Resolution No. 2013-014RESOLUTION NO. 2013-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND WEBIPLEX, INC. FOR THE PURCHASE
OF SUBPOENA MANAGEMENT SOFTWARE
WHEREAS, the City of Vernon (the "City") desires to purchase
subpoena management software to automate the process of subpoena
delivery to Vernon Police officers using electronically delivered
subpoenas (the "Software"); and
WHEREAS, Webiplex, Inc. ("Webiplex") is qualified and
capable of providing the Software; and
WHEREAS, by memo dated January 2, 2013, the Chief of Police
has recommended the City enter into a Consulting Services Agreement
setting forth the terms and conditions under which Webiplex will
provide the Software (the "Agreement"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Section 2.27(a) of the
Vernon City Code, it is in the public interest and necessity to enter
into an agreement with Webiplex.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA), in accordance with Section 15061(b)(3), the general rule
that CEQA only applies to projects that may have an effect on the
environment.
SECTION 3: The City Council of the City of Vernon hereby
approves the Consulting Services Agreement (the "Agreement") with
Webiplex, Inc., a copy of which is attached hereto as Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro Tem to execute the Agreement, for
and on behalf of the City; and the Interim City Clerk, or Deputy City
Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the Interim City Clerk, or the Interim City Clerk's designee,
to send one executed Agreement to:
Webiplex, Inc.
4667 MacArthur Blvd., Suite 310
Newport Beach, CA 92660
_2_
SECTION 7: The Interim City Clerk of the City of Vernon
shall certify to the passage, approval and adoption of this
resolution, and the Interim City Clerk of the City of Vernon shall
cause this resolution and the Interim City Clerk's certification to be
entered in the File of Resolutions of the Council of this City.
APPROVED AND ADOPTED this 22°d day of �January, 2013.
Name: William J. Davis
, Interim`City Clerk
Title: Mayor / Ma -yam- Rr-g-Tejo
_3_
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2013-14,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a special meeting of the City Council duly held on
Tuesday, January 22, 2013, and thereafter was duly signed by the Mayor
or Mayor Pro-Tem of the City of Vernon.
Executed this rnday of January, 2013, at Vernon, California.
(SEAL)
Reed, Interim City Clerk
- 4 -
EXHIBIT A
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of
(the "Effective Date'), by and between the CITY OF VERNON, a municipal corporation
("CITY") at 4305 Santa Fe Ave, Vernon, CA 90058 and WEBIPLEX, INC., a Delaware
Corporation ("CONSULTANT") at 4667 MacArthur Blvd. Suite 310, Newport Beach, CA
92660.
RECITALS:
A. CITY wishes to retain the services of an experienced and qualified CONSULTANT to
purchase DocuPeak software subscription service and implement the Electronic
Subpoena Application (e-Subpoena).
B. CONSULTANT represents that it is qualified to perform those services.
AGREEMENT:
1. SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT will provide the services listed in the Scope of Services attached as
Exhibit A. CONSULTANT warrants that all work and services set forth in the Scope of
Services will be performed in a competent, professional and satisfactory manner.
2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will
continue in full force and effect from the Effective Date through January 31, 2016.
3. COMPENSATION
A. CONSULTANT's Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in
accordance with the Compensation Schedule attached as Exhibit B, provided,
however, that in no event will the total amount of money paid the
CONSULTANT, for services initially contemplated by this Agreement, exceed
the sum of $17,000.00 ("Agreement Sum"), unless otherwise first approved in
writing by CITY.
B. Schedule of Payment.
Provided that the CONSULTANT is not in default under the terms of this
Agreement, upon presentation of an invoice, CONSULTANT will be paid fees
described in Paragraph 3.A: above, according to the Compensation Schedule.
Payment will be due within 30 days after the date of the monthly invoice.
City of Vernon — Webiplex Agreement
4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.
CITY may, at any time, terminate the Agreement for CITY's convenience
and without cause.
2. Upon receipt of written notice from CITY of such termination for CITY's
convenience, CONSULTANT will:
a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection
and preservation of the work; and
C. except for work directed to be performed prior to the effective date
of termination stated in the notice, terminate all existing
subcontracts and purchase orders and enter into no further
subcontracts and purchase orders.
3. In case of such termination for CIT'Y's convenience, CONSULTANT will
be entitled to receive payment for work executed; and costs incurred by
reason of such termination, along with reasonable overhead and profit on
the work not executed.
B. Termination for Cause.
1. If either party fails to perform any term, covenant or condition in this
Agreement and that failure continues for 15 calendar days after the
nondefaulting party gives the defaulting party written notice of the failure
to perform, this Agreement may be terminated for cause; provided,
however, that if during the notice period the defaulting party has promptly
commenced and continues diligent efforts to remedy the default, the
defaulting party will have such additional time as is reasonably necessary
to remedy the default.
2. In the event this Agreement is terminated for cause by the default of the
CONSULTANT, the CITY may, at the expense of the CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any
check or bond delivered to the CITY in connection with this Agreement,
and the money payable thereon, will be forfeited to and remain the
property of the CITY. All moneys due the CONSULTANT under the
terms of this Agreement will be retained by the CITY, but the retention
will not release the CONSULTANT and its surety from liability for the
default. Under these circumstances, however, the CONSULTANT and its
surety will be credited with the amount of money retained, toward any
amount by which the cost of completion exceeds the Agreement Sum and
any amount authorized for extra services.
City of Vemon: Webiplex Agreement
3. Termination for cause will not affect or terminate any of the rights of the
CITY as against the CONSULTANT or its surety then existing, or which
may thereafter accrue because of the default; this provision is in addition
to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law.
In the event the CONSULTANT or any of its officers, directors, shareholders,
employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense
as an incident to obtaining or attempting to obtain a public or private contract or
subcontract, or in the performance of a contract or subcontract; (ii) under state or
federal statutes of embezzlement, theft, forgery, bribery, falsification or
destruction of records, receiving stolen property, or any other offense indicating a
lack of business integrity or business honesty which currently, seriously, and
directly affects responsibility as a public consultant or contractor; (iii) under state
or federal antitrust statutes arising out of the submission of bids or proposals; or
(iv) of violation of Paragraph 19 of this Agreement; or for any other cause the
CITY determines to be so serious and compelling as to affect CONSULTANT's
responsibility as a public consultant or contractor, including but not limited to,
debarment by another governmental agency, then the CITY reserves the unilateral
right to terminate this Agreement or to impose such other sanctions (which may
include financial sanctions, temporary suspensions or any other condition deemed
appropriate short of termination) as it deems proper. The CITY will not take
action until CONSULTANT has been given notice and an opportunity to present
evidence in mitigation.
5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes,
embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for
labor or materials, governmental restrictions, governmental regulations, governmental
control, judicial orders, enemy or hostile governmental action, civil commotion, fire or
other casualty, or other causes beyond the reasonable control of the party obligated to
perform, then that party's performance shall be excused for a period equal to the period of
such cause for failure to perform.
6. RETENTION OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT
(whether or not arising out of this Agreement) any amounts the payment of which may be
in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or
damages suffered by CITY, and all amounts for which CITY may be liable to third
parties, by reason of CONSULTANT's negligent acts or omissions or willful misconduct
in performing or failing to perform CONSULTANT's obligations under this Agreement.
In the event that any claim is made by a third party, the amount or validity of which is
disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a
claim of lien, CITY may withhold from any payment due, without liability for interest
because of the withholding, an amount sufficient to cover the claim. The failure of CITY
to exercise the right to deduct or to withhold will not, however, affect the obligations of
City or Vemon: Webiplex Agreement
CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this
Agreement.
7. CITY REPRESENTATIVE
City Police Department is designated as the "City Representative," authorized to act in its
behalf with respect to the work and services specified in this Agreement and to make all
decisions in connection with this Agreement. Whenever approval, directions, or other
actions are required by CITY under this Agreement, those actions will be taken .by the
City Representative, unless otherwise stated. The City Manager has the right to designate
another City Representative at any time, by providing notice to CONSULTANT.
8. CONSULTANT REPRESENTATIVE(S)
The following principal(s) of CONSULTANT are designated as being the principal(s)
and representative(s) of CONSULTANT authorized to act in its behalf with respect to the
work specified in this Agreement and make all decisions in connection with this
Agreement:
Representative I Daniel Calleros, Chief of Police
Representative 2 James Rodino, Captain
9. INDEPENDENT CONTRACTOR
The CONSULTANT is, and at all times will remain as to CITY, a wholly independent
contractor. Neither CITY nor any of its agents will have control over the conduct of the
CONSULTANT or any of the CONSULTANT's employees, except as otherwise set forth
in this Agreement. The CONSULTANT may not, at any time or in any manner, represent
that it or any of its agents or employees are in any manner agents or employees, of CITY.
10. BUSINESS LICENSE
The CONSULTANT must obtain a City business license prior to the start of work under
this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and
licenses required to undertake the work contemplated by this Agreement.
12. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has
thoroughly investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. If the services involve work upon any site, CONSULTANT warrants that
CONSULTANT has or will investigate the site and is or will be fully acquainted with the
conditions there existing, prior to commencement of services set forth in this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially
affect the performance of the services set forth in this Agreement, CONSULTANT must
immediately inform CITY of that fact and may not proceed except at CONSULTANT's
risk until written instructions are received from CITY.
City of Vemon: Webiplex Agreement 4
13. CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers,
documents, plans, studies and other components to prevent losses or damages, and will be
responsible for all damages, to persons or property, until acceptance of the work by
CITY, except those losses or damages as may be caused by CITY's own negligence.
14. CONSULTANT'S ACCOUNTING RECORDS: OTHER PROJECT RECORDS
Records of the CONSULTANT's time pertaining to the project, and records of accounts
between CITY and the CONSULTANT, will be kept on a generally recognized
accounting basis. CONSULTANT will also maintain all other records, including without
limitation specifications, drawings, progress reports and the like, relating to the project.
All records will be available to CITY during normal working hours. CONSULTANT
will maintain these records for three years after final payment.
15. INDEMNIFICATION
CONSULTANT will indemnify, defend, and hold harmless CITY, the Redevelopment
Agency of the City of VERNON, the City Council, each member thereof, present and
future, members of boards and commissions, its officers, agents, employees and
volunteers from and against any and all liability, expenses, including defense costs and
legal fees, and claims for damages whatsoever, including, but not limited to, those arising
from breach of contract, bodily injury, death, personal injury, property damage, loss of
use, or property loss however the same may be caused and regardless of the responsibility
for negligence. The obligation to indemnify, defend and hold harmless includes, but is
not limited to, any liability or expense, including defense costs and legal fees, arising
from the negligent acts or omissions, or willful misconduct of CONSULTANT, its
officers, employees, agents, subcontractors or vendors. It is further agreed,
CONSULTANT's obligations to indemnify, defend and hold harmless will apply even in
the event of concurrent negligence on the part of CITY, the City Council, each member
thereof, present and future, or its officers, agents and employees, except for liability
resulting solely from the negligence or willful misconduct of CITY, its officers,
employees or agents. Payment by CITY is not a condition precedent to enforcement of
this indemnity. In the event of any dispute between CONSULTANT and CITY, as to
whether liability arises from the sole negligence of the CITY or its officers, employees,
agents, subcontractors or vendors, CONSULTANT will be obligated to pay for CITY's
defense until such time as a final judgment has been entered adjudicating the CITY as
solely negligent. CONSULTANT will not be entitled in the event of such a
determination to any reimbursement of defense costs including but not limited to
attorney's fees, expert fees and costs of litigation.
16. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONSULTANT, in the event
of any default or breach by the CITY or for any amount that may become due to
CONSULTANT.
City of Vernon: Webiplex Agreement
17. INSURANCE
A. CONSULTANT must maintain at its sole expense the following insurance, which
will be full coverage not subject to self insurance provisions:
General Liability including coverage for premises, products and completed
operations, independent contractors/vendors, personal injury and
contractual obligations with combined single limits of coverage of at least
$1,000,000 per occurrence.
2.. Professional liability insurance with limits of at least $1,000,000 per
occurrence.
3. Workers' Compensation with limits as required by the State of California
and Employers Liability with limits of at least $1,000,000.
B. The insurance provided by CONSULTANT will be primary and non-contributory.
C. CITY ("City of Vernon"), the City Council and each member thereof, members of
boards and commissions, every officer, agent, official, employee and volunteer
must be named as additional insured under the automobile and general liability
policies.
D. CONSULTANT must provide certificates of insurance and/or endorsements to the
City Clerk of the City of Vernon before the commencement of work.
E. Each insurance policy required by this Paragraph must contain a provision that no
termination, cancellation or change of coverage can be made without thirty days
notice to CITY.
18. SUFFICIENCY OF INSURERS AND SURETIES
Insurance or bonds required by this Agreement will be satisfactory only if issued by
companies admitted to do business in California, rated `B+" or better in the most recent
edition of Best's Key Rating Guide, and only if they are of a financial category Class VII
or better, unless these requirements are waived by the Risk Manager of CITY ("Risk
Manager") due to unique circumstances. In the event the Risk Manager determines that
the work or services to be performed under this Agreement creates an increased or
decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of
any insurance policies or performance bonds required by this Agreement may be changed
accordingly upon receipt of written notice from the Risk Manager; provided that
CONSULTANT will have the right to appeal a determination of increased coverage by
the Risk Manager to the City Council of CITY within 10 days of receipt of notice from
the Risk Manager.
19. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or
indirect, in this Agreement, nor may any officer or employee participate in any
City of Vemon: Webiplex Agreement
decision relating to the Agreement that effects the officer or employee's financial
interest or the financial interest of any corporation, partnership or association in
which the officer or employee is, directly or indirectly interested, in violation of
any law, rule or regulation.
B. No person may offer, give, or agree to give any officer or employee or former
officer or employee, nor may any officer or employee solicit, demand, accept, or
agree to accept from another person, a gratuity or an offer of employment in
connection with any decision, approval, disapproval, recommendation,
preparation or any part of a program requirement or a purchase request,
influencing the content of any specification or procurement standard, rendering of
advice, investigation, auditing, or in any other advisory capacity in any way
pertaining to any program requirement, contract or subcontract, or to any
solicitation or proposal.
20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement
will be in writing. Notice will be sufficiently given for all purposes as follows:
Personal delivery. When personally delivered to the recipient: notice is
effective on delivery.
2. First Class mail. When mailed first class to the last address of the
recipient known to the party giving notice: notice is effective three mail
delivery days after deposit in an United States Postal Service office or
mailbox.
3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.
4. Overnight delivery. When delivered by an overnight delivery service,
charges prepaid or charged to the sender's account: notice is effective on
delivery, if delivery is confirmed by the delivery service.
Facsimile transmission. When sent by fax to the last fax number of the
recipient known to the party giving notice: notice is effective on receipt.
Any notice given by fax will be deemed received on the next business day
if it is received after 5:00 p.m. (recipient's time) or on a non -business day.
City of Vernon: Webiplex Agreement
6. Addresses for purpose of giving notice are as follows:
CONSULTANT: Webiplex, Inc.
4667 MacArthur Blvd. Suite 310
Newport Beach, CA 92660
(949) 679-8703 x 102
Fax: (949) 419-2047
CITY: City of Vernon
Dana Reed, Acting City Clerk
4305 Santa Fe Ave
Vernon CA 90058
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified, will be deemed effective
as of the first date the notice was refused, unclaimed or deemed undeliverable by
the postal authorities, messenger or overnight delivery service.
C. Either party may change its address or fax number by giving the other party notice
of the change in any manner permitted by this Agreement.
21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the
parties. The Agreement may not be assigned or subcontracted by either CITY or
CONSULTANT without the prior written consent of the other.
22. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of CITY and CONSULTANT as to
those matters contained in it. No prior oral or written understanding will be of any force
or effect with respect to the terms of this Agreement. The Agreement may not be
modified or altered except in writing signed by both parties.
23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the
language used and should not be construed for or against either party by reason of the
authorship of this Agreement or any other rule of construction that might otherwise apply.
24. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will
be inoperative, null and void insofar as it is in conflict with any applicable laws, but the
remainder of the Agreement will remain in full force and effect.
25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
City of Vemon: Webiplex Agreement
26. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of
California. Jurisdiction of any litigation arising from the Agreement will be in Los
Angeles County, California.
27.
CONSULTANT will be knowledgeable of and will comply with all applicable federal,
state, county and city statutes, rules, regulations, ordinances and orders.
28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on
any default will impair the right or remedy or be construed as a waiver. A party's consent
or approval of any act by the other party requiring the party's consent or approval will not
be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and will not
be a waiver of any other default concerning the same or any other provision of this
Agreement.
29. ATTORNEY'S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other
proceeding by which one party either seeks to enforce its rights under this Agreement
(whether in contract, tort or both) or seeks a declaration of any rights or obligations under
this Agreement, the prevailing party will be awarded reasonable attorney's fees, together
with any costs and expenses, to resolve the dispute and to enforce any judgment.
30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this
reference. However, to the extent the terms of any exhibits identified in this Agreement
conflict with the actual terms of the Agreement, it is the intent of the parties that the terms
of this Agreement supersede the exhibits.
31. WARRANTY
Consultant warrants that it has good title to the software free of any proprietary rights to
any other party or any liens or encumbrances whatsoever, except to the extent that
Consultant may be sub -licensing third party software, in which case Consultant warrants
that it has the right to sub -license that software to City.
Consultant further warrants that the software, and the use of the software by City, does
not infringe upon any patent, copyright, trademark, or trade secret of any third party.
Consultant will indemnify and defend City from and against all such third party claims,
demands, and suits, and, in the event use of the software is preliminarily or permanently
enjoined, will, at City's discretion, obtain for City the right to use the infringing software,
modify the software so that it is non -infringing, or replace it with a compatible non -
infringing software of equal functionality, including reconstruction or conversion of
existing data that is required to correct the infringement.
City of Vemon: Webiplex Agreement
31. CONSULTANT'S AUTHORITY TO EXECUTE
The person(s) executing this Agreement on behalf of the CONSULTANT warrant that (i)
the CONSULTANT is duly organized and existing; (ii) they are duly authorized to
execute this Agreement on behalf of the CONSULTANT; (iii) by so executing this
Agreement, the CONSULTANT is formally bound to the provisions of this Agreement;
and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which the CONSULTANT is bound.
CITY OF VERNON,
a Municipal Corporation
William Davis
Mayor
Attest:
Dana Reed
Interim City Clerk
APPROVED AS TO FORM:
City Attorney
By:
Nicholas Rodriguez
City Attorney
Attachments: Exhibit A
Exhibit B
Exhibit C
WEBIPLEX, INC.
a Delaware Corporation
By: Z
Ronald S. Rubino
Chief Operating Officer
By; ,�/�i��(ffi
Robert E. Rennie
Chief Executive Officer / CTO
Scope of Services
Compensation Schedule
DocuPeak SaaS License Agreement
City of Vernon: Webiplex Agreement 10
EXHIBIT A
SCOPE OF SERVICES
City of Vernon: Webiplex Agreement 11
Webip el
EXHIBIT A - SCOPE OF SERVICES
October 2; 2012
City of Vernon
Daniel Calleros, Police Chief
4305 Santa Fe Ave.
Vernon, CA 90058
Subject: Proposal for DocuPeak with e-Subpoena Application
Dear Chief Calleros,
This letter is to submit an updated proposal for the DocuPeak Application Platform with the e-
Subpoena Application.
System Overview
The DocuPeak system is an integrated process automation platform. We have developed a
turnkey "Subpoena Management" application which includes capability for e-delivery of
subpoena data from the Los Angeles County District Attorney's Office to your department. The
e-delivery process will replace the current paper -based delivery process. Webiplex has worked
with the Los Angeles County District Attorney's Office to create a secure electronic delivery
system for subpoenas using Internet communications. Our "cloud -based" system has been
authorized for use by any Los Angeles County law enforcement agency which wishes to replace
paper subpoenas with e-delivery and use a comprehensive Subpoena Management application
for process management of all subpoena cases.
The District Attorney Office has agreed to provide criminal subpoena data to cities through our
DocuPeak hosted service. The DA's IT staff participates in testing of the system with each
agency that subscribes to this service. Webiplex is the only company offering a turnkey hosted
software solution with e-delivery of subpoenas from the Los Angeles County District Attorney's
Office. The subpoena management application also provides automated mechanism for your
Court Liaison staff to enter data from other paper -based subpoenas you receive from Juvenile
Court, Traffic Court, Probation, DMV or your City Attorney. DocuPeak e-subpoena application
will provide your organization with a consolidated database to manage all subpoenas workflow
and implementation an electronic notify process for your staff.
Our proposal includes the following scope of work for software and professional services to
implement your. DocuPeak e-Subpoena System:
1. Configuration of DocuPeak web portal for access to hosted software service.
2. Configuration of DocuPeak Subpoena e-Delivery application for receipt of subpoena data
from the Los Angeles County District Attorney's Office.
3. Coordination of testing with the City and the District Attorney's IT staff.
4. Configuration of the Police Department's user interface for access and management of
the Subpoena e-Delivery application.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703 ♦ FAX (949) 258-5190 ♦ www.webiplex.com
Webip el
5. Training services for the City's designated DocuPeak System Administrator and your
Court Liaison(s).
6. Preparation of an end user training program and documentation.
7. Train -the -Trainer assistance.
8. The DocuPeak subscription fee includes computer server and data storage hardware,
advanced data backup service, DocuPeak Application Platform software, third party
operating and database systems and IT Technical support. The application can be
accessed from any PC browser by an authorized City employee on a 24/7 basis.
9. The proposed DocuPeak SaaS software includes the e-Subpoena Application — Limited
Edition. This product is configured for departments with 50 or less officers and is limited
to the e-Subpoena application. The SaaS subscription includes DocuPeak Application
Platform with one (1) Named System Admin License and three (3) concurrent end user
licenses.
10. DocuPeak SaaS application platform can be upgraded in the future to include
"Application Studio with ProcessTree and unlimited Webiplex Forms for configuring
additional document management and business process applications. The upgrade to
unlimited DocuPeak App Platform, optional software features, additional concurrent end
user licenses and storage capacity can be added to the subscription at any time.
11. DocuPeak SaaS Subscription includes Webiplex Software Maintenance Program for
ongoing technical support services and system enhancements at no additional cost.
The functionality of the DocuPeak Subpoena application includes:
1. Online delivery of subpoena data from Los Angeles District Attorney's Office to your
department.
2. Real time reporting of all subpoena activities to Police management and Court Liaison
staff.
3. Allows preview of subpoenas prior to notification to officer to permit changes
coordinated with the District Attorney's staff.
4. Provides e-notification to District Attorney's Office of successful subpoena delivery.
5. Eliminates need to make copies or print subpoenas for distribution to Police Department
staff.
6. Eliminates filing and storage requirements for subpoenas.
7. Provides easy to use "View" of all subpoena activity that can be sorted by date, officer or
status.
8. Provides management dashboard to monitor delivery of subpoenas and confirm
information was read by staff.
9. Provide consolidated database for subpoena requests and includes a search engine for ad
hoc search, full test search or creating customized reports.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
Webip el
10. Configuration of standard e-Subpoena "Saved Searches" and "Reports".
11. Provides audit trail and history of all subpoena transactions.
12. Provides automated email and text message e-notification process advising staff to log
into the system for subpoena delivery or changes.
13. Provides a "Subpoena Update" process for capturing changes to subpoena detail and
sending notification of changes to officers.
14. Provides the City with capability to data enter, notify and track paper based subpoenas
received from other sources.
15. Paper subpoenas documents can be scanned and stored as digital images linked to the
subpoena.
16. End user access is through a standard web browser, so no software is installed on their
PC. The application can be accessed 24/7 from any web browser at office, home or when
traveling. Our system is also compatible with portal tablet devices such as Apple's iPad.
Cost
The DocuPeak software version we are proposing is our "Software -as -a -Service (SaaS) version.
DocuPeak SaaS solution avoids capital outlay expense for computer servers, data/image storage,
third party operating and database systems and IT staff. We will provide you with a complete IT
hosted service package. Your SaaS subscription includes the DocuPeak software, e-subpoena
application, computer server, data storage capacity, advance backup service, third party
operating and database systems and IT technical support.
For a Police Department with less than 50 officers offer a DocuPeak SaaS Subscription with e-
Subpoena application included. This "Limited Edition" provides a SaaS package with one (1)
System Admin License and three (3) concurrent end user licenses and 5 G13 of storage capacity.
Our licenses are concurrent, so this allows your Subpoena Liaison and up to 3 officers to access
the DocuPeak system at the same time. The DocuPeak eSubpoena Limited Edition does not
include access to "Application Studio" and unlimited use of Webiplex Forms. Upgrade to our
unlimited Enterprise version is available.
The proposed cost for a one year subscription is $4,090.00. Software subscriptions are billed in
advance of service period.
Professional services are proposed at $3,100.00. This is a fixed price for configuration, testing,
training and implementation support. The project schedule for e-Subpoena application is
typically a 6 to 8 week process depending on the availability of your staff for configuring the
application and participation in testing with the Los Angeles County District Attorney's Office
and end user training. The DA's IT staff requires approximately two weeks for changes to the
DA's system to set up the e-delivery service.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www,webiplex.com
Webip el
As we discussed, your DocuPeak SaaS system is an application platform which can be used to
configure other automated processes for your department in the future. Examples of potential
applications for the future include: document management, assignment tracking, HR forms and
Document workflow, ,project status reporting, grants administration, expense reimbursement,
training and certification history and other collaborative workflow applications. You can contract
with Webiplex for professional services to add these applications in the future. Applications can
be configured by your staff upon completion of our DocuPeak Application Development training
class.
Billing
The Police Department will be invoiced upon contract approval for 50% of the Professional
Services. The remaining 50% will be billed after application configuration and acceptance
testing is completed.
The software subscription will be billed upon contract approval. Your web portal will be
configured and made available to your staff for application configuration and testing. Based on
contract approval in January 2013 the subscription term is anticipated to be February 1, 2013
through January 31, 2014 (12 months). Your DocuPeak SaaS subscription can be renewed
annually.
We appreciate the opportunity to provide the City of Vernon with our proposal and look forward
to implementing your DocuPeak e-Subpoena System.
Sincerely,
R-DO, RUb'MO
Ron Rubino
Chief Operating Officer
4667 MacArthur Blvd Suite 310 ♦ Newport Beach,. CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
EXHIBIT B
COMPENSATION SCHEDULE
City of Vernon: Webiplex Agreement 12
COMPENSATION SCHEDULE
October 2, 2012
PRICE QUOTE DocuPeak SaaS Version with eSubpoena
Customer: City of Vernon Police Dept
Contact: Captain Jim Rodino: (323) 587-5171 ext 115; Jrodino@cov.pd.org
Price Quote Provided by: Ron Rubino, 949-683-6130, Ron@webiplex.com
Software Subscription
Description
Costs
DP-SAASAP (eSub)
DocuPeak Application Platform (SaaS) with e-Subpoena App that
Includes, 1 Named System Admin License, three (3) concurrent end
users and 5 GB storage
$3,995.00
DP-SAASSB
DocuPeak Scan Bench Smart Client (Licensed Per Workstation)
$95.00
Annual Subscription Cost
$4,090.00
Professional Services
DP-SAASINSTALL
DocuPeak SaaS Portal Creation
$ 300.00
DP-SVCAPPL
Services to configure and test DocuPeak Subpoena Management
Application with e-Delivery of criminal subpoenas from LA District
Attorney's Office.
$ 1,995.00
DP-SVCTRAIN
Subpoena Management Application Training Program including
development of end user guide and train the trainer assistance.
$ 800.00
One-time Professional Services Cost
$ 3,095.00
TOTAL YEAR 1 SOFTWARE AND SERVICES COSTS
$ 7,185.00
Notes
1. The DocuPeak software subscription is billed annually in advance of the service period. The year 1 subscription term
will start February 1, 2013 and can be renewed annually. The DocuPeak Software subscription fee includes DocuPeak
software, server capacity, server operating and database systems, storage capacity, backup, software maintenance and
technical support
a. Software Subscription Fi Year 2 Subscription Fee - 2/1/2014 to 1/31/2015
$4,090.00
b. Software Subscription F. Year 3 Subscription Fee - 2/1/2015 to 1/31/2016 $4,090.00
2. The DocuPeak SaaS version "Special Edition for e-Subpoena" has been purchased. The platform is limited to this
application. An upgrade to Enterprise unlimited application version is available. License includes 1 Named System
Admin License, three (3) concurrent end users and 5 GB storage. Also includes 1 Scan Bench workstation software utility
license. This will enable paper subpoena documents to be scanned and retained.
3. Professional Services include training for DocuPeak Subpoena Management application for City's Court Liaison staff
and end user Trainer(s). Services include preparation of an end user guide. The price quote assumes the City will use
"Train -the -Trainer" approach for end user training.
4. The DocuPeak Subpoena Management application will provide capability to receive criminal subpoena data from the
Los Angeles County District Attorney's Department. The application also allows other subpoenas such as Traffic,
Juvenile, DMV, Probation, Public Defender and third party attorneys to be entered into the system and utilize automated
notification features and reports.
5. This proposal is for a one year subscription term that will be billed in advance of the service period. The DocuPeak
SaaS subscription will renew annually unless termination notice is submitted.
6. The DocuPeak SaaS App Platform can be upgraded in the future to include DocuPeak Application Studio. This includes
unlimited use of Webiplex Forms and access to Easy Tree workflow designer and ProcessTree workflow configuration
tools. The upgrade will permit additional applications to be configured such as document management, service
requests, assignment tracking, asset management, human resource process workflow, expense reimbursement requests,
contract admin, budget preparation, POST certification tracker and grants administration.
7. The DocuPeak application platform can be upgraded to increase Concurrent End Users Licenses, storage capacity and
optional software modules. The current list price for optional add -on capacity, features and professional services are:
Upgrades Available for Software Subscription, Features and Storage Capacity
DP-SAASAP (Upgrade)
DocuPeak SaaS Application Platform Enterprise Edition Upgrade (SaaS).
Includes 2 concurrent End User Licenses and an additional 15 GB
storage capacity.
$3,000.00
DP-SAASFS
DocuPeak Formscape for Customized Web Form Design and Layout
$995.00
DP-SAASFCSC
DocuPeak File Capture Smart Client, Includes 1 FCSC Admin License
$395.00
DP-SAASSB
DocuPeak Scan Bench Smart Client (Licensed Per Workstation)
$95.00
DP-FEUL
DocuPeak End User License (Single Fixed End User)
$299.00
DP-SAASEUL5
DocuPeak End User License (5 Concurrent)
$2,225.00
DP-SAASEUL10
DocuPeak End User License Subscription (10 Concurrent)
$4,205.00
DP-SAASEUL25
DocuPeak End User License Subscription (25 Concurrent)
$9,900.00
DP-ADDSTOR
Additional SaaS Storage/Backup Capacity (10GB)
$360.00
Professional Services
DP-SVCAPPL
DocuPeak Application Design Services (Hourly)
$225.00
DP-SVCCONV
Database and Image Conversion and Bulk Import (Hourly)
$175.00
DP-SVCTRAIN
DocuPeak Training (Hourly)
$150.00
DP-SVCADMIN
DocuPeak System Admin Support Services (Hourly Based on
Quote Required
DP-DEVTRAIN
DocuPeak Application Development Training (1 Day Class)
$2,500,00
EXHIBIT C
DOCUPEAK SOFTWARE LICENSE
AND MAINTENANCE AGREEMENT
City of Vemon: Webiplex Agreement 13
6 b'p� 1 of20
EXHIBIT C
SUMMARY OF TERMS
WEBIPLEX DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE
AGREEMENT
Licensee Entity: City of Vernon
Licensee Address: 4305 Santa Fe Ave, Vernon CA 90058
Client # 12-00160 Portal ID # 2290F526-4A28-4ab8-8DF6-OBB8AE3984F6
Business Point of Contact
Daniel Calleros
Interim Chief of Police
dcalleros&covod.org
(323) 587.5171 Phone
Technical Point of Contact
James Rodino (Jim)
Captain
4rodino0covpd.org
(323) 587-5171 ext 115
DocuPeak Software Licensed:
a. DocuPeak SaaS Application Platform (e-Subpoena Edition) with 5 GB of storage
capacity
b. Number of End Users Licenses: one (1) System Administrator and Three (3) concurrent
end user licenses
c. Scan Bench YES # of Licenses: one (1)
d. Formscape NO
e. File Capture Smart Client NO
Subscription Term: One year starting February 1, 2013. The subscription agreement will
renew annually unless notice to discontinue service is submitted.
The attached Webiplex DocuPeak Software as a Service (SaaS) License Agreement
("Agreement') governs the purchase and use of the licensed Purchased Services (as defined in
the Agreement) and any related services provided by Webiplex as specified on the Order Form(s)
or addendum thereto specifying the initial or additional Concurrent End Users licenses ("End
Users") and the classes thereof.
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We-biple 2 of 20
DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE AGREEMENT
Webiplex, Inc. ("Webiplex", "us", "we", "our") grants to the licensee ("You" and
"Your") listed on the prior page entitled "Summary of Terms of DocuPeak Software as a Service
(SaaS) License Agreement' on the following terms and conditions:
INTRODUCTION
Software as a service consists of hosted computer server and storage services, DocuPeak
Application Platform Software, system administration, system management, future software
enhancements and system monitoring activities that Webiplex performs for Webiplex DocuPeak
software programs, and includes the right to use the Webiplex DocuPeak software program
technical support services as well as any other services provided by Webiplex, as set forth in the
Sales Agreement (collectively, the "Purchased Services").
The term "Purchased Services" includes any other programs, tools, internet-based
services, components and any updates (for example, maintenance, service information, help
content, bug fixes, or maintenance releases etc.) of the DocuPeak software that Webiplex
provides or makes available to You hereafter. All such programs, tools, and updates are
hereinafter referred to as "Updates and Upgrades." The software as a service subscription
includes updates and upgrades to the DocuPeak software that Webiplex makes available to other
users of the Purchased Services.
The term "Subscription Based Services" refers to the software products owned and
distributed by Webiplex and accessed by You via http://www2.webiplex.com or other designated
web portals to which Webiplex grants You access as part of the services, including program
documentation and any updates and upgrades provided as part of the Purchased Services.
The term "End Users" shall mean those individuals authorized by You or on Your behalf
and for which an "End User License" for the Purchased Services is in effect.
The term "Your data" refers to the digital documents and meta data entered by You that
resides in Your DocuPeak Application(s).
The term "DocuPeak Application" refers to configuration of data fields, web forms,
workflow rules, notifications, process steps, web services, data import or export interfaces; saved
filtered searches and reports created using the DocuPeak Application Platform that meet the
document and process management application requirements of End Users.
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Webiple 3of20
1. NON- EXCLUSIVE LICENSE GRANT
Subject to Your compliance with the terms and conditions of this Agreement; upon
acceptance of Your Order Form, Webiplex hereby grants You a non-exclusive, non-transferrable
license during the Subscription Term to use the Subscription Based Services solely for Your
internal business operations subject to the terms of this Agreement. You may allow Your End
Users to use the services for this purpose and You are responsible for Your End Users'
compliance with the agreement. The services are provided as described in, and subject to, the
services policies set forth from time to time on the Webiplex website or in the Order Form or
other materials and documentation supplied to You by us.
You acknowledge that Webiplex has no delivery obligation and will not ship copies of the
DocuPeak software programs to You as part of the Purchased Services. You agree that You do
not acquire under this Agreement any license to use the DocuPeak programs specified in the
Order Form or this Agreement document in excess of the scope and/or duration of the Purchased
Services other than any error, corrections, updates and supplements thereto provided to You by
us. Except as specifically provided herein, the DocuPeak software is the valuable intellectual
property of Webiplex, and that other than the license granted hereunder, You obtain no rights in
or to the software and any updates and upgrades. You understand that the non-exclusive license
granted hereunder does not entitle You to re -sell or otherwise exploit the DocuPeak software or
updates or upgrades or otherwise entitle You to generate income from the DocuPeak software.
Except as specifically provided herein, Webiplex retains all right, title, and interest,
including all intellectual property rights, relating to, or embodied in, the DocuPeak software and
any Updates and Upgrades. You understand that the non-exclusive license granted hereunder
does not entitle You to re -sell or otherwise exploit the DocuPeak software or Updates or
Upgrades or otherwise entitle You to generate income from the DocuPeak software.
This Agreement does not grant You any rights to trademarks or service marks of
Webiplex.
As additional consideration for this license, You agree to pay, in addition to the amounts
set forth on the cover page hereof, all applicable taxes and surcharges attributable to the license
granted hereunder.
You understand that by using the DocuPeak software You agree to be bound by the
"Restrictions" in Section 1 (c) below.
a. User License.
You may access and use the Purchased Services listed on the cover page solely by the
number of end users corresponding to the number of End User Licenses You purchased.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
' 4of20
b. Software Maintenance and Technical Support.
The purchase of Webiplex's DocuPeak Software Subscription Service includes Software
Maintenance and Technical Support Service. All such services shall be provided under and are
subject to Webiplex's Software Maintenance Program Description described in Exhibit A
herewith.
Webiplex provides optional technical and application support. Webiplex Purchased
Services Technical Services are available Monday through Friday, excluding holidays by
telephone and through e-mail between 8:00 am and 5:00 pm Pacific Standard Time. Also,
appointments can be scheduled with a Webiplex Systems Programmer/Analyst at a time
convenient to You to provide technical support services.
As described in the Software Maintenance Program Description, You will be
entitled to the following Webiplex services:
(i) Upgrades and releases of the Purchased Services that You licensed;
(ii) Access to the Webiplex corporate web site, which includes additional technical materials,
documentation, and technical support information related thereto;
(iii) Clients who complete DocuPeak Application Development training class will receive
access to a DocuPeak Sandbox Portal for development and training;
(iv)For customers using our "SaaS" version we provide server, storage, backup and third
party software technical support. This includes monitoring system performance, load
balancing, coordinating system upgrades and maintenance, monitor advanced backup
services and upgrades to capacity when required;
(v) Technical support for the customers' designated DocuPeak Applications Administrator.
We provide training to allow the Application Administrator to independently deal with
routine End User support such as adding users, deleting users, adding end users to
groups, updating tables for drop down lists and reset locked out end users.
(vi) You can purchase professional services from Webiplex to conduct requirements analysis,
application design, configuration and training for development of DocuPeak applications.
(vii) You acknowledge that additional charges will apply to in person services, including
reimbursement for travel expenses. All additional charges for services will be approved
by You prior to services being performed.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
eb'W5of20
c. Restrictions.
You are not licensed or permitted under this Agreement to do any of the following:
(i) Modify, adapt, translate, sell, rent or sublicense (including offering the Purchased
Services to third parties on an applications service provider or time-sharing basis)
(ii) You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise
reverse engineer the Purchased Services, except as otherwise expressly permitted by
applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights
notices (including copyright notices) of Webiplex or its licensors on or within the
Purchased Services or any copies of the Purchased Services.
(iii) All license transfers are subject to written approval by Webiplex and may be subject to a
transfer fee as agreed upon by Webiplex and City.
(iv) Allow any other person to access the Purchased Services unless You have obtained a
valid concurrent user license for such person.
(v) Make the Purchased Services available to any organization outside of the company to
which the Purchased Services is licensed in this Agreement. Providing access to Your
business partners or customers is strictly limited to completed applications providing
views of application data or documents and participation in workflow processes.
d. Right to Audit Your Use.
Webiplex reserves the right to audit user login and role security to verify that only the
authorized End Users have access to the Purchased Services.
2 OTHER AGREEMENTS.
You further acknowledge and agree that:
a. Your Other Obligations. Webiplex's obligations under this Agreement are subject to
Your agreement to, and performance of, Your obligations under this Agreement including the
following:
(i) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary to
complete the installation and set-up of the Purchased Services according to Your
business needs; and
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
W£%i p le 6 of 20
(ii) Responding to Webiplex communications and requests for information, and
reviewing information provided or prepared by Webiplex including any work plans,
promptly and reasonably in advance of the installation of the Purchased Services,
notifying Webiplex of any errors.
b. Limitations of the Purchased Services and Use of Technical Support. The below
limitations apply to the Technical Support Services
(i) You will have up to 30 business days after the installation and training of the
Purchased Services to contact Webiplex Customer Services Department with any
questions related to Your initial DocuPeak Application Platform setup. After that
time, the Technical Support Services provided by Webiplex will be limited to the
Services described in Exhibit A, "Software Maintenance Program Description".
(ii) The in -person Technical Support Services may not be available in all cities
and states. Reasonable time prior to appointment for in-house services is needed
to schedule travel and assign staff.
(iii) Webiplex reserves the right to refuse to provide the Technical Support
Services to You and, in such instances, will refund any fees for Technical Support
Services paid by You to Webiplex.
c. Remote installation:
If the Webiplex Systems Programmer/Analyst is providing the Technical Services to
You remotely, the advisor may require control of Your computer via WebEx, Remote
Desktop or other similar remote computing access tools, in order to install software utility
programs for image and file capture and to assist You in configuration of Your applications.
You acknowledge and agree the Webiplex Technical Support staff may access Your
computer remotely for the purpose of providing the Services.
d. Use of the Purchased Services.
Our Responsibilities. We shall: (i) provide to You basic support for the Purchased
Services at no additional charge, and/or upgraded support if purchased separately, (ii) use
commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7
days a week, except for: (a) planned downtime (of which We shall give at least 8 hours
notice via the Purchased Services and which We shall schedule to the extent practicable
during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time
Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control,
including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil
unrest, acts of terror, strikes or other labor problems (other than those involving our
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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Webiple 7of20
employees), or Internet service provider failures or delays, and (iii) provide the Purchased
Services only in accordance with applicable laws and government regulations.
Your Responsibilities. You shall (i) be responsible for Subscription Users' compliance
with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality
of Your data and of the means by which You acquired Your data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Purchased Services, and
notify us promptly of any such unauthorized access or use, and (iv) use the Purchased
Services only in accordance with applicable laws and government regulations. You shall not
(a) make the Purchased Services available to anyone other than Subscription Users, (b) sell,
resell, rent or lease the Purchased Services, or (c) attempt to gain unauthorized access to the
Purchased Services or their related systems.
Usage Limitations. Services may be subject to other limitations, such as, for example,
limits on disk storage space, number of End Users and access to certain software tools or
functionality. The Services include periodic reports on usage limitations to enable You to
monitor Your compliance with such limitations.
e. Fees and Payment for Purchased Services.
User Subscription Fees. You shall pay all reasonable and agreed upon fees specified in all
Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are
quoted and payable in United States dollars (ii) fees are based on services purchased and not
actual usage, (iii) payment obligations are non -cancelable and fees paid are non-refundable, and
(iv) the number of End User subscriptions purchased cannot be decreased during the relevant
subscription term stated on the Order Form. User Subscription fees are based on annual periods
that begin on the subscription start date and each annual anniversary thereof; therefore, fees for
User Subscriptions added during a service period will be charged for the monthly periods
remaining in the subscription term.
Invoicing and Payment. You will provide us with a valid purchase order or alternative
document reasonably acceptable to us to confirm the order terms, conditions, system capacity,
scope of work and price. Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order Form. We will
invoice You in advance and otherwise in accordance with the relevant Order Form: Unless
otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
You are responsible for maintaining complete and accurate billing and contact information.
Overdue Charges. If payment is not received from You by the due date, then at our
discretion, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance
per month, or the maximum rate permitted by law, whichever is lower, from the date such
payment was due until the date paid, and/or (ii) we may, upon thirty (30) days' written notice,
condition future subscription renewals and Order Forms on payment terms shorter than those
specified herein regarding invoicing and payment.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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We" biple 8ot20
Suspension of Service and Acceleration. If any amount owing by You under this or any
other agreement for our services is 30 or more days overdue, we may, without limiting our other
rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all
such obligations become immediately due and payable and suspend our services to You until
such amounts are paid in full.
Disputes. The parties shall engage in good faith discussions concerning any dispute about
payments or services.
Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including but not limited to value-added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction
(collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases
hereunder. If we have the legal obligation to pay or collect Taxes for which You are responsible
under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You
provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, We are solely responsible for taxes assessable against it based on our income,
property and employees.
3. PRIVACY AND DATA USE.
The information we hold about You will be used to provide the Purchased Services
requested and as described in Webiplex Privacy Policies found at
hags://www2.webil2lex.com/. You agree to be bound by the applicable Webiplex Privacy
Policy, as it may be amended from time to time. You exclusively own all rights, title and
interest in and to all of Your data. We reserve all rights, title and interest in and to the
Purchased Services.
The information we hold about You will be used to provide the Purchased Services requested
and as described in Webiplex Privacy Policies contained either in the Software, or at
httos://www2.webiplex.com/. You agree to be bound by the applicable Webiplex privacy
policy, as it may be amended from time to time in accordance with its terms. You
exclusively own all rights, title and interest in and to all of Your data. We reserve all rights,
title and interest in and to the Purchased Services.
4. DISCLAIMER; NO WARRANTIES.
THE PURCHASED SERVICES, SERVICES, AND ANY CONTENT ACCESSIBLE
THROUGH THE PURCHASED SERVICES OR SERVICES ARE PROVIDED WITHOUT
WARRANTY "AS -IS" AND "AS AVAILABLE", TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WEBIPLEX, ITS AFFILIATES, LICENSORS, THIRD
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. eibip� 9of20
PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS
(COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PURCHASED
SERVICES, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS,
INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE,
MERCHANTABILITY, AND NON -INFRINGEMENT. WEBIPLEX DOES NOT WARRANT
THAT THE PURCHASED SERVICES OR SERVICES ARE SECURE OR FREE FROM
BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE PURCHASED
SERVICES OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, WEBIPLEX
DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR
CONTENT OR DATA THROUGH THE PURCHASED SERVICES. ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF
PURCHASE OR DELIVERY OF THE PURCHASED SERVICES, AS APPLICABLE.
HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE PURCHASED SERVICES AND ANY RELATED SERVICES OR CONTENT ARE
DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE
UNDERSTANDING THAT WEBIPLEX AND ITS SUPPLIERS ARE NOT ENGAGED IN
RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL
ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A
COMPETENT PROFESSIONAL SHOULD BE SOUGHT.
ANY WARRANTIES OR GUARANTEES GIVEN OR MADE BY WEBIPLEX WITH
RESPECT TO THE PURCHASED SERVICES (A) ARE SOLELY FOR THE BENEFIT OF
YOU AS THE REGISTERED USER OF THE PURCHASED SERVICES AND ARE NOT
TRANSFERABLE, AND (B) SHALL BE NULL AND VOID IF YOU BREACH ANY TERM
OR CONDITION OF THIS AGREEMENT.
5. LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES.
YOU AGREE THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY LOSS,
COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR
PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY
OF WEBIPLEX AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR
RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY
YOU FOR THE PURCHASED SERVICES UNDER THIS AGREEMNT,
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UNLESS OTHERWISE SEPARATELY AGREED BY WEBIPLEX IN WRITING. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBIPLEX AND ITS
SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING
TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS,
CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR
INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE PURCHASED
SERVICES WITH HARDWARE OR OTHER PURCHASED SERVICES THAT DOES NOT
MEET WEBIPLEX'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF WEBIPLEX, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WEBIPLEX AND YOU.
WEBIPLEX WOULD NOT BE ABLE TO HAVE PROVIDED THIS PURCHASED
SERVICES OR SERVICES WITHOUT SUCH LIMITATIONS BEING EXPRESSLY
AGREED UPON BY YOU.
6. INDEMNIFICATION.
Webiplex will indemnify, protect and hold harmless you, Your directors, officers,
employees and agents from and against any and all losses, liabilities, judgments, suits, actions,
proceedings, claims, damages or costs (including attorneys' fees as incurred) resulting from or
arising out of the infringement by Purchased Services upon any intellectual property.right of any
third party provided that the System was used in compliance with this Agreement and the
Purchased Services' operating procedures.
7. TERMINATION.
Your rights under this Agreement may be terminated by Webiplex immediately and
without notice if You fail to comply with any term or condition of this Agreement or no longer
consent to receipt of electronic communications. Upon such termination, You must immediately
cease using the Purchased Services. Any termination of this Agreement shall not affect
Webiplex's rights hereunder. Webiplex shall have the right to change or add to the terms of its
Agreement at any time (provided that it is not Webiplex's intent that such change substantially
affect the license rights granted to You in Section I and for which consideration was paid by
You), and to change, delete, discontinue, or impose conditions on any feature or aspect of the
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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Purchased Services or Services (including internet based services, pricing, technical support
options, and other product -related policies) upon notice by any means Webiplex determines in its
discretion to be reasonable, including sending You an email notification or posting information
concerning any such change, addition, deletion, discontinuance or conditions in the Purchased
Services.
. IVY ►170
Except as provided in Section 7 above, the obligations of the parties pursuant to this
Agreement may not be released, discharged, supplemented, interpreted, amended, or modified in
any manner except in a writing signed by a duly authorized representative of each of the parties.
9. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and understanding between the Parties
with respect to the subject matter contained in this Agreement and supersedes any prior or
contemporaneous communications or proposals whether oral, written or electronic, between the
parties.
10. CHOICE OF LAW.
This Agreement will be governed by California law as applied to agreements entered
into and to be performed entirely within California, without regard to its choice of law or
conflicts of law principles that would require the application of law of a different jurisdiction,
and applicable federal law. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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11. HEADINGS.
Headings are included for convenience only, and shall not be considered in interpreting
this Agreement.
12. DISPUTES: BINDING ARBITRATION.
In the event of any dispute with respect to any matter arising out of this Agreement or
any third party agreement with regard to controversies regarding this Agreement, as the same
may be amended or supplemented, such dispute shall be submitted to arbitration upon request of
any one or more of the disputants, which arbitration shall occur in Orange County, California
and in accordance with the rules of the American Arbitration Association. The decision and
award of the arbitration panel shall be final and binding upon the disputants, and judgment may
be entered thereon in accordance with applicable law in any court having jurisdiction thereof.
The agreement herein to arbitrate shall be specifically enforceable under applicable law in any
court having jurisdiction thereof. All costs of arbitration and the prevailing party' expert and
attorney' fees shall be borne by the non -prevailing party. The parties hereby waive their right to
a trial by jury. THE PARTIES WILL NOT RAISE IN CONNECTION HEREWITH, AND
HEREBY WAIVE, A TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE
VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL
JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN
ANY ACTION ARISING FROM SUCH DISPUTE.
13. NOTICES.
Any process in any action or proceeding commenced arising out of any such claim,
dispute or disagreement, may, among other methods, be served upon any party by delivering or
mailing the same, via registered or certified mail, addressed to a party at the address set forth
herein or such other address as You may designate. Any such delivery or mail service shall be
deemed to have the same force and effect as personal service in California.
14. MISCELLANEOUS.
Except as expressly set forth in this Agreement, this Agreement is a complete statement
of the agreement between You and Webiplex and sets forth the entire liability of Webiplex and
Your exclusive remedy with respect to the Client Software and its use. The suppliers, agents,
employees, distributors, and dealers of Webiplex are not authorized to make modifications to this
Agreement, or to make any additional representations, commitments, or warranties binding on
Webiplex. Any waiver of the terms herein by Webiplex must be in a writing signed by an
authorized officer of Webiplex and expressly referencing the applicable provisions of this
Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law,
then it shall be changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law, and the remaining provisions will continue in full
force and effect.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 • www.webiplex.com
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15. EXPORT RESTRICTIONS.
You have been informed by Webiplex that this Purchased Services is subject to the U.S.
Export Administration Regulations (15 CFR, Chapter VII). You will not export or re-export this
product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2)
any end user who has been prohibited from participating in US export transactions by any federal
agency of the US government; or (3) any end user who You know or have reason to know will
utilize them in the design, development or production of nuclear, chemical or biological
weapons.. You further acknowledge that this product may include technical data subject to
export and re-export restrictions imposed by US law.
16. U.S. GOVERNMENT.
The Purchased Services is a "commercial item," as that term is defined at 48 C.F.R. 2.101
(OCT 1995), consisting of "commercial computer Purchased Services" and "commercial
computer Purchased Services documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT
1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227,7202-4 (JUNE
1995), all U.S. Government End Users acquire the Purchased Services with only those rights set
forth herein.
17. WEBIPLEX CONTACT INFORMATION
Webiplex, Inc
4667 MacArthur Blvd. Suite 310
Newport Beach, CA 92660
Phone: 949.679-8703, ext 101
Technical: Robert Rennie
CEO /CTO
RobR@.webiplex.com
webiplex.com
18. SOFTWARE MAINTENANCE PROGRAM DESCRIPTION
Webiplex's Software Maintenance Program Description describes software maintenance
and technical support services that are provided as part of the software subscription and, is
attached hereto as Exhibit A and incorporated by reference.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 • www.webiplex.com
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APPROVAL
IN WITNESS WHEREOF, the parties have executed this SaaS License Agreement as of the date
set forth by their names below.
CUSTOMER: City of Vernon, CA
WEBIPLEX SIGNATURE
Name: Ronald S. Rubino
Title: Chief Operating Officer
Signature: P— RUUK,o
Date: 12/26/2012
4667 MacArthur Blvd. Suite 310 • Newport Beach. CA 92660
(949) 679-8703 ♦ www.webiplex.com
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SOFTWARE MAINTENANCE PROGRAM DESCRIPTION
1..CUSTOMER SERVICES ("SOFTWARE TECHNICAL SERVICES")
(i) Webiplex provides optional Software Subscription and Technical Support. Software
Technical Services is available Monday through Friday, excluding holidays by telephone and
through e-mail between 8:00 am and 5:00 pm Pacific Standard Time. Also, appointments
can be scheduled with a Webiplex Software Technical Support at a time convenient to you to
provide support services.
(ii) Technical Support includes remote support for software bugs or technical assistance.
Professional services can be purchased from Webiplex for requirements analysis, application
design, configuration and training for development of. DocuPeak applications. Additional
changes will apply to in person services, including reimbursement for travel expenses.
(iii) Webiplex professional services are available to provide you with an initial assessment of
application needs and provide a scope of work statement that will be used to estimate the
hours and cost for application development services. The assessment will also include
recommendations of what DocuPeak software version and end user licenses are needed based
on information you provided, if you do not already have such software. If you agree to
continue using the Services after your business needs assessment, you and the advisor will
schedule a mutually agreeable time for the advisor to install DocuPeak software on your
Application server (if you purchase an on -premise license). This service is typically provided
remotely. In person installation services can be purchased and scheduled. If you have
purchased DocuPeak software subscription, a web portal will be provided for access to the
DocuPeak application platform.
(iv) Webiplex is not providing to you, and the Services provided hereunder are not and shall
not be deemed or construed to be, legal, financial or investment advice or recommendations.
You should consult with your own legal, financial or investment advisors, as appropriate.
Further, you agree that Webiplex, Inc is not acting as your agent or fiduciary in connection
with your use of the Services.
(v) Webiplex's obligations under this Agreement are subject to your agreement to, and
performance of, your obligations under this Agreement including the following:
(1) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary
to complete the installation and set-up of the DocuPeak software according to
your business needs; and
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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(2) Responding to reasonable Webiplex communications and requests for
information, and reviewing information provided or prepared by Webiplex
including any work plans, promptly and reasonably in advance of the installation
of the DocuPeak software, notifying Webiplex of any errors.
(vi) Limitations of the Software Subscription and Technical Support.
The below limitations apply to the Technical Services.
(1) You will have up to 30 business days after the installation and training of the
software to contact Webiplex Software Technical Support Department with any
questions related to your initial DocuPeak installation and setup. After that time, the
Services provided by Webiplex will be limited to the hours per month specified in
your Software Subscription and Technical Support Agreement.
(2) Webiplex reserves the right to refuse to provide the Technical Support Services to
you upon 60 days written notice and, in such instances, will refund any fees for
Technical Support Services paid by you to Webiplex.
(vii) Remote DocuPeak Installation. For DocuPeak On -premise software and workstation
or server utilities, the Webiplex staff providing Technical Services to you remotely at your
request, may require control of your computer via Go -To -Meeting or other similar remote
computing access software tools, in order to install the DocuPeak software and the
customized data files on your computer. You acknowledge and agree the Webiplex
Technical Support staff may access your computer remotely for the purpose of providing the
Services.
2. FEEDBACK
Webiplex may provide you with a mechanism to provide feedback, suggestions and ideas
about its Software and Services ("Feedback").
3. PRIVACY
For details about Webiplex privacy policies, please refer to the DocuPeak Privacy Statement
found at httos://www2.webinlex.com/. You agree to be bound by the applicable Webiplex
privacy policy, as it may be amended from time to time in accordance with its terms.
4. DISCLAIMER OF WARRANTIES
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
Webip el� 17of20
DISCLAIMER; NO WARRANTIES.
THE PURCHASED SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE
PURCHASED SERVICES OR SERVICES ARE PROVIDED WITHOUT WARRANTY
"AS -IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
ANY WARRANTIES OR GUARANTEES GIVEN OR MADE BY WEBIPLEX WITH
RESPECT TO THE PURCHASED SERVICES (A) ARE SOLELY FOR THE BENEFIT OF
CLIENT AS THE REGISTERED USER OF THE PURCHASED SERVICES AND ARE
NOT TRANSFERABLE.
5. LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES.
CLIENT AGREES THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY
LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF CLIENT
RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES NOT OFFERRED BY
WEBIPLEX. THE ENTIRE CUMULATIVE LIABILITY OF WEBIPLEX FOR ANY
REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE PURCHASED SERVICES
UNDER THIS AGREEMENT, UNLESS OTHERWISE SEPARATELY AGREED BY
WEBIPLEX IN WRITING.
6. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY C'CONSENT")
(a) Consent to Electronic Communications.
Webiplex may be required by law to send "Communications" (as defined below) to you
that may pertain to the Software, the use of information you may submit to Webiplex,
and the Third Party Services you choose. Additionally, certain of the Third Party
Services you choose may require Communications with the third parties who administer
these programs. You agree that Webiplex, on behalf of itself, and others who administer
such services (as applicable), may send Communications to you by e-mail or other
mutually agreed upon electronic communications service. You consent to receive these
Communications electronically. The term "Communications" means any notice, record,
agreement, or other type of information that is made available to you or received from
you in connection with the Software and the Third Party Services.
(b) Consenting to Do Business Electronically.
The decision whether to do business electronically using Webiplex DocuPeak software
is yours and you should consider whether you have the required hardware and software
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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capabilities described below. Your consent to do business electronically, and our
agreement to do so, applies to this Agreement, the Software and any applicable Third
Party Services.
(c) Communication Requirements.
In order to access and retain an electronic record of Communications, you will need a
computer, a monitor, a connection to an Internet service provider, Internet browser
software that supports 128-bit encryption, and an e-mail address. By accepting the terms
of the license agreement, you are indicting your agreement to have each of these and the
means to access, and to print or download communications. We do not provide ISP
services. You must have your own Internet service provider.
(d) Withdrawal of Consent.
If you later decide that you do not want to receive future Communications electronically,
write to us at Webiplex, Inc at 4667 MacArthur Blvd, Suite #310, Newport Beach, CA
92660. Clearly state your desire to withdraw consent of electronic communication. If
you withdraw your consent to receive Communications electronically, we may terminate
your use of the Software and Third Party Services upon 60 days' written notice to that
affect.
(e) Changes to Your Email Address.
In order to provide you with the Communications, you agree to notify us promptly of
any change in your email address. You can do so by emailing us at
Services@webiplex.com (please include both your old and new email addresses).
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7. MISCELLANEOUS
Except as expressly set forth in this Agreement, this Agreement is a complete statement of
the agreement between you and Webiplex and sets forth the entire liability of Webiplex and
its Suppliers and your exclusive remedy with respect to the Software, Webiplex Services, and
Third Party Services and their use. The Suppliers, agents, employees, distributors, and
dealers of Webiplex are not authorized to make modifications to this Agreement, or to make
any additional representations, commitments, or warranties binding on Webiplex. Any
waiver of the terms herein by Webiplex must be in a writing signed by an authorized officer
of Webiplex and expressly referencing the applicable provisions of this Agreement. If any
provision of this Agreement is invalid or unenforceable under applicable law, the remaining
provisions will continue in full force and effect if the parties so agree in writing. This
Agreement will be governed by California law as applied to agreements entered into and to
be performed entirely within California, without regard to its choice of law or conflicts of
law principles that would require the application of law of a different jurisdiction, and
applicable federal law. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive
jurisdiction and venue in the state courts in Orange County, California or federal court for the
Southern District of California. Headings are included for convenience only, and shall not be
considered in interpreting this Agreement. As used in this Agreement, the word "including"
means "including but not limited to." This Agreement does not limit any rights that either
party has or may have under trade secret, copyright, patent or other laws.
8. TERMINATION AND AMENDMENT
Your rights under this Agreement may be terminated by Webiplex upon 60 days written
notice if you fail to comply with any term or condition of this Agreement or no longer
consent to receipt of electronic Communications, provided Client is given a reasonable
opportunity to cure. Upon such termination, you must immediately cease using the Software
and any Service, and delete or destroy all complete and partial copies of the Software,
including all backup copies. Any termination of this Agreement shall not affect Webiplex's
rights hereunder.
9. EXPORT RESTRICTIONS
You acknowledge that this software is subject to the U.S. Export Administration Regulations
(15 CFR, Chapter VII) and that you will comply with these regulations. You will not export
or re-export this product, directly or indirectly, to: (1) any countries that are, subject to US
export restrictions; (2) any end user who has been prohibited from participating in US export
transactions by any federal agency of the US government; or (3) any end user who you know
or have reason to know will utilize them in the design, development or production of nuclear,
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
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chemical or biological weapons. You further acknowledge that this product may include
technical data subject to export and re-export restrictions imposed by US law.
10. U.S. GOVERNMENT.
The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995),
consisting of "commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S.
Government End Users acquire the Software with only those rights set forth herein.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 6, 2013
Webiplex,Inc.
Attn: Ron Rubino, Chief Operating Officer
4667 MacArthur Blvd., Suite 310
Newport Beach, CA 92660
RE: Subpoena Management Software Consulting Services Agreement
Dear Mr. Rubino:
The insurance requirements have been met. Enclosed is a fully executed original agreement as
referenced above, approved by City Council on January 22, 2013.
If you have any questions, please contact Daniel Calleros at (323) 583-8811 extension 114.
Thank you.
Sincerely,
e orah R.Juar z
Records Management Assistant
Enclosure
c: Daniel Calleros
Purchasing Department
Resolution No. 2013-14
Agreement File No. 13-003
E ,cfusivefy Industriaf
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of
(the "Effective Date"), by and between the CITY OF VERNON, a municipal corporation
("CITY") at 4305 Santa Fe Ave, Vernon, CA 90058 and WEBIPLEX, INC., a Delaware
Corporation ("CONSULTANT") at 4667 MacArthur Blvd. Suite 310, Newport Beach, CA
92660.
RECITALS:
A. CITY wishes to retain the services of an experienced and qualified CONSULTANT to
purchase DocuPeak software subscription service and implement the Electronic
Subpoena Application (e-Subpoena).
B. CONSULTANT represents that it is qualified to perform those services.
AGREEMENT:
1. SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT will provide the services listed in the Scope of Services attached as
Exhibit A. CONSULTANT warrants that all work and services set forth in the Scope of
Services will be performed in a competent, professional and satisfactory manner.
2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will
continue in full force and effect from the Effective Date through January 31, 2016.
3.
A. CONSULTANT's Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in
accordance with the Compensation Schedule attached as Exhibit B, provided,
however, that in no event will the total amount of money paid the
CONSULTANT, for services initially contemplated by this Agreement, exceed
the sum of $17,000.00 ("Agreement Sum"), unless otherwise first approved in
writing by CITY.
B. Schedule of Payment.
Provided that the CONSULTANT is not in default under the terms of this
Agreement, upon presentation of an invoice, CONSULTANT will be paid fees
described in Paragraph 3.A. above, according to the Compensation Schedule.
Payment will be due within 30 days after the date of the monthly invoice.
City of Vernon — Webiplex Agreement
4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.
CITY may, at any time, terminate the Agreement for CITY's convenience
and without cause.
2. Upon receipt of written notice from CITY of such termination for CITY's
convenience, CONSULTANT will:
a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the.protection
and preservation of the work; and
C. except for work directed to be performed prior to the effective date
of termination stated in the notice, terminate all existing
subcontracts and purchase orders and enter into no further
subcontracts and purchase orders.
In case of such termination for CITY's convenience, CONSULTANT will
be entitled to receive payment for work executed; and costs incurred by
reason of such termination, along with reasonable overhead and profit on
the work not executed.
B. Termination for Cause.
If either party fails to perform any term, covenant or condition in this
Agreement and that failure continues for 15 calendar days after the
nondefaulting party gives the defaulting party written notice of the failure
to perform, this Agreement may be terminated for cause; provided,
however, that if during the notice period the defaulting party has promptly
commenced and continues diligent efforts to remedy the default, the
defaulting party will have such additional time as is reasonably necessary
to remedy the default.
2. In the event this Agreement is terminated for cause by the default of the
CONSULTANT, the CITY may, at the expense of the CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any
check or bond delivered to the CITY in connection with this Agreement,
and the money payable thereon, will be forfeited to and remain the
property of the CITY. All moneys due the CONSULTANT under the
terms of this Agreement will be retained by the CITY, but the retention
will not release the CONSULTANT and its surety from liability for the
default. Under these circumstances, however, the CONSULTANT and its
surety will be credited with the amount of money retained, toward any
amount by which the cost of completion exceeds the Agreement Sum and
any amount authorized for extra services.
City of Vernon: Webiplex Agreement
3. Termination for cause will not affect or terminate any of the rights of the
CITY as against the CONSULTANT or its surety then existing, or which
may thereafter accrue because of the default; this provision is in addition
to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law.
In the event the CONSULTANT or any of its officers, directors, shareholders,
employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense
as an incident to obtaining or attempting to obtain a public or private contract or
subcontract, or in the performance of a contract or subcontract; (ii) under state or
federal statutes of embezzlement, theft, forgery, bribery, falsification or
destruction of records, receiving stolen property, or any other offense indicating a
lack of business integrity or business honesty which currently, seriously, and
directly affects responsibility as a public consultant or contractor; (iii) under state
or federal antitrust statutes arising out of the submission of bids or proposals; or
(iv) of violation of Paragraph 19 of this Agreement; or for any other cause the
CITY determines to be so serious and compelling as to affect CONSULTANT's
responsibility as a public consultant or contractor, including but not limited to,
debarment by another governmental agency, then the CITY reserves the unilateral
right to terminate this Agreement or to impose such other sanctions (which may
include financial sanctions, temporary suspensions or any other condition deemed
appropriate short of termination) as it deems proper. The CITY will not take
action until CONSULTANT has been given notice and an opportunity to present
evidence in mitigation.
5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes,
embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for
labor or materials, governmental restrictions, governmental regulations, governmental
control, judicial orders, enemy or hostile governmental action, civil commotion, fire or
other casualty, or other causes beyond the reasonable control of the party obligated to
perform, then that party's performance shall be excused for a period equal to the period of
such cause for failure to perform.
6. RETENTION OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT
(whether or not arising out of this Agreement) any amounts the payment of which may be
in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or
damages suffered by CITY, and all amounts for which CITY may be liable to third
parties, by reason of CONSULTANT's negligent acts or omissions or willful misconduct
in performing or failing to perform CONSULTANT's obligations under this Agreement.
In the event that any claim is made by a third party, the amount or validity of which is
disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a
claim of lien, CITY may withhold from any payment due, without liability for interest
because of the withholding, an amount sufficient to cover the claim. The failure of CITY
to exercise the right to deduct or to withhold will not, however, affect the obligations of
City of Vemon: Webiplex Agreement
CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this
Agreement.
CITY REPRESENTATIVE
City Police Department is designated as the "City Representative," authorized to act in its
behalf with respect to the work and services specified in this Agreement and to make all
decisions in connection with this Agreement. Whenever approval, directions, or other
actions are required by CITY under this Agreement, those actions will be taken by the
City Representative, unless otherwise stated. The City Manager has the right to designate
another City Representative at any time, by providing notice to CONSULTANT.
8. CONSULTANT REPRESENTATIVE(S)
The following principal(s) of CONSULTANT are designated as being the principal(s)
and representative(s) of CONSULTANT authorized to act in its behalf with respect to the
work specified in this Agreement and make all decisions in connection with this
Agreement:
Representative 1 Daniel Calleros, Chief of Police
Representative 2 James Rodino, Captain
9. INDEPENDENT CONTRACTOR
The CONSULTANT is, and at all times will remain as to CITY, a wholly independent
contractor. Neither CITY nor any of its agents will have control over the conduct of the
CONSULTANT or any of the CONSULTANT's employees, except as otherwise set forth
in this Agreement. The CONSULTANT may not, at any time or in any manner, represent
that it or any of its agents or employees are in any manner agents or employees of CITY.
10. BUSINESS LICENSE
The CONSULTANT must obtain a City business license prior to the start of work under
this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and
licenses required to undertake the work contemplated by this Agreement.
12. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has
thoroughly investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. If the services involve work upon any site, CONSULTANT warrants that
CONSULTANThas or will investigate the site and is or will be fully acquainted with the
conditions there existing, prior to commencement of services set forth in this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially
affect the performance of the services set forth in this Agreement, CONSULTANT must
immediately inform CITY of that fact and may not proceed except at CONSULTANT's
risk until written instructions are received from CITY.
City of Vernon: Webiplex Agreement
13. CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers,
documents, plans, studies and other components to prevent losses or damages, and will be
responsible for all damages, to persons or property, until acceptance of the work by
CITY, except those losses or damages as may be caused by CITY's own negligence.
14. CONSULTANT'S ACCOUNTING RECORDS: OTHER PROJECT RECORDS
Records of the CONSULTANT's time pertaining to the project, and records of accounts
between CITY and the CONSULTANT, will be kept on a generally recognized
accounting basis. CONSULTANT will also maintain all other records, including without
limitation specifications, drawings, progress reports and the like, relating to the project.
All records will be available to CITY during normal working hours. CONSULTANT
will maintain these records for three years after final payment.
15. INDEMNIFICATION
CONSULTANT will indemnify, defend, and hold harmless CITY, the Redevelopment
Agency of the City of VERNON, the City Council, each member thereof, present and
future, members of boards and commissions, its officers, agents, employees and
volunteers from and against any and all liability, expenses, including defense costs and
legal fees, and claims for damages whatsoever, including, but not limited to, those arising
from breach of contract, bodily injury, death, personal injury, property damage, loss of
use, or property loss however the same may be caused and regardless of the responsibility
for negligence. The obligation to indemnify, defend and hold harmless includes, but is
not limited to, any liability or expense, including defense costs and legal fees, arising
from the negligent acts or omissions, or willful misconduct of CONSULTANT, its
officers, employees, agents, subcontractors or vendors. It is further agreed,
CONSULTANT's obligations to indemnify, defend and hold harmless will apply even in
the event of concurrent negligence on the part of CITY, the City Council, each member
thereof, present and future, or its officers, agents and employees, except for liability
resulting solely from the negligence or willful misconduct of CITY, its officers,
employees or agents. Payment by CITY is not a condition precedent to enforcement of
this indemnity. In the event of any dispute between CONSULTANT and CITY, as to
whether liability arises from the sole negligence of the CITY or its officers, employees,
agents, subcontractors or vendors, CONSULTANT will be obligated to pay for CITY's
defense until such time as a final judgment has been entered adjudicating the CITY as
solely negligent. CONSULTANT will not be entitled in the event of such a
determination to any reimbursement of defense costs including but not limited to
attorney's fees, expert fees and costs of litigation.
16. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONSULTANT, in the event
of any default or breach by the CITY or for any amount that may become due to
CONSULTANT.
City of Vernon: Webiplex Agreement
17. INSURANCE
A. CONSULTANT must maintain at its sole expense the following insurance, which
will be full coverage not subject to self insurance provisions:
1. General Liability including coverage for premises, products and completed
operations, independent contractors/vendors, personal injury and
contractual obligations with combined single limits of coverage of at least
$1,000,000 per occurrence.
2.. Professional liability insurance with limits of at least $1,000,000 per
occurrence.
3. Workers' Compensation with limits as required by the State of California
and Employers Liability with limits of at least $1,000,000.
B. The insurance provided by CONSULTANT will be primary and non-contributory.
C. CITY ("City of Vernon"), the City Council and each member thereof, members of
boards and commissions, every officer, agent, official, employee and volunteer
must be named as additional insured under the automobile and general liability
policies.
D. CONSULTANT must provide certificates of insurance and/or endorsements to the
City Clerk of the City of Vernon before the commencement of work.
E. Each insurance policy required by this Paragraph must contain a provision that no
termination, cancellation or change of coverage can be made without thirty days
notice to CITY.
18. SUFFICIENCY OF INSURERS AND SURETIES
Insurance or bonds required by this Agreement will be satisfactory only if issued by
companies admitted to do business in California, rated "B+" or better in the most recent
edition of Best's Key Rating Guide, and only if they are of a financial category Class VII
or better, unless these requirements are waived by the Risk Manager of CITY ("Risk
Manager") due to unique circumstances. In the event the Risk Manager determines that
the work or services to be performed under this Agreement creates an increased or
decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of
any insurance policies or performance bonds required by this Agreement may be changed
accordingly upon receipt of written notice from the Risk Manager; provided that
CONSULTANT will have the right to appeal a determination of increased coverage by
the Risk Manager to the City Council of CITY within 10 days of receipt of notice from
the Risk Manager.
19. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or
indirect, in this Agreement, nor may any officer or employee participate in any
City of Vernon: Webiplex Agreement
decision relating to the Agreement that effects the officer or employee's financial
interest or the financial interest of any corporation, partnership or association in
which the officer or employee is, directly or indirectly interested, in violation of
any law, rule or regulation.
B. No person may offer, give, or agree to give any officer or employee or former
officer or employee, nor may any officer or employee solicit, demand, accept, or
agree to accept from another person, a gratuity or an offer of employment in
connection with any decision, approval, disapproval, recommendation,
preparation or any part of a program requirement or a purchase request,
influencing the content of any specification or procurement standard, rendering of
advice, investigation, auditing, or in any other advisory capacity in any way
pertaining to any program requirement, contract or subcontract, or to any
solicitation or proposal.
20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement
will be in writing. Notice will be sufficiently given for all purposes as follows:
Personal delivery. When personally delivered to the recipient: notice is
effective on delivery.
2. First Class mail. When mailed first class to the last address of the
recipient known to the party giving notice: notice is effective three mail
delivery days after deposit in an United States Postal Service office or
mailbox.
3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.
4. Overnight delivery. When delivered by an overnight delivery service,
charges prepaid or charged to the sender's account: notice is effective on
delivery, if delivery is confirmed by the delivery service.
Facsimile transmission. When sent by fax to the last fax number of the
recipient known to the party giving notice: notice is effective on receipt.
Any notice given by fax will be deemed received on the next business day
if it is received after 5:00 p.m. (recipient's time) or on a non -business day.
City of Vernon: Webiplex Agreement
6. Addresses for purpose of giving notice are as follows:
CONSULTANT: Webiplex, Inc.
4667 MacArthur Blvd. Suite 310
Newport Beach, CA 92660
(949) 679-8703 x 102
Fax: (949) 419-2047
CITY: City of Vernon
Dana Reed, Acting City Clerk
4305 Santa Fe Ave
Vernon CA 90058
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified, will be deemed effective
as of the first date the notice was refused, unclaimed or deemed undeliverable by
the postal authorities, messenger or overnight delivery service.
C. Either party may change its address or fax number by giving the other party notice
of the change in any manner permitted by this Agreement.
21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the
parties. The Agreement may not be assigned or subcontracted by either CITY or
CONSULTANT without the prior written consent of the other.
22. INTEGRATION, AMENDMENT
This Agreement represents the entire understanding of CITY and CONSULTANT as to
those matters contained in it. No prior oral or written understanding will be of any force
or effect with respect to the terms of this Agreement. The Agreement may not be
modified or altered except in writing signed by both parties.
23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the
language used and should not be construed for or against either party by reason of the
authorship of this Agreement or any other rule of construction that might otherwise apply.
24. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will
be inoperative, null and void insofar as it is in conflict with any applicable laws, but the
remainder of the Agreement will remain in full force and effect.
25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
City of Vernon: Webipicx Agreement 8
26. GOVERNING LAW: JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of
California. Jurisdiction of any litigation arising from the Agreement will be in Los
Angeles County, California.
27. COMPLIANCE WITH STATUTES AND REGULATIONS
CONSULTANT will be knowledgeable of and will comply with all applicable federal,
state, county and city statutes, rules, regulations, ordinances and orders.
28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on
any default will impair the right or remedy or be construed as a waiver. A party's consent
or approval of any act by the other party requiring the party's consent or approval will not
be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and will not
be a waiver of any other default concerning the same or any other provision of this
Agreement.
29. ATTORNEY'S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other
proceeding by which one party either seeks to enforce its rights under this Agreement
(whether in contract, tort or both) or seeks a declaration of any rights or obligations under
this Agreement, the prevailing party will be awarded reasonable attorney's fees, together
with any costs and expenses, to resolve the dispute and to enforce any judgment.
30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this .
reference. However, to the extent the terms of any exhibits identified in this Agreement
conflict with the actual terms of the Agreement, it is the intent of the parties that the terms
of this Agreement supersede the exhibits.
31. WARRANTY
Consultant warrants that it has good title to the software free of any proprietary rights to
any other party or any liens or encumbrances whatsoever, except to the extent that
Consultant may be sub -licensing third party software, in which case Consultant warrants
that it has the right to sub -license that software to City.
Consultant further warrants that the software, and the use of the software by City, does
not infringe upon any patent, copyright, trademark, or trade secret of any third party.
Consultant will indemnify and defend City from and against all such third party claims,
demands, and suits, and, in the event use of the software is preliminarily or permanently
enjoined, will, at City's discretion, obtain for City the right to use the infringing software,
modify the software so that it is non -infringing, or replace it with a compatible non -
infringing software of equal functionality, including reconstruction or conversion of
existing data that is required to correct the infringement.
City of Vemon: Webiplex Agreement 9
31. CONSULTANT'S AUTHORITY TO EXECUTE
The person(s) executing this Agreement on behalf of the CONSULTANT warrant that (i)
the CONSULTANT is duly organized and existing; (ii) they are duly authorized to
execute this Agreement on behalf of the CONSULTANT; (iii) by so executing this
Agreement, the CONSULTANT is formally bound to the provisions of this Agreement;
and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which the CONSULTANT is bound.
CITY OF VERNON,
a Municipal poration `r
William Davis
Interim City Clerk
APPROVED AS
City Attorney
By:
Nichola och
City Attorney
Attachments:
FORM:
IItvj(�
Exhibit A
Exhibit B
Exhibit C
WEBIPLEX, INC.
a Delaware Corporation
By: d /"
Ronald S. Rubino
Chief Operating Officer
By:
d
Robert E. Rennie
Chief Executive Officer / CTO
Scope of Services
Compensation Schedule
DocuPeak SaaS License Agreement
City of Vernon: Webiplex Agreement 10
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
City of Vernon: Webiplex Agreement 11
Webip el
EXHIBIT A - SCOPE OF SERVICES
October 2; 2012
City of Vernon
Daniel Calleros, Police Chief
4305 Santa Fe Ave.
Vernon, CA 90058
Subject: Proposal for DocuPeak with e-Subpoena Application
Dear Chief Calleros,
This letter is to submit an updated proposal for the DocuPeak Application Platform with the e-
Subpoena Application.
System Overview
The DocuPeak system is an integrated process automation platform. We have developed a
turnkey "Subpoena Management" application which includes capability for e-delivery of
subpoena data from the Los Angeles County District Attorney's Office to your department. The
e-delivery process will replace the current paper -based delivery process. Webiplex has worked
with the Los Angeles County District Attorney's Office to create a secure electronic delivery
system for subpoenas using Internet communications. Our "cloud -based" system has been
authorized for use by any Los Angeles County law enforcement agency which wishes to replace
paper subpoenas with e-delivery and use a comprehensive Subpoena Management application
for process management of all subpoena cases.
The District Attorney Office has agreed to provide criminal subpoena data to cities through our
DocuPeak hosted service. The DA's IT staff participates in testing of the system with each
agency that subscribes to this service. Webiplex is the only company offering a turnkey hosted
software solution with e-delivery of subpoenas from the Los Angeles County District Attorney's
Office. The subpoena management application also provides automated mechanism for your
Court Liaison staff to enter data from other paper -based subpoenas you receive from Juvenile
Court, Traffic Court, Probation, DMV or your City Attorney. DocuPeak e-subpoena application
will provide your organization with a consolidated database to manage all subpoenas workflow
and implementation an electronic notify process for your staff.
Our proposal includes the following scope of work for software and professional services to
implement your DocuPeak e-Subpoena System:
1. Configuration of DocuPeak web portal for access to hosted software service.
2. Configuration of DocuPeak Subpoena e-Delivery application for receipt of subpoena data
from the Los Angeles County District Attorney's Office.
3. Coordination of testing with the City and the District Attorney's IT staff.
4. Configuration of the Police Department's user interface for access and management of
the Subpoena e-Delivery application.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
Webiplec
5. Training services for the City's designated DocuPeak System Administrator and your
Court Liaison(s).
6. Preparation of an end user training program and documentation.
7. Train -the -Trainer assistance.
8. The DocuPeak subscription fee includes computer server and data storage hardware,
advanced data backup service, DocuPeak Application Platform software, third party
operating and database systems and IT Technical support. The application can be
accessed from any PC browser by an authorized City employee on a 24/7 basis.
9. The proposed DocuPeak SaaS software includes the e-Subpoena Application — Limited
Edition. This product is configured for departments with 50 or less officers and is limited
to the e-Subpoena application. The SaaS subscription includes DocuPeak Application
Platform with one (1) Named System Admin License and three (3) concurrent end user
licenses.
10. DocuPeak SaaS application platform can be upgraded in the future to include
"Application Studio with ProcessTree and unlimited Webiplex Forms for configuring
additional document management and business process applications. The upgrade to
unlimited DocuPeak App Platform, optional software features, additional concurrent end
user licenses and storage capacity can be added to the subscription at any time.
11. DocuPeak SaaS Subscription includes Webiplex Software Maintenance Program for
ongoing technical support services and system enhancements at no additional cost.
The functionality of the DocuPeak Subpoena application includes:
1. Online delivery of subpoena data from Los Angeles District Attorney's Office to your
department.
2. Real time reporting of all subpoena activities to Police management and Court Liaison
staff.
3. Allows preview of subpoenas prior to notification to officer to permit changes
coordinated with the District Attorney's staff.
4. Provides e-notification to District Attorney's Office of successful subpoena delivery.
5. Eliminates need to make copies or print subpoenas for distribution to Police Department
staff.
6. Eliminates filing and storage requirements for subpoenas.
7. Provides easy to use "View" of all subpoena activity that can be sorted by date, officer or
status.
8. Provides management dashboard to monitor delivery of subpoenas and confirm
information was read by staff.
9. Provide consolidated database for subpoena requests and includes a search engine for ad
hoc search, full test search or creating customized reports.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
Webiple
10. Configuration of standard e-Subpoena "Saved Searches" and "Reports".
11. Provides audit trail and history of all subpoena transactions.
12. Provides automated email and text message e-notification process advising staff to log
into the system for subpoena delivery or changes.
13. Provides a "Subpoena Update" process for capturing changes to subpoena detail and
sending notification of changes to officers.
14. Provides the City with capability to data enter, notify and track paper based subpoenas
received from other sources.
15. Paper subpoenas documents can be scanned and stored as digital images linked to the
subpoena.
16. End user access is through a standard web browser, so no software is installed on their
PC. The application can be accessed 24/7 from any web browser at office, home or when
traveling. Our system is also compatible with portal tablet devices such as Apple's iPad.
Cost
The DocuPeak software version we are proposing is our "Software -as -a -Service (SaaS) version.
DocuPeak SaaS solution avoids capital outlay expense for computer servers, data/image storage,
third party operating and database systems and IT staff. We will provide you with a complete IT
hosted service package. Your SaaS subscription includes the DocuPeak software, e-subpoena
application, computer server, data storage capacity, advance backup service, third party
operating and database systems and IT technical support.
For a Police Department with less than 50 officers offer a DocuPeak SaaS Subscription with e-
Subpoena application included. This "Limited Edition" provides a SaaS package with one (1)
System Admin License and three (3) concurrent end user licenses and 5 GB of storage capacity.
Our licenses are concurrent, so this allows your Subpoena Liaison and up to 3 officers to access
the DocuPeak system at the same time. The DocuPeak euubpoena Limited Edition does not
include access to "Application Studio" and unlimited use of Webiplex Forms. Upgrade to our
unlimited Enterprise version is available.
The proposed cost for a one year subscription is $4,090.00. Software subscriptions are billed in
advance of service period.
Professional services are proposed at $3,100.00. This is a fixed price for configuration, testing,
training and implementation support. The project schedule for e-Subpoena application is
typically a 6 to 8 week process depending on the availability of your staff for configuring the
application and participation in testing with the Los Angeles County District Attorney's Office
and end user training. The DA's IT staff requires approximately two weeks for changes to the
DA's system to set up the e-delivery service.
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
Webip el
As we discussed, your DocuPeak SaaS system is an application platform which can be used to
configure other automated processes for your department in the future. Examples of potential
applications for the future include: document management, assignment tracking, HR forms and
Document workflow, project status reporting, grants administration, expense reimbursement,
training and certification history and other collaborative workflow applications. You can contract
with Webiplex for professional services to add these applications in the future. Applications can
be configured by your staff upon completion of our DocuPeak Application Development training
class.
Billing
The Police Department will be invoiced upon contract approval for 50% of the Professional
Services. The remaining 50% will be billed after application configuration and acceptance
testing is completed.
The software subscription will be billed upon contract approval. Your web portal will be
configured and made available to your staff for application configuration and testing. Based on
contract approval in January 2013 the subscription term is anticipated to be February 1, 2013
through January 31, 2014 (12 months). Your DocuPeak SaaS subscription can be renewed
annually.
We appreciate the opportunity to provide the City of Vernon with our proposal and look forward
to implementing your DocuPeak e-Subpoena System.
Sincerely,
Row RRUb D
Ron Rubino
Chief Operating Officer
4667 MacArthur Blvd Suite 310 ♦ Newport Beach, CA 92660
Phone: (949) 679-8703♦ FAX (949) 258-5190 ♦ www.webiplex.com
EXHIBIT B
EXHIBIT B
COMPENSATION SCHEDULE
City of Vernon: Webiplex Agreement 12
Weber'
COMPENSATION SCHEDULE
October 2, 2012
PRICE QUOTE DocuPeak SaaS Version with eSubpoena
Customer: City of Vernon Police Dept
Contact: Captain Jim Rodino: (323) 587-5171 ext 115; Jrodino@cov.pd.org
Price Quote Provided by: Ron Rubino, 949-683-6130, Ron@webiplex.com
EXHIBIT B
Software Subscription
Description
Costs
DP-SAASAP (eSub)
DocuPeak Application Platform (SaaS) with e-Subpoena App that
Includes, 1 Named System Admin License, three (3) concurrent end
users and 5 GB storage
$3,995.00
DP-SAASSB
DocuPeak Scan Bench Smart Client (Licensed Per Workstation)
$95.00
Annual Subscription Cost
$4,090.00
Professional Services
DP-SAASINSTALL
DocuPeak SaaS Portal Creation
$ 300.00
DP-SVCAPPL
Services to configure and test DocuPeak Subpoena Management
Application with e-Delivery of criminal subpoenas from LA District
Attorney's Office.
$ 1,995.00
DP-SVCTRAIN
Subpoena Management Application Training Program including
development of end user guide and train the trainer assistance.
$ 800.00
One-time Professional Services Cost
$ 3,095.00
TOTAL YEAR 1 SOFTWARE AND SERVICES COSTS
$ 7,185.00
Notes
1. The DocuPeak software subscription is billed annually in advance of the service period. The year 1 subscription term
will start February 1, 2013 and can be renewed annually. The DocuPeak Software subscription fee includes DocuPeak
software, server capacity, server operating and database systems, storage capacity, backup, software maintenance and
technical support
a. Software Subscription FiYear 2 Subscription Fee - 2/1/2014 to 1/31/2015
b. Software Subscription F-Year 3 Subscription Fee - 2/1/2015 to 1/31/2016
$4,090.00
$4,090.00
2. The DocuPeak SaaS version "Special Edition for e-Subpoena" has been purchased. The platform is limited to this
application. An upgrade to Enterprise unlimited application version is available. License includes 1 Named System
Admin License, three (3) concurrent end users and 5 GB storage. Also includes 1 Scan Bench workstation software utility
license. This will enable paper subpoena documents to be scanned and retained.
3. Professional Services include training for DocuPeak Subpoena Management application for City's Court Liaison staff
and end user Trainer(s). Services include preparation of an end user guide. The price quote assumes the City will use
"Train -the -Trainer" approach for end user training.
4. The DocuPeak Subpoena Management application will provide capability to receive criminal subpoena data from the
Los Angeles County District Attorney's Department. The application also allows other subpoenas such as Traffic,
Juvenile, DMV, Probation, Public Defender and third party attorneys to be entered into the system and utilize automated
notification features and reports.
5. This proposal is for a one year subscription term that will be billed in advance of the service period. The DocuPeak
SaaS subscription will renew annually unless termination notice is submitted.
6. The DocuPeak SaaS App Platform can be upgraded in the future to include DocuPeak Application Studio. This includes
unlimited use of Webiplex Forms and access to Easy Tree workflow designer and ProcessTree workflow configuration
tools. The upgrade will permit additional applications to be configured such as document management, service
requests, assignment tracking, asset management, human resource process workflow, expense reimbursement requests,
contract admin, budget preparation, POST certification tracker and grants administration.
7. The DocuPeak application platform can be upgraded to increase Concurrent End Users Licenses, storage capacity and
optional software modules. The current list price for optional add -on capacity, features and professional services are:
Upgrades Available for Software Subscription, Features and Storage Capacity
DP-SAASAP (Upgrade)
DocuPeak SaaS Application Platform Enterprise Edition Upgrade (SaaS).
Includes 2 concurrent End User Licenses and an additional 15 GB
storage capacity.
$3,000.00
DP-SAASFS
DocuPeak Formscape for Customized Web Form Design and Layout
$995.00
DP-SAASFCSC
DocuPeak File Capture Smart Client, Includes 1 FCSC Admin License
$395.00
DP-SAASSB
DocuPeak Scan Bench Smart Client (Licensed Per Workstation)
$95.00
DP-FEUL
DocuPeak End User License (Single Fixed End User)
$299.00
DP-SAASEULS
DocuPeak End User License (5 Concurrent)
$2,225.00
DP-SAASEUL10
DocuPeak End User License Subscription (10 Concurrent)
$4,205.00
DP-SAASEUL25
DocuPeak End User License Subscription (25 Concurrent)
$9,900.00
DP-ADDSTOR
Additional SaaS Storage/Backup Capacity (10GB)
$360.00
Professional Services
DP-SVCAPPL
DocuPeak Application Design Services (Hourly)
$225.00
DP-SVCCONV
Database and Image Conversion and Bulk Import (Hourly)
$175.00
DP-SVCTRAIN
DocuPeak Training (Hourly)
$150.00
DP-SVCADMIN
jDocuPeak System Admin Support Services (Hourly Based on
Quote Required
DP-DEVTRAIN
jDocuPeak Application Development Training (1 Day Class)
$2,500.00
EXHIBIT C
EXHIBIT C
DOCUPEAK SOFTWARE LICENSE
AND MAINTENANCE AGREEMENT
City of Vernon: Webiplex Agreement 13
' 6 bipl 1 of20
EXHIBIT C
SUMMARY OF TERMS
WEBIPLEX DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE
AGREEMENT
Licensee Entity: City of Vernon
Licensee Address: 4305 Santa Fe Ave, Vernon CA 90058
Client # 12-00160 Portal ID # 2290F526-4A28-4ab8-8DF6-OBB8AE3984F6
Business Point of Contact
Daniel Calleros
Interim Chief of Police
dcallerosna,covpd.org
(323) 587.5171 Phone
Technical Point of Contact
James Rodino (Jim)
Captain
irodinoacovpd.org
(323) 587-5171 ext 115
DocuPeak Software Licensed:
a. DocuPeak SaaS Application Platform (e-Subpoena Edition) with 5 GB of storage
capacity
b. Number of End Users Licenses: one (1) System Administrator and Three (3) concurrent
end user licenses
c. Scan Bench YES # of Licenses: one (1)
d. Formscape NO
e. File Capture Smart Client NO
Subscription Term: One year starting February 1, 2013. The subscription agreement will
renew annually unless notice to discontinue service is submitted.
The attached Webiplex DocuPeak Software as a Service (SaaS) License Agreement
("Agreement") governs the purchase and use of the licensed Purchased Services (as defined in
the Agreement) and any related services provided by Webiplex as specified on the Order Form(s)
or addendum thereto specifying the initial or additional Concurrent End Users licenses ("End
Users") and the classes thereof.
4667 MacArthur Blvd. Suite 310 • Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
V' 6 ipNe22of20
DOCUPEAK SOFTWARE AS A SERVICE (SaaS) LICENSE AGREEMENT
Webiplex, Inc. ("Webiplex", "us", "we", "our") grants to the licensee ("You" and
"Your") listed on the prior page entitled "Summary of Terms of DocuPeak Software as a Service
(SaaS) License Agreement' on the following terms and conditions:
INTRODUCTION
Software as a service consists of hosted computer server and storage services, DocuPeak
Application Platform Software, system administration, system management, future software
enhancements and system monitoring activities that Webiplex performs for Webiplex DocuPeak
software programs, and includes the right to use the Webiplex DocuPeak software program
technical support services as well as any other services provided by Webiplex, as set forth in the
Sales Agreement (collectively, the "Purchased Services").
The term "Purchased Services" includes any other programs, tools, internet-based
services, components and any updates (for example, maintenance, service information, help
content, bug fixes, or maintenance releases etc.) of the DocuPeak software that Webiplex
provides or makes available to You hereafter. All such programs, tools, and updates are
hereinafter referred to as "Updates and Upgrades." The software as a service subscription
includes updates and upgrades to the DocuPeak software that Webiplex makes available to other
users of the Purchased Services.
The term "Subscription Based Services" refers to the software products owned and
distributed by Webiplex and accessed by You via http://www2.webiplex.com or other designated
web portals to which Webiplex grants You access as part of the services, including program
documentation and any updates and upgrades provided as part of the Purchased Services.
The term "End Users" shall mean those individuals authorized by You or on Your behalf
and for which an "End User License" for the Purchased Services is in effect.
The term "Your data" refers to the digital documents and meta data entered by You that
resides in Your DocuPeak Application(s).
The term "DocuPeak Application" refers to configuration of data fields, web forms,
workflow rules, notifications, process steps, web services, data import or export interfaces, saved
filtered searches and reports created using the DocuPeak Application Platform that meet the
document and process management application requirements of End Users.
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1. NON- EXCLUSIVE LICENSE GRANT.
Subject to Your compliance with the terms and conditions of this Agreement, upon
acceptance of Your Order Form, Webiplex hereby grants You a non-exclusive, non-transferrable
license during the Subscription Term to use the Subscription Based Services solely for Your
internal business operations subject to the terms of this Agreement. You may allow Your End
Users to use the services for this purpose and You are responsible for Your End Users'
compliance with the agreement. The services are provided as described in, and subject to, the
services policies set forth from time to time on the Webiplex website or in the Order Form or
other materials and documentation supplied to You by us.
You acknowledge that Webiplex has no delivery obligation and will not ship copies of the
DocuPeak software programs to You as part of the Purchased Services. You agree that You do
not acquire under this Agreement any license to use the DocuPeak programs specified in the
Order Form or this Agreement document in excess of the scope and/or duration of the Purchased
Services other than any error, corrections, updates and supplements thereto provided to You by
us. Except as specifically provided herein, the DocuPeak software is the valuable intellectual
property of Webiplex, and that other than the license granted hereunder, You obtain no rights in
or to the software and any updates and upgrades. You understand that the non-exclusive license
granted hereunder does not entitle You to re -sell or otherwise exploit the DocuPeak software or
updates or upgrades or otherwise entitle You to generate income from the DocuPeak software.
Except as specifically provided herein, Webiplex retains all right, title, and interest,
including all intellectual property rights, relating to, or embodied in, the DocuPeak software and
any Updates and Upgrades. You understand that the non-exclusive license granted hereunder
does not entitle You to re -sell or otherwise exploit the DocuPeak software or Updates or
Upgrades or otherwise entitle You to generate income from the DocuPeak software.
This Agreement does not grant You any rights to trademarks or service marks of
Webiplex.
As additional consideration for this license, You agree to pay, in addition to the amounts
set forth on the cover page hereof, all applicable taxes and surcharges attributable to the license
granted hereunder.
You understand that by using the DocuPeak software You agree to be bound by the
"Restrictions" in Section 1 (c) below.
a. User License.
You may access and use the Purchased Services listed on the cover page solely by the
number of end users corresponding to the number of End User Licenses You purchased.
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b. Software Maintenance and Technical Support.
The purchase of Webiplex's DocuPeak Software Subscription Service includes Software
Maintenance and Technical Support Service. All such services shall be provided under and are
subject to Webiplex's Software Maintenance Program Description described in Exhibit A
herewith.
Webiplex provides optional technical and application support. Webiplex Purchased
Services Technical Services are available Monday through Friday, excluding holidays by
telephone and through e-mail between 8:00 am and 5:00 pm Pacific Standard Time. Also,
appointments can be scheduled with a Webiplex Systems Programmer/Analyst at a time
convenient to You to provide technical support services.
As described in the Software Maintenance Program Description, You will be
entitled to the following Webiplex services:
(i) Upgrades and releases of the Purchased Services that You licensed;
(ii) Access to the Webiplex corporate web site, which includes additional technical materials,
documentation, and technical support information related thereto;
(iii) Clients who complete DocuPeak Application Development training class will receive
access to a DocuPeak Sandbox Portal for development and training;
(iv)For customers using our "SaaS" version we provide server, storage, backup and third
party software technical support. This includes monitoring system performance, load
balancing, coordinating system upgrades and maintenance, monitor advanced backup
services and upgrades to capacity when required;
(v) Technical support for the customers' designated DocuPeak Applications Administrator.
We provide training to allow the Application Administrator to independently deal with
routine End User support such as adding users, deleting users, adding end users to
groups, updating tables for drop down lists and reset locked out end users.
(vi)You can purchase professional services from Webiplex to conduct requirements analysis,
application design, configuration and training for development of DocuPeak applications.
(vii) You acknowledge that additional charges will apply to in person services, including
reimbursement for travel expenses. All additional charges for services will be approved
by You prior to services being performed.
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c. Restrictions.
You are not licensed or permitted under this Agreement to do any of the following:
(i) Modify, adapt, translate, sell, rent or sublicense (including offering the Purchased
Services to third parties on an applications service provider or time-sharing basis)
(ii) You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise
reverse engineer the Purchased Services, except as otherwise expressly permitted by
applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights
notices (including copyright notices) of Webiplex or its licensors on or within the
Purchased Services or any copies of the Purchased Services.
(iii) All license transfers are subject to written approval by Webiplex and may be subject to a
transfer fee as agreed upon by Webiplex and City.
(iv) Allow any other person to access the Purchased Services unless You have obtained a
valid concurrent user license for such person.
(v) Make the Purchased Services available to any organization outside of the company to
which the Purchased Services is licensed in this Agreement. Providing access to Your
business partners or customers is strictly limited to completed applications providing
views of application data or documents and participation in workflow processes.
d. Right to Audit Your Use.
Webiplex reserves the right to audit user login and role security to verify that only the
authorized End Users have access to the Purchased Services.
2 OTHER AGREEMENTS.
You further acknowledge and agree that:
a. Your Other Obligations. Webiplex's obligations under this Agreement are subject to
Your agreement to, and performance of, Your obligations under this Agreement including the
following:
(i) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary to
complete the installation and set-up of the Purchased Services according to Your
business needs; and
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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(ii) Responding to Webiplex communications and requests for information, and
reviewing information provided or prepared by Webiplex including any work plans,
promptly and reasonably in advance of the installation of the Purchased Services,
notifying Webiplex of any errors.
b. Limitations of the Purchased Services and Use of Technical Support. The below
limitations apply to the Technical Support Services
(i) You will have up to 30 business days after the installation and training of the
Purchased Services to contact Webiplex Customer Services Department with any
questions related to Your initial DocuPeak Application Platform setup. After that
time, the Technical Support Services provided by Webiplex will be limited to the
Services described in Exhibit A, "Software Maintenance Program Description".
(ii) The in -person Technical Support Services may not be available in all cities
and states. Reasonable time prior to appointment for in-house services is needed
to schedule travel and assign staff.
(iii) Webiplex reserves the right to refuse to provide the Technical Support
Services to You and, in such instances, will refund any fees for Technical Support
Services paid by You to Webiplex.
c. Remote installation:
If the Webiplex Systems Programmer/Analyst is providing the Technical Services to
You remotely, the advisor may require control of Your computer via WebEx, Remote
Desktop or other similar remote computing access tools, in order to install software utility
programs for image and file capture and to assist You in configuration of Your applications.
You acknowledge and agree the Webiplex Technical Support staff may access Your
computer remotely for the purpose of providing the Services.
d. Use of the Purchased Services.
Our Responsibilities. We shall: (i) provide to You basic support for the Purchased
Services at no additional charge, and/or upgraded support if purchased separately, (ii) use
commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7
days a week, except for: (a) planned downtime (of which We shall give at least 8 hours
notice via the Purchased Services and which We shall schedule to the extent practicable
during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time
Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control,
including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil
unrest, acts of terror, strikes or other labor problems (other than those involving our
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employees), or Internet service provider failures or delays, and (iii) provide the Purchased
Services only in accordance with applicable laws and government regulations.
Your Responsibilities. You shall (i) be responsible for Subscription Users' compliance
with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality
of Your data and of the means by which You acquired Your data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Purchased Services, and
notify us promptly of any such unauthorized access or use, and (iv) use the Purchased
Services only in accordance with applicable laws and government regulations. You shall not
(a) make the Purchased Services available to anyone other than Subscription Users, (b) sell,
resell, rent or lease the Purchased Services, or (c) attempt to gain unauthorized access to the
Purchased Services or their related systems.
Usage Limitations. Services may be subject to other limitations, such as, for example,
limits on disk storage space, number of End Users and access to certain software tools or
functionality. The Services include periodic reports on usage limitations to enable You to
monitor Your compliance with such limitations.
e. Fees and Payment for Purchased Services.
User Subscription Fees. You shall pay all reasonable and agreed upon fees specified in all
Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are
quoted and payable in United States dollars (ii) fees are based on services purchased and not
actual usage, (iii) payment obligations are non -cancelable and fees paid are non-refundable, and
(iv) the number of End User subscriptions purchased cannot be decreased during the relevant
subscription term stated on the Order Form. User Subscription fees are based on annual periods
that begin on the subscription start date and each annual anniversary thereof, therefore, fees for
User Subscriptions added during a service period will be charged for the monthly periods
remaining in the subscription term.
Invoicing and Payment. You will provide us with a valid purchase order or alternative
document reasonably acceptable to us to confirm the order terms, conditions, system capacity,
scope of work and price. Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order Form. We will
invoice You in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
You are responsible for maintaining complete and accurate billing and contact information.
Overdue Charges. If payment is not received from You by the due date, then at our
discretion, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance
per month, or the maximum rate permitted by law, whichever is lower, from the date such
payment was due until the date paid, and/or (ii) we may, upon thirty (30) days' written notice,
condition future subscription renewals and Order Forms on payment terms shorter than those
specified herein regarding invoicing and payment.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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Suspension of Service and Acceleration. If any amount owing by You under this or any
other agreement for our services is 30 or more days overdue, we may, without limiting our other
rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all
such obligations become immediately due and payable and suspend our services to You until
such amounts are paid in full.
Disputes. The parties shall engage in good faith discussions concerning any dispute about
payments or services.
Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including but not limited to value-added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction
(collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases
hereunder. If we have the legal obligation to pay or collect Taxes for which You are responsible
under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You
provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, We are solely responsible for taxes assessable against it based on our income,
property and employees.
3. PRIVACY AND DATA USE.
The information we hold about You will be used to provide the Purchased Services
requested and as described in Webiplex Privacy Policies found at
https://www2.webil2lex.com/. You agree to be bound by the applicable Webiplex Privacy
Policy, as it may be amended from time to time. You exclusively own all rights, title and
interest in and to all of Your data. We reserve all rights, title and interest in and to the
Purchased Services.
The information we hold about You will be used to provide the Purchased Services requested
and as described in Webiplex Privacy Policies contained either in the Software, or at
https://www2.webiolex.com/. You agree to be bound by the applicable Webiplex privacy
policy, as it may be amended from time to time in accordance with its terms. You
exclusively own all rights, title and interest in and to all of Your data. We reserve all rights,
title and interest in and to the Purchased Services.
4. DISCLAIMER; NO WARRANTIES.
THE PURCHASED SERVICES, SERVICES, AND ANY CONTENT ACCESSIBLE
THROUGH THE PURCHASED SERVICES OR SERVICES ARE PROVIDED WITHOUT
WARRANTY "AS -IS" AND "AS AVAILABLE", TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WEBIPLEX, ITS AFFILIATES, LICENSORS, THIRD
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
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PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS
(COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PURCHASED
SERVICES, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS,
INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE,
MERCHANTABILITY, AND NON -INFRINGEMENT. WEBIPLEX DOES NOT WARRANT
THAT THE PURCHASED SERVICES OR SERVICES ARE SECURE OR FREE FROM
BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE PURCHASED
SERVICES OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, WEBIPLEX
DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR
CONTENT OR DATA THROUGH THE PURCHASED SERVICES. ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF
PURCHASE OR DELIVERY OF THE PURCHASED SERVICES, AS APPLICABLE.
HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE PURCHASED SERVICES AND ANY RELATED SERVICES OR CONTENT ARE
DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE
UNDERSTANDING THAT WEBIPLEX AND ITS SUPPLIERS ARE NOT ENGAGED IN
RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL
ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A
COMPETENT PROFESSIONAL SHOULD BE SOUGHT.
ANY WARRANTIES OR GUARANTEES GIVEN OR MADE BY WEBIPLEX WITH
RESPECT TO THE PURCHASED SERVICES (A) ARE SOLELY FOR THE BENEFIT OF
YOU AS THE REGISTERED USER OF THE PURCHASED SERVICES AND ARE NOT
TRANSFERABLE, AND (B) SHALL BE NULL AND VOID IF YOU BREACH ANY TERM
OR CONDITION OF THIS AGREEMENT.
5. LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES.
YOU AGREE THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY LOSS,
COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR
PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY
OF WEBIPLEX AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR
RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY
YOU FOR THE PURCHASED SERVICES UNDER THIS AGREEMNT,
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UNLESS OTHERWISE SEPARATELY AGREED BY WEBIPLEX IN WRITING. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBIPLEX AND ITS
SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING
TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS,
CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR
INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE PURCHASED
SERVICES WITH HARDWARE OR OTHER PURCHASED SERVICES THAT DOES NOT
MEET WEBIPLEX'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF WEBIPLEX, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WEBIPLEX AND YOU.
WEBIPLEX WOULD NOT BE ABLE TO HAVE PROVIDED THIS PURCHASED
SERVICES OR SERVICES WITHOUT SUCH LIMITATIONS BEING EXPRESSLY
AGREED UPON BY YOU.
6. INDEMNIFICATION.
Webiplex will indemnify, protect and hold harmless you, Your directors, officers,
employees and agents from and against any and all losses, liabilities, judgments, suits, actions,
proceedings, claims, damages or costs (including attorneys' fees as incurred) resulting from or
arising out of the infringement by Purchased Services upon any intellectual property right of any
third party provided that the System was used in compliance with this Agreement and the
Purchased Services' operating procedures.
7. TERMINATION.
Your rights under this Agreement may be terminated by Webiplex immediately and
without notice if You fail to comply with any term or condition of this Agreement or no longer
consent to receipt of electronic communications. Upon such termination, You must immediately
cease using the Purchased Services. Any termination of this Agreement shall not affect
Webiplex's rights hereunder. Webiplex shall have the right to change or add to the terms of its
Agreement at any time (provided that it is not Webiplex's intent that such change substantially
affect the license rights granted to You in Section 1 and for which consideration was paid by
You), and to change, delete, discontinue, or impose conditions on any feature or aspect of the
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Purchased Services or Services (including internet based services, pricing, technical support
options, and other product -related policies) upon notice by any means Webiplex determines in its
discretion to be reasonable, including sending You an email notification or posting information
concerning any such change, addition, deletion, discontinuance or conditions in the Purchased
Services.
8. AMENDMENT.
Except as provided in Section 7 above, the obligations of the parties pursuant to this
Agreement may not be released, discharged, supplemented, interpreted, amended, or modified in
any manner except in a writing signed by a duly authorized representative of each of the parties.
9. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and understanding between the Parties
with respect to the subject matter contained in this Agreement and supersedes any prior or
contemporaneous communications or proposals whether oral, written or electronic, between the
parties.
10. CHOICE OF LAW.
This Agreement will be governed by California law as applied to agreements entered
into and to be performed entirely within California, without regard to its choice of law or
conflicts of law principles that would require the application of law of a different jurisdiction,
and applicable federal law. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement.
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11. HEADINGS.
Headings are included for convenience only, and shall not be considered in interpreting
this Agreement.
12. DISPUTES: BINDING ARBITRATION.
In the event of any dispute with respect to any matter arising out of this Agreement or
any third party agreement with regard to controversies regarding this Agreement, as the same
may be amended or supplemented, such dispute shall be submitted to arbitration upon request of
any one or more of the disputants, which arbitration shall occur in Orange County, California
and in accordance with the rules of the American Arbitration Association. The decision and
award of the arbitration panel shall be final and binding upon the disputants, and judgment may
be entered thereon in accordance with applicable law in any court having jurisdiction thereof.
The agreement herein to arbitrate shall be specifically enforceable under applicable law in any
court having jurisdiction thereof. All costs of arbitration and the prevailing party' expert and
attorney' fees shall be borne by the non -prevailing party. The parties hereby waive their right to
a trial by jury. THE PARTIES WILL NOT RAISE IN CONNECTION HEREWITH, AND
HEREBY WAIVE, A TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE
VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL
JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN
ANY ACTION ARISING FROM SUCH DISPUTE.
13. NOTICES.
Any process in any action or proceeding commenced arising out of any such claim,
dispute or disagreement, may, among other methods, be served upon any party by delivering or
mailing the same, via registered or certified mail, addressed to a party at the address set forth
herein or such other address as You may designate. Any such delivery or snail service shall be
deemed to have the same force and effect as personal service in California.
14. MISCELLANEOUS.
Except as expressly set forth in this Agreement, this Agreement is a complete statement
of the agreement between You and Webiplex and sets forth the entire liability of Webiplex and
Your exclusive remedy with respect to the Client Software and its use. The suppliers, agents,
employees, distributors, and dealers of Webiplex are not authorized to make modifications to this
Agreement, or to make any additional representations, commitments, or warranties binding on
Webiplex. Any waiver of the terms herein by Webiplex must be in a writing signed by an
authorized officer of Webiplex and expressly referencing the applicable provisions of this
Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law,
then it shall be changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law, and the remaining provisions will continue in full
force and effect.
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15. EXPORT RESTRICTIONS.
You have been informed by Webiplex that this Purchased Services is subject to the U.S.
Export Administration Regulations (15 CFR, Chapter VII). You will not export or re-export this
product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2)
any end user who has been prohibited from participating in US export transactions by any federal
agency of the US government; or (3) any end user who You know or have reason to know will
utilize them in the design, development or production of nuclear, chemical or biological
weapons. You further acknowledge that this product may include technical data subject to
export and re-export restrictions imposed by US law.
16. U.S. GOVERNMENT.
The Purchased Services is a "commercial item," as that term is defined at 48 C.F.R. 2.101
(OCT 1995), consisting of "commercial computer Purchased Services" and "commercial
computer Purchased Services documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT
1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE
1995), all U.S. Government End Users acquire the Purchased Services with only those rights set
forth herein.
17. WEBIPLEX CONTACT INFORMATION
Webiplex, Inc
4667 MacArthur Blvd. Suite 310
Newport Beach, CA 92660
Phone: 949.679-8703, ext 101
Technical: Robert Rennie
CEO /CTO
RobR@webiplex.com
18. SOFTWARE MAINTENANCE PROGRAM DESCRIPTION
Webiplex's Software Maintenance Program Description describes software maintenance
and technical support services that are provided as part of the software subscription and, is
attached hereto as Exhibit A and incorporated by reference.
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APPROVAL
IN WITNESS WHEREOF, the parties have executed this SaaS License Agreement as of the date
set forth by their names below.
CUSTOMER: City of Vernon, CA
WEBIPLEX SIGNATURE
Name: Ronald S. Rubino
Title: Chief Operating Officer
Signature: R,. R Rb'MO
Date: 12/26/2012
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SOFTWARE MAINTENANCE PROGRAM DESCRIPTION
1. CUSTOMER SERVICES ("SOFTWARE TECHNICAL SERVICES")
(i) Webiplex provides optional Software Subscription and Technical Support. Software
Technical Services is available Monday through Friday, excluding holidays by telephone and
through e-mail between 8:00 am and 5:00 pm Pacific Standard Time. Also, appointments
can be scheduled with a Webiplex Software Technical Support at a time convenient to you to
provide support services.
(ii) Technical Support includes remote support for software bugs or technical assistance.
Professional services can be purchased from Webiplex for requirements analysis, application
design, configuration and training for development of DocuPeak applications. Additional
changes will apply to in person services, including reimbursement for travel expenses.
(iii) Webiplex professional services are available to provide you with an initial assessment of
application needs and provide a scope of work statement that will be used to estimate the
hours and cost for application development services. The assessment will also include
recommendations of what DocuPeak software version and end user licenses are needed based
on information you provided, if you do not already have such software. If you agree to
continue using the Services after your business needs assessment, you and the advisor will
schedule a mutually agreeable time for the advisor to install DocuPeak software on your
Application server (if you purchase an on -premise license). This service is typically provided
remotely. In person installation services can be purchased and scheduled. If you have
purchased DocuPeak software subscription, a web portal will be provided for access to the
DocuPeak application platform.
(iv) Webiplex is not providing to you, and the Services provided hereunder are not and shall
not be deemed or construed to be, legal, financial or investment advice or recommendations.
You should consult with your own legal, financial or investment advisors, as appropriate.
Further, you agree that Webiplex, Inc is not acting as your agent or fiduciary in connection
with your use of the Services.
(v) Webiplex's obligations under this Agreement are subject to your agreement to, and
performance of, your obligations under this Agreement including the following:
(1) Providing Webiplex (by such methods as email or fax or other electronic means)
with true, correct and complete business information, workflow information, user
names, document form types, security requirements and any other data necessary
to complete the installation and set-up of the DocuPeak software according to
your business needs; and
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(2) Responding to reasonable Webiplex communications and requests for
information, and reviewing information provided or prepared by Webiplex
including any work plans, promptly and reasonably in advance of the installation
of the DocuPeak software, notifying Webiplex of any errors.
(vi) Limitations of the Software Subscription and Technical Support.
The below limitations apply to the Technical Services.
(1) You will have up to 30 business days after the installation and training of the
software to contact Webiplex Software Technical Support Department with any
questions related to your initial DocuPeak installation and setup. After that time, the
Services provided by Webiplex will be limited to the hours per month specified in
your Software Subscription and Technical Support Agreement.
(2) Webiplex reserves the right to refuse to provide the Technical Support Services to
you upon 60 days written notice and, in such instances, will refund any fees for
Technical Support Services paid by you to Webiplex.
(vii) Remote DocuPeak Installation. For DocuPeak On -premise software and workstation
or server utilities, the Webiplex staff providing Technical Services to you remotely at your
request, may require control of your computer via Go -To -Meeting or other similar remote
computing access software tools, in order to install the DocuPeak software and the
customized data files on your computer. You acknowledge and agree the Webiplex
Technical Support staff may access your computer remotely for the purpose of providing the
Services.
2. FEEDBACK
Webiplex may provide you with a mechanism to provide feedback, suggestions and ideas
about its Software and Services ("Feedback").
3. PRIVACY
For details about Webiplex privacy policies, please refer to the DocuPeak Privacy Statement
found at httas://www2.webialex.com/. You agree to be bound by the applicable Webiplex
privacy policy, as it may be amended from time to time in accordance with its terms.
4. DISCLAIMER OF WARRANTIES
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
• ■ebip 17of20
DISCLAIMER; NO WARRANTIES.
THE PURCHASED SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE
PURCHASED SERVICES OR SERVICES ARE PROVIDED WITHOUT WARRANTY
"AS -IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
ANY WARRANTIES OR GUARANTEES GIVEN OR MADE BY WEBIPLEX WITH
RESPECT TO THE PURCHASED SERVICES (A) ARE SOLELY FOR THE BENEFIT OF
CLIENT AS THE REGISTERED USER OF THE PURCHASED SERVICES AND ARE
NOT TRANSFERABLE.
5. LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES.
CLIENT AGREES THAT IN NO EVENT WILL WEBIPLEX BE LIABLE FOR ANY
LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF CLIENT
RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES NOT OFFERRED BY
WEBIPLEX. THE ENTIRE CUMULATIVE LIABILITY OF WEBIPLEX FOR ANY
REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE PURCHASED SERVICES
UNDER THIS AGREEMENT, UNLESS OTHERWISE SEPARATELY AGREED BY
WEBIPLEX IN WRITING.
6. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT")
(a) Consent to Electronic Communications.
Webiplex may be required by law to send "Communications" (as defined below) to you
that may pertain to the Software, the use of information you may submit to Webiplex,
and the Third Party Services you choose. Additionally, certain of the Third Party
Services you choose may require Communications with the third parties who administer
these programs. You agree that Webiplex, on behalf of itself, and others who administer
such services (as applicable), may send Communications to you by e-mail or other
mutually agreed upon electronic communications service. You consent to receive these
Communications electronically. The term "Communications" means any notice, record,
agreement, or other type of information that is made available to you or received from
you in connection with the Software and the Third Party Services.
(b) Consenting to Do Business Electronically.
The decision whether to do business electronically using Webiplex DocuPeak software
is yours and you should consider whether you have the required hardware and software
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
W&iple 18of20
capabilities described below. Your consent to do business electronically, and our
agreement to do so, applies to this Agreement, the Software and any applicable Third
Party Services.
(c) Communication Requirements.
In order to access and retain an electronic record of Communications, you will need a
computer, a monitor, a connection to an Internet service provider, Internet browser
software that supports 128-bit encryption, and an e-mail address. By accepting the terms
of the license agreement, you are indicting your agreement to have each of these and the
means to access, and to print or download communications. We do not provide ISP
services. You must have your own Internet service provider.
(d) Withdrawal of Consent.
If you later decide that you do not want to receive future Communications electronically,
write to us at Webiplex, Inc at 4667 MacArthur Blvd, Suite #310, Newport Beach, CA
92660. Clearly state your desire to withdraw consent of electronic communication. If
you withdraw your consent to receive Communications electronically, we may terminate
your use of the Software and Third Party Services upon 60 days' written notice to that
affect.
(e) Changes to Your Email Address.
In order to provide you with the Communications, you agree to notify us promptly of
any change in your email address. You can do so by emailing us at
Services�c&webiplex.com (please include both your old and new email addresses).
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
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7. MISCELLANEOUS
Except as expressly set forth in this Agreement, this Agreement is a complete statement of
the agreement between you and Webiplex and sets forth the entire liability of Webiplex and
its Suppliers and your exclusive remedy with respect to the Software, Webiplex Services, and
Third Party Services and their use. The Suppliers, agents, employees, distributors, and
dealers of Webiplex are not authorized to make modifications to this Agreement, or to make
any additional representations, commitments, or warranties binding on Webiplex. Any
waiver of the terms herein by Webiplex must be in a writing signed by an authorized officer
of Webiplex and expressly referencing the applicable provisions of this Agreement. If any
provision of this Agreement is invalid or unenforceable under applicable law, the remaining
provisions will continue in full force and effect if the parties so agree in writing. This
Agreement will be governed by California law as applied to agreements entered into and to
be performed entirely within California, without regard to its choice of law or conflicts of
law principles that would require the application of law of a different jurisdiction, and
applicable federal law. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive
jurisdiction and venue in the state courts in Orange County, California or federal court for the
Southern District of California. Headings are included for convenience only, and shall not be
considered in interpreting this Agreement. As used in this Agreement, the word "including"
means "including but not limited to." This Agreement does not limit any rights that either
party has or may have under trade secret, copyright, patent or other laws.
8. TERMINATION AND AMENDMENT
Your rights under this Agreement may be terminated by Webiplex upon 60 days written
notice if you fail to comply with any term or condition of this Agreement or no longer
consent to receipt of electronic Communications, provided Client is given a reasonable
opportunity to cure. Upon such termination, you must immediately cease using the Software
and any Service, and delete or destroy all complete and partial copies of the Software,
including all backup copies. Any termination of this Agreement shall not affect Webiplex's
rights hereunder.
9. EXPORT RESTRICTIONS
You acknowledge that this software is subject to the U.S. Export Administration Regulations
(15 CFR, Chapter VII) and that you will comply with these regulations. You will not export
or re-export this product, directly or indirectly, to: (1) any countries that are subject to US
export restrictions; (2) any end user who has been prohibited from participating in US export
transactions by any federal agency of the US government; or (3) any end user who you know
or have reason to know will utilize them in the design, development or production of nuclear,
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
1 ►bbipl 20of20
chemical or biological weapons. You further acknowledge that this product may include
technical data subject to export and re-export restrictions imposed by US law.
10. U.S. GOVERNMENT.
The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995),
consisting of "commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S.
Government End Users acquire the Software with only those rights set forth herein.
4667 MacArthur Blvd. Suite 310 ♦ Newport Beach, CA 92660
(949) 679-8703 ♦ www.webiplex.com
Juarez, Debbie
From:
Arriola, Justin
Sent:
Wednesday, February 06, 2013 12:39 PM
To:
Juarez, Debbie
Subject:
RE: Webiplex
Yes, It was just approved!
Justin Arriola
Risk Management Dpt.
Jamola@cLvernon.ca.us
(323) 583-881 1 ext:315
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential
information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby
notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED.
If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without
reading or saving in any manner.
From: Juarez, Debbie
Sent: Wednesday, February 06, 2013 10:45 AM
To: Arriola, Justin
Cc: Martinez, Marisela
Subject: FW: Webiplex
Hi Justin. Has the insurance been approved?
4)ebora(,9uarez
Records ManadementAssistant
Uty of `Uenloit - City CG;rk's Office
4305 Santa TeUenue
'Pennon, C✓4 90058
(323) 583-8811
From: Martinez, Marisela
Sent: Wednesday, February 06, 2013 10:35 AM
To: Juarez, Debbie
Subject: Webiplex
Karina approved it and attached insurance documents.
2.
STAFF REPORT
RECEIVEDSTAFF
POLICE DEPARTMENT
JAN 0 S 2013
CITY& 'S OFFIlnuary 2, 2013
TO: Honorable Mayor and City Council
FROM: Daniel Calleros, Police Chief 01
RE: \ Webiplex Electronic Subpoena Management Software
Purpose
RECEIVED
JAN 0 2 20113
CITY ADMINISTRATION
The purpose of this report is to obtain approval from City Council for the execution of an
agreement with Webiplex, Inc. for the purchase of subpoena management software
using federal asset forfeiture funds.
Executive Summary
Approval of this purchase will allow the Police Department and the Los Angeles County
District Attorney's Office to automate the process of subpoena delivery to Vernon Police
officers using electronically delivered subpoenas.
Background
The Los Angeles County Civil Grand Jury (CGJ) examined the electronic subpoena
distribution process (e-Subpoena) for law enforcement agencies (LEAs). They
investigated the process of subpoena distribution by the Los Angeles District Attorney's
Office (DA) and related LEAs. The CGJ discovered that the volume of paper and
associated tracking involved time consuming manual effort, both for the DA as well as
the LEAs receiving the subpoenas.
In the current system, law enforcement personnel and civilians are served with paper
subpoenas. Paper subpoenas are delivered by hand from East Los Angeles Court and
mailed to Police Department from other courts. Subpoenas are served to officers on
their next work day and to other witnesses by Department personnel. This paper
process accounts for frequent delays in the service of subpoenas. Officers and
witnesses must adjust their personal and professional schedules to appear in court,
often with short notice. It has not been uncommon for officers to receive subpoenas
notifying them of the need to appear in court on the day before or on the day of the
hearing. The electronic subpoena system (e-Subpoena) will provide subpoenas to
officers faster and more efficiently than the current DA paper system.
The e-Subpoena is a means of delivering subpoenas to law enforcement personnel
throughout the County electronically and receiving "proof of service" automatically. The
DA / Department Court Liaison Officer will initiate and send an email notification
subpoena. When the officer opens their email and responds that they received it,. the
prosecutor will receive confirmation. The system will also be used to notify an officer
when they are no longer needed to appear and/or for rescheduling.
Police Department staff evaluated the e-Subpoena system used by Santa Monica and
Inglewood Police Departments. Each of the police departments highly recommended
the software for ease of use, operability, and dependability as well as the Webiplex
Company for its customer service and reliability.
The Webiplex subpoena management system is a secure electronic delivery (e-
delivery) and management system for subpoenas. Webiplex is the only software
service provider authorized to provide delivery of Los Angeles County District Attorney
subpoenas. The system reduces man hours required to process subpoenas thereby
giving Police Department staff more time to address other task.
Recommendation
Staff recommends City Council to approve the agreement to authorize the sole -source
purchase from Webiplex Inc., using federal asset forfeiture funds.
Legal Review
The City Attorney's Office has approved the agreement as to form
Fiscal Impact
The total cost to purchase this system is $7,185.00 ($3,095.00 One-time Set-up and
Training Fee plus $4,090.00 IT Host Support Service for one year). Thereafter, the
Police Department would incur an annual fee of $4,090.00 for the IT Host Support
Service. The Police Department will use federal asset forfeiture funds for this purchase
and future annual fees.
Attachments
0 Webiplex Docupeak Software as a Service License Agreement