f\DMINISTRATIV£ Rf.PORT - City of Ventura

$: f\DMINISTRATIV£ Rf.PORT - City of Ventura$
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CITY Of VENTURA

f\DMINISTRATIV£ Rf.PORT

To:

From:

Date: January 30, 2017

Agenda Item No.: 6

Council Action Date: February 6, 2017

Honorable Mayor and City Council

Mark D. Watkins, City Manager Gilbert Garcia, Finance and Technology Director

Subject: Acquisition of an Enterprise Content Management System

RECOMMENDATION

It is recommended that Council:

a. Approve the acquisition and ongoing annual maintenance of OnBase, an Enterprise Content Management System, from Konica Minolta Business Solutions U.S.A., Inc.

b. Authorize the City Manager, or designee, to conduct all negotiations, and execute and submit all documents, including amendments, applications, and agreements that may be necessary to complete and enter into a contract with

-Konica Minolta Business Solutions U.S.A., Inc. in the amount of $202,845.00 for the acquisition of and the first year's maintenance fees for the OnBase System. Maintenance fees of $17,970.00 will continue to be incurred on an annual basis beginning at the start of year 2 of the Agreement with Konica Minolta Business Solutions U.S.A., Inc., as set forth in the Master Services Agreement and Proposed Scope of Work attached hereto.

COUNCIL PRIORITIES

This project supports the City Council's goals of:

• Creating and Maintaining Economic Development and Vitality • Delivering Core Services, and • Enhancing Public Trust

PREVIOUS COUNCIL ACTION

No previous council a~tion has been taken.

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Administrative Report February 6, 2017 Page2

DISCUSSION

The City currently uses an obsolete records management system known as LUIS/ Anacapa Imaging. It was initially implemented in 1993 and currently contains permanent City records in PDF format. Migration of these PDFs and other important City documents, currently on microfiche, to a new system is the primary driver of this acquisition.

Upgrading to Konica Minolta's OnBase software solution will: • Support document work.flow and management requirements throughout the City; • Simplify the filing and retrieval of electronic documents; • Support the City's document retention schedule; and • Provide online access to public documents through the City's website.

The initial phase of this project will include: • Supporting the Community Development Department's on-gomg archive of

documents related to land development. • Supporting the City Clerk's Office on-going archive of City Council records. • Automating the City Council agenda creation process. (Departmental submittals,

approvals and packet creation) • Supporting the management of Certificates of Insurance submitted by vendors to

the City and to provide City personnel with the ability to search, track and manage insurance expirations.

IMPACTS

Fiscal Impacts:

The acquisition cost of the software is $202,845.00 with an annual maintenance fee of $17,970.00. For the current year costs, funding is available within the FY 2016-2017 Information Technology Fund budget. Future maintenance fee costs will be programmed into the Information Technology Fund budget.

ALTERNATIVES

The City Council could choose to not authorize the replacement of LUIS/ Anacapa Imaging and the acquisition of a new Enterprise Content Management System at this time.

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Administrative Report February 6, 2017 Page3

~ Prepared by Tim Cool for:

Gilbert GarciA Finance and Technology Director

~ITYCOUNCIL

Ci ~er's Office

ATTACHMENT(S)

Attachment A: Master Services Agreement & Proposed Scope of Work

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ATIACHMENT A

MASTER SERVICES AGREEMENT & PROPOSED

SCOPE OF WORK

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~

~ l<ONICA MINOLTA

ENTERPRISE CONTENT MANAGEMENT

MASTER SERVICES AGREEMENT

Client's Name: Client's Address:

Konica Minolta Business Solutions - ECM

City of San Buenaventura 501 Poli Street Ventura, CA 93001 Attention: Main Contact

1900 S. State College, Suite 600 Anaheim, CA 92806 Attention: Les Walker, President

This Master Services Agreement ("Agreement") sets forth the terms and conditions under which Konica Minolta Business Solutions U.S.A., Inc., a New York corporation, by and through its Enterprise Content Management Group ("KMBS-ECM") will provide the products and services described herein to Client. This Agreement consists of the following attached documents:

(1) General Terms and Conditions; (2) Software Support Addendum; (3) Software Assurance Addendum.

Capitalized terms not otherwise defined in any Addendums (including any exhibits or attachments thereto) or Scopes of Work comprising this Agreement shall have the respective meanings given to them in the General Terms and Conditions.

ACKNOWLEDGED AND AGREED.

Client: CITY OF SAN BUENAVENTURA KBMS-ECM

Gilbert A Garcia, Director, Finance and Technology Les Walker, President

Date: ---------------

Page 1 of 18 (rev.01.09.2017)

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~ t., l<ONICA MINOLTA


MASTER SERVICES AGREEMENT

Client's Name: Client's Address:

Konica Minolta Business Solutions - ECM

City of San Buenaventura 501 Poli Street Ventura, CA 93001 Attention: Main Contact

1900 S. State College, Suite 600 Anaheim, CA 92806 Attention: Les Walker, president

This Master Services Agreement ("Agreement"} sets forth the terms and conditions under which Konica Minolta Business Solutions U.S.A., Inc., a New York corporation, by and through its Enterprise Content Management Group ("KMBS-ECM") will provide the products and services described herein to Client. This Agreement consists of the following attached documents:

(1) General Terms and Conditions; (2) Software Support Addendum; (3) Software Assurance Addendum.

Capitalized terms not otherwise defined in any Addendums (including any exhibits or attachments thereto) or Scopes of Work comprising this Agreement shall have the respective meanings given to them in the General Terms and Conditions.

ACKNOWLEDGED AND AGREED.

Client: CITY OF SAN BUENA.VENTURA

Gilbert A. Garcia, Director, Finance and Technology

Date: ---------------

By: -~~d;.,,.&!~~.LJ.!f;~~~-. M. Re e a Mendoza Assistant City Attorney

Page 1 of 18 (rev.01.09.2017)

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GENERAL TERMS AND CONDITIONS

1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section:

1.1 Business Hours. "Business Hours" means 8:00 a.m. to 5:00 p.m., Pacific Time, Monday through Friday, excluding Holidays.

1.2 Client Derivative Work. "Client Derivative Work" means any work based upon any computer software or other work of authorship owned by Client, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such software or other work of authorship may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in the software or other work of authorship, would constitute a copyright infringement.

1.3 Documentation. "Documentation" means electronic on-line material, including user manuals, provided from time to time by SDC for the Software that relate to the functional, operational, or performance characteristics of the Software.

1.4 Error. "Error' means any defect or condition inherent in the Software that causes the Software to fail to perform in accordance with the then current Documentation provided by the SDC.

1.5 EULA. "EULA" means each software license agreement under which Client has been granted the right by the applicable SDC to use the Software.

1.6 Force Majeure Event. "Force Majeure Event' means any event beyond a party's reasonable control, such as, but not limited to, inability to obtain materials or labor, inability to obtain any required governmental approval or consent, any act of God, riot, war, civil unrest, flood, fire or earthquake (but excluding failure caused by a party's financial condition or negligence).

1.7 Holidays. "Holidays" means Saturday, Sunday and any other day on which banks in the State of California are authorized to be closed.

1.8 SOC. "SDC' means each software development company or other licensor that has granted to Client the right to use the Software.

1.9 Services. "Services" means Software Assurance Services, Software Support Services and Professional Services.

1.10 Software. "Software" means (1) the current released version of the computer software licensed by Licensee from time to time under the EULA (the initial list of which is included on Attachment 1 to the Software Assurance Addendum), and (2) at any time after KMBS-ECM has delivered to Licensee a new version of such computer software as an Upgrade and Enhancement under this Agreement, the released version of such computer software last released prior to the current released version; provided, that the Software will not include any prior released version of such computer software that has been superseded for more than two (2) years (as determined from the date that SOC first announced publicly, through its web site or otherwise, the general release of the next later version of such computer software) by any later released version of such computer software.

1.11 Software Assurance Services. "Software Assurance Services" means assistance in the correction of Errors encountered by Client related specifically to bugs or enhancements to the software, and delivery to Client (but not installation) of Upgrades and Enhancements.

1.12 Software Support Services. "Software Support Services" means services (other than Software Assurance Services) to assist Client in the use of the Software, including assistance in resolving

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problems encountered by Client in the use of the Software, installation of Upgrades and Enhancements, responding to Client's questions regarding the use of the Software, and assisting Client in augmenting its use of the Software, by, for example, adding new document types, applications, or indexing capabilities. Software Support Services do not include any alteration, modification or reconfiguration of the Software.]

1.13 Scope of Work. "Scope of Work'' means a written statement signed by Client and KMBSECM that refers to this Agreement, describes Professional Services to be performed by KMBS-ECM and the fee arrangements applicable to those services.

1.14 Test Period. "Test Period" has the meaning stated in Section 2.4 below.

1.15 Professional Services. "Professional Services" means all services provided by KMBSECM to Client under any Scope of Work.

1.16 Upgrades and Enhancements. "Upgrades and Enhancements" means all new versions, improvements, modifications, upgrades, updates, and additions to the Software that SDC commercially releases to its end users generally to correct deficiencies or enhance the capabilities of the Software; provided, however, that the foregoing will not include new, separate product offerings, new modules, replatformed Software, or new functionality.

1.17 Work Product. "Work Product' has the meaning stated in Section 6.3 below.

2. Professional Services to be Provided.

2.1 Scope of Work. All Professional Services performed by KBMS-ECM under this Agreement will be documented in each Scope of Work signed from time to time by authorized representatives of both parties. KMBS-ECM will be paid for Professional Services, and reimbursed for expenses related thereto, in accordance with the terms contained in each Scope of Work.

2.2 Changes in Scope. Client or KMBS-ECM may request a change to the scope of the Professional Services to be rendered in a Scope of Work, in accordance with this Section. If such a change is requested by either party, KMBS-ECM will inform Client in writing if such change would result in a change in fees or other costs to Client or a change in the implementation schedule for the Professional Services, as well as any other material impact such change could reasonably be expected to have on the Professional Services. KMBS-ECM will use commercially reasonable efforts to minimize any additional costs and expenses associated with a request. Except as may otherwise be provided in any Scope of Work, no change requested by a party will be effective until agreed to in writing by the other party. All agreed upon changes in the scope of the Professional Services will be set forth in a written addendum signed by both parties which will become part of the applicable Scope of Work.

2.3 Progress Reports & Meetings. KMBS-ECM will report to Client the progress of the Professional Services, including meeting any milestones, and completing the tasks for the Professional Services. Unless otherwise agreed by the parties in writing, such progress reports will be prepared at monthly intervals and include a reasonably detailed summary of accomplishments, difficulties, potential or actual slippage in meeting deadlines, completion of budgeted tasks, hours worked by KBMS-ECM, tasks in progress and any non-compliance by KMBS-ECM or Client of the terms of the applicable Scope ot Work. KMBS-ECM or Client may propose meetings as necessary and at reasonable intervals to discuss progress on completing the Professional Services. · Each of KMBS-ECM and Client will use commercially reasonable efforts to prepare for arid attend each meeting at the agreed upon time and location.

2.4 Acceptance of Deliverables. Upon delivery by KMBS-ECM of a deliverable to Client required by a Scope of Work, Client will have thirty (30) days from the date of receipt of the deliverable (or such longer period as may be set forth in the applicable Scope of Work) to evaluate, review and test such deliverable ("Test Period') i,n accordance with the specifications and test criteria set forth in the applicable Scope of Work. In the event that Client believes that a deliverable does not conform in any material respect to the specifications or the test criteria set forth in the applicable Scope of Work, then

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Client will notify KMBS-ECM in writing within the Test Period setting forth in reasonable detail the reason or reasons why Client believes that such deliverable does not conform. Client will identify all nonconformities of each deliverable within a single written notice of rejection, unless non-conformity prevents Client from evaluating, reviewing and testing the entire deliverable. Client may reject a deliverable only for its failure materially to conform to either the specifications or test criteria set forth in the applicable Scope of Work. Further, if KMBS-ECM has not received a written notice of rejection of a deliverable within the Test Period, then such Deliverable will be deemed to be accepted by Client. If Client delivers to KMBS-ECM written notice of rejection of a deliverable within the Test Period, then KMBS-ECM will have thirty (30) days from the date of receipt of a written notice of rejection to either (a) correct the nonconformities tha~ Client identifies in the written notice, or (b) develop a plan mutually agreeable to Client and KMBS-ECM to correct the non-conformities that Client identified in the written notice within a period of time agreed to by the parties in the plan, but in no event will such period of time be less than thirty (30) days. KMBS-ECM will use commercially reasonable efforts to correct such non-conformities and, upon correction, KMBS-ECM will resubmit the corrected deliverable to Client for evaluation, review, and testing and the procedure set forth above will be repeated. Such procedure will continue until the earlier of (i) the expiration of the Test Period without delivery of a written notice of rejection by Client, or (ii) the date written notice of acceptance is delivered to KMBS-ECM by Client.

3. Place of Work; Access. KMBS-ECM will determine the place at which the Services will be performed. In the event that KMBS-ECM notifies Client that any of the Services are to be performed at a facility of Client, Client will provide access by KMBS-ECM personnel to each such facility and all relevant systems, equipment, data, documentation and Client personnel during Client's normal business hours, as well as suitable working space. If requested by KBMS-ECM, Client will also provide to KMBS-ECM personnel remote access to Client's system or a hosting vendor's system via a collaborative tool such as gotomeeting.com. KMBS-ECM will comply with any and all security measures instituted or required by Client with respect to such access, which may include restricting access to confidential or proprietary systems or information.

4. Term and Termination.

; 4.1 Term. This Agreement will become effective on the date that it is signed by the last to sign of KMBS-ECM or Client, as indicated on the cover sheet to which these General Terms and Conditions are attached, and will continue in effect through the completion or termination of all Scopes of Work and Addendums.

4.2 Termination.

(a) Client may terminate any Professional Services Scope of Work, effective sixty (60) days after written notice of such termination is given by Client to KBMS-ECM.

(b) Client may terminate any Addendum as provided in such Addendum.

(c) In the event that either Client or KMBS-ECM materially breaches any of its obligations or covenants under this Agreement or any Scope of Work or Addendum, the other party may terminate the affected Scope of Work or Addendum, as applicable, by not less than (10) days prior written notice given to the br~aching party, if the breach complained of is not cured within such ten (10) day period.

4.3 Obligations Upon Termination. Upon termination of any Scope of Work, KMBS-ECM will promptly advise Client in writing of the extent to which performance has been completed unde( the terminated Scope of Work to the date of termination, and will promptly assemble and deliver to Client all existing materials relating to the terminated Scope of Work, and Client will pay to KMBS-ECM all amounts owed with respect to the terminated Scope of Work through the date of termination. Upon the termination of any Addendum, Client and KMBS-ECM will have the rights and obligations stated in such Addendum.

4.4 Effect of Termination. Termination or expiration of this Agreement will not affect any obligation incurred by either party prior to such termination or expiration. In the event of any termination

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or expiration of this Agreement, this Section 4.4, and Sections 4.3, 6, 7, 8, 9, 10, 11 and 12 of this Agreement will survive and continue in effect. Termination of any particular Scope of Work or Addendum will not relieve either party of any obligations that have accrued with respect to that Scope of Work or Addendum prior to the date of termination.

4.5 Non-Appropriation of Funds. Payments due and payable to KBMS-ECM 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 KBMSECM services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year. If such a non-appropriation occurs, City will immediately notify KBMS-ECM, and KBMS-ECM will be relieved from providing further services or will negotiate a suspension with KBMS-ECM.

5. Compensation.

5.1 Fees Payable to KBMS-ECM. The fees to be paid by Client to KMBS-ECM pursuant to each Scope of Work or Addendum, and the terms of payment, will be set forth in that Scope of Work or Addendum. If not explicitly stated, payment terms are Net 30 Days from the date of the invoice.

5.2 Currency. Client's payments will be made in U.S. dollars.

5.3 Estimates. Estimates of total fees for projects may be provided in a Scope of Work, but KMBS-ECM does not guarantee such estimates. KMBS-ECM will, however, notify Client as soon as possible if it will exceed the estimate, and Client may thereupon terminate the Scope of Work, effective forty-eight (48) hours after written notice of such termination is given by Client to KBMS-ECM, and pay only for services actually rendered and expenses actually incurred to the date of termination.

5.4 Expenses. Client will reimburse KMBS-ECM for all reasonable expenses incurred by KMBSECM in connection with the performance of Services under this Agreement, in accordance with the following guidelines:

Travel Time: Travel time will be billed at fifty percent (50%) of the actual time spent. Travel costs ("out of pocket" expenses) will be billed to City; and, will not exceed the City's approved per diem rates, which may be increased from time to time, and adhere to City policy regarding Authorization and Allowance for Travel. Itemized receipts are to be provided.

Allowable Per Diem and Mileage Reimbursement as of January 2017: The maximum allowance is $46.00 per day. Meal allowances will be prorated as follows:

Breakfast: $10.00 - to be paid if travel begins prior to 7 a.m. or ends after 9 a.m. Lunch: $14.00 - to be paid if travel begins prior to 11 a.m. or ends after 1 p.m. Dinner: $22.00 - to be paid if travel begins prior to 5 p.m. or ends after 7 p.m. Mileage is 53.5 cents per mile.

Public Transportation: Air, ferry, bus, and taxi fares and toll charges are claimable. For air travel, the City will only pay for economy or coach fares. The City will not pay for any portion of a first-class or business-class fare except under the most unusual of circumstance, ordinarily limited to an emergency, as determined by the City Manager. It is preferred that travel agency services are not used when making travel arrangements in order to keep costs low. Travel agency services are only to be used under unusual circumstances. For taxi fares, reimbursement may not exceed the equivalent cost of a car rental for the duration of travel period.

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Private Vehicle: The reimbursement rate will be the current IRS established standard mileage rate of 53.5 cents per mile for business-related transportation expenses. This rate is subject to change by the IRS. ·

Car Rental: Cost of rented vehicles may be claimed if required to perform the Services and if prior Authorization has been given. Reimbursement for car rental expense is based upon receipts.

Parking: Parking costs are ah allowable expense where the use of a private or rental vehicle is directly related to this Agreement.

Overnight Accommodation: . KMBS-ECM is to make every effort to request and obtain government rate discounts or request any other special rates available or select accommodations which will moderate the cost to the City. Itemized hotel receipts will be required for reimbursement of expenses.

Business and Communications Expenses: The following business and communications expenses, when incurred in the provision of services, reimbursable:

• Business long distance telephone • Facsimile • Courier • Postage • Other identifiable communication expenses

5.5 Taxes. All amounts specified on any Scope of Work or Addendum, unless otherwise stated on the Scope of Work or Addendum, are exclusive of all taxes and similar fees now in force or enacted in the future imposecl on the delivery by KMBS-ECM to Client of any Services or software, all of which Client will be responsible for and will pay in full, except for taxes based on KBMS-ECM's net income.

5.6 Disputes. If either party disputes the accuracy or applicability of a fee, charge or credit, such party shall notify the other party of such dispute as soon as practicable after the discrepancy has been discovered. The parties shall investigate and seek to resolve the dispute in good faith. If the parties are not able to resolve the dispute within thirty (15) days after receipt of notice of a disputed item, either party may exercise any rights and remedies it may have under this Agreement, the applicable Scope of Work and applicable law. Any undisputed amounts in an invoice containing a disputed charge shall be paid by Client and any undisputed credit amounts shall be promptly credited by KBMS-ECM. Unpaid monies and unapplied credit amounts that are in dispute pursuant to this section will not be considered a basis for monetary default under this Agreement during the period in which the resolution of the dispute is in progress.

5.7 Interest on Past Due Amounts. Any amount owed by Client under any Scope of Work or Addendum which is not paid when due will bear interest at a rate equal to the lower of (a) 12% per annum, or (b) the maximum rate permitted by applicable law.

5.8 Ceased Work due to Past Due Amounts. If Client fails to pay the specified amounts due, and such failure continues for at least 15 calendar days after the due date, KMBS-ECM has the right to cease to provide any Software Assurance Services, Support Services, work related to an SOW and Upgrades and Enhancements to Client unless and until all amounts owed by Client under this Agreement are paid in full. This remedy is in addition to any other remedies that KMBS-ECM has in law or in equity.


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6. Confidential Information; Intellectual Property Rights.

6.1 Nondisclosure of Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party, including but not limited to confidential information concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party ("Confidential Information"). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential except to the extent it is subject to the California Public Records Act (Government Code sections 6250, et seq). Confidential Information will also include, but not be limited to, Work Product (as defined below), and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information, and will take commercially reasonable precautions to protect the confidentiality of such information, but in any event, precautions at least as stringent as it takes to protect its own Confidential Information.

6.2 Exceptions. Information will not be deemed Confidential Information if such information: (a) is known to the receiving party prior to receipt from the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or applicable law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

6.3 Ownership of Work Product. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship conceived, developed or created by KMBS-ECM or its personnel during the course of performing Services for Client and/or embodied in any software, documentation or other item delivered by KMBS-ECM to Client (other than third party software and/or documentation that is expressly licensed to Client and other than any Client Derivative Work), whether conceived, developed and/or written before or after the date of this Agreement (collectively, the "Work Product'), will belong exclusively to KBMS-ECM, and any and all right, title and interest that Client may have in any and all Work Product is hereby assigned by Client to KBMS-ECM. The rights confirmed in KMBS-ECM include, but are not limited to (a) all intellectual property rights owned or claimed by Client embodied in the Work Product, or any portion of the Work Product; and (b) all rights held by a copyright holder under applicable law. Upon request of KBMS-ECM, Client will take such further actions, and will cause its personnel to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to further document or effectuate the foregoing.

7. Hiring of Employees. Client acknowledges that it would receive substantial value and that KMBSECM would be deprived of the benefits of its work force if Client were to hire any of KBMS-ECM's employees or consultants. Accordingly, for a period to commence at the execution of this Agreement and to end twelve (12) months after termination of this Agreement, Client will not solicit or hire any person who is then (or was within the preceding twelve months) an employee of or consultant to KBMS-ECM. It is further acknowledged that any breach of this Section would result in injury to KMBS-ECM that would be difficult or impossible to accurately ascertain. Therefore, because of the impossibility of ascertaining actual damages, it is agreed that in the event of a breach of any provision of this Section by Client, it will pay to KMBS-ECM with respect to each such breach the sum of Fifty Thousand Dollars ($50,000) as liquidated damages and not as a penalty. The parties agree that the amount of liquidated damages specified herein represents a reasonable approximation of the damages that would be incurred by KMBSECM as a result of a breach of this Section.


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8. Indemnification.

8.1 KMBS-ECM will indemnify, defend and hold harmless Client, its officers, directors, and employees from and against any and all losses, costs, fees (including reasonable external attorneys' fees) to the extent based upon a claim that: (i) arises out of the negligence or misconduct of KBMS-ECM; or (ii) breach of this Agreement.

8.2 Client will indemnify, defend and hold harmless KBMS-ECM, its officers, directors, and employees from and against any and all losses, costs, fees (including reasonable external attorneys' fees) to the extent based upon a third party claim that: (i) arises out of the negligence or misconduct of Client; or (ii) breach of this Agreement.

8.3 Indemnification Procedures. The party seeking indemnification must promptly notify the other in writing of a claim; provided, however, that failure to provide such notice shall not relieve the indemnifying party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party's written consent.

9. Limitation of Liability.

9.1 Limitation. EXCEPT FOR CLAIMS ARISING OUT OF A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6.1, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO KMBS-ECM HEREUNDER. FURTHERMORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTIES FOR ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, KMBS-ECM SHALL HAVE NO LIABILITY FOR LOSS OF DATA, IT BEING UNDERSTOOD THAT CLIENT SHALL BE RESPONSIBLE FOR ALL NECESSARY BACKUP AND DATA SECURITY, UNLESS SUCH LOSS IS CAUSED BY KBMS-ECM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9.2 Client Obligations re Operation of the Software. Client acknowledges and agrees that it is solely responsible for the day-to-day operation, supervision, management and control of the Software, including, but not limited to, providing training for its personnel, instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. In addition, and except to the extent caused by the gross negligence or willful misconduct of KBMS-ECM, Client is solely responsible for its data, its database, and for maintaining suitable backups of the data and database to prevent data loss if hardware or software malfunctions. Except to the extent caused by the gross negligence or willful misconduct of KBMS-ECM, KMBS-ECM will have no responsibility or liability for Client's selection or use of any hardware, systems, the Software or any other third party software.

9.3 Basis of Bargain. Client acknowledges that KMBS-ECM has set its fees and entered into this Agreement in reliance on the limitations of liability and damages and disclaimers of warranties set forth in this Agreement and that the same form an essential basis of the bargain between KMBS-ECM and Client.

10. Disclaimer of Warranties. Except as expressly stated in Section 2.1 above, KMBS-ECM makes no warranties whatsoever concerning the Services to be provided by it to Client. KMBS-ECM makes no warranties whatsoever regarding the Software. Any warranty pertaining to the Software is as provided by the SDC of that Software. Accordingly, in the event of any defect in the Software, Client's remedies will be solely against the applicable SDC. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, KMBS-ECM DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS


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OR IMPLIED, PERTAINING TO THE SERVICES PROVIDED BY IT TO CLIENT, OR ANY SOFTWARE . PROVIDED BY KMBS-ECM TO CLIENT, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11. Force Majeure. If either party is prevented from performing any of its obligations under this Agreement, except the payment of money, because of a Force Majeure Event, the affected party will be excused from performance for the duration of the Force Majeure Event; provided that the party whose performance has been impaired by the Force Majeure Event (a) promptly notifies the other party of the existence and nature of the Force Majeure Event and its anticipated effect on the performance of the notifying party under this Agreement; (b) promptly undertakes and thereafter diligently pursues any commercially reasonable action necessary to remove the effect of the Force Majeure Event, to the extent that the Force Majeure Event in question is of a nature such that its effects may be remedied by commercially reasonable action; and (c) keeps the other party informed during the duration of such Force Majeure Event of all facts pertaining thereto, including but not limited to the progress of the notifying party in remedying the same, if applicable.

12. Miscellaneous.

12.1 Governing Law. This Agreement will be construed in accordance with, and governed by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. Should litigation occur, venue shall be in the Superior Court of Ventura County.

12.2 Entire Agreement. This Agreement (including any Scope of Work hereafter signed by the parties) embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement (including any Scope of Work hereafter signed by the parties), and no party will be bound or liable for any alleged representation, promise, inducement or statement not so set forth in this Agreement (including any Scope of Work hereafter signed by the parties). Terms and conditions set forth in any purchase order, or any other form or document of Client, which are inconsistent with, or in addition to, the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by KBMS-ECM, and will not be considered binding on KMBS-ECM unless specifically agreed to in writing by it.

12.3 No Waiver. No waiver by either party of any breach or default of any of the covenants or agreements contained in this Agreement will be deemed a waiver as to any subsequent or similar breach or default. No right or remedy granted by this Agreement upon either party is exclusive of any other right or rem~dy granted by this Agreement or by law or in equity provided or permitted.

12.4 Notice. All notices, requests, demands, and other communications r~quired or permitted to be given under this Agreement will be in writing and will be conclusively deemed to have been duly given (a) when hand delivered to the other party; or (b) three business days after the same have been deposited in a United States post office with certified or registered mail return receipt requested postage prepaid and addressed to the parties as set forth on the cover page of this Agreement; or (c) the next

· business day after the same have been deposited with a national overnight delivery service reasonably approved by the parties (Federal Express and OHL WorldWide Express being _deemed approved by the parties), postage prepaid, addressed to the parties as set forth on the cover page of this Agreement with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. Each party will make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this Section, and that any person to be given notice actually receives such notice. A party may change the address of such party for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. ·

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12.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.

12.6 Amendment. No amendment, modification, or supplement to this Agreement will be binding unless it is in writing and signed by the party sought to be bound thereby.

12.7 Attorneys' Fees. The prevailing party in any legal action to enforce any term or condition of this Agreement shall be entitled to an award of reasonable attorney's fees and costs in addition to any other award or recovery to which such party may be entitled.

12.8 Intentionally omitted.

12.9 Binding Effect; Assignment. This Agreement is binding upon and inures to the benefit of KMBS-ECM and Client and their respective successors and assigns, except that Client does not have the right to assign or delegate its rights or obligations under this Agreement.

12.10 General Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the . party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any person or entity.

12.11 Time of the Essence. Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor.


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~ w

l<ONICA MINOLTA


Software Support Addendum

This Software Support Addendum sets forth the terms and conditions under which KMBS-ECM will provide Professional Services or general support services (including without limitation consulting services, installation services, integration services, configuration services, custom development, and/or project management) with respect to Client's licensed Software.

1. GENERAL SERVICES.

1.1. Requests for Services. Pursuant to and in accordance with the terms of this Addendum, Client or KMBS-ECM may, from time to time, initiate a Request for Services with specific reference to this Addendum, and provide a copy of the same to the other party hereto. The term "Request for Services" means a request for Services, in the form of written, telephone or email, setting forth a detailed description of the Services being requested, including, but not limited to, the scope, goals and objectives of the Services, a timeline for completion of the Services. Request for Service can be emailed to [email protected]. ·

1.2. Availability of Services. KMBS-ECM will provide Services during Business Hours. Client understands that KMBS-ECM will first attempt to resolve any problem by telephone. At the time of the call, KMBS-ECM will notify Client in the case of a billable call, such as after-hours support. KMBS-ECM will next attempt to resolve the problem remotely. KMBS-ECM will provide on-site Support Services after telephone and remote support have not resolved the problem.

1.3. KMBS-ECM Access. In order for KMBS-ECM and SOC to provide Support Services, access to the supported software will be via a collaborative tool such as gotomeeting.com. KMBS-ECM shall comply with any and all security measures instituted or required by Client with respect to such access, which may include restricting access to confidential or proprietary systems or information.

1.4. Support and Professional Services.

1.4.1. Help Desk Support. Remote support can be provided via the KMBS-ECM Help Desk. The Help Desk can be reached at (800) 811-4071, or [email protected]. For more details about Help'Desk support, please refer to Exhibit A to this Addendum.

1.4.2. Remote Services. In the case where required services are beyond the scope of the services provided by the KMBS-ECM Help Disk, the request for services is forwarded to one of the KMBS-ECM System Engineers.

1.4.3.0n-Site Services. Upon Client providing remote access and a reasonable request following KMBS-ECM's reasonable efforts to resolve the problems by telephone or remotely, KMBS-ECM will provide on-site Support Services at Client's facilities. On-site Support Services will commence as soon as feasible after KMBS-ECM receives Request


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for Service, but in no event more than two business days after KMBS-ECM's receipt of the Error Report.

1.4.4.After Hours Emergency Support. If Client experiences an emergency situation outside of normal hours classified as either Level 1 or Level II in Section 1.5, Client can request service by sending an email to [email protected]. If client does not receive a return call within time limits set in 1.5, please call (562) 256-5342 and if no answer (818) 437-7015 to expedite the support call.

1.5. RESPONSE TIME. Response time is determined only after the problem has been properly received through the KMBS-ECM's error reporting procedure and categorized into one of three levels:

1.5.1. Level I: Complete system failure and/or critical business function failure shall dictate a response time within one working hour.

1.5.2. Level II: No system failure, but Client's users are unable to access or execute critical system functions. KMBS-ECM will respond to Client within four working hours and use best efforts to restore.

1.5.3. Level Ill: Application not performing per documentation but Client's user can perform basic job functions with alternate procedures. KMBS-ECM will respond within one working day and will provide fixes within a reasonable time and Client will be informed when fixes will be provided.

1.6. Working with Third Party Providers. Upon Client request, KMBS-ECM will work directly with third party providers of hardware or software to resolve issues where the cause has yet to be determined.

2. KMBS-ECM Responsibilities. KMBS-ECM shall perform the Services requested in each Request for Services in accordance with the General Terms and Conditions and this Addendum.

3. Client Responsibilities. Client shall perform, in accordance with the terms hereof, the tasks and obligations required of it as set forth in each Request for Services or Scope of Work. Except to the extent provided in the applicable Request for Services, failure of Client to perform in a timely manner the tasks and obligations required to support the Services in a Request for Services may result in (i) a corresponding delay in the schedule for performance of the Services or (ii) in the event of failure to pay, the termination of the applicable Request for Services or this Addendum in its entirety; provided, that KMBS-ECM has given Client not less than thirty (30) days' prior written notice of such failure and an opportunity to cure.

4. Fees and Payment. Unless otherwise agreed, all Requests for Services will be billed based on the most current KMBS-ECM fee schedule. The attached Exhibit B summarizes the current professional services fee structure.

APPROVED AS TO FORM Gregory G. Diaz, City Attorney


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EXHIBIT A

Help Desk & Training Requirements

A minimum of one trained ECM System Administrator will be maintained by the Client and will be the primary contact to the KMBS-ECM Help Desk. If at any time the ECM System Administrator is no longer an employee of the Client or their duties no longer include support of the ECM system, Help Desk support will be billable until such time as the training requirement has been met by the new ECM System Administrator. Each class is at the Hyland offices on Main Street in Irvine and is $2,800 per student.

As of the date of this document and given the training requirements summarized below, KMBS-ECM and Client agree that:

D All required training has been completed. ~ The required training will be completed within 90 days of Go-Live D Training is waived - Client will utilize KMBS ECM support staff to provide ECM System

Administrator functions on an as needed basis at the prevailing block hour pricing. An Initial 100 hour bank will be established at time of Go Live, to be replenished when the balance falls under 10 hours.

D SharePoint supplemental training provided by Konica Minolta or third party.

TRAINING REQUIREMENTS Class Name Status I Completion Date

OnBase System Administrator Training

Inclusive Components: Help Desk Support: We provide Client with telephone help desk support to those certified by the Software Development Companies or by KMBS-ECM. Help Desk Support extends to questions relating to features, functionality, troubleshooting, errors, bugs and general subjects and issues that the certified system administrator is working with that may be affecting end-users.

Non-Inclusive Components: Upgrades, database related issues, scripting, custom programs, integration to host applications, enhancements, topics related to new projects, consulting, training, reconfigurations, on-site support, enduser calls or calls from non-certified individuals are not included in Help Desk Support. KMBS-ECM provides an avenue for these items to be funded through (a) Prepaid Block Schedule (Exhibit B hereto) or (b) on a time and materials basis. Prepaid Blocks are purchased and used under the terms set forth the General Terms and Conditions.

If it is determined that the Help Desk privilege is being used excessively, KMBS-ECM will meet with the Client and determine a course of action that may require additional training, on-site services or termination of the Help Desk services.


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EXHIBIT 8

Professional Services Rate Schedule And Prepaid Block Schedule

Scope of work summary: KMBS-ECM shall provide professional services llllder the direction of the licensee on an as needed basis at the rates stated below. Licensee directs KMBS-ECM to perform tasks such as work with or train uncertified individuals; in addition to designing, consulting, integrating, or customizing the software configuration.

KMBS-ECM will provide estimates based on tasks defined by either or the Scope of Work or Functional Specification Design documents prior to engaging in the work and keep Licensee well informed. If a task expands and licensee depletes the bank of hours within the block agreement they can option to purchase an additional block or be billed on a per hour basis at the prevailing standard rate.

Professional services block hours do not include travel or per-diem expenses ifKMBS-ECM is to travel to outlying facilities for training or setup requirements. KMBS-ECM will keep accurate accounting and be a "good steward" of the block hours pre-purchased. Hours purchased as part of the Prepaid Block Hours program.

ECMC fi . t' W kEft t , Srnp-e - ' ~ Description · . Eluantity ·anii Detail· r Amounf . Ave Rate .•

• I

• - · . lime gind M?terlatBilliog • . • •. • · •. · • . ,· On-Site Hour Standard Rate 1 Hour Minimum 2 hrs. $420.00 $210

Phone Support Minimum fee for phone support 1 Call 15 mins. $52.50 $210

After Hours After Hours Support 1 Hour Minimum 2 hrs. $630.00 $315

Development Development, API & Integration* 1 Hour Minimum 1 hrs. $250.00 $250

25 Hour Block (pre-purchased) 50-H 50 Hour Block (pre-purchased) hours

100-H 100 Hour Block (pre-purchased) hours

Support Pak (Blended Rate) 100 Hour Block {pre-purchased) hours

*Custom Development, API, Integration & or System Architecture Services: Custom development and integration services are billed individually at a fixed Rate of $250.00 per hour, and are not subject to the above Prepaid Block Rates. Data migration work within SharePoint environment may be billed at this rate.

Payment Terms: Terms for payment of invoices is Net 30 days, and Invoices will be submitted as work progresses. Prepaid Blocks must be purchased and paid for in advance of the engagement. Overdue invoices will be charged a late payments fee of 1.5% per month. We reserve the right to terminate all work if any invoices are more than 15 days past due.


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~ l<ONICA MINOLTA


Software Assurance Addendum

This Software Assurance Addendum sets forth the terms and conditions under which KMBS-ECM will provide maintenance and technical support services for the Client's licensed Software, including the delivery of Upgrades and Enhancements from the SDC.

1. Software Assurance Services. 1.1. Generally. KMBS-ECM shall: (1) use its commercially reasonable efforts to correct any

properly reported Error(s} in the Software reported in accordance with KMBS-ECM's current policies for the reporting of Errors, and which are confirmed by the SDC, in the exercise of its

· commercially reasonable judgment; (2) use its commercially reasonable efforts to correct any properly reported defect(s) (non-conformity to functional specifications mutually agreed upon by KMBS-ECM and Client) in any configurations of the Workflow or WorkView modules of the Software that are created by KMBS-ECM or any integrations of the Software with other applications, software or hardware that are configured or created by KMBS-ECM, which are confirmed by KMBS-ECM, in the exercise of its commercially reasonable judgment; and (3) upon the request of Client, provide technical support and assistance and advice related to the operation and use of the Software by Client, or any problems with any of the foregoing. Client's report must include updated information on its installed version of the Software and information reasonably necessary to describe the circumstances under which the reported Error is manifest. KMBS-ECM shall undertake to report to the SDC for confirmation any reported Errors promptly after receipt of proper notice from Client. KMBS-ECM shall undertake to confirm any reported defect(s) described in clause (2) above promptly after receipt of proper notice from Client in accordance with KMBS-ECM's _current defect reporting procedures. KMBS-ECM shall perform services in an effort to correct confirmed Errors in the Software or defects in configurations or integrations created by KMBS-ECM promptly after making such confirmation. Software Assurance Services generally will be available during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays, or as otherwise provided by KMBS-ECM to its end users purchasing continuing Software Assurance Services in the normal course of its business, by on-line connectivity, telephonically or both.

1.2. After-Hours Support. Should Client experience an emergency situation outside of normal hours, Client may contact KMBS-ECM 24 hours per day, 7 days per week, by calling KMBSECM's after-hours phone number of (562) 256-5342 or if no answer (818) 437-7015. KMBSECM's designated support engineer on call will contact Client regarding the emergency situation within a reasonable time (usually not more than 2 hours) after the page. KMBS-ECM reserves the right to notify Client that it is making unauthorized {i&, not in an emergency situation} or excessive use of after-hours Software Assurance Services and to terminate the provision of such Services thereafter, unless Client pays KMBS-ECM for such continued after-hours Services at


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the rate of $315.00 per hour (with a minimum charge of one hour per call). An emergency situation is as the occurrence of an Error that causes Client's business to be materially interrupted and the Error has prevented, in a material respect, any access to or use of the Software by Client in its production environment. Client shall be informed at the time of a call if such call is considered an unauthorized or excessive use call and Client shall have the opportunity to terminate the call and delay Software Assurance Services until normal hours on the next business day.

The Client also may have the option of contacting the software manufacturer directly in some cases. Additional charges may apply. If the Client opts to call the manufacturer directly, any and all charges will be billed to the Client either through the manufacturer at the time of the engagement or through KMBS-ECM, subsequent to the engagement.

1.3. Remote Access. Client acknowledges and agrees that KMBS-ECM and the SOC require online access to the Software installed on Client's systems in order for KMBS-ECM to provide Software Assurance Services hereunder. Accordingly, Client shall install and maintain, at Client's sole cost and expense, appropriate communications software as specified by KMBSECM; and Client shall establish and maintain, at Client's sole cost and expense, an adequate connection with KMBS-ECM and Software to facilitate KMBS-ECM's remote Software Assurance Services.

1.4. On-Site Services. Upon the reasonable request of Client, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis, KMBS-ECM may provide on-site Software Assurance Services at Client's facilities in connection with the correction of any. Error(s) involving a mission critical function of the Software that is not functioning in a production environment.

1.5. Exclusions. KMBS-ECM is not responsible for providing, or obligated to provide, Software Assurance Services or Upgrades and Enhancements under this Addendum: (a) in connection with any Errors or problems that result in whole or in part from any alteration, revision, change, enhancement or modification of any nature of the Software, including any configuration of the Workflow or WorkView modules of the Software that was not undertaken by KMBS-ECM or Software or authorized in writing in advance by Software; (b) in connection with any Error if KMBS-ECM (directly or through Software) has previously provided corrections for such Error, which correction Client chooses not to implement; (c) in connection with any Errors or problems that have been caused by errors, defects, problems, alterations, revisions, changes, enhancements or modifications in the database, operating system, third party software (other than third party software bundled with the Software by Software), hardware or any system or networking utilized by Client; (d) if the Software or related software or systems have been subjected to abuse, misuse, improper handling, accident or neglect; or (e) if any party other than KMBS-ECM or the SOC has provided any services in the nature of Software Assurance Services to Client with respect to the Software.

1.6. Delivery of Software Updates. Delivery of software updates, patches and upgrades will be electronic only.

2. UPGRADES AND ENHANCEMENTS. KMBS-ECM will provide to Client, in accordance with the SDC's then current policies, all Upgrades and Enhancements to the Software ;eleased by the SOC during the term of this Addendum. Client acknowledges and agrees that the SDC has the right, at


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any time, to change the specifications and operating characteristics of the Software and the SDC's policies respecting Upgrades and Enhancements and the release thereof to its end users. Any Upgrades and Enhancements to the Software and Documentation shall remain proprietary to the SOC and the sole and exclusive property of the SOC, and shall be subject to all of the restrictions, limitations and protections of the EULA. All applicable rights to patents, copyrights, trademarks, other intellectual property rights, applications for any of the foregoing and trade secrets in the Software and Documentation and any Upgrades and Enhancements are and shall remain the exclusive property of the SOC.

3. lmorooer Software Use. KMBS-ECM and/or the SOC is not responsible for providing, or obligated to provide, Support Services or Upgrades and Enhancements under this Addendum if: (1) the Software has been altered, revised, changed, enhanced or modified in" any manner that was not authorized in writing in advance by the SOC; (2) the Error is caused by errors, defects, problems, alterations, revisions, changes, enhancements or modifications in the database, operating system, third-party software (other than third-party software bundled with the Software by the SOC), hardware or any system or networking utilized by Client; (3) the Software has been subjected to abuse, misuse, improper handling, accident or neglect; or (4) any party other than KMBS-ECM or the SOC has provided any services in the nature of Support Services to Client with respect to the Software.

4. Software Assurance Fees and Payment Terms. Client will pay KMBS-ECM annual Software Assurance fees identified in Attachment 1 hereto ("Annual Software Assurance Fees"). KMBS-ECM will not have any obligation under this Addendum until receipt of payment has occurred for the designated period. The start date of service will always be rounded forwards or backwards to the 1st

of a month and hereafter be !<nown as the anniversary date. KMBS-ECM will invoice Client for subsequent Annual Software Assurance Fees at least 45 days prior to the anniversary date. In the event that add-on licenses are purchased for an existing product group during a covered Software. Assurance period, the Annual Software Assurance Fees will be amortized to the established anniversary date. If a product is added for what is considered to be part of a new product group the Annual . Software Assurance Fees to be added will be computed by adding the period to the anniversary date plus one year. In no event, will Client be invoiced for Software Assurance on a module or seat more than once per year and KMBS-ECM will always work with the multiple SDC's listed in Attachment 1 to have all Annual Software Assurance Fees be coterminous. KMBS-ECM will provide a new Attachment 1 with each renewal invoice.

5. TERM. RENEWAL AND TERMINATION. Subject to the early termination provisions of this section, the initial term of this Addendum commences on the 1st day of the month closest to the date the Software licenses are installed or delivered and expires on the first anniversary of that date. This Addendum will automatically renew for additional one (1) year terms unless it is terminated in accordance with this section.

5.1. For Convenience: Client may terminate this Addendum at any time, for any reason or for no reason, upon not less than thirty (30) calendar days advance written notice to KMBS-ECM.

5.2. For Cause: Client will notify KMBS-ECM in writing of any breach by KMBS-ECM of this Addendum specifying the natur.e of the breach. If KMBS-ECM has not cured the breach within 20 calendar days after receipt of written notice, or if the breach cannot be cured in that 20-day period, KMBS-ECM has not commenced a cure and continued within that 20-day period in goodfaith to complete the cure, Client will be entitled, in addition to any other rights it may have under this Addendum, or otherwise at law or in equity, to terminate this Addendum:

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5.3. Non-Renewal: Client may elect not to renew this· Addendum by written notice to KMBS-ECM no less than thirty (30) calendar days before the end of the then-current term. If notice is not received then this Addendum will automatically renew on the expiration date.

5.4. Automatic Termination. This Addendum terminates automatically, without any other or further action by either party, immediately upon any termination of the EULA or in the case where the version of the Software that is current installed by the Client is no longer a supported version by the SDC.

5.4.1. KMBS-ECM may give written notice to Client of any breach by Client or other failure by Client to comply with any material term or condition of the EULA or this Addendum, specifying the nature of the breach or non-compliance and requiring Client to cure the breach or non-compliance. In addition to any other rights it may have under this Addendum, KMBS-ECM may terminate this Addendum if, in the case of non-payment, any breach of the EULA or any breach of this Addendum, Client has not cured the breach or non-compliance within 20 calendar days after receipt of that written notice.

5.5. If this Addendum is terminated by Client for convenience or by the KMBS-ECM for cause, Client must pay KMBS-ECM for: (A) all Software Assurance Services provided on a time and materials basis on or prior to the effective date of termination; (B) all Annual Software Assurance Fees past due with respect to any period occurring prior to the effective date of termination; and (C) all incidental costs and expenses incurred by KMBS-ECM at any time on or prior to the effective date of termination and previously approved by Client in writing.

5.6. If this Addendum is terminated by Client for cause, KMBS-ECM shall refund to Client a pro-rated portion of its Annual Software Assurance Fees, based upon the number of months remaining until the end of the current term of the Addendum. In the case where the Client is terminating this Addendum for cause, but is continuing to use the Software, Software Assurance fees will not be refunded, as these services would continue to be available through the SOC.

5.7. The termination of this Addendum will not discharge or otherwise affect any obligations of either party existing under the Addendum before, or at the time of termination. The provisions of this Addendum which by their nature extend beyond the termination of the Addendum will survive and remain in effect until all obligations are satisfied.

6. PAYMENT REMIT DATE AND LATE PAYMENT. Client will pay all invoices for Annual Software Assurance Fees for the upcoming year in full on or before the last day of the then-current term of this Addendum. Client will pay the invoice for the Annual Software Assurance Fees for the period prior to the anniversary date occurring. Late payments may require a reinstatement fee up to 20% of the annual amount to re-instate the service and upgrade assurance.

EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM, CLIENT SHALL HAVE NO RIGHT TO REINSTATE THE ADDENDUM FOLLOWING TERMINATION THEREOF FOR ANY REASON.

By:-L-~-J.::L.~~~:..!-.,,.,,l-.Y....J..~:=::i~~ M. R eca Mendoza Assistant City Attorney


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ATTACHMENT 1

Annual Software Assurance Fees

Annual Renewal Payment must be received prior to beginning of service date to avoid an additional

20% reinstatement fee.

Service Date: [Initial term starts 90 days post initial contract execution date]

Module ID Description Qty license

Fee

GV-8-LOCAL Local Gov Licensing Bundle 1 16,000

GV-B-MU2-CTIPC1 Local Gov Concurrent Client 25 16,250

GV-B-MU2-WLIPC1 Local Gov Workflow Concurrent Client SL 5 5,000 Local Gov Production Document Imaging

GV-B-MU2-DIIPW1 (Kofax or TWAIN) 1 2,000 Local Gov Production Document Imaging

GV-B-MU2-DIIPW2 (Kofax or TWAIN) 3 2,400 GV-B-MU2-0LIPl1- Local Gov Integration for Microsoft Outlook 13 2013 2,000

Local Gov Full-Text Indexing Concurrent GV-B-MU2-IDIPC1 Client for Autonomy IDOL 10 1,200

GV-B-MU2-DRIPI 1 Local Gov Document Retention 1 4,000

GV-B-MU2-WTlPW1 Local Gov Web Server 4,000

AMlPW1 Agenda Management 1 5,000

AGDCC1 Agenda Client - Concurrent License 20 10,000

DPlPW1 Document Import Processor 5,000

OMIPl1-IPHN Mobile Access for iPhone® 5,000

EGIPl1 Integration for ESRI 1 10,000

KX-LSC0-0001 Kofax Express Capture 2,000

Total Due


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CITY OF VENTURA

CITY CLERK AND COMMUNITY DEVELOPMENT

Agenda and ECM Implementation

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SCOPE OF WORK

PROPRIETARY AND CONFIDENTIAL INFORMATION The enclosed materials are proprietary to KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.; INC. KMBS reserves the right, title and interest to such materials. The terms, conditions, and information marked confidential in the start of the section are confidential to KMBS and City of Ventura and may not be disclosed in any manner to any person other than the addressee, together with its officers, employees, and agents who are directly responsible for evaluating the contents of these materials for the limited purpose intended. These materials may not be used in any manner other than for such limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of KMBS.

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LE OF CONTENTS

TABLE OF CONTENTS ............................. ii

DOCUMENT PROPERTIES ........................... 1

ATTRIBUTES •.••••••.••••.••••.•.•.••••••••••••.•..•..•.• 1

SCOPE OF WORK .................................... 2

Project Management .................................. 2

Analysis and Design .................................... 2

Installation services ................................... 3

Agenda Management Configuration ••••••.•••••.••• 3

ECM Configuration ..................................... 3

·Training .................................................. 3

User Acceptance Testing ............................. 4

Go Live .................................................. 4

Agenda Workflow REQUIREMENTS .•.•.•...••.... 5

Access Restrictions ................................. 5

Notifications .......................................... 6

Transitions ........................... · ••..•••.••..••.• 6

Revisions •.•.••.•••••..••.•••••••••••••.••••.••.••••••• 6

Approvals ............................................. 6

Assumptions ............................................ 7

PROJECT PRICING .................................. 8

SCOPE OF WORK

Solution IMPLEMENTATION ........................... 8

Software Estimate .................................. 8

Professional Services ............................... 9

Project Pricing Summary .••••••.••.•••••••.•.••.•.• 9

PROPOSAL ACCEPTANCE •••••••••.••••••••••••.• 1 O

City of Ventura Approval ......................... 1 o Konica Minolta ECM Approval •.•••••.•.••..•••.•• 1 o

Appendix A - Solution Description •.•..••.••••• 11

Exclusions (not in scope) •••••.•.•.•.••.••.•..•.•. 15

Appendix B - ECM Solution Delivery .. • . • . . • . .. 16

Methodology Overview ............................ 16

Implementation Process .•.•••.••.•••.•..•...••... 17

Roles and Responsibilities ........................ 18

Client ................................................... 18

KMBS ECM .............................................. 19

Appendix C - OnBase Hardware Requirements ..................................................... 20

Appendix D - Document Migration to OnBase Statement Of Work ............................. 21

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O•s9Ntt;:A.·~,NPLIA SCOPE OF WORK ---------ll!IBll!IIIIIRlllllllil\!llllllllll'I-IIIIRIIIOlllllll!llllll!/ll _________ m:l.""1l!i'i'-,''YY't'."'''');0;fC!'»/\;JW\'.··n·•··

DOCUMEN"F RRORERrlES

ATTRIBUTES

Client: City of Ventura

Project: Agenda and ECM Implementation

Document Type: Scope of Work

Current Version: 1.0

Responsible Group: KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC.

Business Intelligence Services, Enterprise ContentManagement

Presented By: Catherine Bedrossian

Prepared By: ReneeJackson

Document Expiration Date Feb 17, 2017

All inquiries regarding this document should be directed to:

Catherine Bedrossian J ECM Sr. Solutions Consultant Phone: 310.383.4212 cbedrossian@)kmbs.konicaminolta.us

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SCOPE OF WORK

SCOPE OF WORK CONFIDENTIAL SECTION (pages 2-7)

Konica Minolta Business Solutions will provide discovery and implementation services to the City of Ventura for the use and functionality of the included software modules to achieve an Agenda and ECMimplementation.

The estimated number of Professional Services hours is based upon a simplified project approach with a minimal level of project management and the Business Analyst working directly with the client to establish specific functionality requirements.

By embarking on this project the City of Ventura intends to:

• Move to an electronically driven Agenda Management solution

• Support the 'Community Development department's ongoing archive of documents' ~and related) • Manage Certificates of Insurance, including tickler dates for expiration

• Migrate and fully convert content from the LUIS/ Anacapa imaging system (to be peiformed by ISA USA, Inc. defined under separate Scope Of Work enclosed as Appendix DJ

PROJECT MANAGEMENT Konica Minolta will provide project management services in order to ensure the success of the project and facilitate timely delivery. Project management tasks will include:

• Creation of project schedule. • Creation of regular project reports

• Regular Project meetings to review schedule, tasks completed and consumption of hours.

ANALYSIS AND DESIGN

Konica Minolta will review the baseline solution requirements documented in the "Agenda Management Configuration" and "Solution Description" (Appendix) sections of this Scope of Work to confirm their validity. Any differences in process and requirements will be documented.

A functional specification will be created and reviewed with the City for their approval. If significant discrepancies in requirements are identified, a GAP analysis report and change order will be created.

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.0 ISGl"f JCA t,,\Jl"fgt.TA SCOPE OF WORK -----------------------------~?ttt:'J:\--.c~-,-;<,,;r:o"-~.tfi'.P't'Y":'F',. ' INSTALLATION SERVICES Konica Minolta will install a base instance of the OnBase platform, which will include a database, file server locations and an Application Server. The OnBase Agenda software will be installed on a set of Ventura test workstations and connect to the OnBase Application Server.

The Agenda Manager Client deployment package will be setup on the server to facilitate easy installation on user stations. Konica Minolta will test the installation of two user stations (e.g., City Clerk and Deputy City Clerk) and transfer knowledge to IT for installation of client software on user machines.

AGENDA MANAGEMENT CONFIGURATION Konica Minolta will configure the Agenda Manager Software and Work.flow for a single meeting (City Council). The following tasks will be performed.

1. Setup Meeting 2. Configure Agenda Items and corresponding OnBase Document Types 3. Create Agenda Document Word Document Template 4. Create Agenda Item Unity form 5. Create Agenda Review Work.flow 6. Configure Agenda structure in Agenda Manager and packet creation 7. Setup Agenda Online 8. Configure security groups for agenda related objects

The functional requirements for the Agenda Review Workflow are described in the AGENDA WORKFLOW REQUIREMENTS section.

ECM Configuration Once the base instance of OnBase is in place, and beyond OnBase Agenda implementation, configuration will also take place for Community Development, Certificates of Insurance, and the taxonomy (Document Types schema) necessary for the migrated content coming over fromLUIS/ Anacapa.

Konica Minolta will configure the following:

1. Document Types set for Community Development 2. Certificates of Insurance documents

a. Includes tickler expiration dates 3. OnBase integration for ESRI ArcGIS

a. Up to four (4) map layers

TRAINING • Konica Minolta will provide the City's testers with training for the Agenda Management and ECM solution to

facilitate user acceptance training (UAT), and onsite "train the trainer" training to provide training for users who will participate in the agenda process and overall ECM system usage.

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SCOPE OF WORK '.;IU,~l~'ilj!~f4 ;t -----------------------------------,M!,,;:0,'''""''''',,;;,,,,,'>:' USER ACCEPTANCE TESTING

• The City will be responsible for testing the Software within the cw:rent business process. An issue log will be used to identify any divergences from the functional specification document and will be reviewed with Konica Minolta at the end of each testing week.

GO LIVE • Upon completion of implementation, end user training, Customer testing phase and end user sign off, Konica

Minolta will provide onsite go-live preparation services and go-live support. Go-live preparation mayinclude functional testing of the solution, and go-live support for the Software solution.


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SCOPE OF WORK

AGENDA WORKFLOW REQUIREMENTS

[Revisions Requested]

City Clerk - Second Review

[If Agmt, Ord, Reso] 1------------ Legal Review

'-------------1 City Manager

Council Reviews Draft Agenda

Publishing & Distribution City Clerk

Access Restrictions Example 1. City Clerk Office will see all items in all queues. 2. Staff Submission Queue: The submitter, members of the department of the submitter, and department head

will have access to items in this queue for purposes of review and transferring editing responsibilities. 3. Department Head Review Queue: The Department Head will have access to items in this queue submitted by

members of his/her staff. 4. City Clerk - Initial Review Queue: City Clerk Staff will have access to this queue. 5. Financial Review Queue: The Financial Review group will have access to this queue. Assistant City Manager

may be only member. 6. City Clerk - Second Review Queue: City Clerk Staff will have access to this queue. 7. Legal Review Queue: The City Attorneys group will have access to this queue. 8. City Manager Queue: The City Manager and his/her staff will have access to this queue. 9. Council Review: In addition to City Clerk's Office, a cross departmental group will have to this staff;

members may include City Manager, Mayor, etc. · 10. Publishing & Distribution Queue: City Clerk Staff will have access to this queue

'(M)l.!ii,H1iM]lli\it.a~·~ ...... ,,,,,,.oc,,,,,w""'"'*'1;ey·. --------------------------•


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SCOPE OF WORK

Notifications 1. Notifications should be sent via e-mail upon transition to a queue to alert the reviewers for the queue that an

item is awaiting their review. 2. The City Clerk Office will have access to all queues but should not be notified when items transition into any

but City Clerk queues. 3. When items are rejected, the content of the notification should reflect the rejection or need for revisions. 4. A few special notifications should be anticipated. 5. A tickler notification for inactivity of items sent to submitters for revision will be configure.

Transitions 1. A basic approval path will be implemented. 2. Transitions to a queue will be driven by user selection using user task buttons and/ or a pick list of available

queues. 3. City Clerk Office should have ad hoc routing privileges. That is, the City Clerk should be able to route items

to any queue, from any queue in order to address exceptions of fast track an item. 4. Parallel Review: City Manager and Attorney review will be in parallel

Revisions 1. A revision queue for the original submitter should be created in order to help submitters organize theirwork.

2. The original submitter will use the same or similar transition methods used in the review process to resubmit the revised item back into the review process. This may be from the beginning or may be at a particular point such as one of the City Clerk queues.

3. Agenda Manager's out of box revision functionality and EDM services will be used to manage a single file under multiple revisions.

4. Comments will be made using the OnBase Collaboration Module. If this module is not purchased, a log page will be added to the Agenda item form that will log comments in an uneditable, sequential form with basic but limited formatting.

Approvals 1. A formal approval method will be implemented to capture approvals from the Dept. Head, City Attorneyand

City Manager. 2. Methods or representing this approval will include either a digital stamp or a date/ time stamp log entry. 3. The stamp or log action will be invoked by clicking a user task button, advancing the item to the next step in

the process or a method such as these.

'.~4f!U:V0~~·~ ,i • .i.;,.,,.Vldi'.JWJWWWV _________________________ _


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.. 11or1,c~MINQL,T1' I --------lllllllllllllllllllllllllllllll!llnl ___________ ,.~~'M'l''t\?(1tt@J:f&)2lNTfl'Uil\'\:1t!Wt"WP'GW&mtc:s;;;::.\:~::::~::;c:-'.nf!:f.:/J:'l'.'.:J"··,··

SCOPE OF WORK

ASSUMPTIONS This proposal is based upon the below assumptions being true. If for some reason these assumptions prove not to be true, this could result in a scope change and may have an impact on the proposed cost and tiroeline to deliver.

• Certificates of Insurance will be configured to lapse one expiration cycle (not multiple); • All handling of Certificates of Insurance (after email notification) is to be handled manually by the staff

• •

•

•

•

• • • •

• •

•

•

•

Page I 7

person; The City is using existing hardware and operating systems for the solution implementation; The City's hardware meets the minimum hardware requirements for OnBase (see hardware requirements in Appendix) This solution will be implemented based on the current production version of OnBase (16). If an upgradeis required due to additional functionality which may have been developed in more recent versions, Customer is responsible for performing the upgrade or engaging Konica Minolta in a separate work agreement to perform the upgrade. This proposal does not include scope for any upgrade work;

At a server resource level, the City has a functioning ( or will provide) non-production (i.e. test) environment in which to test the solution;

All Configuration work will be in the PRODUCTION environment. Once testing and modifications have been completed, the Production database will be copied to create the TEST environment, to reduce the amount of configuration work that would otherwise need duplicated. If the City requires a different approach, a change order may be required.

Customer will allocate, schedule and define the subject matter experts for the discovery sessions; Workstation deployment testing, training, and consultation will be provided on up to three (3)workstations; Konica Minolta is not responsible for the installation and configuration of third party software; Konica Minolta is not responsible for the deployment/installation of software on end user workstations. The solution engineer will work with your system administrator to identify requirements, test installation processes, and provide general consulting on the topic. However, it is ultimately the City's responsibility to roll-out the software to end user workstations; The City is licensed for the appropriate licenses prior to the Software engagement; The City will provide a Software system administrator that will participate actively throughout the project lifecycle; The City will be responsible for providing Konica Minolta access to the appropriate servers and workstations to perform the configuration of the Software solution; The City will responsible for testing the Solution during the Customer Testing Support phase, which may be performed by multiple City personnel; Load balancing (access restrictions) in the Agenda workflow queues will not require complex logic for "backup" personnel roles.

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fl 1sQNlt~Ml,l"'.CQJ.J:I) SCOPE OF WORK -----------------------------'U,~&JtJ:2©2!1.rntt>tt'itY.tW<W&WmrsM:).\' "'"""" PROJECT PRICING The costs identified below are the components to be purchased by the City ofV entura.

SOLUTION IMPLEMENTATION

Software Estimate The software costs are an estimate based on the project requirements and are subject to change. Thecomponent pricing breakdown reflects the OnBase solution necessary to implement the City of Ventura OnBase Agenda and ECM solution.

Local Government Licensing Bundle

Local Government Web Server

Local Government Concurrent User Client

Local Government Production Document Imaging (Kofax or TWAIN - License 1 -City Clerk)

Local Government Production Document Imaging (Kofax or TWAIN -Additional

Licenses, Comm Dev., Hr/Risk Mgt& Purch/Contracts}

Local Government Document Retention

25 total Local Government Workflow & Agenda Management Workflow clients (Concurrent)

Document Import Processor

Local Government Integration for Microsoft

Outlook (Version Specific)

Mobile Access for iPhone or Android (OS

specific)

Local Government Full-Text Indexing Concurrent Client for Autonomy IDOL

Kofax Express Capture

Agenda Management

ArcGIS Integration

$ 16,000.00

$ 4,000.00

s 650.00

$ 2,000.00

$ 800.00

$ 4,000.00

$ 1,000.00

$ 500.00

$ 5,000.00

$ 2,000.00

$ 5,000.00

$ 120.00

$ 2,000.00

$ 5,000.00

$ 10,000.00

*List pricing shown. Discount to be applied is shown in "Project Pricing Summary" totals below.

Software and Maintenance will be invoiced upon contract execution and will be payable Net30


$ 19,200.00

$ 4,800.00

$ 19,500.00

$ 2,400.00

$ 2,880.00

$ 4,800.00

$ 6,000.00

$ 12,000.00

$ 6,000.00

$ 2,400.00

$ 6,000.00

$ 1,440.00

$ 2,400.00

$ 6,000.00

$ 12,000.00

$ 107 ,820.00

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SCOPE OF WORK

Professional Services The cost estimates for Professional Services are calculated based solely on the information contained within this document, -past experience in the initial implementation of an ECM solution, and the simplified project approach previously mentioned.

The City of Ventura acknowledges that the services estimates may be modified based upon additionalinformation acquired throughout the solution development life cycle and should plan on some degree of scope change for internal budget planning purposes.

Payment Terms: Professional Services hours will be billed on a monthly basis, as they are incurred. This is a time and materials engagement and should not be viewed as a fixed price or a not to exceed arrangement, although any changes to estimated work effort that go beyond the above estimate will be reviewed for approval by customer, as soon as the change is known.

Travel Related Expenses Total Onsite Trips Planned: 3 Analysis, Training & Go-Live

Total Onsite Days Planned: 12

Trip Charge: $462.50 per trip 105 miles Travel from Anaheim, CA to

501 POLI STREET

VENTURA, CA 93002

Average Daily Expense Estimate: $250.00 per day Travel related expenses remain subject to the original MSA, which states that these are additional and will be billed at actual cost to customer

Total Travel Related Estimate: $4,387.50

Note: Software Acquisition and Professional Services discounts in effect through 02/17 /2017 '.~~~":. :c"· .. ,·.,;c""%"1ti!W'' _____________________ _


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O l<ONICA MINOLTA fNi'friPfH~l[ i!-:'\NTf:-~lf MJ\H.\:.:if M~t,J"

-----------------•m:.aimK&R@~~,·r-r;rt..M•~::~,<·~4cY.:,,,.;;;F, t:-z.'"!-:

PROPOSAL ACCEPTANCE CLIENT: City of Ventura

OPPORTUNITY: Agenda and ECM Implementation

SCOPE OF WORK

By signing below, the authorized representative(s) from the City of Ventura, acknowledge that they have read, agree to and accept this Scope of Work.

City of Ventura Approval

Approver Signature Date Signed

I Date Signed

Statement of Confidentiality This document contains information that is privileged, confidential and subject to copyright - it is tendered forthe exclusive use of the City of Ventura and its employees only. The sections of this document labeled Confidential may not be transmitted to third parties or reproduced without prior written approval by Konica Minolta Business Solutions.

Validity This document shall remain valid until the expiration date identified in the Document Properties on Page 1. Konica Minolta reserves the right to make changes in specifications and other information contained in this document without prior notice.

KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. Business Intelligence Services, Enterprise Content Management - Sales

www.kmbs.konicaminolta.us

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SCOPE OF WORK

PPENDIX A - SOLUTION DESCRIPTION CONFIDENTIAL SECTION (pages 11-17)

In order to meet the objectives and functionality outlined above, the following items will be implemented duringthe initial implementation. The items outlined here are based on the current understand of City ofVentura's requirements at the time of this document's creation. This information will be validated during the discovery phase of the project and any additions or modifications identified will be handled through a multi-phased approach or the change management process.

The proposed solution includes the following activities:

ID Activity Description

Base Implementation Services

Server Infrastructure

Client Access

Discovery/ Analysis

Discovery

Page j 11

The necessary OnBase server components will be installed and configured on client network infrastructure for each instance. The following will be configured:

• Database Server - The primary data store for the OnBase system • Disk Group(s)-The File Storage location for all documents IIS Application Server

Provides user access through the OnBase client applications • Internal IIS Application Server -Provides user access through the OnBase client

applications while inside the network firewall

• External IIS Application Server -Provides user access through the OnBase client applications through the internet while outside network firewall (for public users accessing published documents)

• Mobile Access Broker - Provides access for mobile devices • Autonomy IDOL Full-Text Indexing- OCR Engine that provides full text searching

within the OnBase client for configured document types Estimate includes:

One (1) Production Instance

One (1) Test Instance

Direct User Access (OnBase UI) will be installed on a limited number of workstations to facilitate testing and training. The following UI components will beinstalled:

• Agenda Client- Primary user interface • Unity Client-Allows access to OnBase outside of agenda manager • Outlook Integration - Allows access to OnBase from within Microsoft Outlook

Estimate includes: Up to Three (3) Workstations for use in testing and training

Consultation with Client IT team on creation of client deployment package

Discovery sessions will consist of both on site and off site working with client subject matter experts to refine solution requirements. The following documents will be created during discovery:

• Functional Requirements Document

• Working Project Plan

Estimate includes:

Three (3) days of onsite discovery/ analysis (Up to one (1) day dedicated to discovery sessions for ComDev)


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SCOPE OF WORK

Implementation

Document The document taxonomy provides the classification and organization of documents. Taxonomy The following taxonomy will be created to support the proposed solution:

• Up to Four (4) Document Type Group - top level category of documents (Community Development, City Clerk/City Council, Purchasing/Cont1;acts)

• Up to Thirty (30) Document Types - Potential examples include: 0 Ordinances 0 Resolutions 0 Building Plans 0 Certificate of Insurance

• Up to Fifty (50) Keywords ..c. will consist of the indexing data needed to properly organize documents. Potential examples include:

0 Street Name 0 Record Locator 0 Expiration Date n P+r

Document Folders A document foldering structure will be created that will automatically create a hierarchical structure that organizes all documents into virtual folders.

Estimate includes:

Two (2) folder structures

Content Ingestion OnBase will be configured to allow users to add new content to the system through the following sources:

• Workstation Scanning ( deployed with Unity Client) - users can scan individual documents from desktop scanners connected to their workstations.

• Up to Three (3) High Speed Production Scanners will be configured for bulk scanning of documents

• Virtual Print Driver (included in deployment) -An installed printdriver will be deployed as needed that allows users to store documents created by most applications.

Workflow Configuration of Workflow to handle tickler notifications of upcoming expiration dates for Certificate of Insurance documents.

Estimate includes:

One (1) non-user workflow for back end processing to send notifications at specified time intervals based on a manually indexed expiration date (i.e. 30, 60, or 90 days to Expire)

*Does not include any user facing collaboration worktlows or custom scripting

*Any handling of a document will be done manually by a staff person. Additional automation will require an approved change order.

'~RMffltA~. ,'LCTiJ'®Ji ________________________ _


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SCOPE OF WORK Agenda Konica Minolta will configure the Agenda Manager Software and Workflow for a single Management meeting (City Council). The following tasks will be performed. Configuration • Setup one (1) Meeting

• Configure Agenda Items and corresponding OnBase Document Types (Up to fifteen (15) document types)

• Create one (1) Agenda Document Word Document Template

• Create Agenda Item Unity form

• Create Agenda Review Workflow

• Configure Agenda structure in Agenda Manager and packet creation

• Setup Agenda Online

~-·M~~~f. .:n.,,•c,1,,tJ&i$W __________________________ _


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SCOPE OF WORK

ESRIArcGIS The OnBase Integration for ESRI ArcGIS allows linking OnBase content to geographic Integration map features. All documents related to a map feature can be retrieved with a single

click. Users can upload documents and create forms directly from the map, automatically indexing them with map feature metadata. OnBase users can display documents on an Esri map.

Estimate includes:

Retrieval and ingestion of documents through the ESRI client interface on up to four (4) Map Layers.

*Does not include any custom scripting.

*For documents brought into the OnBase system through the migration process, appropriate indexing information must be present on the document to allow for proper association. Any data entry or data manipulation needs are outside the scope of this work.

Application Application Enabler allows retrieval of OnBase documents from within the interface of Enabler a 3rd party application via a hotkey, mouse click event, or a no-click auto-display option.

Estimate includes:

Retrieval from One (1) screen within a single 3rd party application.

Document OnBase Retention provides the automated evaluation and deletion of documents Retention based on document date (date of import by default) and by document type. Each

document type can have its own retention timeframe (i.e. 7 years from date of creation). Several deletion options are available within the Purging (deletion) process and can be configured to run manually or via an automated scheduled process. A manual override feature allows the user the ability to exclude the retention period for particular documents and provide comments as to why the document should be excluded.

Estimate includes:

Document Retention setup

*Client must provide retention schedule. KMBS is not responsible for discovery and/ or creation of retention requirements.

*Retention schedules triggered by an event, or requiring pre-destruction approvals and the ability to place holds on documents through an administration interface is out of scope and would require an approved change order with purchase of Records Management module.

*Maintenance of Document Retention evaluation process cannot be done within the Unity Client interface and will require Records Managers have access to the OnBase Thick Client

Security - Single Integration to Microsoft Active directory will be configured to allow users to access the Sign On OnBase solution with their existing network credentials and not require an additional

prompt when logging in from an Active Directory workstation.

Estimate Includes:

Active Directory integration to a single client domain.

*Client must configure Active Directory Groups to align with the security requirements defined during analysis phase.


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SCOPE OF WORK W'*''.l-n":1--n,.-w,s,_.,,,..,,_.,

Security - Rights OnBase will utilize user groups to define the security model. These groups will be and Privileges configured to meet the security needs of Ventura as defined during the analysis phase of

the project.

Estimate Includes:

Up to ten (10) user groups each with custom secutitypermissions.

*All management of user group membership will be administered by the client IT department through Active Directory.

Training

User Training- KMBS will provide training though a "train the trainer" approach. Class attendees will Train the Trainer be provided the tools and knowledge to allow them to train the user population on

proper use of the system.

Estimate includes:

One (1) train the trainer session on Agenda Manager (up to four ( 4) hours)

One (1) train the trainer session on Unity Client (up to four (4)hours)

One (1) train the trainer session on Scanning (up to four (4)hours)

One (1) train the trainer session on Outlook, ESRI Integration and App Enabler (up to four (4) hours) *City of Ventura will provide meeting space and necessaryworkstations *Additional training sessions are available with an approved change order ( i.e. if it is not feasible to have multiple departments in a su;igle session or scheduling conflicts require multiple sessions). *End user training is available with an approved change order.

Administration KMBS will work with designated client personnel designated as SystemAdministrators Training to prepare them for taking ownership of the system after project Go-Live. Topics

covered will be workstation deployment, system maintenance, general troubleshooting, as well as implementation specific topics as necessary.

Estimate includes:

Up to four (4) hours of dedicated Administration training for up to two (2) participants.

Testing

System Testing City ofV entura will be responsible for testing the Software within the current business process. The duration of end user testing should be established by City of Ventura and will involve the process of end users identifying potential issues or changes to the initial configuration. City of Ventura shall notify Konica Minolta of such change requests identified during the process.

Estimate includes:

Up to sixteen (16) hours of support throughout a testing phase not to exceed a three (3) week timeftame

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Go-Live

System Go-Live

Project Management

Project Management

Page I 16

SCOPE OF WORK

Upon completion of implementation, end user training, Customer testing phase and end user sign off, Konica Minolta will provide go-live preparation services and go-live support.

Estimate includes:

Eight (8) hours of Day 1 Go-live Support

Up to eight (8) hours of post Go-Live support for ten (10) days after go-live

Project Management activities facilitating the deployment of the solution will include; Weekly Status Meetings, Weekly Status Reports, project scheduling and scope management.

Estimate includes:

Up to three (3) hours per week of Project Management support by a KMBS dedicated project manager, for approximately 20-30weeks.

*Project Maaagemeat hours are based oa the assumption of weekly eagagemeat for the life of the project. Delays ia project may have aa impact oa the proposed cost aad timeliae to deliver.


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SCOPE OF WORK

Exclusions (not in scope) The following items listed are not in scope for the initial project:

ID Activity Description

1 'Optional' modules Setup and configuration of any 'Optional' OnBase modules quoted or modules listed above that may be purchased in the future proposed are not included in the

Professional Services hours estimate.

2 Data Conversion Work outlined in this SOW does not include data conversion from existing or legacy (other) systems to OnBase, except as specifically noted in Appendix D - DOCUMENT

MIGRATION TO ONBASE STATEMENT OF WORK. Out of scope items would include, but not limited to: datarelated to integration, content stored in other repositories, etc. If this is desired, an approved change order will be required.

3 3rd Party It is assumed that integration efforts including solutions that need to perform data integrations transfer/ entry/ exchange is considered out of scope for this project unless specifically

defined 'In Scope'.

4 Documents other Activities related to the implementation of OnBase in business units other than whatis than those used in specifically defined 'In Scope' are out of scope and will require an approved change the 'In Scope' order. department(s)

5 Custom Code Unless specifically outlined in this proposal, it is assumed that there will be no Development requirements that will need custom development and therefore this is not included in

the quote. If the need arises for custom development, scripting, etc. a change order will be development and submitted for client approval to address the changes in.scope.

6 Custom Interfaces Standard OnBase interfaces will be leveraged for this project. Customized web front-ends, applications, or web services are not in scope and will require an approved change order.

7 ComDev Workflow 1 day of discovery will be dedicated for sessions with ComDev; the effort to implement any workflow automation discovered will be part of Phase II implementation or may require an approved change order.

8 Activities not listed Activities not listed in the in-scope statement will require a change order.

'


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APPENDIX B - ECM SOLUTION DELIVERY CONFIDENTIAL SECTION (pages 18-21)

Methodology Overview

KMBS ECM has adopted a customer centric methodology to the development and deployment of ECM solutions. These solutions typically change and streamline a client's business processes while removing the paper from those processes. By actively engaging the client throughout the solution development life cycle, KMBS ECM has found that clients are more likely to have successful projects, with fewer change management Issues related to their re-engineered business processes.

SCOPE OF WORK

Each ECM deployment is broken down into specific deliverables, effectively giving the client the opportunity to sign off on key elements of the project along the way. This approach ensures that the client is able to make 'course corrections' during solution development and helps them gain a better understanding of the various solution components.

The Discover and Design phases allow KMBS ECM to gain a better understanding of the client's business process needs and refine the requirements established during the sales process. This information is presented to the client in Functional Requirements Document that details the following ECM elements: Taxonomy, Integration and Capture, Retrieval, Workflow, and Security and any other solution specific needs. It is the goal of the KMBS ECM team to deliver these documents with the most complete and accurate information as possible prior to configuration. However, additional information frequently comes to light throughout the solution development life cycle. When that occurs, the new information will be incorporated into the Functional Requirement Document through the change conti:ol process.

The Build and Review phases occur following the sign-off of the Functional Requirements Document. The Solution Engineering team will configure the solution based on the Functional Requirements Document and present the results to the project team. Weekly Status Reports will be reviewed with the project team during weekly Status Meetings. When appropriate this meeting will also include solution demonstrations and technical reviews.

The Test phase encompasses both system end-to-end testing by the Solution Engineer and User Acceptance Testing by the client's designated testers. We encourage our clients to involve not only the project stakeholders, but key end users during all of these phases. Upon successful completion of the testing phase a meeting will be held to receive formal acceptance of the solution. This is required to move to the training and Go Live phase.

The Training and Go Live phase is when the user base is trained on the new solution and it is deployed into the production environment for active use.

Once the system is live in production KMBS will continue.our commitment to your organization though our Software Assurance and System Maintenance services. We will also conduct periodic system review meetings to ensure your solution continues to meet your needs.

:;..;:,.H:.i.i:;.'*~-----------------------------Page I 18 Copyright© 2016 KMBS, USA - CONFIDENTIAL

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Implementation Process The KMBS ECM Implementation Process begins with a 'soft' project launch of the Business and Technical Assessments and is completed after Go-Live. The basic course of events for the implementation of a typical ECM solution are as follows:

1. 'Soft' Project Launch [KMBS ECM]

a. Key Project leadership will meet to plan the Formal Project Launch

b. High-Level Project Plan Development

2. Formal Project Launch [KMBS ECM and Client's Project Team]

a. Kickoff Meeting including review of Project Scope and Roadmap

3. Discovery and Design [KMBS ECM and Client's Project Representative]

a. Discovery Meetings involving key client personal ·

b. Requirement Identification and Documentation [KMBS ECM and Client's Project Team]

c. Requirement Review [KMBS ECM and Client's Project Team]

4. Software Installation [KMBS ECM and Client's IT Representative]

5. Solution Development- Customer Centric Methodology. Completed for, but not limited to, each of the following ECM elements: Taxonomy, Integration and Capture, Retrieval, Workflow, andSecurity.

a. Configuration [KMBS ECM]

b. Configuration Review [KMBS ECM and Client's Project Team]

6. End-to-End System Testing [KMBS ECM]

7. Solution Documentation Development [KMBS ECM]

8. Training: Train-the-Trainer [KMBS ECM and Client's designated trainer]

9. User Acceptance Testing (UAT) (Client's Project Team]

10. Change Order Process [KMBS ECM and Client]

11. ECM Solution Acceptance (Client]

a. Required to proceed to Go-Live

12. Cutover to Production Environment [KMBS ECM and Client's IT Representative]

13. ECM Solution Go-Live

14. Post Go-Live Support

This implementation process has been specifically designed to streamline solution delivery, while providing a high level of communication and involvement by the client throughout.


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SCOPE OF WORK

Roles and Responsibilities Common roles and responsibilities are defined so everyone will understand what is expected of them on the project Upon joining the project, a resource will be assigned one or more of the following roles.

Role Description

CLIENT

Project Sponsor • Review of milestones The Project Sponsor provides high- • Review and resolve escalated issues level oversight and guidance for the • Risk review project to ensure that the project • Approve major change requests solution meets overall schedule and cost objectives.

Project Manager • Coordinate client personnel and schedules The Project Manager will act as a • Assist with issue resolution communication and resource • Project deliverable review and acceptance allocation point for the KMBS ECM • Change management Engagement Manager • Interface with KMBS ECM Engagement Manager

• Issue Tracking

Subject Matter Experts • Participate in discovery sessions The Subject Matter Experts provide • Contribute to the definition of the business and functional ongoing business expertise and requirements insight to the business processes that • Provide feedback during system demonstrations and testing will be impacted by the ECM solution.

IT Resources • Hardware Preparation: Setup the hardware and software(operating The KMBS team will need to systems) on which the ECM application will be installed. coordinate with the client IT team on • Desktop Support: Setup or deploy any software required for the the following items: solution

• LAN Administration: Setup the rights and privileges for the solution to operate successfully within the CI1Y OF VENTURA network.

• DBA: May need to be available during ECM software installation .

·~Nf·D!~~'_ -' cVfoii\fDWW-.fo.¥.W __________________________ _


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SCOPE OF WORK

KMBS ECM

Engagement Manager • Coordinate KMBS ECM team personnel and schedules The Engagement Manager serves as • Preparation and maintenance of the project schedule and budget the primary point of contact • Project communication throughout the project and is directly • Issue tracking involved with the development and • Change management execution of the solution.

Business Analyst • Gather solution requirements The Business Analyst will work with • Create the Functional Requirements Document the teams to lead the functional • Coordinate KMBS subject matter experts to create the solution design requirements gathering process.

Solution Engineers • ECM software installation

The Solution Engineer develops the • ECM software integration ECM solution as indicated in the • ECM solution configuration I

solution requirements document. • System testing • Solution training • Solution documentation • Issue resolution


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Af>flENDlX C - ONBASE HARDWARE REQUIREMENTS

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SCOPE OF WORK

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The diagram shows a single internal application server. Depending on volume of internal use that it hitting that application server, it may be recommended to have two (2) Internal servers, with one dedicated to support the external facing web server.

·~'nllll!DIIC1\~1lilt · ···-¥,,,,%' w·'·-------------------------Page I 22 Copyright© 2016 KMBS, USA - CONFIDENTIAL

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l~()rflC:I\ ~INgtTI\ I SCOPE OF WORK llllill--------------------l/0fffi.**~@~MW"-.~$~%K4<JM:#HH'i ;,"'~OJ6,'.~".',',i.X::t.:::<';:::;,'::,)o::;:~···,····

A.BREN DIX D - DOCUMENT MIGRATION TO ON BASE STATEMENT OF WORK

Document Migration to

On Base Statement of Work

12/21/2016

The conversion process can be broken down as follows:

• Gather data from all sources. Validate indexing assumptions

• Cleanup

• Normalization

• Conversion testing, acceptance tests, production, monitoring, reporting

The conversion effort will migrate existing database index data and associated images from three different

sources:

a. City Clerk Documents

b. Community Development Documents

c. Insurance Certificates

Source "a" above, known as the ISA System, is assumed to be indexed within each PDF as Adobe metadata

(Doc Number, Doc Type, Doc Date, Supplemental, Description, APN). The conversion process will extract

such data from all these PDF files to populate the On Base database. Any detected anomalies will be

reported for further City review and action. No field is assumed mandatory, i.e. any of these fields may be

blank or null and will be migrated intact. Unless otherwise negotiated, no attempt will be made to

automatically or manually parse orvalidate any of these fields. Any request for additional fields must be

separately discussed and quoted.

Source "band c" above are housed in the LUIS SQL Server database. LUIS records consist of a MicrosoftSQL

Server database pointing to multi page PDF files. The conversion process will use the index data in such

database to populate the On Base database. Any detected anomalies will be reported for further City review

and action. No field is assumed mandatory, i.e. any of these fields may be blank or null and will be migrated

intact without further validation. Unless otherwise negotiated, no attempt will be made to automatically or

manually parse or validate any of these fields. Any request for additiona'I fields must be separately discussed

and quoted.

Any image or index value data source not included in a, band c above will be considered Out of Scope and

may require a change order to be included in the data conversion effort. However, if the City provides a

lookup table addressable from a captured unique key value, additional fields may be populated

automatically. Any exceptions from a fully auto populated lookup table process will be billable on an hourly

rate basis.


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SCOPE OF WORK flJ$9NtO\MD't4.~TA. ,f mlllllllilm _______________________________ ffl~lt'd,!:-,.':Yit/:':''~--~

It is conceivable that certain segments of any or all the source above may need to be indexed by methods other

than the ones explained (consistent PDF metadata, existing SQL Server database entries and/or file names). Atthe

present time, there is no documented request to identify and quantify such segments. Any future request in that

direction needs to be formalized for quotation purposes, i.e. any new or modified index data capture or manual

indexing must be defined and quoted as a separate project.

Cleanup and Normalization efforts: The bulk of the conversion will be automated, but we anticipate the

eventual need for manual labor to handle exceptions. There are three cost line items that relate to manual

labor: a) Hourly rate for manual data cleanup service, b) Hourly rate for engineering services for data

normalization and exception handling, and c) Per keystroke price for manual indexing.

1. Cleanup:

1.1. Index Data: Possible defects in data currently used to search documents include:

1.1.1.lndex data does not match image contents: Out of Scope. Not part of the quoted conversion

efforts. If detected it will be reported. The City may elect to remedy such missing data by

engaging KMBS/ISA services to re-index such records on a time and materials fee basis.

1.1.2.Manual indexing: This is a line item quoted as a price per keystroke, and assumes that images are

legible, that index data is easily visible in predictable locations and readily available on the first

page of each document. The City is responsible for the clear identification of any such need for

manual entry. If any assumption is proven wrong, an Out of Scope discussion will be negotiated.

1.1.3.lndex data in file name only: None of the Sources here declared depend on metadata stored in

folder or file names.

1.1.4.Spelling errors: Street Narnes can be checked against GIS spelling if so requested. Unless otherwise

specified by the City, any discrepancy between the address captured and the GIS address will

default to theGIS version if matching or the intact captured address if not matching GIS.

1.1.5.Empty pointers: database entries pointing to non-e·xisting images: Will be reported for further City

review and action.

1.1.6. Pointers to unrepairable corrupted images: Will be reported for further City review and action.

1.1.7 ."Duplicate" addresses: A conventional de-duplication process will not be helpful, as virtually all

duplicate entries are just different portions of the same document, not quite duplicates. The City

must specify if they prefer to merge and consolidate these into a single entry, or leave them as is.

Order of merging (if consolidation is what the City decides) will be chronological by image file date

stamps, as the LUIS database did not capture transaction dates. As duplicate detection is not

always deterministic, it may require visual review, which is billable as described above. If

consolidation is required, we will report all consolidation candidates for review and approval by

the city.

'~-~}ii~fjt:_ ,.'1':dtl!l!W@Wi>Wi1_'. _______________________ _

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SCOPE OF WORK

1.2. Images: Possible defects in images include:

1.2.1.0rphan images: Files not pointed at by a database: Will be reported for further City review and

action.

1.2.2.Corrupted files: Will be repaired if repairable (cause of defect will be reported when possible).

Images beyond repair will be reported for further City review and action.

1.2.3.Extremely large files: May be broken down in smaller parts if necessary and so requested.

Partitioning without manual (billable) review carries the risk of unnatural and/orcounterintuitive

break points and/or index values. Should the City approve consistent criteria to automate such

partitioning, we will make best efforts to implement it and process it at no additional cost.

2. Normalization: All processes below are limited to what may be possible through automated means, i.e. no

manual labor.

2.1. Index Data: All words will be converted to title (proper) case. Addresses will be normalized to match

GIS addresses wherever possible. The City must specify if they prefer that multiple unit designations be

broken into separate database entries, or leave them as is. Most odd or uncertain data elements will be

reported for further City review and action.

2.2. Images: File names will be converted to an internal numeric naming structure.

Project Assumptions

• The City will provide a station with full access to the required network shares and resources that will

also allow for 24/7 remote access. The station must have the client side of Microsoft SQL ServerStudio

installed.

• Once the migration starts for a given record collection, any and all day-forward transactions must be

held back until .On Base is ready to accept such new transactions. We will make best efforts to minimize

the time during which new transactions are to be frozen.

• OnBase will OCR records for full text search purpose at time of import.

'•tfftlliii~~-.. ,,:,;,.:,i:1'1/dl\J!@fo _________________________ _

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SCOPE OF WORK

Data Conversion Project Pricing Table

Rate Per Hour/

Seniice Description Units -GB/Keystroke Extended Cost

Document and lndet data conversion Data Conversion Services from LUIS/Anacapa - Min of

- Per Gigabyte $3,000 service fee applies for data conversion of up to 400Gigabytes 4.55 $ 20.00 $ 9,100.00

Labor service required for manual (visual) review to

Data Cleanup Service - visually assistthe deduplication (mergei process - Hours

Per hour estimate is based on projects of similar size with 10% of data requiring cleanup services

80 $ 28.00 $ 2,240.00

Engineering service required for data normalization and

Data Normalization Service Exception handling- Hours estimate is based on projects

of similar size with 10% of data requiring cleanup 25 $ 100.00 $ 2,500.00

Domestic Indexing Services is available, should manaul

Domestic lndexingServlce indexing be required for empty database pointer found

during the data conversion process. No estimate in - .Per Keystroke

included, aswearenotawareof any manual indexing

required atthis time TBD $ 0.01

Migration/Conversion Estimated Total:

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f\DMINISTRATIV£ Rf.PORT - City of Ventura

Documents

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