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Agreement. This Agreement may be executed in
counterparts and/or by facsimile or electronic signature
and if so executed shall be equally binding as an original
copy o is Agreement executed in ink by both parties.
14Definitions.
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ffirough one or more intermediaries, controls, or is
oylraj ol-Majonry'ro
and policies of Customer.
"Electronic Communications" means any transfer I
signs, signals, text, images, sounds, data or inte,,, igence
any nature transmitted in whole or part electronica
received and/or transmitted through the Sery
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"Estimate/Order Form" means a Webiplex estimate,
renewal notification or order formof i
executed by or Affiliate d accepted by
Webiplex which specifies the Subscription Service and
Professional Servicesto be provided iWebiplex.
collectively,"Service" means, -i l online
DocuPeak Application Platform ` -• iService", or
"Webiplex DocuPeak")and client utility software
described in the Webiplex Estimate/Order Form and any
subsequent Estimate/i`r Forms.
l ` 1. i i `i i :' i :.
or on i behalf to have access the Service.
� i:i • • i • ,.ice
Guides" guides fi
-.upplied by Webiplex, and updated from time to tim]
i.: :'.i WL,ii.' a ilii i
review the Service's capabilities and features ma•^
." by l i during the sales process.
6M161
i rW111 IN
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Title:
Maria Alicia r r e, CIVIC,
City Clerk
Approved s to Fonn.,
vette M.�AbichGarcia, City Attorney
1, T -7- iO
By:
Robert E. Rennie
CEO
Date:
This Agreement may be signed electronically, in which case signatures'may appear above or on the last
page.
9
"Estimate/Order ForW means a Webiplex estimate, "Users" shall mean those individuals authorized by You
renewal notification or order form in the name of and or on Your behalf to have access the Service. Users may
executed by Customer or its Affiliate and accepted by include but are not limited to Customer's and Customer's
Webiplex which specifies.. Subscription Service and Affiliates' employees, ! .nts, contractorsand agents.
means,Professional Services to be provided by Webiplex. "User Guides" mean user guides for the Service,
r ' 'r • - online supplied by ^• • - . • updated from time to
DocuPeak Application Platform -r f'- or • acknowledges .d thelis• to
"Webiplex DocuPeak") and client utility software as review the Service's capabilities and features made
described in t.. Webiplex Estimate/OrderForm ...::i any available by '• r' during the sales M •
subsequent Estimate/Order Forms.
i' i ! 1 t � i `►J � ! iii i1.
By:
Title:
Maria Alicia Duarte, CIVIC,
City Clerk
i •r r :r . r •
Mon- 1141TA NIMMIN+ •
ORMOR
CEO
Cate:
EXHIBIT A
ACS ORDER FOR
10
BILLING SCHEDULE
fn mt?# axt x 4",„ 1r) ..ti .tz.,.dfyal
DP -S SAP: DocuPeak Standard SaaS Application
Platform (5 concurrent user licenses) $4,995.00 1 $4,995.00
Annual Subscription Cost $4,995.00 $4,995.00
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DP -SVCS, Professional Serwic (Subpoena
Management Application) $3,500.00
Professional Services $3,600.00 $3,500:00
TOTAL $3,500°00 $4,995.00
Notes
1. Net 60 - payment due in 60 days from inwice date.
2. Payment to be billed in Mo installments. $3,500 included in first invoice, The remaining $4,995 to be billed Upon go lie:
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EXHIBIT B
STATEMENT OF WORK
The sales order has been prepared based on the preliminary application design. This statement ofwork summarizes
the functionality in the DocuPeak application and the professional services that will be provided.
The application tobeconfigured and implemented io"Subpoena Management".
The following professional services will beincluded in your DocuPealkproject:
1. Webiplex will designate a DocuPeak Application Architect who will provide project management, application
development, acceptance testing, training and technical support services for your system.
2' Configuration ofweb portal for access tmDoruPeekhosted software service.
3. Confirmation of design requirements for configuring the application and preparation of project schedule.
4. Configuration ofSubpoena Management application.
5. Coordination ofapplication testing with designated client staff.
O. Training for DocuPeak application administrator and train -the -trainer assistance for end user training,
7. Implementation planning and golive implementation technical support.
8. Technical support will be provided by telephone, email and web meeting conference sessions.
The DucuPeak Application Platform with included application will be provided using our hosted web based
service. Our proposed solution includes:
°
Subscription fee includes computer server and data storage hardware, advanced data/image backup and
disaster recovery service, QoouPeak application platform noftwana, operating and database moftwona and IT
Technical support. The application can be accessed from standard browsers on s 24/7 basis by your
authorized staff. Each end user will have o unique user |D and password to gain euceoe to the DoouPemh
portal and application(s). Roles will be assigned koend users tudefine what data and functions they have
authorization Umuse.
• The proposed DocuPeak hosted service includes five (5) concurrent end user licenses and 20 GB of storage
• Annual software maintenance and ongoing technical support is included in your DocuPeak SaaS subscription.
1. DouuPeak Subpoena Management Form design.
2. Configure subpoena e-Do|iveryfrom LA District Attorney's Office.
3. Create reports.
4. Setup ofe-mail notifications.
5. Setup users, roles and role groups with related DuouPeakprocess views.
Professional Services have been proposed at a fixed price based on the conceptual design. Changes in
user requirements to expand scope of work or significantly modify application requirements from the
preliminary conceptual design, may result in additional charges. If a change in scope occurs which impacts
the price for Professional Services, a written change notice will be submitted for approval prior to the
additional work being initiated.
13 of 16
btpiIM
ocue a -Sub gena Application
Sample Project Schedule
Task
Schedule
� .�..
ontacts to County District Attorney IT staff to schedule work
.�
Week 1
•
Webiplex PIVI contacts District Attorney's IT staff to notify them of new e -
delivery participant and requests changes to their system
•
Webiplex and DA IT staff plan project schedule for testing
2.
Project kickoff meeting or conference call with Webiplex Project Manager `
Week 1
and client's management staff and key people assigned to project.
•
Review of e -Subpoena configuration guide and provide background for
decisions they need to make.
•
Discuss required types of subpoena, decision to use ScanBench,
notification options and reports.
•
Confirm project schedule to verify staff availability and turnaround time.
•
Review clientproKi_ded client end user configuration data
3.
Webiplex distributes project schedule and requests approval.
Week 2
4.
Client completes configuration guide and returns it to Webiplex
Week 2-3
5.
Webiplex configures application and tests
Weeks 2-4
6.
Webiplex °Round 1 Review" of configuration of application web form, view,
Week 4
process, use of scan bench, notifications and reports to client
7.
Any changes from testing are completed
Week 5
8.
Testln with A and Client is completed
Week 5
9.
User Guide is completed and Client's e -Subpoena Liaison staff training is
Week 6
completed
10.
Conversion from Test Environment to Production Environment
w.
Week 7
11.
Complete End User training
Week
12.
Go Live
Week 8
THIS PROFESSIONAL SERVICES ADDENDUM ("Addendum") is an addendum to the Subscription Services Agreement
(the "Agreement") between Webiplex Inc. and the Customer identified in the Agreement ("Customer").
Customer has entered into the Agreement for the provision of the Service (as defined therein). Now Customer desires to
additionally procure, and Webiplex desires to render, certain professional, educational, training, operational and/or technical
services in connection with the Service pursuant to the terms and conditions herein. Capitalized terms used in this Addendum
shall have the meaning defined under the Agreement. The terms and conditions of it are hereby
incorporated by reference into the Agreement. In the event of conflict between this Adden um an t e Agreement, t e
terms and conditions of this Addendum shall prevail with respect to the subject matter herein. The terms in the Statements
of Work related to the actual rates to be charged and the days and description of the Professional Services to be performed
thereunder shall control as to the engagement described in that Statement of Work, but conflicting or additional legal terms
may only be made effective by amendment to this Addendum even if they are to apply only to one Statement of Work.
1. Scope of Services. Subject to the terms and conditions of the Agreement and this Addendum, Webiplex will provide
or an Estimate/Order Forms executed by Customer (each, a "Statement of Work" or "SOW"). From time to time, the parties
may enter into SOWs that specify the professional services and/or training to be provided to Customer hereunder (the
"Professional Services"). Each Statement of Work will include, at a minimum: (I) a description of the Professional Services
and any work product or other deliverables and/or training materials to be developed and/or provided to Customer (each, a
"Deliverable"); (ii) the scope of Professional Services; and (iii) the applicable fees and payment terms for such Professional
Services, if not elsewhere specified. All Statements of Work shall be deemed part of and subject to this Addendum.
2. Change Management Process. If Customer or Webiplex requests a change in any of the specifications, requirements,
Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work,
the party seeking the change shall propose the applicable changes by written notice. Within forty-eight (4 8) hours of receipt
of the written notice, each party's project leads shall meet, either in person or Via telephone conference, to discuss and agree
upon the proposed changes, Webiplex will prepare a change order describing the proposed changes to the Statement of
Work and the applicable change in fees and expenses, if any (each, a "Change Order"). Change Orders are not binding
unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this
Addendum, If the parties disagree about the proposed changes, the parties shall promptly escalate the change request to
their respective senior management officers for resolution.
3. Project Materials.
3.1 Delliverables. Webiplex shall own all rights, title and interest in and to the Deliverables (excluding any Customer
Property), and related intellectual property rights. Deliverables are Webiplex Confidential Information and Customer may no)
reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign,
sell, lease, rent, license, sublicense or grant a security interest in all or any portion of the Deliverables. Subject to terms and
citn4ititris fif the Agr66m6nt a-�4 this 44enivmi -1-4 #Y.rimg the Term, 1,�t��PiAlex here�y Ars-viies 9-ystimer wit� a limite4,
non-exclusive, non -transferable (except in connection with an assignment under the General Proons section of the
-A% ree areTr�-d tra
in connection with its authorized use of the applicable Service.
3.2 Tools. Notwithstanding any other provision of this Addendum' (i) nothing herein shall be construed to assign or transfer
any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise ("Tools') used by
ZoQf
licensed, not assigned, to Customer, on the same terms as the Deliverables; and (ii) the term "Deliverables" shall not include
the Tools. Tools are Webiplex Confidential Information.
3.3 Customer Property. Customer shall own all rights, title and interest in and to any Customer Property. "Customer
Property" means any Customer technology, Customer -specific business processes, or deliverables that are specifically
14
designated as Customer -owned property in a Statement • ♦;.: Webiplex shall have the right to use any such Customer
Property solely for the purpose of providing the Professional Services to Customer hereunder.
4. Professional Services Warranty.
4.1 Professional Services Warranty. Webiplex Warrants that (a) it and each of its employees, consultants and
subcontractors, if any, that it uses to provide and perform Professional Services has the necessary knowledge, skills,
experience, qualifications, and resources to provide and perform the services in accordance with this SOW; and (b) the
N "My
agents in the performance of this Addendum. Webiplex reserves the right to use third parties (who are under a covenant of
confidentiality with Webiplex), including, but not limited to, offshore subcontractors to assist with the Professional Services,
including, without limitation, any data migration, configuration, implementation and custom code development processes.
8. Non -impediment. Provided that '•:• does not use any Customer Property except as permitted herein, nothing in
this Addendum shall be construed as precluding or limiting in any way the right of Webiplex to provide consulting,
development, or other services of any kind to any individual or entity (including without limitation performing services or
developing materials which are similar to and/or competitive with the Professional Services and/or Deliverables hereunder).
9. Non -Solicitation. To the extent permissible by applicable law, during the Term and for a period of twelve (12) •
following termination or expiration of the Agreement, Customer agrees that it will not directly solicit the engagement or
employment of any of the employees or contractors of Webiplex who have been engaged in the provision of Professional
Services, without written permission of `• i' The foregoing will not .•• to persons who have independently responded
to general solicitations (such as general newspaper advertisements and internet postings) not targeting such persons.
10. Dispute Resolution. Each party .• that before it • any employee, .•' • `• of the •. files a claim
_91WA e other and that within
such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties
shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.
11. Entire Addendum. The parties acknowledge that they have had previous discussions related to the performance by
WebiQley_W_w=L-.z�t
f (77r
On
and/or written communications related to the Professional Services to be provided • Webiplex. No • act, document,
representative • both parties.
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Certificate Holder is named Additional Insur'1 under blanket endorsementand Waiver of •;1', •i: applies.
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