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CAG2001-0426 - Original - F.Y.I. Image, Inc. - Purchase & Install of Document Imaging System - 03/26/2001
Agreement Between F.Y.I. Image, Inc. and the City Of Kent, Washington for the Purchase and Installation of a Document Imaging System KENT W A S H I N C T O N FINAL Agreement Between F.Y.I. Image and the City of Kent, WA for the Purchase and Installation of a Document Imaging System Table of Contents 1. DEFINITION OF TERMS.................................................................................................................................1 2. CONTRACT TERM...........................................................................................................................................3 3. SURVIVORSHIP................................................................................................................................................3 4. GENERAL...........................................................................................................................................................3 5. VENDOR ROLE AND SUBCONTRACTORS................................................................................................3 6. SERVICES...........................................................................................................................................................4 7. PRICING..............................................................................................................................................................5 8. ADVANCE PAYMENT PROHIBITED...........................................................................................................5 9. TAXES..................................................................................................................................................................5 10. INVOICE AND PAYMENT................................................................................................................................5 11. WITHHOLDING PAYMENTS..........................................................................................................................6 12. OVERPAYMENTS TO VENDOR.....................................................................................................................6 13. PROJECT PLANS...............................................................................................................................................7 14. REPORTS.............................................................................................................................................................7 15. REPORTING REQUIREMENTS......................................................................................................................7 16. VENDOR PROJECT MANAGER.....................................................................................................................8 17. VENDOR PROJECT STAFF.............................................................................................................................8 18. VENDOR CONTRACT MANAGER.................................................................................................................8 19. SUPPLEMENTAL CONTRACTS.....................................................................................................................9 20. GENERAL............................................................................................................................................................9 City of Kent 1 F.Y.I.Image Contact Table of Contents FINAL 21. CHANGES WITHIN THE SCOPE..................................................................................................................10 22. CHANGES OUTSIDE THE SCOPE................................................................................................................10 23. TITLE AND OWNERSHIP OF EQUIPMENT,SOFTWARE AND OTHER WORK PRODUCTS........11 24. SOFTWARE DELIVERY.................................................................................................................................14 25. RISK OF LOSS AND SHIPPING.....................................................................................................................14 26. VENDOR SOFTWARE INSTALLATION AND SET-UP.............................................................................14 27. ENGINEERING CHANGES—SOFTWARE..................................................................................................14 28. SOFTWARE SPECIFICATIONS....................................................................................................................14 29. SOFTWARE STANDARD OF PERFORMANCE AND ACCEPTANCE TESTING................................14 30. SOFTWARE UPGRADES AND ENHANCEMENTS....................................................................................15 31. SOFTWARE MAINTENANCE AND SUPPORT SERVICES......................................................................15 32. SOFTWARE DOCUMENTATION.................................................................................................................16 33. INSTALLATION(SITE)SECURITY.............................................................................................................17 34. USE OF PURCHASER'S PROPERTY AND FACILITIES..........................................................................17 35. VENDOR COMMITMENTS,WARRANTIES,AND REPRESENTATIONS............................................17 36. YEAR 2000 COMPLIANCE WARRANTY....................................................................................................18 37. PHYSICAL MEDIA WARRANTY..................................................................................................................18 38. NO SURREPTITIOUS CODE WARRANTY.................................................................................................18 39. PROTECTION OF PURCHASER'S CONFIDENTIAL INFORMATION.................................................18 40. SUBPOENA........................................................................................................................................................19 41. TERMINATION FOR DEFAULT...................................................................................................................19 42. TERMINATION FOR CONVENIENCE........................................................................................................19 43. TERMINATION FOR WITHDRAWAL OF AUTHORITY.........................................................................20 44. TERMINATION FOR NON-ALLOCATION OF FUNDS............................................................................20 45. TERMINATION FOR CONFLICT OF INTEREST.....................................................................................20 46. TERMINATION PROCEDURE......................................................................................................................20 47. DISPUTES..........................................................................................................................................................21 48. ATTORNEYS'FEES AND COSTS.................................................................................................................22 City of Kent 11 F.Y.I.Image Contact Table of Contents FINAL 49. NON-EXCLUSIVE REMEDIES......................................................................................................................22 50. FAILURE TO PERFORM................................................................................................................................22 51. LIMITATION OF LIABILITY........................................................................................................................22 52. NOTICES............................................................................................................................................................23 53. SECTION HEADINGS,INCORPORATED DOCUMENTS AND ORDER OF PRECEDENCE............23 54. ENTIRE AGREEMENT...................................................................................................................................24 55. ADDITIONAL SERVICES AND EQUIPMENT............................................................................................24 56. AUTHORITY FOR MODIFICATIONS AND AMENDMENTS..................................................................24 57. PURCHASER CONTRACT ADMINISTRATOR..........................................................................................24 58. VENDOR'S ACCOUNT MANAGER..............................................................................................................24 59. INDEPENDENT STATUS OF VENDOR........................................................................................................24 60. GOVERNING LAW AND CHOICE OF FORUM.........................................................................................25 61. SUBCONTRACTORS/THIRD PARTY VENDORS......................................................................................25 62. ASSIGNMENT...................................................................................................................................................25 63. PUBLICITY........................................................................................................................................................25 64. REVIEW OF VENDOR'S RECORDS.............................................................................................................25 65. PATENT AND COPYRIGHT INDEMNIFICATION....................................................................................26 66. SAVE HARMLESS............................................................................................................................................26 67. INSURANCE......................................................................................................................................................27 68. INDUSTRIAL INSURANCE COVERAGE....................................................................................................27 69.LICENSING STANDARDS...............................................................................................................................27 70. O SHA/WISHA....................................................................................................................................................27 71. UCC APPLICABILITY.....................................................................................................................................27 72. ANTITRUST VIOLATIONS............................................................................................................................28 73. COMPLIANCE WITH CIVIL RIGHTS LAWS............................................................................................28 74. QUIET POSSESSION AND USAGE...............................................................................................................28 75. SEVERABILITY................................................................................................................................................28 76. WAIVER.............................................................................................................................................................28 City of Kent 111 F.Y.I.Image Contact Table of Contents FINAL 77. TREATMENT OF ASSETS..............................................................................................................................28 78. VENDOR'S PROPRIETARY INFORMATION...................................................................... ....29 .................. 79. AUTHORITY TO BIND....................................................................................................................................29 80. COUNTERPARTS.............................................................................................................................................29 EXHIBITS A. Request for Proposal EDMS Project&Addendums B. Vendor's Response to RFP C. Demonstration Agenda D. Follow-up Questions to Demonstration and Vendors Response E. Vendor's Price Proposal F. Compensation G. Statement of Work&Deliverables H. Optika Software Maintenance Agreement City of Kent iv F.Y.I.Image Contact Table of Contents FINAL CONTRACT BETWEEN CITY OF KENT AND F.Y.I.IMAGE PARTIES This Contract is entered into by and between the City of Kent,a municipal corporation under the laws of Washington State(hereinafter referred to as the"City"or"Purchaser")and F.Y.I.Image-Seattle a division of PMI Imaging Systems,Inc.a New Jersey corporation with Federal ID#22-2367277 licensed to conduct business in the state of Washington under UBI number 601608993(hereinafter"Vendor"), located at 444 NE Ravenna Blvd Suite 209,Seattle,WA 98115 for the purpose of providing a document management and imaging solution. RECITALS WHEREAS,the City issued a Request for Proposals,hereinafter"RFP"dated 09-29-00,(Exhibit A)for the purpose of obtaining a system of software for the imaging, storage and retrieval of documents, in accordance with its authority under Chapter 43.105 RCW; and, WHEREAS,F.Y.I. Image submitted a timely proposal to the City's RFP(Exhibit B);and, WHEREAS,the City evaluated all proposals properly submitted in response to the above-referenced RFP and has identified F.Y.I. Image as the apparently successful Vendor;and, WHEREAS, the City has determined that entering into a Contract with F.Y.I. Image will meet the needs of the City and will be in the City's best interest; NOW THEREFORE,the City awards to F.Y.I. Image this Contract which shall govern Vendor's furnishing to the City the imaging software and related services indicated in Exhibits A through H which are incorporated herein by this reference. IN CONSIDERATION of the mutual promises hereinafter set forth,the parties agree as follows: DEFINITIONS 1. Definition of Terms Terms used throughout this Contract shall have the meanings set forth below. "Acceptance"shall mean a written notice from the City to the Vendor that the Equipment and Software has passed its Acceptance Testing. "Acceptance Date"shall mean the date upon which the City accepts the Equipment and Software as provided in the sections titled Standard of Performance and Acceptance for Equipment,and Software Standard of Performance and Acceptance Testing. "Acceptance Testing"shall mean the standards to be met by the Equipment and Software prior to Acceptance by the City,as set forth in the sections titled Standard of Performance and Acceptance for Equipment and Software Standard of Performance and Acceptance Testing. "Business Days and Hours"shall mean Monday through Friday, 8:00 a.m.to 5:00 p.m.,Pacific Time, except for holidays observed by the state of Washington. "Contract"shall mean this document,all exhibits,and amendments hereto. "The City of Kent"shall mean the same as"Purchaser"for the purposes of this contract. "Equipment"shall mean the scanner,jukebox and any other Equipment properly added to this Contract. "Equipment Failure"shall mean a malfunction in the Equipment,excluding external factors,which prevents the accomplishment of the Equipment's intended function(s). If macrocode or Vendor-supplied operating software and/or firmware,residing in the Equipment, is necessary for the proper operation of the City of Kent 02123101 F.Y.I.Image Contract Page 1 of 30 FINAL Equipment,a failure of such operating software and/or firmware which prevents the accomplishment of the Equipment's intended function(s)shall be deemed to be an Equipment failure. "Exhibit A"shall mean the Request for Proposal for an Enterprise Document Management System issued by the City on August 18,2000 "Exhibit B"shall mean the Vendor's response to proposal dated September 29, 2000 "Installation Date"shall mean the date by which all Equipment and Software ordered hereunder shall be in place,in good working order and ready for Acceptance Testing. "License Fee"—shall mean annual software assurance fee paid to vendor on an annual basis. Fee provides for bug fixes,upgrades and technical telephone support supplied by Vendor to the Purchaser. "The City Contract Administrator"shall mean that person designated by the City to administer this Contract on its behalf as further defined in the section titled Purchaser Contract Administrator "Order Document"shall mean any the City document and attachments thereto specifying the Software to be purchased from the Vendor under this Contract. "Purchaser"shall mean the City of Kent,any division,section, office,unit or other entity of the City or any of the officers or other officials lawfully representing the City services. Additional purchasers may be identified via"follow-on use"contract provisions such as and including any division,section, office,unit, and officers or officials of any lawfully represented local government agency. "Purchaser Contracting Officer"shall mean the City's Information Technology Director, or the person to whom signature authority has been delegated in writing.This term includes,except as otherwise provided in this Contract, an authorized representative of the Contracting Officer acting within the limits of his/her authority. "RFP"shall mean the Request for Proposal used as a solicitation document in this procurement,as well as all amendments and modifications thereto. "Related Services/Services"shall mean those services provided under this Contract and related to the Software being acquired or licensed and the scope of this Contract, and includes such things as installation services,maintenance,training, etc. "Software" shall mean for all software requested by the RFP, the object code version of computer programs and any related documentation, excluding maintenance diagnostics. Software also means the source code version,where provided by Vendor. "Specifications"shall mean the technical and other specifications set forth in the RFP,Exhibit A,and any additional specifications set forth in Vendor's Proposal,Exhibit B,collectively. "Standard of Performance"shall mean the criteria which must be met before Equipment and Software can be accepted by the City,as set forth in the sections titled Standard of Performance and Acceptance of Equipment and Software Standard of Performance and Acceptance. The Standard of Performance also applies to all additional,replacement or substitute Equipment or Software,and Equipment or Software, which is field modified by Vendor after Acceptance. "Subcontractor"shall mean any firm,provider,organization, individual, or other entity(other than an individual in the employment of the Vendor)who has been retained by Vendor as permitted under the terms of this Contract to perform all or part of the services under this Contract under a separate contract with the Vendor. The term"Subcontractor"means Subcontractor(s)of any tier. "Vendor"shall mean the F.Y.I. Image—Seattle division of PMI Imaging Systems,Inc.,a New Jersey Corporation. City of Kent 02123101 Pa F.Y.L Image Contract ge 2 of 30 FINAL "Vendor's Account Manager"shall mean a representative of the Vendor who is designated by the Vendor in writing as the primary contact person whom the City Contract Administrator shall work with for the duration of this Contract unless replaced,with advance the City approval,by another representative. CONTRACT TERM 2. Contract Term 2.1. Initial Contract Term-The initial term of this Contract shall begin upon execution of this contract and shall terminate on September 30,2002. The date of execution shall be the date of the signature,latest in time. 2.1.1. Initial Software License Term: Notwithstanding the initial term of this Contract,the initial software license term shall be indefinite,based upon the perpetual license purchased. 2.1.2. Initial Equipment and Software Maintenance Services. The initial term for maintenance of both software and equipment shall be for up to four(4)years commencing one day following expiration of Vendor's provided warranty for each. 2.2. Subsequent Contract Terms -The term of this Contract may be extended by four(4)additional one(1) year terms:PROVIDED,the extensions shall be at the option of the City and shall be effected by written notice of intent to extend this Contract sent to the Vendor not less than thirty(30)calendar days prior to the expiration of the then current Contract term and Vendor accepting such extension prior to the expiration of the then current Contract term. No change in terms and conditions shall be permitted during these extensions unless specifically set forth in this Contract. 3. Survivorship 3.1. All transactions executed pursuant to the authority of this Contract shall be bound by all of the terms, conditions,price discounts and rates set forth herein,notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further,the terms, conditions and warranties contained in this Contract that,by their sense and context,are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. In addition,the terms of the sections titled Disputes,Limitation of Liability,Patent and Copyright Indemnification, and Protection of the City's Confidential Information shall survive the termination of this Contract. PROJECT SCOPE 4. General 4.1. Vendor agrees to sell and the City agrees to purchase the Products described in Exhibit A(Vendors Price Proposal). 4.2. Changes in the scope of the Project which add,delete or alter Deliverables described in Exhibit G (Statement of Work and Deliverables)shall be effective only when mutually agreed upon by both parties in writing and approved using the Change Order process as specified in this Agreement. 5. Vendor Role and Subcontractors 5.1. Vendor shall be responsible for performance of its obligations as described herein,including serving for the Project as the primary Vendor for and integrator of the various components,provided by the Vendor and its Subcontractors, if any. Vendor may, with prior written permission from the City,enter into subcontracts with third parties for its performance of any part of the Vendor's duties and obligations. City of Kent 02123101 Pa¢e 3 of 30 F.Y.I.Image Contract FINAL Any such approval may be rescinded upon 10 days written notice for reasonable cause. The City reserves the right(exercisable upon written notice to Vendor)to reject or refuse admission to any Vendor or Subcontractor personnel whose workmanship, in the reasonable judgment of the City,is deemed to be substandard. Vendor's use of any Subcontractor shall not cause the loss of any warranty from Vendor or any Equipment or component manufacturer. 5.2. Vendor shall remain solely responsible and liable to the City for the proper performance of and the quality of any work performed by any and all Subcontractors. In no event shall the existence of a subcontract operate to release or reduce the liability of Vendor to the City for any breach in the performance of Vendor's duties. Vendor further agrees to indemnify, defend and hold harmless the City for acts or omissions of its Subcontractor as described in Section 18 of the Contract. 5.3. Vendor shall require any Subcontractor to provide the City and State and federal auditors with access to a Subcontractor's records to the extent necessary to conduct audits. In the event that the City consents to subcontracting,Vendor shall include in all subcontracts the following provision: "This Agreement is a subcontract under the terms of a prime contract with the City of Kent." 5.4. In the event the City consents to subcontracting,all appropriate provisions of this Contract and any amendments thereto shall extend to and be binding upon and inure to the benefit of the successors, assignees,or delegates of the respective parties. 6. Services 6.1. Time is of the Essence In performing its obligations under this Contract,Vendor understands and agrees that time is of the essence in connection with Vendor's performance under this contract. 6.2. Standards of Work Vendor represents and warrants that it shall perform all Services required under this Contract in a professional manner, and in accordance with the Specifications set forth in the RFP attached as Exhibit A. Vendor shall re-perform any Services not in compliance with this warranty brought to its attention by the City within a reasonable time after the applicable Services are performed. 6.3. Necessary Resources 6.3.1. Except as specifically provided in this Section,Vendor shall provide the personnel and any other materials and resources necessary for the performance of its Services. The City shall provide: workspace at its facility for all Vendor's staff including reasonable office furniture,supplies local telephone service,Network Access, and copying as approved by the City and as necessary for Vendor to perform the Services,and access to the City's Contract Manager. Vendor staff must provide all necessary equipment not mentioned in this section. 6.3.2. The Vendor shall ensure that its Project staff is on site at the City facility in Olympia during the periods specified in the detailed Statement of Work and Deliverables. The Vendor's Project Manager shall be on-site as mutually determined by the Contract Manager and the Vendor's Project Manager to ensure an acceptable level of Project Planning, coordination,and management of the Project. 6.4. Reference Check on Vendor Staff and Subcontractors Due to the confidential nature of the information and materials,which will be accessible to Vendor,the City may conduct a reference check on Vendor staff or Subcontractors to be used to provide the Services. The City reserves the right(exercisable upon written notice to Vendor)in its sole discretion to reject for reasonable cause any proposed Vendor staff or Subcontractor as a result of information produced by such reference checks. City of Kent 02123101 Pa¢e 4 of 30 F.Y.I.Image Contract FINAL PRICING, INVOICE and PAYMENT 7. Pricing 7.1. The Vendor agrees to provide the Software, Software License(s),Maintenance and other Related Services at the costs,rates,and fees set forth below and in the Vendor Price Proposal attached as Exhibit A,as specified in the Vendor's proposal dated September 29,2000 and all subsequent material submitted by Vendor,attached as Exhibit B to this contract. No other costs,rates,or fees shall be payable to the Vendor. 7.2. Software Maintenance and Support Fees -Upon expiration of the Vendor-provided warranty as set forth in the section titled Vendor Commitments,Warranties and Representations and upon election by the City to receive maintenance and support Services from the Vendor,the City shall pay maintenance and support fees to the Vendor calculated sixteen percent(16%)of the Vendor's then current license fee for the Software product. Software maintenance and support fee increases shall be capped at five percent (5%)annually from one year to the next and may only be increased on the anniversary of the Execution Date of this Contract. 7.2.1. Upgrade Fees—Except as provided in Section 30.Vendor agrees to provide at least one minor upgrade at no charge(for example from Acorde 2.0 to 2.50),but may charge the City for major upgrades to the left of the decimal point. Charges will be based on published prices. 7.3. Such costs,rates,and fees may not be increased during the term of this Contract,except as explicitly authorized by terms elsewhere in this contract. 7.4. If the Vendor reduces its list prices for any of the Equipment, Software,Maintenance or Related Services during the term of this Contract,the City shall have the immediate benefit of such lower prices and rates for new purchases. Vendor shall send notice to the City Contract Administrator with the reduced list prices within fifteen(15)business days of the reduction taking effect, and Vendor shall send updated price lists to the City quarterly. 7.5. At least 120 calendar days before the end of the then current term of this Contract,the Vendor may propose purchase price and maintenance and support(service)rate increases by written notice to the City Contract Administrator. The proposed fixed cost price and/or rate increases shall not be inconsistent with the other terms of this Contract or the RFP regarding future rate increases. The City Contract Administrator when determining whether to extend this Contract will take Price adjustments into consideration. 8. Advance Payment Prohibited No advance payment shall be made for the Software and Related Services furnished by Vendor pursuant to this Contract. At the City's discretion,maintenance payments,if any,may be exempted from this limitation. 9. Taxes The City will pay sales and use taxes imposed on the Software or Related Services acquired hereunder. The Vendor will pay all other taxes including,but not limited to,Washington Business and Occupation Tax,taxes based on the Vendor's income, or personal property taxes levied or assessed on the Vendor's personal property to which the City does not hold title. The City,as a municipal corporation,is exempt from property tax. 10. Invoice and Payment 10.1. The Vendor will submit properly itemized invoices and/or vouchers to the City's Contract Manager, who shall promptly review such invoices and advise Vendor of any discrepancies. All invoices City of Kent 02123101 F.Y.I.Image Contract Page S of30 FINAL submitted must meet with the approval of the Contract Manager or his or her designee prior to payment. Vendor shall not submit invoices for Deliverables,or their associates' Services(sub-contractors or third- party providers)until receipt of notice from the City that Acceptance has occurred. Professional Services shall be invoiced separately. Invoices must reference this Agreement and shall provide and itemize,as applicable: a) Contract name: EDMS Project b) Professional services c) Software License d) Date of delivery and/or date of installation and set up; e) Vendor's list price for each item; f) Applicable discounts; g) Monthly maintenance charges; h) Net invoice price for each item; i) Applicable taxes; j) Shipping costs; k) Other applicable charges; 1) Total invoice price;and m) Payment terms including any available prompt payment discounts. 10.2. Such payments shall be due and payable within thirty(30)calendar days after receipt and Acceptance of such Software,or Services or thirty(30)calendar days after receipt of properly prepared invoices, whichever is later. 10.3. Incorrect or incomplete invoices will be promptly returned by the City to the Vendor for correction and re-issuance. 10.4. The contract title EDMS Project must appear on all invoices,bills of lading,packages,and correspondence relating to this Contract. The City shall not honor drafts,nor accept goods on a sight draft basis. 10.5. If the City fails to make timely payment,Vendor may invoice the City one percent(1%)per month on the amount overdue or a minimum of$1.00. Payment will not be considered late if a check or warrant is postmarked within the period provided for in Section 10.2. 11. Withholding Payments 11.1. The City shall have the right to withhold any and all payments due hereunder(including payments due for Deliverables for which Acceptance has been previously provided,but payment not yet made,and for Deliverables which have not been accepted)if Vendor fails to deliver any of the Deliverables or to provide Services which satisfy Vendor's obligations hereunder. 11.2. The City may withhold all or any such moneys due and payable to Vendor after notice is provided to the Vendor,without penalty,until such Failure to perform is cured or otherwise adjudicated. 11.3. Due to the length of time the contract covers,this will be a problem with Hardware and Software Deliverables. 12. Overpayments to Vendor Upon notice thereof,Vendor shall promptly refund to the City the full amount of any erroneous payment or overpayment to which Vendor is not entitled pursuant to this Contract. City of Kent 02123101 Page 6 of 30 F.Y.I.Image Contract FINAL PROJECT MANAGEMENT ADMINISTRATION 13. Project Plans 13.1. Statement of Work and Deliverables. Vendor shall revise the Project Statement of Work submitted in the Response,which is included in Exhibit B with the City's collaboration to reflect Project changes and/or additional detail since its initial submission. The revised Project Statement of Work and Deliverables submitted prior to the Effective Date includes all tasks expected of both the Vendor and the City. The revised Project Statement of Work and Deliverables is hereby attached and incorporated into this agreement by reference. 13.2. Project Statement of Work Updates. Vendor shall update the Statement of Work and Deliverables regularly(no less than biweekly)and as otherwise necessary throughout the Project to accurately reflect the status of milestones, 13.3. Changes Subject to Mutual Agreement.Any changes or updates to the Statement of Work that affect the dates for any of the Deliverables must be agreed upon in writing by both parties. 14. Reports All Reports shall be produced in formats approved by the City and delivered in accordance with the timeframes set forth in the Project Statement of Work and Deliverables and the terms of this Contract. 15. Reporting Requirements During the term of this Agreement,Vendor shall produce the Reports and the parties shall participate in the meetings described below. 15.1. Weekly Meetings or Conference Calls. Vendor's Project Manager or designee shall participate in weekly meetings or conference calls with the Contract Manager. These weekly meetings or conference calls shall follow an agenda jointly prepared by the Contract Manager and Vendor's Project Manager, but will also allow both Vendor and the City to discuss other issues that may concern either party. 15.2. Weekly Status Reports. Brief written status Reports shall be provided by Vendor which describe the previous week's activities, including problems encountered and their disposition,results of tests, whether or not deadlines were met,and any problems that may have arisen and that need to be addressed before proceeding to the next activities. Vendor's proposed format and level of detail for the status Reports shall be subject to the City's approval. 15.2.1. Status Report and Meetings. Vendor's Project Manager,along with appropriate Vendor's representatives shall attend status meetings as requested by the City with the Contract Manger and selected the City executives. In preparation for such meetings,Vendor shall submit a status Report which will be due in the Contract Manager's office no later than two working days prior to any scheduled meeting during the term of the Contract. The narrative portion of the Report will address,at a minimum,the following: 15.2.2. Overall status of the project in reference to the Project Statement of Work and Deliverables; 15.2.3. Deliverable status; 15.2.4. Problems and issues encountered and actual resolutions; 15.2.5. Proposed changes to the Project Statement of Work and Deliverables 15.3. Special Reports. As reasonably requested by the City,Vendor's Project Manager shall assist the Contract Manager in preparing special briefing Reports. City of Kent 02123101 F.Y.I.Image Contract Page 7 of 30 FINAL 16. Vendor Project Manager Vendor will assign to this Contract as Vendor's Project Manager an individual of a management level sufficient to assure timely responses from all Vendor personnel. Vendor agrees and represents that Vendor's Project Manager will be fully qualified to perform the tasks required of that position under this Contract. Vendor's Project Manager shall be responsible for acting as a liaison with the Contract Manager and shall function as Vendor's authorized representative for all management and administrative matters not inconsistent with the provisions contained herein. Vendor's Project Manager shall be able to make binding decisions pursuant to this Contract for Vendor. If Vendor's Project Manager is removed,replaced or terminated,or terminates his or her employment with the Vendor,Vendor will promptly provide notice to the City.Vendor shall promptly submit a resume and seek and obtain the Contract Manager's written approval of the replacement Project Manager prior to Vendor's final appointment of the proposed replacement. 17. Vendor Project Staff 17.1. A list of the Vendor's Project team,including names,roles and resumes of key Project participants,is to be included within Exhibit B. Vendor will also provide to the City the specific job description for Vendor's key Project positions. 17.2. Staffing commitments made in Exhibit B shall not be changed without the prior written approval of the City, subject to such staff's completely leaving Vendor and its affiliated organizations without the City's approval for reasons outside Vendor's reasonable control, e.g. due to retirement,illness or leaving for a job at a new,unaffiliated company. Staffing will include the named key individuals at the levels of effort proposed. Vendor must receive the City's prior written approval for any permanent or temporary changes to or deletions from F.Y.I. Imaged management,supervisory, and professional personnel, subject to such staffs leaving Vendor and its affiliated organizations without the City's approval for reasons outside the Vendor's reasonable control. 17.3. During the term of this Contract,the City reserves the right to approve or disapprove Vendor's and any Subcontractor's staff assigned in the Contract,to approve or disapprove any proposed changes in staff, or to require the removal or reassignment of any Vendor or Subcontractor staff found unacceptable by the City. 18. Vendor Contract Manager Throughout the term of this Agreement,the City shall have a designated Contract Manager.As of the date of this Agreement,the City's contract manager is Jim McKenney. The City shall give Vendor prompt written notice whenever the City changes its designated Contract Manager. Vendor's point of contact in matters of Project management will be the Contract Manager or her or his designee. In her or his Project management role,the Contract Manager will be responsible for supervision of all tasks identified in the RFP,the Proposal, and Project Statement of Work and Deliverables,including the following: 18.1. Coordinating the reporting,review and quality assurance process; 18.2. Facilitating the effective participation of City staff; 18.3. Resolving questions raised by Vendor requiring clarification of the City requirements,policies,and procedures; 18.4. Administering and managing the Contract; 18.5. Monitoring the progress of all principal Project participants, including Vendor and other State entities; 18.6. Providing Acceptance for all Deliverables and approving payments;and City of Kent 02123101 F.Y.I.Image Contract Page 8 of 30 FINAL 18.7. Facilitating the timely resolution of issues raised by principal Project participants. The City shall give the Contract Manager adequate support to carry out the responsibilities under this Agreement. 19. Supplemental Contracts The City may undertake or award contracts for work related to the Contract,or any portion thereof. Vendor shall cooperate with such other vendors and the City in all such cases. Vendor will ensure that all Subcontractors will abide by this provision. DELIVERABLES 20. General Vendor shall provide the City with the Deliverables and sub-deliverables described in Exhibit G and this agreement.Vendor shall utilize the Vendor's expert knowledge;the Vendor's own Response for Proposal,and this Agreement as the basis of the Deliverables. Vendor shall retain backup copies in writing and on electronic media where appropriate of all Deliverables until 60 days after Acceptance and shall provide the City on its request with a copy thereof until that time,at no additional cost. Vendor shall deliver all Deliverables to the Contract Manager at the City's location at 220 South Fourth Avenue,Kent Washington, 98032. Where applicable, such Deliverables shall be delivered in hard copy form in the number of copies designated by the City and on electronic media and in formats designated by the City. 20.1. Acceptance Procedures—General. The City shall, at its sole discretion,determine whether each Deliverable and then the System as a whole meet the specified Acceptance criteria. The City will not have accepted any Deliverable or the System until each meets the Acceptance criteria set forth in the RFP including,but not limited to, Section 29 entitled"Standard of Performance and Acceptance of Software".The City will notify the Vendor,in writing,after each submitted Deliverable has met the above-referenced standards of performance and the Specifications and receives the City's Acceptance. 20.2. Equipment and Software Use Training-At the time of installation of the Equipment and Software, whichever is later,the Vendor will provide training. Such training shall be sufficiently thorough to instruct,and certify, if required, such staff in the use of the Equipment and Software. This will include, as a minimum,user training(full client and web client), system administrator training,applications development training. Initial training shall be completed in time for the staff to operate the Equipment and Software in the required fashion with minimum Vendor aid. 20.2.1. The starting dates of the training will be as agreed by the parties. 20.2.2. The training fees,whether separately stated under the pricing sections of this Contract or included in the cost of the Equipment and/or Software,shall cover all costs of training. The City shall not be responsible for any additional Vendor costs for training required pursuant to this section. 20.3. The City shall have the right,so long as the Software licensed hereunder is in use by the City,to give instruction to the City's personnel,in all courses described above and all revisions thereto without charge,using materials supplied by the Vendor. Such use by the City of Vendor's materials shall include the right to reproduce the same solely for the permitted use,which use and reproduction shall not be deemed to violate or infringe upon any patent, copyright,or other proprietary right of the Vendor. 20.4. Vendor agrees to provide the Software and Related Services described in the Statement of Work and Deliverables,attached as Exhibit G to this contract for the provision of an Enterprise Document Management System as described in the City's RFP and the Vendor's proposal attached as Exhibits A and B to this contract. City of Kent 02123101 F.Y.J.Image Contract Page 9 of 30 FINAL CHANGE ORDERS 21. Changes Within the Scope 21.1. Changes Within the Scope Either party may, at any time by a written Change Order,request a change within the scope of the Contract. Such changes may include without limitation modification of technical Specifications, procedures,Documentation, Services or Application Software. 21.2. Mandated Changes and Corrections 21.2.1. The City may,at any time by a written Change Order,make changes to the System required in the City's judgment by new Federal or State law or regulation that require additional resources or an accelerated schedule. The City will issue a Change Order to Vendor specifying the scope of the change and expected completion date. The Change Order shall be subjected to the same terms and conditions of the Contract unless otherwise specified in the Change Order,and the response under Section 21.2.3,and agreed upon between both parties. 21.2.2. However,correction of any Failures and full implementation of all systems capabilities in accordance with the Specifications,including those resulting from a Change Order,are the Vendor's responsibility to provide. 21.2.3. Response Either party shall respond in writing to a Change Order request within ten working days of receipt. If the City has initiated the change order,then the Vendor shall advise the City of any cost and schedule impacts. When there is a cost impact, i.e., increase or decrease in Charges,Vendor shall advise the City in writing of the increase or decrease involved,including a breakdown of the number of staff hours by level of personnel needed to effect this change. 21.3. Agreement Vendor,Contract Manager and Contracting Officer shall negotiate in good faith and in a timely manner as to the price and the impact on the Schedule of any Change Orders. If the parties reach an agreement in writing,the terms hereof shall be modified accordingly. 21.4. Disagreement If the parties are unable to reach an agreement in writing within ten working days of the Vendor's Response to a Change Order,the Contract Manager and the Contracting Officer may make a determination of the revised price and Schedule,and the Vendor shall proceed with the work according to such price and schedule, subject to the Vendor's right to appeal the determination of the price and/or Schedule pursuant to Section 47"Disputes". Nothing in this Section shall in any manner excuse Vendor from proceeding diligently with the Contract, as changed by the Change Order. 21.5. Termination If Vendor fails or refuses to perform its Services pursuant to a Change Order,Vendor shall be in material breach of this Contract,and the City shall have the right to terminate this Contract for such a breach. 21.6. Preparation of Change Orders Vendor shall not charge the City for time spent preparing Change Orders. 22. Changes Outside the Scope Changes outside of the scope of this Contract will be effective only when mutually agreed upon by the parties and a written Amendment is executed by authorized representatives of each party. City of Kent 02123101 F.Y.I.Image Contract Page 10 of 30 FINAL VENDOR'S RESPONSIBILITIES 23. Title and Ownership of Equipment, Software and Other Work Products 23.1. Software License Grant-Vendor grants to the City a non-exclusive,royalty free,non-transferable perpetual license to use the Software and related documentation according to the terms and conditions of this Contract. The City may modify any Vendor application Software and may combine such with other programs or materials to form a derivative work,provided that upon discontinuance or termination of the license,the Vendor application Software will be removed from the derivative work and,at the City's option,either destroyed or returned to Vendor. Should the City modify the software installed by F.Y.I., F.Y.I.will not be responsible for maintenance and support of the said software to the extent that it is affected by the modification. 23.1.1. The City will not decompile or disassemble any Software provided under this Contract or modify Software that bears a copyright notice of any third party. 23.1.2. The City may copy each item of Software to multiple hard drives. 23.1.3. The City will make and maintain no more than one archival copy of each item of Software,and each copy will contain all legends and notices and will be subject to the same conditions and restrictions as the original. The City may also make copies of the Software in the course of routine backups of hard drive(s)for the purpose of recovery of hard drive contents. 23.1.4. The initial license term for all Software provided pursuant to this contract shall be perpetual. 23.1.5. In the event that Vendor shall,for any reason,cease to conduct business,or cease to support the Software licensed under this Contract,the City shall have rights of quiet enjoyment,but subject to payment obligations not to exceed the then current rates. 23.1.6. Vendor understands that the City may provide information-processing services to other users that are customers of the City, such as state and local governments and other political subdivisions and tax supported entities. Software delivered hereunder may be used in the delivery of these Services. Vendor acknowledges and agrees that said use of Software products is acceptable under the licensing agreements contained herein. 23.1.7. The City may move Software from one device to another provided such Software is completely removed from the first device after a reasonable testing period on the new device. 23.1.8. Vendor, as Licensor,hereby warrants and represents to the City as licensee that Vendor is the owner of the Software licensed hereunder or otherwise has the right to grant to the City the licensed rights to the Software provided by Vendor through this Contract without violating any rights of any third party,and that there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by Vendor. 23.1.9. Vendor shall maintain all title, copyright, and other proprietary rights in the Software. The City does not acquire any rights,express or implied,in the Software,other than those specified in this Contract. 23.1.10. Source Code Escrow. The City may,at its sole discretion,require the Vendor to enter into a Source Code Escrow Agreement for those products,which the City considers critical. Specific terms and conditions,as well as pricing,shall be negotiated between the City,Vendor and Escrow Agent. 23.2. Note to Vendors: Should the City deem it necessary to enter into an escrow agreement,the specific terms and conditions of that agreement would be similar to the terms and conditions set forth here: 23.3. Source Code Escrow Package Definition. The term"Source Code Escrow Package"shall mean the following: (a) A complete copy in machine-readable form of the source code and executable code of the Licensed Software; City of Kent 02123101 RY.1.Image Contract Paze I 1 of 30 FINAL (b) A complete copy of any existing design documentation and user documentation;and/or (c) Complete instructions for compiling and linking every part of the source code into executable code for purposes of enabling verification of the completeness of the source code as provided below. Such instructions shall include precise identification of all compilers, library packages, and linkers used to generate executable code. 23.4. Delivery of Source Code into Escrow. Vendor shall deliver a Source Code Escrow Package to the Escrow Agent,provided that Vendor,the City and Escrow Agent shall first enter into a supplementary escrow agreement titled Escrow Contract. Vendor and the City shall use their best efforts to enter into such an Escrow Contract as soon as possible after the date of this Contract,but not later than thirty(30) days or other reasonable time, including consideration of whether the Escrow Contract should be entered into at the same time as this contract. 23.5. Delivery of New Source Code into Escrow. When and if, from time-to-time during the term of this Contract,term of license or term of maintenance and support Services,Vendor provides the City with a maintenance release or upgrade version of the Licensed Software,Vendor shall within ten(10)business days thereafter deposit with the Escrow Agent,in accordance with the Escrow Contract,a Source Code Escrow Package for the maintenance release or upgrade version,and give the City notice of such delivery. 23.6. Verification of Source Code Escrow Package. The City, at its option and expense,may request that the completeness and accuracy of any Source Code Escrow Package be verified. 23.6.1. Such verification may be requested once per Source Code Escrow Package. 23.6.2. Such verification will be conducted by the Escrow Agent or,upon at least ten(10)business days prior notice to Vendor,by another party(the"Verifier")reasonably acceptable to Vendor(after full disclosure to Vendor of information reasonably requested by Vendor about the Verifier). 23.6.3. Prior to conducting the verification,the Verifier shall first execute a form of confidentiality agreement prepared by Vendor and precluding the Verifier from disclosing any information about the source Code Escrow Package to the City other than whether the Source Code Escrow Package was found to be complete and accurate. 23.6.4. Unless otherwise agreed at the time by Vendor and the City,verification will be performed on-site at Vendor's premises,utilizing Vendor's equipment and software, at a time reasonably acceptable to Vendor. Vendor shall make technical and support personnel available as reasonably necessary for the verification. 23.6.5. Vendor may at its discretion designate a representative to accompany the Source Code Escrow Package at all times,and to be present at the verification. The Verifier will be the City's sole representative at the verification. 23.6.6. The responsibility for the completeness and accuracy of the verification will be solely that of the Verifier. Neither the Escrow Agent,if different from Verifier,nor Vendor shall have any responsibility or liability to the City for any incompleteness or inaccuracy of any verification. 23.7. Escrow Fees. All fees and expenses charged by the Escrow Agent will be borne by Vendor. 23.8. Release Events for Source Code Escrow Package. The Source Code Escrow Package may be released from escrow to the City,temporarily or permanently,solely upon the occurrence of one or more of the following"Escrow Release Events"defined below: 23.8.1. The Vendor becomes insolvent,makes a general assignment for the benefit of creditors,files a voluntary petition of bankruptcy,suffers or permits the appointment of a receiver for its business or assets,becomes subject to any proceeding under any bankruptcy or insolvency law,whether domestic or foreign; 23.8.2. the Vendor has wound up or liquidated its business voluntarily or otherwise and the State has compelling reasons to believe that such events will cause the Vendor to fail to meet its warranties City of Kent 02123101 F.Y.I Image Contract Pa¢e 12 of 30 FINAL and maintenance obligations in the foreseeable future; or 23.8.3. The Vendor voluntarily or otherwise discontinues support of the provided products or fails to support the products in accordance with its warranties and maintenance obligations. 23.9. Release Event Procedures. If the City desires to obtain the Source Code Escrow Package from the Escrow Agent upon the occurrence of an Escrow Release Event,then: 23.9.1. The City shall comply with the procedures set forth in the Escrow Contract to document the occurrence of the Release Event; 23.9.2. The City shall maintain all materials and information comprising the Source Code Escrow Package in confidence in accordance with the section in this Contract titled,Vendor's Proprietary Information; 23.9.3. If the release is a temporary one,then the City shall promptly return all released materials to Vendor when the circumstances leading to the release are no longer in effect;and 23.9.4. The City shall promptly respond, fully and completely,to any and all requests for information from Vendor concerning the City's use or contemplated use of the Source Code Escrow Package. 23.10.Equipment Title-Upon successful completion of Acceptance Testing and receipt of the City's letter of Acceptance,the Vendor shall convey to the City good title to the Equipment, excluding licensed software, free and clear of all liens,pledges,mortgages,encumbrances,or other security interests. Transfer of title to the Equipment does not include transfer of title to Vendor's Software. Software offered by Vendor under this Contract is offered only under a license-to-use, as defined in the sections titled"Equipment and Maintenance and Documentation" and"Software License Grant". 23.11.Purchased Services 23.11.1. Related Services shall be performed pursuant to the specifications set forth in the City's solicitation document(s)and the terms and conditions of the agreement between them,which incorporate by reference terms and conditions of this Agreement. Future Statements of Work executed by the City and Vendor for Purchased Services will designate the project or task objectives, scope of work to be performed, deliverables to be provided,Vendor's roles and responsibilities,the City's roles and responsibilities,desired start and stop dates,primary work site, a list of necessary materials,the maximum cost for the Purchased Services,and any other special requirements. 23.11.2. Unless otherwise provided,data,which originates from this Contract shall be"works for hire"as defined by the U.S. Copyright Act of 1976 and shall be owned by the City. Data shall include, but not be limited to,reports,documents,pamphlets,advertisements,books,magazines, surveys, studies,computer programs,films,tapes,and/or sound reproductions. Ownership includes the right to copyright,patent,register and the ability to transfer these rights. 23.11.3. Data which is delivered under this Contract,but which does not originate therefrom, shall be transferred to the City with a nonexclusive,royalty-free, irrevocable license to publish,translate, reproduce,deliver,perform,dispose of,and to authorize others to do so:PROVIDED,that such license shall be limited to the extent which the Vendor has a right to grant such a license. The Vendor shall exert all reasonable effort to advise the City,at the time of delivery of data furnished under this Contract,of all known or potential infringements of privacy or other intellectual property contained therein and of any portion of such document which was not produced in the performance of this Contract. The City shall receive prompt written notice of each notice or claim of copyright infringement received by the Vendor with respect to any data delivered under this Contract. The City shall have the right to modify or remove any restrictive markings placed upon the data by the Vendor. 23.11.4. Vendor shall not use or in any manner disseminate such work product or program to any third party without the prior written permission of the City.Vendor shall take all reasonable steps necessary to ensure that its agents,employees, or Subcontractors shall not copy or duplicate any programs or work products or any portion thereof,in any form,or make any disclosure with City of Kent 02123101 F.Y.I.Image Contract Paxe 13 of 30 FINAL reference thereto to any third party. 24. Software Delivery 24.1. The Vendor shall deliver the Software ordered pursuant to this Contract on or before April 5,2001. Professional Services under the terms of this contract will be completed on or before June 30,2002.For any exception to this Delivery Date,the Vendor must notify the City and obtain prior approval in writing. 24.2. All deliveries of Software must be made at 220 South Fourth Avenue,Kent,WA 98032 and must be prearranged with the City Contract Administrator. 25. Risk of Loss and Shipping The Vendor shall ship all Software licensed pursuant to this Contract, freight prepaid,FOB the City's destination. The method of shipment shall be consistent with the nature of the Equipment or Software and hazards of transportation. Regardless of FOB point,Vendor agrees to bear all risks of loss, damage,or destruction of the Software licensed,hereunder which occurs prior to Acceptance,except loss or damage attributable to the City's fault or negligence;and such loss,damage,or destruction shall not release Vendor from any obligation hereunder. After Acceptance,the risk of loss or damage shall be borne by the City, except loss or damage attributable to the Vendor's fault or negligence. 26. Vendor Software Installation and Set-up 26.1. The City shall prepare the environment to house the Equipment based upon written requirements provided by Vendor in Exhibit B,as modified in writing and agreed to by the parties. Vendor's specialists shall be available to provide required consultation related to environment preparation at no extra cost to the City apart from the costs presented in Vendor's Response. Any requirements for the environment not disclosed in Vendor's Response will be completed by Vendor at no additional cost to the City. 26.2. Vendor shall install the Licensed Software on the City's designated computer system(s)in accordance with the requirements set forth in the RFP or as otherwise agreed in writing by the parties. 27. Engineering Changes—Software Vendor warrants that installation of any engineering changes as Vendor may from time to time require or recommend shall not cause the performance of the Software modified to be materially degraded below the Specifications at the time of installation of the same. Any such changes will be installed at a mutually agreed upon time. Engineering changes will not decrease or cancel any Vendor commitment,warranty or representation. 28. Software Specifications Software Specifications are listed and described in the RFP and the Vendor's proposal attached hereto as Exhibits A and B,and by this reference made a part hereof, as though completely set forth herein. Vendor warrants that products delivered hereunder shall perform in accordance with these specifications. 29. Software Standard of Performance and Acceptance Testing 29.1. During Performance(and Acceptance)Testing,as defined in this section,the City shall conduct tests as it deems appropriate concerning whether the Licensed Software appears to be capable of being effectively utilized in the City's operating environment. 29.2. The Performance Testing shall commence on a date mutually agreed upon by the City and Vendor after installation of the Licensed Software by Vendor. City ofKent 02123101 F.Y.I.Image Contract Page 14 of 30 FINAL 29.3. Subject to possible extensions as indicated below,the Performance Testing shall end 30 calendar days after testing commences. 29.4. The Performance Testing may be extended in accordance with the following procedures: 29.4.1. If the City determines, at its reasonable discretion at any time prior to the end of the Performance Testing period,that the Licensed Software appears to be deficient or unsuitable for the City's use for any reason,then the City may,at its discretion,promptly notify Vendor,specifying in the notice the respects in which the Licensed Software is deemed to be deficient or unsuitable. 29.4.2. If the City gives such notice to Vendor during the period beginning five(5)business days prior to the expiration of the Performance Testing period,then the expiration of the Performance Testing will be postponed for five(5)business days to permit Vendor to evaluate the reported deficiency or unsuitability,unless otherwise specified in the City's notice. 29.5. If the parties agree to extend the Performance Testing to permit Vendor to correct deficiencies,then the Performance Testing period will be extended by the lesser of. (a)the amount of time actually taken by Vendor to deliver a corrected version,or(b)any maximum amount of time agreed to by Vendor and the City. 29.6. The City may: (a)accept the Licensed Software subject to the terms and conditions of this Contract or (b)at its reasonable discretion,reject the Licensed Software if it fails to conform to the Specifications in the Contract,RFP,and/or Vendor's proposal, in either case by written notice to the Vendor at any time during the Performance Testing period. The date,if any,on which the City accepts the Licensed Software is referred to as the"Acceptance Date." 29.7. The Warranty and Maintenance periods shall begin on the Acceptance Date. 30. Software Upgrades and Enhancements 30.1. Vendor shall supply, at no added cost,updated versions of the Software for a period twelve months from acceptance of software following completion of Phase IV,all upgrades from the software vendors to operate on upgraded versions of operating systems;updated versions of the Software which encompass improvements,extensions,or other changes which are deemed to be logical improvements or extensions of the original products supplied to the City; and interface modules which are developed by the Vendor for interfacing the Software to other Software products. 31. Software Maintenance and Support Services Vendor shall provide a replacement copy or correction service at no additional cost to the City for any error, malfunction,or defect,if any,in the Vendor-supplied Software which,when used as delivered,fails to perform in accordance with Vendor's officially announced technical specifications or Vendor's proposal, and which the City shall bring to Vendor's attention. Vendor shall undertake such correction service as set forth below and shall use its best efforts to make corrections in a manner,which is mutually beneficial. Vendor shall disclose all known defects and their detours or workarounds to the City. In addition,Vendor shall provide the following Services: 31.1. Telephone Support-Vendor will provide telephone support,toll-free in the United States,to the City during Business Days and Hours. Vendor's telephone service shall include but is not limited to the following services: 31.1.1. Assistance related to questions on the use of the subject Software; 31.1.2. Assistance in identifying and determining the causes of suspected errors or malfunctions in Software; 31.1.3. Advice on detours or workarounds for identified errors or malfunctions,where reasonably available; City of Kent 02123101 Page 15 of 30 F.Y.L Image Contract FINAL 31.1.4. Information on errors previously identified by the City and reported to Vendor and detours to these where available; and 31.1.5. Advice on the completion and authorization for submission of the required form(s)reporting identified problems in the Software to Vendor. 31.2. Vendor's Software Bug List-Vendor shall provide the City a copy of its current"Software Bug List"on a monthly basis,unless the parties agree to a different frequency of reporting. 31.3. On-line Support-Vendor may execute on-line diagnostics from a remote Vendor location to assist in the identification and isolation of suspected Software errors or malfunctions. 31.4. Error and Malfunction Service-Within four(4)business hours of receiving oral or written notification by the City of identified errors or malfunctions in the Software,Vendor will either: 31.4.1. Provide the City with detour or code correction to the Software error or malfunctions. Each detour or code correction will be made available in the form of either a written correction notice or machine-readable media and will be accompanied by a level of documentation adequate to inform the City of the problem resolved and any significant operational differences resulting from the correction which is known by Vendor, or 31.4.2. Provide the City with a written response describing Vendor's then existing diagnosis of the error or malfunction and generally outlining Vendor's then existing plan and timetable, subject to the City's approval,for correcting or working around the error or malfunction. 31.5. Maintenance Release Services-Vendor will provide error corrections and maintenance releases to the Software,which have been developed by Vendor. Such releases shall be licensed to the City pursuant to the terms and conditions of this Contract. Each maintenance release will consist of a set of programs and files made available in the form of machine-readable media and will be accompanied by a level of documentation adequate to inform the City of the problems resolved including any significant differences resulting from the release,which are known by Vendor. Vendor agrees that each maintenance release of Software will be compatible with the then current unaltered release of Software applicable to the computer system. 31.6. On-Call Support -If a problem occurs which significantly impacts the City's usage of the Licensed Software and remains unidentified or unresolved either by detour or permanent correction after the City has taken the Vendor-prescribed action,Vendor will dispatch a representative to the system location during business days and hours,which representative must arrive within four(4)hours of the City's call. Vendor will provide or make available: 31.6.1. Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Software. 31.6.2. On-site consultation on correction or detour of identified errors or malfunctions. 31.6.3. Advice and assistance on completion of form to report errors or malfunctions to Vendor as specified in the reporting procedure. 31.7. When Vendor performs Services pursuant to this Contract which require the use of the City's computer system(s),the City agrees to make it available at reasonable times and in reasonable time increments, and in no event will the City charge the Vendor for such system use. 32. Software Documentation 32.1. Vendor will provide Software documentation at installation of this Software or as otherwise mutually agreed,in the form of the same number of manuals as licensed users of the Software or another mutually agreed number of manuals, adequate for use of Software ordered under the sections of this Contract. Manual upgrades will be provided on a no-charge basis through the Vendor's local sales and service office. City of Kent 02123101 Paze 16 0(30 F.Y.I.Image Contract FINAL 32.2. For all Vendor Software furnished to the City within the scope of this Contract,the Vendor agrees that in the event it withdraws its support,if any,from such Software,it will immediately furnish to the City, if requested,at no additional cost, sufficient documentation to permit the City to maintain,modify or enhance such purchased or Licensed Software. 32.3. Vendor grants to the City the right to copy or otherwise reproduce manuals and documentation furnished pursuant to this section,for use within the scope of this Contract at no additional charge. 33. Installation (Site) Security While on the City's premises,Vendor, its agents, employees,or Subcontractors shall conform in all respects with physical,fire,or other security regulations communicated to Vendor. 34. Use of Purchaser's Property and Facilities 34.1. Any property of the City furnished to the Vendor shall be used only for the performance of this Contract. The City must provide reasonable space and adequate utilities,including telephone services, to the Vendor for installation and maintenance of the equipment with reasonable access to the premises. 34.2. The Vendor shall be responsible for any loss or damage to property of the City which results from willful misconduct or negligence on the part of the Vendor or which results from the failure on the part of the Vendor to maintain and administer that property in accordance with sound management practices to ensure that the property will be returned to the City in like condition to that in which it was furnished to the Vendor. Upon the happening of loss,or destruction of,or damage to any the City property,the Vendor shall notify the City thereof and shall take all reasonable steps to protect that property from further damage. 34.3. The Vendor shall surrender to the City all property belonging to the City upon completion,termination, or cancellation of this Contract. All reference to the Vendor under this section shall include any of its employees,agents, or subcontractors. 34.4. Vendor shall ensure its employees,agents or subcontractors comply fully with all the City regulations and policies establishing a weapon-,drug-,alcohol-,and smoke-free work place. 35. Vendor Commitments,Warranties, and Representations 35.1. Any written commitment(as defined in Section 35.2)by the Vendor within the scope of this Contract shall be binding upon the Vendor. Failure of the Vendor to fulfill such a commitment may constitute breach and shall render the Vendor liable for liquidated or other damages due the City under the terms of this Contract. 35.2. For purposes of this Contract, a commitment by the Vendor,which must be in writing and signed by the Project Manager expressly acknowledging such commitment to be intended to be a written commitment pursuant to Section 35 ,includes: 35.2.1. Prices, discounts,and options committed to remain in force over a specified period of time; 35.2.2. Any warranty or representation made by the Vendor in a proposal as to Software performance or any other physical,design or functional characteristics of a machine, Software package,system, training,services,or other products within the scope of this Contract; 35.2.3. Any warranty or representation made by the Vendor concerning the characteristics or items above, contained in any literature,descriptions,drawings or specifications accompanying or referred to in a proposal; 35.2.4. Any modification of or affirmation or representation as to the above which is made by Vendor in writing during the course of negotiation whether or not incorporated into a formal amendment to the proposal in question;and City of Kent 02123101 F.Y.I.Image Contract Paze 17 of 30 FINAL 35.2.5. Any representation by the Vendor in a proposal,supporting documents or negotiations subsequent thereto as to training to be provided,services to be performed,prices and options committed to remain in force over a fixed period of time or any other similar matter regardless of the fact that the duration of such commitment may exceed the duration of this Contract. 36. Year 2000 Compliance Warranty Vendor warrants that the Software provided pursuant to this Contract is Year 2000 compliant. This warranty includes a representation that dates on and after the year 2000 do not cause computational problems nor do these dates diminish the functionality of the Software including,but not limited to,date data century recognition,calculations that accommodate same century and multi-century formulas and date values,year 2000 leap year calculations,and date data interface values that reflect the century. Failure to comply with Year 2000 requirements shall entitle the City to a refund of the initial license fee as liquidated damages. 37. Physical Media Warranty 37.1. Vendor warrants to the City that each licensed copy of the Licensed Software provided by Vendor is and will be free from physical defects in the media that tangibly embodies the copy(the"Physical Media Warranty"). The Physical Media Warranty does not apply to defects discovered more than ninety(90) calendar days after the date of Acceptance of the Software copy by the City. 37.2. The Physical Media Warranty does not apply to defects arising from acts of non-Vendor employees, agents,or subcontractors after the media has left Vendor's control in cases of theft,vandalism,fire, water, acts of God or other perils beyond the control of Vendor. 37.3. The City shall be entitled to replacement by Vendor,at Vendor's expense including shipping and handling costs,of any Software copy provided by Vendor that does not comply with this warranty. 38. No Surreptitious Code Warranty 38.1. Vendor warrants to the City that no copy of the Licensed Software provided to the City contains or will contain any Self-Help Code nor any Unauthorized Code as defined below. The warranty is referred to in this Contract as the"No Surreptitious Code Warranty." 38.2. As used in this Contract,"Self-Help Code"means any back door,time bomb,drop dead device,or other Software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than a licensee of the Software. Self-Help Code does not include Software routines in a computer program, if any,designed to permit an owner of the computer program(or other person acting by authority of the owner)to obtain access to a licensee's computer system(s)(e.g. remote access via modem)for purposes of maintenance or technical support. 38.3. As used in this Contract,"Unauthorized Code"means any virus,Trojan horse,worm or other Software routines or components designed to permit unauthorized access to disable,erase,or otherwise harm Software, Equipment,or data;or to perform any other such actions. The term Unauthorized Code does not include Self-Help Code. 38.4. Subject to Section(limitations of liability),Vendor will defend the City against any claim,and indemnify the City against any loss or expense arising out of any breach of the No Surreptitious Code Warranty. 39. Protection of Purchaser's Confidential Information 39.1. Vendor acknowledges that some of the material and information which may come into its possession or knowledge in connection with this Contract or its performance,may consist of confidential data,the City of Kent 02123101 PaXe 18 of 30 F.Y.I.Image Contract FINAL 43. Termination for Withdrawal of Authority In the event that the authority of the City to perform any of its material(for purposes of this contract)duties is withdrawn,reduced,or limited in any way after the commencement of this Contract and prior to normal completion, the City may terminate this Contract under the Termination for Convenience section. This section shall not be construed so as to permit the City to terminate this Contract in order to acquire similar Software and Related Services from a third party. 44. Termination for Non-Allocation of Funds If funds are not allocated to continue this Contract in any future period,the City will not be obligated to pay any further charges for Services including the net remainder of agreed to consecutive periodic payments remaining unpaid beyond the end of the then current period. The City agrees to notify the Vendor of such non- allocation at the earliest possible time. No penalty shall accrue to the City in the event this section shall be exercised. This section shall not be construed so as to permit the City to terminate this Contract in order to acquire similar Software or Related Services from a third party. 45. Termination for Conflict of Interest 45.1. The City may terminate this Contract by written notice to the Vendor if it is found,after due notice and examination,that there is a violation by any of the parties hereto of: 45.1.1. Ethics in Public Service,chapter 42.52 RCW;or 45.1.2. Any other laws regarding ethics in public acquisitions and procurement and performance of contracts. 45.2. In the event this Contract is terminated as provided above pursuant to a violation by the Vendor,the City shall be entitled to pursue the same remedies against the Vendor as it could pursue in the event of a breach of this Contract by the Vendor. 46. Termination Procedure 46.1. Upon termination of this Contract,the City, in addition to any other rights provided in this Contract, may require the Vendor to deliver to the City any property or Equipment specifically produced or acquired for the performance of such part of this Contract as has been terminated. The sections for the Treatment of Assets shall apply in such property transfer. 46.2. Unless otherwise provided herein,the City shall pay to the Vendor the agreed-upon price,if separately stated,for the Equipment, Software or Services received and accepted by the City: PROVIDED THAT, in no event shall the City pay to the Vendor an amount greater than the Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Contract. The City may withhold from any amounts due the Vendor for such completed work or Services such sum as the City Contract Administrator determines to be necessary to protect the City from potential loss or liability. 46.3. After receipt of a notice of termination,and except as otherwise directed by the City, the Vendor shall: 46.3.1. Stop work under this Contract on the date, and to the extent specified,in the notice; 46.3.2. If termination is to the Maintenance and Support sections,Vendor shall complete all maintenance and support requests made prior to the date of notice of termination,notwithstanding the effective date of termination; 46.3.3. As soon as practicable,but in no event longer than thirty(30)calendar days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the City to the extent required,which approval or ratification City of Kent 0212310I Page 20 0{30 F.Y.I.Image Contract FINAL disclosure of which to, or use by,third parties could be damaging. Therefore,access to information concerning individual recipients of the City's services or individual clients,among other items,shall not be granted except as authorized by law or agency rule. Vendor agrees to hold all such information in strictest confidence,not to make use thereof for other than the performance of this Contract,to release it only to authorized employees or Subcontractors requiring such information,Vendor's counsel or to the extent, upon advice of Vendor's counsel,such disclosure is required by law.and not to release or disclose it to any other party. Vendor agrees to release such information or material only to subcontractors who have signed a written Contract expressly prohibiting disclosure. Vendor further agrees to either destroy or return all such information at the end of the term of this Contract. 39.2. This section does not impose any obligation on the Vendor if the information is:(1)publicly known at the time of disclosure;(2)already known to the receiving party at the time it is furnished to the Vendor; (3)furnished by the City to others without restrictions on its use or disclosure;or(4)independently developed by the receiving party without use of the proprietary information. 40. Subpoena In the event that a subpoena,governmental rules and requirements or other legal process commenced by a third party,in any way concerning the Software or Related Services provided pursuant to this Contract is served upon Vendor or the City,such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Vendor and the City further agree to cooperate with one another in any lawful effort by the other party to contest the legal validity of such subpoena or other legal process commenced by a third party. CONTRACT TERMINATION 41. Termination for Default 41.1. If either the City or the Vendor violates any material term or condition of this Contract or fails to fulfill in a timely and proper manner its obligations under this Contract,then the aggrieved party shall give the other party written notice of such failure or violation. The responsible party will correct the violation or failure within thirty(30)calendar days subject to extension if reasonably necessary to cure providing the curing party is using due diligence or as otherwise mutually agreed. If the failure or violation is not corrected,this Contract may be terminated immediately by written notice from the aggrieved parry to the other party. The option to terminate shall be at the sole discretion of the aggrieved party. 41.2. In the event of termination of this contract by the City,the City shall promptly return the products to Vendor and the City's sole remedy shall be refund of the purchase price with the Vendor's total obligation being limited to the total sums received by the Vendor under the Contract. 41.3. If it is determined the Failure to Perform is without the defaulting party's control,fault,or negligence, the termination shall be deemed to be a Termination for Convenience. 41.4. The right to terminate for convenience shall not apply to any failure(s)to perform that result from the willful or wanton misconduct,or negligent acts or omissions of the aggrieved party. 42. Termination for Convenience 42.1. When it is in the best interest of the City, the City's Contracting Officer may terminate this Contract,in whole or in part,by twenty(20)calendar days written notice to the Vendor. Invocation of the Termination for Withdrawal of Authority,or Termination for Non-Allocation of Funds sections shall be deemed a Termination for Convenience but will not require such twenty(20)calendar days'notice. 42.2. If this Contract is so terminated,the City is liable only for payments required by the terms of this Contract for Software and Related Services received and accepted by the City prior to the effective date of termination. City of Kent 02123101 Page 19 0{30 P.Y.L Image Contract FINAL shall be final for the purpose of this section; 46.3.4. Complete performance of such part of this Contract as shall not have been terminated by the City; 46.3.5. Take such action as may be necessary,or as the City may direct,for the protection and preservation of the property related to this Contract which is in the possession of the Vendor and in which the City has or may acquire an interest; 46.3.6. Transfer title, excluding licensed Software,to the City and deliver in the manner,at the times,and to the extent directed by the City Contract Administrator,any property which is required to be furnished to the City; and 46.3.7. Provide written certification to the City that the Vendor has surrendered to the City all said property. 46.4. Subject to Section 47,the Vendor shall pay the damages due the City as the result of termination within thirty(30)calendar days of notice. DISPUTES and REMEDIES 47. Disputes 47.1. In the event a bona fide dispute concerning a question of fact arises between the Vendor and the City and it cannot be resolved between the parties with the aid of the City Contract Administrator, either party may initiate the dispute resolution procedure provided herein. 47.2. Time is of the essence in resolving disputes. The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party. The responding party shall respond in writing within three(3)business days. 47.2.1. Then,both parties shall have three(3)business days to negotiate in good faith to resolve the dispute. If the dispute cannot be resolved after the three(3)business days,a dispute resolution panel may be requested in writing by either party who shall also identify the first panel member. 47.2.2. Within three(3)business days of receipt of the initiating parry's request,the responding party will designate a panel member. Those two panel members will appoint a third individual to the dispute resolution panel within the next three(3)business days. 47.2.3. The dispute resolution panel will review the written descriptions of the dispute,gather additional information as needed,and render a decision on the dispute in the shortest practical time. 47.2.4. Each party shall bear the cost for its panel member and share equally the cost of the third panel member. 47.3. Both parties agree to be bound by the determination of the dispute resolution panel. 47.4. Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a dispute resolution panel whenever possible. 47.5. The parties agree that,the existence of a dispute notwithstanding,they will continue without delay to carry out all their respective responsibilities under this Contract which are not affected by the dispute. 47.6. If the subject of the dispute is the amount due and payable by the City for maintenance services being provided by Vendor,Vendor shall continue providing maintenance pending resolution of the dispute provided the City pays Vendor the amount the City, in good faith,believes is due and payable,and places in escrow the difference between such amount and the amount Vendor,in good faith,believes is due and payable. City of Kent 02123101 F.Y.I,Image Contract Paee21 of30 FINAL 48. Attorneys' Fees and Costs 48.1. If any litigation is brought to enforce any term, condition,or section of this Contract,or as a result of this Contract in any way, each party shall pay its own attorneys'fees together with expenses and costs incurred with such litigation,including necessary fees,costs,and expenses for services rendered at both trial and appellate levels,as well as subsequent to judgment in obtaining execution thereof. 48.2. In the event that the parties engage in arbitration,mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation,both parties shall share equally in the cost of the alternative dispute resolution method, including cost of mediator or arbitrator. In addition,each party shall be responsible for its own attorneys' fees incurred as a result of the alternative dispute resolution method. 49. Non-exclusive Remedies The remedies provided for in this Contract shall be limited to those specified under the terms and conditions of this contract. 50. Failure to Perform If the Vendor or the City fails to perform any substantial obligation under this Contract,the affected party shall give the other party written notice of such Failure to Perform. If after thirty(30)calendar days from the date of the written notice the non-performing party still has not performed,then the City may withhold all moneys due and payable to Vendor or Vendor may discontinue service and support, if such party is not the non-performing party without penalty to the other party the City,until such Failure to Perform is cured or otherwise resolved. 51. Limitation of Liability 51.1. The parties agree that neither the Vendor nor the City shall be liable to each other,regardless of the form of action,for consequential,incidental,indirect,or special except a claim or demand based on patent or copyright infringement,in which case liability shall be as set forth elsewhere in this Contract. This section does not modify any sections regarding liquidated damages,retainages or any other such conditions as are elsewhere agreed to herein between the parties. The damages specified in the sections titled OSHA/WISHA,Termination for Default and Review of Vendor's Records are not consequential, incidental,indirect,or special damages as that term is used in this 51.2. Neither the Vendor nor the City shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the Vendor or the City. Such causes may include, but are not restricted to,acts of God or of the public enemy,acts of a governmental body other than the City acting in either its sovereign or contractual capacity,war,explosions,fires,floods,earthquakes, epidemics, quarantine restrictions,strikes, freight embargoes,and unusually severe weather;but in every case the delays must be beyond the reasonable control and without fault or negligence of the Vendor,the City,or their respective subcontractors. 51.3. If delays are caused by a subcontractor without its fault or negligence,neither the Vendor nor the the City shall be liable for damages for delays,unless the Equipment, Software or Services to be furnished by their subcontractors were obtainable on comparable terms from other sources in sufficient time to permit the Vendor or the City to meet its required performance schedule. 51.4. Neither party shall be liable for personal injury to the other party or damage to the other party's property except personal injury or damage to property proximately caused by such party's respective fault or negligence. City of Kent 02123101 Page 22 of 30 F.Y.I.Image Contract FINAL CONTRACT ADMINISTRATION 52. Notices Any notice or demand or other communication required or permitted to be given under this Contract or applicable law(except notice of malfunctioning Equipment)shall be effective if and only if it is in writing, properly addressed,and either delivered in person,or by a recognized courier service,or deposited with the United States Postal Service as first-class certified mail,postage prepaid and return receipt requested,to the parties at the following addresses: To Vendor at: F.Y.I. Image Seattle Attention: Shad White 444 NE Ravenna Blvd Seattle, WA 98115 206-525-4399 206-525-3924 With a copy(which shall not constitute notice) to: Legal Deptl F.Y.L Image 3232, McKinney Ave Ste 900 Dallas, Texas, 75208 Attn: General Counsel Fax#214-953-7556 To Purchaser at: City of Kent Information Technology Attention: Jim McKenney, EDMS Project Manager 220 Fourth Avenue South Kent,WA 98032 Voice(253)856-4606 Fax(253) 856-4700 Notwithstanding RCW 1.12.070, such communications shall be effective upon the earlier of receipt or four(4) calendar days after mailing. The notice address as provided herein may be changed by written notice given as provided above. 53. Section Headings, Incorporated Documents and Order of Precedence 53.1. The headings used herein are inserted for convenience only and shall not control or affect the meaning or construction of any of the sections. 53.2. Except for the applicable federal and state statutes,laws and regulations,the documents listed below are, by this reference,incorporated into this Contract as though fully set forth herein. In the event of any inconsistency in this Contract,the inconsistency shall be resolved in the following order of precedence: 53.2.1. Applicable federal and state statutes,laws,and regulations; 53.2.2. Sections of this Contract 53.2.3. Exhibit E Vendor Price Proposal 53.2.4. Exhibit A-City of Kent Request For Proposal(RFP) for Enterprise Document Management System 53.2.5. Exhibit B-Vendor's Response to the Purchaser,dated 09-29-00,including all written information provided with Vendor's response; 53.2.6. The terms and conditions contained on the City's purchase documents,if used;and 53.2.7. All Vendor or manufacturer publications,written materials and schedules,charts,diagrams, City of Kent 02123101 F.Y.I.Image Contract Page 23 of 30 FINAL tables,descriptions, and other written representations the Vendor made available to the City and used to effect the sale of Equipment to the City,or purports the Equipment is fit for a particular purpose or attests to the Equipment's engineering level,operating condition,functions, capabilities,or merchantability. 54. Entire Agreement This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and except as provided in the section titled Vendor Commitments,Warranties and Representations understandings, contracts,representations,or warranties not contained in this Contract or a written amendment hereto shall not be binding on either party. Except as provided herein,no alteration of any of the terms,conditions, delivery, price,quality,or Specifications of this Contract will be effective without the written consent of both parties. 55. Additional Services and Equipment The City and Vendor agree that additional Services, Software and/or Equipment,which are appropriate to the scope of this Contract,may be added to this Contract(Schedule A hereto)by an instrument in writing,with the mutual consent of both parties. Such writing shall include a specific description of the additional Services, Software and/or Equipment,pricing and additional terms and conditions as relevant. The additional Services, Software and/or Equipment shall be available under the same terms and conditions established herein,unless otherwise agreed to in a signed writing. 56. Authority for Modifications and Amendments No modification,amendment,alteration,addition or waiver of any section or condition of this Contract shall be effective or binding unless it is in writing and signed by an authorized representative of the Vendor and the City. Only the City Contracting Officer or delegate by writing shall have the express, implied, or apparent authority to alter,amend,modify,add,or waive any section or condition of this Contract on behalf of the City, and only the President of Vendor or delegate by writing shall have such authority on behalf of Vendor. 57. Purchaser Contract Administrator The City shall appoint Jim McKenney to be the City(Purchaser)Contract Administrator for this Contract and provide oversight of the activities conducted hereunder. The City Contract Administrator will manage this Contract on behalf of the City and will be the principal point of contact for the Vendor concerning Vendor's performance under this Contract. The City shall notify Vendor,in writing,when there is a new the City Contract Administrator assigned to this Contract. 58. Vendor's Account Manager The Vendor shall appoint Shad White who will be the Account Manager for the City's account. The Vendor's Account Manager will be the principal point of contact for the City concerning the Vendor's performance hereunder and for receipt of notices. The Vendor's Account Manager will also serve as the focal point for business matters, support coordination,and administrative activities. 59. Independent Status of Vendor The parties hereto,in the performance of this Contract,will be acting in their individual,corporate or governmental capacities and not as agents, employees,partners,joint ventures,or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever,nor will the Vendor make any claim of right,privilege or benefit which would accrue to an employee under chapter 41.06 RCW,chapter 23B.16 RCW, or Title 51 RCW. City of Kent 02123101 F.Y.I.Image Contract Page 24 of 30 FINAL 60. Governing Law and Choice of Forum This Contract shall be governed in all respects by the law and statutes of the state of Washington. The jurisdiction for any action hereunder shall be the Superior Court for the state of Washington. The venue of any action hereunder shall be in the Superior Court for King County located at the King County Regional Justice Center in Kent, Washington. 61. Subcontractors/Third Party Vendors The Vendor may,with prior written permission from the City Contract Administrator,which consent shall not be unreasonably withheld,enter into subcontracts with third parties for its performance of any part of the Vendor's duties and obligations. In no event shall the existence of a subcontract operate to release or reduce the liability of the Vendor to the City for any breach in the performance of the Vendor's duties. For purposes of this Contract,Vendor agrees that all Subcontractors shall be held to be agents of the Vendor,and the Vendor further agrees to hold the City harmless from acts or omissions of the Vendor's Subcontractors,their agents,or employees subject to the limitations set forth in the Limitation of Liability section of this Contract. the City shall not be liable for any loss or damage resulting from personal injury,physical loss,harassment of employee, or violations of the Patent And Copyright Indemnification sections of this Contract occasioned by the willful or wanton misconduct or grossly negligent acts or omissions of the Vendor's Subcontractors,their agents or employees. The Patent and Copyright Indemnification sections of this Contract shall apply to all Subcontractors. 62. Assignment 62.1. With the prior written consent of the City,which consent shall not be unreasonably withheld,the Vendor may assign this Contract including the proceeds hereof: PROVIDED, that such assignment shall not operate to relieve the Vendor of any of its duties and obligations hereunder,nor shall such assignment affect any remedies available to the City that may arise from any breach of the sections of this Contract, its supplements, or warranties made herein including but not limited to,rights of setoff. 62.2. With the prior written consent of the Vendor,which consent shall not be withheld unreasonably,the City may assign this Contract to any public agency, commission,board,or the like,within the political boundaries of the state of Washington: PROVIDED,that such assignment shall not operate to relieve the City of any of its duties and obligations hereunder. 63. Publicity The Vendor agrees to submit to the City,all advertising, sales promotion,and other publicity matters relating to this Contract or any Product furnished by the Vendor wherein the City's name is mentioned or language used from which the connection of the City's name therewith may,in the City's judgment,be inferred or implied. The Vendor further agrees not to publish or use such advertising,sales promotion, or publicity matter without the prior written consent of the City. 64. Review of Vendor's Records 64.1. The Vendor and its Subcontractors shall maintain books,records,documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature invoiced in the performance of this Contract and shall retain all such records for six(6) years after the expiration or termination of this Contract. Records involving matters in litigation related to this Contract shall be kept for one(1)year following the termination of litigation, including all appeals if the litigation has not terminated within five(5)years from the date of expiration or termination of this Contract. 64.2. All such records shall be subject at reasonable times and upon prior notice to examination, inspection, copying,or audit by personnel so authorized by the City's Contract Administrator and/or the Office of City of Kent 02123101 Pale 25 of 30 F.Y.L Image Contract FINAL the State Auditor and federal officials so authorized by law,rule,regulation or contract,when applicable. During the term of this Contract,access to these items will be provided within King County. During the six(6)year period after the Contract term or five(5)year term following litigation,delivery of and access to these items will be at no cost to the State. The Vendor shall be responsible for any audit exceptions or disallowed costs incurred by the Vendor or any of its Subcontractors. 64.3. The record retention and review requirements of this section shall be incorporated by the Vendor in any of its subcontracts. 64.4. It is agreed that books,records,documents and other evidence of accounting procedures and practices related to the Vendor's cost structure,to include overhead,general and administrative expenses,and profit factors shall be excluded from the City's review unless the cost or any other material issue under this Contract is calculated or derived from these factors. GENERAL 65. Patent and Copyright Indemnification 65.1. Vendor will,at its expense,defend or settle any claim against the City that Software,or work products supplied hereunder infringe any U.S.patent, copyright,utility model,industrial design,mask work or trademark. Vendor will pay resulting costs,damages and attorneys' fees finally awarded provided that the City: 65.1.1. Promptly notifies Vendor in writing of the claim;and 65.1.2. Cooperates with and agrees to use its best efforts to encourage the City of Kent Legal Department to grant Vendor sole control of the defense and all related settlement negotiations. 65.2. Vendor will pay all costs of such defense and settlement and any costs and damages awarded by a court or incurred by the City,except costs paid to the City of Kent Legal Department as legal fees.If such claim has occurred,or in Vendor's opinion is likely to occur,the City agrees to permit Vendor at its option and expense,either to procure for the City the right to continue using the software or to replace or modify the same so that they become non-infringing and functionally equivalent. If a court enjoins use of the software and the Vendor determines that none of these alternatives is reasonably available, Vendor,at its risk and expense,will take back the software and refund its depreciated value. No termination charges will be payable on such returned software,and the City will pay only those charges which were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five(5)years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the software has been installed less than one year,transportation to the initial installation site paid by the City shall be refunded by Vendor. 65.3. Vendor has no liability for any claim of infringement arising from: 65.3.1. Vendor's compliance with any designs, specifications or instructions of the City; 65.3.2. Modification of the Software by the City or a third party; 65.3.3. Use of the Software in a way not specified by Vendor;or, 65.3.4. Use of the Software not supplied by Vendor; Unless the claim arose against Vendor's Software or Services independently of any of these specified actions. 66. Save Harmless Subject to Section 51,Vendor shall protect,indemnify and save the City harmless from and against any damage,cost,or liability, including reasonable attorneys' fees resulting from such claim,by third parties for City of Kent 0212310/ Page 26 of 30 F.Y.I.Image Contract FINAL any or all injuries to persons or damage to property of such third parties arising from intentional,willful or negligent acts or omissions of Vendor,its officers,employees, agents,or subcontractors. 67. Insurance 67.1. Liability and Auto Insurance -Vendor shall,during the term of this Contract,maintain in full force and effect,the insurance described in this section with an insurance carrier or carriers licensed to conduct business in the state of Washington and approved by the City Contract Administrator,which approval shall not be unreasonably withheld. The minimum acceptable limits and types of coverage shall not be less than$1 million commingled single limit per occurrence for each of the following categories: 67.1.1. Public liability covering the risks of bodily injury,property damage and personal injury(including death); 67.1.2. General Business Liability; and 67.1.3. Automobile liability(owned or non-owned)covering the risks of public liability and property damage. 67.2. Vendor or its Subcontractors shall pay premiums on all insurance policies. Such insurance policies provided for the City pursuant to this section shall name the City as an additional insured and shall have a condition that they not be revoked by the insurer until thirty(30)calendar days after notice of intended revocation thereof shall have first been given to the City by such insurer. 67.3. Vendor shall furnish to the City copies of certificates of all required insurance within thirty(30)calendar days of the execution date of this Contract. 68. Industrial Insurance Coverage Prior to performing work under this Contract the Vendor shall provide or purchase industrial insurance coverage for its employees,as may be required of an"employer"as defined in Title 51 RCW,and shall maintain full compliance with Title 51 RCW during the course of this Contract. The City will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the Vendor, or any Subcontractor or employee of the Vendor,which might arise under the industrial insurance laws during the performance of duties and services under this Contract. 69. Licensing Standards The Vendor shall comply with all applicable local, state,and federal licensing requirements and standards necessary in the performance of this Contract. (See, for example, chapter 19.02 RCW for state licensing requirements and definitions.) 70. OSHA/WISHA Vendor represents and warrants that its products,when shipped, are designed and manufactured to meet then current federal and state safety and health regulations. Subject to section 57,Vendor further agrees to indemnify and hold the City harmless from all damages assessed against the City as a result of the failure of the items furnished under this Contract to so comply. 71. UCC Applicability 71.1. Except to the extent the sections of this Contract are clearly inconsistent,this Contract shall be governed by any applicable sections of the Uniform Commercial Code(UCC) as set forth in Title 62A RCW. 71.2. To the extent this Contract entails delivery or performance of services,such services shall be deemed "goods"within the meaning of the UCC, except when to do so would result in an absurdity. City of Kent 02123101 F.Y.I.Image Contract Pa, e 27 of 30 FINAL 71.3. Notwithstanding the Section Headings,Incorporated Documents and Order of Precedence section of this Contract,in the event of any clear inconsistency or contradiction between this Contract and the UCC, the terms and conditions of this Contract take precedence and shall prevail unless otherwise provided by law. 72. Antitrust Violations Vendor and the City recognize that in actual economic practice overcharges resulting from antitrust violations are in fact usually borne by the Purchaser. Therefore,the Vendor hereby assigns to the City any and all claims for such overcharges as to goods and services purchased in connection with this Contract,except as to overcharges not passed on to the City resulting from antitrust violations commencing after the date of the bid, quotation,or other event establishing the price under this Contract. 73. Compliance with Civil Rights Laws During the performance of this Contract,the Vendor shall comply with all federal and applicable state nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act,42 U.S.C. 12101 et seq.; the Americans with Disabilities Act(ADA);and Title 49.60 RCW,Washington Law Against Discrimination. In the event of the Vendor's noncompliance or refusal to comply with any nondiscrimination law,regulation or policy,this Contract may be rescinded,canceled or terminated in whole or in part under the Termination for Default sections,and the Vendor may be declared ineligible for further contracts with the City. The Vendor shall be given a reasonable time in which to cure noncompliance. In addition to the cancellation of this Contract,Vendor may be subject to penalties under federal and state law. 74. Quiet Possession and Usage Vendor warrants that the City upon paying the amounts due hereunder and performing all other covenants, terms,and conditions on its part to be performed hereunder,may and shall peacefully and quietly have,hold, possess,and enjoy the Equipment without suit,molestation,or interruption. 75. Severability If any term or condition of this Contract or the application thereof to any person(s)or circumstances is held invalid,such invalidity shall not affect other terms,conditions,or applications which can be given effect without the invalid term,condition,or application;to this end the terms and conditions of this Contract are declared severable. 76. Waiver Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Contract shall be held to be waived,modified, or deleted except by a written instrument signed by the parties hereto. 77. Treatment of Assets 77.1. Title to all property furnished by the City shall remain in the City. Title to all property furnished by the Vendor,for which the Vendor is entitled to reimbursement, other than rental payments,under this Contract,shall pass to and vest in the City pursuant to the section titled Title and Ownership of Software and Other Work Products. As used in this section Treatment of Assets,if the"property"is the Vendor's proprietary,copyrighted works,only the applicable license,not title,is passed to and vested in the City. 77.2. Any property of the City furnished to the Vendor shall,unless otherwise provided herein or approved by the City,be used only for the performance of this Contract. City of Kent 02123101 F.Y.I.Image Contract Page 28 of 30 FINAL 77.3. The Vendor shall be responsible for any loss or damage to property of the City which results from the negligence of the Vendor or which results from the failure on the part of the Vendor to maintain and administer that property in accordance with sound management practices. 77.4. Upon loss,or destruction of,or damage to any the City property,the Vendor shall notify the City thereof and shall take all reasonable steps to protect that property from further damage. 77.5. The Vendor shall surrender to the City all property of the City prior to settlement upon completion, termination,or cancellation of this Contract. 77.6. All reference to the Vendor under this section shall also include Vendor's employees,agents,or Subcontractors. 78. Vendor's Proprietary Information Vendor acknowledges that the City is subject to chapter 42.17 RCW,the Public Disclosure Act and that this Contract shall be a public record as defined in RCW 42.17.250 through 42.17.340. Any specific information that is claimed by the Vendor to be confidential or proprietary must be clearly identified as such by the Vendor. To the extent consistent with chapter 42.17 RCW,the City shall maintain the confidentiality of all such information marked confidential or proprietary. If a request is made to view Vendor's proprietary information, the City will notify Vendor of the request and of the date that such records will be released to the requester unless Vendor obtains a court order enjoining that disclosure. If Vendor fails to obtain the court order enjoining disclosure,the City will release the requested information on the date specified. CONTRACT EXECUTION 79. Authority to Bind The signatories to this Contract represent that they have the authority to bind their respective organizations to this Contract. 80. Counterparts This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Contract signed by each party,for all purposes. City of Kent 02123101 F.Y.I.Image Contract Page 29 of 30 FINAL In Witness Whereof,the parties hereto,having read this Contract in its entirety,including all attachments,do agree in each and every particular and have thus set their hands hereunto. APPROVED APPROVED City of Kent, Washington F.Y.I.Image Seattle a division of PMI imaging Systems,Inc. f — -0 r SIG T DATE �1b3NATURE ATE Jim White Mayor NAME TITLE APPROVED AS TO FORM: A--U4k I A SIG ATURE `TCA& ti�ZUl d l2a DFIPI!? NAME City Attorney City of Kent 02123101 Page 30 of 30 F.Y.I.Image Contract Exhibit A City Of Kent Electronic Document Management System Request For Proposal -- Issued: August 18, 2000 Date Due: September 29, 2000 Time Due: 4:00 p.m. Pacific Time Address Responses To.- City of Kent "r'0 4th Avenue South KEN T bent, Wa 98032-5895 WA5HINGTON City of Kent, Washington EDMS Request for Proposal Lt. INTRODUCTION..........................................................................................................................................................................1 1.1. BACKGROUND..............................................................................................................................................................................1 1.1.1. City Information................................................................................................................................................................. 1 1.1.2. The Technology Plan.........................................................................................................................................................2 1.1.3. Technology Environment...................................................................................................................................................2 1.1.4. Records Management Program.........................................................................................................................................4 1.1.5. Kent's Imaging Experience................................................................................................................................................5 1.1.6. Project Personnel..............................................................................................................................................................6 1.2. OBJECTIVES.................................................................................................................................................................................6 1.3. SCOPE OF WORK..........................................................................................................................................................................7 1.3.1. Phase I—EDMS Software................................................................................................................................................. 7 1.3.2. Phase II-Image Conversion.............................................................................................................................................9 1.3.3. Phase III-Image Enable Permit Tracking System (KIVA).............................................................................................11 1.3.4. Phase IV-Image Enable Enterprise Resource Planning System (J.D. Edwards)..........................................................12 1.3.5. Items Not Included in RFP Scope.................................................................................................................................... 14 2. PROCUREMENT PROCESS.....................................................................................................................................................15 2.1. PROCUREMENT SCHEDULE.........................................................................................................................................................15 2.2. PROPOSAL DATE, TIME, LOCATION........................................................................................................................................... 15 2.3. COMMUNICATIONS WITH THE CITY OF KENT.............................................................................................................................16 2.4. VENDOR CLARIFICATIONS AND QUESTIONS...............................................................................................................................16 2.4.1. Clarifications................................................................................................................................................................... 16 2.4.2. Vendor Contact................................................................................................................................................................ 16 2.5. SUMMARY OF RFP PROCESS......................................................................................................................................................16 2.5.1. Vendors'Pre-Proposal Conference.................................................................................................................................16 2.5.2. RFP Changes or Amendments......................................................................................................................................... 17 2.5.3. Vendor Submits Proposal................................................................................................................................................ 17 2.5.4. City Evaluates Proposals................................................................................................................................................. 17 2.5.5. City Announces Finalists................................................................................................................................................. 17 2.5.6. City Evaluates Vendor Documentation............................................................................................................................ 17 2.5.7. Vendor Demonstration..................................................................................................................................................... 17 2.5.8. Hands-On Demonstration of Proposed Products............................................................................................................18 2.5.9. City Visits Vendor Client Sites and/or Vendor Product Laboratories.............................................................................18 2.5.10. Final Vendor Selection.................................................................................................................................................... 18 2.5.11. Acceptance Test Plan.......................................................................................................................................................19 2.5.12. Progress Payment Schedule............................................................................................................................................. 19 2.5.13. Finalize Contract.............................................................................................................................................................19 2.5.14. Contract Approval............................................................................................. .................19 ............................................. 2.6. PROPOSAL PROCESS...................................................................................................................................................................20 2.6.1. Reference Checks.............................................................................................................................................................20 2.6.2. Costs Incurred by Vendors...............................................................................................................................................20 2.6.3. Right of Selection or Rejection of Proposals...................................................................................................................20 2.6.4. Incorporation of RFP and Proposal in the Final agreement...........................................................................................20 2.6.5. Errors in Proposals.........................................................................................................................................................20 2.6.6. Vendor Prime Contractor Responsibility.........................................................................................................................20 2.6.7. Period of Validity of Proposals........................................................................................................................................21 2.6.8. Proprietary Material........................................................................................................................................................21 2.6.9. Proposal Confidentiality..................................................................................................................................................21 2.6.10. Proposal Disposition.......................................................................................................................................................21 3. VENDOR INSTRUCTIONS.......................................................................................................................................................22 3.1. PRIME CONTRACTOR..................................................................................................................................................................22 3.2. PARTIAL SOLUTIONS..................................................................................................................................................................22 _... 3.3. PROPOSAL FORMAT....................................................................................................................................................................22 3.4. RESPONSE TO REQUIREMENTS QUESTIONNAIRE.........................................................................................................................25 3.5. RESPONSE TO QUESTIONNAIRES.................................................................................................................................................25 Index i City of Kent, Washington EDMS Request for Proposal 4. EDMS FUNCTIONAL REQUIREMENTS...............................................................................................................................26 4.1. DOCUMENT IMAGING.................................................................................................................................................................27 4.2. ELECTRONIC FOLDER MANAGEMENT........................................................................................................................................30 4.3. IMAGE ENABLING APPLICATIONS...............................................................................................................................................32 4.4. DOCUMENT MANAGEMENT........................................................................................................................................................33 5. TECHNOLOGY REQUIREMENTS.........................................................................................................................................35 5.1. OVERALL REQUIREMENTS .........................................................................................................................................................35 5.2. SYSTEM DESIGN.........................................................................................................................................................................36 5.3. OPERATING ENVIRONMENT........................................................................................................................................................37 5.4. ADMINISTRATION.......................................................................................................................................................................39 5.5. SECURITY............................................................................. .................................40 ..................................................................... 5.6. CUSTOMIZATION........................................................................................................................................................................41 5.7. PROFESSIONAL SERVICES-SUPPORT..........................................................................................................................................42 5.8. PRODUCT HISTORY AND VISION.................................................................................................................................................44 6. IMPLEMENTATION QUESTIONNAIRE...............................................................................................................................45 6.1. IMPLEMENTATION METHODOLOGY............................................................................................................................................45 6.2. IMPLEMENTATION TEAM SIZE....................................................................................................................................................46 6.3. TRAINING...................................................................................................................................................................................46 6.4. POST-IMPLEMENTATION SUPPORT.............................................................................................................................................46 6.4.1. Implementation Customer Reference...............................................................................................................................47 APPENDIX A—VENDOR RESPONSE FORMS APPENDIX B—TERMS AND CONDITIONS _PPENDIX C—INDEXING Index ii City of Kent, Washington EDMS Request for Proposal 1. Introduction The City of Kent, hereinafter referred to as the "City", is seeking proposals for an Enterprise Document Management System (EDMS). The City defines EDMS as: An integrated software product suite that can electronically capture, process, index, store, access, view, revise, reproduce, distribute, and dispose of information in a "document" in both a client/server and web environment. This Request for Proposal (RFP) scope is to select a vendor(s) to provide EDMS software, documentation, implementation, training, and conversion services. This document details the EDMS software, service and vendor information on which the City will base its selection. The topics included in this section include: ♦ Background ♦ Objectives ♦ Scope of Work The information in this section is intended to provide a City overview and convey this project's priorities to the vendor. 1.1. Background "iis subsection provides background information on the City. The vendor should use this information to gain a .rise of the City's size and scope of services provided to both internal departments and the citizens. 1.1.1. City Information The City is the eighth largest city in Washington, with a population of 73,060 and a 28.5 square mile geographic area. The City's population is projected to grow to 100,000 or beyond within the next few years. The City has approximately 750 employees receiving benefits. The number of temporary employees on the payroll varies from 100 to 350. The City is a full service city. City Departments include: • Administration • Finance Services • Municipal Court • Police • Law • Fire & Life Safety • Parks and • Public Works Recreation Planning • Human Resources • Information Technology Introduction 1 City of Kent, Washington EDMS Request for Proposal _The City operates over 25 facilities including: ♦ City Hall ♦ Centennial Center ♦ Several Parks and Recreation Facilities ♦ Public Works Maintenance Facilities ♦ Police Department ♦ Corrections Facility ♦ Municipal Court ♦ 8 Fire Department facilities. 1.1.2. The Technology Plan In April 1998, the City Council approved a three-year, $12.8 million Technology Plan. The Technology Plan's goal is to provide the resources necessary to address the City's technology infrastructure and information system needs. In the first two years of this technical renaissance, the City's technology accomplishments include: ♦ Network Infrastructure Replacement ♦ Desktop Standardization ♦ Increased Support Staff ♦ Telephone System Replacement ♦ Permitting System Replacement ♦ Parks and Recreation System Replacement ♦ Email System Implementation ♦ Web Presence In addition to maintaining and enhancing the systems listed above, the City has a number of other projects currently underway. The City's most encompassing project is the implementation of an Enterprise Resource Planning (ERP) application. The City selected the J.D. Edward's OneWorld product to support the City's financial and human resources management needs. 1.1.3. Technology Environment This sub-section describes the City's technology environment. The City currently supports more operating systems and databases than are shown within this sub-section. However, the City is striving to consolidate around a standard viable technology set using the products and standards identified within this subsection. Table 1, shows the standard server operating systems and databases supported by the City. Introduction 2 City of Kent, Washington EDMS Request for Proposal Table 1. Business Application Standards Business Application Components Standard Database Servers NT/Windows 2000 (planned) Application Servers NT/Windows 2000 (planned) Web Server Microsoft IIS DBMS Oracle 8.x and SQL Server 7.0 Table 2, shows the network configuration and network operating systems currently supported by the City. Table 2. Network Infrastructure Network Component Standard Network Backbone ATM Network Operating System Novell 4.11 (current), Novell 5 (planned), Microsoft NT/Windows 2000 Network Protocols IPX, TCP-IP Topology Switched Ethernet to the desktop (Ethernet II) Cable Infrastructure Category 5 File and Print Services Novell NetWare 5.x Application Servers HP Net Server Backup Veritas Messaging Server Microsoft Exchange 5.5 Introduction 3 City of Kent, Washington EDMS Request for Proposal Table 3, shows the City's standard desktop environment. Table 3. Desktop Environment Desktop Component Standard Desktop Machines (Minimum Pentium-166 PCs with 32MB RAM, 1GB Configuration) hard drive, and CD-ROM drive, SCSI-2 interface for Imaging Workstations. Desktop PC Make and Model HP Vectra and HP Kayak Desktop Operating Systems Microsoft Windows 95, 98 Business Software Suite Microsoft Office 97l2000 (planned) Browser Microsoft Internet Explorer 4.01 Email Client Microsoft Outlook 98 1.1.4. Records Management Program __.March 1999, a facility study was completed to determine the City's space requirements to meet the demands of a growing population. The study identified large areas being used for paper file storage. Instead of adding more storage space, the City identified document management technology as a more viable solution. However, to utilize the technology effectively, the City determined that a records management inventory was necessary prior to implementing an EDMS solution. In May 1999, the city retained Cary Information Consulting (CIC) to design and implement a citywide records management program. The project objectives included: ♦ Creating the City's official records retention schedules. ♦ Determining the best storage media based on the retention schedule, rate of retrieval, and volume. ♦ Determining if the City should establish a records center. The data collected included 40 attributes, many associated with identifying document management, imaging, and workflow needs. In June 2000, the project inventory totaled 600 individual record series. Department teams began working together in subject affinity groups to develop common document terminology for the business processes they have in common. CIC is continuing work on the citywide record retention schedule and anticipates assisting the City in presenting the schedule to the Washington State Local Records Committee by September 2000. The information produced from the Records Management Project will be made available to the successful EDMS vendor to assist in ,tem design. Introduction 4 City of Kent, Washington EDMS Request for Proposal The City must comply with the Records Management Standards set in the Revised Code of Washington (RCW) _,e htip://wsl.leg.wa.2ov/wsladm/rcw.htm Title 40 Public Documents. Records and Publications and the ✓ashington Administrative Code (WAC) http://slc.leg,wa.gove/wacbytitle.htm Title 434-663 Imaging systems, standards for accuracy and durability for details. Some consideration must be given to storing long-term documents by retention date and establishing a mechanism for systematic document purging and destruction. While this functionality will not be implemented in this project, the vendor's ability to deliver this functionality will be taken into consideration during RFP evaluation. Table 4, shows preliminary results from the Records Management project indicating the EDMS functionality that may be useful in the City's environment. Table 4. Preliminary Records Management Data Percentage of Estimated Annual Number of Records Series That Pages Would Benefit from Functionality Functionality Low High Imaging 40 - 45% 880,000 990,000 Document Management 10 -15% 220,000 330,000 1.1.5. Kent's Imaging Experience In 1992, the city began a pilot project using Compulink's Laserfiche imaging software, (www.laserfiche.com). Three years later, in 1995, the project had grown to include the City Clerk, Planning, Public Works and Police Departments, each with a separate imaging database. In this growth period a seamless interface was developed to share index data between the Planning Department's permit tracking system and the imaging database. A number of conversions took place from 1997 to 1999 that consolidated the image formats and imaging databases into a single networked entity. These endeavors taxed the city's ability to enforce a level of quality control to make these events successful. While there are approximately 1 million index document images in the image database, there are an estimated 4,000 phantom documents with an estimated 30,000 imaged pages. Given these circumstances in addition to adding application integration and with the JD Edwards and KIVA products, the City feels the current document imaging solution has reached its capacity and other document management solutions should be explored. Current imaging work within the city includes: ♦ City Clerk: Ordinances, Resolutions, Council Minutes, Agendas, and Contracts ♦ Police: Incident Reports, and Correctional Facility Files ♦ Planning: Construction Permits - ♦ Public Works: Business Files, and Storm Files Introduction 5 City of Kent, Washington EDMS Request or Proposal The imaging application is in continual use in an effort to provide rapid information retrieval. It is anticipated -it the existing imaging application will coexist with any proposed solution until image conversion can be .,ompleted and applications moved forward to the new EDMS solution. Table 5, represents the City's current imaging environment. These items may change based upon responses to this RFP. Table 5. Current Imaging Environment Desktop Component Standard Current Imaging Application Server HP LC 3 512MB RAM; Novell 4.11 Current Imaging Storage Data Silo; RAID-5 with 91 GB Current Imaging Database Pervasive SQL7 Image Scanners: 4- Ricoh Model IS-420 ; 1-VisionShape Model VS-1250 Imaging Software Vendor: Compulink Product: Laserfiche 4.3 for Novell 1_.6. Project Personnel The project team will include both experienced imaging staff and members who are familiar with the business processes in each project phase. ♦ Project Manager- Jim McKenney ♦ Extended Project Team - 5 department liaisons with imaging experience, and 10 business process liaisons available on an as-needed basis. 1.2. Objectives The project associated with this RFP has several objectives. The successful vendor must demonstrate to the City's satisfaction that they can best assist the City in meeting these objectives. The City's project objectives include: ♦ Establishing a relationship with an EDMS vendor that has a proven track record and long-term viability. ♦ Selecting an EDMS that will scale across the enterprise. ♦ Planning and designing a responsive EDMS system. ♦ Developing and Implementing an EDMS that will address the City's current document imaging needs and grow with the City to encompass more advanced document management concepts. ♦ Improving customer service quality and timeliness. ♦ Reducing the reliance on paper for large volumes of business information. Introduction 6 City of Kent, Washington EDMS Request for Proposal ♦ Web-enabled imaging and document management. ♦ Integrating document images with other electronic processes. ♦ Streamlining business processes by reducing document retrieval and management time. ♦ Reducing lost documents. ♦ Improving document security and disaster recovery capabilities. ♦ Establishing a reliable document management repository that is easily accessed by the City staff. This project will lay the foundation for expanding the use of document management within the City and solutions that demonstrate the ability to address each objective will be given greater consideration. 1.3. Scope of Work This subsection details the software functionality and services the City expects to implement through this RFP. The project is divided into four phases. 1.3.1. Phase I—EDMS Software Phase I will design and implement the EDMS infrastructure based on the proposed solution. Software functionality to be delivered in Phase I includes: ♦ Document Imaging: This functionality involves capturing paper documents in digital form. These digital documents may then be indexed, annotated, archived, searched, retrieved, or viewed. See Section 4.1 for detailed requirements. ♦ Electronic Folder Management: This functionality involves virtual folders, that can contain not only images but also multiple objects or formats. A virtual folder can hold images, word-processing documents, spreadsheets, graphics, Portable Network Graphics (PNG), HTML, XML, PDF, etc. Images and text counterparts can be stored together in folders or they can be converted to final form documents such as Adobe PDF. The user can see any of these documents using a universal or web browser. See Section 4.2 for detailed requirements. ♦ Image Enabling Applications: This functionality involves using the imaging engine within another business application. The imaging engine is not the dominant application and can operate without modification to any source code. Data transfer from the host application can populate the image indexes without user intervention. See Section 4.3 for detailed requirements. ♦ Document Management: This functionality includes, indexing, library services such as version control, search, retrieval, check-in, check-out, and document security regardless of media type, location, or format. See Section 4.4 for detailed requirements. ♦ Web Browser Support: The EDMS suite must support both a web-browser and desktop client for viewing imaging and document management documents. The City's priority requirements are for desktop and web-enabled imaging and document management functionality. There will be a need for workflow and Computer Output Laser Disc (COLD) functionality in the mature,but not at this time. Vendors will be evaluated on the level of integration and scalability of their solution. Introduction 7 City of Kent, Washington EDMS Request for Proposal 1.3.1.1. System Design _ne vendor will provide the architectural design specification necessary to implement the EDMS. This specification will be used to order all necessary hardware for implementation. The vendor will analyze the City's environment and provide recommendations on the management of electronic files, email, scanned images, objects and indexed data across the City's network. The vendor will be required to work closely with City staff during this process. The records management project identified the records volumes, retrieval rates, access requirements and retention period for all city records. The vendor will have both detailed and summarized data necessary to perform a storage requirements analysis. Analysis will include but not be limited to: ♦ Determining the total annual storage requirements, as well as on-line, near-line and off-line requirements including anticipated growth rates. ♦ Evaluating the volume and characteristics of active storage requirements per day. Recommend appropriate storage devices depending upon document characteristics (i.e. magnetic/RAID, optical/worm, optical/erasable, and optical/CD). ♦ Analyzing and recommending the storage method or methods to be used by the City. This shall include the appropriate use of distributed and centralized file storage based upon their volume and characteristics, including the need for bulk data transfer to other storage locations. ♦ Recommending method(s) and media for appropriate data and file backup. 3.1.2. Implementation Plan The vendor will develop a detailed Phase I implementation plan document in conjunction with the City's project team. The implementation plan document will at a minimum include: ♦ Software installation. ♦ Hardware configuration. ♦ Testing. ♦ Validation. ♦ Client deployment. ♦ User training. ♦ Schedule. The implementation plan will be used to monitor the progress of Phase I and provide system documentation. 1.3.1.3. Software Installation The vendor will install, configure, test, and validate that the EDMS software is fully functional in the server, desktop, and web environments. Client licenses deployment will be based on the successful conclusion of work performed in each project phase. The software licenses to be deployed in Phase I include: ♦ 10 concurrent users Introduction 8 City of Kent, Washington EDMS Request for Proposal ♦ 40 viewers ♦ 10 desktop scanning capture engines The vendor shall include a detailed explanation on how software installation and upgrades are handled. 1.3.1.4. Training The City's past experience with imaging has provided some foundation skills, but a training effort will be required to leverage the EDMS solution's functionality. The vendor must list training options, time requirements, and "Best Practices" recommendations in the cost proposal. Training options should include: ♦ End User(full client and web client). ♦ System Administration ♦ Applications Development ♦ Software and Hardware Support ♦ Interface Development Vendor must list in the cost proposal whether the training is provided offsite or onsite, training duration, and the training level. Vendor shall also specify what training a third party supplier must provide. See Appendix A for cost model details. The vendor will work with City project staff to determine exact training requirements prior to application ""stallation. 1.3.1.5. Support and Maintenance The vendor will describe their support organization, problem escalation process, and options for technical problem resolution. The vendor must list in the cost proposal whether costs are free, flat-fee or per incident. 1.3.2. Phase II -Image Conversion Phase II involves migrating the City from the current document-imaging environment to the EDMS selected by this RFP. The subsections below detail the work to be completed in this phase. 1.3.2.1. Implementation Plan The vendor will develop a detailed Phase 11 implementation plan document in conjunction with the City's project team. The implementation plan document will at a minimum include: ♦ Software installation. ♦ Hardware configuration. ♦ Testing. ♦ Validation. ♦ Client deployment. Introduction 9 City of Kent, Washington EDMS Request for Proposal ♦ User training. ♦ Schedule. The implementation plan will be used to monitor the progress of Phase II and provide system documentation. 1.3.2.2. Software Installation The vendor will install, configure, test and validate that the application software is fully functional in both the desktop and web environments. Client license deployment will be based on the successful conclusion of work performed in each project phase. The software licenses in this phase include: ♦ 6 desktop scanning capture engines ♦ 20 viewers 1.3.2.3. Existing Image Conversion The existing digital image counts are listed in Table 6, and provide an estimated volume of images to be converted in this project. The conversion effort will move the City from the current imaging product to the proposed solution. Technical information including data specifications are contained in Appendix C. Table 6. Estimated Image Conversion Volumes Department/Subject Data Documents Pages Index Fields City Clerk Ordinances and 4,900 24,000 6 Resolutions Minutes 2,800 11,000 3 Contracts 1,000 25,000 10 Planning Permits 5,100 54,000 16 Public Works Business Files 1,000 40,000 7 Police Un-indexed Case Files 4,000 30,000 0 Police Incident Reports 36,000 350,000 2 Corrections 28,000 470,000 4 Introduction 10 City of Kent, Washington EDMS Request for Proposal Estimated Images to be Converted 82,800 1,004,000 There are approximately 4,000 cases (documents) with 30,000 raw TIFF images that did not convert from an earlier version of the imaging database, Police Un-indexed Case Files. The current image database contains a reference entry that provides the number of pages that should be associated with the case (document). Each raw TIFF image contains the case file number. The vendor will work with City project staff to develop a written statement of work and schedule by which this work will be accomplished prior to beginning any conversion work. The vendor will develop a schedule and implementation plan for migrating all existing TIFF images including the hardware, software, and staff resources necessary to implement this conversion. The vendor is expected to accomplish a knowledge transfer to City project staff of the techniques involved with this task. 1.3.3. Phase III-Image Enable Permit Tracking System (KIVA) The City's Permit Tracking is through the KIVA software application (hqp://www.kiva.com). KIVA maintains land, permit, inspection, and business license information. Because each area requires interaction with people inside and outside the City, KIVA provides a mechanism for relating documents to specific information. These documents are then made available to anyone working on an area (land, permit, inspection, etc.) through file associations. When a document is requested, the application used to create the document is started and the document is displayed. This functionality does not currently extend to scanned documents. ie Phase III objective will be to retrieve and view scanned document attachments within the KIVA application. These documents may include any document types described in Section 1.1.6 but will primarily consist of 8 1/2 x 11 documents and "E" (34" x 44") size maps and drawings. The vendor will need to address images that have been converted from the existing imaging application per Section 1.3.3, scanned as part of Section 1.3.5, and newly received documents to be scanned during land development processing. The vendor will work with City project staff to develop a written statement of work and schedule by which this work will be accomplished prior to beginning any integration work. The statement of work will at minimum include: ♦ Process for attaching existing images. ♦ Process for attaching new images. ♦ Description of interface to allow image viewing from KIVA application. ♦ Indexing scheme (see Appendix Q. The vendor is expected to accomplish a knowledge transfer to City project staff of the techniques involved with this task. 1.3.3.1. Interface Design Document The vendor will develop a detailed interface design document in conjunction with the City's project team. The erface design document will provide a framework for integrating the EDMS solution into the KIVA -pplication and will at minimum include: Introduction 11 City of Kent, Washington EDMS Request for Proposal ♦ Problem description. ♦ Integration design description. ♦ Expected outcome. This document will detail the EDMS application integration concepts and provide system documentation. 1.3.3.2. Implementation Plan The vendor will develop a detailed Phase III implementation plan document in conjunction with the City's project team. The implementation plan document will at a minimum include: ♦ Software installation. ♦ Hardware configuration. ♦ Testing. ♦ Validation. ♦ Client deployment. ♦ User training. ♦ Schedule. The implementation plan will be used to monitor the progress of Phase III and provide system documentation. 3.3.3. Software Installation The vendor will install, configure, test, and validate that the EDMS software is fully functional in both the desktop and web environments. Client license deployment will be based on the successful conclusion of work performed in each project phase. The software licenses associated with Phase III include: ♦ 10 concurrent users ♦ 2 desktop scanning capture engines - for large format scanners ♦ 20 viewers 1.3.4. Phase IV- Image Enable Enterprise Resource Planning System J.D. Edwards) The City recently selected J.D. Edward's (www.jdedwards.com) OneWorld software as the City's Enterprise Resource Planning (ERP) application. The ERP application will contain all the City's financial and human resource data. The project will begin in the September 2000 with the following modules: ♦ Finance — General Ledger — Job Cost — Budget Development — Accounts Payable Introduction 12 City of Kent, Washington EDMS Request for Proposal — Purchasing — Fixed Assets — Accounts Receivable ♦ Human Resources — Applicant Tracking — Employee Relations — Position Control — Classification and Compensation — Benefits — Payroll The Phase IV objective will be to obtain seamless integration between the successful EDMS solution and the J.D. Edwards OneWorld application. An ERP user must be able to be in a OneWorld screen doing research and be able to retrieve any related business document regardless of type or format from the proposed EDMS solution. Document capture and indexing should be accomplished using the minimum of tasks from within the ERP. The vendor will work with City project staff to develop a written statement of work and schedule by which this task will be accomplished prior to beginning any integration. The statement of work will include at a minimum: ♦ Process for attaching new images. ♦ Description of interface to allow image viewing from the J.D. Edwards OneWorld application screens. ♦ Indexing scheme (see Appendix Q. 1.3.4.1. Interface Design Document The vendor will develop a detailed interface design document in conjunction with the City's project team. The interface design document will provide a framework for integrating the EDMS solution into the OneWorld application and will at minimum include: ♦ Problem description. ♦ Integration design description. ♦ Expected outcome. This document will detail the EDMS application integration concepts and provide system documentation. 1.3.4.2. Implementation Plan The vendor will develop a detailed Phase III implementation plan document in conjunction with the City's project team. The implementation plan document will at a minimum include: ♦ Software installation. ♦ Hardware configuration. Introduction 13 City of Kent, Washington EDMS Request for Proposal ♦ Testing. ♦ Validation. ♦ Client deployment. ♦ User training. ♦ Schedule. The implementation plan will be used to monitor the progress of Phase III and provide system documentation. 1.3.4.3. Software Installation The vendor will install, configure, test, and validate that the application software is fully functional in both the desktop and web environments. Client license deployment will be based on the successful conclusion of work performed in each project phase. The software licenses associated with Phase IV include: ♦ 30 concurrent users ♦ 40 viewers 1.3.5. Items Not Included in RFP Scone The vendor will not include hardware or database licensing in the RFP pricing. However, the vendor is expected to recommend hardware and software items necessary for a successful EDMS implementation. ~� �e following functionality will be evaluated but is NOT within the RFP scope: ♦ Workflow: Automates electronic document routing for a business process. Components include workflow design maps, rule-based engines, client interfaces or "in-boxes," and run-time administration and monitoring utilities. ♦ Computer Output to Laser Disc (COLD): Indexes print stream files originating from a host computer system and provides on-line access to the report pages and data. Key features include data stream translation, indexing, storage, searching, and the ability to render the information in a viewer. Introduction 14 City of Kent, Washington EDMS Request for Proposal 2. Procurement Process This section provides information regarding the City's procurement process for this RFP. 2.1. Procurement Schedule Table 8, summarizes the procurement process milestones. Table 8. Schedule of Contract Events Milestone Scheduled Date Release RFP August 18, 2000 Vendors'Pre-proposal Conference August 25, 2000 Proposals Due September 29, 2000 City Announces Finalists October 13, 2000 Demonstrations /Proposal Validation/Site Visits Demo 1 October 30, 2000 Demo 2 October 31,2000 Demo 3 November 1, 2000 Sites November 2 - 8, 2000 City Announces Apparently Successful Vendor November 10, 2000 Contract Negotiations and Detailed Planning November 13,-December 31, 2000 Operations Committee January, 2001 ty Council I January, 2001 contract Signed I day after City Council approval The City reserves the right to modify the schedule as circumstances may warrant. 2.2. Proposal Date, Time,Location See Vendor Response Section for proposal format. Proposals must be received at the City address listed below no later than September 29,2000, 3:00 PM, Pacific Time. Vendors are solely responsible for ensuring that proposals are delivered on time. Delays caused by any delivery service, including the US Postal Service, will not necessarily be grounds for a waiver of the deadline requirement. Proposals submitted after the deadline may be rejected. Electronic proposal copies, such as fax or E-mail, will not be accepted. All Proposals must be delivered to: City Clerk's Office Enterprise Document Management System RFP City Of Kent 220 4th Avenue South Kent, WA 98032 Procurement Process 15 City of Kent, Washington EDMS Request for Proposal -z 3. Communications with the City of Kent All communications regarding this RFP from vendors and other sources must be directed as follows: Jim McKenney City of Kent Information Technology 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-4606 Fax: (253) 856-4735 Email: jmckenney@ci.kent.wa.us 2.4. Vendor Clarifications and Questions The City will address specific issues unique to this RFP at the vendors' pre-proposal conference on August 25, 2000. Specific vendor questions concerning the RFP must be submitted in writing (may be faxed or sent via e-mail). However, questions must be received by 8:00 a.m., PDT, August 25, 2000. Copies of questions relevant to the RFP process, together with the City's response will be distributed to all participating vendors. Vendors who seek information, clarification, or interpretations from City employees without using this written submission process are advised that such material is used at the vendor's own risk and the City shall not be and by any such representations,whether oral or written. 2.4.1. Clarifications The City reserves the right to obtain clarification of any point in a vendor's proposal or to obtain additional information necessary to properly evaluate a proposal. Failure of a vendor to respond to such a request for additional information or clarification may result in rejection of the vendor's proposal. The City's retention of this right shall in no way reduce the responsibility of vendors to submit complete, accurate, and clear proposals. 2.4.2. Vendor Contact The proposal must include the name of the specific individual who will act as the primary vendor contact during proposal evaluation. The proposal must identify the contact's organization, position in the organization, address, telephone number, fax number, and e-mail address. 2.5. Summary of RFP Process The outline given below describes the City's procurement process after RFP release. 2.5.1. Vendors' Pre-Proposal Conference ",ndors are encouraged, but not required, to attend a vendor pre-proposal conference at the City. The vendor ,.a-proposal conference will be held in the City Hall building located at 220 4th Avenue South, Kent, WA Procurement Process 16 City of Kent, Washington EDMS Request for Proposal 98032 on August 25, 2000, from 9:00 AM to 12:00 PM. The contact person is Jim McKenney, who can be ached at (253) 856-4606. The meeting's purpose is to provide a forum for open discussion and to resolve Kuestions relative to the RFP. 2.5.2. RFP Changes or Amendments Any RFP revisions will be issued in the form of an addendum and will be distributed to all vendors prior to the proposal due date. 2.5.3. Vendor Submits Proposal Reference vendor instructions in Section 3 of this document for the required vendor response format and content. 2.5.4. City Evaluates Proposals The vendor responses will be evaluated based on their proposal's merits as described in Section 3.0. The City's evaluation team will determine which vendor solution can best serve the City's goals and environment. The evaluation will focus on the following aspects: ♦ Vendor Qualifications ♦ Software Functionality ♦ Ease of Use ♦ Data Requirements ♦ Technical Environment and Support ♦ System and Software support ♦ Costs ♦ References 2.5.5. City Announces Finalists The City will announce up to three finalists. The City reserves the right, at any time during the selection process, to include additional vendors for final evaluation activities. The selected vendors will be notified and a time will be scheduled for the vendor to participate in scripted demonstrations. Finalist vendors will be asked to provide the City with system documentation. 2.5.6. City Evaluates Vendor Documentation The City will evaluate the vendor documentation. The City may also request additional documentation. 2.5.7. Vendor Demonstration _te vendor demonstration consists of two activities taking place in one day, as described below: Procurement Process 17 City of Kent, Washington EDMS Request for Proposal J2-,�ripted Demonstrations The City will provide demonstration scripts to each finalist vendor at least 1 week before the vendor's scheduled demonstration. Each vendor will demonstrate their products based on the issued scripts. The scripted demonstration will take approximately 4 hours. The City may require vendor technical experts to participate at this time in discussions with City Information Technology staff. Scripts will include some sample data. Such sample data will be minimal and sample data preparation is not expected to be burdensome. Proposal Validation The second half of the vendor demonstration is for proposal validation. The intention is to discuss the City's needs and the proposed solution, including the cost model. The purpose of this activity is to: ♦ Begin developing a partnership. ♦ Enable the City to fully understand the proposal's cost element in order to equitably compare competing proposals. ♦ Initiate contract discussions. ♦ Discuss technical architecture. ♦ Discuss vendor business qualifications. ♦ Discuss scope of potential system modifications. ♦ Discuss potential team members. 2.5.8. Hands-On Demonstration of Proposed Products Finalist vendors may be required to arrange the on-site availability of vendor proposed products to give selected City personnel the opportunity to work with the proposed products. At minimum, access to the proposed products must be available for a two-week period. The vendor may be required to provide assistance to the City during this period of time. 2.5.9. City Visits Vendor Client Sites and/or Vendor Product Laboratories Vendor(s) may be required to make arrangements for a team from the City to visit up to three (3) representative customer sites for purposes of viewing first hand the proposed products being used in a live, production environment. The vendor may also be required to prepare and coordinate an agenda prior to the visitations. In addition, vendor(s) may be required to make arrangements for a technical team from the City to meet with members of the vendor's development team or visit the vendor's product laboratories. 2.5.10. Final Vendor Selection The City reserves the right to negotiate with all vendors deemed qualified based on the evaluation process. ilified vendors are those vendors identified as viable by the evaluation team. At this stage in the process, the City prefers to work with a single vendor on the terms of its proposal; however, the City may elevate more than Procurement Process 18 City of Kent, Washington EDMS Request for Proposal one viable vendor to the next level. The City reserves the right to review the most recently audited financial itements for selected vendor(s). The City will invite the selected vendor(s) to participate in separate, on-site "discovery" sessions. The purpose of these sessions is to allow the vendor(s) to ask questions and find answers that will enable the vendor to develop a detailed Statement of Work. The Statement of Work, including updated costs, will be submitted to the City for evaluation. A final vendor will be selected based upon the overall benefit/cost ratio of each proposal. The selected vendor will be notified and a time scheduled for final contract negotiations. 2.5.11. Acceptance Test Plan The City will develop (in consultation with vendor) and reach mutual agreement with vendor on an acceptance test plan detailing the scope of testing and specific test cases for each module of the software products purchased. All testing will be done using City equipment. 2.5.12. Progress Payment Schedule The City expects to make staged progress payments based upon on-time completion of specific work packages and delivery of corresponding functionality. These units of work and performance requirements are to be defined prior to contract execution. The City anticipates issuing progress payments at the following milestone points: ♦ Phase I - EDMS Software, System Design, Installation, and Training Completed ♦ Phase II - Image Conversion Completed ♦ Phase III - Image Enable Permit Tracking System (KIVA) Completed ♦ Phase IV - Image Enable J.D. Edwards Completed The costs and terms shall be in effect until January 1, 2002, or one year from the date of final acceptance, whichever occurs later. The final contract will be financially binding and will include a non-performance clause. 2.5.13. Finalize Contract This selection phase will be used to finalize the contract terms and conditions. See Appendix B for details. If the City and the selected vendor are unable to agree on terms and conditions at this point, the City may exercise its right to negotiate with other vendors. The City reserves the right to add terms and conditions during contract negotiations. These terms and conditions will be within the scope of the RFP and will not affect the proposal evaluations. 2.5.14. Contract Approval The City's obligation will commence when the City Council, Mayor, and Information Technology Director —unrove the contract. Upon written notice to the vendor, the City may set a different contract starting date, and warranties and price guarantees, and other time sensitive conditions will be adjusted accordingly. The City Procurement Process 19 City of Kent, Washington EDMS Request for Proposal will not be responsible for any work done by the vendor, even work done in good faith, if it occurs prior to the —retract start date set by the City. 2.6. Proposal Process This section outlines the responsibilities of both the City and vendor in the creation and disposition of materials contained in the vendor's proposal. 2.6.1. Reference Checks The City may conduct reference checks on competing vendors throughout the procurement process. The City may also contact any person or organization for information regarding a vendor regardless of the references provided by the vendor. 2.6.2. Costs Incurred by Vendors The City shall not be liable for any costs incurred by a prospective vendor for preparing or submitting a proposal to the City or for any subsequent demonstrations required by the City. Proposals should be prepared simply and economically, providing a straightforward, concise description of vendor capabilities to satisfy the proposal requirements. 2.6.3. Right of Selection or Rejection of Proposals ale City offers this proposal for software products and technical services as a competitive negotiation. The —Ay, at its sole option, may select or reject any or all proposals for any reason, may waive any informality in the proposals received, and may waive minor deviations from the specifications and shall be the sole judge thereof. Selection of a vendor shall not be construed as a contract award. The City may award a contract on the basis of information in addition to that received in a proposal. Therefore, it is emphasized that all proposals should be complete and submitted with the most favorable financial terms. 2.6.4. Incorporation of REP and Proposal in the Final agreement This RFP and the vendor's proposal, including, without limitation, all promises, warranties, commitments, demonstrations and representations made during the proposal selection process, shall be binding and incorporated by reference into the City's contract with the vendor. 2.6.5. Errors in Proposals Vendors are responsible for all errors or omissions in their proposals and any such errors or omissions will not serve to diminish their obligations to the City. Vendors will not be allowed to alter proposal documents once proposals have been submitted. The City reserves the right to allow corrections or amendments due to errors identified in the proposals by either the vendor or the City. The City may waive minor administrative irregularities contained within the proposal documents. 2.6.6. Vendor Prime Contractor Responsibility a vendor's proposal includes equipment, hardware, software, or services to be supplied by other entities, it is desirable that the proposing vendor acts as prime contractor for the procurement of all products and services. Procurement Process 20 City of Kent, Washington EDMS Request for Proposal The vendor, as the prime contractor, should be the sole point of contact, including payment of any and all arges resulting from the purchase of the proposed software and services. The vendor, acting as the prime contractor, should take full responsibility for the demonstration, construction(if required), delivery, installation, and acceptance testing of the proposed items supplied by its subcontractor(s). Each subcontractor used by the vendor on this project shall be identified to the City on the form titled Subcontractor Identification, found in Appendix A of this document. 2.6.7. Period of Validi , of Proposals The vendor must certify that its proposal will remain in effect for 180 days after the completion of vendor demonstration. The City may request an extension beyond the 180 days. 2.6.8. Proprietary Material The City will attempt to protect legitimate trade secrets of any vendor. Examples of such information would be unpublished descriptions of proprietary system design. Any proprietary information contained in the proposal must be designated clearly and should be separately bound and labeled with the words "Proprietary Information." Marking the entire proposal proprietary may result in the rejection of the proposal. Vendors should be aware that the City is required by law to make its records available for public inspection, with certain exceptions. This legal obligation may not require the disclosure of proprietary, descriptive literature that contains valuable designs, drawings, or documentation. However, the vendor, by submission of materials marked "Proprietary Information," acknowledges and agrees that the City will have no obligation or liability to the vendor in the event that either must disclose these materials. 2.6.9. Proposal Confidentiality Additionally, The City intends to keep each proposal confidential. By submitting itself to the City's proposal process, each vendor agrees that it will not seek to obtain, review, or compare any other proposal until final selection is complete. Accordingly, if the City receives any such requests from any vendor, the City will refuse that request, and will not disclose any part of any other proposal. If a vendor nevertheless persists in its efforts to obtain, review or compare any other proposal, the City may, at its sole option, eliminate that vendor from further consideration. 2.6.10. Proposal Disposition All materials submitted in response to this RFP shall become the City's property. Procurement Process 21 City of Kent, Washington EDMS Request for Proposal 3. Vendor Instructions This section provides the format and description of the information required for a vendor's response to be considered by the City. The vendor must submit three (3) hardcopies (paper) and one (1) electronic copy of their proposal at the date, time, and location given in Section 2.1.1 of this document. 3.1. Prime Contractor The City prefers to work with a single prime contractor for all product and implementation services. Nevertheless, if vendors wish to partner, they must submit a single proposal with an established entity that shall be the primarily responsible point of contact. For example, a software vendor/systems integrator team should propose jointly. Vendors wishing to propose separate contracts must clearly state this intention in their proposal. Vendors may choose to partner with other software providers to provide enhanced functionality to the City. For example, a software vendor may choose to partner with another software provider to input functionality or storage management, etc. A single proposal should be provided, with prime responsibility clearly delineated 3.2. Partial Solutions Proposals for partial solutions will be evaluated on the basis of their potential role in the overall solution set. The City would prefer to receive proposals for all required modules. .s.3. Proposal Format The vendor's proposal shall be submitted in the format outlined in this section. Failure to comply with the specified format may result in the City's rejection of vendor proposal. The City reserves the right to reject all proposals. Other subject headings may be added as the vendor believes necessary. The City reserves the right to require additional information or materials after the proposals are submitted. Vendors must respond to all requirements stated in this RFP and all of the appendices for the solution(s) they are offering, whether the vendor is proposing a complete software solution or a partial software solution. The proposal must be signed by an officer authorized to negotiate for and contractually bind the vendor. The vendor must demonstrate this authority by completing the Vendor Authorization located in Appendix A. Submit one original of your proposal, along with three (3) copies, and one (1) diskette in Microsoft Word 97/2000, with the cost model in Microsoft Excel 97/2000. The entire proposal must be submitted to the City Clerk in a sealed envelope or box. The following is an outline of the proposal contents. Guidelines for completion of each section are included below. I. Vendor Instructions 22 City of Kent, Washington EDMS Request for Proposal Cover Letter The cover letter is to identify the vendor(s) and provide a summary of the proposal. II. Table of Contents III. EDMS Requirements Complete section 4 of this document. See section 3.2 for instructions. VI. Technology Requirements Complete section 5 of this document. VII. Implementation Requirements Complete section 6 of this document. VIII. Vendor Response Forms—Appendix A Vendor characteristics that should be demonstrated in response to this section include: ■ A proven track record for both software use and implementation services for public sector organizations similar in size and complexity to the City. ■ Experience building document-enabled applications that can be scaled vertically within single departments and horizontally across city departments. ■ Dedication to ongoing development of and support for the proposed solution(s). Vendor Profile The vendor must complete the vendor profile provided in Appendix A. Vendor Authorization The vendor authorization must certify that this is the vendor's response to the City's RFP and identify both a vendor contact point for the vendor and the person authorized to negotiate for and contractually bind the vendor. A format is provided in Appendix A. Subcontractor Identification The vendor must provide information for each subcontractor included in the proposal. A format is provided in Appendix A. Software Customer References The vendor must provide at least three (3) references. These references should be as similar as possible to the City in function and size. In addition, at least two references should describe projects completed by the proposing software vendor/implementation team combination. A format is provided in Appendix A. Vendor Instructions 23 City of Kent, Washington EDMS Request for Proposal Cost Model City representatives will review the cost model with finalist vendors following system demonstrations. Instructions are provided along with the cost model in Appendix A. Year 2000 Compliance Statement The vendor must certify that all proposed software and hardware is Year 2000 compliant according to the City's definition. A compliance statement is included in Appendix A for the vendor to review, sign, and return with their proposal. The vendor may substitute their own Year 2000 Compliance Statement. Non-Collusion Covenant The vendor must certify that it has in no way entered into any contingent fee arrangement with any firm or person and that the vendor has not in any manner sought by collusion to secure any advantage over other vendor(s). A Non-Collusion Covenant is located in Appendix A for the vendor to review, sign, and return with their proposal. Equal Employment Opportunity Declaration The vendor must certify that they comply with the City's Minority and Women Contractors Policy. A copy of the City's Administrative Policy and a declaration are included in Appendix A for the vendor to review, sign, and return with their proposal. IX. Proposal Price Guarantee The vendor must provide a written guarantee to maintain the prices proposed in the cost summary for 180 calendar days beyond completion of the vendor demonstration. X. Acceptance of Terms An authorized vendor representative must submit a statement demonstrating the vendor's acceptance of all parts of the RFP including terms outlined in Appendix B. If the vendor cannot provide this acceptance statement, the vendor must enumerate each specific exception to the City's RFP, together with the vendor's proposed changes. The City will not accept substitutions by the vendor with the vendor's own boilerplate documents. XI. Additional Materials Submitted by Vendor VENDORS SHOULD BE AWARE THAT THIS DOCUMENT, THE VENDOR'S RESPONSE AND AN IMPLEMENTATION SCHEDULE WILL BE ATTACHED TO THE NEGOTIATED SALES CONTRACT. IN ADDITION, THE WARRANTY CLAUSE IN THE SOFTWARE LICENSE AGREEMENT MUST STATE THAT THE SOFTWARE WILL OPERATE IN CONFORMANCE WITH VENDOR'S RESPONSE TO THIS RFP. Vendor Instructions 24 City of Kent, Washington EDMS Request for Proposal 4. Response to Requirements Questionnaire Proposals must respond to the RFP requirements questionnaire based on the functionality existing in the most current installed product version. Vendors shall clearly indicate if customization is necessary to meet a required or optional specification. The customization cost shall be itemized in the Cost Worksheet. If customization is necessary, the vendor shall provide an explanation that details the customization's extent. The vendor must indicate the version number(s) in Section 5, Technology Questionnaire. If the feature does not exist in the most current installed version, the vendor must respond with NO, but may indicate if the feature will be provided in a future version. 3.5. Response to Questionnaires The vendor will indicate whether the feature or functionality is provided (Yes), not provided (No), can be customized to provide it (Cust). The comments column shall be used to answer describe questions. The vendor may use this section to clarify a response, state any modifications needed to realize the feature, indicate if the feature is provided in a future version and/or specify if the feature is provided by a third party. The City expects that comments will be provided for any feature that the vendor cannot respond to by checking yes or no. Vendor Instructions 25 City of Kent, Washington EDMS Request for Proposal 4. EDMS Functional Requirements This section describes the anticipated processing and operations that the proposed system must support and details the specific system requirements that must be fulfilled. The City is only interested in "commercial off the shelf "(COTS) products. These products shall be implemented and seamlessly integrated by the software manufacturer and/or a network of experienced integrators certified by the software manufacturer. The vendor shall have verifiable experience in the design and implementation of imaging and document management applications. Vendors must clearly specify any and all parts of the proposed system that are not "out-of-the-box" and that require development and/or customization. If development or customization is required, vendors must indicate what tools will be used, resources required, time frames, and costs. Vendors are encouraged to propose additional or enhanced features, components and designs if they feel that important issues have been overlooked and/or if they can improve the proposed system functionality or efficiency. Legend for EDMS and Technology Questionnaires: The vendor will indicate by a check (✓) whether the feature or functionality is provided (Yes), not provided (No), or can be customized to provide it (Cust). If the feature can be provided by the use of 3rd party vendors, indicate so in the Comment column. When asked to describe how the proposed solution would fulfil the requirement, use the Comment column for the response. EDMS Functional Requirements 26 V y O � O N i d W A � 0 U GG U � b •� U � z U b cn cl C-1 rn N V cd .rN ,� bA E N V) rA Lo rn En 4-1 cn � o 0 En En C— cn co 0 cd" p m ° cd bA c� `" O o O .0 yy -- � O _ � am• m C •� t] O � � � O � �; vi 0 f.2a y EnCd O a� ° Otw co 1.0 +p ,+�-�' '•-" can, ��"' c~d O �-+ r"-+ �.' Cl. o CI. 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Cd ulLO rA .� a, vi U a. vi O b N c� cz At (n p c b cz on Q 7d w Fs. � U •� y it o 4.4 O > N OC ,= U 00 00 00 00 00 00 V E- N VS t6 N vi In tr City of Kent, Washington EDMS Request for Proposal 6. Implementation Questionnaire The City's implementation priorities and anticipated project staffing are located in the section 1.1.6 Project Personnel. The vendor is strongly encouraged to use this information as a guideline to complete the Implementation Questionnaire. The Implementation Questionnaire contains the following sections: ♦ Implementation Methodology ♦ Implementation Team Size ♦ Training ♦ Post Implementation Support ♦ Implementation Customer Reference The City expects the Implementation Team to possess high levels of knowledge and experience in proven methodologies and best practices. The City's focus is on determining that the implementation team and vendor organization has a high degree of experience with successful implementations. Expertise should include both technical and functional expertise in public sector installations for the proposed products. Note: The finalist(s) will be required to provide a comprehensive project plan that fully describes how the vendor intends to complete implementation activities in order to manage and successfully complete the City's pry ect. Note: The City will interview and/or review resume information about implementation team members as part of the final selection and negotiation process. 6.1. Implementation Methodology Attach a description of the proposed implementation methodology that addresses, at minimum, the following: ♦ Briefly describe your company's implementation and integration experience and expertise. ♦ Describe your company's implementation methodology in detail. ♦ Attach the project plan outline for a project of similar size and complexity with your proposal response. ♦ Describe how the pre-contract implementation plan is developed. ♦ Describe how your organization approaches conversion issues. Assume that conversion will be taking place from the existing imaging environment. ♦ Describe how your organization tests for functional and conversion accuracy. ♦ Describe what criteria is used to determine system acceptance. ♦ What amount of elapsed time in months is typically required to implement a project of this size and complexity? Describe what level of support is provided during system rollout. Implementation Questionnaire 45 City of Kent, Washington EDMS Request for Proposal 6.2. I_plementation Team Size identify each necessary additional resource and describe why they are necessary, including the cost to provide the resource. Review the scope of work as identified in the section 1.3. Assume that the vendor is providing supplementary resources to implement Phase I through Phase IV. Please describe how you proposed to supplement the City's project team. Describe number of FTEs, the role each individual will play in the process, and expected duration of service for each individual. Describe experience level and/or technical expertise to be provided by each team member and costs associated with providing assistance. 6.3. Training The City believes that training is critical to the project's success. The following questions explore the technical, functional and end user training recommended by the vendor. For each question, discuss technical and functional implementation team training separately from end user training. ♦ How many training hours are included with the proposed system? ♦ How many hours and/or days of training are typically required for a comparable sized customer? ♦ What are the options available for the training location, e.g. on-site, vendor training facility, etc.? ♦ Do you provide additional training, if needed? If so, what is the average hourly, daily and/or class rate? 6.4. Post-Implementation Sunaort Support after the new software is introduced is as important to the City as implementation assistance. The following questions probe the vendor's facilities for supporting the software after sale. ♦ Please describe post-implementation system support, including the following: — Transition from implementation team to another party (if appropriate) — Describe all parties that the City would be working with — Response procedures for priority vs. non-priority calls — Hours of service — Remote site support — Any other information that would be appropriate to provide to the City ♦ Please describe how both minor system enhancements and major system upgrades are provided. Please include information with regard to: — Frequency of delivery — Impact on City staff resources — Cost implications for City Implementation Questionnaire 46 City of Kent, Washington EDMS Request for Proposal — Training impacts — Whether expert help from vendor or third parties is generally required 6.4.1. Implementation Customer Reference (MUST SUBMIT AT LEAST 3 REFERENCES) (Public Sector Reference Preferred) Organization Contact Name Contact Title Address Telephone Project Name Engagement Dates Describe your firm's involvement with this project in the following areas: ♦ Project Management ♦ Organizational Change Management ♦ Training ♦ Design ♦ Conversion and Interface Development ♦ Customization ♦ Configuration ♦ Testing Implementation Questionnaire 47 City of Kent, Washington EDMS Request for Proposal Appendix A - Vendor Response Forms Appendix A A-1 City of Kent, Washington EDMS Request for Proposal Vendor Profile Please provide the following vendor information shown in Table Al. Table A1. Vendor Profile Questionnaire Question Response Year founded: Headquarters location: Local officer(s): Total gross revenues: Total gross revenues for public sector: Average rate of growth in sales over the last three years: Percentage of gross revenues invested in research and development: Past year past three years Dollars invested in research and development dedicated to public sector products: Past year past three years Number of full-time personnel: Total company management support research and development Number of full-time personnel dedicated to public sector products: Support Appendix A A-Z City of Kent, Washington EDMS Request for Proposal Question Response research and development Number of total customers by product suite: past year past three years Number of new customers by product suite: past year past three years Number of public sector sales by product suite: past year past three years Washington State Number of customers "live" utilizing: Proposed Document Imaging Functionality Proposed Document Management Functionality Proposed Web-enabled viewer Proposed J.D. Edwards Interface Number of customers in implementation phase utilizing: Proposed Document Imaging Functionality Proposed Document Management Functionality Proposed Web-enable viewer Proposed J.D. Edwards Interface Database Server- Hardware Platform —'number of customers "live" utilizing: Appendix A A-3 City of Kent, Washington EDMS Request for Proposal Question Response NT 4.x Windows 2000 Other Number of customers in implementation phase utilizing: NT 4.x Windows 2000 Other Appendix A A-4 City of Kent, Washington EDMS Request for Proposal Vendor Authorization <Vendor Representative Name>, certify that <Vendor Name> has reviewed the City's EDMS RFP for software and implementation services for performance of the following functions: ♦ Document Imaging: This functionality involves capturing paper documents in digital form. These digital documents may then be indexed, annotated, archived, searched, retrieved, or viewed. ♦ Electronic Folder Management: This functionality involves virtual folders, that can contain not only images but also multiple objects or formats. A virtual folder can hold images, word-processing documents, spreadsheets, graphics, Portable Network Graphics (PNG), HTML, XML, PDF, etc. Images and text counterparts can be stored together in folders or they can be converted to final form documents such as Adobe PDF. The user can see any of these documents using a universal viewer or web browser. ♦ Image Enabling Applications: This functionality involves using the imaging engine within another business application. The imaging engine is not the dominant application and can operate without modification to any source code. Data transfer from the host application can populate the image indexes without user intervention.. ♦ Document Management: This functionality includes, indexing, library services such as version control, search, retrieval, check-in, check-out, and document security regardless of media type, location, or format.. ♦ Web Browser Support: The EDMS suite will support both a web-browser and desktop client for viewing imaging and document management documents. 'endor Name> has responded to all required sections as directed in the RFP. This proposal constitutes -,Vendor Name>response to the City's EDMS RFP. I further certify that I am authorized to negotiate for and contractually bind <Vendor Name> in all discussions with the City for the procurement of the software and associated services named above. All contact with<Vendor Name>should be directed to: Name: Title: Address: Telephone: Fax: Email: Signed Date -.de Corporate Seal: Appendix A A-5 City of Kent, Washington EDMS Request for Proposal Subcontractor Identification Please provide the following information for each subcontractor included in this proposal. Organization Organization Contact Contact Title Address Telephone Fax Email Please provide a description of Subcontractor's duties while performing work for the City. Appendix A A-6 City of Kent, Washington EDMS Request for Proposal Software Customer Reference (MUST SUBMIT AT LEAST 3 REFERENCES. At least two references should describe projects completed by the proposing Software Vendor/Implementation Team combination. Public Sector References Preferred.) Organization Contact Name Contact Title Address Telephone Lierver/Database Platform Number of Concurrent Users Contract Dates Number and Type of Support Personnel In the table below, list the modules that were included in the project and the dates they went live. Table A2. Project Modules Go Live Dates Module Approximate Go Live Date Document Imaging Document Management Electronic Folder Management Image Enabling Applications Web Browser J.D. Edwards Interface Appendix A A-7 Cif of Kent, Washington EDMS Request for Proposal Cost Model Instructions City representatives will review the cost model with finalist vendors following system demonstrations. The cost model must represent all costs associated with software licensing, implementation and support services, documentation, training, etc. The City's internal resource costs should not be included. The vendor will provide pricing for each phase of work. The vendor must list in the cost proposal whether annual maintenance fees include minor upgrades, all upgrades/revisions, and service patches. The vendor should indicate any costs associated with support calls not covered by annual maintenance fees. The vendor must use the cost model provided, however the vendor may adjust the format as is reasonable and appropriate. The vendor is responsible for presenting accurate and valid price information. The local sales tax rate is 8.6 percent and should be included in all proposed prices. 1.0 Phase I -EDMS Software Refer to Section 1.3.1, Phase I — EDMS Software, for a detailed description of software functionality and services to be provided in Phase I and complete the following subsections. 1.1 Software and Maintenance Costs Refer to Section 1.3.1.3, Software Installation, for Phase I concurrent user counts and licenses types. Lnter Phase I client access software costs and annual maintenance for client access software in Table A3, Phase I — Software User Licenses and Maintenance Costs. Note any clarifications on licensing types or user license models in the Comment column. Enter Phase I server software costs and annual maintenance for server software in Table A4, Phase I - Server Software Licenses and Maintenance Costs. All custom and accessory software costs should be noted in this table. Note any clarifications on accessory, custom, and server licensing costs in the Comment column. 1.2 Implementation Costs Implementation costs include all vendor-incurred costs required to plan and implement Phase I of this project. The Phase I implementation costs should be entered into Table A5, Phase I — Implementation Services Costs. Several cost categories are listed. The vendor may alter these categories to better reflect the services that will be provided. Mandatory categories include: ♦ System Design Document (refer to Section 1.3.1.1, System Design, for a description) ♦ Implementation Plan Document (refer to Section 1.3.1.2, Implementation Plan, for a description) Note any clarifications in the Comment column. Appendix A A-8 City of Kent, Washington EDMS Request for Proposal 3 Training Refer to Section 1.3.1.4, Training, for training requirements. Enter course names/descriptions, recommended number of trainees, and cost per trainee in Table A6, Phase I — Training Costs. Note if the course can be provided onsite by entering "Onsite" in the Location column. Note the course duration and any clarifications in the Comment column. Appendix A A-9 � $ .� § k U � cu 2 U9, 2 Elq � � � 2 . 2 (1) � ■ t ■ t £ ® £ 2 2 L6 bq Eoq Go!� 4.0 B 6s Gos GIs G / I�oq I � § - 2 2 2 ® \ S � \ § ■ u 'k m / X cc c c 2 Eto E � � d o § k S � i Q RI 61 O U 0 U Cd O f�s Eoq EOS E051 f�s V� 69 GIs s9 ds Fi �a y � o � rs � � � � rs � rs � x o 0 0 0 0 0 0 0 0 0 x 'N 'N V � O O C o c o a o on � o Lei o O >, O O o0 o cl O o y Q. U Q ti v0, N O ti h 3 ai W C� O U C� O C� O a 0 H f;oq r�lq 6e Eoq 0 U r.s rs En rs 40 o 0 0 0 0 0 0 0 0 0 0 0 0 o � s. y a� U � y nl 0 'ci � 0 � a o �o A sue. o� r � o � 4 U QR City of Kent, Washington EDMS Request for Proposal 9 Phase II - Image Conversion Refer to Section 1.3.2, Image Conversion for a detailed description of software functionality and services to be provided in Phase II and complete the following subsections. 2.1 Software and Maintenance Costs Refer to Section 1.3.2.1, Software Installation, for additional Phase II concurrent user counts and licenses types. Enter Phase II client access software costs and annual maintenance for client access software in Table A7, Phase II — Software User Licenses and Maintenance Costs. Note any clarifications on licensing types or user license models in the Comment column. Enter Phase II server software costs and annual maintenance for server software in Table A8, Phase II - Server Software Licenses and Maintenance Costs. All custom and accessory software costs should be noted in this table. Note any clarifications on accessory, custom, and server licensing costs in the Comment column. 2.2 Implementation Costs Implementation costs include all vendor-incurred costs required to plan and implement Phase I of this project. The Phase I implementation costs should be entered into Table A9, Phase II — Implementation Services Costs. Several cost categories are listed. The vendor may alter these categories to better reflect the services that will '-n provided. Mandatory categories include: ♦ Implementation Plan Document (refer to Section 1.3.2.2, Implementation Plan, for a description) Note any clarifications in the Comment column. 2.3 Image Conversion Costs Refer to Section 1.3.2.3, Existing Image Conversion, for a description of the services required to complete this Phase II task. Enter the cost per image to convert the existing document images based in Table A10, Phase II— Image Conversion Volumes. Technical information including index data specifications are contained in Appendix C. Appendix A A-13 \ \ k � @ k � � E U 2 � k 2 2 6q � 60!� 2 2 . \ � ) � / 6s Eoq Goq os � os d , , . . � � \ � 7 � � — � § ) - ) k � § cl � \ � / _ to 2 2 b 7 / o 06 ° DO § § c © � m E cn \ \ to 2 k R \ § ® k d o I S � c y � O � h o� w � b O U 0 V ea w E- b-0 a L � y ^� w O O Q� O b9 69 64 69 64 6R 69 69 U � o 0 0 0 0 0 0 0 v cn i � o � o o � 0 o� u �L o. � U o •° �, 0 o: U C O � 4 Q e o � ti a h O1 Z 6� aj W "d 6� C h� CC O H 69 6Fq 69 6R 69 641 69 69 O 69 69 6R E!9 69 U 0 0 0 0 0 0 0 0 0 0 bA N -- N N C4 Cl 000 C O O � v ? A U � A o ~ c � � b 6. cc � � U O O � O O II .J O •y r o y V �4 h ao o � 3 h o� m A W � a i4 O O v O b9 bFf 64 5R 6R a on ° fos U 0 0 0 0 0 0 o 0 0 � M � R! N A O O O � M N O O p� O A U Z-7 � o N 4 O t. h A a E a r � C v Q City of Kent, Washington EDMS Request for Proposal 1 Phase III-Image Enable Permit Tracking System (KIVA) Refer to Section 1.3.3, Phase III—Image Enable Permit Tracking System, for a detailed description of software functionality and services to be provided in Phase III and complete the following subsections. 3.1 Software and Maintenance Costs Refer to Section 1.3.3.3, Software Installation, for additional Phase III concurrent user counts and licenses types. Enter Phase II client access software costs and annual maintenance for client access software in Table All, Phase III — Software User Licenses and Maintenance Costs. Note any clarifications on licensing types or user license models in the Comment column. Enter Phase II server software costs and annual maintenance for server software in Table Al2, Phase III - Server Software Licenses and Maintenance Costs. All custom and accessory software costs should be noted in this table. Note any clarifications on accessory, custom, and server licensing costs in the Comment column. 3.2 Implementation Costs Implementation costs include all vendor-incurred costs required to plan and implement Phase I of this project. The Phase I implementation costs should be entered into Table A13, Phase III—Implementation Services Costs. 'veral cost categories are listed. The vendor may alter these categories to better reflect the services that will provided. Mandatory categories include: ♦ Interface Design Document (refer to Section 1.3.3.1, Interface Design, for a description) ♦ Implementation Plan Document (refer to Section 1.3.3.2, Implementation Plan, for a description) Note any clarifications in the Comment column. Appendix A A-19 \ % � : � � 2 k k U U 2 col� 614 641� � Gobi 2 toq G 6 2 2 t t � ) � 2 toq � 6q � &I \ 2 rs coq foq (A (.S ) § ZZI m � 7 / 60,Y Goq eoq 6 § 2 EA. Eoq VY fiol� � § — � § v 2 v too � % k � ( g ' 2 R t / 2 c \ a § § o © C E � ® k d o \ C � t3 e3 h ry O ry 4 i .Y 0) �i Q U y O U c cis cos css rys cs� cas s9 r�s cs4 _ H L �a hi~r V69 69 fA bs b9 6s 6s 6s EA o 0 0 0 0 0 0 0 0 � o w x V U on o .. 0. ulo E o /'� ro\ CIS ,SUS ram' Q O y V e City of Kent, Washington EDMS Request for Proposal l0 Phase IV- Image Enable J.D. Edwards (OneWorld) Refer to Section 1.3.4, Phase IV — Image Enable Enterprise Resource Planning System, for a detailed description of software functionality and services to be provided in Phase IV and complete the following subsections. 4.1 Software and Maintenance Costs Refer to Section 1.3.4.3, Software Installation, for additional Phase IV concurrent user counts and licenses types. Enter Phase II client access software costs and annual maintenance for client access software in Table A14, Phase IV — Software User Licenses and Maintenance Costs. Note any clarifications on licensing types or user license models in the Comment column. Enter Phase II server software costs and annual maintenance for server software in Table A15, Phase IV - Server Software Licenses and Maintenance Costs. All custom and accessory software costs should be noted in this table. Note any clarifications on accessory, custom, and server licensing costs in the Comment column. 4.2 Implementation Costs Implementation costs include all vendor-incurred costs required to plan and implement Phase I of this project. The Phase I implementation costs should be entered into Table A16, Phase IV—Implementation Services Costs. /eral cost categories are listed. The vendor may alter these categories to better reflect the services that will be provided. Mandatory categories include: ♦ Interface Design Document (refer to Section 1.3.4.1, Interface Design, for a description) ♦ Implementation Plan Document (refer to Section 1.3.4.2, Implementation Plan, for a description) Note any clarifications in the Comment column. Appendix A A-23 O N QC w C7 A OO U U U C� C� C� CC CC Q b9 69 69 bF} 6R 69 69 69 69 6R `' O O 4 V w W6q b9 69 69 W 69 EA 69 69 (14 6A U � N ti y ti rA 69 69 69 69 sg 69 69 69 69 o 0 0 0 Z 4.6 o 0 0 cl U � U O N y t3 c Cd U U -C cn dq ++ -C U cn +, e o � C V � ts o 'O N s. o� v a d O U 0 U rt O toli sR s9 En 69 Els Goq 60q F/3 F Uc to!� rQoq roq c 6 x U O O O O O O O O O N � O O x U ti cd 64 O ca O bA U Q. O � V � e ai � N 0 � U A � U U � O � 69 69 69 6R 69 69 6A 69 69 69 6�4 v .O U 69 69 69 69 69 69 69 r s 69 609 6A N cd Cd p U a 69 69 69 69 69 69 Ge 69 69 69 69 m CA i cn Cd Ln coCd a 69 69 69 69 69 69 HS 69 69 EA 6R N �U+ w Cd 69 69 69 69 69 6+9 U94 69 69 69 69 � � o En U a� U , a � o U A.i V U O pp 0 v a k ci CU vi E-• w � o o [r C� v0 v1 ,� [� U oo Fi vo 00 F+ City of Kent, Washington EDMS Request for Proposal Year 2000 Compliance Statement <Vendor Representative Name>, certify that all systems and services proposed in this response to the City of Kent's Request for Proposal (RFP) for software and implementation services are Year 2000 compliant. Definition of Year 2000 Compliance An information system is "Year 2000 Compliant" when the hardware, software and embedded systems are able to store, process and report data before, during and beyond the year 2000. The standards by which this compliance is judged include: Century Compliant: The system will accurately process data and perform calculations based on dates. Common calculations include subtraction, sorting and comparative operations. Leap Year Compliant: The system will accurately process data and perform calculations based on all valid leap years. February 29, 2000, is a rare century leap year, and all systems will recognize and correctly process this date. Interface Compliant: Connected systems will accurately share data with other systems as designed. Common formats and protocols will be implemented between connected systems to ensure all data is processed including dates. Projections and Analysis: The system will correctly perform all processes across the year 2000 boundary in both directions. This means that all functions and reports will perform correctly looking forward for projections as well as backward for functions such as trend analysis. pie vendor represents and warrants that the computer equipment, software and systems, individually and in combination, are Year 2000 Compliant when used in accordance with the documentation supplied by the vendor. The vendor further represents and warrants that any upgrades, modifications, customizations or new versions of the computer equipment, software and systems, individually and in combination, shall be Year 2000 Compliant, when used in accordance with the documentation supplied by the vendor. The vendor further represents and warrants that the computer equipment, software and systems, when used in combination with other information technology shall accurately process date/time data if the other information technology properly exchanges time with it. In addition to all legal and equitable remedies available to the City for breach of this paragraph, the vendor shall allow City employees, or authorized representatives of the City, to repair, remove or alter computer equipment, software and systems which are not Year 2000 Compliant. Signed Date Title Appendix A A-29 City of Kent, Washington EDMS Request for Proposal Non-Collusion Certificate ,t'he undersigned, being duly sworn, deposes and says that he/she is the identical person who submitted the foregoing proposal, and that such proposal is genuine and not sham or collusive or made in the interest or on behalf of any person not therein named, as further, that the deponent has not directly induced or solicited any other bidder to put in a sham bid, or any other person or corporation to refrain from bidding, and that deponent has not in any manner sought by collusion to secure to himself/herself or to any other person any advantage over another bidder or bidders for the project described as follows: Application software, including implementation and related services, for an integrated Enterprise Document Management System. Vendor Name Signed Title Notary Public: Sworn to before me this day of , 1999. Name Signature Appendix A A-30 City of Kent, Washington EDMS Request for Proposal Equal Employment Opportunity Declaration The City is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work for the City shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier to adhere to. An affirmative response is required on all of the following questions. The questions are as follows: I have read the attached administrative policy number 1.2. 1. <Vendor Name>does not and will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of any sensory, mental, or physical disability. 2. <Vendor Name> provides a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 3. <Vendor Name>actively considers hiring and promotion of women and minorities. The requirements outlined in this adherence statement shall be complied with prior to the execution of any contract between<Vendor Name>and the City. By signing below, <Vendor Name>agrees to fulfill the five requirements referenced above. Signed Date Title Appendix A A-31 City of Kent, Washington EDMS Request for Proposal CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY: Jim White, Mayor POLICY: ,ual employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding contracts with the City amounting to $10,000, or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the contract. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state, and local laws, policies, and guidelines. Appendix A A-1 City of Kent, Washington EDMS Request or Proposal Appendix B — Terms and Conditions Appendix B B-1 City of Kent, Washington EDMS Request for Proposal 1.0 Terms and Conditions In addition to all statements made in the RFP related to the procurement process, the following terms and conditions will be applied to any contract entered into with the City. 2.0 Definitions Accessory Software Software delivered with the licensed software products but which require separate license with a third party prior to their use. City Operating Environment Operating environment means all host computer(s), network, client, and software operating systems, database software (i.e. SQL Server), and any other peripheral devices necessary to operate the City's system. Concurrent Software License Concurrent licenses represent the number of simultaneous connections to the application software database, regardless of the number of machines upon which the application software is installed. sktop Scanning Capture Engine Software which is capable of converting paper documents into electronic images. Final Acceptance Final acceptance means the date, as determined by City, that the software product and software documentation for each project phase/milestone has been delivered, placed in operation, tested by the City, and have provided full functionality for a period of at least 60 calendar days. Licensed Software Product The computer programming code, including object code and any source code which may be provided, for the software programs provided by the vendor under the vendor's responses to this RFP. Licensed software products do not include any accessory software. Request for Proposal or RFP Request for Proposal or RFP means the City's published document seeking proposals for Enterprise Document Management Software and Implementation Services, issued on August 18, 2000. Appendix B B-2 City of Kent, Washington EDMS Request for Proposal Response to RFP Response to RFP means vendor's response to City's RFP, dated August 18, 2000, together with vendor's subsequent documentation submitted on September 29, 2000, and together with vendor's demonstrations and supporting documentation presented at City's site. Software Documentation Software documentation includes, without limitation, all media, machine readable or otherwise, including tapes, disks, diskettes, recordings, memories, chips, photos, printed or written documents, manuals of any type, and any other media containing recorded or stored information. Software Installation Software installation means the point in time when all modules of the complete application software package have been delivered to the City's site, configured to perform correctly on the City's system, put into operation, and executed by City employees. Software Support Agreement Software support agreement means an agreement entered into between vendor and City to become effective at the expiration of the warranty period that will provide for ongoing service, maintenance, and updates of the software product and software documentation through telephone and onsite assistance. "ystem Design Document The system design document is a written representation of how the proposed solution will be developed at the City. The document will contain the following: ♦ Information Repository - Definitions of information types, document input formats, representation of multipage, multi-sheet documents; indexing modes and attributes; relationships; foldering, libraries, and numbering schemes. ♦ Business Process Integration - Identification of tasks associated with integrating the proposed solution with an existing software application, including repository location and use of hierarchical storage management tools. ♦ EDMS Functions - How documents are created, scanned, revised, reviewed, managed, and administered using the proposed solution. ♦ System Architecture - The specification of servers, scanners, mass storage subsystems, software components and network interfaces necessary to implement the proposed solution successfully. Update(s) - odate(s) means program corrections, enhancements or upgrades to licensed software within the scope of City's yarchase of software product and software documentation. Appendix B B-3 City of Kent, Washington EDMS Request for Proposal Viewer .ne term viewer is used to represent read-only access to documents, images, etc contained within the proposed solution. The vendor should note if the configuration differs between internal (Intranet) and external use (Internet). Warranty Period Warranty period means the one-year time period after final acceptance in which the vendor is responsible for service, maintenance, and update of the software product and software documentation through telephone and onsite assistance prior to any software support agreement taking effect. 3.0 Financial Provisions Payment for the products and services to be provided under this agreement shall occur upon completion and final acceptance by the City of the product milestones, established in section 1.3 of this RFP. 3.1. Payment Method All payments shall be made in U.S. Dollars within forty-five (45) days of invoice, so long as City has accepted and approved the products and services listed on the invoice. 4.0 Licenses .1iy software license provided under this agreement shall be guaranteed in perpetuity to the City. 5.0 Responsibilities Vendor will provide the software product(s), other products, support provide implementation and other services as negotiated with the City in the final contract. These software products, other products, support and services shall be accompanied by the software documentation and include program specifications that describe the program setup, operation, and maintenance. 6.0 Operating Environment Designation The license granted to use the software products under this agreement will be fully operational when used on the City's operating environment. 7.0 Change in Designated Operating Environment 7.1. Efty City may change its designated operating environment at any time without incurring additional license fees, or the vendor shall specify other acceptable operating environment alternatives that would not incur additional f'-s. Appendix B B-4 City of Kent, Washington EDMS Request for Proposal 7.2. Vendor Jendor will provide all identified support levels for the City's operating environment for a minimum of five (5) years from the date the City issues its final acceptance of the software product(s), other products and software documentation. If the vendor discontinues support for the City's operating environment at any time prior to the expiration of this five-year period, the vendor shall provide, at no cost to City, all assistance necessary to move the City to an operating environment, of the City's choice, that is supported by the vendor. This assistance shall include, at a minimum, installation and configuration of the software in the new operating environment, conversion of data from the unsupported operating environment to the new operating environment, and training necessary to operate and maintain the system in the new environment. 8.0 Additional Licenses and License Fees If the City increases the number of concurrent users until the expiration of the warranty period, customer will pay additional license fees at the same rate as the initial license fees. Thereafter, any increase in license fees will be limited to five percent (5%)per year. 9.0 Product Functionality 9.1. Functionality The vendor's software application shall provide the following functionality: ♦ Functionality documented in the vendor's response to REP. ♦ Functionality documented in any amendments to vendor's response to RFP. ♦ Functionality demonstrated during the product demonstrations as described in the City's RFP. ♦ Functionality documented in the vendor's software documentation. ♦ Functionality documented as part of this contract. 9.2. Altering Functionality In the course of updating or enhancing the software application, the vendor may alter an application's functionality. However, the vendor shall not eliminate or substantially alter any software functionality promised under this agreement without the express written permission of the City. 10.0 Timely Service and Corrections 10.1. Timely and Professional Service Vendor services be shall be performed in a timely and professional manner. Vendor further represents that the services furnished under this agreement will be performed in accordance with industry practices in effect at the time those services are performed. A.2. Defects Corrections Appendix B B-5 City of Kent, Washington EDMS Request for Proposal Throughout implementation and during the terms of all support and maintenance agreements, including all newal periods, vendor will correct all defects to the extent those defects originate from the acts or omissions of vendor's products or personnel. 11.0 Warranty 11.1. Title Warranty Vendor warrants that is has full title and ownership of the software products and other products. Vendor further warrants that is has the full power and authority to grant the license(s) granted by this agreement to the City and that the license to and the use by the City of the software products and other products in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other proprietary right of any third party. 11.2. Merchantability and Fitness Warranty Vendor represents and warrants that the software product(s), other products and software documentation will be merchantable and will be fit for the particular purposes established in City's RFP and vendor's response to City's RFP. 11.3. One-Year Express Warranty Vendor warrants that, for a period of one year from the date that the City has issued its final acceptance of the ilware product(s), other products and software documentation, the software products(s), other products and software documentation will be free from significant programming errors and from defects in workmanship and materials and shall operate in conformity with the performance capabilities, specifications, functions, and other applicable descriptions and standards, specifically including all specifications established in the user manual and elsewhere by vendor. During this warranty period, vendor shall also provide the City the support and maintenance services set forth in the Maintenance Agreement. After expiration of the warranty period, vendor shall provide support and maintenance services for the Software pursuant to the terms of that Maintenance Agreement. This warranty will not be affected by the City's modification of the software product(s) (including source code), other products or software documentation, so long as the vendor can discharge any warranty obligations notwithstanding those modifications or so long as the vendor can discharge any warranty obligations following customer's removal of its modifications. 11.4. Virus Warranty Vendor warrants that the software product(s) or other products do not contain any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), that could damage, destroy, or alter any computer program, firmware, or hardware or which could in any manner, reveal, damage destroy, or alter any data or other information accessed through or processed by the software product(s) or other products in any manner. Vendor shall immediately advise the City, in writing, upon reasonable suspicion or actual knowledge that the software product(s) or other products may result in the harm described above. Appendix B B-6 City of Kent, Washington EDMS Request for Proposal 11.5. Maintenance Warranty Vendor warrants that it will maintain the software product(s), other products and software documentation, including all updates, so that the software product(s), other products and software documentation will operate in conformity with all improvements, additions, or modifications of the software installed at City's site or sites for a period of not less than five (5) years from the date of City's final acceptance of all software products, other products and software documentation. 12.0 Indemnification Except for liability that is solely the fault of the City, its officials, officers, employees, agents, and assigns (each of the foregoing hereafter referred to individually as the "Indemnified Party"), vendor agrees to defend, indemnify and hold harmless the Indemnified Party from and against any and all third party claims, actions, losses, liabilities,judgments, awards and costs (including attorney fees and legal expenses) arising out of or in connection with the negligence of the vendor in the performance of this agreement including, without limitation, the infringement or violation of any third party's trade secrets, proprietary information, trademark, copyright, patent right or other proprietary right. Vendor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing,provided that City gives the vendor prompt notice of any such claim of which it learns. No settlement that prevents the City from continuing to use the software product(s), other products or software documentation as provided in this agreement shall be made without the City's prior written consent. In all events, the City shall have the right to participate at its own expense in the defense of any such suit or proceeding through counsel of its own choosing. his indemnification is limited to the software products, other products and software documentation delivered .1) the City or as modified by the vendor and does not cover third party claims arising from modifications not authorized by the vendor. This indemnification shall also survive the expiration or termination of this agreement. 13.0 Damages and Limitation on Liability Vendor's indemnification shall apply to all damages incurred by the City or third parties, whether direct, indirect, actual, consequential or incidental. However, vendor's liability for damages to the City for any cause whatsoever, regardless of form of action,whether in contract, or tort, shall be limited to $2,000,000. 14.0 Insurance Vendor shall procure and maintain for the duration of this agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the vendor, their agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 14.1. Automobile Liability Automobile liability insurance (including commercial automobile liability insurance) covering all owned, non- owned, hired, leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a ibstitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed. This Appendix B B- 7 City of Kent, Washington EDMS Request for Proposal automobile liability insurance will have a minimum combined single limit for bodily injury and property Iamage of$1,000,000 per accident. 14.2. Commercial General Liability Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, products-completed operations, independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the vendor's Commercial General Liability insurance policy with respect to the work performed for the City. Insurance shall be written with limits no less than $1,000,000 each occurrence and in the aggregate. 14.3. Errors and Omissions Errors and Omissions insurance written on a claims made basis with limits not less than $1,000,000 per occurrence and $1,000,000 policy aggregate limit. 14.4. Excess Liability Excess Liability with limits not less than $1,000,000 per occurrence and aggregate. 14.5. Deductible Any payment of deductible or self-insured retention shall be the sole responsibility of vendor. 14.6. Endorsement With the exception of Errors and Omissions insurance, which shall be provided on a claims- made basis, the City, its officers, officials, employees, and agents shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the vendor. The vendor shall furnish the City with original certificates and a copy of amendatory additional insured endorsements. 14.7. Coverage Vendor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. 14.8. Primary Vendor's insurance shall be primary insurance as respects the City, and shall be endorsed to state that coverage shall not be cancelled by either party except after thirty (30) calendar days prior written notice by certified mail, return receipt requested, has been given to the City of any cancellation, suspension or material change in coverage. Appendix B B-8 City of Kent, Washington EDMS Request for Proposal 14.9. Failure 1. failure to provide insurance coverage and written acceptance of the tendered policy shall be deemed to constitute a material breach of contract by vendor. The City reserves the right to then award the contract to another bidder. In order to protect the public interest and notwithstanding any provisions herein to the contrary, vendor's failure to comply with any provision in this section shall subject the contract to immediate termination without notice and without recourse by any person. 15.0 Support and Maintenance Vendor will also enter into a software maintenance services agreement with the City that will enable the software system to perform in accordance with this agreement, the City's RFP, the vendors response to RFP, and other identified documentation, including amendments or addenda that may be issued from time to time. This software maintenance services agreement will go into effect at the conclusion of the applicable warranty period and shall automatically extend for additional one (1) year periods, unless cancelled by the City by written notice no less than thirty (30) days prior to the end of period of coverage. The vendor shall provide the City no less than twenty-four (24) months prior written notice if the vendor generally discontinues offering maintenance to customers of the licensed products. The vendor will not provide such notice during the initial five (5) years following execution of this agreement. During the term of this maintenance agreement, vendor will provide, at a minimum, the following software maintenance services: ♦ All new releases of the software product(s) ♦ All software system modifications, updates and revision ♦ All software system improvements ♦ All functional problem resolutions to the software product(s) ♦ All software documentation modifications, updates and revisions ♦ All software system modifications in support of changes in the City's operating system ♦ Telephone support during the hours of 7:00 a.m. and 6:00 p.m., Pacific Time, Monday through Friday, excluding national holidays ♦ On site support, when required because of the severity of a software problem or for other reasons identified in the agreement ♦ All support services listed in the license agreement, the City's RFP and the vendor's response to RFP Response times will vary depending upon the severity of the problem experienced (e.g., problems or bugs that materially affect the functionality of any software product may require immediate onsite response; less critical problems may only require telephone response within a set time period). Vendor's required response times for identified support (i.e., telephone, onsite, or otherwise) will be within fixed periods of time; vague response requirements such as "prompt"or"reasonable"will not be accepted. Appendix B B-9 City of Kent, Washington EDMS Request for Proposal 16.0 Vendor's Right to Terminate ne vendor may terminate this agreement if the City fails to make timely payment as provided in this agreement, so long as the vendor has first provided the City with written notice of that default and the default has not been corrected within thirty (30) calendar days from the date of receipt of vendor's written notice of default. 16.1. City's Right to Terminate This agreement and the license granted hereunder may be terminated by the City if the vendor is in default of any provisions of this agreement, so long as the default is not corrected within thirty (30) calendar days of the receipt of written notice of the default from the City. For the purposes of this Section 15.1, "default" shall include,without limitation, any failure to abide by the terms or conditions of this agreement including the City's RFP and vendor's response to RFP, together with any of the instances of the following: ♦ Vendor defaults on any of the terms of its contract with the City; ♦ Vendor ceases its ongoing business operations; ♦ Vendor stops maintenance support of the software module in question; ♦ Vendor fails to perform the contract in a timely fashion; ♦ Vendor suffers any act of insolvency; or ♦ Vendor fails to maintain technical staff capable of supporting or modifying the software system. ,6.2. Termination for Convenience The City may terminate this agreement, including all related agreements (e.g. maintenance agreements, etc.) in whole, or from time to time in part, whenever the vendor is prevented from proceeding with the project work by reason of a preliminary, special, or permanent restraining order from a court of competent jurisdiction where the issuance of such restraining order is primarily caused by either acts or omissions of the vendor or by acts or omissions of persons or agencies other than the vendor. Additionally, the City may also terminate this agreement in whole or in part if the City's Information Technology Director determines that termination is in the best interests of the City. 16.3. Claims Any claim for damages incurred by either party resulting from breach of this agreement by the other party shall survive termination. The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy herein provided or otherwise available to vendor shall impair or affect its right to exercise the same. 17.0 Attorneys' Fees Subject to the indemnification and limitation of vendor's liability provisions set forth in this agreement, if any action or suit is brought with respect to a matter or matters covered by this agreement, each party shall be ponsible for all its own costs and expenses incident to such proceedings, including reasonable attorneys' fees. Appendix B B-10 City of Kent, Washington EDMS Request for Proposal 18.0 Governing Law "he construction and performance of this agreement shall be governed exclusively by the Washington State Uniform Commercial Code, Title 62A Revised Code of Washington, and other laws of the State of Washington without regard to the conflict of laws provisions thereof. If parties are unable to settle any dispute, difference or claim arising from the parties' performance of this agreement, the exclusive means of resolving that dispute, difference or claim shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court located in Kent, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. 19.0 Entire Agreement The terms and conditions outlined, together with City's RFP and vendor's Response to RFP constitutes the entire agreement between vendor and City and shall not be modified or rescinded except in writing, signed by both parties. In the case of inconsistencies or disputes among this agreement, the City's RFP, and the vendor's response to RFP, the following order of precedence shall prevail in descending order of priority: 1) This agreement and any written and fully signed amendments thereto. 2) The City's RFP and any written amendments thereto. 3) The vendor's response to RFP and any authorized written amendments or clarifications thereto. If any terms or conditions of this agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions shall not in any way be affected or impaired Appendix B B-11 City of Kent, Washington EDMS Request for Proposal Appendix C - Indexing Appendix C C-1 City of Kent, Washington EDMS Request for Proposal Appendix C contains information regarding the City's current imaging indexes, requirements for future indexes id sample conversion specifications. 1. Current Image Indexes The City's current imaging database contains the indexes shown in Table Cl. The index information will be reviewed and evaluated by the successful vendor for conversion suitability. Table C1. Current Imaging Indexes Department/ Subject Data Index Card Name Type Width City Clerk Ordinances & Document Char 12 Resolutions Date Date Auditor Number Char 20 Subject Char 100 Comment Char 100 Council File Char 5 Minutes Document Name Char 12 Document Date Date Reserved Char 20 Contracts Document Char 60 Category Char 15 Expire Date Date Contract Date Date Subject Char 100 Priority Char 20 Name 1 Char 100 Appendix C C-2 City of Kent, Washington EDMS Request for Proposal Department/ Subject ata Index Card Name Type Width Name 2 Char 100 Proj ect 1 Char 200 Project 2 Char 200 Planning Permits Tracking Number Long Int Project Name Char 30 Address Char 37 Zip Code Char 10 Permit Number Char 10 Parcel Number Char 16 Use Type Char 4 Application Type Char 12 Certificate of Occupancy Long Int Date In Date Department DS Char 2 Department PL Char 2 Department FR Char 2 Department PW Char 30 Contractor Char 30 Former Address Char 37 Public Works Business Files Name Char 35 Address Char 35 Appendix C C-3 City of Kent, Washington EDMS Request for Proposal Department/Subject eta Index Card Name Type Width City Char 20 Zip Integer Location Char 35 AKA Char 35 Tax Lot Long Int Police Police Incident Reports Case Char 20 Date Date Corrections Inmate Number Char 12 Booking Date Date Release Date Date Last Name Char 35 2. Indexing Requirements for the Proposed Solution. It has not yet been determined whether the City will require one set of generic indexes for all the functions, or whether multiple sets of indexes (and multiple databases) will be used. The vendor will work with the City's implementation team to develop an indexing scheme that will provide excellent search and retrieval capabilities to City staff and prepare the application for public access. At a minimum, the indexing scheme must include: ♦ Unique Identifier: A unique value that will not change and will provide a fixed reference. For EDMS files, this value can be auto-generated by the system. ♦ Related Number: Project number,permit number, employer number or other defined reference number. ♦ Standard Name: A project name,participant name, employee name, or other defined reference name. ♦ Document Type Identifier: A defined abbreviation for the document type or form being used. ♦ Business Identifier: A defined abbreviation for the workgroup that is responsible for processing the document or is responsible for security. Appendix C C-4 City of Kent, Washington EDMS Request for Proposal ♦ Date: May be the date on the document, the in-stamp date, or the date the document was scanned. ♦ Financial Identifier: A defined financial or ledger value based on the J.D.Edwards design document. Appendix C C-S City of Kent Enterprise Document Management System RFP Addendum 1 This addendum addresses the questions asked at the Vendor Pre-Proposal Conference that took place on August 25, 2000, at the City of Kent. A vendor list is also included in this document. The vendor list is current as of the time this addendum was posted. Vendor Questions 1. How much of the 12.8 Million Dollar Technology Budget is earmarked for Document Imaging and Document Management? The EDMS project phases listed in the RFP are fully funded. 2. How much of the existing imaging system hardware do you intend to use with the new system? The existing Ricoh 420 scanners will be re-used, and if possible the VisionShape. The City would like to be able to re-use the 90GB data storage since it is only one year old. 3. What are the timelines for each of the phases? The City does not have any factors that shape the timelines, other than the integration with the JD Edwards software, in Phase IV. The City anticipates the work in this phase cannot begin until Q2-2001 at the earliest. 4. Section 1.3.1.3 Software Installation- Phase 1 Regarding the configuration for Phase I: Do you want 10 concurrent users PLUS the 10 scanning stations, or do you want the 10 concurrent users to include the 10 scanning stations? If the latter is the case, if everyone is logged into the scan stations, your concurrency is taken up by the scanners and no one can log on for retrieval. The City anticipates that only 3 scanning stations will be scanning at any one point in time, and that the remaining 7 concurrent licenses would be end-users. 5. Section 1.3.2.2 Software Installation-Phase 2 How much concurrency do you want to add at these points? The software installed in Phase 2: 6 desktop scanning capture engines and 20 viewers does not add additional concurrent licenses. - lof7- City of Kent Enterprise Document Management System RFP Addendum 1 6. Section 1.3.3.1 Interface Design Document and Section 1.3.4 Image Enable Enterprise Resource Planning System (J.D. Edwards). Do Kiva and J.D. Edwards have the ability to construct, on demand, a URL that contains data indexes from their records and put those indexes into a prescribed format? No. 7. Section 1.3.5 Why are you requesting that no pricing for hardware be given? The City wanted to reduce the complexity of the EDMS RFP. At the conclusion of Phase I, an RFP for hardware will be issued. 8. Section 4- The RFP states that"The City is only interested in `commercial off the shelf systems,but yet the RFP requires a high degree of integration with existing City systems. This seems contradictory. Please clarify this. The City is not interested in software that will be unique to the City. The intent is to purchase software readily available to the general public without modifications to achieve the functionality outlined in the RFP. The City recognizes that there will be system integration that will be unique to the City. 9. Section 4.1.18 What do you mean by "automatic scaling"? Q. Does the proposed system have the following repair tools:De-skewing, speckles and artifact removal, cropping, line removal, line smoothing, rotation, automatic scaling for output, and fill for holes? The reply at the conference was directed towards "automatic scaling" in the context of viewing. The user should be able to enlarge the viewing of an image using Windows functionality. The question does not refer to measurement functionality. "Automatic scaling" is meant to represent the proposed solutions ability to adjust the print scale to match the end-users default printer settings. For example, if a user selects a drawing 10. Does the city require the ability to search across a range of annotation criteria within a document set or the entire image/data repository? Q. Does the proposed solution support searchable annotations? The City's intent is to identify what reporting functionality exists with regards to annotations. There are no specific requirements identified for this functionality at this time, but the ability to identify the number of documents that have annotations and report the specific text contained in the annotation at any level may be beneficial to potential users. - 2of7 - City of Kent Enterprise Document Management System REP Addendum 1 11. Further describe large format scanning requirements? Q. Does the proposed solution support large format scanning?Describe how the product would address this requirement, listing any special drivers or interfaces necessary and identifying any costs associated in the cost estimate. The City's intent is to identify if an interface exists between the proposed solution and a large format scanner. Our current imaging product does not have such an interface. 12. Section 4.2.6 Do you want to view natively, or through something like and OLE connection? Q. Does the proposed solution include a universal viewer? (One that does not require launching the native software application). Please describe. The question is intended to identify how the proposed solution would handle a document in Word, as well as an AutoCAD drawing. All City users have Word installed, but only a few have AutoCAD. The vendor should identify the advantages and disadvantages of native versus OLE connection. 13. Section 4.4.5 What is your goal here? Do you want to modify the database? Please Clarify what you want to do. Q. The City expects over time to have to add or delete selected index structures from a document group structure. Describe how changing the index structures (as opposed to individual data elements) can be accomplished The question is intended to identify how index changes are managed within the proposed solution. In the case of deleting an index structure, does the proposed solution delete the data itself or only the reference to the data, the pointer in the database to the data element itself? In this latter case, the vendor would need to clarify how removing the delete data element would be accomplished. Similarly, in the case of Phase III where the proposed solution will be integrated with the permit tracking system (KIVA), how would a key index change or deletion be managed between the systems? 14. Section 4.4.8 Can the City provide sample AutoCAD files to vendors in order to evaluate supportability? Q. Does the proposed solution support complex document types? (email, spreadsheets, AutoCAD, Word, etc)? The City currently uses AutoCAD version 14 files, with the intention to migrate to version 2000 2Q-2001. Sample TIFF files are located in KentSampleTif£zip. A sample AutoCAD14 -3of7- City of Kent Enterprise Document Management System RFP Addendum 1 drawing is in KentSampleAutoCAD14.zip, and 0010ppOl.txt will identify the dependencies of the drawing ,001 OPPOI.DWG. Section 4.4.10 Do you mean a full text search engine, or just a database search to locate the documents? Q. Does the proposed system include a search engine?Describe the search engine's features and capabilities. The City requires both full text search and database searching to locate documents. Section 4.4.11 What is the goal here? Please describe your need and functional requirements. Q. Does the proposed solution include metadata in the indexing process? The City is referring to the type of information contained in the meta-tags of Web pages. 15. Section 4.2.12 How does the city prefer to administer page retrieval? Q. Does the proposed solution have system administration tools to control page retrieval? Describe the functionality. The purpose of this question is to identify whether the proposed solution has functionality that would benefit a user's response times in document retrieval. For example, if a user selects a document, and it has 500 pages, does the proposed solution deliver all 500 pages at once or incrementally as they are viewed? 16. Section 4.4.10 What kind of integration are you looking for? Just with e-mail? Q. Does the proposed solution provide for Microsoft Exchange Integration?Please describe. The City's intent is to be able to file email messages into the proposed solution with sufficient information to comply with the requirements. 17. Section 5.1.4 What do you mean by"Information Model"? Q. Is the Information Model published? If yes, describe how and in what form the Information Model is made available to users, (CD, the web, hardcopy, etc) The Information Model is the vendor's proposed solutions table relationships, fields and other detailed information of the software published for the end-user's. -4of7 - City of Kent Enterprise Document Management System RFP Addendum 1 18. Section 5.2.5 How are you using the term COM here? Q. Does the system provide COM support? COM is meant to be Computer Output to Microfilm. 19. Section 5.2.7 What are your goals with regard to XML? Q. What is your XML strategy?Please describe. The City views XML has a functionality that is still being defined by the industry in terms of standards. The vendor should identify what strategic direction, if any, the software manufacturer has for adopting this functionality. 20. Appendix A- Vendor Profile Would you like answers for support and research and development personnel to be local or total company-wide? Both 21. Appendix A- Vendor Profile If the intent is to determine how financially strong a company is, can we attach a recent investor package or annual company report? Yes. 22. Appendix A- Vendor Profile :Document Management Cost Model - Phase 1 Does the city intend for all users to access images via a web client or production client? The City's goal is to utilize a web client whenever possible. 23. Appendix A - Vendor Profile : Cost Model -Phase 1 Is it the City's intent to spec out the hardware after vendor selection? Yes, a request for proposals for hardware will be drafted based on the vendor's recommendations. If this is the intention, we are not to submit prices or configuration needs for the proposed solution correct? Incorrect. The City's intent is to identify all costs associated with each project phase. The vendor's cost proposal in Table A5 should include an estimate for the costs associated with technical configuration needs, including software installation, and testing necessary to - 5of7- City of Kent Enterprise Document Management System RFP Addendum 1 make the system operational in Phase 1. If the type of hardware used affects the cost proposal, the vendor should identify what the mitigating factors are. 24. Appendix A - Vendor Profile : Cost Model - Phase 2 Will Phase 2 require and increase the number of concurrent users or only the number of installed viewing seats? The software installed in Phase 2: 6 desktop scanning capture engines and 20 viewers does not add additional concurrent licenses. 25. Appendix A - Vendor Profile : Cost Model -Phase 2 Can the City provide sample TIFF images to vendors in order to evaluate the best possible solution for conversion? The City will provide sample materials in both hardcopy and digital format for the vendor 26. Can a vendor submit more than one proposal? Yes. 27. Is there any actual backfile of paper that needs to be scanned for the project? The City intends to require each department to have in place a record management plan that identifies the document lifecycle of any material that may be scanned into the proposed solution.. While this may occur during the project phases, it was removed from scope to reduce the project complexity. Should the City identify the need for backfile scanning, the City will solicit bids or issue an RFP for the services at that time. 28. Are all of the images that need to be converted existing TIFF images? Yes. 29. Is there a JD Edward's contact for this project? The City is currently focused on implementing the JD Edward's application core and does not have a designated contact related the EDMS project. 30. Vendor Response Forms - The form prints fine,but appears to be chopped off. If you view the form using page layout, the right margin does not appear. Switch to normal view and the table will appear in it's entirety. - 6of7- .......... City of Kent Enterprise Document Management System RFP Addendum 1 Vendor List Name Company email Mamatha Redd 80-20 mreddy@80-20.com Tim Ritter 80-20 Software trifter@80-20.com Paul Heise 80-20 Software pheise@80-20.com Matt Lee FYI Image - Seattle mlee@fyissg.com Shadrach White FYI Image - Seattle swhite@fyissg.com Robert Hu het FYI Image - Seattle rhughet@fyisg.com Michael Eddin ton IKON Office Solutions Inc. meddington@ikon.com Jim Terrell IKON Office Solutions Inc. jterrell@ikon.com Loran Keller Ima eSource, Inc. lorank@imagesourceinc.com Jim King Laserfiche 'kin laserfiche.com Kevin Knudsen Minolta Business Solutions kknudsen@minoltambs.com Tracy Lorsch Minolta Business Systems, Inc tlorsch@minoltambs.com Kathleen Fish Minolta Business Systems, Inc kfish@minoltambs.com Steven Mendell Mobius smendell mobius.com Meri Coury Munimetrix Systems Corporation mail munimetrix.com Philip Sterling Network One/Scan One philip@netl.com David Trinka Network One/Scan One dave@netl.com Stephen De Luco Optika, Inc SDeLuco@optika.com Dennis Brooke Optika, Inc dbrooke@optika.com Jack Whiteside Optika, Inc 'jwhiteside@optika.com Jill Maxwell Research For Proposals, Inc. r!pinc(�-d-ftology.net John Galloway Sierra Systems Group, Inc. johngalloway@sierrasystems. com Richard Smith Sierra Systems Group, Inc. richsmith@sierrasystems.com Patricia Holmquist TABNW - Infosource Imaging homl uist tabnw.com Michael Nelson TABNW - Infosource Imaging mnelson@tabnw.com Lee Wlazalk TABNW - Infosource Imaging lwlaziak@abnw.com Greg Menne ar Western Micro Services, Inc. gmennegar@wmsinc.com Daniel Kidd Xerox Corporation daniel.kidd@usa.xerox.com Christie Whitney Xerox Corporation christie.whitney@usa.xerox.co m Alan Brown Xerox Corporation alan.brown@usa.xerox.com Bill Higgins Xerox Corporation bill.higgin@usa.xerox.com Stephanie Pruss Scientific Technologies stef_pruss@stchome.com Corporation -7of7- City of Kent Enterprise Document Management System RFP Addendum 2 1. Question 5, Section 1.3.2.2 Software Installation- Phase 2. From our understanding you are looking to add 6 additional scanning workstations and allow 20 more people have the capability to view documents. In Phase One, you start with 10 concurrent users with 3 scanning workstations. By adding 6 more scanning workstations that will take 9 of the 10 concurrent licenses, leaving one for viewing. Is this correct? Response: No. The software licenses for Phase I ,include 10 concurrent users, 10 scanning stations not 3, and 40 viewers. Phase 2,provides for 6 additional scanning stations and 20 addition viewers. This will bring the total number of scanning stations to 16, slightly more than one scanning station for each department, and 60 viewers. The total number of concurrent licenses at the end of Phase 2 is only 10 users. The City's intent is not to have the 16 scanning stations in full production by the end of Phase 2. The scanning stations will come into production only after the sponsoring - department has an approved plan in place. The City does not anticipate having all 16 scanning stations in full production until phase 4. 2. Question 17 of Addendum 1 - "What do you mean by "Information Model"? Are you simply referring to any type of documentation, CD-ROM's, etc. that will assist the end-users with any questions? Yes, it is the documentation from both an end user's standpoint and from a system administrator. The term "Information Model"can range from help guides to entity relationship diagrams, to any published API's and other tools necessary to make the proposed solution successful. Exhibit B CITY OF KENT ENTERPRISE DOCUMENT MANAGEMENT SYSTEM I --I F.Y. I. s am:sawm Qo„y 07A"Olons Response submitted: September, ,9`h 2000 F.Y.LA l FOR YOUR INFORMATION Cover Letter 1EY1 F.Y.I. Image - Systems Solutions Group 444 North East Raveena Boulevard • Number 209 • Seattle,WA 98115 Phone: 206.525.4399 • Fax: 206.525.3924 www.fyissg.com Systems Solutions Group September, 28th 2000 City Clerk's Office Enterprise Document Management System RFP City Of Kent 220 4th Avenue South Kent, WA. 98032 Mr. Jim McKenney, In response to the City of Kent Enterprise Document Management System RFP,FYI Image - Seattle is pleased to submit the following Optika AcordeTm EDMS solution. We at FYI Image are prepared to fully meet your goals today,while keeping an eye on an overall enterprise solution in the future. FYI Image proposes a full service solution with Systems Integration and Conversion Services for Phases I-II all performed by FYI. The Optika Acorde based solution with the exclusive JD Edwards B2B ERP-Pak will enable you to most effectively meet all aspects of Phase IV. By selecting FYI Image and Optika as your partner during these critical integration Phases,The City of Kent will be well prepared to expand the system to other departments and applications within the city. We are confident that the solution will exceed your expectations in two ways. First,the Acorde system architecture and product capabilities will best solve your immediate archiving requirements by delivering a seamlessly integrated solution with the KIVA Permit Tracking System. Second, The City of Kent will benefit from our professional approach of deploying all currently outlined phases and assisting the expansion for future phases. By utilizing our Professional Service Integration Methodology The City of Kent will be able to effectively take ownership of the system and maximize any future expansions planned. FYI certifies that the initial cost information covers all expected application costs associated with the project as proposed. The primary contacts throughout this process will be Terry Butler, Divisional President of FYI Seattle and Matt Lee, Senior Account Representative, FYI Seattle. Matthew Lee Terence Butler mlee(a-)fyissg com tbutler@fyissg.com Account Representative Division President FYI Image—Seattle FYI Image—Seattle 206.525.4399 Office 206.525.4399 Office 206.525.3924 Fax 206.525.3924 Fax New Jersey • New York • Pennsylvania • Delaware • Maryland • Virginia Washington,D.C. • Florida • Connecticut • Massachusetts • Washington EXECUTIVE SUMMARY FYI Image—Seattle began operations in 1998 as an expansion effort of the FYI Systems Solutions Group within FYI, Inc. A team of seasoned Northwest document management and technical professionals was formed and quickly identified several poorly integrated and maintained Optika Imaging Systems. By giving the owners of these systems competitive avenues for support and creating system enhancement teams, these customers and their projects are successful today. In addition,FYI Image has generated revenue exceeding 1.2 million dollars by focusing on new integration efforts in the public and private sectors. Your senior team consisting of Terry Butler, Shad White,Troy Hooks and Bob Hughet are considered industry experts in design and implementation of Optika Imaging Systems with organizations as diverse as The Washington State Liquor Control Board,Washington State Employment Securities Department, Costco Wholesale,Airborne Express, Group Health and Unigard Insurance. Most of these systems started as 50 concurrent seat installations and have grown, some as large as 1,000 concurrent connections. Many of them started as storage and retrieval applications and are now fully integrated to existing line of business applications and have expanded the systems to include electronic workflow processing to further eliminate paper at it's source. FYI,Inc. is a 470 million dollar Corporation Headquartered in Dallas,Texas. FYI Inc. believes in solutions that combine innovation with an intelligent business sense to bring about dramatic improvements in office process efficiencies, and to strengthen an organizations bottom line. Superior customer service and cost-effective operations is a key to competitive strength among today's businesses. FYI supports enhancement to business information processes to achieve these goals, making this competitive strategy not just a concept, but also a reality. FYI integrates and supports non-proprietary tools to solve problems associated with storing,retrieving,managing, and processing large volumes of paper FYI is noted for its large customer base of imaging systems running on local area networks. With more than 300 installations, prominent industry authorities have consistently recognized FYI-SSG for its leading edge,proven technology in document imaging systems. FYI, Inc.has for many years held an industry leadership position in the field of computer controlled document storage and retrieval systems. The principals of FYI have over 30 years experience in the design and implementation of computer indexing and document storage/retrieval techniques necessary to manage very large image databases. FYI-SSG has over 300 optical disk installations in over 30 States in the US and several Canadian Provinces. Our largest customer has well over 1,000 users on their WAN with over half accessing images on a daily basis,many companies use multiple scanners adding thousands of documents a day, fax lines tied into the imaging system, a number of network image printers, COM&report download capture implemented. Recently FYI has incorporated satellite links to remote sites for document uploading and downloading. FYI has a number of key strengths that differentiate it in the document imaging market: We separate ourselves from other imaging vendors through the diversity and comprehensiveness of our products and service, a distinct advantage when selling to a wide range of markets. We are a vendor dedicated to imaging and workflow solutions and our entire staff is seasoned in understanding your office automation challenge. Our strategy is to sell total solutions,not simply products. We work hand-in-hand with our customers to create the specific solution that achieves your goals. As part of our solution services, we provide customers with a pre-sale business process analysis, equipment design, and a site study. We analyze your work processes, define areas where processes can be improved,provide cost justification, and configure the proper solution. Once we have installed a system, our post-sale customer service, and support offerings are just as comprehensive. We offer a range of customized software, and hardware support programs to fit your specific requirements. FYI also offers a suite of professional services that go beyond standard contract maintenance,and support, which are designed to leverage your investment in our solutions. They include network design, application consulting, disaster recovery, and workflow applications. Our document management system literally puts information at your fingertips, delivering data, text, images, and other information to your workstation. From mainframes,minicomputers, and network based servers; these systems deliver all the information necessary to process a business transaction -immediately and reliably. You can improve the quality and effectiveness of your operations by reducing processing time, data entry errors, and physical storage space. FYI delivers products on an industry-standard, client-server architecture making the FYI solution flexible enough to accommodate work environments ranging from work groups, to departments,to an entire enterprise. Our solutions include a logical growth path without jeopardizing your investment in applications and systems software. FYI is bringing productivity solutions to such general business applications as underwriting, loan servicing, claims processing, litigation support, accounts payable and receivable, permit, licensing and human resource management. Applications are flexible enough to serve all industries - government,health care,manufacturing,utilities,banking, transportation, insurance, education, and legal to name a few. Terence Butler- FYI Divisional President, Seattle Terry has fifteen years experience in imaging, system analysis, design, and systems integration.Prior to joining FYI,he was a key player in the development and installation of some of the largest imaging solutions on the West Coast including Costco Corporate, Eddie Bauer,Unigard Insurance and Levi Strauss. Terry is consistently featured as a guest speaker at ARMA and IAPP on the benefits and pitfalls of integrating Electronic Records Management,Document Imaging and Workflow Systems Shadrach White-Director of Professional Services,FYI West Coast Shad has over twelve years experience in imaging, system analysis and design integration. Prior to joining FYI, he oversaw the installation and development of imaging solutions from Alaska to California including First National Bank of Anchorage,The Loewen Group in Vancouver,BC and Levi Strauss in San Francisco. Currently, Shad is heading up FYI Image - Seattle teams at the Washington State Liquor Control Board and Airborne Express. Both of these projects are wrapping up and looking at expansion phases. Matthew Lee, Senior Account Representative, FYI Seattle Matt has over twelve years as an account representative working in Seattle. Matt has a diverse experience in customer service solutions. This includes 10 Years as an outside sales rep for Music Vend in Seattle,Financial Systems Products, the IKON Business Imaging Division and now, at FYI. A few of his imaging accounts include: Unigard Insurance,Olympic Health Care Management and the The Loewen Group. Optika AcordeTM By utilizing the existing KIVA Permit Tracking System and ultimately JD Edwards OneWorld as a link to information stored in Acorde,The City of Kent will have a unique advantage by accessing all information required to process permit applications and perform research on existing and new project paper files and converted microfilm. The proposed solution will use Kofax Ascent as the primary image acquisition software for all low,mid and a-size paper scanning. Canon DR-3020 scanners will be used for all 10 scanning workstations. All City Clerk,Planning, Public Works and Police files will be stored magnetically for instant access at any concurrently licensed workstation or web client. In addition, all image files will be stored to Hewlett Packard Optical Jukebox storage devices for redundancy and long-term storage requirements. The Kodak Digital Science Document Archive Writer will be used for migrating electronic images to microfilm for transfer to State Archives. The Optika Acorde server strategies are comprised of 32-bit NT Services that are scaleable and extensible throughout the enterprise. This provides a completely integrated solution that delivers unified access to Imaging,Native Document Formats, Project Packages and Data Objects via a 32-bit thin production and web client. There are five core features provided by the application service layer of the Optika Acorde architecture; storage, input, output, integration and administration. Acorde provides an enterprise solution for managing the life cycle of data and documents. From initial entry to long-term archival, Optika Acorde storage service provides automated HSM across volume types giving the customer the ability to maximize access performance while minimizing storage costs. Together,Acorde Context and Kofax Ascent provide a comprehensive solution to the complex information management and business processing needs of The City of Kent. The Acorde family of solutions will enable The City of Kent to leverage the web to create new opportunities for more efficient and effective process transactions, while extending the value of their current Hansen Technologies infrastructure investments. Acorde Context will allow The City of Kent to establish the necessary framework for managing the huge volumes of disparate types of information associated with permit projects. Building upon this powerful base, The City of Kent can extend their business to the web—and resolve related permit project issues with applicants over the web by leveraging the power of the Acorde Process and Resolve solution. By providing simple and efficient information management and sharing, Acorde solutions will allow The City of Kent to focus their time, money and resources on the more important business of providing excellent customer service, improving partner relationships and improving permit approval times. The Acorde solution enhances relationships and creates efficient business processes by taking a revolutionary approach to addressing two of the most fundamental problems organizations face today: information management and communication. Acorde is much more than a solution designed to manage information. Regardless of the type of business being conducted, all organizations are part of a supply chain. The Acorde architecture is designed with this in mind. Acorde Process and Context address both the business and technical requirements of creating a solution that is open and extensible; yet secure. Acorde focuses on the real problem of enhancing trading partner relationships through communication. Acorde creates more efficient business transactions due to faster turnaround and enhanced communication between business units and trading partners. II. Table of Contents TABLE OF CONTENTS City of Kent EDMS RFP Response Document III. EDMS Requirements 4.1. Document Imaging 1 4.2. Electronic Folder Management 5 4.3. Image Enabling Application 9 4.4. Document Management 11 VI. Technology Requirements 5.1. Overall Requirements 15 5.2. System Design 18 5.3. Operating Environment 21 5.4. Administration 25 5.5. Security 26 5.6. Customization 27 5.7. Professional Services—Support 29 5.8. Product History and Vision 31 VII. Implementation Requirements 6.1. Implementation Methodology 33 6.2. Implementation Team Size 36 6.2.1. Project Organization Chart 41 6.3. Training 43 6.4. Post—Implementation Support 44 6.4.1. Implementation Customer Reference 46 VIII. Vendor Response Forms Appendix A Vendor Profile Questionnaire Al Vendor Authorization A4 Subcontractor Identification A5 Software Customer References A6 Cost Model A9 Year 2000 Compliance Statement A27 Non—Collusion Certificate A28 Equal Opportunity Declaration A29 IX. Proposal Price Guarantee X. Acceptance Terms XI. Additional Materials Submitted by Vendor Exhibit A Optika Reference Exhibit A.1 Acorde White Paper Exhibit A.2 Acorde 2.0 Release Notes Exhibit A.3 Acorde ERP 13213 Pak J.D. Edwards White Paper Exhibit A.4 Acorde ERP 13213 Pak White Paper Exhibit A.5 Gartner Group Report Exhibit A.6 Product Collateral Exhibit A.7 Acorde Server Diagram,Requirements and Overview Exhibit B Optika Price List Exhibit C Support Exhibit D Hardware Components Exhibit E Training Services Exhibit F City of Kent EDMS Project Schedule Exhibit F.1. Testing Criteria Acceptance Exhibit F.2 Deliverable Acceptance Exhibit F.3 Change Order Request Process Exhibit FA Project Change Request Form Exhibit G Conversion Approach Exhibit H FYI Investor Package** one copy provided Exhibit I WA LCB EDWMS Project III. 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Implementation Requirements 6. Implementation 6.1. Implementation Methodology ♦ FYI Image's implementation and integration experience and expertise. FYI Image is one of the largest imaging systems integration houses in the country, specializing in document imaging, COLD and Workflow. FYI has offices in Seattle, San Francisco and across the United States. The Seattle staff has a proven track record for over ten years in providing cost effective imaging systems to companies such Costco, Eddie Bauer, Boeing, Eagle, Spiegel Levi Strauss and others. A large portion of the $470+ million annual revenue is generated from document conversion projects for both public and private sector. Headquartered in Mt. Laurel, NJ, FYI Image believes in solutions that combine innovation with an intelligent business sense to bring about dramatic improvements in both office process efficiencies, and a company's bottom line. Superior customer service and cost-effective operations has become a key to competitive strength among today's businesses. FYI Image supports reengineering of business information processes to achieve these goals,making this competitive strategy not just a concept,but also a reality FYI Image gives you flexible, non-proprietary tools to solve problems associated with storing, retrieving, managing, and processing large volumes of information. By converting paper documents, and files into electronic images stored on optical disks,you can achieve dramatic productivity boosts by: • Providing immediate and simultaneous access to information. • Eliminating out-of-file conditions. • Reducing the requirement for valuable resources to find and deliver needed information. • Increasing employee productivity by providing on-line information. • Automate routine tasks and delivery of information. FYI Image is noted for its large customer base of imaging systems running on local area networks.With more than 600 installations, FYI Image has consistently been recognized by prominent industry authorities for its leading edge,proven technology in document imaging systems. ♦ FYI Image's implementation methodology in detail. A successful system implementation and integration requires a team effort consisting of client(City of Kent)staff members and their expertise of their current work processes,and FYI Image staff s proven expertise in technology applications and integration. This approach,when combined with an industry leading imaging software package (Optika),creates a formula for success. An in depth research of City of Kent's current process and sub processes will be performed,along with establishing realistic precise goals of what the new system is to achieve. Once the current processes and goals are thoroughly understood and documented,the system is designed. Teams consisting of both City of Kent and FYI Image personnel working together as a cohesive unit will be assigned to attain the desired project results. Our proposed approach is based upon the FYI Image methodology and associated tools. The following represents the key phases of the project. • Needs Assessment&Process Analysis • Business Requirements Defmition • Business Case Analysis • Proposed Solution Definition 33 • Customer Approval • Project Plan&Scope of Work • Application Design&Prototyping • Application Development&Acceptance • System Implementation • System Testing&Acceptance • Knowledge Transfer&Ongoing Support ♦ Attach the project plan outline for a project of similar size and complexity with your proposal response. See Attachment marked Exhibit"I"marked "Washington State Liquor Control Board". ♦ Pre-Contract Implementation plan FYI Image developed the Implementation plan using key Project Management, Systems Design and Project Technical Lead personnel from our Professional Services department. These individuals used real world experience with Public Sector clients and Optika software product knowledge to determine each Project task. See Exhibit F marked `City of Kent EDMS Project Schedule'for further clarification on all tasks. ♦ Describe how your organization approaches conversion issues. Assume that conversion will be taking place from the existing imaging environment. See Attachment marked Exhibit G `Conversion Approach'. ♦ Describe how your organization tests for functional and conversion accuracy. Both FYI Image and City of Kent will develop appropriate functional tests to determine the accuracy of the conversion as described below. ♦ Determining Testing Criteria for System Acceptance. Testing Criteria Acceptance-All deliverables are assigned testing criteria prior to beginning installation. Both City of Kent and FYI Image team members will mutually determine the specifics of the testing criteria to prove appropriate functionality of the deliverable being implemented. Upon reaching a determination,a document will be drafted notating the agreement(See attachment marked "Exhibit F.1"titled "Testing Criteria Acceptance'). System Test—Upon completing the work/tasks and pre-testing of all deliverable subsystems,FYI Image,Inc.shall pre-test all deliverable subsystems together to confirm that the deliverable performs in accordance with applicable specifications. After successfully pre-testing all subsystems together,FYI Image shall notify City of Kent that the deliverable is complete and ready for acceptance testing. Performance—Testing of the deliverable will be performed by joint members of both the City of Kent and FYI Image,using the testing criteria established in the"Testing Criteria Acceptance"document for that deliverable,to determine whether the deliverable has been successfully completed without deficiency. Acceptance—City of Kent will provide Acceptance (See attachment marked "Exhibit F.2"titled "Deliverable Acceptance)for the deliverable,if it meets the project contract specifications and has no deficiencies during these acceptance tests. Deficiencies and Correction—However, if such a deficiency occurs during these acceptance tests,City of Kent shall give FYI Image notice of it's non-acceptance,with such notice delineating such deficiencies used as the grounds for City of Kent's decision. FYI Image shall promptly correct such deficiencies provided to FYI Image in any notice(s)of non-acceptance from City of Kent. Re-testing and Correction—After FYI Image has corrected such deficiencies, City of Kent shall verify whether the deliverable satisfies the acceptance tests and in writing shall either accept or not accept the deliverable following such tests. If FYI Image corrects all such deficiencies in the deliverable during the acceptance tests,City of Kent shall give FYI Image acceptance for the deliverable. 34 Inability to Correct Deficiencies—If FYI Image is unable to correct all such deficiencies in the deliverable during the acceptance tests within 10 days,may,at it's option: request FYI Image to provide replacement software and/or Equipment for further acceptance tests,or continue performing acceptance tests on the deliverable and require FYI Image to continue until deficiencies are corrected. Billing After Acceptance—Billing for this deliverable will occur on the day following acceptance and sign off of the "Deliverable Acceptance Document".(See attachment marked "Exhibit F.2"titled "Deliverable Acceptance'). Payment will be due,in accordance with the project contract terms. Final Project(System)Acceptance-Once all established deliverables have been completed,tested and signed off on,utilizing the above criteria and procedures,the Overall Project(System)will be deemed successfully concluded and the "Ongoing Support/Maintenance Program"will be initiated. ♦ What amount of elapsed time in months is typically required to implement a project of this size and complexity? 3-6 Months ♦ Describe what level of support is provided during system rollout. FYI Image has included 160 professional service hours as part of this response for full rollout support. This will be accomplished by an onsite Systems Administrator(senior technician)responsible for remedial training, troubleshooting and problem resolution. All escalation procedures for outstanding issues and resolutions will be managed and communicated through the Systems Administrator. All system changes,updates or modifications of any kind performed by FYI Image will be reflected in the Systems and User Documentation. Over and above the rollout support hours deemed above,and once the project is complete,FYI Image offers selected key Clients our "Instant Access"program(as described in Section 6.4.Post Implementation Support,page 44 of this section). 35 6.2. Implementation Team Size FYI Image has created a table that identifies the appropriate groups of staff that will be assigned to The City Of Kent EDMS project. Below is a table outlining roles to be played by various team members. A single FYI Image or Optika resource may play several roles,depending on qualifications,tasks and timeline. 7� 77 ITN j11,171; Tu,MK Project Development and management of Project Director 1461 Management overall scope of the project and Project Manager processes required to meet expected Team Leads project results and timelines Weekly Meetings Kick off,Director Status Update& Project Director 39 Team Lead Meetings Project Manager Team Leads Scanning Team Implementation of all hardware, Systems Analyst 628 software and procedures required to Training delivery expected results as outlined Coordinator by the Scanning Team Scope of Work Document Servers Team Implementation of all server Systems 309 hardware, software and integration of Engineer scanning input and system output Systems Analyst finictionality required to delivery Systems expected results as outlined by the Administrator Servers Team Scope of Work Document Conversion Team Implementation of all custom Senior 431 software developed using the Programmer LaserFiche 4.3 Integration Software Integration Development Kit. Completion of all Engineer tasks outlined in the conversion Scope of Work document KIVA Integration Implementation of all custom Integration 348 Team software developed to meet the Engineer required image retrieval functionality Senior as outlined by the Integration Team Programmer Scope of Work Document JD Edwards Implementation of all JD Edwards Optika Systems 336 Integration Team 'OneWorld' software integration,to Engineer be performed by FYI Image and FYI Systems Optika personnel as outlined in the Engineer Phase IV Scope of Work document. Deployment Team Production Deployment of all user Systems 360 desktop hardware,software and Engineer custom programs required to delivery Systems Analyst expected results as outlined in the Systems Deployment Team Scope of Work Administrator Document. Systems Administrator Rollout support Training& Development and Coordination of all Training 564 Documentation documentation and training courses Specialist Team as outlined in the Training& Documentation Documentation Scope of Work Specialist I Document. 36 KEY PROJECT LEADS BACKGROUND INFORMATION: "= 9 `€tl lN€ Terry Butler ` ' Alt, FYI Image Seattle !it Ill f it HO it € € tit €` ; ,t Division President " 2 Years Length oft�0J i Project Director P�rinject l s ` r " 10 ears with O tika E`ducatlo ¢ €€` ` Y P " it 1` '€ ` `' Have designed and managed over 50 Successful Proie ��ex � �it pl�� " €€ g g ' installat1011S € ',"_ 1€ € � 10 years of experience in local and national Large r � itlo , i l i I, Optika installations encc�tu� g �$ys� Reference 1 Reference 2 Reference 3 p� UM Ii ? T, Costco WA-LCB Airborne Express i1 � StOICIC € ' lit, Rob Berg Dave Goyette Steve Kissinger, on axd,pb € Optical Imaging/ Director Director AP Systems 360.664.1615 206.803.1516 Support Manager 425.313.6166 It �' �aiace Accounts Payable Licensing Finance € `' clad; `�rmlt�pr� �ing "'' 1,000 users,47 50 users,doing Phase-1 (50 users). Sly tall� oo.(� ntbc 0 ��uh1' million back log now of Phase-2(150 too documents on line 1.2 million pages users), Start Date _= 10.1.2000 ' € - Project Director Project Director Project Director I Ail "' Bite ' ul 4.1.2000 3.1.200 5.15.2000 € €e.:—,��.€t.EF € �.,..Itt .1 e 67 . "Bd ( ,;' ' "= 2.31.2001 6.30.2000 8.15.2000 Ongoing 7.30.2000 Ongoing 37 HRRRobert Hu ghet 1 VU .I.PR Image Employee ' a a6id € € `` [ i° Project Manager ,. �.`: E �,t€` € 3 Years € .�� , .,�,. E. J. €. R €[. p� yy , °�€ �.. € € , € ' Project Manager pr€p t "€`€€ € Optika Admin Training /gyp' € 8 years experience including both Sales and Project l �: ' „ 1 Management � ' € . .. �a ., �.,.t az W.° 1 Detail oriented proven track record. � t ` € jg Reference 1 Reference 2 Reference 3 €77 ate,€, ,€. a, IMP,"'11 WA-LCB Group Health Benesphere Inc. 'P I _ 3 p 3"INN g Cooperative of Puget Sound ;€€ M� ;� � � Dave Goyette Michael Spruch Sr. Rick Weiss Direct or Project Director Director of IT 360.664.1615 206.901.6509 425.974.3189 € A� �t4t�xt �� License Claims Insurance Claims Processing e pperi,01 IRA 40-50 concurrent 40-50 concurrent 30 Concurrent users users users €� � } �€�� 750K+ 750K+ 250K $ $ �l 'iI €€ j€ PARM IN! E, Manager Project Manager Project Manager 3.1.2000 4.1.1999 5.19.1998 t : 1' 5fart� 6.30.2000 12.31.1999 7.15.1998 7.30.2000 12.31.1999 7.31.1998 a 38 [ Shadrach White t �r� iIrat� �i� � ������ r +�"€ , 3 l ,�� % FYI Image Employee =i Manager Professional Services .;_.IJ. .. 2 Years Integration and Server Team Lead t'd Optika Acorde Context,Process&Kofax Ascent Certified. [f �¢€ r x € t o g ProP [, << 10 Years experience with Optika,Kofax and Imaging [` Hardw are a�a' e , , T ��� E „a � E ' Responsible for over 25 successful Imaging and P � +hki �� ' �, ` Workflow systems integration projects all consisting : [ of 50+seats. ,,F .. . ._ , ,.,,., Reference 1 Reference 2 Reference 3 € i `, WA-LCB Airborne Express Costco Wholesale c jt#f' Karen McCall Steve Kissinger Rob Berg i,. Program Director AP Optical Imaging Administrator 206.830.1516 /Systems . 360.664.1631 Support Manager 425.313.6166 1, Licensing Finance Accounts Y �erritW �b' Payable �` , ` nurnbalr 50 users,doing Phase-1 (50 users). 1,000 users,47 of°�srs nu�ml iu �n$s} back log now of Phase-2(150 million j €: € 1.2 million pages users), Start Date documents on 'i tt, 10.1.2000 line ` Team Lead Project Manager Team Lead PriOcsitiut� >Zllt ; MNI t Tl : 6.30.2000 7.30.2000 2.31.2001 xT 'Im Hill i 7.30.2000 Ongoing Ongoing co tA 39 Troy Hooks € € FYI image Employee i€ VV € Sr. S stems En ineer „ > , 1 9 1 Year Mill,,€.. ij Scanning and Deployment Team Lead if bif M CA,tip � € €`` Optika Acorde Context,Process&Kofax Ascent Certified. P rewla s � xp �� 7 Years experience with Optika,Kofax and Imaging Hardware quo,iift, �fi+�fir s Responsible for onsite support of Optika based Imaging and Workflow Claims Information System �atdf at Unigard Insurance for 6 Years. Responsible for successfully migrating 6 Front-end scanning workstations and back-end archive from EZSuite to eCapture. E$peri "A';`` Reference 1 Reference 2 Reference 3 f WA-LCB Airborne Express Costco Wholesale Karen McCall Steve Kissinger Rob Berg Program Director AT Optical Imaging Administrator 206.830.1516 /Systems ,,, ,€ it € 1fil . I 'f€ 360.664.1631 Support Manager lj� filzi .P 425.313.6166 _' �` € Licensing Finance Accounts €€ € Payable +cli �ermY �; pp T�00 jr '�1 1,=a. , T1 � ` doing Phase-1 (50 users). 1,000 users,47 "€ `, back log now of Phase-2(150 million € ;. folo l7 1.2 million pages users),Start Date documents on ;. . 10.1.2000 line I Systems Engineer Systems Engineer Systems €.. €€ ''.,�; t Engineer ill Start12_ mast 6.30.2000 7.30.2000 2.31.2001 ep 7777 � W t► 7.30.2000 Ongoing Ongoing 40 !- ! �! c |f /: 8 0 cu `!ƒ 7ft f !. a. � ! � §�` § � ! !■! !. !. �. ° at at a!o ,$ � , § . ` a §} 2k| k| ®® ] 2�{ [f! § [A| I Q � § °■2 °$ * ■ §`{ §2 §'$ cc \ L`m Low !7 !iS O \ § \ ! •�! •i ! k 2 � � Q � j a ) 2 m \ \ 2`■ §$ el q � \ }�C 2� /k2 � W : £ \ ■ 2 Ili H i « v ! 'ap RIB % U \ 2 ~ I � � � Integration and Implementation Capabilities The goal of the Implementation Staff is to deliver the actual required results of the project as stated by the efforts in Steps One and Two of the Five Step method. Factors such as timeline and budget management are critical aspects of the implementation, and will be controlled by the Project Manager with the overriding consideration of the project goals being paramount. FYI Image will provide the qualified Implementation Staff necessary to perform the integration and implementation of the project as described by the formal Statement of Work. The activities of this team will adhere to the results of Steps One and Two in the Five Step methodology previously discussed, and will follow the guidelines established for Steps Three and Four by the Project Manager and as approved by City of Kent. The Project Manager, who will fully coordinate activities with City of Kent staff, will manage the activities and schedule of the Implementation Staff. The Implementation Staff will be highly qualified in all phases of the installation and implementation process utilizing the systems and applications software proposed. Additionally,the Implementation Staff will be fully versed in all phases of the project design, scope and goals. The number of Implementation Staff will be sufficient to meet project timeline goals while following the formalized implementation and testing plan. Project Management Staff Capabilities The FYI Image staff member assignment for Project Manager will have extensive experience working not only in the Project Manager area of responsibility but also working with the solution tools that are being provided. Our assigned Project Manager will be highly experienced not only in the technical aspects of the project components,but also has the organizational and management skills necessary to bring about the desired results in a timely manner and within the expected budget. The Project Manager also is skilled in interpersonal communications and in dealing effectively with simultaneous multiple issues. Responsibilities During Implementation FYI Image, as the system integrator, will assume the complete responsibility to perform full integration and implementation services to install and test a fully operating solution as defined in the Statement of Work. All systems components provided by FYI Image will be installed and implemented by FYI Image unless otherwise specifically noted in the Statement of Work. System components identified in the Statement of Work and provided by City of Kent will be implemented by FYI Image only as specifically stated in the formally approved Statement of Work. FYI Image,as the system integrator,will be open to mutually agreed changes in the Statement of Work that may be implemented during the current project. These changes may relate to systems software, applications software, hardware, systems design configurations, or other provided Professional Services. However, such changes will be formally documented, cost and payment changes noted as applicable, and approved by authorized signature by both City of Kent and FYI Image. Systems Software FYI Image will provide qualified staff to install and implement all operating systems and system utilities provided by FYI Image that are required to efficiently operate the proposed system. Applications Software FYI Image will provide qualified technical staff to install and implement the primary applications platforms according to the formally accepted systems design. This includes all Optika software, Microsoft SQL software,as well as other associated and integrated applications software and applications utilities for front end processing, data acquisition, and data dissemination/output as described in the initial formally approved Statement of Work, and being provided by FYI Image. 42 6.3. Training The City believes that training is critical to the project's success. The following questions explore the technical,functional and end user training recommended by the vendor. For each question,discuss technical and functional implementation team training separately from end user training. ♦ Training hours included with the proposed system. 344 Hours Total(training hours break down as follows:) ■ Key Scan Operator Training(10 Total) 160 Hours On Site City of Kent ■ End User(Full Client and Web Client)(Training 40 Users Total)64 Hours On Site City of Kent ■ Application Development Training 2 Administrators (Optika Off Site 1 class) 40 Hours Off Site Optika School ■ Software and Hardware Support Training 2 Administrators (Kofax Off Site) 40 Hours Off Site Optika School ■ Interface Development Training 1 Programmer(Optika Off Site 1 Class)40 Hours Off Site Optika School Training Staff Capabilities The FYI Image Training Staff has extensive experience in providing the training necessary to implement the proposed solution. Specifically, the staff has worked extensively in training the staff of a wide variety of Microsoft/Optika installations and in using data acquisition/capture systems similar to the proposed system. FYI Image is fully cognizant of the critical part that training will take in the successful implementation of this system. The timing of the training, the curriculum, quality of training, and other factors will not only dramatically effect the performance of the system, but also have a significant impact on the routine operations and productivity of City of Kent business during the transition. Accordingly,the training phase of the project will receive assignment of highly qualified staff. It will receive considerable attention, planning,and coordination with your staff. As explained in the training programs section of this proposal,it is suggested that FYI Image provide training to Key Operators and Standard Users,while Systems Administrators and Internal Support Staff receive training at Optika. Optika provides extensive training at their Colorado Springs facility for our customers who select this training. Highly qualified and professional individuals conduct Optika training. Optika training is priced on a"per person"basis and this is reflected in the relevant pricing section of this proposal. See the following section on Optika training for a further discussion of this topic. ♦ How many hours and/or days of training are typically required for a comparable sized customer? Hours shown above reflect typical requirements for the system size and configuration. ♦ What are the options available for the training location,e.g. on-site,vendor training facility,etc.? ■ Experience has shown that the On Site Training format offers the highest degree of comfort and retention levels for User Groups and Operators. • Off Site Optika School&Kofax Training offers the best degree Administrator and Programmer training. ♦ Do you provide additional training,if needed? If so,what is the average hourly,daily and/or class rate? Additional Training can be provided at$150.00 per hour. 43 6.4. Post-Implementation Support Support after the new software is introduced is as important to the City as implementation assistance. The following questions probe the vendor's facilities for supporting the software after sale. ♦ Please describe post-implementation system support,including the following: Transition from implementation team to another party(if appropriate) ■ Not Applicable Describe all parties that the City would be working with Kofax ■ Software and Hardware Support Off Site Training 2 Administrators Optika ■ Application Development Optika Off Site Training(2 Administrators 1 Class) ■ Interface Development Optika Off Site Training(1 Programmer 1 Class) ■ Phase IV Implementation FYI Image ■ All other aspects of the proposed Project. Response procedures for priority vs.non-priority calls FYI Image considers all calls from a Client as a priority call,and has instituted a program unique in the imaging industry, dubbed "Instant Access", it provides unprecedented service for our Clients, over and above the services listed in our standard support agreement, See Exhibit "C" marked "Support" section named "FYI Master Support Services Agreement". Key Account"Instant Access"Program 1. All FYI Image Project Managers, Business Managers and Technicians carry cellular phones. Cellular numbers are distributed to all key Client personnel, allowing fast easy access to FYI resources, without the irritation of going through a multi tiered support structure to get the help you need. 2. Once a Key Account has been established,and a project started,a senior technician is assigned as lead for that account. Upon completion of the project,this same technician would continue to have a"base of operation"at the Client site,rather than being dispatched from FYI Image offices. FYI Image Clients, such as Costco and Liquor Control Board,have found this offers them,not only "instant access"to an FYI Image resource,but "instant access"to a resource that has an intimate knowledge of their particular system(eliminating,or at the very least dramatically reducing service response and potential system down time). There is no cost for having the technician deployed at the Client site,and the technician's time is only billable if and when the Client requests their services. FYI Image,there when you need us................Instant Access " 44 Hours of service ■ FYI Image will provide support to City of Kent between the hours of 8:30 a.m.to 5:00 p.m.under the standard contract, Monday through Friday, excepting nationally recognized holidays. Additionally, upon specific supplemental agreement, FYI Image will provide a contact point and coverage 24 hours/day, 7-days/week, 365 days/year if required on a regular basis by City of Kent. FYI Image will endeavor to customize Support Availability programs to meet the specific needs of City of Kent. For complete description, See Exhibit "C" marked "Support" section named "FYI Master Support Services Agreement" Remote site support ■ See Exhibit "C"marked"Support"section named "FYI Master Support Services Agreement" ♦ Please describe how both minor system enhancements and major system upgrades are provided. Please include information with regard to: Frequency of delivery ■ See Exhibit "C"marked"Support"section named "FYI Master Support Services Agreement" Impact on City staff resources ■ See Exhibit "C"marked"Support"section named "FYI Master Support Services Agreement" Cost implications for City ■ See Exhibit "C"marked"Support"section named "FYI Master Support Services Agreement" Training impacts ■ See Exhibit "C"marked"Support"section named "FYI Master Support Services Agreement" Whether expert help from vendor or third parties is generally required ■ See Exhibit "C"marked"Support"section named `FYI Master Support Services Agreement" 45 6.4.1. Implementation Customer Reference Organization County of Montgomery Pennsylvania Contact Name Dale Pennapacker Contact Title Director of IT Address County of Montgomery,PA Government Center Building Media,PA 19063 Telephone (610)278-5200 Project Name 3-Phase System(two of three phases complete) The project was a three—phase project including the Domestic Relations Department, Prothonotary,and Clerk of Courts. Engagement Dates June 1997—Present FYI Image's involvement in this project included all aspects of the following: ♦ Project Management ♦ Organizational Change Management ♦ Training ♦ Design ♦ Conversion and Interface Development ♦ Customization ♦ Configuration ♦ Testing 46 Organization County of Delaware Pennsylvania Contact Name Mark Graham Contact Title Project Manager Address County of Delaware,PA Government Center Building Media,PA 19063 Telephone (610)891-4828 Project Name DRO Call Tracking System Engagement Dates June 1998—December 1998 FYI Image's involvement in this project included all aspects of the following: ♦ Project Management ♦ Organizational Change Management ♦ Training ♦ Design ♦ Interface Development ♦ Customization ♦ Configuration ♦ Testing 47 Organization Costco Contact Name Rob Berg Contact Title Optical Imaging/Systems Support Manager Address 999 Lake Drive Issaquah,WA 98027 Telephone (425)313-6166 Project Name Accounts Payable Engagement Dates Original Imaging Installation 1992 (System enhancements and departmental expansion,ongoing) FYI Image's involvement in this project includes all aspects of the following: ♦ Project Management ♦ Organizational Change Management ♦ Training ♦ Design ♦ Conversion and Interface Development ♦ Customization ♦ Configuration ♦ Testing 48 VIII. Vendor Response Forms Appendix A City of Kent, Washington FYI Vendor Response Forms Vendor Profile Table A]. Vendor Profile Questionnaire Question Response Year founded: See Exhibit H Section Named `FYI Investor Package' Headquarters location: See Exhibit H Section Named `FYI Investor Package' Local officer(s): See Exhibit H Section Named `FYI Investor Package' Total gross revenues: See Exhibit H Section Named `FYI Investor Package' Total gross revenues for public sector: See Exhibit H Section Named `FYI Investor Package' Average rate of growth in sales over the last three See Exhibit H Section Named `FYI years: Investor Package' Percentage of gross revenues invested in research and See Exhibit H Section Named `FYI development: Investor Package' Past year past three years Dollars invested in research and development dedicated See Exhibit H Section Named `FYI to public sector products: Investor Package' Past year past three years Number of full-time personnel: See Exhibit H Section Named `FYI Investor Package' Total company management support research and development Appendix A A-1 City of Kent, Washington FYI Vendor Response Forms Number of full-time personnel dedicated to public See Exhibit H Section Named `FYI sector products: Investor Package' Support research and development Number of total customers by product suite: Past year 230 past year Past three years 640 past three years Number of new customers by product suite: Past year 185 past year Past three years 445 past three years Number of public sector sales by product suite: Past year 35 past year Past three years 63 past three years Washington State 1 Washington State Number of customers "live"utilizing: Imaging 1,800 Proposed Document Imaging Functionality Document Management 12 Proposed Document Management Functionality Web-Enabled 32 Proposed Web-enabled viewer J.D. Edwards Proposed J.D. Edwards Interface There are over 27 Optika customers fully integrated with JD Edwards on the 4X product. Optika Acorde is a new generation 5X product released 3rd quarter of 2000. By October, two customers will be live with the Acorde OneWorld integration. Appendix A A-2 City of Kent, Washington FYI Vendor Response Forms Number of customers in implementation phase Imaging 40 utilizing: Document Management 2 Proposed Document Imaging Functionality Web-Enabled 20 Proposed Document Management Functionality J.D. Edwards 2 Proposed Web-enable viewer Our two beta customers are currently in Proposed J.D. Edwards Interface the implementation phase. Database Server- Hardware Platform NT 4.x 400 Number of customers "live"utilizing: Windows 2000 None (Win-2000 is undergoing Certification process) NT 4.x Other None Windows 2000 Other Number of customers in implementation phase NT 4.x 30 utilizing: Windows 2000 None NT 4.x Other None Windows 2000 Other Appendix A A-3 City of Kent, Washington FYI Vendor Response Forms Vendor Authorization I, Terence Butler, certify that FYI Image has reviewed the City's EDMS RFP for software and implementation services for performance of the following functions: ♦ Document Imaging: This functionality involves capturing paper documents in digital form. These digital documents may then be indexed, annotated, archived, searched, retrieved, or viewed. ♦ Electronic Folder Management: This functionality involves virtual folders, that can contain not only images but also multiple objects or formats. A virtual folder can hold images, word-processing documents, spreadsheets, graphics, Portable Network Graphics (PNG), HTML, XML, PDF, etc. Images and text counterparts can be stored together in folders or they can be converted to final form documents such as Adobe PDF. The user can see any of these documents using a universal viewer or web browser. ♦ Image Enabling Applications: This functionality involves using the imaging engine within another business application. The imaging engine is not the dominant application and can operate without modification to any source code. Data transfer from the host application can populate the image indexes without user intervention.. ♦ Document Management: This functionality includes, indexing, library services such as version control, search, retrieval, check-in, check-out, and document security regardless of media type, location, or format.. ♦ Web Browser Support: The EDMS suite will support both a web-browser and desktop client for viewing imaging and document management documents. FYI Image has responded to all required sections as directed in the RFP. This proposal constitutes FYIlmage response to the City's EDMS RFP. I further certify that I am authorized to negotiate for and contractually bind FYI Image in all discussions with the City for the procurement of the software and associated services named above. All contact with FYIlmage should be directed to: Name: Matt Lee Title: Account Representative Address: 444 NE. Ravenna Blvd. #209 Seattle, WA. 98115 Telephone: 206.525.4399 Fax: 206.525.3924 Email: mlee@fyissg.com Signed Terence Butler Date September, 28"' 2000 Title Division President Corporate Seal: Appendix A A-4 City of Kent, Washington FYI Vendor Response Forms Subcontractor Identification Please provide the following information for each subcontractor included in this proposal. Organization Optika Inc. Organization Contact Steve Deluco Contact Title West Coast Direct Sales Representative Address 50 California#1500 San Francisco, CA. Telephone 415.439.5334 Fax 415.439.5324 Email sdeluco@optika.com Please provide a description of Subcontractor's duties while performing work for the City. Optika will perform directly all Phase IV JD Edwards-OneWorld ERP integration. Working with The City of Kent and FYI Project staff, key Optika personnel will guide the seamless integration of JD Edwards and Acorde. The framework and functionality requirements defined in the Interface Design Document and the Implementation Plan will be used in conjunction with Optika's expertise and direct partnership with JD Edwards to ensure the success of Phase IV. Appendix A A-5 City of Kent, Washington FYI Vendor Response Forms Software Customer Reference Organization Washingtion State Liquor Control Board Contact Name David Goyette Contact Title Agency Director Address 3000 Pacific Ave. P.O. Box 43098 Olympia,WA. 98504-3098 Telephone 360.664.1615 Server/Database Platform Microsoft NT/SQL 7.0 Number of Concurrent Users 60 Contract Dates 02/25/2000-03/31/2001 Number and Type of Support Personnel Two Systems Administrators In the table below, list the modules that were included in the project and the dates they went live. Table A2. Project Modules Go Live Dates Module Approximate Go Live Date Document Imaging June 30, 2000 Document Management June 30, 2000 Electronic Folder Management June 30, 2000 Image Enabling Applications Expected Jan. 1, 2001 Web Browser June 30, 2000 J.D. Edwards Interface N/A Appendix A A-6 City of Kent, Washington FYI Vendor Response Forms Organization Washington State Patrol" Contact Name Donna Edwards Contact Title System Administrator Address 3000 Pacific Ave P.O. Box 42628 Olympia, WA. 98504-2628 Telephone 360.412.8931 Server/Database Platform Microsot NT/SQL 7.0 Number of Concurrent Users 50 Contract Dates 07/01/1999-06/31/2001 Number and Type of Support Personnel One Systems Administrator. "Note: FYI Image secured this contract for stabilization after the release of a previous integrator. In the table below, list the modules that were included in the project and the dates they went live. Table A2. Project Modules Go Live Dates Module Approximate Go Live Date Document Imaging July, 1998 Document Management July, 1998 Electronic Folder Management July, 1998 Image Enabling Applications May, 1999 Web Browser Planned 2001 J.D. Edwards Interface N/A Appendix A A-7 City of Kent, Washington FYI Vendor Response Forms Organization Washington State Employment Security Department" Contact Name Cinda Sackrison Contact Title Technical Manager Address 212 Maple Park P.O. Box 9046 Olympia,WA. 98507-9046 Telephone 360.902.9687 Server/Database Platform Microsoft NT/SQL 7.0 Number of Concurrent Users 55 Contract Dates 04/01/2000-03/31/2001 Number and Type of Support Personnel Two Systems Administrators "Note: FYI Image secured this contract for stabilization after the release of a previous integrator. In the table below, list the modules that were included in the project and the dates they went live. Table A2. Project Modules Go Live Dates Module Approximate Go Live Date Document Imaging July, 1999 Document Management July, 1999 Electronic Folder Management July, 1999 Image Enabling Applications Planned for 2001 Web Browser Planned for Jan.1 2001 J.D. Edwards Interface N/A Appendix A A-8 City of Kent, Washington FYI Vendor Response Forms 1.0 Phase I -EDMS Software FYI Image will work closely with The City of Kent Project staff to design the EDMS hardware infrastructure and complete the implementation of all Optika Acorde Software during this phase. FYI Image will meet and exceed City of Kent expectations for Phase I in three ways. 1. By using seasoned Northwest professionals with a proven track record for successful installations,FYI Image will ensure that all tasks outlined in Phase I are completed on time and on budget. 2. By conforming to proven Project Management Methodologies, FYI Image will provide the highest level of communication, organization and timeliness. 3. By working closely with The City of Kent, FYI Image will transfer all knowledge and ownership of the EDMS integration project to key City of Kent personnel responsible for the ongoing success of the system. FYI Image will deliver Software Functionality during Phase I that will include: • Document Imaging: Optika Acorde and Kofax Ascent have tightly integrated software functionality that deliver on all aspects outlined in Section 4.1. After capturing paper documents in digital form, the electronic images can be indexed,annotated,archived, searched,retrieved,printed, faxed or viewed at anytime by anyone given security authorization. • Electronic Folder Management: Optika Acorde delivers a virtual foldering concept that enables users to create and build search results that combine multiple objects and formats into a single hit list. These virtual folders can contain over 250 supported types of objects including electronic images, word processing documents, spreadsheets, graphics and computer generated records. Final form Adobe PDF documents can be created on the fly and all objects can be retrieved and viewed using standard Internet Explorer and NetScape Navigator web browsers. For responses to all detailed requirements please see section 4.2. • Image Enabling Applications: Optika Acorde Context SDK Toolkit provides programmers with the ability to image enable external applications using the same methods and programming calls that developers at Optika have used to build Acorde Context. The SDK is traditionally used to populate index search fields using information displayed in external host applications to enable image retrieval without user intervention. For responses to all detailed requirements please see section 4.3. • Document Management: eSystems (www.esystemsonline.com) is a leading development and technology partner with Optika. This designation gives eSystems a unique opportunity to work directly with Optika development staff to enhance and deliver complex modules that are not traditional shipped with Imaging and Workflow product suites. Two of these modules eOffice and eText provide Acorde Context users with full text indexing, version control, search, retrieval, check-in, check-out and document security regardless of media type, location or format. For responses to detailed requirements please see section 4.3. • Web Browser Support: Optika Acorde delivers the industries leading web client. The functional and intuitive web interface design gives users the opportunity to not only view images and objects in a virtual folder, but interact with workflow processes and create custom web content using the `My Acorde' feature. For detailed information on this and other web client features please see Exhibit A.1 marked 'Optika Reference'section named Acorde Whitepaper'. Appendix A A-9 h o d � L" icy 4-, o F cd U CC y ry 4 i ca o U Q `� 3 0 �, O � 'd CA64 -d o Q ^d O UC, U Qr "C O� y N cd tUn C/O O U cd 0 0 0 0 0 v oM o on 0 0000 2 00 C� N CN 00 69 fA b9 69 69 O O O O O O O O O O tn YE W fA 6R fa9 69 b+3 Co U o O 00 O U m V N O m � 69 fag fag b9 a O O O o CD c a Urr O J v Q � v O �7 U � U coo oA do o = lz r z cc sa a c .� z �.. � on rA c 3 M o a�i a�i ¢ o Q � � > ° U cn o ►`° A � Q � A 0 AU E� a v �a 6n o , m r o ti 'd v r.+ a o .� tea�++, o `� ° �� O U 0 a� w ' x E 'o cn Q U O O o api a�iw° A; � 0 0 v N N O cc A p � � Q A b9 bR O O O O O O 0 0 0 O O O O O O O O O O O O O O O O O O O 0 0 0 O O O O O O V) kn VI) v) O �/ N [- wn Wn l O kn (=> O .--i 00 l-,� 00 M rl N N tr � O W F o toe) es bos I s9 Vs I toq I 6s b6 V1, U v O O O O O O O O O C V1 O O O O O O O C O O O CT3 O O CA gg W) to Wn to v) to vi s9 6s es es ds �n s9 vs � o m U 00 0 B O O t-- -• Q N N NN-+ O N 2 Imo+ O O CIO 6 O +. 0 p V � U O O ai y A p � O � E V N O c O bA V c0 A CA O v O O c0 >1 O O O p '� O N O F n •.� O tl o I— cn A a E-+ U Cn 4 V �R h k 0 0 0 U W W W U 0 V C/) Ln o x .d .d U U U U UU U 0U 0 0 0 0 0 0 0 0 0 0 0 0 o � o C 0 14, a1 � N O F+ 6A 69 69 b9 EA bl9 O O O O O O O O O 0 d N O O 0 U O O � y .Q •a U Z c CO o � C •� � W O C to cd °U c°) V Q In and w M it C� '�a City of Kent, Washington FYI Vendor Response Forms 2.0 Phase II- Image Conversion FYI Image will work closely with The City of Kent Project staff to create a written Implementation plan, Schedule and Scope of Work document as outlined in the original RFP. FYI will perform software development and installation required to meet the expected results of Phase II. The image conversion estimates outlined in section 1.3.2.3 of the original RFP will be accomplished using conversion software developed by FYI Image programming staff. A complete transfer of knowledge will occur by working onsite with City of Kent IT personnel to ensure there are no unknowns and that the image conversion is completed with the highest possible data integrity. FYI Image will perform installation, configuration and testing of 6 additional desktop scanning engines and 20 Optika Acorde Context Viewing seats. Complete training will occur for added users and documentation updated and distributed as outlined in section 5.1.6. Appendix A A-13 h o ti � � N Oyi •Vr •.. cl o +, a) a) - o '� 1) U 0 'd aoi h U > A -o 0 � ° � ° � o 3 a� cisto w �. A w o c 0 0 0 0 0 0 0 0 0 0 r M M 'g tC 64, 64 V1l &9 6R O O O O O O O O O O O O O O O M N 00 y N N iE yq W W w � 0 6A 6s wl) 60q si5 U o 0 o c o oco 0 a b9 69 C 69 = co (D o m U J y L � oU � liz: U o � r o o _ t 00 � •� fly coi a) v a � A � A AUEo-� Awv°� d U E� o � C V e4 w ~ Gn a O U � Q an 0 •o � 0 0 0 0 0 0 0 0 0 0 0 o Co 0 0 0 CD o o tn 0 00 to cq C� oo U 0 H bs f!s bs bs bs b9 541 o 0 0 0 0 0 a� o 0 0 0 0 0 o x bs bs bs ds bs bs C) oo O O O 1* y to O to kn �+ M H ,O O cox , w � o ° cots o 0 •y: U N y O O Q Q to O �. V o � �4 w ~ "�3 NbA •o ." cd cn O N G ►Or � � Cl O '. � O � O O � O O O O 0000 0000 O 00 00 -� v1 C� �z �G O It N �O N kr) in 00 N tn O H 6A 6A Ef3 64 66 641 64 6R 69 6R O O O O O It 'I O O O O O O O C O Wj a Wj 0 V 6s 69 bs 6s 69 bs 6R 6s O o 0 0 0 0 0 0 0 0 0 C 0 C 0 C to to M M r- tw a co Q) o 0 0 0 0 0 0 0 jo, o0 0 0 0 0 C O Gn N kn M 00 N O U ° � A co a b a A ° a cu o o o a o o o F- A U v� 0, Cn p, a-1 rn A. rs, � AqY. n F U o y g City of Kent, Washington FYI Vendor Response Forms 3.0 Phase III - Image Enable Permit Tracking System(KIVA) FYI Image will work with City of Kent Project staff to develop a written Scope of Work, Implementation plan and Interface Design document as outlined in the original RFP. Phase III objectives for retrieving and viewing scanned document attachments from within the KIVA Permit Tracking software application will be accomplished using the Optika Acorde Context SDK. Document types consisting of 8.5x11 and "E"(34x44) sizes both newly scanned and existing images converted in Phase II will be addressed. Information contained in the EDMS system will be accessible from both inside and outside the City to anyone working on an area (Land, Permit, Inspection, etc.). By image enabling KIVA the City can extend KIVA's mechanism for relating documents to specific information by using additional file associations for information contained in Acorde Context. FYI Image will perform installation, configuration and testing of 2 additional desktop scanning engines for large format documents, 10 additional concurrent user licenses and 20 Optika Acorde Context Viewing seats. Complete training will occur for added users and documentation updated and distributed as outlined in section 5.1.6. Appendix A A-18 611 1 a w ~ w U o o U o U O O O O O o 0 0 Wi o 0 v N O r u O O M b O CP E�9 69 6A bl4 b4 69 O O O O O O O O O O O O O O O O O O •--� O O � O O i� CI co o U U rfl 6s 66 coi co ds cOi O O O O co O C rn vi O O +Q> O cv o rp � 6s oq c o 9 L C� N N co co Vi uj U y H 0 0 4-, o m 22 zz 0 c°nUU v' UV co 6 0 Q v O V Q V] cn cdfj O U QL) A ID� A � 3 QUH � Wed :3 E� � o � V �R y O `p N Q.' h C O � a O O a> w c o V C4.1 w � 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O 0 0 W) 0 0 h N �o t1r) 0 E� O O o O o 0 O �y W) V) N V•l Vl to W) cl O � O U xtoq ro:) Gol Lot,, fioq i's UIt —. .� rq 0 0 � x _ w c CO G .n A o co r Y ° 0 .r O u U o � v �° City of Kent, Washington FYI Vendor Response Forms 4.0 Phase IV- Image Enable J.D. Edwards (OneWorld) The integration of Acorde and J.D. Edwards' OneWorld provides the capability to store, retrieve and automate business transaction information within a OneWorld environment. The integration users are able to retrieve documents and reports directly from OneWorld screens,enter data directly from a scanned image, and participate in a business workflow process in which documents are routed both between OneWorld modules as well as external to OneWorld. The Acorde/OneWorld integration is a"commercial off the shelf'feature using the Acorde ERP B2B Pak integration. The Acorde/OneWorld integration provides users with the full power of Acorde retrieval, viewing and annotations—by executing an Acorde query from directly within OneWorld,users can access and display the full range of transaction data, regardless of type or source, that corresponds to the particular J.D. Edwards OneWorld screen. The Acorde/OneWorld integration provides scan and store functionality through "Single Step Data Entry". "Single Step Data Entry" is the way in which Optika automates the process of capturing and associating documents to J.D. Edwards OneWorld screens. The Acorde Process product can deliver documents to a OneWorld user's desktop so they can key data into OneWorld which can kick off a OneWorld workflow process. Acorde Process also compliments OneWorld workflow by extending access to non-J.D. Edwards users within your company,in remote offices, and throughout your supply chain. J.D. Edwards' OneWorld produces numerous reports that are frequently used to reconcile and verify the level of business transaction completion. Acorde indexes and stores these documents, which makes them automatically available from the desktop when needed. - J.D. Edwards will certify this integration before the solution is released to the general market. The statement of certification will be available on both the J.D. Edwards (www.idedwards.com) and Optika (www.optika.com) web sites. Optika is the only partner with a certified interface to OneWorld. Please see Exhibit A.4 marked `Optika Reference' section named `Acorde ERP B2B Pak White Paper'and Exhibit A.3 marked `Acorde ERP B2B Pak JDEdwards Brochure'. Appendix A A-21 Ln M �O N U � � U y •� � c� N NGelU U Q, b obi `0 U cd cd o o d to o 0 0 0 0 0 o u W) voi N N O C 00clkn vi G1 p C p E01) ds 64s sR ds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 �00 O M O O b W � W co o U (� 64 tie V5 N b4 FA o o O c _ � O � V c c 4EOqco c� co aQ) y � o o = � U. c`o 0 3 o V o o V oV a�i � CO o 0 0 o a� o A o U o A � C) u F* o m a h L �L N h r O U 0 O _ cod N O to a r� CA 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 W)GM o 0 0 0 O lr C-4 cq \�c N r U 0 F es fA s9 6's 6s �&q sR Z; o 0 0 0 0 0 a� � 04 o 0 o CD 0 co O xos os f.-S os ds 00 O M 00 00 O c � O � i0 O � x E cx co lu A A a� t1. U c�ai, � UO � aHUr° O� UHv� HO F o y q V �� O O O O O O O O O M rM O O O O 00 00 �O to O 110 r 0 0 0 0 116 4 1; t--: C I� �i to O O O N o0 �lO 00 v1 It IT N O t-- �O N o0 IC — N O .--i '-- kf� r- M 1�6 N \p t- 00 M to h +,, 00 kn N �t U1 00 qT N 00 GL N h Q Q 69 US 69 69 60:� 69 VII 69 6t? 69 6F3 c O O O O O C7 O [� [- 0.! O O O It I�r O O C� M i O O O N N ct tr) On kn r M O lD N qt -- N C1 d• tn C1 � en 00 vi .-+ � A� 64 6A brq 69 69 69 69 69 69 00o C0� 00, � ooqj O O O N_ N N O kr; O -- O O CIN O M O OLn IV � a; O --� N M �t �••� � C� N Ip 69 fH 69 us 69 64) 6+4 69 64% 0 0 0 000 000 �z O O — r 0 0 0 1�0 tri N O W-i rl 0�1 O O Vl N .--i ON Q\ � r, N N C1 N oo O l— m N V 00 N w � N --4 0 000 N ON cc A 69 69 69 69 66 ran 69 69 69 f^ O O O O O� Or 0 0 't �--i O o O O C O C N 00 O O Wn O Kl 00 00 N — O C\ l— N M O en —4 rrA It d "• V--i —4 N M In In .b 69 69 69 69 69 69 69 69 f!i 69 Cc CO u N G y '� � o A I,, a ° w U 0 o 0 0 City of Kent, Washington FYI Vendor Response Forms Year 2000 Compliance Statement I, Terence Butler, certify that all systems and services proposed in this response to the City of Kent's Request for Proposal (RFP) for software and implementation services are Year 2000 compliant. Definition of Year 2000 Compliance An information system is "Year 2000 Compliant" when the hardware, software and embedded systems are able to store, process and report data before, during and beyond the year 2000. The standards by which this compliance is judged include: Century Compliant: The system will accurately process data and perform calculations based on dates. Common calculations include subtraction, sorting and comparative operations. Leap Year Compliant: The system will accurately process data and perform calculations based on all valid leap years. February 29, 2000, is a rare century leap year, and all systems will recognize and correctly process this date. Interface Compliant: Connected systems will accurately share data with other systems as designed. Common formats and protocols will be implemented between connected systems to ensure all data is processed including dates. Projections and Analysis: The system will correctly perform all processes across the year 2000 boundary in both directions. This means that all functions and reports will perform correctly looking forward for projections as well as backward for functions such as trend analysis. The vendor represents and warrants that the computer equipment, software and systems, individually and in combination, are Year 2000 Compliant when used in accordance with the documentation supplied by the vendor. The vendor further represents and warrants that any upgrades, modifications, customizations or new versions of the computer equipment, software and systems, individually and in combination, shall be Year 2000 Compliant, when used in accordance with the documentation supplied by the vendor. The vendor further represents and warrants that the computer equipment, software and systems, when used in combination with other information technology shall accurately process date/time data if the other information technology properly exchanges time with it. In addition to all legal and equitable remedies available to the City for breach of this paragraph, the vendor shall allow City employees, or authorized presentatives of the City, to repair, remove or alter computer equipment, software and systems which are not Ye 2000 Compliant. Signed Terence Butler Date September 28th 2000 Title Division President Appendix A A-27 City of Kent, Washington FYI Vendor Response Forms Non-Collusion Certificate The undersigned, being duly sworn, deposes and says that he/she is the identical person who submitted the foregoing proposal, and that such proposal is genuine and not sham or collusive or made in the interest or on behalf of any person not therein named, as further, that the deponent has not directly induced or solicited any other bidder to put in a sham bid, or any other person or corporation to refrain from bidding, and that deponent has not in any manner sought by collusion to secure to himself/herself or to any other person any advantage over another bidder or bidders for the project described as follows: Application software, including implementation and related services, for an integrated Enterprise Document Management System. Vendor Name FYI Image—SeaWe 1 Signed Terence Butler Title Division President Notary Public: Sworn to before me this day of , 1999. Name Signature Appendix A A-28 City of Kent, Washington FYI Vendor Response Forms Equal Employment Opportunity Declaration The City is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work for the City shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier to adhere to. An affirmative response is required on all of the following questions. The questions are as follows: I have read the attached administrative policy number LZ 1. FYI Image - Seattle does not and will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of any sensory, mental, or physical disability. 2. FYI Image - Seattle provides a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 3. FYI Image-Seattle actively considers hiring and promotion of women and minorities. 4. The requirements outlined in this adherence statement shall be complied with prior to the execution of any contract between FYI Image-Seattle and the City. By signing below, FYI Image-Seatt a agrees to fulfill the five requirements referenced above. Signed Terence Butler Date September 2e_ 2000 Title Division President Appendix A A-29 City of Kent, Washington FYI Vendor Response Forms CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY: Jim White,Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding contracts with the City amounting to $10,000, or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the contract. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state, and local laws,policies, and guidelines. Appendix C C-1 IX. Proposal Price Guarantee IX. Proposal Price Guarantee Jim McKenney City of Kent Information Technology 220 46'Avenue South Kent,WA 98032 To Whom It May Concern: As an authorized representative of FYI Image—Seattle,I hereby give written guarantee to maintain the prices proposed in the cost summary for 180 calendar days beyond completion of the vendor demonstration. Cl September 28`h,2000 Terry Butler Date Regional President Pac Northwest FYI Image-Seattle X. Acceptance Terms X. Acceptance of Terms Jim McKenney City of Kent Information Technology 220 4`'Avenue South Kent,WA 98032 To Whom It May Concern: As an authorized representative of FYI Image—Seattle,I hereby accept all parts of the City of Kent EDMS RFP including terms outlined in Appendix B. 1 September 2 22000 Terry Butler Date Regional President Pacific Northwest FYI Image-Seattle XI. Additional Materials Supplied by Vendor EXHIBIT A OPTIKA 60PTIKA REFERENCE' System Capture Optika Acorde Context v.2.0 supports automated and ad-hoc input of over 250+universal file formats via Production Clients,Web Clients and XML Forms integration. Electronic Records Management and Image(TIFF) integration is provided by the Filer module and is completely automated. Acorde Filer parses information from an input file into an SQL Database table that has the indexes and searchable fields defined from the Application Definition Editor. Kofax Ascent Capture 4 is the most powerful front end scanning software in the industry and considered the de facto standard. The latest release version is 4.0 released July 5d'2000. The Solution for All Your Capture Needs Ascent Capture 4 is the first production capture solution that delivers a revolutionary combination of three key capabilities—Document capture,Data capture, and Internet-based distributed capture in a single,low cost application.You'll have all the powerful document capture features you've relied on in previous versions of Ascent Capture,plus data capture and Internet capture capabilities previously unavailable in a single application—until now.Ascent Capture has proven itself as the most reliable and widely used production-level document capture application in the world. Capture Both Documents and Data Ascent Capture not only delivers unsurpassed scalability and batch control for the most demanding document capture environments,its robust forms processing capabilities eliminate costly sorting into form and non-form batches.The forms processing module automatically identifies and registers different documents accurately and quickly.Once the form is identified, the forms processing module can recognize machine-printed characters(OCR),hand printed characters(ICR),mark sense zones(OMR),as well as barcodes and patch codes.In addition, image cleanup can be performed on a zonal basis to improve data recognition. Scalable to Meet Your Needs Organizations can start off with a single low cost,low capacity configuration and increase capacity by adding additional scanning,validation, QC,verification,recognition,or release stations.A low volume configuration can be quickly expanded to process more than 100,000 forms or documents per day. Best-of-Class Usability and Easy Installation Ascent Capture's new user interface maintains its acknowledged reputation for operator ease of use and fast,simple installation.Ascent Capture can be up and running in hours,rather than days or weeks of expensive installation and customization—and when the job changes,Ascent Capture's dynamic batch editing makes document and batch class setup easier than ever. Batch Orientation The key to Ascent Capture is its powerful batch orientation for processing documents. System administrators use a simple menu driven interface to define processing procedures and rules for each document type to ensure that every document is scanned and validated the same way.Ascent Capture's administration module controls the setup and definition of all batch classes,document classes,form types,field types,validation scripts,and release scripts within a highly configurable user interface. Since each batch class definition contains all elements of the batch,administrators or service providers can pre-configure each batch and then distribute them to other sites or archive them for backup purposes. Integrated Quality Control Scanners are not perfect.The Quality Control/Rescan module allows quick,easy,and accurate identification of poor images. Poor images or improperly identified form types can be replaced quickly to maintain batch efficiency and integrity. 1 - Storage, Caching, HSM FYI Image has proposed an HP 160fx configured with 4 5.2 Magneto-Optical Drives. This unit has a maximum capacity of 166AGB of Data Storage. All in out-of-process files will be maintained on Optical Disk for near instant on-line retrieval. All in-process or recently retrieved images and data objects will be maintained magnetically for instant on-line access. The Optika Acorde storage services support a wide variety of hierarchical storage schemes. All solutions use a magnetic caching scheme to provide users with the most rapid access to images. The Acorde NT storage services and hierarchical storage schemes can be altered and tweaked on the fly,this provides flexibility and openness. With the reduced cost implications of standard magnetic storage devices and advanced mass storage devices such as EMCZ and RAID subsystems many organizations and IT groups are opting for a complete magnetic storage solution. The type of solution implemented depends greatly on IT initiatives and standards within the organization. We prefer and recommend Magneto-Optical WORM storage for long term storage with most imaging applications,but do support all magnetic storage solutions that can be accessed via Microsoft NT Server 4.0(SP4). DLT Long term storage of off-line image data. Image data can be migrated to DLT for backup of a magnetic storage solution if implemented. CD-R Writable CD-R media is supported, staging area must be configured and storage device supported by Microsoft NT Server 4.0(SP4). The Storage Services and Storage Administration Tools can be used to automate HSM. HSM gives Acorde the ability to store and retrieve files in a hierarchy of storage devices. Each Application/Gallery can have a separate and distinct HSM schemes. This type of file system stores the files accessed most often in the fastest storage devices while files that are accessed infrequently are stored in slow,low cost storage devices. As the frequency of access changes, a particular file is moved to the appropriate form or storage for its rate of access. Currently out-of-the box functionality for Advance Distributed Storage Manager is supported. By using custom defined DLL's Acorde can leverage other third party HSM tools. Disaster recovery and backup strategies are implemented on an organizational basis. DCLU current disaster recovery plans can be used as a template and guideline for implementing acceptable strategies to be used with Optika Acorde. The Microsoft NT and SQL Database Server will utilize out-of-the box functionality to backup and restore Database records and System Files. The image data is backed up using the Acorde Volume Administrator for Magneto-Optical media and CD-R. Any Magnetic Volumes defined for image archival can be backed up using DLT or DAT tapes. Caching schemes are Application/Gallery and HSM dependent and are implemented using the retrieval requirements and retrieval frequency of image data in each Application/Gallery. As an example most applications cache newly written images for 30 days and newly retrieved archive images for 7-15 days. Large e-size Raster Images &Large File Folders The capture needs for a-size drawings can be accomplished using the Ideal FSS 4300. Scanning the approximately 20 drawings per day with the Ideal-Scan Software and importing the images created using Kofax Ascent will accomplish the desired integration.A PC with a minimum of 32mg RAM running Windows 95, 98 or NT is required. Specifications: Full Scale Scanner,36"wide,25 to 400 dpi resolution,single 8,000 CCD camera,256 gray shade output;Scans 4"/second,Two Ultrafast SCSI I/F. Runs under Windows 95,98,and NT 4.0. Includes: User Manual, 8ft.power cord,JETimage Base for basic scan to print,I year return to Ideal warranty. 2 Interface: Interface control kit for 36"wide Full Scale Color Scanners DSP running under Windows 95,98, or NT 4.0. For 36"wide color scanning,WIDE-image can extract colors and patterns of colors into separate layers. Stand: Sturdy, single pillar,streamlined stand for 36"wide Full Scale Scanners. The stand provides a full width base with rolling casters for portability. Large file folders containing 500-1000 pages or more will be separated into document types. The document types should minimize the retrieval of a single document to no more than 50 pages. Retrieval of a single document of more than 50 pages can become cumbersome when searching for a specific page within the electronic image. Internet Publishing and Access Internet access to Acorde is accomplished using a published thin client module running under Microsoft IIS v4.0. All access is granted using the NT Domain Security model used by the Acorde Production clients. All user functions such as retrieval,data Searching, annotation, active process involvement and input can be accomplished using the thin web client. By leveraging the infrastructure of the Internet Acorde breaks down traditional connectivity barriers imposed on non-intemet based solutions. Please visit the Optika Corporate web page for online demos of all Acorde solutions.http://www.optika.com/Solutions/Demos/index.cfm Data Acquisition The Optika Acorde implementation of XML Internet-based forms over the Internet is the next logical evolution of a Forms Processing environment. Optika Acorde will increase competitive advantage and reduce costs further by capturing data and document at the source,instead of creating paper. By leveraging IntemetFormsTm technology from UWI.com,Optika Acorde is able to create an environment where yesterday's paper transactions are replaced by e-business transactions for today and well into the future. Optika Acorde and IntemetForms leverage the powerful capabilities of the XML standard to securely capture and process information electronically. Integration of Acorde and UWI's XML Forms processing is a deployable technology out-of-the-box. Forms must be developed and deployed and the back-end systems must be in place. Distributed Capture Anywhere in the World Ascent Capture's Internet-based distributed capture capability_eliminates the common and costly practice of shipping documents from remote offices to a central site for processing. The optional Ascent Capture Internet server enables remote scanning and indexing of documents via connections ranging from dedicated lines to inexpensive dial-up service.Now,IT and IS managers can develop and implement an enterprise- wide capture solution that allows documents to be scanned inexpensively at remote sites and then automatically uploaded to the central site,securely and reliably. Web Publishing As organizations leverage the Internet and Intranets/Extranets to improve their competitiveness,Ascent Capture can be an integral part of the process of transforming paper based information into electronic data. Ascent Capture's built in PDF support allows users to quickly and easily publish paper based content to the web.Ascent Capture supports output of normal PDF, image only PDF,and image plus hidden text PDF. 3 Server Architecture The Optika Acorde server strategies are comprised of 32-bit NT Services that are scaleable and extensible throughout the enterprise,this provides a completely integrated solution that delivers unified access to Imaging,COLD and Workflow Packages and Data Objects via a 32-bit thin production and web client. There are five core features provided by the application service layer of the Optika Acorde architecture; storage,input,output,integration and administration. Acorde provides an enterprise solution for managing the life cycle of data and documents. From initial entry to long-term archival,Optika Acorde storage service provides automated HSM across volume types giving the customer the ability to maximize access performance while minimizing storage costs. The Acorde architecture is an open,extensible framework allowing for the inclusion of third party application servers that operate as part of Acorde. When a third party server is included in the core Acorde framework,the server has the ability to leverage the load balancing and fault tolerant capabilities of Acorde. The Acorde suite of services can be remotely installed,configured and managed from the Optika Server Headquarters console. Optika Server HQ provides queue management capabilities for storage and output. For monitoring and diagnostics,Optika Server HQ provides an umbrella view of all messages being sent in the system giving administrators a single source for troubleshooting. For organizations utilizing SNMP,the Optika services can be configured to deliver failure messages to an SNMP console. Either case allows the Optika solution to be managed remotely creating the most powerful, low maintenance solution in the market today. The services will gracefully logoff any users still logged onto the system. When users log onto the system again,they will be at the same place they were when they were logged off by the system. The Optika Acorde application is a three-tier architecture utilizing a suite of middle-tier services for interfacing between clients and repositories of information. The Request Broker is at the center of the middle-tier services. The Request Broker operates as the director between clients and the middle-tier and applications services telling clients the location of the service capable of processing the requested task. The Acorde Distributed Software Management System(DSMS)automates the delivery of the Optika thin client application to the users'desktops. The IT Staff deploys the software and the services at the middle-tier servers,eliminating the need to do a local installation on end users'computers manually. The software for the service is deployed on the DSMS server and the configuration is executed using the Optika Server HQ. After the initial deployment,subsequent upgrades are accomplished using the DSMS server to deliver only the changed components to the client or service as appropriate. This creates a trouble free installation eliminating access to an application as a barrier to scaling to more users. The Information Broker is the interface between clients and data sources. This service submits Search requests to information sources such as a SQL database,web indexes and legacy applications. The Information Broker consolidates the results returned from each information source,performs any join logic required and returns a single,unified result set to the client. Information Broker eliminates the need for multiple applications on the client desktop and provides a single point of access to all information sources. Furthering the extensibility of the Optika Acorde framework,Information Broker provides a simplified API for integrating other information sources extending the solution to include typically hard to integrate applications like mainframe interfaces,financial packages and more. The combination of Optika middle-tier services solidifies the three-tier,thin client model by providing distributed Search and access capabilities. Processing is executed at the server and not the client. Compaq,HP,IBM All server and associated hardware configurations are completely dependent on the manufacturer and product line that is deployed. Optika Acorde,Kofax Ascent,Adaptec,HP and Canon are compatible with all industry standard hardware and Microsoft NT 4.0(SP4),Windows 9x and SQL 6.5(SP5a)/7.0(SPI). Typically we recommend using RAID-1 for the OS and RAID-5 for the Data Devices used by SQL Server. 4 ----____._. Retrieval and Search Engine The Search Builder tool is used to create fixed queries that are available to users through the Search Form. User defined queries can be created with the Search Builder tool if this tool is assigned to specific users. The Search tool has the ability to search via any combination of key indexes,and/or ranges. Partial match and search string Searching is support,all queries can be saved,reused,modified and assigned to specific business units depending on search requirements. Because Acorde uses a flat index structure for storing any`Object'users are not limited to drill down from a Main Folder to a Sub Folder level to find specific documents. Users can create Search result sets that assemble like or matching documents on any index. Following is detailed explanations of the Search Tools capabilities and how they are configured. Deming the fields, values and operators to be used in the Search. The first field is a drop-down list box of all the fields that are available to be used in the Search. Select a field from this list. The next field is a drop-down list box of the operators that can be used when comparing values during the search.These operators include comparisons such as equal,greater than,less than, begin with and end with.The ability to compare columns in the Search Builder tool is not supported.Executing this type of search(i.e.Fieldl <Field2)in the Search Builder produces no results. The next six fields work together to specify the condition for the search criteria.If the Field Name was input through Filer,this field is the External Field Name specified in Filer.This external field name is displayed in Search Form. If this field is to be a result field,the external name can be changed on the Results tab. The Input Mask is defined in Filer.The mask is applied if a value is entered in the Value/Field or if a Prompt is selected for the Search Form. The mask characters are as follows: Character In ut allowed # numeric data 0-9 A Alpha-numeric data 0-9, a-Z & Any character ? Alphabetic data a-Z U accepts a-Z, forces Uppercase L accepts a-Z, forces Lowercase ... Allow repeated use of last special mask character. Use ellipses after a special character to specify multiple occurrences of that character. \ Escape character.Use this character if you would like one of the other characters to be interpreted as a literal character.For instance,\A would indicate that an A actually must appear at that location in the mask. An input mask for a date field might look like##/##/##,or a time mask might be##:##UU.An input mask for a purchase order number which contains three letters followed by six numbers would be???######.Once the Add button is selected additional characters appear in the Prompt Input Mask field. This second part is a semi-colon separated value(;1)that determines whether literals in the mask are included when the Search is run.The default is 1.The 1 stores any parenthesis into the database.The disadvantage to this is that the information contained between the parentheses cannot be searched.If this information is something you want to search,change the 1 to a 0 in the Prompt Input Mask field,this strips out the parenthesis. Search Builder supports full validation and masking for operating system code page 1252.This code page is single byte.Validation of any values other than single byte,numbers or dates is only supported with code page 1252.On any other code page,support is limited to single byte numbers, fields and dates. When a mask is not used the information that must be located in the database must exactly match with the data that is stored.Many databases do not contain the parenthesis,dashes and spaces between numbers that a user might anticipate. 5 The Value/Field can be used to specify either a field or a specific value to be used in the comparison.The Value/Field combo box provides all available field names and variables.All data is automatically considered valid,no validation takes place.The Blank item is used to determine if the specified field can be blank.If selected,a blank value is accepted for the specific field. The User ID item causes a generic User ID variable field to be inserted in the comparison.When the Search is run,the User ID of the user running the Search is inserted in the User ID variable. Selecting the Relative Date button causes a prompt box to appear for the number of days and if it is to be before or after the given date. Construction of Search The following procedural logic is used when constructing queries: <field><o erand><value or field><boolean> I where: <field> Is the database field name selected from a drop-down list box.You can override this field name with a Search Results: Column Caption. <operand> Is selected from a drop-down list box containing possible values,which are dependent upon the data typa of the fields in the database. <value> Is a value entered by the user,which must match the data type of the field selected from the database. <boolean> Is and"AND" or an"OR"which is used to combine queries. Numbers can use operands such as: =,>,<,<=,<>and>_. Strings can use the operands such as:Begins With, Like,Not Like,Ends With,Does Not Begin With,Does Not End With,Is One Of and Is Not One Of. Grouping the portions of the Search. Controls for parenthesis and the Boolean operations(AND,OR)are used to control the order of operations and connect the predicates.The parenthesis and Boolean operations are provided as drop-down list boxes. The display and prompt columns are combined in a single drop-down list box called Display that includes the choices of Hidden,Display,Prompt,Prompt Required and Pick List. Display and modification of the complete Search. Security must be used to restrict the access to Search Form and specific applications.Complex queries are implemented using the scrolling text box shown in the window at the bottom of this tab. The buttons in the middle portion of the window allow the Search to be changed.A new portion of the Search,as defined in the top portions of the window,can be added.An existing portion of the Search can be deleted. Select the portion of the Search to be deleted and click the Delete button. Highlighting that portion of the Search and then selecting the changes can change a portion of the Search that had previously been defined.The MOVE UP and MOVE DOWN buttons can be used to rearrange the portions of the Search. Care must be taken in defining the grouping and sequencing of the portions of the Search,since that can greatly affect the result set displayed in the Search Results.Clicking a parenthesis from one of the drop-down list boxes and then clicking a line in the conditions list causes the selected parenthesis to be added to that line.Clicking a new Boolean operator in the drop-down list box and then clicking a line in the conditions list causes the Boolean operator for that line to change. Result Fields Tab The Result Fields tab presents a Search Results: Column Caption and two windows.The Search Results: Column Caption is the name that is used in the Search Results tool when the results of the search are displayed. The Available Fields list the fields that are available in the applications that have been selected. Double-click a field name to move it to the Selected Applications list. Selected Applications lists the fields that have been selected to appear in the Search Results. Each field name is paired with a Column Header.Click a selected field and enter a new Search Results: 6 Column Caption.This new Column Caption is the column heading used when the value of the field is displayed in the Search Results. The Move Up and Move Down buttons on the right side of the window allow the sequence of the fields being presented in the Search Results to be changed.Highlight a field and then click the Move Up or Move Down button to move the field in the appropriate display sequence. Training to use Search Builder is usually given to Managers,Administrators and Business Engineers. End Users generally use pre-defined queries in the Search Form tool as assigned in their Galleries. Output Using any installed and properly configured Windows 95/98 or NT OS Peripheral Driver in the Windows Control Panel Applet supports ad-hoc printing and faxing requests. Users simply print or fax using the same dialog boxes used in all other Windows programs The Optika Acorde Print Management System is used when large volumes of electronic documents and images need to be printed without taking up valuable hardware resources on the network.. The system supports any Windows printer properly configured for the Windows NT 4.0 environment on the Optika Acorde Print Server. The Print component or tool also has the capability to respond to clients over the Internet using TCP/IP protocol.This requires a static IP address for the Server Computer.This functionality allows clients on one operating system to print or Fax over the Internet to a remote client with no WAN connectivity required. The Export service is used in conjunction with the Fax and/or Web server.The Export service converts scanned images,COLD pages and Universals into GIF images that can be rendered with an Internet browser.This service also exports these same file types into TIFF images for the Fax service. Security Microsoft NT Server Local Account or Primary Domain User Manager controls all User Login ID and Password information. Existing users and groups located on an NT PDC or Local Workgroup Machine are leveraged for use within the Optika Acorde Domain. Acorde dynamically accesses these users and groups for login authentication and access control to data located in Acorde Galleries and Tools. This approach eliminates the need to maintain multiple User ID and Password Account information for existing Microsoft NT Network Infrastructures. The Audit Tool can be assigned to Galleries for tracking user activity. Audit Reports can be generated for New Searches,New Retrievals,Object Printing/Faxing,Annotations Performed and Local Object Printing. A variety of third party Reporting Tools for the Microsoft SQL Database Platform are available,ie. Seagate Crystal Reports. Security for User access to data and information is provided in the following fashion. Users and Groups are assigned to Galleries,a variety of Tools are assigned to Galleries depending on user requirements and Security Rights are assigned to each Tool. Security for User access to Acorde is handled by the Security Service,which is fully integrated into Windows NT Domain User Administration. The Search Builder component of Optika Acorde is a tool for defining standard queries as well as executing complex searches against the database of objects. The Search Builder component allows the design engineer of administrator to create standard queries to be executed by the end user via the Search Form component. The Search Builder also allows ad-hoc queries to be executed. This is generally done while developing predefined queries for use in the Search Form. The Search Builder component supports the creation of queries that span multiple information sources including archives,reports and processes. Select users,with the appropriate authorizations to use the Search Builder component,are able to save criteria they have entered in a 7 form as a named Search. Queries once defined and named,will be available for future use in the Search Form tool. The Security tool controls access to the Search Builder tool. The Security tool is used to make predefined queries available to specific users via the Search Form. The results of a Search are displayed in the Search Results tool. Through the use of Search Builder,access to information can be accomplished in a simple,quick and logical manner. Access can be granted or denied to individuals on a"need to know'basis,enabling another level of security to the Acorde database. Viewing The Acorde viewer is a 32-bit ActiveX control and natively supports single/multiple document and tabbed views of over 250 different file formats. Users can add comments,notes,stamps and graphics to any document. With such a wide variety of file formats supported and specific version changes to file formats like Microsoft Office and others,it is difficult to list all support versions and formats. However,HTML,email,Word,WordPerfect,Excel,PowerPoint,ASCII,VISIO, TIFF,PDF and GIF are just a few formats(version dependent)that are supported. Security for User access to data and information is provided in the following fashion. NT Domain Users and Groups are assigned to Galleries,a variety of Tools are assigned to Galleries depending on user requirements and Security Rights are assigned to each Tool. Security for User access to Acorde is handled by the Security Service,which is fully integrated into Windows NT Domain User Administration. The following table lists the annotation capabilities and operation methods of the Acorde Viewer. Locks page and Annotations are supplied to draw attention to information on a document that is o allows annotating particular importance or interest.Any user can add annotations at any time,as long as they have the appropriate application security level access to the Viewer annotations and another user has NOT locked the annotations for the same page. Unlocks page and/or The Unlocks page and/or saves annotations button saves the annotations on any saves annotations age.After the annotations have been saved,the document lock is released and nother user can edit them if they have the appropriate security rights. Rotates page counter Rotate page counter clockwise(CTRL+L)rotates the currently viewed image 90 lockwisedegrees to the left. Rotates page Rotate page clockwise(CTRL+R)rotates the currently viewed image 90 degrees clockwise to the right. Line annotation Line annotations are used to underline pertinent information on a page in the Viewer. Highlight annotation Highlight annotation is used to highlight an area of an image.To remove a ghlighted area from a page,click the annotation and then press the delete key. Text annotation This button is used for placing small amounts of text on a page as a Text annotation. Changes to the font and size of the text are supported. Rubber Stamps an be created from Text Annotations for commonly used Text Annotations. Sticky note A Sticky note annotation can be placed on a page instead of text if the author annotation needs some users to see the notes,but not others.It is like a hidden Text Annotation. Redaction annotation The Redaction annotation allows the user to cover or remove information that is confidential and not to be seen by those with a lower security clearance. Audit All annotations are audited to include:user,date and time of annotation. Annotation Viewing Annotations can be turned on or off depending on user security. 8 User Audit& Reporting User Connection Management statistics can be kept by the Audit Server regarding when users have accessed Acorde.The data from the log file can be brought into a database or spreadsheet application and analyzed to see which users are accessing the system,when and how often.The data does not reflect the operations that a user performs. Statistics are maintained regardless of the origin of the client(i.e., Production,Web,or SDK)and recorded by the Audit Server.These statistics can not be turned off. These statistics are not recorded in real-time,but are updated after a session has expired. The statistics file is called OPTIKA UCON_SERVER_X. Where X is the Server ID 0-9 or A-Z.The file is located where the Alert Server is installed(i.e.,C:\eMediaSv\Audit).Delete the file to purge the statistics.The statistics are reported as follows: • Version number(VERNO)-The version of the data record. • User name(USERN)-The Acorde user's name. • Security identifier(SID)-The user's Windows NT SID. • Login time(LOGINTIME)-The time(Greenwich Mean Time-GMT)the login occurred. • Logout time(LOGOUTTIME)-The time(GMT)the logout occurred. • Logout type(LOGOUTTYPE)-How a user was logged out(0=Unknown, 1 =Normal,2=Expired or removed,3=For future use). • Session ID(SESSID)-The unique value for the user session.A user logged onto multiple sessions is tracked for each session. • Time Zone(TZ)-The client time zone. • Locale-The locale of the client machine. • PersistState(ACTSTATE)-This is a masked field that reveals the user's state(0=Persistent, 1 = Transient). • User's machine name-This is the computer where the user logged in. • Customer Serial#from the license file. EXPORT System Information Information about the Galleries assigned to groups and tools assigned to Galleries can be exported. Administrators can use this information to build reports indicating which Galleries and tools are assigned to groups.Clicking the Export System Information button causes a request to be made to the Security Server for group,Gallery and tool information.The information is exported through the Information Broker to the database.The ADMINGALDEF and ADMINGRPGALS tables are automatically added to the database. The ADMINGRPGALS table contains group and Gallery information the name of the tool. 9 Customization SDK The Acorde SDK 2.0 contains two toolkits: Acorde Context and Viewer. The contents of each toolkit are described in the sections that follow. The Visual Basic samples have been developed and tested using Microsoft Visual Basic 6.0 Service Pack 3. Acorde Context Toolkit One of the two components of the SDK is the Acorde Context Toolkit. The following public components are contained in the Acorde Context Toolkit. • OTApp.dll • OTQuery.dll • OTDomain.dll • OTSysMgr.dll • OTGal.dll • OTUsrSec.dll • OTObjID.dll • PrintDialogTool.dll • OTSchema.dll • OTContainers.dll • OTTool.tlb • OTClientHost.tlb • OTSecCxt.tlb Viewer Toolkit The other component of the SDK is the Viewer Toolkit. The following public component is contained in the Viewer Toolkit. • OptPage.ocx Viewei- Toolkit] Viewer Compatibility The OptPage ActiveX control is compatible only with the Acorde product version 2.0. This compatibility applies to methods that communicate with the Acorde servers(i.e.,LoadOptikaPage and LockAnnotations.) Installing this on any other version may cause unpredictable results. This control is not compatible with the FilePower®product line. The included annotation conversion API can be used to upgrade annotations created by the FilePower 4.x version of the control. Hardware Minimums and Recommendations The hardware should meet the following minimum requirements. Minimum Recommended Special Acorde Toolkit Pentium 200-32 MB RAM Pentium 266-32 MB RAM At least 50 MB local magnetic disk space Viewer Toolkit Pentium 200-32 MB RAM Pentium 266-32 MB RAM At least 50 MB local magnetic disk space 10 EXHIBIT A.1 `Acorde White Paper' 3 A c o r d e W h i t e P a p e r I�ele�e ew July 17, 2000 Page 2 of 9 2H Release Overview Table of Contents EXECUTIVE OVERVIEW...............................................................................................3 THE ENHANCEMENTS..................................................................................................3 INFORMATION BROKER ENHANCEMENTS...............................................................................................................4 New Search Form, Search Results and Search Builder........................................................................4 New Query Manager and Query Handler....................................................................................................4 N EW PROCESS S ERVERS AND TOOLS...................................................................................................................4 Changes to Workflow Architecture................................................................................................................S NEW S ECURITY MODEL.............................................................................................................................................6 MISCELLANEOUS IMPROVEMENTS TO CLIENT AND S ERVICES..........................................................................6 NewIndexing Tool...............................................................................................................................................6 Open Architecture for Client Framework.....................................................................................................6 Acorde Service Enhancements.......................................................................................................................6 New messaging structure for the Optika core and custom objects....................................................7 Microsoft Monitor and Control Program (MCP).........................................................................................7 EnhancedViewer Tool.......................................................................................................................................7 ACORDEW EB S ERVICES...........................................................................................................................................7 Newweb client......................................................................................................................................................7 SUMMARY........................................................................................................................9 Optlika e e is Acorde Process and Context Proprietary&Confidential Page 3 of 9 F iRelease Overview Executive Overview The Acorde product family revolutionizes how companies can capture, process and store critical business content, making it securely available to all parties across traditional organizational, geographical and technical boundaries. Acorde solutions allow companies to turn information into value and wealth for the organization and its trading partners. Using Acorde Context and Process to more effectively manage business processes and the content that drives those processes quickly maximizes the investment in the capture and storage of business content. By leveraging the power of Acorde, companies can enhance the speed at which information is communicated and business transactions are processed, resulting in significant cost savings and stronger trading partner relationships. Companies utilizing the Acorde product family to manage and process business transactions can extend to resolution of transaction issues by utilizing Acorde Context and Process with Acorde Resolve, which enables companies to collaborate over the web to view, discuss and resolve B2B transaction discrepancies. Built upon the success of the Optika eMedia product line, Acorde 2.0 provides customers with new client tools and an enhanced core infrastructure for improved success at meeting challenges in the Net Economy. These changes and enhancements can be categorized into five areas: ➢ New Information Broker ➢ New Process servers and tools ➢ New Security Model ➢ Miscellaneous Improvements to Client Interface ➢ A fully redesigned Web Client For the 2.0 release, four primary objectives were accomplished. First, structural changes such as the new Package Broker and the Information Broker have improved performance and fault tolerance. The new Security Model incorporated with version 2.0 simplifies the overall maintenance of the Optika solution. The incorporation of changes on the middle- tier services drives more capabilities into the Acorde Windows client, maintaining and enhancing the tools. Finally, the fully redesigned Web Client opens a wealth of new capabilities for customers looking to deploy Optika functionality to anyone, virtually anywhere. The Enhancements The following section is an extensive list of the enhancements and capabilities that have been added to the 2.0 release. They include: ➢ Enhanced Information Broker(Query Processor) ➢ New Search Form, Search Results and Search Builder ➢ New Query Manager and Query Handler Tool ➢ Enhanced Viewer Tool ➢ Enhanced Security Model ➢ New Indexing Tool ➢ Changes to the Workflow Tools ➢ Enhanced Workflow Architecture ➢ Open Architecture for the Client Framework ➢ Enhanced Acorde Service ➢ New Messaging Structure for the Optika Core and Custom Objects Optika a edia Acorde rocess and ontext Proprietary&Confidential Page 4 of 9 Release Overview ➢ New Microsoft Monitor and Control Program (MCP) ➢ New Web Client Information Broker Enhancements The 2.0 Information Broker has been redesigned to enhance overall stability and performance. The capabilities within Microsoft SQL Server known as the Query Processor functionality have been incorporated to extend the searching functionality of the Acorde solution. The new Information Broker eliminates the issues with errors on the Information Broker as well as problems with multiple threads and searching across multiple applications. Significant issues on the Information Broker were related to the internally created Optika ODBC driver, which was used for connectivity to the database. For version 2.0, database access for Acorde Context has been incorporated through OLE DB. Optika is currently using OLE DB to access both COLD c-index and imaging data in the SQL database. As the Acorde solution expands, support for OLE DB will greatly increase the ability to quickly deploy stable and fast retrieval across multiple data sources. New Search Form, Search Results and Search Builder The internal changes to the Information Broker and how the Information Broker searches back-end data sources significantly change how the client tools for building, executing and viewing search results operate. For version 2.0, each of these tools has been re- written, with an enhanced presentation, to support the new capabilities of the Information Broker. The incorporation of the new search tools simplifies search design and provides new capabilities for utilizing search results by incorporating functions like previous and next through search results, asynchronous execution of searches (running multiple large searches simultaneously), and the immediate presentation of search results. Finally, users are given the ability to export searches from the search results to Microsoft Excel or another file. Overall, users have a simplified interface to create, execute and interact with saved searches. New Query Manager and Query Handler With the ability to execute multiple searches, start, stop, pause and restart searches, comes the need to manage searches. The Acorde Query Manager and the background Query Handler, both new with version 2.0, provide the ability to execute these functions. New Process Servers and Tools The Acorde workflow solution has been significantly enhanced to provide greater fault tolerance and scalability. Changes on the server side have forced changes on the client application. While the nomenclature of some tools has changed, the majority of functionality is the same, but may be presented in a different tool. The standalone Manager module has now been incorporated into client tools. The following chart details all of the changes that have been made: Version 1.5 Optika eMedia Version 2.0 Acorde Process Separate stand-alone Workflow Standalone Workflow Manager Manager tool. Tool provides queue application goes away. Queue management, monitoring, Management is now handled through a maintenance and reporting. client tool called Package Manager in a Tree Control interface. Reporting/Metrics is provided through Optika eMedia Acorde Process and Context Proprietary&Confidential Page 5 of 9 0 °'R01aas"e Overview the new client tool called Process Monitor Workflow Builder Name change to Process Builder Client tool for the Inbox & Worklist Version 2.0 creates separate tools for the Inbox and the Worklist, enhancing overall flexibility. Package Viewer Packa a Viewer Forms Viewing FormViewer (now separate tool, users do not need form before bringing up the tool Map Viewing MapViewer(users no longer need to have a package to view a ma Profile creation, access and Profile Manager—Admin tool to create management profiles for many users or groups. For the group, profiles are now stored in the database instead of on the client. Users can still create personal profiles to be stored locally. The Profile Manager now has a tool for administrators to set default profiles and a tool for users to create personal profiles. Access to object control interfaces File Action Tool —Tool is not required to be utilized by users. Tool is required for each workflow gallery to execute open, print and fax functions. Replaces previous OCI tool. File Action Tool is responsible for executing access to documents/objects and execution of functions like printing and viewing related to those objects. Package Broker Package Broker—entirely redesigned for scalability and performance. Details are provided in a subsequent section. Event Server Process Broker—For 2.0 PFAPI is still used b the Process Broker. Workflow Injector Process Injector Transact Transact Changes to Workflow Architecture Version 1.x of the Optika eMedia Workflow application utilized a DLL called PFAPI for the majority of functions in workflow. PFAPI was a single DLL operating on the server, creating a bottleneck on the servers as all requests were routed through this DLL. PFAPI had problems with stability and scalability. For version 2.0, the access to PFAPI has been drastically changed. First, the functionality of PFAPI used by the Package Broker has been split into multiple COM objects. The Package Broker is now using these new COM objects. Now, only the Workflow Transact and the Process Broker(old Event Server) use PFAPI. Eventually, all services will utilize the new COM object architecture. The final change to version 2.0 workflow architecture is the ability to utilize Acorde internal messaging. Previous versions did not utilize the Optika eMedia messaging layer. ptika eMedia Acorde Process and Context Proprietary&Confidential Page 6 of 9 2 . Oz R e l e a s e O v e r v i e w New Security Model With version 2.0, a new security model has been incorporated to facilitate easier overall setup and maintenance of the Acorde solution. The gallery concept is no longer the core structure for managing user access to tools and data. Galleries are now used only for establishing a presentation layer and layout of the tools. Historically, Galleries dictated the need to create multiple copies of the same tool when trying to solve certain security requirements. This issue has been eliminated with the incorporation of a new Access Control Context (ACC). ACC is a new concept to Optika but is fairly common with most applications. ACC is a list of permissions for Acorde functions and access to applications. Tool setup functionality has been eliminated for Optika tools. The ability to support trusted domains and global groups is still supported with version 2.0. In addition, the 2.0 security model is still integrated with the NT user and group model. Conversion from existing versions is required. However, Optika recommends that customers re- evaluate the way they have established security to see if it would be better to change their approach with the new security model. Miscellaneous Improvements to Client and Services New Indexing Tool With the changes to the Search Results, a new Indexing Tool has been incorporated to provide support for ad-hoc or batch indexing of documents inside the Acorde application. The new Indexing Tool supports indexing of TIFFs from batches or electronic documents from the desktop. The 1.x query results functionality for indexing has been eliminated. Open Architecture for Client Framework The Optika solution has been further componentized from the client perspective. Existing tools, including the viewer and query tools, have been further streamlined to utilize the Marshalling Agent for communication. The architecture has now been expanded to support custom tools being hosted inside of Acorde or to have third party tools embedded in other applications. Acorde messaging can then be used between tools. Customers can now build custom clients without having to rewrite the tools. Acorde Service Enhancements Several additional enhancements have been made to the Acorde Service architecture, including the following: New License Service —the License Service has been modified to provide support for the new security model changes. System Manager—System Manager has been modified with numerous fixes and performance enhancements. Many of the fixes are improvements for The Home Depot that have been rolled into the 2.0 baseline. Email Service Phase One—the first steps to enhancing overall performance on email in and out of the Optika system (especially from Workflow) have been completed. Storage Service —Support has been added for Read after Write on objects Export Service —the export service now supports Adobe Distiller functions for PDF support when Adobe Acrobat version 4.0 is installed on the Export service. Optika a edia core rocess and Context Proprietary&Confidential Page 7 of 9 R.eleas' e Overview New Messaging Structure for the Optika Core and Custom Objects A new messaging layer has been incorporated for the Optika core solution. The messaging model uses the SDK, including workflow. This functionality incorporates unified messaging across the entire product and allows for easier integration of third party tools. The Custom object concept sets the framework for providing the ability to access and view objects through third party Viewers like the Adobe Acrobat Reader or Microsoft Word. Microsoft Monitor and Control Program (MCP) In an effort to move to a more standardized way to remotely monitor and control the Acorde architecture, Microsoft's MCP (Monitor and Control Program)technology has been implemented. MCP allows any Acorde services to both specify and process its own set of unique monitoring and controlling logic. MCP is extensible for any Acorde service, providing the ability to locally or remotely watch a computer system. This functionality replaces Remote Administration and Qview. Enhanced Viewer Tool Several new features have been incorporated for the 2.0 Viewer tool. The ability to anti— alias (scale-to-grey support) has been incorporated at a fast render speed. In addition, the 2.0 Viewer tool is faster than any previous version of the Viewer for handling scrolling, zooming and general render speed issues. Acorde Web Services New Web Client For version 2.0, a fully redesigned and enhanced Web Client has been created to provide all Acorde Process and Context capabilities over the web. The following functionality has been incorporated into the 2.0 release: Ad hoc search- Users have the ability to select an application or a COLD report and execute a search using any of the fields defined for that report. Saved searches -Searches saved with the Acorde Windows client can be utilized on the web. In addition, users have the ability to use a saved search as one of their favorite searches. Store documents- Documents can be indexed from the Web Client using the store function, which is intended for ad-hoc capture of scanned images or electronic documents on the desktop. Append/modify documents -Once a document is in the system, the document index values can be modified. Scanned images can have additional pages appended to the document. View documents (in browser)—For ad-hoc retrieval clients, the 2.0 release provides the ability to export Acorde stored documents to a format that can be read in the browser without a plug-in. The documents can be viewed as JPEGs or GIFs. The Acorde Export service will take Acorde stored documents and export them to these formats on the fly. Optika also provides the ability to zoom in/out on the document viewed in the browser. Optika eMedia Acorde Process and Context Proprietary&Confidential Page 8 of 9 2`. 0 Release Overview View documents/Annotate (plug-in)—For enhanced viewing and interaction with documents, Optika provides the Acorde plug-in. The plug-in will support viewing, zooming in/out, copy to clipboard, annotation viewing, creation and modification, scaling and rotating. Anti-aliasing (scale-to-grey) is supported for documents to provide a crisper presentation of a viewed page. View documents (thumbnails)— To enhance the navigation of the Acorde system, the ability to view documents through thumbnails is provided. Thumbnails provide the ability to view up to N number of pages at a substantially smaller size to facilitate navigating a document. Search results (send to excel, send to printer, send to email)—A fully functional search results page is provided, adding powerful navigation through search results. The search results support notification of the existence of annotations, sorting ascending and descending, configurable settings for the number of results to show on a page, previous and next navigation, the ability to send results directly to Excel, and much more. Workflow package creation—Users now have the ability to select a package template to utilize in creating and sending the package to a user's inbox or into the flow. Workflow searches—Searches for workflow can be executed for specific work packages, across an entire work process or within given queues in a work process. Worklist and Inbox —The Worklist and Inbox concepts from the Windows client are now incorporated into the Web Client application. Users operate through profiles using the same concepts as the Windows client. Every user has an Inbox available in their interface. Users are able to set preferences specific to their environment. Workflow Package Viewer and Forms—Once packages are placed in the flow, users are able to utilize the package viewer to access packages, create attachments, make changes to fields in the work process, create journal entries, view history and more. Users are able to see HTML-based forms that present package fields. Workflow ad-hoc routing and/or complete function — Users are able to interact with work packages with the same functionality as the Windows client. Once a package has been completed in a given event, the user can ad-hoc route to an event or a user, route through a decision event, or complete a package and have it routed to the next event in the flow. Workflow map viewing—The ability to view the top-level process map as well as sub flows is provided through the map-viewing tool. My Acorde (preferences, saved searches, URLs) —To enhance the user experience, Optika provides a personalization capability. Through My Acorde, users have the ability to establish preferences such as the number of results to show in the Worklist or the search results. In addition, users can execute saved searches that have been customized, enter in URL links to be accessed from the Acorde client and establish summary views on work profiles. Opfika eMe is Acorde rocess an ontext Proprietary&Confidential Page 9 of 9 ° . 0 R el ease Overview Security— Two options are available for creating secure access to data being passed over the web. First, the client must access the Acorde client with a username and password established through the Acorde Access Control Context. Second, delivery of data to and from the client can be optionally executed through the SSL layer, providing encryption of files being delivered to the client. Web services and browsers— The Acorde Web Service operates on Microsoft IIS through ASP pages. ASP pages access the Acorde functionality through a suite of COM objects. Version 2.0 is most efficiently operated on the Internet Explorer platform. Download options— The ability to utilize plug-in viewers is provided through the Acorde Web client. Both the Acorde plug-in viewer and the Adobe Acrobat reader can be directly downloaded from the Acorde Web Client. Summary Together, Acorde Context and Acorde Process provide a comprehensive solution to the complex information management and business processing needs of today's enterprises and trading partner communities. The Acorde family of solutions enables companies to leverage the web to create new opportunities for more efficient and effective business transactions, while extending the value of their current infrastructure investments. Acorde Context and Process allow organizations to establish the necessary framework for managing the huge volumes of disparate types of information associated with everyday business transactions. Building upon this powerful base, companies can extend their business to the web —and resolve related transaction issues with trading partners over the web by leveraging the power of the Acorde Resolve solution. By providing simple and efficient information management and sharing, Acorde solutions allow companies to focus their time, money and resources on the more important business of providing excellent customer and vendor service, improving partner relationships and maintaining advantage over the competition. pti a e e is Acorde Process and Context Proprietary&Confidential EXHIBIT A.2 `Acorde 2.0 Release Notes' Optika®Inc. Main number: 719-548-9800 7450 Campus Dr., 2"d Floor Fax number: 719-531-7915 Colorado Springs, Colorado 80920 Tech support: 719-531-9100 http://www.optika.com Support@Optika.com Release Notes Acorde TM Version 2.0 July 2000 This document contains information regarding Acorde Version 2.0. For information regarding Known Issues and Limitations with this release please refer to the current issues (ISSUES20.DOC) document located in the root of the CD. For issues which may have been identified after the CD was created please check the Release Notes section of the material which accompanied the CD. Acorde 2.0 can be installed on new installations only. InstallInformation........................................................................................................2 LimitsInformation........................................................................................................3 Hardware Minimums and Recommendations...............................................................6 VersionControl ............................................................................................................7 Software.................................................................................................................7 Networks and Hardware........................................................................................8 DatabasePlatforms..............................................................................................10 Install Information This version of Acorde is not compatible with any RePowere or Optika eMedia®.programs or files at this time. Most of the Acorde documentation is shipped in electronic form and is installed during the installation of the product. Please refer to the Acorde Service Installation Guide, Install.doc, in the root of the CD, for detailed install instructions. The Installation Guide is also included in hardcopy form with the CD for new customer shipments. Documentation for Acorde is a compiled HTML Help system (Acorde.CHM). The Help files for each module may be printed from the Help application window by selecting the Welcome page and following the directions on that page. Acorde 9/29/2000 Version 2.0 Page 2 Release Notes I L Limits Information' Description Limits for this release DSMS Concurrent download limit 15 Security Simultaneous Users on the system no limit Client Tools Galleries per system no limit Galleries per group/user no limit Characters per Gallery name 80 Tools per Gallery no limit Searches per Gallery no limit Length of name for Saved Search 127 characters Search conditions per search 255 Searches on COLD applications 4000 tiers Rows/Records returned per search in Only limited by available Search Results RAM Characters in search statement Only limited by search processor (SQL Server) Locked Documents on the system no limit Locked Documents in an application no limit Viewer Simultaneous Documents in the viewer Up to 20 views Pages per document in the system no limit Pages per document in the viewer Up to 20 views Print Copies that can be requested per job 99 Search Results Index Length 235 Fax Copies that can be requested per job 1 Acorde 9/29/2000 Version 2.0 Page 3 Release Notes Description Limits for this release Entries in the Fax Phone Book Unlimited Filer Applications on the entire system Unlimited Characters in an Application name (1) 9 Fields in an Application 49 Indexes in a new Image Application 1 Indexes in an existing Image 15 Application Indexes in a COLD Application 15 Max number of fields per imaging 30 index Index Length 235 Input File Object Names Limited to 50 characters and extension limited to 50 characters Input Files per Application 1 in non-wildcard mode and unlimited in wildcard mode Size of a Filer Input File The input file size must be less than 4 GB Command File Character Limit 254 Filer accepts images that meet the Tagged Image File Format following specifications: (TIFF) Group IV Compression 200, 300, or 400 dpi X resolution equal to Y resolution Non-tiled Non-stripped (i.e., Lines per strip equal to total lines) Image widths which are a multiple of 8 Fill order of 1 or 2 Tags at the top or bottom of the file Single-plane (monochrome) Bi-tonal Acorde 9/29/2000 Version 2.0 Page 4 Release Notes Description Limits for this release Single Page or multi-page TIFFs. Process Characters in the Username 16 Characters in the Login Name 16 Characters in Full Name no limit Processes on the system no limit Events per process no limit Sub-Flows in a Process no limit Packages in the system no limit Packages in a worklist no limit Packages in an inbox no limit Fields in a Package Template no limit Forms per Package no limit Servers Jukeboxes on the system 36 Storage Servers on the system 36 Printers on the system 36 Print Servers on the system 36 Fax boards on the system 36 Fax Servers on the system 36 Information Brokers on the system 36 Name Servers on the system 36 Request Brokers on the system 1 License Servers on the system 1 Alert Servers on the system 1 Web Servers (IIS) on the system Unlimited Length of Volume Name 11 characters SDK Index length 235 Acorde 9/29/2000 Version 2.0 Page 5 Release Notes Hardware • • Recommendations' Your hardware should meet the following minimum requirements to run a basic system for demos or training purposes. It is recommended that customers work with their Optika representative to configure their installation to their specific environment and production needs. Additional memory may be required for optimal performance. -T Minimum Recommended (5) 7 Special Client with Pentium 200-32 MB RAM Pentium 266-32 MB RAM At least 45 MB local magnetic Windows 95/ disk space(2). Windows 98 Client with Pentium 200-64 MB RAM Pentium 266-64 MB RAM At least 45 MB local magnetic Windows NT disks ace(2). Servers(1) Pentium 200-96 MB RAM Pentium 300-256 MB RAM At least 30 MB local magnetic disks ace. Database Server Pentium 200-256 MB RAM At least 3 GB of disks ace. DSMS Server Pentium 200- 128 MB RAM Pentium 300-256 MB RAM At least 30 MB local magnetic 3 disks ace. Scan Client(4) Pentium 200-32 MB RAM Pentium 266-32 MB RAM At least 45 MB local magnetic disks ace. Web Client(1) Pentium 133-32 MB RAM Requires video resolution of 800x600 or better. Web Server(1) Pentium 200- 128 MB RAM At least 30 MB local magnetic disks ace. 1. 500K conventional memory and swap file requirements. 2. If using custom tools within the production client, Optika recommends that you contact your third party provider for additional specific requirements. 3. Optika recommends that caching not be used with the minimum configuration. 4. If using a third party scanning solution please refer to their required configuration. 5. The recommended hardware configurations are for production systems, however additional memory can have a significant impact on performance. DISPLAY REQUIREMENTS: Acorde clients and servers require at least 16 colors and a minimum resolution of 800 X 600 with a few exceptions. Web Server and Export server require 256 colors. The Storage Class Definition tool requires a minimum resolution of 1024 X 768. Acorde 9/29/2000 Version 2.0 Page 6 Release Notes Version • Software Operating System Platforms{1) PDF Internet Scan E-Mail Client(5) Browser Win Win 98 Win NT Win NT Adobe Internet Internet Kofax MS Exchange Other 95 ver. 2nd Server Server& Acrobat Explorer Explorer Image 5.01.1457.3 MAPI 4.00.950 Edition & Work- 4.0 4.x 5.x Controls &Outlook Clients B Work- station (2) (12) 3.1 2000 station 4.0 (10) 4.0 SP 6a (11) SP 5 Client T/S T/S T/S T/S T/S Servers NT/NS NT/NS T/S T/S T/S Export NT/NS NT/NS T/S T/S T/S T/S Server Scan T/S T/S T/S T/S T/S R Client Web T/S T/S T/S T/S T/S Client 13 Web NT/NS NT/NS T/S T/S NS T/S Server 13 Process T/S T/S T/S T/S T/S T/S NT/NS Client Process T/S T/S NT/NS Builder Script Debu Process NT/NS NT/NS T/S T/S Broker +=use this version or a version with a higher version number (#)=See note with this number R= Required T=Tested S=Supported T/S=Tested,Supported NS= Not Supported S/NT=Supported, Not Tested NT/NS= Not Tested, Not Supported O=Optional 1. The following operating systems are NOT SUPPORTED on Acorde production clients and servers: • Windows M • Windows 95 version 4.00.950a • OS / 2 • Windows NT 3.x • Windows 2000 • Windows NT 4.0 SP3 or less 2. Microsoft Internet Explorer 3.x is NOT SUPPORTED. 3. Novell Network file servers are NOT SUPPORTED. The Acorde system middle tier and application services are designed for use on Windows NT. 4. Web Clients require Internet Explorer 4.x (or 5.x). The Web Client is a true HTML HTTP deployment and therefore should run on any operating system, including those listed above. Acorde 9/29/2000 Version 2.0 Page 7 Release Notes 5. Process MAPI Messaging requires an Extended MAPI version 1.0 mail system for Message triggers. This has been tested with MS Exchange server and MS Exchange 5.01 and Outlook 2000 clients. 6. Clients require the Microsoft file, regsvr32.exe, to be in the system directory on Windows 95, Windows NT Workstation and Windows NT Server for certain Microsoft programs, which are included in the Acorde system, to run successfully. 7. The Web Server requires Microsoft IIS 4.0+ with Active Server Pages (ASP 1.0+). 8. The compiled Help file Acorde.chm requires that at least Internet Explorer 4.0 (IE) be installed. However, IE does not have to be the default browser. 9. Optika eMedia 1.5 and Acorde 2.0 use the INSO Corporation's INSO filter files version 5.2.1 to render various file formats. 10. Java 3.2 VM release 3194 or higher is required. 11. Notes fields located on Office Member page and under ResPack Administration are limited to 32,000 character. 12. SOCKTOOL.DLL must be installed in the Windows NT C:\Winnt\system32 directory. This file is found, by default, in the following directory: C:\Program Files\Optika\Acorde Process. 13. Acorde Web Services Server requires MS Internet Explorer 5.0 or greater. Acorde Web Services client requires MS Internet Explorer 4 SP2 or greater. Networks and Hardware Your system must meet the following requirements: Networks Acorde requires TCP/IP. Storage Devices ANSI compatible jukeboxes are supported. Contact the jukebox manufacturer to determine whether their equipment is ANSI compliant. ISO standard optical drives, MO and WORM media 1.3, 2.6 and 5.2 GB capacity are supported. Each Storage server can support one optical jukebox and up to six optical drives. Scanners Check the Kofax web page at www.Kofax.com for a list of scanners and boards that are supported under the Image Controls 3.1. Scan Client A Kofax card is required with Kofax Image Controls 3.1. A licensed version of this software must be purchased separately from Kofax. Acorde 9/29/2000 Version 2.0 Page 8 Release Notes Printers HP LaserJet 4 and 4 Plus are tested and supported. The system supports any Windows printer properly configured for the Windows NT 4.0 environment on the Acorde Print Server. Fax GammaFax CPi100 and CPi400 are tested and supported. GammaFax software version 3.2 is required. Visit the Dialogic web site to find a list of compatible hardware: http://www.dialogic.com/products/d_sheets/3108web.htm Acorde 9/29/2000 Version 2.0 Page 9 Release Notes Database Platforms DATABASE VERSION SUPPORT/TEST SQL Server (4) 7.0 SP 1 (2) S/NT 7.0 SP 2 S/T Informix 7.23 for NT NS/NT 7.23 for UNIX NS/NT 7.3 for HP UNIX NS/NT Oracle 8.0.5 for NT (3)(5) S/T 8.0.6 for NT S/NT 8.1.6 for NT NS/NT Sybase 11.9.2 for NT NS/NT 12.0.0 for NT NS/NT S/T =Supported, Tested NS = Not Supported S/NT= Supported, Not Tested in this release NT = Not Tested 1. Requirements for the Package Broker, Process Broker and Administrative Clients (Process Builder) include: Database Connectivity: Microsoft 32-bit ODBC, version 3.0 or greater* Database Client Software: Vendor Supplied Network Connectivity: Vendor Supplied * Some smaller and less complex installations may be able to use ODBC version 2.5 or greater. 2. Acorde supports Microsoft SQL Server version 7.0 Service Pack 1. The following information is also contained in a document on the Optika BBS. During the certification process for this database, no issues were found with Acorde imaging, COLD or the Software Development Kit. An issue was detected with Process. To use Process to route packages through the Process Broker a change must be made to the registry settings. The ODBC driver builds a procedure to run a parameterized update. This stored procedure interprets the date parameter as smalldatetime (4 byte) in SQL Server 7.0 SP 1 as opposed to datetime (8 byte) used in SQL Server 6.5. Microsoft SQL Server 7.0 SP 1 drivers will not work with the Process Broker unless the ODBCCMPT.EXE utility is run properly. The registry settings must be updated to use datetime (8 byte). ODBCCMPT.EXE is a registry update utility that is placed in the default directory (C:IMSSQLIBINN) during the MS SQL Client installation. (If the MS SQL client has not been installed the options are to install it or copy the ODBCCMPT.EXE from the MSSQL71Binn directory on a SQL 7 server.) Acorde 9/29/2000 Version 2.0 Page 10 Release Notes The install also normally creates a path to this directory. OPTIKAS.EXE is a parameter and identifies what registry entry to change. When the utility is run it places optikas in the Name field and "6 .50" in the Data field within the following key: My Computer\HKEY_LOCAL_MACHINE\SOFTWARE\MICROSOFT \MSSQLSERVER\CLIENT\ODBCAppCompat\ . Microsoft SQL Server 7.0 SP1 and Process Broker must be installed before the update. Follow these procedures to update the registry on each machine running Process Broker. • Close all Optika applications. • Stop all Process services (Process Builder, Process Broker, Package Broker, Process Injector and Administrative Client). • Within each Process Broker click Start I Programs I Command Prompt. • Type ODBCCMPT OPTIKAS.EXE at the prompt. • Select Enter. Once these steps are completed the Process Broker is updated. Optika applications may be restarted and run on Microsoft SQL Server 7.0 SP 1. 3. Acorde is certified for use with Oracle version 8.0.5 with 8.0.5 drivers. The Process Broker machine needs 8.0.5.7.0 or greater to allow for multiple threads. Optika recommends using the 8.0.5.8.0 driver for Acorde Context services. 4. SQL 7.0 Service Pack 2, with Hot Fix, must be installed on every information Broker server before the software for Information Broker is installed. SQL 7.0 must be installed case insensitive. 5. The Oracle user specified in the Oracle ODBC data source for Acorde must not have DBA privileges. When an Oracle user with DBA privileges is used, it causes Acorde tables from other usernames within the same service name to be detected. This can cause many errors from accidental DBINIT of another user's database to SQL errors. 6. When applying processes in Process Builder, errors may occur due to re-initializing the Oracle database. Make sure that WFUSER is not logged in. When applying processes, Process Builder fails if WFUSER is still logged into the database. Acorde 9/29/2000 Version 2.0 Page 11 Release Notes EXHIBIT A.3 `Acorde ERP B2B Pak J.D. Edwards Brochure' ii • r • e P r • • u c t S • I u t i • 1 t ;y Acorde ERP B2B Pak PTIfCA J.D. Edwards Integrations EXTENDING INVESTMENTS IN EXISTING ERP SOLUTIONS The Business Challenge The Acorde Family of Solutions Organizations worldwide have invested a The Acorde product family is revolutioniz- KEY FEATURES : BENEFITS significant amount of time, money and ing how businesses facilitate and support resources into comprehensive Enterprise transactions with customers and vendors. Resource Planning (ERP) applications, which Acorde Context and Process" are the first Capture, store, retrieve & manage specific business processes such as steps in more effectively managing business transactionview • Accounts Payables and Receivables, Order processes and the documents and • • Processing, H/R& Customer Service. ERP information that drive them. deployments effectively handle companies' back-office processes, but out of the new Acorde Context and Process help compa- Provide information access Net Economy, fresh challenges arise. First, nies capture, store and process a wide to continue to increase efficiency and variety of business documents surrounding to users • directly reduce costs, organizations must more the delivery of goods and services to the Fdvvards applIcationseffectively integrate and manage the many marketplace. By securely managing types of documents and information information, transactions executed between surrounding transactions. In addition, partners, and reports related to those extend established companies must further extend functionali- transactions, Acorde Context and Process business processes ty across the enterprise and throughout the effectively deliver critical business content, supply chain. regardless of source or type, for any step in the business process. Resolve Internally, ERP solutions allow the flow of business information to run smoothly; but The Acorde ERP B2B Pak discrepancies at significantly to gain an edge over the competition in ioduced costs today's fast-paced world, companies need Through the following capabilities, the to openly and interactively manage and certified integration of Acorde with J.D. share transaction information like purchase Edwards enterprise solutions allows orders and invoices—accelerating process- companies to significantly extend the ing efficiency and resolving transaction functionality of their WorldSoftware or discrepancies both internally and with OneWorld deployment, reducing transac- supply chain partners. tion cycle times, decreasing costs and streamlining internal business processes. The Acorde ERP 13213 Pak", an inte- gration for the Acorde" family of solutions and J.D.Edwards WorldSoftware" and OneWorld #,; NON solutions, enable companies in a wide array of industries—includin retail, manufacturing and financial ' services—to expand upon their i` „ , 1 , existing J.D. Edwards ERP deployments. With the ERP 626 !°_� Pak, companies can dynamically ' ` ,, • ;, ---�:51— manage back-office processes while accessing a full range of transac- tion-related information, including .. paper-based data captured as images, reports, fax and EDI, along ' Chi,feed Interface with their own ERP data. AllaancePartrrer Enabling OneWorld with Acorde Functionality AccessingSf All T of Transaction Information graphically build, monitor and manage YP� 9 P y 9 the flow of business information,create 1 WorldSoftware and OneWorld users often prioritized work lists of items to be processed need quick access to contracts, invoices, and integrate between systems within the orders and other business documents to organization or department. enhance retrieval and processing speed. The Acorde B2B Pak allows J.D. Edwards users to Extending to 13213 Web Resolution ` capture, store, retrieve and view the dis- parate types of information associated with Businesses utilizing the Acorde product everyday business processes, regardless of family to process business transactions can source—including paper, fax, reports, EDI, extend the value of their Acorde investment electronic forms, office documents, by incorporating Acorde Resolve?to HTMUXML and J.D. Edwards system data. facilitate transaction issue resolution. Acorde Context enables all users, regardless Regardless of how a transaction is executed of location, with a single point of access to and communicated, more than 10%of all transaction data from a variety of client 626 transactions have problems or discrep- desktops—including WorldSoftware, ancies, due to a wide variety of issues such "Optika is demonstrating its OneWorld, and the Acorde web or Windows as short shipments, cost discrepancies, back client. As a result, companies can signifii- orders, packaging changes and incomplete commitment • cantly improve customer and vendor details. The cost to manually process and response times, consistently delivering resolve problem transactions is nearly equal businesses leveragesuperior service through reduced transaction to that of processing all transactions that cycle times. complete successfully. Acorde Resolve •n)rNOrce technology enables companies to resolve issues by Automating Processes into the Trading building web resolution hubs—secure Partner Community forums for sharing all relevant transaction improvemade, as well as information and documents to efficiently While ERP systems efficiently move resolve discrepancies or errors using information within and between internal interactive tools like interactive chat and •mrnunicatioos • ERP modules, many enterprises require web page sharing. Usingwith business partners. documents and information to flow beyond the ERP application or department—across Summary the Acordo •• 132B Pak, we the enterprise and into the supply chain. Leveraging the web, Acorde Process allows Optika, a J.D. Edwards Certified Product can create easy, 0/70-Stop businesses to expand the traditional Alliance Partner, has partnered with J.D. corporate environment to anyone virtually Edwards for many years to deliver solutions • • anywhere, accelerating business processing that consistently help companies efficiently speed and increasing information sharing and effectively capture, store, retrieve and surrounding business between all participants. share critical documents and information, transactions while reducing ultimately maintaining and expanding Acorde Process creates electronically competitive advantage. Several customers controlled processes that complement J.D. are utilizing the Acorde ERP B2B Pak to our Edwards systems b automating and Y y 9 further extend the return on investment of extending existing processes. Using their existing J.D. Edwards solutions, sophisticated workflow functionality, including J.D. Edwards itself. Acorde Process allows companies to SeniorBill Misturini • • www.optika.com McKessonHBOC Medical • • 1 s PakToO1171Cdl WIwepoper or to findout about ow OPT! J OPTIKA USA OPTIKA Brasil OPTIKA Europe/ 7450 Campus Dr., Optika Information Systems Ltda. Middle East/Africa 2nd Floor Av.Rio Branco,45-Sala 2502 Theale Court Colorado Springs,CO Rio de Janeiro-CEP-20090-004 11-13 High Street 80920 Brasil Theale,Reading,Berkshire,UK tel 719.548.9800 tel+55 21 283 1486 tel+44 118 930 4375 fax 719.531.7915 fax+55 21 283 3937 fax+44 118 930 5579 www.optika.com email:optikabrCDoptika.com email:ukinfo@optika.com Copyright C Opt W 7000 OpWi a Montle ReeO.-are ragkbf d batl ft e,W Veda he d Op"1— Pa 0:A 01-0" Al other tretlunehs wed—ne pr p ty d to nape--V—. EXHIBIT A.4 `Acorde ERP B2B Pak J.D. Edwards White Paper' � RY White Paper Series Mg :. KA TM Pak Integrating the Acorde Product Family with J .D. Edwards Enterprise Software Solutions Page 2mf 2 9' White Paper Series ��=�� �� ��Contents ����� � '� �����`~ ��� ��n��=�m"���^� GENERAL INFORMATION---------.-----.------..----..,---...--...--...--..,,--....'.-....-....,,--.3 PROPRIETARY STATEMENT............................................................................................................. ------.3 INTENDEDAUDIENCE..........................................................................................................................................3 TRADEMARKS AND COPYRIGHTS..........................................................................................................................3 INTRODUCTION__----.-_--.----._--.----.----._--...-_--._----_--.---.-.----'—._-'4 THE ODTHCVJ.D.ED@9ARDS PARTNERSHIP..............................................................................................5 INTEGRATIONOVERVIEW.............................................................................................................................6 WORLDSOFTWARE INTEGRATION OVERVIEW.......................................................................................7 RETRIEVING AND VIEWING BUSINESS DOCUMENTS..............................................................................................7 SCANNING AND STORING B000vomu DOCUMENTS.................................................................................................8 WORKFLOW ENABLING BUSINESS DOCUMENTS ...................................................................................................9 STORING COMPUTER OUTPUT xu BUSINESS DOCUMENTS.................................................................................... D PRICING........................................................................ ...................................................................................ll AVAILABILITY.................................................................................................................................................. l2 CERTIFICATION................................................................................................................................................. l2 OPERATIONAL ENVIRONMENT........................................................................................................................... l2 ONEWOD0LD INTEGRATION OVERVIEW.-,'.--_--'-_.~---..--_.._--._---.---.-_--.--_-13 RETRIEVING AND VIEWING BUSINESS DOCUMENTS............................................................................................ \3 SCANNING AND STORING BUSINESS DOCUMENTS............................................................................................... 14 WouuxcowEwAaumsBonmaxxD000Mawrx --------------------------------. lj STORING COMPUTER OUTPUT xs BUSINESS DOCUMENTS.................................................................................... }6 PRICING............................................................................................................................................................ l6 AVAILABILITY.................................................................................................................................................. \6 CERTIFICATION................................................................................................................................................. \6 AND UPGRADING TO ONEWORLD...................................................................................l7 SUMMARY........................................................................................................................................................17 Page 3 of 3 0ptUka White Paper Series I— General Information Proprietary Statement The ideas and designs set forth in this document are the property of Optika Inc. Information in this document is subject to change without notice and does not represent a commitment on the part of Optika. Intended Audience This document is intended for existing or potential J.D. Edwards' customers and is meant to provide a technical overview of the integrations that Optika has performed with the J.D. Edwards Enterprise Software products. This White Paper discusses both OneWorld and WorldSoftware. Trademarks and Copyrights Optikae and Acorde'm are registered trademarks of Optika Inc. J.D. Edwards®, OneWorldT', Idea to Action TM and WorldSoftware' are registered trademarks of J.D. Edwards World Solutions Company. All other trademarks are the property of their respective companies and are used for information purposes only. Optika Inc. June 15,2000 Page 4 of 4 ` p 1ka �White Paper Series tion Many organizations faced with competitive pressures, along with cost savings and performance initiatives, have seen the need to consolidate their disparate business computing systems into a comprehensive enterprise-wide solution that handles their ever-changing business needs. These companies also realize that although Enterprise Resource Planning (ERP) systems provide a comprehensive tool for managing business processes, employees are still spending enormous amounts of time handling paper and managing transactions. In addition, while ERP systems efficiently move information within their specific modules, many companies require documents and processes to flow across departments and applications—spurring the need for a true enterprise workflow tool. The Web is also forcing companies to re-think the way they conduct business. Organizations see e-commerce as the way to increase efficiency, improve customer service and lower operating costs. Although e-commerce applications streamline transaction processes, they do not address the critical need to store, manage, access and deliver business-to-business transaction data and supporting information. Companies require a comprehensive solution that manages their enterprise-wide business processes while providing users access to the full range of related transaction information, including both existing paper-based documents and new ebusiness information, all from within a single source. As a result, businesses can quickly and easily resolve any transaction issues or problems— such as partial shipments, discrepancies between invoices and purchase orders and misapplied discounts— increasing business processing efficiency and strengthening vendor relationships. Optika and J.D. Edwards realize the enormous value in offering a joint solution that addresses the common business problems affecting many companies today. The integrations of the Acorde family of solutions and J.D. Edwards' OneWorld and WorldSoftware leverage J.D. Edwards' computing power and Acorde's transaction information management and delivery capabilities to provide seamless access to paper and electronic documents, as well as business reports, directly from within J.D. Edwards Enterprise Business Software Solutions. Optika Inc. June 15,2000 Page 5 of 5 t"I°ka White Paper Series The Optika/J.D. Edwards Partnership The Optika and J.D. Edwards partnership addresses the changing needs of enterprises worldwide. Optika offers the Acorde ERP 13213 Pak— an integrated solution that allows businesses to manage and automate both existing and electronic transaction content, dynamically handle their back office processes, and proactively resolve transaction issues or problems. In 1997, Optika became a J.D. Edwards Alliance Partner, releasing a certified integration between J.D. Edwards' OneWorld and Optika's RePower suite. The partnership grew even stronger during 1998 when Optika chose J.D. Edwards' OneWorld as the software to run its Finance and Administration departments. Shortly thereafter, J.D. Edwards implemented Acorde Context and Process to meet its enterprise-wide requirements for document and data storage, retrieval and workflow. The companies are continuing their successful partnership by integrating the Acorde family of solutions with J.D. Edwards' OneWorld and WorldSoftware to provide unique and comprehensive solutions that allow companies to easily manage their ever-changing business processes and transactions. The integration of these solutions will not only be a tremendous benefit to the numerous customers the two companies already have in common, but will also be used by both Optika and J.D. Edwards in their production systems. Optika Inc. June 15,2000 Page 6of6 °Q-pti k a White Paper Series Integration Overview Research of J.D. Edwards' customer installs found that there are approximately 5,300 customers in about 7,800 sites, with 7,500 customer sites running J.D. Edwards' World Software. Inquiries on J.D. Edwards' solutions received directly by Optika indicated a nearly equal split between customers running WorldSoftware and those running OneWorld. Combined, this research indicated the need for integration of Acorde with both OneWorld and WorldSoftware. There are two primary goals for the integrations. The first goal is to provide Optika customers with a high-quality, stable solution that is adaptable to ever-changing business needs while meeting J.D. Edwards' stringent certification requirements. Secondly, the integrations must provide seamless document storage and retrieval functionality from within the J.D. Edwards solutions framework while enabling numerous other capabilities and benefits of Acorde including workflow, Web access and management of business transaction information. While the storage and retrieval functions are slightly different for OneWorld and WorldSoftware users, the high level concept is the same for both. The Acorde integrations with J.D. Edwards' products allow users to perform "context-sensitive" searches for business documents/transaction content from aJ.D. Edwards-enabled screen. On the input side, Acorde delivers relevant documents and data to the client's desktop. The user then enters the necessary data into the appropriate J.D. Edwards screen. The documents and related transaction information are stored in Acorde with index values that allow for easy access and retrieval. The ERP B2B Pak can be used in any module of OneWorld or WorldSoftware. The samples included with the integration are targeted at the Accounts Payable process since a majority of J.D. Edwards' customers use the A/P module and the benefits of efficient document storage and retrieval in an A/P application are well documented. The sections below discuss the specific details of the ERP 13213 Paks and the resulting benefits. Optika Inc. June 15,2000 Page 7 of 7 d' ptika White Paper Series WorldSoftware Integration The Acorde integration for J.D. Edwards' WorldSoftware provides document and image management, workflow, and ERM capabilities to the already robust business application without requiring any modifications to WorldSoftware. The integration users are able to retrieve documents and reports directly from World screens, perform data entry directly from a scanned image, and participate in a business workflow process. Retrieving and Viewing Business Documents A major benefit of the Acorde/WorldSoftware integration is the capability for users to retrieve business documents directly from within a WorldSoftware screen. In a number of situations, WorldSoftware users need to view contracts, invoices, correspondence,or other business documents to address a vendor or customer inquiry. The Acorde/World integration makes this possible in a convenient and easy to use manner. By pressing the "Search" button on a menu that appears above the J.D. Edwards screen, a list of documents that correspond to the data on the World screen will appear. Then, the user simply selects a document to view and it will be displayed in a window next to the J.D. Edwards WorldSoftware screen. The Acorde viewer allows multiple document types to be displayed at one time. With zoom, rotate and flip options, the documents can be easily adjusted for optimal viewing. Numerous types of notations can also be added to the document, including postit-notes, free-form text, highlights, whiteout and redaction. If needed, the documents can be printed or faxed directly from the Acorde Viewer to a local printer or to customer's fax machine. The Acorde/World integration provides users with the full power of Acorde retrieval, viewing and annotation — by executing an Acorde query from directly within World, users can access and display the full range of transaction data, regardless of type or source, that corresponds to the particular J.D. Edwards WorldSoftware screen. As a result, companies increase their ability to efficiently resolve vendor issues, significantly improving productivity and enhancing vendor service and satisfaction. Optika Inc. June 15,2000 Page 8 of 8 ka White Paper Series To setup this retrieving and viewing capability, the system administrator simply needs to cross-reference the fields on a particular WorldSoftware screen to the fields in an Acorde saved search. Optika has included a sample field "mapping" for the most commonly used screens in the J.D. Edwards Accounts Payable module as an example of how to perform this function. The programs provided with the integration allow any J.D. Edwards screen in any World module to be ,'mapped". NIT% ava w:xsu- xsl� t ewa r.;i!ur Yrnt'!+ sYsi w es �a tea, x c � €[€ [ a 1 22 vobw_ �_ ... . 4�,tY[ .e.ea rr.. Wuw Mew .urtwl s>..Le .. FS SiYllrllila xac V+y'4&.awIwn AMti �`+kw EiC.4'b I i-N►wi + !� GYunrrwl:N.ts xy #f Searching 8 Retrieving via Acorde-enabled WorldSoftware Screen Scanning and Storing Business Documents Getting the documents out of the system is easy, but hoer about getting the documents into the system? This task is just as easy with Acorde's capture integration and single step data entry. After preparing and scanning the documents into any of the leading document capture products that are certified to workwith Acorde, the documents are automatically fed into Acorde and placed into the organization's workflow process. The documents are then made immediately available for processing at the users' desktops. Optika Inc. June 15,2000 Page 9 of 9 4' pti k a W h i to P a p e r S e r i e s The next step is to select the document to be processed from the user's electronic "In Box". The computer automatically displays the document and shows the user the appropriate J.D. Edwards World screen. After keying the necessary information from the displayed document into J.D. Edwards, the pertinent data is transferred from the World screen into Acorde to identify the document. iEe € l UP ' aFt2 �v d ,Nrrv ; f i aiRYRa. _uhsde psR f 4=d 'MR.R p Pfi i r...►w:sr.e+Rnr iwR:.tu.Ya wraw.rw:uR ea.e err® kwat .":" .�i.Lu. �RA,R...: 4 Acorde/WorldSoftware Single Step Data Entry This process, known as "Single Step Data Entry", is the way by which Optika automates the process of capturing documents and dda to J.D. Edwards WorldSoftware screens. Once this step is complete, other users throughout the organization can retrieve andview the transaction information. Workflow Enabling Business Documents The workflow process can be used for much more than justdelivering unprocessed documents to the desktop. It can be used to route the necessary information to the appropriate people within the organization, enabling a more informed and efficient decision-making process. Optika Inc. June 16,2000 Page 10 of 10 p t I a _W h i t e Paper Series In order to demonstrate the functionality that can be included in a workflow process, Optika has created a workflow for the J.D. Edwards Accounts Payable process that is used to automate the payment of invoices. The first step in the process is the data entry step in which a voucher is created for an invoice. In the next step, the invoice is matched to the purchase order and the shipping documents. If these documents do not match, the user can send a fax to the supplier with a note indicating the mismatch problem. If the purchase order and the invoice do match, the invoice goes to the next step in the workflow process. III ' iVl PIIIia Q #w►tr3.f++i Ofw..,. .s.. a L r3 l"l ' own ? 4 . R ,vfsur 'i tdrxl�Mr.a1AY tr:r.SC C{W .. +MInHe+wsh C+.ikvi.uw,:r A ..,t E� '?Ili'%9P3�F`tE'f kT 3�_k r a t`t� s° �i"�•(E.€. r.3 IIf' i 3.� ;`l€ .��"u,tE.. AcordelWorldSoftware Workflow Process At this step, pre-defined business rules based on dollar amounts automatically determine if the invoice/voucher needs supervisor approval. The supervisor may approve or decline the payment of the invoice. If the supervisor approves the voucher, WorldSoftware will send out a check and permanently store the invoice in the Acorde system. If the supervisor declines the payment, the invoice goes to an exception step within the Acorde workflow process where the problem with the invoice is resolved. During this entire process, the document has been automatically routed to each step as well as tracked and audited at each step. The problem of a lost invoice is a thing of the past—with this level of automation, organizations can increase collection of early payment discounts and dramatically improve supplier satisfaction. Optika Inc. June 15,2000 Page 11 of 11 O p t i ''k a White Paper Series The above Accounts Payable process is just one example of a workflow process. This process is included with the ERP 1326 Pak and can be modified within the Acorde/WorldSoftware integration to fit an organization's specific needs. In addition, using Acorde workflow tools, including a graphical workflow builder, companies can build their own workflow processes based on additional applications. Storing Computer Output as Business Documents J.D. Edwards' WorldSoftware produces numerous reports that are used frequently to reconcile and verify the level of business transaction completion. Acorde indexes and stores these documents, which makes them automatically available from the desktop when needed. This technology, called Enterprise Report Management (ERM) by the Association of Imaging and Information Management (AIIM), is built into Acorde Context as a core component. Optika has chosen the Payment Group Edit Report as a sample for this integration because it is often used in the Accounts Payable process, and it clearly demonstrates the flexibility of Acorde's ERM processing capabilities. Other reports can be easily defined in Acorde depending on the business needs of the customer. For example, if Purchase Orders are generated from a WorldSoftware system, Acorde can take electronic copies of those Purchase Orders as they are produced from World and electronically store them in Acorde. Pricing The ERP 13213 Pak for WorldSoftware includes the capability to interface with any module of J.D. Edwards' WorldSoftware. To highlight the functionality of the integration Optika has created a sample solution for the Accounts Payable process. This solution can be used to speed up the implementation process or it can be used as a template to create other solutions for other World modules. The Acorde integration for J.D. Edwards WorldSoftware Accounts Payable consists of: • Screen mappings for Supplier Ledger Inquiry screens to do Searches. • Screen mappings for the Standard Voucher Entry to do "Single Step Data Entry" and automatic updates of the Acorde workflow and index fields. Optika Inc. June 15,2000 Page 12 of 12 t? ptika White Paper Series • Acorde imaging application definitions for Invoices, Packing Slips, Purchase Orders and Contracts. • An Acorde Workflow process map with pre-defined forms. • A Solution File that ties all of these resources, events and tasks together. • The client and server components that run the solution files and integration components. • A Solution File Definition Editor/Builder that allows companies to enable any J.D. Edwards WorldSoftware screen This WorldSoftware ERP 13213 Pak is priced at $35,000 (US dollars). This cost does not include standard Acorde Client and Connection licenses. Software Assurance does apply to the cost of this integration. Availability The WorldSoftware ERP 13213 Pak is currently available as part of Acorde version 1.5, released in December 1999. Certification The J.D. Edwards statement of certification is available on the Optika web site at www.optika.com. Operational Environment The J.D. Edwards WorldSoftware product runs on an AS/400 and can be accessed from terminals or personal computers running terminal emulation software. Because Acorde is a 32-bit Microsoft Windows based product, this integration runs on computers using Windows 95, Windows 98, and Windows NT. The integration has been written to work with any HLLAPI compliant terminal emulation package. Some of the common terminal emulation packages are IBM's Client Access, Wall Data's Rumba, WRQ's Reflections, and Attachmate. Opbka Inc. June 15,2000 Page 13 of 13 ? ptika White Paper Series One orld Integration Overview The integration of Acorde and J.D. Edwards' OneWorld provides the capability to store, retrieve and automate business transaction information within a OneWorld environment. The integration users are able to retrieve documents and reports directly from OneWorld screens, enter data directly from a scanned image, and participate in a business workflow process in which documents are routed both between OneWorld modules as well as external to OneWorld. Retrieving and Viewing Business Documents The most widely used feature in the Acorde/OneWorld integration is the capability to retrieve business documents directly from a OneWorld screen. For example, a user is on a OneWorld screen doing research or answering a phone call and needs to see a particular business document. All the user needs to do is click on the Acorde button at the top of the OneWorld form, and the document or list of documents and data will automatically appear. iggwqq # M7 I I pp ]rl#y�1. #C a i ...,n� UPgwN 3 7 1 i1gliMIAIC �# ���� r # �E I1 i ............. ## a`i§{,(t(I itS i[ai j[t ( � 3 a fiffl, c [� a t{�I[ € i§§ t IN11CIE E herdwy 9,25000 1,1411 ' I i Postage and Freight 20000 38730 ptp 3, I TOWS 5550d OneWorld Screen Enabled with Acorde The Acorde viewer allows multiple types of information to be displayed at one time, as well as notations and highlights to be added to the documents. If a document is upside down or sideways, it can be Optika Inc. June 15,2000 Page 14 of 14 C') .ptIka White Paper Series flipped or rotated. Users can also zoom in on certain areas to see numbers and words more clearly. If needed, the document can be printed or faxed directly from the Acorde Viewer to a local printer or to a customer's fax machine. The Acorde/OneWorld integration provides users with the full power of Acorde retrieval, viewing and annotation — by executing an Acorde query from directly within OneWorld, users can access and display the full range of transaction data, regardless of type or source, that corresponds to the particular J.D. Edwards OneWorld screen. As a result, companies increase their ability to efficiently resolve vendor issues, significantly improving productivity and enhancing vendor service and satisfaction. To setup this retrieving capability, the system administrator must map OneWorld fields to Acorde queries and add an Acorde button to OneWorld forms. Scanning and Storing Business Documents Optika compliments the retrieval and viewing features with years of experience in front-end capture systems and efficient storage practices for high volume imaging projects. Customers are not required to modify OneWorld to support the robust scanning and storage features of Acorde. The Acorde/OneWorld integration provides scan and store functionality through "Single Step Data Entry." After preparing and scanning the documents into any of the leading document capture products that are certified to work with Acorde, the documents are automatically fed into Acorde and placed into an organization's workflow process. The documents are then made immediately available for processing at the users' desktops. The next step is to select the document to be processed from the user's electronic"in Box". The computer automatically displays the document and puts you on the appropriate J.D. Edwards OneWorld screen. After keying the necessary information from the displayed document into J.D. Edwards, the pertinent data is transferred from the OneWorld screen into Acorde to identify the document. This process, known as "Single Step Data Entry", is the way in which Optika automates the process of capturing and attaching documents to J.D. Edwards OneWorld screens. Once this step is complete, other users throughout the organization can retrieve and view the data and documents. Opbka Inc. June 15,2000 Page 15 of 15 p p t l k a W'h i t e Paper Series Workflow Enabling Business Documents The Acorde workflow process can be used for much more than just delivering unprocessed documents to the desktop. It can be used to make decisions and route necessary information to the appropriate people both internal and external to the organization. Acorde workflow is complimentary to the OneWorld workflow system and should not be considered competitive because of the different functions they perform. The Acorde Process product can deliver documents to a OneWorld user's desktop so they can key data into OneWorld which can kick off a OneWorld workflow process. Acorde Process also compliments OneWorld workflow by extending access to non-J.D. Edwards users within your company, in remote offices, and throughout your supply chain. As part of this integration, Optika has created a workflow for the J.D. Edwards Accounts Payable process that is used to automate the payment of invoices. The first step in the process is the data entry step in which a voucher is created for an invoice. In the next step, the invoice is matched to the purchase order and the shipping documents. If these documents do not match, the user can send a fax to the supplier with a note indicating the mismatch problem. If the purchase order and the invoice do match, the invoice goes to the next step in the workflow process. At this step, pre-defined business rules based on dollar amounts automatically determine if the invoice/voucher needs supervisor approval. The supervisor may approve or decline the payment of the invoice. If the supervisor approves the voucher, OneWorld will send out a check and permanently store the invoice in the Acorde system. If the supervisor declines the payment, the invoice goes to an exception step within the Acorde workflow process where the problem with the invoice is resolved. During this entire process, the document has been automatically routed to each step as well as tracked and audited at each step. The problem of a lost invoice is a thing of the past—with this level of automation, organizations can increase collection of early payment discounts and dramatically improve supplier satisfaction. The above Accounts Payable process is just oneexample of a workflow process, which can be modified within the Acorde/OneWorld integration to fit an organization's specific needs. In addition, using Acorde workflow tools, including a graphical workflow builder, Optika Inc. June 15,2000 Page 16 of 16 Optika White Paper Series companies can build their own workflow processes based on additional applications. Storing Computer Output as Business Documents J.D. Edwards' OneWorld produces numerous reports that are frequently used to reconcile and verify the level of business transaction completion. Acorde indexes and stares these documents, which makes them automatically available from the desktop when needed. This technology, called Enterprise Report Management (ERM) by the Association of Image and Information Management, is built into Acorde Context as a core component J.D. Edwards has chosen to create these reports in the Adobe PDF format, which is not a standard report format. Optika has adapted our software to handle these PDF style reports whether they come from OneWorld directly or from one of the output management vendors that works with J.D. Edwards, Pricing The OneWorld ERP 13213 Pak is priced at $35,000 (US dollars). This cost does not include standard Acorde Client and Connection licenses. Software Assurance does apply to the cost of this integration Availability The Acorde/J.D. Edwards OneWorld integration is currently being developed and tested, and will be generally available with the 2.1 version of Acorde, which is currently scheduled for the third quarter of 2000. The integration is also available to qualified Early Adopter customers. Certification J.D. Edwards will certify this integration before the solution is released to the general market. The statement of certification will be available on both the J.D. Edwards and Optika web sites. Optika Inc. June 15,2000 Page 17 of 17 ptka White Paper Series Co-ExistingUpgrading • OneWorld An ideal way for a company running WorldSoftware to begin using OneWorld in its environment is to setup co-existence. Users can continue normal operations on World and phase-in the new interface and features of OneWorld at a pace that is appropriate for the specific organization. Just like J.D. Edwards' co-existence, the integrations that Optika is creating with OneWorld and WorldSoftware can also run simultaneously on the same system. Optika offers discounted pricing for customers who wish to use both integrations simultaneously. The cost of the second integration is available for$15,000, which is a savings of$20,000. Summary Optika has recognized the significance of the J.D. Edwards' solutions in today's marketplace and has partnered with J.D. Edwards to create two highly beneficial integrations. The focus of these ERP 626 Paks is to provide comprehensive solutions that manage enterprise-wide business processes whle providing users access to the full range of related transaction information, including both existing paper-based documents and new e-business information, all from within a single source. As a result, businesses can quickly and easily resolve any transaction issues or problems with vendors, increasing business processing efficiency and strengthening vendor relationships. Optika Inc. June 15,2000 EXHIBIT A.5 `Gartner Group Report' CO GartnerGroup Optika Inc. Acorde t About GartnerGroup GartnerGroup is the world's leading independent advisor to business professionals making IT decisions.With more than 1,000 analysts and consultants in 80 locations worldwide, GartnerGroup provides over 11,000 client organizations and 35,000 individual clients around the world with cutting-edge advice and targeted insights to support competitive decision making across the IT spectrum. The Voice of IT "rb"w6 oup(DaRapro 600 Delran Parkway,Delran,NJ 08075 USA • Tel:+1 800 328 2776,Tel:+1 856 764 0100,Fax+1 856 764 2814 http://www.gartner.com Intortnatlon Management and 7175 1 Datapro Mummedia Imagaaased-documeM Management Optika Inc . Acorde Datapro Summary Optika's next-generation product offering,Acorde,is an integrated family of software solutions for managing business-to-business(132B)transactions.Optika announced the Acorde product suite,a rebranding of eMedia with a new component called Resolve,in April 2000.Designed for intranet and extranet applications,the Acorde family leverages Optika's core strengths in document imaging,workflow, and enterprise report management technologies for managing paper-based transactions and is built upon a three-tier,Web-centric architecture for handling electronic transactions.The Web browser client can now handle all functions traditionally associated with a production(Windows)client.Modules include Acorde Context,Acorde Process,and Acorde Resolve. Optional B2B Paks provide integration with XML-based Internet forms,EDI data,and ERP systems from J.D.Edwards. --By Karen Shegda Corporate Headquarters y A Optika Inc. 7450 Campus Drive,2nd Floor Colorado Springs,CO 80920, U.S.A. Tel: +1 719 548 9800 Fax: +1 719 5317915 Internet: www.optika.com Overview Optika's next-generation product offering,Acorde,is an integrated family of software solutions for managing the content,processes,and interactions associated with business-to-business transactions.It leverages Optika's core technology strengths in document imaging and workflow and provides a methodology for managing the documents, interactions,and communications that support business transactions across the supply chain.Acorde provides a single point of access to multiple information sources.A single,Web-based client provides access to a common storage serve;this Web client has all of the functionality previously only associated with the production(Windows)client,including the capabilities of viewing,accessing,and updating information and participating in workflows.The Acorde suite consists of Acorde Context(for imaging/enterprise report management/document management), ' Acorde Process(workflow),and Acorde Resolve,a Web-based application that that enables companies to establish online resolution hubs for solving transaction discrepancies.The components are priced separately and can be implemented separately,or they can be purchased and implemented as an integrated solution. t i Architecture 3 Acorde is built on an n-tier,distributed,component architecture that leverages the Web infrastructure. � Acorde Resolve is a Web application running on Microsoft Internet Information Server platforms.Acorde. 3 a i C5�GartnerGroup Entire content°July 2000 �k"°r""°0"sa"i°a`, a subsidiary of Garbw Group,hm AN rgft reserved i Datapro MomaWn Managemern and 7775 : u,iage-aeaea Docum nt Lftnt Context and Process also leverage a Web infrastructure and have three core layers:the Client,the Middle- Tier Services,and the back-end Application Services. The middle-tier and application services are multithreaded,Windows NT-based services and provide load balancing and fault tolerance.Communication between the client and the middle-tier and application services is accomplished via the TCP/IP protocol;Acorde does not require connection to a LAN or WAN.The Web client is a full-featured Web client for accessing,viewing,and updating(indexes and annotations)information and participating in workflow.In addition,the production(Windows-based)client requires no connection to a database,no ODBC drivers,no INI settings,and no processing on thi�client. The client layer represents the single point of query,and all processing occurs at the middle-tier se6ices level or at the application services tier. The application services tier provides Input,Output,Storage,Integration,and Administration(fax, print,storage,event server,transact server,license server,and database server)capabilities.These capabilities can be distributed across servers throughout the enterprise and are designed to provide information back to the client.Third-party servers can also be integrated into the Acorde application services layer. The middle-tier services layer consists of the Request Broker,Information Broker,Package Broker,Process Broker,DSMS,Name Server,Alert Server,and Web Services.The Request Broker handles transaction management,while the Information Broker executes the queries against the information repositories and presents a unified hit list back to the client.The specific information delivered to the client desktop relates directly to the query and is dependent upon the user's access rights and security privileges. Each application or middle-tier service lets the Request Broker know it is available for processing requests; the client connects to the Request Broker,which lets it know the location of the service that can process the request.The middle-tier services layer also supports the integration of third-party applications as another information source through an API. Suite Components The Acorde family consists of Acorde Context(for imaging/enterprise report management/document management),Acorde Process(workflow),and Acorde Resolve,a Web-based application that enables creation of resolution hubs.B2B Paks are optional modules that provide specific integration with line-of- business and e-commerce applications.Optika also markets the Acorde Software Development Kit(SDK), a set of tools for customizing and extending the Acorde suite and for integrating with legacy systems for which there is no B2B Pak available. Acm Contort The core document image and content management component,Acorde Context provides services for capturing,storing,managing,and retrieving of all content surrounding business transactions.Components include Acorde B2B Content Manager,a client application for capturing transaction data and providing access to that content through a single user interface;Acorde B2B Books,which enables a set of transaction documents and data to be combined into an encapsulated format and delivered via e-mail;and Acorde B2B Store,which provides storage management services and backup and recovery capabilities. Acorde Process The workflow component of the Acorde family,Acorde Process is designed for automating business processes and delivering information both internally and among an organization's trading partners. Components include Acorde Process Builder,a graphical process design tool;Acorde Process Manager; and Acorde B2B Workplace--Web-based client application for viewing and working with information as required to complete a business task.The Acorde B211 Workplace can be tailored to specific user job roles or functions and is available through a Windows or a browser client. CDGartnerGroup Entire contents O k*20M Datapro inlorm uon Services,a subsidiary of Gartner Group.Inc.AN soft reserved Data ro �iriation Menem and „Ts a P Image aased-oomment MenagerneM Acordo Resolvo Acorde Resolve is a Web-based collaborative software application that enables organizations to build interactive hubs for resolving transaction issues among trading partners.These issues include disputes or mistakes such as short shipments,cost discrepancies,and incomplete details.Optika calls the interactive hubs Trading Partner Resolution Networks(TPRNs).Key components of the Acorde Resolve application include B2B Virtual Offices,B2B Resolution Paks,and B2B Interaction(content sharing,interactive messaging,e-mail,fax,and electronic member lists).Acorde Resolve is built on a Web application server running Microsoft's Internet Information Server(IIS)with a browser-based user interface.An SQL database,such as Oracle or Microsoft SQL Server,stores and manages the transaction content,membership data,resolution details,and other information. specMentlons Current Version Acorde Context and Acorde Process:2.0. Acorde Resolve:1.0. Date Announced March 1998—eMedia Version 1.1). November 1999—eMedia Version 1.5. April 2000—Acorde Context and Process Version 2.0,which incorporates all eMedia functionality;Acorde Resolve Version 1.0. Date Generally Available September 1998--eMedia 1.0. December 1998—eMedia 1.1. December 1999—eMedia Version 1.5. June 2000—Acorde Context and Process Version 2.0,Acorde Resolve Version 1.0. Number Installed 260(eMedia/Acorde). Architecture Distributed,n-tier architecture. Server Platforms Supported Pentium PCs running Windows NT as NT Services. Web servers:Microsoft Internet Information Server. Database servers:Databases can run on Windows NT or Unix platforms. Production Client Hardware Platforms Pentium PCs(not required if only running a browser). Client Operating Systems Supported Production clients:Windows 9W98 or Windows NT. Web clients:any Web browser running HTML 3.2 and JavaScript 1.1. Databases Supported Microsoft SQL Server,Oracle,Informix,Sybase. Communications Protocols TCPAP;SNMP,HTTP. System Administration Tools Provides a single,central administration tool,called Monitor and Control Program(MCP),for remotely configuring,monitoring,and managing services(middle tier and application).Via the MCP,a system administrator is able to see all services regardless of whether they are located on a single PC or on multiple PCs. System Security Leverages Windows NT security features for user authentication. Security can be set down to the user,group,and data level.Single- source administration supports granting of user and group access to content and to tasks,steps,or functions in a workflow process. Acorde Resolve uses a database/user-driven security model.Security levels can be set by user for resolution hubs(internal),virtual offices, and resolution paks.Security can also be applied to specific functions within an office(e.g.,office administration,document administration, resolution pak administration).Chat sessions can be secured as public or private.All transactions and data are secured via Secure Sockets Layer(SSL)technology with Acorde Resolve. Development Tools Optika provides a developer's toolkit,Acorde SDK,consisting of a suite of ActiveX controls,COM objects,full documentation,and code j samples.It also supports an RDO/ADO interface for data access. Application Integration .An XML Gateway,currently under development,will facilitate realtime or batch communications with other applications.It uses XML to transfer information and data in and out of Acorde.It will also i translate content from non-XML-aware sources. •Through the Acorde 132E Paks,Acorde integrates with Harbinger Corp.'s EDI technology,with J.D. Edwards'OneWodd and WoridSoftware ERP systems,and with XML-based fortes technology from PureEdge(formerly UWI.com). Native Language Support German,Portuguese,Japanese,and Arabic,in addition to English. 1 OOGarbiwGroup a a wbraiclary at G~Grail.Ire N AWws raewved. t 7 Datapro mu """'.g.r" ."° "'s huge-9ased oocucrrset User Interface Provides a dmioe of interfaces:production client(Windows),Nw-of- ' business client,a web browser ant,and a custom client.The Windows client uses the concept of Galleries,interfaces that are, tailored to specific user roles and tasks.The My Acorde tool enables users to personalize and configure their Web interface specific to their unique requirements. System Requirements Acords Context Server .Pentium PC(350MHz or faster) •Minimum 96MB RAM •NIC(10MB)card •Windows NT workstation or Windows NT Server Aconie Process Server •Pentium PC(350MHz or faster) •Minimum 96MB RAM •NIC(10MB)card •Windows NT Workstation or Windows NT Server Acorde Resolve a Pentium 266 •Minimum of 128MS RAM •Microsoft Internet Information Server(IIS)4.0 •SOL Database:Microsoft SOL Server or Oracle Production Client •Pentium PC(133MMz or faster) •Minimum 32MB RAM •Windows 95/98 or Windows NT SP4 Browser Client .Pentium PC •Microsoft Internet Explorer,Netscape Communicator,or any browser that supports F TML 32 and JavaScript 1.1 A alys1S With Acorde,Optika has repositioned itself from a traditional imaging and workflow developer to a provider of software for eliminating paper at its source and enabling business-to-business commerce. Optika positions Acorde as a complete solution for managing and resolving business-to-business transactions over the Web.In Acorde Context and Acorde Process,Optika has a solution for managing the documents,both paper and electronic,as well as the processes and communications associated with business-to-business transactions throughout the supply chain.Optika targets Acorde for use in several key vertical markets and horizontal applications:retail,financial services,component and equipment manufacturing,and accounts payable/receivables. Optika Acorde replaces eMedia and the FilePower Suite as Optika's flagship products.It includes all of the functionality provided by eMedia with the addition of the new Acorde Resolve component for bringing customers and suppliers and trading partners together in a Web environment.Acorde Context and Acorde Process are simply a rebranding of Optika eMedia's imaging,COLD,and workflow modules,with the addition of moving production functionality to a pure browser interface.According to Optika,a minor upgrade is required for current eMedia customers in order to migrate to Acorde,and eMedia customers participating in Optika's Software Assurance plan can upgrade at no charge.Optika customers still using the Optika FilePower Suite can also upgrade to Acorde Context and Acor&Process.Optika provides conversion utilities and systems analysis and implementation assistance for FilePower customers to smooth the migration.The firm m has stated its intent to support FilePower only until 31 March 2001. Unique to Acorde Context and Acorde Process is the concept of Galleries.Galleries allow organizations to customize user interfaces based on the user's role in a business process.With Acorde Context and Acorde Process,each feature and function is provided as an individual component.The user interface consists of discrete components that can be combined into a client;the user selects and configures the components.Only the components necessary for performing a particular job are delivered to the client. Galleries also allow users to access documents and information based on their role or the task they are performing.DOCUMENTUM provides similar functionality in its DOCUME14TUM 4i eBusiness Edition. It also provides different client interfaces based on user roles,but those roles are more generic and high- level in nature(e.g.,information consumers,information contributors,and administrators). CA GartnerCxcup s=`. & of * vat 61w-M d°""�01S""�` ■�bidry d Griw GiaTM Yna N d"ra�sved l uaffnaWn Mw"wrientand 7175 Datapro M a k age-Based DomoriOru Management FoaturosMunations Acorde Context General Acorde Context accepts and manages all forms of content,Including electronically generated docurnerits,mainframe-generated report data,electronic forms,HTML pages,XML content,faxes,EDI data, and images of scanned-paper documents.Supports native storage of TIFF ides.Dectronic documents are stored as dynezipped objects. Capture Provides a capture capability based on Kofax Image Controls as the foundation for scanning and index hut.Handles binary,grayscale,and color images.Supports native scanning and batch scarudng.index data can also be downloaded from the host database.Also captures EDI datestreams and electronic forms,storing them with an overlay. Acords can also be Integrated with leading third-party capture offerings for more sophisticated capture requirements. Viewing .Windows Viewer:Provides a 32-bit.Activekbaged viewer.Supports native viewing of over 250 file foments,including JPEG,TIFF,PCX. PDF,CCITT Group 3 and Grog 4,Excel,and MS Word files.View functions include zoom,rotate,flip,scale-to-gray,and go-ft-page functions.The viewer supports singie/muldple document and tabbed views.For COLD reports,it supports locking rows and columns. •Viewer Plug-in:In Web browser environments,the Acorde Viewer plug-in enables viewing of documents that the browser does riot support natively.Also provides the capability of exporting native file formats into browser-viewable formats such as JPEG or HTML Document Annotation The Acorde Viewer provides document annotation features,inducing highlighting,line drawing,white and black redaction,stamps,and sticky notes. Organization Uses the folder metaphor for organizing documents and other forms of content Folders can contain images,data,notes,computer- generated reports(e.g.,COLD),and word processing files.Folders are dynamically constructed based on the specs t;query and the task being performed. Search/Rebieval Supports searching across repositories.Searches can span multiple applications.Searches can be saved for reuse.Brings back a unified results list Presentation is directly related to the query.Based on business views,roles,and tasks in the process.Supports Microsoft OLEDB and provides full SQL 92 compliance. Enterprise Report Management Acorde Context supports ASCII,IBM,and EBCDIC line formats. Provides TIFF,WMF,PCX,and BMP overlays.Supports graphical index definition for reports. E-Mail Integration Through SMTP,mail delivers content to users who are not connected to the Acorde system.Also supports e-mail integration with workflow. Output Supports high-speed printing and faxing of documents.Can print or fax to any device that is addressable through an IP address.Also allows documents to be output to a workflow process. ;j Document Security Through partnerships with PenOp,Inc.,and VerSign,Inc.,Opdka supports electronic signature and digital certificate capabilities. Caching Supports caching of documents and objects onto magnetic medium for speeding up information access and retrieval. Storage Management Documents,images,and other objects are stored on magnetic and optical media as well as on CD-ROM.Supports ANSI-compliant optical drives and jukeboxes from HP,Sony,Plasmon,and Philips,as well as NT-supported CD drives.Uses a hierarchical storag&Ayps model whereby objects are stored on magnetic media and then automatically migrated to long-tern storage based on frequency of access required.This is accomplished via storage classes,whicti are defined by the system administrator and applied to documents as they enter the system.Storage classes also enable specific records belonging to a specific storage class to be purged from the systern based on predefined retention schedules.Also provides the capability to create a unitized record,which enables index information and the documents related to the index to be stored on the same storage medium. G)GarbwrGmup a subtim comm.of O rtr Group, o.�apo rtiwn,.tla,s«Mo.a a auhraidary d Gartner Group,4w-Al d"ntierrad Irtlonnation Management and 7175 6 Datapro Multimedia Image-Based Document Management Acorde Process General Fully integrated,MAPI-compliant workflow module.Supports structured and unstructured applications.Workflow features supported include programmable routing with user override,rules- based routing,document rendezvous,work prioritization,automatic time checks,user-defined document priority,and productivity reports. Provides a global view across queues and processes. Process Design/Mapping A design tool,Acorde Process Builder enables nonprogrammers to define processes,tasks,work events,and relationships.Provides reusable component objects such as triggers,tasks,and subflows. Used to create conditional,ad hoc,and predefined routing. Process Management Acorde Process Manager tracks workflow and oversees general operations.It contains query and analysis capabilities.Provides realtime monitoring and reporting capabilities. Forms Integration Supports any form created in Visual Basic(VB)and has a VS forms wizard for creating custom forms.Is integrated with PureEdge's XML IntemetFomos through the B2B Pak.The Web client also supports HTML forms. E-Mail Integration Integrated with the Microsoft Exchange messaging infrastructure. Acorde Resolve General A Web-based application that supports the creation of virtual Web communities encompassing buyers,setters,and intermediaries. Creates a Web environment that enables transaction self-service for trading partners.Transaction content and data are usually stored in Acorde Context and then added to Resolve via workflow or some other automated mechanism.After the transaction has been resolved, Acorde Resolve can archive information into Context It also has two- _ way integration with Acorde Process;i.e.,it can take information from workflow and/or push it to workflow.Acorde Resolve can also sit on top of other data repositories that contain relevant transaction content or data. Resolution Paks Resolution Paks,or logical containers,are created for each transaction issue.These containers provide links to the physical content(the underlying document)and information surrounding the transaction.It is also possible to physically copy the document into the Resolve database. Interactive Communication Tools Acorde Resolve provides a number of interactive features for communication among trading partners.These include page(file or document as well)sharing,interactive chat(realtime,text-based chat),discussion threads,message boards and announcements,and e-mail messaging.Trading partners not connected to the Web can communicate via fax. Electronic Member lists Contact lists for the trading partner community can be automatically created and presented to the specific trading partner through the Virtual Office.Each trading partner organization can have multiple contacts. XML Gateway The XML Gateway will use XML to facilitate the transfer of data between Acorde Resolve and other business applications.It can translate content from external sources that are not XML aware and can also take content from Acorde Resolve and deliver it to business applications in a format that application can accept. Pricing Acorde is priced on both a-site fee and a per user/virtual office,fee.The site fee includes 25 connections for Acorde Context and/or Process and 25 virtual offices for Resolve. A per connectionloffice charge will be assessed for anythingrover25.Software license pricing starts ati.US$400,000. rights �'GartnerGroup Fri'°ca'oenb 0 July o D&apro ln r se Se'vioe' .wba�.ry ofGr carti,ar Group,Inc,AUyea. Datapro Inforrtna Management and 7175 7 Image-Based Document Management l Acorde will also be offered through an Application Service Provider(ASP)model,through a partnership between Optika and NaviSite,Inc.,an Internet outsourcing firm.NaviSite will host the Acorde suite on Dell hardware;pricing is based on a subscription model. GSA Pricing No. Competitors Since Optika positions Acorde as a complete solution for managing and resolving business-to-business transactions over the Web,it represents a unique offering for the emerging B2B market.Optika is using the Acorde family to define a new market niche.In this regard,it has no direct competitors.Competition for the Web-based transaction resolution and e-business applications comes from a number of areas:other vendors who are transforming their products to focusing on e-business,internal systems,and functional extensions of e-procurement offerings. Competition for Acorde Context and Process,of course,will also stem to some degree from the traditional document imaging/workflow/COLD providers such as FileNET,IBM,and Eastman Software. Acorde's improved scalability and extensibility and tightly integrated core functions give it greater significance as a competitor for products like FileNET Panagon Image Services and the Panagon IDM Desktop,Eastman Software Enterprise Imaging,and IBM Content Manager. Strengths The Acorde suite brings a number of strong features to the table.It is built on a scalable and extensible architecture that leverages Windows NT services and the Web infrastructure--standards,application servers,and browser access. Organizations can start out with a single server and scale by adding more hardware,by distributing services;or adding multiple instances of a service.It provides several client options--production,browser,and line of business--all of which are based on true thin-client computing. The Web client is a full-featured client with this new release;previously in eMedia it was a read-only client. Acorde Resolve is a completely Web-based application,requiring only a Web browser and Microsoft Internet Information Server. Optika Acorde also provides a fully integrated client framework. Its basic document management, -image,workflow,and COLD capabilities are contained in a single executable on the client.The client provides a single point of access to back-end repositories and services;an Information Broker executes all queries against the back-end information repositories.It provides fully integrated imaging,COLD,DM, and workflow at the back-end servers as well.In addition,Optika Acorde supports the integration of electronic forms,EDI data,and legacy data(e.g.,SAP)through a series of B2B Paks that integrate Acorde with XML InternetForms from PureEdge,EDI technology from Harbinger Corp.,and ERP systems from J.D.Edwards. The capability to customize user interfaces(via Galleries)based on user roles and business tasks is an appealing feature.Galleries can be configured by the business user via a point-and-click interface.It does not require the use of programming staff.In addition,the information presented back to the user is specific to the actual query, thus ensuring that users get the relevant information necessary to perform their specific jobs. Optika has included robust storage management services in Acorde Context.Acorde B2B Store i includes hierarchical storage services that enable automatic migration of documents and content to offline media based on the frequency of access required and purging of documents from storage media,based on preset retention schedules.Optika also supports the concept of unitized records,whereby index data and the actual documents relating to the index can be stored on the same volume for long-term storage. The Distributed Software Maintenance Server provides an automated means of installing and distributing software to the client and back-end services,thereby simplifying initial deployment and ongoing maintenance.This feature also will enable organizations to lower their labor and training costs. Acorde Resolve is a compelling feature for organizations in the new Net economy.The Web- based application provides an interactive environment in which buyers, sellers,and trading partners can i G)GartnerGroup Enure contemn O Juy 2000 DauWro Urformabon Sommer a subsidiary of Gartner Groua,inc.an rights reserved. Datapro Mu �Management and 71 8 imagaaased Document Management resolve discrepancies or disputes that arise from e-business transactions.It leverages Web technology to support collaboration and interactive communications and uses XML to tie transaction content to line-of- business applications. Limitations Although Optika Acorde is a well-architected product that takes imaging,COLD,and workflow technologies beyond their traditional boundaries and adds a unique interactive resolution vehicle,Optika's success may be hampered by the newness of its product suite(eMedia first began shipping in September 1998,while Acorde became generally available in June 2000)and vision.The market for a product such as Optika Acorde is evolving,and customer acceptance of such products remains to be seen. In comparison to some of its traditional integrated document management(IDM)competitors, Optika offers limited document management functionality in Acorde Context.It primarily provides what Optika calls"final form"document management,i.e.,the capability to set security on documents and to lock out users.It does not provide the multilevel versioning,rendition,dynamic document assembly,Web- content management,and publishing capabilities found in some competing product suites.Much of Acorde Context's value lies in managing the transaction after it has occurred,so for the majority of its users,the document management functionality provided will be sufficient.For those organizations and users that require tools to version and create documents,Optika will integrate with third-party products to provide those more robust document management capabilities. Like a number of its traditional competitors,Optika is primarily a Microsoft application developer. This means that Optika's product architecture and development plans are tied heavily to Microsoft and its proprietary formats such as ActiveX,Active Server Pages,and Internet Server API(ISAPI).There are some inherent risks in such a strategy.ActiveX,although a more mature technology than Java,is not platform independent.In addition,Optika's product development is dependent upon Microsoft's product development and shipment schedules. In addition,Optika Acorde runs on top of Windows NT servers only (database servers, however,can run on Windows NT or Unix platforms). Depending upon an organization's existing infrastructure and requirements for supporting large numbers of concurrent users(e.g.,over 100), Windows NT may not provide the necessary scalability. Datapro Insight With Acorde,Optika is transforming itself from a production imaging software vendor into an e-business solutions provider,focusing on managing the content and the context surrounding e-business transactions. Acorde leverages Optika's core technology strengths and provides a methodology for managing the documents,interactions,and communications that support business transactions across the supply chain. Organizations that are looking to move away from paper-driven transaction-processing operations into the world of 132B transactions would do well to consider Optika Acorde.The capability of resolving transaction disputes/discrepancies via the interactive hubs is a compelling feature for organizations in the new Net economy. Optika has a strong technology and marketing vision and a well-architected solution;however,it faces the risks and challenges associated with targeting an emerging market and with transitioning its product line.For example,Optika's Research and Development costs have increased from 26 percent of Optika's total revenues in the quarter ended 31 March 1999 to 54 percent of total revenues for the quarter ended 31 March 2000(Optika notes that all development is not capitalized and expensed as it occurs).The firm's investment in and focus on developing the Acorde suite lead to a decline in license revenues for the first quarter of fiscal year 2000. In order to successfully deliver on its vision,Optika must transition its existing FilePower and eMedia customers to Acorde while targeting new customers. Entire contents®2000 Datapro Information Services,a subsidiary of Gartner Group,Inc.All rights reserved.Reproduction of this publication in any form without prior written permission is forbidden.The information contained herein has been obtained from sources believed to be reliable.Datapro disclaims all warranties as to the accuracy,completeness or adequacy of such information. Datapro shall have no liability for errors,omissions or inadequacies in the information contained herein or for interpretations thereof 77me reader assumes sole responsibility for the selection of these materials to achieve its intended results.The opinions expressed herein are subject to change without notice. Garr fCi Group Eire contents 0 July 2000 Datapro Information Services. a subsidiary of Gartner Group,Inc.All rights reserved. EXHIBIT A.6 `Product Collateral' EXHIBIT A.7 `Acorde Server Diagram, Requirements and Overview' ti 9' tp v oto �� cn o Eto v �* + co L A — V ._ v } v d LL v `p m lb LO � L+ Q 0� ai o cn a�iparno i+ Q LQ cm m w U co 41 rmjmOX h 0 cm co N cc It o O a V m Uca- CD � C N = 00 W O) � X *[I G d tm d m V = m � � Q O � N m O t) p �I f� fn N N 0 .- Z � N 2 Q p) f!1 m U) O� U) CD N coc € U N = co O 1- O iL FF oc� n co z z L �.. LO 6 Y O 0 m m N 3 cLi l'I I I �. t/) v) In L o mm m Ix d C' V) Q CD N N C .+ d ; O o 0 0 = L 00 o F- o � � �� yam a N z z L _ O .12 d n06 L t... ccV_ m Z 2 CD N LC) LU U) O m C N O � d E U pp cD rn 3 = p ° c o C9 x 'o o c c O U. m co E °' c C 1J9 �I t/U� _ CO N C_ Uca 3 O �/ Q F N CO U IT �� S N Lo a H y�� CD 0 V c co CD � � ��� r co a v) � `� a`�i o � m x o 0 ai F= a) cy) °) c° d Nr v o H o Q Z U. .. Q U_ E a cD c,4 z z Ao a? iR ME L. c O Ov y 00 OCDo V ,� a) `n X (D ti '0 cn o J N N NO y ` N c- LO r Z (i) � as �a cn G� € son { m c O o Co .� as _ 2.11 ENco CL c Cl) v r. 5O cnt� u W � a O � 'b to :Z s8 y ,y 4i y G � Q o ..ate cd� 3 � p" °O' � � U � w ri k on DO a a .. c oEd °' o ° Y o o a b p U b o a� > c 3 b R. � co a� LLL--CO "CJ InnU E a, g a O o o, to b cu In En o 0 ' add � w xadx ¢ xo ar � O oFr'D " to (U or U , 4as MO cd R .€:�:., -IVa� En o o w w c+, y to a� Q. k q y b +� w n.� .� �-� �y .° y„ � p, m �n � V •.... -o a�i -d �' �n .�.. Rt o w b a� a a a� a �; 3 a� a� cn N ?? k y cd cd cd k-A►'i a ao o v �, �, cl 4� Cnri� rn W � zva a" `n � j wcn �.., LL...j U 0 0 O � y Q O �., co � P+ a+ �.• O � � co U QOQ AUO � mU a: U3 o `O 3 o ; 0 coao w en w O ca O z uC) .!4 1dUQ a 5 to ° a .. 0 P, c� P� 0 'o, a W N cl 3 a p b $ � cd L COO O a. z aj 0 cd j cn "o U cn wco O d o If) o v ' o a p p > cl 21 6D 4.) C�b Lie� nC�i is F" (� U U , G. ca a>> p" Q Hsi 3 of z T3,'C O N N 4. U 00 3 b q X x ; F �0 3 0 0 N w w > N b Q 00 p 3 O 3 a 3 0 b :� D4 dQ cn ayH o � co V > o x r) v NHS O NF" az W az MIR 41 U. a €t t"'A r s�E V]L—=L—J—jj Cd cd ao G Cd ��°° 0 3 x ' 1� aaQa ate bQaa: cn �o N N U N Lr N CIO �'" 4 U N G� � .� a� C 3 w V 0 r. a) O C cn cn A cn y an cn vi a 3 0 3 0 aZ aZa aZ azxV aZ aZa aa: z az N , 0 cd o - o a� cn wcn � zcn a' DO wci a � a`". � O � l o v U vi � a 0 P• � a. a N 00 N 00 �•' .r N N a N N F. fn Q Awl a cn 3oUa o0 U 00 300 �p 0 '^ E� cn 0 N cq aZ � F- `REV oN, �z a. z � z ' .° CG N U U p cd Q0 E.:! 3 0 g ° U 7b v c0 O ,� ¢ O a3c � C ¢< 9 �3u ¢ EXHIBIT B `Optika Price List' .._ _. -- �_ TM Acorde Product Family : : WEB RESOLUTION Advantage Partner Price Book ---------------------- May 2000 Edition --------------------------------------------------------------- AcordeT"'Product Family & Services Price Book(AP) U.S. May, 2000 TABLE OF CONTENTS CONFIDENTIALITY NOTICE........................................................................................................................................................2 TERMSOF SALE..............................................................................................................................................................................3 SHIPPINGAND HANDLING...................................................................................................................................................................3 RE-STOCKING FEE...............................................................................................................................................................................3 WIRETRANSFERS...............................................................................................................................................................................3 CREDITTERMS....................................................................................................................................................................................3 SOFTWAREESCROW...........................................................................................................................................................................3 CUSTOMER PROFILE FORM.................................................................................................................................................................3 PRODUCTDELIVERABLE......................................................................................................................................................................3 PRICINGSTRUCTURE...........................................................................................................................................................................3 PRODUCT DESCRIPTIONS AND SPECIFICATIONS...................................................................................................................................3 TRADITIONALPRICING...............................................................................................................................................................4 OVERVIEW OF TRADITIONAL PRICING.................................................................................................................................................4 ACORDE CONTEXT AND ACORDE PROCESS..........................................................................................................................................5 CONCURRENT SERVER CONNECTION PRICING......................................................................................................................................6 CONCURRENT SERVER CONNECTION DISCOUNT FOR ACORDE RESOLVE CUSTOMERS...........................................................................6 ENTERPRISELICENSING.......................................................................................................................................................................6 ACORDERESOLVE...............................................................................................................................................................................7 SITEFEE.............................................................................................................................................................................................7 NAMED VIRTUAL OFFICE FEE.............................................................................................................................................................7 FILEPOWER TO ACORDE CONVERSION—OVERVIEW............................................................................................................................8 FILEPOWER TO ACORDE CONVERSION.................................................................................................................................................8 FILEPOWER TO ACORDE CONVERSION—CONDITIONS.........................................................................................................................S ACORDEADD-ONS..............................................................................................................................................................................9 CURRENTLY AVAILABLE ACORDE ADD-ONS........................................................................................................................................9 OPTIKA ECENTRETM-XEROX DOCUMENT CENTRE INTEGRATION......................................................................................................9 ACORDE INTERNET FORMS B2B PAKTM.......................................................... .....9 .............................................................................. AcORDEERP B213 PAKTM................................................................................................................................................................9 SOFTWARE DEVELOPMENT KIT LICENSING......................................................................................................................................I I SOFTWARE ASSURANCE AND LICENSING.........................................................................................................................................12 SOFTWARE ASSURANCE—OVERVIEW..............................................................................................................................................12 SOFTWARE ASSURANCE—PRICING..................................................................................................................................................12 OPTIKAHOSTED ASP PRICING..............................................................................................................................................14 ADVANTAGEPARTNER AUTHORIZATION.........................................................................................................................................14 PRICINGSTRUCTURE........................................................................................................................................................................14 STARTUPFEE...................................................................................................................................................................................14 MONTHLYSITE FEE.........................................................................................................................................................................15 CONTEXT AND PROCESS—MONTHLY SESSION FEE.......................................................................................................................... 16 ACORDE RESOLVE—MONTHLY VIRTUAL OFFICE FEE...................................................................................................................... 17 STORAGEFEE............................................................................................................................................................................ 17 COMMITMENTLEVELS..................................................................................................................................................................... 17 ADDITIONALAcORDE PRODUCTS.................................................................................................................................................... 18 CONVERSION OF FILEPOWER CUSTOMERS TO ASP MODEL............................................................................................................. 18 OPTIKASERVICES......................................................................................................................................................................19 OPTIKA ENGINEERING SERVICES.......................................................................................................................................................19 OPTIKASOLUTION SERVICES...........................................................................................................................................................19 OPTIKATRAINING PROGRAMS.........................................................................................................................................................20 ©2000 Optika Inc. Page I All Rights Reserved. Acorderm Product Family & Services Price Book(AP) U.S. May, 2000 Confidentiality i This document is for the sole use of Optika employees,authorized independent software vendors and Advantage Partners of Optika Inc. The information contained in this document is proprietary to Optika Inc. and is to be treated as confidential by the recipient. The ideas and strategies set forth in this product pricing guide are the property of Optika Inc., and are not to be copied, disseminated or distributed to non-authorized parties without the express written permission of Optika Inc. The programs and products described in this pricing manual are licensed products of Optika Inc. It is the policy of Optika Inc.to improve product solutions as new technology,components,software and firmware become available. Optika Inc.therefore reserves the right to change specifications without subsequent notice. All prices are quoted in U.S. dollars. Optika may change the price of any product or service effective upon thirty (30) days written notice. ©Optika Inc.2000 Colorado Springs,Colorado USA All Rights Reserved. Printed in the USA Property of Optika Inc. Optika",AcordeTM,and FilePowerg are registered trademarks or trademarks of Optika Inc. All other trademarks used are the property of the respective companies. ©2000 Optika Inc. Page 2 All Rights Reserved. Acorderm Product Fannily & Services Price Book(AP) U.S. May, 2000 of Shipping and Handling Shipping and handling will be prepaid and added to all invoices. Optika will determine the carrier for all shipments unless specified otherwise on the purchase order. A minimum shipping& handling charge of$30.00 will be included for each domestic (USA)purchase order to Optika. A minimum handling charge of$50.00 will be included for each international(outside USA)purchase order to Optika. Re-stocking Fee There is a re-stocking fee charged on any unused Optika product returned to Optika within 30 days of product shipment. The fee is 10% of the current Suggested Retail Price (SRP) of the returned products. Optika will only accept returns within 30 days of original product shipment. Wire Transfers The Advantage Partner is responsible for all wire transfer fees. Credit Terms All purchase orders to Optika must clearly state the Advantage Partner's credit terms as agreed upon with Optika. Software Escrow Access to Optika's software escrow account is available to Advantage Partners and end users of Optika's products upon the occurrence of certain events. Each Advantage Partner and end user must register for the escrow account in order to access the source code. Initial registration and yearly renewal fees are paid directly to Data Securities International, Inc.at(415)398-7900. The software escrow account is frequently updated with the source code for the full family of Optika products. Customer Profile Form An order for Optika products cannot be fulfilled without a fully completed Customer Profile Form for each end user. Product Deliverable Unless otherwise specified on the Advantage Partner's purchase order, all orders will be fulfilled and shipped with Optika's current generally available product. The order will be considered complete at the time of shipment. Pricing Structure The Acorde product solutions consist of several independent components. Each component has a specific pricing structure. For those product components that use a user and concurrent connection structure, the pricing for client licenses is based on named users and the pricing for server connections is based on concurrent users. The pricing for server connections is based on the cumulative number of server connections per system. Additional orders for server connections are priced based on the pricing level for the cumulative number of server connections. For example, if a customer has previously purchased 100 server connections and wants to purchase an additional 10 connections, the customer would purchase those connections using the 100-199 pricing level, not the 10-24 pricing level (since its cumulative total will now be 110 connections). Product Descriptions and Specifications This price book does not provide definitive descriptions or specifications of the Acorde product solutions. Please refer to data sheets,release notes and product documentation for complete product information. Advantage Partners are required to attend training and certification to sell all products listed in this book. ©2000 Optika Inc. Page 3 All Rights Reserved. Acorde'Product Family & Services Price Book(AP) U.S. May, 2000 Tradiflonal Overview of Traditional Pricing There are several product components in the Acorde Family. The table below identifies the standard pricing method for each product. Please see the detailed section for each product for further information. Traditional Pricing Overview Product Pricing Method Description Acorde Fee based on number Acorde Resolve is a 13213 software solution for collaborating Resolve of virtual offices that over the web to view, discuss, and resolve transaction can be created plus a discrepancies. site fee. Acorde Priced on number of Acorde Context is a 13213 software solution for capturing, Context concurrent storing and retrieving transaction content and contextual connections to the information. system. Production client charge is additional. Acorde Priced on number of Acorde Process is a 13213 software solution for automating Process concurrent business processes within and across organizations and connections to the delivering transaction content and contextual information system. Production through an automated business process. client charge is additional. Acorde B2B Flat fee per Acorde 13213 Paks are add-on integrations with specific e- Paks integration. business applications such as ERP,EDI,and XML forms. Acorde SDK Flat fee per SDK. Acorde SDK is a comprehensive COM-based Software Development Kit for enabling applications with the features of the Acorde product family, or customizing Acorde applications. ©2000 Optika Inc. Page 4 All Rights Reserved. Acorderm Product Family & Services Price Book(AP) U,S. May, 2000 Traditional Acorde Context and Acorde Process Traditional Client License-Suggested Retail Price Per License SKU# Client Type Price Description CL-101 Production Client $150.00/each A dedicated 32-bit production client for users who utilize one or more of the Acorde Context or Acorde Process product solutions on a regular basis. CL-102 Web Client Free of charge A Web browser-based client for the Internet that provides an HTML presentation and utilizes the COM objects or custom lu -ins. CL-103 Custom Client Free of charge A client interface created with the Acorde Software Development Kit. (See page 11 for information on Software Development Kit licensing.) This does not include interfaces that run within the Acorde Client Framework. Because Acorde is designed to benefit every person across the enterprise and value chain, Optika offers an alternative pricing model that allows an unlimited number of users access to the Acorde production client. This model is especially cost-effective for large companies and all other growing companies that wish to eliminate the need to purchase additional individual clients in the future. The following table describes charges for licenses of this type: Client Site and Client Enterprise Licenses—Suggested Retail Price SKU# Type Price Descri tion CL-121 Client Site License $25,000 A client site is defined as all users within a corporation and/or the corporation's value chain. The site license is limited to a 50-mile radius from the locality where the server domain is installed. This price does not include server connections. CL-122 Client Enterprise $75,000 An enterprise is defined as all users worldwide within a License corporation and/or the corporation's value chain. This price does not include server connections. 0 2000 Optika Inc. Page 5 All Rights Reserved. ..... Acorder'v Product Family & Services Price Book(AP) U.S. May, 2000 Traditional Concurrent Server Connection Pricing Server connection licensing is based on the number of concurrent sessions that will access the Optika Acorde standard services (see page 13 for a list of standard services). One install of all standard services is included at no additional charge. The license fee for each server connection is based on the cumulative number of server connections licensed by the customer. Note that a two-product solution server connection or a three-product solution server connection counts as a single server connection. For example, suppose a customer has 10 Acorde Context server connections and 15 Acorde Context/Process server connections and desires to purchase an additional 20 Acorde Context/Process server connections. This customer would be considered to have a total of 45 server connections and the pricing for the additional 20 Acorde Context/Process server connections would be based on the 25-49 server connection pricing. Suggested License Fee Per Concurrent Connection Server Acorde Acorde Acorde Acorde Acorde Acorde Connection Context Context Context Process Process Process Quantity Core ERM Core/ERM Context Context SKU# SKU# SKU# SKU# Core Core/ERM CC-101 CC-102 CC-201 CC-103 SKU# SKU# CC-202 CC-301 1-9 $4,025 $3,220 $5,434 $1,725 $4,600 $5,798 10-24 $3,220 $2,576 $4,347 $1,380 $3,680 $4,639 25-49 $2,415 $1,932 $3,260 $1,035 $2,760 $3,525 50-99 $1,610 $1,288 $2,174 $690 $1,840 $2,327 100-199 $1,369 $1,095 $1,848 $587 $1,564 $1,978 200-399 $1,087 $869 $1,467 $466 $1,242 $1,572 400-599 $886 $708 $1,196 $380 $1,012 $1,281 600-799 $805 $644 $1,087 $345 $920 $1,166 800-999 $725 $580 $979 $311 $828 $1,049 1,000-1,249 $684 $547 $923 $293 $782 $991 1,250-1,499 $644 $515 $869 $276 $736 $933 1,500+ TBN TBN TBN TNB TBN TBN Concurrent Server Connection Discount for Acorde Resolve Customers Acorde Resolve customers are entitled to a 20%discount off the license fee of concurrent server connections for Context and Process. Discount applies to all license fees for concurrent connections of Acorde Context and Acorde Process at the time of licensing Acorde Resolve or subsequent to ordering Acorde Resolve. Enterprise Licensing Under the Traditional licensing model-Optika offers enterprise pricing for unlimited access. Contact Optika for details. ©2000 Optika Inc. Page 6 All Rights Reserved. Acorderm Product Family & Services Price Book(AP) U.S. Mays 2000 Traditional Acorde Resolve The license fee for Acorde Resolve is comprised of a site fee plus an additional charge based on the number of virtual offices that can be created. Note that Acorde Resolve customers are entitled to a 20%discount off the license fee of concurrent server connections fee for Acorde Context and Acorde Process(discount only applies to orders of Acorde Context and Acorde Process at the time of or subsequent to ordering Acorde Resolve). Site Fee The site fee for Acorde Resolve entitles the customer to establish a trading partner resolution network. Included in the site fee is the ability to create up to 25 virtual offices. The site fee is charged for each physical site where the server software is installed. A physical site is the location of the Acorde Resolve web server. An Acorde Resolve site will have a URL linking the physical site. The site fee is not impacted by the use of the web server farms for fault tolerance and load balancing. Suggested Retail Price Per Site SKU# Product Site Fee SF-001 Acorde Resolve Site Fee—first site $100,000 (includes 25 virtual offices) SF-002 Acorde Resolve Site Fee—subsequent sites $75,000 (includes 25 virtual offices) Named Virtual Office Fee The license fee for each virtual office that can be created is based on the cumulative number of virtual offices licensed by the customer for each site (customers with multiple sites cannot accumulate the number of virtual offices across the multiple sites). Note that licenses for virtual offices must be licensed in minimum increments of 25. A virtual office license is required for each virtual office created within the trading partner resolution network. Note that the 25 virtual offices included in the site fee are included in the calculation of cumulative virtual offices (although no additional fee is charged for the initial 25). Cumulative Virtual Office Fee —Suggested Retail Price per Virtual Office SKU# Cumulative Number License Fee Per of Virtual Offices Virtual Office AV-0050 50-99 $500.00 AV-0100 100-249 $400.00 AV-0250 250-499 $320.00 AV-0500 500-999 $250.00 AV-1000 1,000-4,999 $200.00 AV-5000 5,000-9,999 $160.00 AV-10000 10,000+ $130.00 ©2000 Optika Inc. Page 7 All Rights Reserved. _ _ _ .tee...._ .... ...,...._. -_.......�.�._--�..__ Acorder"Product Family & Services Price Book(AP) 1AS. May, 2000 Traditional FilePower to Acorde Conversion- Overview Conversion paths to Acorde are available for existing FilePower and PowerFlow customers.For details,consult the Upgrading from FilePower to Optika Acorde White Paper that is included on Optika's Partner Web site. FilePower to Acorde Conversion The pricing for converting from FilePower or PowerFlow to Acorde is 10%of the total SRP of the equivalent Acorde client licenses/concurrent server connections. * For example,if you currently have 100 Level III FilePower client licenses and 100 concurrent server connections,the cost of upgrading to Acorde is 10%of the suggested retail price of purchasing 100 Acorde Context client licenses plus 100 Acorde Context(core and ERM)and 100 Acorde Process concurrent server connections. Note—To qualify for the 10%conversion pricing, the customer must be current on Software Assurance. SKU# Product EMCONVERT FilePower to Acorde Conversion Utilities CD See Page 18 for special pricing incentives for FilePower customers moving to Acorde via the ASP model. FilePower to Acorde Conversion — Conditions • FilePower software is not available for purchase for new customers,as of February 15,2000. Additional FilePower seats/connections can be purchased for existing FilePower customers who are current on SWA. • Support for FilePower will continue through March 31,2001. *Note that the Optika charge to the Advantage Partner is 7%of the total SRP equivalent Acorde client licenses/concurrent server connection. Standard Advantage Partner discounts do not apply. 0 2000 Optika Inc. Page 8 All Rights Reserved. Acorder"'Product Fami/y & Services Price Book(AP) U.S. May, 2000 -Traditional Acorde Add-ons Optika occasionally releases additional modules that extend the benefits of the Acorde Family. These items are not included in the Standard Client, Server Connection, Virtual Office or Enterprise licensing. Additional license fees will be charged for use of these items. Below is a list of currently available Acorde Add-ons. Each complete Acorde B2B Pak requires component parts to be purchased from the respective vendors(PureEdge and J.D. Edwards). The component parts must be purchased directly from that vendor.For additional information on vendor pricing and service requirements,please contact your Optika Account Executive. *Note: Pricing options for Acorde Add-ons are independent of Acorde components (Context, Process and Resolve)and standard Acorde client licenses and server connections. CarrendyAvai/ab/e Acorde Add-ons Optika eCentreTM - Xerox Document Centre Integration Optika eCentre creates batches from documents scanned on the Xerox Document Centre. These batches can be viewed and indexed within the Acorde Production Client. All of the users on the Acorde system can access batches created by the Optika eCentre Server. There are no client or server connection fees associated with the Optika eCentre Server. Acorde Internet Forms 13213 Pak TM The Internet Forms B2B Pak leverages technology from PureEdge to deliver forms capability over the Internet in the Acorde infrastructure alongside core technologies. Internet forms provide organizations the ability to capture transactions electronically instead of with traditional paper-based methods. Acorde ERP 13213 PakT" The ERP B2B Pak leverages J.D. Edwards' WorldSoftware and OneWorld solutions to provide seamless document storage and retrieval as well as single-step data entry directly from the J.D. Edwards desktop. Acorde's Process adds business process control to J.D. Edwards' solutions for the full range of documents and data associated with each business transaction. The ERP e2e-Business Pak provides the following: • An interface tool that communicates between J.D.Edwards and the Acorde system. • A screen mapping program that is part of the interface tool used to map J.D.Edwards screens/ fields to Acorde queries,applications,and workflow templates. • An Accounts Payable solution created with the interface tool and Acorde. The A/P solution includes application definitions,named queries,a workflow process,a workflow form and mappings for specific screens. • A tool for enabling WorldSoftware and OneWorld screens. C 2000 Optika Inc. Page 9 All Rights Reserved. Acorderm Product Family & Services Price Book(AP) U.S. May, 2000 Traditional Acorde Add-ons Suggested License Fee SKU# Product Options License Fee XCE-100 Optika eCentre Server $1,995 EBP-IF-001 Internet Forms 13213 Pak Storage&Retrieval of Internet $10,000 Forms EBP-IF-002 Internet Forms 13213 Pak Storage,Retrieval& $15,000 Workflow-enabling of Internet Forms EBP-ERP-001 ERP B2B Pak JDE WorldSoftware $35,000 Integration EBP-ERP-002 ERP 13213 Pak JDE OneWorld Software $35,000 Integration ©2000 Optika Inc. Page 10 All Rights Reserved. Acorderm Product Fainiiy & Services Price Book(AP) U.S. May, 2000 �Traditional Software Development Kit Licensing The Acorde Software Development Kit(SDK) license must be purchased by any organization that wishes to carry out software development with the Acorde SDK. The Acorde SDK includes the Acorde Toolkit, Viewer Toolkit, Workflow Toolkit and Batch Toolkit as defined in the Acorde Software Development Kit White Paper.There is no additional charge for run-time versions of custom applications written with the Acorde SDK. Standard Acorde client and server connection licenses still apply. An example of a situation in which the Acorde SDK license would be required is if a customer wants to image-enable its organization's existing computer system. The customer would purchase the Acorde SDK license and the customer's developer(s)would then create the integration with the Acorde SDK. The customer can use the integration throughout its entire organization as well as sell the integration outside of its organization without having to purchase any additional Acorde SDK licenses. Advantage Partners wishing to use the Acorde SDK to create custom applications for individual customers or for re-sale must also purchase the Acorde SDK license. A customer that chooses to purchase an integration developed from outside its organization is not required to purchase an Acorde SDK license to run the integration. Software Development Kit Licensing-Suggested Retail Price SKU# Product Price ESDK SDK $10,000 ©2000 Optika Inc. Page 11 All Rights Reserved. Acorderm Product Family & Services Price Book(API U.S. May, 2000 Traditional Software Assurance and Licensing Software Assurance - Overview Software Assurance coverage provides telephone support and all software upgrades for the same major software version up to version X.999, where X is the major version. Software Assurance is NOT an extension of the warranty period;rather it runs concurrently with the warranty period. Optika provides five different levels of support—please visit www.ol)tika.com for details. Software Assurance—Pricing Software Assurance (SWA)pricing is based on the type of coverage desired(Basic, Standard, Customer Choice/Direct or Mission Critical),the timing of the order and payment of initial coverage(with initial order,or after order),and the timing of renewal payment for existing coverage(prior to coverage expiration or after coverage expiration). The cost per year to the Advantage Partner for Basic and Standard Software Assurance is listed in the table below. SWA is based on a percentage of the suggested retail price (SRP) of all software. The percentage covers all of the seat licenses, server connections and one of each Optika standard service installed. Additional Optika services require an additional per unit SWA charge. All SWA prices are stated in cost to the Advantage Partner and are not subject to any type of discount structure. Optika bills the cost of Customer Choice/Direct SWA directly to the customer. A portion of the Customer Choice SWA will be paid to the Advantage Partner quarterly as has been previously published in the Customer Choice Support Plan Description, which may be obtained from Optika Sales Support. Optika will bill the additional$20,000 for Mission Critical SWA directly to the customer. SWA can be calculated by multiplying the total SRP of all server connections and seat licenses by the percentage in the table below. This covers all seats and server connections as well as one copy of each Optika standard service. For each additional Optika service,use the second table to determine the individual unit cost for SWA. Software Assurance-Server Connections and Client Licenses (by Order Timing) SKU#* Product Order Thnino** I II BA-XXX Basic Software Assurance 8% 15% SA-XXX Standard Software Assurance 10% 17% CC-XXX Direct/Customer Choice Software 20% 27% MA-XXX Mission Critical—per site $20,000 plus Basic SWA $20,000 plus Basic SWA *The XXX in the Software Assurance SKU number represents the numeric portion of the corresponding Product SKU#. For example,the SKU number for Basic Software Assurance on a Production Client License is BA-101,where the`BA" stands for the SWA type and the 101 is the numeric portion of the Product SKU number CL-101. **Order Timing I With initial order or prior to existing coverage expiration. **Order Timing II After initial order or after existing coverage expiration. **There is a$10,000 minimum purchase requirement for Direct/Customer Choice SWA. ©2000 Optika Inc. Page 12 All Rights Reserved. Acorde'Product Family & Services Price Book(AP) U.S. May, 2000 Traditional i Software Development Kit Licensing—Software Assurance SKUs SWA SKO# Type of SWA BESDK Basic Acorde SDK SWA SESDK Standard Acorde SDK SWA MESDK Mission Critical Acorde SDK SWA CESDK Customer Choice Acorde SDK SWA Annual Software AssuranceIStandard Retail Price*per Additional Service SKU# Product Basic SWA Standard SWA Direct or Suggested Retail Price(SRP) Customer Choice *(ONLY for those without SWA) SWA SV-401 Request Broker $500 1 750 1 $1,500 $10 000 SV-402 Information Broker $500 $750 $1,500 $10 000 SV-403 Alert Service $250 $425 $850 $5 000 SV-404 Name Service $250 $425 $850 $5 000 SV-405 DSMS $500 $750 $1,500 $10 000 SV-406 Package Broker Service $300 $400 $800 $6 000 SV-407 Security Admin. $250 $425 $850 $5 000 SV-408 Storage Service $750 $1 125 $2 250 $15 000 SV-409 Print Service $150 $225 $450 $3 000 SV-410 Fax Service $200 $300 $600 $4 000 SV-411 Acorde Filer $350 $525 $1 050 $7 000 SV-412 Process Broker $225 $325 $650 $4 500 SV-413 Process Builder** $225 $325 $650 $4 500 SV-414 System Mana er $350 $525 $1 050 $7 000 SV-415 Process Injector $350 $525 $1 050 $7 000 SV-416 License Service $225 $325 $650 $4 500 SV-417 Export Service $225 1 $325 $650 $4 500 SV-418 Web Service $225 $325 $650 $4 500 SV-419 O tika eCentre Server $200 $300 $600 $1 995 SV-422 Internet Forms Storage& $500 $750 $1,500 $10,000 Retrieval SV-423 Internet Forms Storage, $500 $750 $1,500 $15,000 Retrieval&Workflow- SV-424 ERP B2B Pak $500 $750 $1,500 $35,000 SV-425 e-mail Service $225 $325 $650 $4,500 * Software Assurance (SWA) for Acorde Add-on modules is based on the standard Acorde SWA percentage calculations and is calculated based on the current Acorde Suggested Retail Price(SRP)of the specific add-on module. **Although Process Builder is NOT a service,additional Process Builders require additional SWA per copy installed. ©2000 Optika Inc. Page 13 All Rights Reserved. Acorde'Product Family & Services Price Book(AP) U.S. May, 2000 �Oplika Hosted ASP Pricing Optika offers its products through a fully managed application service provider(ASP). In this model,the customer pays a monthly fee for running Optika applications that covers the use of the software, hardware, and maintenance of the system. The customer is responsible for maintaining client workstations, scanning workstations, scanning hardware and software and their connection to the Internet. Optika maintains the back-end hardware (including magnetic storage), operating systems,databases and any Optika applications. Advantage Partner Authorization Only eligible Advantage Partners may sell Optika's ASP services. In order to be eligible to sell Optika's ASP services, an Advantage Partner must execute Optika's Advantage Partner ASP Authorization Agreement. See your account representative for details. Note that standard Advantage Partner discounts do not apply under the ASP model. Pricing Structure Optika's ASP offering has been designed to be highly flexible for the customer so they can tailor the system and fees to their specific needs. The fees for utilizing Optika's ASP offering can be broken down into four main areas: Description of ASP Fees Fee Description Basis for Fee Start-up Fee Based on number of Acorde products utilized Monthly Site Fee Based on number and type of Acorde products utilized Monthly User/Office Fee Based on number of concurrent sessions and/or virtual offices Monthly Storage Fee Based on gigabytes of storage utilized Customers are provided an opportunity to sign up for the ASP offering and cancel the service at anytime-with no penalty. Additional discounts are provided if the customer enters into longer term,non-cancelable agreements. Startup Fee Each installation utilizing the ASP model will be charged an initial startup fee. This is a flat fee,based on the number of products included in the overall solution(Acorde Context,Acorde Process and Acorde Resolve each count as one product). Startup Fee—Suggested Retail Price SKU# Number of Products One-Time Fee ASP-0010 One product(minimum fee) $15,000 ASP-0020 Two products $20,000 ASP-0030 Three products $25,000 ©2000 Optika Inc. Page 14 All Rights Reserved. AcorderM Product Family & Services Price Book(AP) U.S. May, 2000 Oplika Hostedi Monthly Site Fee The monthly site fee is the base price paid for each Acorde product.The site fee is charged for each physical site where the server software is installed. For Acorde Resolve,a physical site is the location of the web server. A web site will have a URL linking the physical site. For Context and Process,a physical site is the location of the Request Broker.The site fee is not impacted by the use of the server farms for fault tolerance and load balancing.The monthly site fee for each product includes the indicated number of concurrent sessions and/or virtual offices: Monthly Site Fee-Suggested Retail Price SKU# Products #of Virtual Monthly Fee Per Site Offices/Concurrent Sessions Included AC-1101 Acorde Context 25 $10,000 AC-1102 Acorde Process 25 $10,000 AC-1103 Acorde Resolve 25 $10,000 AC-1201 Acorde Context/Process 25/25 $12,000 AC-1202 Acorde Resolve/Process 25/25 $15,000 AC-1203 Acorde Resolve/Context 25/25 $15,000 AC-1301 Acorde 25/25/25 $20,000 Resolve/Context/Process ©2000 Optika Inc. Page 15 All Rights Reserved. AcorderAf Product Family & Services Price Book(API if.S. May, 2000 -Oplika Hosted ASP Pricing Context and Process-Monthly Session Fee The monthly user charge for Acorde Context and Acorde Process is based on the number of concurrent sessions—physical users who are logged onto the system at the same time. Customers must commit to a number of concurrent sessions. Optika will maintain an audit log of the system that calculates the highest number of concurrent sessions at any point in time for each day of the month. Providing that the highest number of concurrent sessions does not exceed the committed number of concurrent sessions,the monthly charge will be based strictly on the commitment. However,should the highest number of concurrent sessions for any day exceed the committed number of concurrent sessions,a daily use charge will be assessed for the excess days. The daily use charge for excess usage is 10% of the monthly price per concurrent session charged at the customer's committed level. For example,assume that a customer utilizing Acorde Context and Process at the 50-99 committed level remains within these limits for the first 29 days of the month. The customer would pay $205.00 per concurrent session. On days 30 and 31 the customer utilizes 105 concurrent sessions. For these two days,the customer would pay a daily use charge of$20.50($205.00 * 10%) per each additional user(6 additional users) for an additional charge of$123.00 extra per day—totaling $246.00 extra for days 30 and 31. Note that there is no additional monthly charge for the concurrent sessions that are included in the monthly site fee — therefore, customers that need 25 or less concurrent sessions will not be assessed a monthly concurrent session fee. However,any incurred daily use charges will be based on the 25-49 rates. Acorde ContextTrocess Monthly Fee per Concurrent Session Cumulative Concurrent Acorde Context Acorde Process Acorde Context Session Quantity SKU#AC-201 SKU#AC-202 Process SKU#AC-203 25-49 $190.00 $130.00 $255.00 50-99 $155.00 $105.00 $205.00 100-249 $125.00 $140.00 $165.00 250-499 $100.00 $65.00 $130.00 500-999 $80.00 $55.00 $105.00 1,000+ $65.00 $45.00 $85.00 0 2000 Optika Inc. Page 16 All Rights Reserved. Acorder'"Product Family & Services Price Book(AP) U.S. May, 2000 'Oulika Hosted ASP Pricing Acorde Resolve -Monthly Virtual Office Fee The monthly office charge for Acorde Resolve is based on the maximum number of virtual offices that can be created. Customer must commit to a specified number of virtual offices. Note that there is no additional monthly charge for the virtual offices that are included in the monthly site fee—therefore,customers that need 25 or less virtual offices will not be assessed a monthly virtual office fee. Additional virtual offices must be added in increments of 25. Acorde Resolve SKU# Maximum#of Virtual Offices Monthly Fee per Virtual Office RV-0050 50-99 $35.00 RV-0100 100-249 $28.00 RV-0250 250-499 $22.50 RV-0500 500-999 $18.00 RV-1000 1,000-4,999 $14.50 RV-5000 5,000-9,999 $11.50 RV- 10,000+ TBN 10000 Storage Fee A monthly data storage fee will be charged. The storage fee will be based on the total gigabytes of storage that the customer is actually utilizing on the last day of each calendar month. The fee is$40.00 per gigabyte,per month. Commitinent Levels The ASP model allows customers to utilize the software with minimal up front fees and no long-term commitments. Customers can utilize the ASP model with absolutely no commitment and may discontinue the service at anytime with no penalty. Alternatively,customers can enjoy discounts from the standard monthly charge by committing to longer-term contracts. The discounts below are applied solely against the monthly site fee and monthly concurrent session/virtual office fee. The discount does not apply to the startup fee,daily use charge or storage fee. Commitment Discount—Suggested Retail Level of Commitment Discount E No commitment None One Year 5% Two Years 10% Three Years 15% ©2000 Optika Inc. Page 17 All Rights Reserved. Acorderly Product Family & Services Price Book(AP) U.S. May, 2000 Oplika Hosted ASP Pricing Additional Acorde Products Acorde add on products are charged based on a monthly fee for each product in accordance with the following schedule: Additional Acorde Add-ons—Suggested Retail Price SKU# Product Monthly Fee AA-IF001 Internet Forms 13213 Pak--Storage& $400 Retrieval of Internet Forms AA-IF002 Internet Forms 13213 Pak—Storage,Retrieval $600 &Workflow-enabling of Internet Forms AA-ERP001 JDE World $1,000 AA-ERP002 JDE OneWorld $1,000 Conversion ofFllePower Customers to ASP Model As a special incentive to FilePower customers to utilize the ASP model,Optika will waive the Acorde upgrade fee and provide an additional discount based on the level of commitment by the customer. If the customer chooses no commitment,there will be no additional discount. For commitments of 1,2 or 3 years,an additional 5%discount will be provided.The discounts are applied solely against the monthly site fee and monthly concurrent session/virtual office fee. The discount does not apply to the startup fee,daily use charge or storage fee. Note that the customer must upgrade to Acorde;FilePower is not available under the ASP model. ©2000 Optika Inc. Page 18 All Rights Reserved. Acorderm Product Family & Services Price Book(API U.S. May, 2000 Oplika Services Optiira Engineering Services Professional services of many types are offered by the Optika Engineering Services organization. They are designed to supplement the services offered to the end-user from Advantage Partners and to add value to you and your customer. Please call first to help us assess your needs and to schedule resources. These services are provided on an as available basis. These services are available from Optika for $1,500 per day plus expenses. The individual or company making a travel request is expected to cover all expenses (i.e., airfare, ground transportation, hotel accommodations, meals, etc.)plus the $1,500 per day fee. These expenses will be billed directly to the requester,due upon receipt. Optika Solution Services The following tables outline the standard rates and Advantage Partner discounts that apply to Technical Service Packs and Business Service Packs offered by Optika's Solution Services group. Standard Rate Schedule Resource Type Standard Hourly Rate Vice President $250.50 Director $225.00 Program Manager $200.00 Chief Architect $200.00 Senior Architect $187.50 Architect $125.00 Discount Schedule Hours Purchased Advantage Partner Discount 0 to 40 0% 41 to 240 5% 241 to 640 10% 641 to 960 15% 961 + 20% All discounts apply to hours purchased within a 6-month period. Purchased Service Packs must be used within 6 months of the target start date specified on the Solution Services agreement. Hours not used within that period will be forfeited and billed. Additionally,specific monthly resource plans will be made 30 days in advance. If written notice is not provided on changes to those plans at least 2 weeks in advance of the scheduled work date,the customer will forfeit those hours or must reimburse Optika for the hours. One month notice between order date and target start date is required for all services. Without advance notice, resources will be provided on an"as available"basis. ©2000 Optika Inc. Page 19 All Rights Reserved. Acorderm Product Family & Services Price Book(AP) U.S. May, 2000 WIN Seivices The rates quoted do not include travel & expenses. The customer is expected to pay for reasonable travel & expenses associated with the engagement. Travel and Expenses (i.e., airfare, ground transportation, hotel accommodations, meals, etc.)will be billed monthly as incurred for the engagement-due upon receipt. On-site work must be in at least in two-day increments per week. Contact Solution Services directly to create a services agreement that defines the hours and resources required for the effort.For Technical Service Packs,contact Derrick Crow, dcrowOoytika.com; for Business Service Packs, contact David Leeper,dleever(a,ontika.com. Optika Training Programs Please refer to Optika's public and/or Advantage Partner Web Site -- www.ontika.com for a complete listing of current courses,pricing and availability. ©2000 Optika Inc. Page 20 All Rights Reserved. EXHIBIT C 'Support' Master Support Services Agreement BETWEEN FYI Image SSG - Seattle AND THE CITY OF KENT F.Y. I. Annual Software Assurance Annual Hardware Maintenance Continuous Professional Services 1. PROGRAM MAINTENANCE AND SUPPORT SERVICES. 1.1 Program Maintenance Fee Licensor will provide Support Services for the Program subject to Licensee's payment of an annual & continuous maintenance fees outlined in the relevant Exhibit A, Program Schedule I and II. Maintenance Fees for Hardware purchased from Licensor is outlined in the relevant Exhibit B, Program Schedule I. 1.2 Program Support Services. Licensor shall provide the following services as part of maintenance ("Maintenance Services"): 1.2.1 Telephone Support. Licensor will provide telephone support to Licensee between the hours of 8:30am-5:00pm, Pacific Time, Monday through Friday, excluding FYI Image holidays. Notwithstanding the foregoing, Licensee may leave Licensor a voicemail message outside of such telephone support hours as Licensor has some limited support available via Cellular Phone. Licensor shall return Licensee calls made within regular telephone support hours within two (2)hours. Licensor's telephone service shall include but is not limited to the following services: a. Assistance related to questions on the use of the Program. b. Assistance in identifying and determining the causes of suspected errors or malfunctions in Program. c. Advice on detours or workarounds for identified errors or malfunctions, where reasonably available. d. Information on errors previously identified by Licensee and reported to Licensor and detours to these where available. e. Advice on the completion and authorization for submission of the required form(s) for reporting identified problems in the Program to Licensor. 1.2.2 On-line Support. Licensor may execute on-line diagnostics from a remote Licensor location to assist in the identification and isolation of suspected Program errors or malfunctions. Licensee must provide equipment as outlined in section 1.7 Licensee Responsibilities. 1.2.3 Error and Malfunction Service. Licensor will either: a. Provide Licensee with detour or code correction to the Program error or malfunctions. Each detour or code correction will be made available in the form of either a written correction notice or machine- readable media and will be accompanied by a level of documentation adequate to inform Licensee of the problem resolved and any 1 significant operational differences resulting from the correction which is known by Licensor; or b. Provide Licensee with a written response describing Licensor's then existing diagnosis of the error or malfunction and generally outlining Licensoe's then existing plan and timetable for correcting or working around the error or malfunction. 1.3 Maintenance Release Services. Licensor will provide error corrections and Maintenance releases to the Program,which have been developed by Licensor. Such releases shall be licensed to Licensee pursuant to the terms and conditions of this Agreement. Each Maintenance release will consist of a set of programs and files made available in the form of machine-readable media and will be accompanied by a level of documentation adequate to inform Licensee of the problems resolved including any significant differences resulting from the release which are know by Licensor. Licensor agrees that each Maintenance release of Program will be compatible with the then current unaltered release of the Program applicable to the computer system. 1.4 On-call Support. If a problem occurs which significantly impacts Licensee's usage of the Licensed Program and remains unidentified or unresolved either by detour or permanent correction after Licensee has taken the Licensor prescribed action, Licensor will dispatch a representative to the system location during regular Business Days and Hours, 8:30am-5:OOpm, Pacific Time, Monday through Friday, excluding FYI Image holidays which are listed on Exhibit C, FYI Image Holiday Schedule. All work performed outside the outlined support hours, will be billed at an overtime rate of$210.00 per hour, 1 hour minimum. The representative must arrive within eight(8) Business Hours. In addition, at this time the System and Programming Manager will notify the Professional Services MGR. and the condition will be placed on Priority Status. Licensor will provide or make available: 1.4.1 Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Program. 1.4.2 On-site consultation on correction or detour of identified errors or malfunctions. 1.4.3 Advice and assistance on completion of form to report errors or malfunctions to Licensor as specified in the reporting procedure. 1.4.4 Use of Licensee Computer. When Licensor performs services pursuant to this contract which require the use of the Licensee's computer system(s), the Licensee agrees to make it available at reasonable times and in reasonable time increments, and in no event will the Licensee charge the Licensor for such system use. 2 1.4.5 Any Licensee located outside of a one hundred mile radius from FYI Image's headquarters in Seattle, may be charged for any travel and/or living expenses incurred by FYI Image should it become necessary for FYI Image employees to be on-site at the Licensee's location for any reason other than software fixes which cannot be corrected by modem. 1.5 Documentation Updates. Licensor shall provide to Licensee at no additional cost one copy of any revised or additional documentation describing the Licensed Program, which Licensor makes generally available to other entities receiving Standard Technical Support Services from Licensor. 1.6 Expiration Notification. Licensor shall notify the Licensee in writing of the expiration of the then current Maintenance Term Coverage Dates as outlined in Exhibit A, at least but no later than ninety(90) days prior to their respective expirations. The notification shall include notification of the fee for Maintenance Services for the following annual period. If Licensee does not notify Licensor of its intent to renew Maintenance Services prior to the expiration of the Warranty Period or then current Maintenance Term, then Maintenance Services will not be renewed for the forthcoming annual period. Licensee's election not to subscribe to Maintenance Services has no effect on the term of this Agreement or on the term of any license created by this Agreement. 1.7 Licensee Responsibilities: Licensee agrees to furnish Licensor access to the software modules when performing service subject to Licensee's reasonable industrial security and safety rules. Licensee must provide the necessary data communications equipment and operating software at its location to support remote problem diagnosis and maintenance. As requested by Licensee, Licensor shall install updates and releases. Upon installation, Licensee agrees to carefully follow release installation instructions, review system operations after installation, and report any problem detected as soon as possible. Reasonable storage space at the Licensee's site will be provided to FYI Image as required. 2. HARDWARE MAINTENANCE SERVICES. Licensor shall provide Hardware maintenance services as set forth in Exhibit B "Hardware Repair Services". 3. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR PROGRAM PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS. 4. GENERAL PROVISIONS. 3 4.1 Severability. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement,but such terms or provisions shall be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. 4.2 Waiver. Either party's failure to exercise a right available to it by reason of the other party's breach shall be taken as an isolated instance and shall not be deemed to be a permanent waiver of such right. 4.3 Notice. All notices, requests and other communications permitted or required under this Agreement must be in writing, and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii)by overnight courier upon written notification of receipt; (iii)by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or(iv)by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. All notices for both parties shall be sent to the addresses set forth in the relevant Program Schedule and/or Statement of Work attached hereto. 4.4 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrections, fires, floods, storms, explosions, earthquakes, acts of God, war, governmental action, or any other similar cause, which is beyond the reasonable control of such party. If any force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party. 4.5 Headings. Headings appearing in this Agreement are for convenience only and shall not be deemed to explain, limit or amplify the provisions hereof. 4.6 Publicity. Licensor may not use the name or trademarks of Licensee in any advertisement or press release without prior written consent of Licensee. 4.7 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Washington as applied to transactions taking place wholly within Washington between Washington residents. The courts of the State of Washington located in the County of INSERT COUNTY and the United States District Court for the State of Washington shall have exclusive jurisdiction of any legal proceeding regarding this Agreement, and the parties expressly submit to the jurisdiction of said courts. The parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. 4 4.8 No Assignment. This Agreement shall be binding upon the parties'respective successors and permitted assigns. Neither party may assign this Agreement, and/or any of its rights and obligations, without the prior written consent of the other party (said consent not to be unreasonably withheld) and any such attempted assignment shall be void. Notwithstanding the foregoing, however, any internal corporate reorganization by Licensee that does not involve any entity other than Licensee which results in a change of name or form of legal organization of Licensee ("Reorganization") shall not be considered an assignment hereunder, and Licensee may engage in such Reorganization without the consent of Licensor and without affecting its rights and obligations under this Agreement. Upon any assignment by Licensor, the Licensee shall receive warranty service and Maintenance Services of a quality no less than Licensee received prior to the assignment, or if Licensee is dissatisfied with the resulting warranty service and Maintenance Services, Licensor shall provide a commercially acceptable substitute. 4.9 Entire Agreement. This Agreement and its appendices set forth the entire understanding between the parties hereto and supersede all prior agreements, arrangements, and communications,whether oral or written, with respect to the subject matter hereof. No other agreements,whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be modified or amended except by the mutual written agreement of the parties. 4.10 Countersignature. This Agreement is void if not countersigned and returned by Licensor to Licensee within five (5)business days after Licensee has signed and delivered it to Licensor. Schedules issued subsequent to this Agreement (and its initial Schedule(s)) will be void if not countersigned within five (5)business days after Licensee has signed and delivered it to Licensor. 5 PROGRAM EXHIBIT A. Between THE CITY OF KENT. and FYI Image - Seattle License Agreement September 29,2000 1. PROGRAMS: SCHEDULE I.: PROFESSIONAL SERVICES t N i 45 ,i i Direct On-Site, Telephone and FYI-Image Value Remote Dial-up Optika Software Added Sueport 50 Support CONTINUOUS $8,750.00 Extended upport Hours TOTAL $8,750.00 2. MAINTENANCE FEE: Maintenance Services for the Program are available to Licensee upon payment of the FYI Image—Master Support Services Agreement fees. 3. SOFTWARE ASSURANCE: Software Assurance is a fee charged directly by FYI Image to provide updates for same number version, "bug" fixes, and enhancements for Optika software that are released during the period of time covered in Schedule II. During the period of time covered by the Agreement, FYI Image will perform installation and testing of any new Optika releases that are included in the Software Assurance Agreement. This support does not include (unless specifically stated in the written agreement) duties normally associated with on-going LAN Administrator tasks,recovery of databases that were not properly back up, and normal data base administration tasks (reorganizing data base, running backups, restoring data bases, reviewing logs, updating statistics, capacity planning, etc.). All time used will be deducted from the Value Added Support Schedule I. All hours used will be tracked by the assigned, and/or onsite technician. These hours are reviewed and audited weekly by the Professional Services Manager and forwarded to the Account Representative. If the Customer wants to add new software to the workstations or Servers, the Customer should contact FYI Image to be advised if the new software will affect the performance of the system. Failure to do so could result in billable support to the Customer if service is required. SCHEDULE II. SOFTWARE COVERED . E _ . 3:_ �.... � "d tee. ` Arta Optika Acorde Server Domain To Be Determined FROM: TO: Seat Licenses To Be Determined FROM: TO: Concurrent Licenses To Be Determined FROM: TO: TOTAL $0.00 6 FYI Image can raise its maintenance contract price a maximum of 5% per year, as long as contract is maintained and paid within 30 days of the annual invoice date. Billing Bills will be sent to the Licensee at the following location: THE CITY OF KENT CONTACT INFORMATION Notices Notices will be given as required in Article 4.3 of the contract in writing to the following persons: Licensor: FYI Image SSG- Seattle Attn: Shadrach White, MGR. Professional Services 444 NE. Ravenna Blvd#209 Seattle, WA. 98115 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate counterparts, each of which shall be deemed an original but both of which together shall constitute but one instrument. THE CITY OF KENT Licensor: Authorized Signature Authorized Signature Print Name Print Name Title Title Date Date 7 EXHIBIT B. To the Software Support Agreement Between FYI Image SSG and THE CITY OF KENT. HARDWARE REPAIR SERVICES 1. FYI Image, in consideration of the annual maintenance charge provided for herein, agrees to perform maintenance service with respect to the equipment listed on Schedule 1. Maintenance service will consist of the following: A. Service Hours and Response Times 1. Except as otherwise provided herein, FYI Image shall provide the maintenance between the hours of 8:30am-5:OOpm, Pacific Time, Monday through Friday, excluding FYI Image holidays. All work performed outside the outlined support hours, will be billed at an overtime rate of$210.00 per hour, 1 hour minimum. 2. FYI Image will use its best efforts to respond to a request for services within one (1) hour via telephone after receipt of such inquiry. If on-site diagnosis or service is necessary, then FYI Image will use its best efforts to arrange for such diagnosis or service to take place by a FYI Image authorized representative within four(8)business hours after a determination is made that it is necessary. B. Escalation Procedures; Remedies When a failure has not been corrected within two (2) business days this procedure will be followed: 1. The Service Engineer Manager will notify the MGR. Professional Services and the call will be placed on Priority Status; 2. A Senior Service Engineer will immediately be dispatched on-site; 3. If the Senior Service Engineer cannot remedy the condition, within eight (8) business hours, the Service Engineer Manager will be immediately dispatched. FYI Image shall use its best efforts to resolve all hardware problems within eight (8) business hours. 8 2. This agreement does not include furnishing or replacement of consumables. Installation of supply items will be performed without charge if the Service Representative is present for regular service reasons. A regular service charge will be made if a special call is requested only for the purpose of installing supply items. Lamps, glass, print kits, paper, toner, starter toner, fuser oil, fuser rollers, imaging units (after warranty), optical disk media, cleaning kits and drums are considered expendable supply items. 3. This agreement does not cover service, repairs, or parts necessary because of accident, misuse, abuse, neglect, theft, vandalism, electrical power failure, alteration, fire, water, or other casualty, acts, or omissions in performance or repairs or service by non-FYI Image personnel, malfunction of parts or attachments not supplied by FYI Image, or use of supplies or spare parts not meeting FYI Image's specification. 4. The equipment must be in good working condition on the commencement date of this Agreement. FYI Image's charges for parts and labor required to place the equipment in such condition will be invoiced to THE CITY OF KENT at FYI Image's then-current rates. 5. This Agreement shall become effective on the date of this Agreement or if equipment is in warranty at the expiration of the equipment warranty period. CUSTOMER Responsibilities. CUSTOMER agrees to furnish FYI Image reasonable access to the Equipment when performing service subject to CUSTOMER'S reasonable industrial security and safety rules. If applicable, CUSTOMER shall provide the necessary data communications equipment and operating software at its location to support remote problem diagnosis and maintenance. Upon installation of Hardware upgrades, CUSTOMER agrees to follow release installation instructions, review system operations after installation, and report any problem detected as soon as possible. Reasonable storage space at the CUSTOMER'S site will be provided to FYI Image as required. Preventive Maintenance Services. FYI Image shall perform, during FYI Image's normal business hours (exclusive of FYI Image holidays)preventive maintenance in accordance with the specific requirements of individual items of the Equipment as specified by FYI Image. FYI Image shall perform a minimum of two (2) preventative maintenance calls per year per CUSTOMER location. Preventive maintenance will include lubrication, necessary adjustments, repair or replacement of parts when such parts are rendered unserviceable in ordinary use, and engineering changes deemed necessary by FYI Image. When requests for preventive maintenance services are to be performed outside FYI Image's normal business hours, CUSTOMER agrees to pay travel expenses and travel time from the nearest FYI Image Service Center to the Equipment site and return, and labor time incurred at the FYI Image time and material rates and terms in effect at the time such service is rendered. Relocation Service. Upon receipt of at least thirty (30) days prior written notice, FYI Image will perform deinstallation/reinstallation service for Equipment to be relocated by CUSTOMER. CUSTOMER agrees to pay travel expenses and travel time from the nearest FYI Image Service Center to the Equipment deinstallation/reinstallation sites and return, labor time incurred and for the materials used at the FYI Image time and material rates and terms in effect at the time such 9 service is rendered. All basic maintenance charges, including zone and extended maintenance uplifts, will apply during relocation. CUSTOMER agrees to pay any then applicable zone uplifts relating to the relocation Warranty. FYI Image warrants that it will maintain the Equipment to conform to its published specifications and to be in good working order. FYI Image does not warrant that the operation of the Equipment will be uninterrupted. EXCEPT AS PROVIDED IN THIS SECTION FYI Image EXTENDS NO WARRANTIES ON PARTS SUPPLIED OR SERVICES PERFORMED UNDER THIS AGREEMENT, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FYI Image reserves the right to replace any part with new or refurbished parts of equivalent functional specification. It is the responsibility of the CUSTOMER to ensure that all of its files are adequately duplicated and documented. FYI Image will not be responsible for CUSTOMER's failure to so do, nor for the cost of reconstructing data stored on disk files, tapes, memories, etc., lost during the course of any maintenance services performed pursuant to this Agreement. SCHEDULE I. - Covered Equipment `...€ N- }.I£. r , N a To Be Determined To Be Determined To Be Determined To Be Determined I-ro be Determined TOTAL 1 1 $0.00 6. MAINTENANCE FEE: Maintenance Services for the Program are available to Licensee upon payment of the FYI Image—Value Added Support Agreement fees. Equipment Location THE CITY OF KENT CONTACT INFORMATION Billing Bills will be sent to the Licensee at the following location: THE CITY OF KENT CONTACT INFORMATION 10 Notices Notices will be given as required in Article 4.3 of the contract in writing to the following persons: Licensor: FYI Image SSG- Seattle Attn: Shadrach White, MGP.. Professional Services 444 NE. Ravenna Blvd. #209 Seattle, WA. 98115 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate counterparts, each of which shall be deemed an original but both of which together shall constitute but one instrument. THE CITY OF KENT Licensor: Authorized Signature Authorized Signature Print Name Print Name Title Title Date Date 11 EXHIBIT C. To the Master Software Support Agreement Between FYI Image Solutions, Inc and THE CITY OF KENT. FYI Image Holiday Schedule 2000 Christmas Day--------------------------December 25th New Years Day--------------------------January 1 St Thanksgiving Day----------------------Nov. 23rd& 24th Presidents Day --------------------------Feb. 21St Memorial Day---------------------------May 29th Independence Day----------------------July 3rd & 4th Labor Day -------------------------------Sep. 4th 12 EXHIBIT D `Hardware Components' Hardware Components Canon The scanner recommended is the Canon DR-3020. The new Canon DR-3020 is an extremely versatile desktop document scanner that delivers the high performance throughput and capacity demanded by today's information-intensive business environments. From business cards and checks to documents as large as 11x17, the DR- 3020 can handle it all, even original document sets consisting of intermixed sizes and thicknesses at scanning speeds up to 40 PPM. The DR-3020 offers a standard document feeder that holds up to 100 sheets. It's Dynamic Skew Correction feature automatically compensates for skewed documents during feeding for continuous as well as properly aligned images. Extremely user-friendly, system setup and all standard scanning operations can be accomplished at the touch of a button. The DR-3020 offers multiple user-selectable resolution settings up to 300 x 300 dpi for both simplex and duplex scanning operations, giving operators complete control over image density and overall quality. The new Canon DR-3020 is a single solution for your entire document scanning and archival needs. Specifications are shown in the brochure enclosed and can be further described at the Canon web site. DR-3020 Ideal IDEAL offers several 36" wide, 256 grayscale scanners ranging in resolution from 400 to 1800 dpi. The FSS scanners are quick scanning an E-Size drawing in as little as 15 seconds. These scanners support over 50 raster formats. The FSS scanners support Digital Signal Processing including "on the fly" despeckle, deskew, 2-D Adaptive - 1 Thresholding, and hole repair ' Ideal FS 4300 Kodak Get your Digital Archive off to a fast start. The high-speed KODAK DIGITAL SCIENCE Document Archive Writer rapidly converts digital documents to an analog format and media for low-cost, long-term storage and access as part of the KODAK DIGITAL SCIENCE Digital Document Archive System. You can organize them according to your requirements, create an index, and write the TIFF images to film. Now you can purge inactive information from expensive on-line and near-line storage with full assurance that you'll be able to retrieve and view it long into the future t�6 Model 4800 Kofax Adrenaline Adrenaline is a family of high-performance image-processing accelerators and feature- rich software products. Continuing the long standing Kofax tradition of providing quality solutions for production-level imaging requirements, Adrenaline products drive the latest generation of ultra-fast scanners at rated speeds while performing advanced recognition, image clean-up, and forms-processing functions in real-time. V Ililr��u,l a 3' Kofax Adrenaline EXHIBIT E `Training Services' EXHIBIT E `TRAINING SER VICES' Acorde User Training FYI Image in conjunction with the City's project team will develop detailed training plans to be included with each phase's implementation plans. Amy Corrigan will be the FYI Image Team Lead for all training tasks outlined in the Project Plan. Amy Elizabeth Corrigan 2728 Arrowhead Drive • Langhorne, PA 19053 SUMMARY: A multi-industry software application trainer utilizing 20 years of business, computer and software experience to directly affect the profitability of the company, training a wide variety of users from entry-level to executive. WORK EXPERIENCE: FYI Image—Senior Training Consultant (February 1999—Present) Responsible for evaluating training needs for each client, training users in all aspects of imaging software, writing custom training manuals, and designing, writing and producing a quarterly newsletter. Includes regional and national travel to customer sites to train end-user, system management and administration of the imaging systems. Teach in both classroom and one-on-one environments. Technically certified in Optika Acorde, and Fortis. Also train Optika FPmulti, eCapture, FlexScan, OTG, Fortis COLD and Cardiff TELEform. Accomplishments: ➢ Design and development of quarterly newsletter. ➢ Development of custom training manuals. ➢ Technical certification in all applicable imaging and capture software NetPro Solutions— Training Director(Part-time) (June 1999—December 1999) Responsible for design, development and training of a 12-week evening computer class for Real Estate Agents. Curriculum included Microsoft Office 98 (Word, Excel, PowerPoint and Access), Publisher 98, Microsoft Outlook, ACT, Windows 98, and Agent 2000. Accomplishments: ➢ Development of curriculum and training materials. Prophet 21 — Trainer/Application Consultant(September 1998—February 1999) Responsible for training users in a proprietary distribution management software package, and offered consultation in business applications. Included national travel to customer sites to train end-users in all aspects of the total business system. Taught in both classroom and one-on-one environments. Accomplishments: ➢ Aided in development of the training program with suggestions for improvements that were immediately incorporated into the program. Rosenbluth International— Trainer/Technical Leader (November 1996-September 1998) Responsible for training all new hires on both office systems and industry specific software, and the development of recurrent training programs. Taught in both classroom and one-on-one environment. Evaluated and reviewed all new hires progress. Update and write all documentation for training and reference purposes. Trained associates in popular software packages (i.e.; Microsoft Office 97). Other duties included trouble-shooting PC and networking problems in a Windows 95 environment. Accomplishments: ➢ Responsible for placing top producing agents on the corporate reservation floor. ➢ Established ongoing recurrent training program, allowing agents to improve their efficiency and stay current with industry and software changes. ➢ Saved company thousands of dollars in service calls by trouble-shooting computer problems,both software and networking. ➢ Responsible for managing smooth transition from Windows 3.1 environment to Windows 95 environment. Both physical change and agent training. EDUCATION AND TRAINING: West Virginia University-Bachelor of Science in Business Administration (Marketing) Technical Certifications: Optika Acorde,Fortis,Captivation eCapture, and Cardiff TELEform. Additional Training:UNIX base Distribution Software,Apollo Script Build,Apollo North American Fare Quote,Apollo Moving through Windows and Focalpoint,Apollo Software Training,and Sabre Software Training. Seminars:Fred Pryor's`How to Deliver Exceptional Customer Service',Critical Thinking,Global Reporting,Motivating and Developing Associates, and Interviewing and Hiring techniques. Certification in Conversion Training, Corporate Management Training Allied Stores. Desk-Top Publishing: (PC and MAC)Microsoft Office 97,QuarkXpress,Photoshop,Illustrator, CorelDraw,PageMaker,Microsoft Money, Quick Books and Outlook. Other: Invited to be on the panel for a round-table discussion for Team Leader Training. FYI Image recommends that at least two individuals from The City of Kent attend Optika Acorde Context training courses prior to project kick-off. We recommend one individual from and IT'department and an advanced knowledge worker from the user community attend this one week course located at Optika's headquarters in Colorado Springs, CO. On an ongoing basis FYI Image always encourages our customers to keep pace with the industry. With each upgrade, advancements in Optika Software offer greater functionality that will give The City of Kent the ability to leverage emerging trends in the Imaging, Document Management, Workflow and Internet driven Business 2 Business eCommerce transactions. A departmental knowledge worker who acts as a front-line Systems Administrator usually handles the User Functional Support. This person is well versed in all aspects of Optika Acorde User and Desktop functions, has been involved with the project implementation from the start and has attended Optika Acorde Context training. This person is not an IT support person but rather an intermediary problem solver that can distinguish between Acorde training issues and real technical problems that need to be escalated to the IT Optika Acorde Systems Administrator. Average time commitment per week during roll-out support is 24 hours, this usually lasts for about a month. As things settle time commitment per week diminishes to an average of 2 hours per week. Acorde Context Description This course covers workflow analysis, design and use of Optika's work management tools within the AcordeTM Process architecture. The method of instruction is built around case studies. Emphasis is placed on the students ability to effectively design, troubleshoot and apply processes and manipulate user interfaces. This course covers the particulars for the AcordeTM Process components of Builder, Manager and the AcordeTM Context production client. During this course,students will be involved in a variety of lab exercises covering topics such as analysis,metrics and reports,modification of existing processes,end user functionality,process verification and planning and production of new processes. Students will participate in the installation of the AcordeTM Process components and servers. Upon completion of this course,students will be able to build and support processes,triggered events, generate forms and utilize all functions of AcordeTM Process. Upon completion of this course, students will be given a final exam. Students must pass the final exam to receive their Acorde TM Process technical certification. Prerequisites Completion of an AcordeTM Context Technical Certification course is required. Preparation This course will begin at 8:30 a.m. on the first day and conclude at 12:00 p.m. on the fifth day. Please make your travel arrangements to accommodate the entire course. FYI Image recommends that at least one individual from the City of Kent IT department attend the Acorde Context SDK course outlined below. The skills developed in this course will be utilized during Phases III & IV. FYI Image has provided as part of our response a fully trained programming staff member during these critical phases to work with the City of Kent programmer. Acorde Context 2.0 Developers Tools (SDK) Description This course is designed to enable system administrator and system integrators to utilize the open architecture of the Acorde Context system for their custom requirements. This course exposes the various methods, which can be employed to extend the Acorde Context architecture through COM objects, ActiveX controls and other methods of implementation. During the course, students will be involved in a variety of lab exercises covering topics such as: Viewer Controls, Acorde COM Objects, and custom tools. Upon completion of this course, students will be given a final exam. Students must pass the final exam to receive their Acorde Context Developers Tools certification. Prerequisites It is required that students have completed an Acorde Context Technical Certification course prior to attending the SDK course. Students attending the SDK Course must be proficient in VB 4.0, 5.0 or 6.0 and familiar with ActiveX controls. Preparation This course will begin at 8:30 a.m. on the first day and conclude at 12:00 p.m. on the fifth day. Please make your travel arrangements to accommodate the entire course. FYI Image has proposed that all paper based scanning and image conversion be performed using Kofax Ascent 4.0. The project Scanning Team will be responsible for designing and implementing all scan profiles, know as `Batch Classes'. These Batch Classes will be used for the City Clerk, Planning, Public Works, Police files, LaserFiche conversion and orphaned image acquisition to be indexed into Optika Acorde. After implementation of Ascent, there may be the need to alter or add scanning profiles for the Front-end process. FYI Image recommends that at least 2 individuals from The City of Kent attend the course outlined below. Kofax Certification Description This course provides hands-on training of the Kofax Ascent Capture 4.0 product as it relates to Optika Acorde. Course will include, installing Kofax Ascent Capture 4.0, setting up Ascent Capture Batches and Releasing with the Kofax Optika Acorde Release Script. Using the released text file to import into Optika Acorde via Filer Server. Time permitting, advanced features of Ascent Capture 4.0 will be discussed. Does not include creating custom scripts. Student will receive a Kofax Ascent Capture Evaluation Kit, which includes software, dongle and book. Upon completion of this course, students will be given their Optika Acorde Kofax Ascent Certification. Prerequisites Students must have successfully completed an Optika Acorde Technical Certification course. Preparation This course will begin at 8:30 a.m. on the first day and conclude at 5:00 p.m. on the second day. Please make your travel arrangements to accommodate the entire course. 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Q w aEi E E `—° o y y c m E E w 3 a o N p c cc m a? qm LLo ' °' Q. a c E' O o E E E O 7p N NC3c �omoc cwp c c rn rno c `T of m 0 N N O m 0) m i rnmmn imCL � m o > a v U Em 04 in _ F- > v � U) m Y ` () a 44 0 c c �i c c c �� D c v v E r m Z N N 00 O O 1c, M '� 11') CO 0 r r N N N N N N N N N N M M M M M M M F7 m Cl) Cl) M M Cl) coM M coM M Cl) Cl) CM M M Cl) Cl) M C J M fM 0 o>m 7 N =N v ME O a' y 0 mT m CO E N E E — N 5- } } m LL LL CLLL Z c D X a :3 0 0 � U U m m p O O 7 O ti 0 m S' ' n N c 7 Y _C N O � M C m LL NN7 y = N m }� L a M c C 0) :Em d d W `� T .n a a U FCF_ � C LO i a a) 0 � la Z o � 0 O a � m c �� rn c N N C O � , J SL N E O 3 a � Y Y Gl C/ N d E m Z Y N M co CO Iq co M Co M EXHIBIT F.1 `Testing Criteria Acceptance' FY 1, Exhibit "F.l" Testing Criteria Acceptance City of Kent EDMS September 21, 2000 Testing Criteria 1. Scanning stations boot up with no errors? 2. Documents scan into system? 3. Document images appear on the screen? 4. Batch Classes published in accordance wi ent? 5. Is the user interface set up as expe 6. Scan,Index,forms processin que rational? 7. Document type form sepa ee o ized? 8. Index fields published ' e hibit B"document? 9. Ability to insert,r © om and pan document images? 10. Ability to cus o nter a toolbars? 11. Ability to sc documents? 12. Scann' e 13. Image 14. Auto i icense Number,UBI Number and Trade Name operates correctly? 15. Documen e retrieved from Optika eMedia EDWMS? The testing criteria listed above has been mutually developed by both the City of Kent and FYI Image,Inc.,and is deemed appropriate,to prove satisfactory functionality and fulfillment of the stated deliverable. City of Kent Date Authorized Signature FYI Image,Inc. Date Authorized Signature I Created by:Robert Hughet FYI Image,Inc. EXHIBIT F.2 `Deliverable Acceptance' F.Y.I. Exhibit "F.2" Deliverable Acceptance City of Kent EDMS September 21, 2000 Please circle the appropriate response for each of the following items Test Criteria Test Result 1. Scanning stations boot up with no errors? Yes No 2. Documents scan into system? Yes No 3. Document images appear on the screen? Yes No 4. Batch Classes published in accords ith �xhl ument Yes No 5. Is the user interface set up as expe Yes No 6. Scan,Index,forms proces ' d r ueue erational? Yes No 7. Document type forms ets ed? Yes No 8. Index fields publi © `Exhibit B"document? Yes No 9. Ability to ins rt, e,to ,zoom and pan document images? Yes No 10. Ability to c i terface toolbars? Yes No 11. Abili lex documents? Yes No 12. Scann e? Yes No 13. Image q ptable? Yes No 14. Auto ins License#,UBI#and Trade Name operates correctly? Yes No 15. Documents can be retrieved from Optika eMedia EDWMS? Yes No Deficiencies (If any of the above tests results in a"No"response,list the deficiencies in the space provided below) The testing procedures listed above have been completed and deemed successful for determining the appropriate functionality and completion of the stated deliverable. City of Kent Date Authorized Signature FYI Image,Inc. Date Authorized Signature I Created by:Robert Hughet FYI Image,Inc. EXHIBIT F.3 `Change Order Request Process' Exhibit 7.3" Change Order Request Process Tuesday, September 26, 2000 Change Order Request Project Managers Review Request Within Current Scope of Project es No Decompose Decision to Required Pursue Tasks Change Order es No Determine Written Impact on Quotation Response to Over-all Issued Change Project Order Requestor Revise Project Purchase Schedule Order and Assign Issued Resources Execute Enters Schedule Deliverable Process Page 1 Created By: Robert Hughet FYI Image,Inc. EXHIBIT FA `Project Change Request Form ' Exhibit "F.4" - Project Change Request Client Company Name: City of Kent Project Name: Enterprise Document Management System Submitted By: Priority: High Medium Low Description of change(attach additional sheets if necessary): Anticipated Impact on Project: Project Managers Assessment: Change Request is deemed within the scope of this Project: Change Request falls outside the scope of this Project: Comments: Modifications to the aforementioned Project Scope may incur additional costs to the Client and or push out the completion date of the Project City of Kent Project Manager: FYI Image Project Manager: Signature Signature Printed Name Printed Name Date Date EXHIBIT G `Conversion Approach ' EXHIBIT G `CONVERSIONAPPROACH' FYI Image will work with The City project staff to develop a written statement of work and schedule prior to beginning any conversion work. The existing LaserFiche 4.3 for Novell system provides and Integrators Toolkit that can be used for Exchanging data with other applications and platforms. The following excerpt was taken from the LaserFiche website. http://www.laserfiche.coM products/addons/integratorstoolkit.html Through its industry-standard ODBC interface, the Toolkit enables external database engines to open and manipulate LaserFiche database files and transfer data between applications. The Toolkit includes detailed mappings of LaserFiche data table interactions. It explains the functions of each table and maps out their table structure. With the LaserFiche Integrator's Toolkit, exchanging data between LaserFiche and other applications is easier than ever before. FYI has spoken with representatives from LaserFiche to determine the feasibility of migrating the currently stored 1,004,000 pages contained in 82,800 documents. Based on our initial research for Phase II of this project FYI has no immediate or glaring concerns. There are currently 4,000 cases with 30,000 raw TIFF images that need to be converted from an earlier version of LaserFiche. Because these images have no associated index FYI recommends using the Kofax Ascent Image Processing Import Engine to create and index all documents into batches to be stored in Optika Acorde. EXHIBIT H `FYI Investor Package' "Only one copy of this package was submitted due to the volume of information contained in the package. EXHIBIT I `WA L CB ED WMS Project' (Washington State Liquor Control Board) v rn v 0 •O� Cl 0 Co 0 0 0 0 0 0 0 0 C. 0 0 o O O o 0 0 0 o O 0 0 0 0 0 0 0 O o 0 0 0 o O O O O O 0 0 0 o O O 1N In to (O CO cn M M M O O O O O O O O - k L N N N N r T T r r r T r r r N N N N N N N N N W P N N N ('9 M M f0 C'9 f+1 ('9 ('4 M M M M M M M Cq M !9 LL li LL LL LLL H O O O O m : � 7 O O O O O O O O 3 g 2 2 2 H E- F- a 2 2 2 a 2 2 2 1 ON O O O O O O O O O O O O O O O O O O O O O O OOOOO OOO OO OOOOOOOOO OO to LO UY L CM m M 44 a 4 O O O O O 0 0 N N N T T T T rrrN N N N N N r N N N N N N M Mf c' m m m c%f m m M m M m M M M M M M ` 'r 'r '_ 7 c c c c c 07 0) 0) 0) c c c c c c C C N C L L L L r L L L I-- L L L L L t L r r L t L M 0 m N N N w It N N DO I r N N 'N N W (` M OD - 7 r 00 O L � I O V L O Q J Vf a rn C a a O •a > Ch a a > a) C o t a — 3 -- U LL LU W LL zza v '.. v c _ c n > O d ° d ° :4 = o .'9 o O C. fA to U 0 w U � � V � 0O c v - co 0 W m LL 0 Wcu O p O Y U v U 2 �, Q 2 ,� :9 ,� c U m 'c U a m LY N z w w p Y _ Y c Y y 0 m C9 Q 3 ° 0 CD 3 7 o c j ° o > Z W x m - m 3 m - rn '� .2 w > - a> > m c QQ Q cW c U c F c V F ti cU cZ U F LL _ _ > ZC m y N n ti a0o U) �z a Y 0 O r w C C C O O C O D C C C O O C O O O O C 0a 0 O o O O CD O O O 0 0 C. 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NO p F�— Y ►— E 3co cc c m O O O 0 Q U U U O O N ` ` ` L ` N > > >+ E H L H F- C o a m 75 a Z 'O" 'O" 0] CO m m CO 0] N .jO„ Y cm a) N CD (n N N ._..._. 3 J J J J J J 7� > = V V V m O -a a cif o8 oif oif cif oif -a 2 '..a 2 2 2 + m t f0c t o t 2 a � a a � in cn LL LL LL LL LL LL Cn co in Q Q °m Q m m° co w a s rn v 0 a O m O L C V L. 0 Q J .i.r N O a a.+ Im C_ H 3 W N N E m z 3 rr N a c rn a� 0 O m O L C V O Q :3 _. /I4ww CO Y/ N .N C1 t i 3 W E z w c rn a� 0 -c f0 O m O L C O V O Q J N Y/ m N d O c/+ __ W 3 s W E co z 7 ' w FINAL Exhibit C Demonstration Agenda City of Kent 0000 MONOKEN T W A S M I N G T O N Enterprise Document Management System Vendor Demonstrations November 1 , 2000 Vendor: Software Solution: OPTIKA 1 :00: 1 :15 Welcome - Introductions 1 :15 - 1 :45 Script #1 - System Administration 1 :45 - 3:00 Script #2 - Scan and Index 3:00 - 3:15 Break 3:15 - 3:35 Script #3a - Client Viewing - Production (Thick) 3:35 - 4:00 Script #3b - Client Viewing - Web (Thin) 4:00 - 4:30 Script #4 - KIVA/JD Edwards Integration 4:30 - 5:00 Summary - Wrap Up City of Kent EDMS - Vendor Demonstrations November 1, 2000 Day 1 Product Demonstration 1:00- 1:15 Welcome - Introductions Company Overview/Components to be Demonstrated 1:15 - 1:45 Script#1 - System Administration 1:45 - 3:00 Script#2 - Scan and Index 3:00 - 3:15 Break 3:15 - 3:35 Script#3a- Client Viewing - Production (Thick) 3:35 - 4:00 Script#3b - Client Viewing - Web (Thin) 4:00 -4:30 Script#4 - KIVA/JD Edwards Integration 4:30 - 5:00 Summary - Wrap Up Day 2- Vendor Proposal Clarification and Review 8:30- Noon Phase 1 -EDMS System Design 1. Software Proposed 2. Implementation Services 3. Training Phase 2 -Laserfiche Conversion Phase 3 -KIVA Large Format Documents Discussion on proposed approach and alternatives. Phase 4- ME Integration Discussion of proposed approach, Financial Proposal EDMS Demonstration 1. Overview of Company and Product Please provide a brief synopsis of your company and relationship with the software being proposed. 2. Proposed System-Overview During the demonstration the audience will be comprised of both technical and end-users. In order to provide the most benefit,please provide responses in both an system administrator's context and an end-user. ♦ Server Components ♦ Client Components- Please describe the key differences between the full desktop and a web client? 1. Web 2. Desktop 3. Scanning Stations EDMS Demonstration Script # 1 System Administration The City desires an integrated Out-of-The-Box solution. Please demonstrated the following system set-up functions: ♦ Add,Delete,Modify Users, or Groups ♦ Assign Permissions by Users or Groups ♦ Show how an index is created,modified and deleted. Use the following: Permit Number, and Document Type. ♦ Show how a user would be assigned to a pre-defined location for all scanning input. ♦ Demonstrate how record retention rules would be applied to the proposed solution. Specifically the functionality requested in Section 5.3.9 and 5.3.10 of the EDMS RFP EDMS Demonstration Script # 2 Scan and Index ♦ Demonstrate the desktop scanning functionality using the packet of documents provided. The material includes 8.5 x 11 and 8.5 x 14 size paper. ♦ Index using Permit Number and Document Type ♦ Show how blank pages are handled. ♦ The City has some need for duplex scanning. If possible demonstrate any software functionality that would allow duplex-like scanning with a simplex scanner. ♦ What tools are available to rectify images scanned in the wrong orientation? ♦ Demonstrate the tools used to fix improper page order. ♦ Describe how large format scanning would be incorporated for the KIVA integration. ♦ Demonstrate how a document created in Word would be indexed and stored. EDMS Demonstration Script # 3a Client Viewing ♦ Describe the distinctions between the web viewer(thin) and the production client(thick) Production Client(thick) ♦ Demonstrate search and retrieval functionality. ♦ Viewing documents 1. Demonstrate the navigation abilities and range of sizes supported, including large format plans 2. Demonstrate how a native file document such as Word or AutoCad would be viewed, with and without native software available. 3. Demonstrate multiple page viewing 4. Demonstrate multiple document viewing ♦ Annotation 1. Demonstrate annotation functionality, including search and reporting capabilities. 2. Describe how annotations are stored. EDMS Demonstration Script # 3b Web Client(thin) ♦ Demonstrate search and retrieval functionality. ♦ Viewing documents 5. Demonstrate the navigation abilities and range of sizes supported,including large format plans 6. Demonstrate how a native file document such as Word or AutoCad would be viewed , with and without native software available. 7. Demonstrate multiple page viewing 8. Demonstrate multiple document viewing ♦ Annotation 3. Demonstrate annotation functionality, including search and reporting capabilities. 4. Describe how annotations are stored. EDMS Demonstration Script # 4 KIVA/JD Edwards Integration ♦ If possible the City would like to see how the proposed system would integrate with another application in the retrieval and viewing of documents and images. ♦ Describe the process necessary to accomplish this task. FINAL. Exhibit D Follow-up Questions to Demonstration Vendors Response City ofKent Enterprise Document Management Project . _. Ascent Capture Based on further understanding of the Ascent product, we would like to confirm that the price proposal will include the cost for all batch classes, release and index scripts necessary to accomplish the tasks identified in the RFP. Does the Ascent capture costs listed represent the 25,000 pages per month level for each of the scan stations? Storage Management The ability to apply record retention schedules will involved using storage classes. The demonstration provided an overview of how a storage class is defined. In the supplement material provided, entitled, City of Kent Team Members, page 2 where the Acorde Security tool and Storage Class definition tool is displayed. Based on the information provided in this handout, how would the following be accomplished: The creation of a unitized record, which will enable specific records belonging to a specific storage class to be stored, with their indexes on the same storage medium. Filing Native Word Documents Regrettably, we did not see the eSystem functionality proposed during the demonstration. Does the handout mentioned, on page 15 represent the functionality proposed in Phase 1 for document management functionality? If a user does not require check/in out functionality and only wishes to file a Native Word document into the repository how would this be accomplished? Example, I'm in Word, writing vendor clarification questions, and I need to file this document into Acorde when completed. If I do not have the eOffice ODMA functionality, can I contribute this document to the Acorde repository? Training Materials The concept and approach was discussed during our subsequent meeting, but would it be possible to review either the base documentation from which the customized product is created? or an example of the customized product being proposed? C:\Data\FYI Proposal Cladficabons.doc 1 11/03/00 FYI Presentation Clarifications 1110?4 6bv Ascent Capture Based on further understanding of the Ascent product, we would like to confirm that the price proposal will include the cost for all batch classes, release and index scripts necessary to accomplish the tasks identified in the RFP. Does the Ascent capture costs listed represent the 25,000 pages per month level for each of the scan stations? Our response was comprehensive and covers all Batch Classes, Index and Release Scripts necessary to accomplish the tasks identified in the RFP. During day two City of Kent and FYI agreed to drop hours necessary for Large Format scanning, this includes all Kofax setup identified in our original response. Yes, the capture costs listed represent the 25K per month level for each of the scan stations. Storage Management The ability to apply record retention schedules will involve using storage classes. The demonstration provided an overview of how a storage class is defined. In the supplement material provided, entitled, City of Kent Team Members, page 2 where the Acorde Security tool and Storage Class definition tool is displayed. Based on the information provided in this handout, how would the following be accomplished? The creation of a unitized record, which will enable specific records belonging to a specific storage class to be stored, with their indexes on the same storage medium. Index information is stored in the database, image information is stored using Storage Classes. We discussed using the scan-date as a way to compile a result set that met required retention purging schedules. The result set would be used to create a command file that can be processed by Filer to delete the index values or pointers to the image data. Storage Classes can be used to store one or many Filer Applications (that mayor may not have a unitized record) with automated caching, retention and migration schedules based on number of days. FYI Presentation Clarifications Filing Native Word Documents Regrettably, we did not see the eSystem functionality proposed during the demonstration. Does the handout mentioned, on page 15 represent the functionality proposed in Phase 1 for document management functionality? Yes, this is a part of the functionality that eSystems eOffice provides. Other functionality includes check/in out, version control, document history, windows explorer query and check-out for native documents. If a user does not require check/in out functionality and only wishes to file a Native Word document into the repository how would this be accomplished? This can be accomplished either using the Thin client upload web page, or the indexing tool that ships with Optika Acorde. The eSystems solution provides for direct indexing and storage via the Native Application without the extra steps of using the Acorde Client. Example, I'm in Word, writing vendor clarification questions, and I need to file this document into Acorde when completed. If I do not have the eOffice ODMA functionality, can I contribute this document to the Acorde repository? Yes, using the Thin client native file upload option and the Production Client _ Indexing tool. Traininq Materials The concept and approach was discussed during our subsequent meeting, but would it be possible to review either the base documentation from which the customized product is created? or an example of the customized product being proposed? Yes. The electronic version of the Acorde Documentation and examples of documentation from the Washington State Liquor Control Board will be emailed to City of Kent for review. Item Task Base Team FYI Total COK 1 City of Kent Enterprise Document Management System 2 Release RFP City of Kent 3 Vendors'Pre-Proposal Conference City of Kent 4 Proposals Due City of Kent 5 City Announces Finalists City of Kent 6 Demonstrations 1 Proposal Validation/Site Visits 7 Demo 1 City of Kent,FYI Image 8 Demo 2 City of Kent 9 Demo 3 City of Kent 10 Site Visits City of Kent 11 City Announces Apparently Successful Vendor City of Kent,FYI Image 12 Contract Negotiations and Detailed Planning City of Kent 13 Operations Committee Meeting(January 2001) City of Kent 14 City Council Meeting(January 2001) City of Kent 15 Contract Signed(Day After City Council Approval) City of Kent 16 Project Kick Off Meeting 4 City of Kent,FYI Image 4 4 17 1.3.1.Phase 1•EDMS Software 18 1.3.1.1.System Design 19 EDMS Software System Design Meeting 20 Software Installation 2 FYI Image,City of Kent 2 2 21 Hardware Configuration 1 FYI Image,City of Kent 1 1 22 Testing 1 FYI Image,City of Kent 1 1 23 Validation 1 FYI Image,City of Kent 1 1 24 Client Deployment 1 FYI Image,City of Kent 1 1 25 User Training 1 FYI Image,City of Kent 1 1 26 Schedule 1 FYI Image,City of Kent 1 1 27 EDMS Software System Design Meeting 28 Software Installation 2 FYI Image,City of Kent 2 2 29 Hardware Configuration 1 FYI Image,City of Kent 1 1 30 Testing 1 FYI Image.City of Kent 1 1 31 Validation 1 FYI Image,City of Kent 1 1 32 Client Deployment 1 FYI Image,City of Kent 1 1 33 User Training 1 FYI Image,City of Kent 1 1 34 Schedule 1 FYI Image,City of Kent 1 1 35 EDMS Software System Design Document Development 40 FYI Image,City of Kent 40 40 36 EDMS Software System Design Document Delivery and Sign Off 2 FYI Image,City of Kent 2 2 37 1.3.1.2. Implementation Plan 38 EDMS Software Implementation Meeting 4 City of Kent,FYI Image 4 4 39 EDMS Software Implementation Meeting - 4 City of Kent.FYI Image 4 4 40 EDMS Software Implementation Document Development 40 FYI Image 40 41 EDMS Software Implementation Document delivery and Sign Off 2 City of Kent,FYI Image 2 112 2 42 1.3.1.3. Software Installation 43 Server Environment(Test) 44 KVM Switch Box Install 45 Install KVM Switch 4 City of Kent 4 46 Route KVM Cables 2 City of Kent 2 47 Label Switch Button Sources 2 City of Kent 2 48 Verify Connectivity to all Servers 1 FYI Image 1 49 SQL Server Setup 50 Install Raid 5 Controller and Configure 4 City of Kent 4 51 Install OS(NT Server 4.0 with Service Pack 4) 4 City of Kent 4 52 Configure Network Connectivity 2 City of Kent 2 53 Configure Static TCP/IP Address 1 City of Kent 1 54 Test Server 1 City of Kent 1 55 Verify OS and Network Configuration 1 City of Kent 1 56 Install SQL 7.0 with Service Pack 1 2 City of Kent 2 57 Configure SQL 4 City of Kent 4 58 Create Acorde Database 1 FYI Image 1 59 Configure Acorde Database 1 FYI Image 1 60 Create Dump Devices 1 FYI Image 1 61 Configure Dump Devices 1 FYI Image 1 62 Create Scheduled Maintenance Tasks 4 FYI Image 63 Configure Scheduled Maintenance Tasks 8 FYI Image 64 Test Scheduled Maintenance Tasks 24 FYI Image 65 Define Administration Procedures 4 FYI Image 66 Automate Administration Procedures 4 FYI Image 67 Document Administrative Procedures 4 FYI Image 5 68 Request Broker Server Setup 69 Install OS(NT Server 4.0 or NT Workstation with Service Pack 4) 4 City of Kent 4 70 Configure Network Connectivity(Static TCP/IP) 2 City of Kent 2 71 Test Server 1 City of Kent 1 72 Verify OS and Network Connectivity 1 City of Kent 1 73 Install Acorde Services(Request Broker,Alert,Audit Services) 4 FYI Image 4 74 Configure Acorde Services 3 FYI Image 3 75 Test Acorde Services 1 FYI Image 1 8 76 Info Broker Setup 77 Install OS(NT Server 4.0 or NT Workstation with Service Pack 4) 4 City of Kent 4 78 Configure Network Connectivity(Static TCP/IP) 2 City of Kent 2 79 Test Server 1 City of Kent 1 80 Verify OS and Network Connectivity 1 City of Kent 1 81 Install Acorde Services(Info Broker,DSMS,Security,Filer License Services) 4 FYI Image 4 82 Configure Acorde Services 3 FYI Image 3 83 Test Acorde Services 1 FYI Image 1 8 FYI Image Confidential 11/8/2000 3 // — Page 1 Item Task Base Team FYI Total COK 84 Storage Server Setup 85 Install OS(NT Server 4.0 or NT Workstation with Service Pack 4) 4 City of Kent 4 86 Configure Network Connectivity(Static TCP/IP) 2 City of Kent 2 87 Test Server 1 City of Kent 1 88 Verify OS and Network Connectivity 1 City of Kent 1 89 Install Adaptec SCSI Card and Jukebox/Fxtemal Optical Drive 1 FYI Image 1 90 Test Hardware Install 1 FYI Image 1 91 Install Acorde Services(Storage,Name,Print,Fax,Export,System Manager Services) 4 FYI Image 4 92 Create Magnetic and Optical Storage Classes(Volume Administrator) 4 FYI Image 4 93 Configure Acorde Services 3 FYI Image 3 94 Test Acorde Services 1 FYI Image 1 14 95 Web Server Setup 96 InstallNerify OS(NT Server 4.0 or NT Workstation with Service Pack 4) 4 City of Kent 4 97 InstaiWerify MS IIS 4.0+ 4 City of Kent 4 98 InstalWerify ASP 1.0+ 2 City of Kent 2 99 Configure Network Connectivity(Static TCP/IP) 2 City of Kent 2 100 Test Server 1 City of Kent 1 101 Verify OS,Network and tlS Configuration 1 City of Kent 1 102 Install Acorde Web Service/Pages and ActiveX Components 4 FYI Image 4 103 Configure Acorde Web Service/Pages 3 FYI Image 3 104 Test Acorde Web Client 1 FYI Image 1 8 105 Test Application and Gallery Definitions 106 Create Test Filer Application and Gallery Definitions 24 FYI Image 8 107 Compile Test Data 4 FYI Image 1 108 Process Test Data 1 FYI Image 1 109 Define and Create Test Optika Acorde User Group 1 FYI Image 1 110 Create Test Retrieval Galleries 2 FYI Image 1 ill Test Scanning(Entire process from scanning to retrieval) 2 FYI Image 1 112 Test Web Client 1 FYI Image 1 113 Test Pdnt/E-mail 1 FYI Image 1 114 Server Enviroment(Test)Testing and Sign Off 2 FYI Image,City of Kent 1 16 2 115 Server Enviroment(Production) 116 Create Production Filer Application and Gallery Definitions 24 FYI Image 24 117 Compile Production Data 6 FYI Image 6 118 Create Production Batch Classes(Kofax) 4 FYI Image 4 119 Create Production Storage Classes 2 FYI Image 2 120 Create Production Galleries and User groups/Tools(ONE GALLERY) 40 FYI Image 40 121 Publish Batch Classes and Galleries to Controlled User Group(ONE GALLERY) 16 FYI Image 16 122 Test Scanning(Entire process from scanning to retrieval)(ONE BATCH) 8 FYI Image 8 123 Switch Servers From Diagnostic to Production 4 FYI Image 4 .....�. 124 Define Administration Tasks and Automate System Alerts 16 FYI Image 16 125 Servers(Phase 11)Testing and Sign Off 4 City of Kent,FYI Image 4 124 4 126 Deployment 127 Refine NT User Group Access to Galleries 8 FYI Image,City of Kent 2 8 128 Refine Gallery Settings 40 FYI Image 16 129 Refine Batch and Ad-Hoc Scanning Procedures and Batch Classes 20 FYI Image 8 130 Create Controlled E-mail Distribution List For Optika Startup Files 2 City of Kent 2 131 Test E-mail distribution and Optika Startup Procedures 2 City of Kent 2 132 Create Production Rollout E-mail Distribution Lists For Optika Startup Files 8 City of Kent 8 133 Deployment Testing and Sign Off 8 City of Kent,FYI Image 8 34 8 134 Rollout Support 160 FYI Image 160 160 135 Documentation 136 Custom Training Curriculum Development 70 FYI Image 70 137 EDMS Documentation 70 City of Kent 70 138 EDMS Kofax Documentation 38 City of Kent 38 139 Documentation Sign Off 2 City of Kent,FYI Image 2 72 2 140 Desktop Environment 141 Installation 142 Scanning Workstation Setups(5 Total) 143 Install Win 98/NT OS 20 City of Kent 20 144 Configure Network Connectivity 10 City of Kent 10 145 Test Workstation 10 City of Kent 10 146 Scan Station Monitor Installations(5 Total) 147 Install Video Card 10 City of Kent 10 148 Configure Video Card 5 City of Kent 5 149 Test Video Card/Monitor 5 City of Kent 5 150 Adrenaline Card Installations(5 Total) 151 Install Adrenaline Card 0 City of Kent 0 152 Configure Adrenaline Card 0 City of Kent 0 153 Test Adrenaline Card 0 City of Kent 0 154 Kofax Ascent 4.0 Stand Alone Installation(1) 155 Install Kofax Ascent 4.0 16 FYI Image 16 156 Configure Kofax Ascent 4.0 4 FYI Image 4 157 Test Kofax Ascent 4.0 2 FYI Image 2 158 Meetings to Determine Batch Classes and Scripts 32 City of Kent,FYI Image 32 32 159 Batch Classes&Release Scripts Creation Stand Alone 160 Create Batch Classes&Release Scripts 40 FYI Image 40 161 Publish Batch Classes&Release Scripts 2 FYI Image 2 162 Test Batch Classes&Release Scripts 2 FYI Image 2 163 Export Batch Classes and Release Scripts 2 FYI Image 2 164 Kofax Ascent 4.0 Network Installation 165 Uninstali Standalone Kofax Ascent 4.0 4 FYI Image 4 166 Install Kofax Ascent 4.0 to Network File Server 8 FYI Image 8 167 Install Kofax Ascent 4.0 from Network Scan Stations(5 Total) 10 City of Kent 10 168 Import Batch Classes&Release Scripts 1 FYI Image 1 169 Configure Batch Class Network Release 4 FYI Image 4 170 Publish Batch Classes&Release Scripts 2 FYI Image 2 171 Test Scan Stations&Release Stations 16 FYI Image 16 FYI Image Confidential 111812000 y Page 2 I� ` Item Task Base Team FYI I Total I COK 172 Scan Documentation Meetings 173 Determine Format 16 City of Kent 16 174 Determine Admin Procedures 16 City of Kent 16 175 Create Scanning Procedures Document 40 City of Kent 40 176 Desktop Web Viewing Software Installation(40 Workstation Viewers Total) 177 Install Optika Software 20 FYI Image 3 178 Configure Software 20 FYI Image 3 179 Test Software 12 FYI Image 2 143 180 1.3.1.4.Training 181 Key Scan Operator Training(10 Total) 160 City of Kent,FYI Image 160 160 182 End User(Full Client and Web Client)(Training 40 Users Total) 64 City of Kent,FYI Image 64 64 183 Application Development Training 2 Administrators(Optika Off Site 1 class) 40 City of Kent 40 184 Software and Hardware Support Training 2 Administrators(Kofax Off Site) 40 City of Kent 40 185 Interface Development Training 1 Programmer(Optika Off Site 1 Class) 40 City of Kent 224 40 186 1.3.2. Phase II-Image Conversion 187 1.3.2.1.Implementation Plan 188 Image Conversion Implementation Meeting 169 Software Installation 2 City of Kent,FYI Image 2 2 190 Hardware Configuration 1 City of Kent,FYI Image 1 1 191 Testing 1 City of Kent,FYI Image 1 1 192 Validation 1 City of Kent,FYI Image 1 1 193 Client Deployment 1 City of Kent,FYI Image 1 1 194 User Training 1 City of Kent,FYI Image 1 1 195 Schedule 1 City of Kent,FYI Image 1 1 196 Image Conversion Implementation Document Development 40 City of Kent 40 197 Image Conversion Implementation Document delivery and Sign Off 2 City of Kent,FYI Image 2 10 2 198 1.3.2.2.Software Installation 199 Desktop Environment 200 Installation 201 Scanning Workstation Setups(e Total) 202 Install Win 98/NT OS 24 City of Kent 24 203 Configure Network Connectivity 12 City of Kent 12 204 Test Workstation 12 City of Kent 12 205 Scan Station Monitor Installations(6 Total) 206 Install Video Card 12 City of Kent 12 207 Configure Video Card 6 City of Kent 6 208 Test Video Card/Monitor 6 City of Kent 6 209 Adrenaline Card Installations(6 Total) 210 Install Adrenaline Card 0 City of Kent 0 211 Configure Adrenaline Card 0 City of Kent 0 212 Test Adrenaline Card 0 City of Kent 0 213 Scanner Installations(6 Total) 214 Install Canon DR 3020 Scanner 24 City of Kent 24 215 Configure Scanner 6 City of Kent 6 216 Test Scanner 6 City of Kent 6 217 Kofax Ascent 4.0 Stand Alone Installation(1) 218 Install Kofax Ascent 4.0 16 City of Kent 16 219 Configure Kofax Ascent 4.0 4 City of Kent 4 220 Create Batch Classes&Release Scripts 16 FYI Image 36 221 Test Kofax Ascent 4.0 2 City of Kent 2 222 Kofax Ascent 4.0 Network Installation 223 Uninstall Standalone Kofax Ascent 4.0 4 City of Kent 4 224 Install Kofax Ascent 4.0 to Network File Server 8 City of Kent 8 225 Install Kofax Ascent 4.0 from Network Scan Stations(6 Total) 12 City of Kent 12 226 Import Batch Classes&Release Scripts 6 FYI Image 1 227 Configure Batch Class Network Release 6 FYI Image 1 228 Publish Batch Classes&Release Scripts 6 FYI Image 2 229 Test Scan Stations&Release Stations 10 FYI Image 8 230 Create Scanning Procedures Document 24 City of Kent 24 231 Desktop Web Viewing Software Installation(20 Workstation Viewers) 232 Install Optika Software 10 FYI Image 10 233 Configure Software 10 FYI Image 10 234 Test Software 6 FYI Image 6 235 1.3.2.3.Existing Image Conversion 236 Develop Custom Conversion Program Using Laser Fiche Integration Kit 80 FYI Image 60 237 Bench Mark Tests 8 FYI Image 8 238 Install Conversion Workstations) 4 FYI Image 4 239 Install Custom Conversion Utility 2 FYI Image 2 240 Test ConversionWorkstation(s) 2 FYllmage 2 150 241 1.3.3.Phase III-Image Enable Permit Tracking System(KIVA) 242 1.3.3.1.Interface Design Document 243 Interface Design Document Meetings 244 Process for attaching existing images 6 City of Kent,FYI Image 6 6 245 Process for attaching new images 6 City of Kent,FYI Image 6 6 246 Description of interface to allow image viewing from KIVA application 6 City of Kent,FYI Image 6 6 247 Indexing scheme 6 City of Kent,FYI Image 6 6 248 Interface Design Document Development 40 City of Kent 40 249 Interface Design Document Delivery and Sign Off 2 City of Kent,FYI Image 2 2 250 1.3.3.2.Implementation Plan 26 251 Interface Design Implementation Meetings 252 Software Installation 2 City of Kent,FYI Image 2 2 253 Testing 1 City of Kent.FYI Image 1 1 254 Validation 1 City of Kent,FYI Image 1 1 -� 255 Client Deployment 1 City of Kent,FYI Image 1 1 256 User Training 1 City of Kent,FYI Image 1 1 257 Schedule 1 City of Kent,FYI Image 1 1 FYI Image Confidential 11/8/2000 / Page 3 i Item Task Base Team FYI Total COK 258 1.3.3.3. Software Installation 7 259 Desktop Viewing Software Installation(20 Workstation Viewers Total) 260 Install Optika Software 40 FYI Image 20 261 Configure Software 40 FYI Image 20 262 Test Software 20 FYI Image 10 263 Scanning Workstation Setups(5 Total) 50 264 Install Win 98/NT OS 20 City of Kent 20 265 Configure Network Connectivity 10 City of Kent 10 266 Test Workstation 10 City of Kent 10 267 Scan Station Monitor Installations(5 Total) 268 Install Video Card 10 City of Kent 10 269 Configure Video Card 5 City of Kent 5 270 Test Video Card/Monitor 5 City of Kent 5 271 Adrenaline Card Installations(5 Total) 272 Install Adrenaline Card 0 City of Kent 0 273 Configure Adrenaline Card 0 City of Kent - 0 274 Test Adrenaline Card 0 City of Kent 0 275 Install Kofax Ascent 4.0 from Network Scan Stations(5 Total) 10 City of Kent 10 276 Custom KIVA Integration Program 277 Integration 12 FYI Image 12 278 Testing 2 FYI Image 2 279 Documentation 4 City of Kent 4 280 Deployment 6 FYI Image 6 281 1.3.4. Phase IV•Image Enable Enterprise Resource Planning System(JD Edwards) 20 282 1.3.4.1. Interface Design Document 283 Interface Design Document Meeting 284 Finance 285 General Ledger 5 City of Kent,FYI Image 5 5 286 Budget Development 5 City of Kent.FYI Image 5 5 287 Accounts Payable 5 City of Kent,FYI Image 5 5 288 Purchasing 5 City of Kent,FYI Image 5 5 289 Fixed Assets 5 City of Kent,FYI Image 5 5 290 Accounts Receivables 5 City of Kent,FYI Image 5 5 291 Human Resources 292 Applicant Tracking 5 City of Kent,FYI Image 5 5 293 Employee Relations 5 City of Kent,FYI Image 5 5 294 Position Control 5 City of Kent,FYI Image 5 5 295 Classification and Compensation 5 City of Kent,FYI Image 5 5 296 Benefits 5 City of Kent,FYI Image 5 5 297 Payroll 5 City of Kent,FYI Image 5 5 298 Statement of Work 299 Process For Attaching New Images 5 City of Kent,FYI Image 5 5 300 Description of Interface To Allow Image Viewing From J.D.Edwards One World Application Screens 5 City of Kent,FYI Image 5 5 301 Indexing Scheme 5 City of Kent,FYI Image 5 5 302 Interface Design Document Development 24 City of Kent 24 303 Interface Design Document Delivery and Sign Off 2 City of Kent,FYI Image 2 2 304 1.3.4.2. Implementation Plan 77 305 Interface Design Implementation Meeting 306 Software Installation 2 City of Kent,FYI Image 2 2 307 Hardware Configuration 1 City of Kent,FYI Image 1 1 308 Testing 1 City of Kent,FYI Image 1 1 309 Validation 1 City of Kent,FYI Image 1 1 310 Client Deployment 1 City of Kent,FYI Image 1 1 311 User Training 1 City of Kent,FYI Image 1 1 312 Schedule 1 City of Kent,FYI Image 1 1 313 Interface Design Implementation Document Development 24 City of Kent 24 314 Interface Design Implementation Document delivery and Sign Off 2 City of Kent,FYI Image 2 10 2 315 1.3.4.3. Software Installation 316 Desktop Viewing Software Installations(40 Workstation Viewers) 317 Install Optika Software 80 FYI Image 40 318 Configure Software 80 FYI Image 40 319 Test Software 40 FYI Image 20 320 Project Management 321 Project Management City of Kent,FYI Image 700 700 322 323 Scheduled Weekly Meetings 324 Weekly Project Directors Meetings(Overview of Project Progress and Issues,30 Minutes) City of Kent,FYI Image 325 Weekly Team Lead Meetings(Members to be determined by current Phase and Tasks in progress,1 Hour) City of Kent,FYI Image TOTALS Hours FYI Image 2078 FYI Image Confidential 11/8/2000 r„ Page 4 7' r 5 u �_ s � u u � `c u O c — O j y C N N c6 U U y O U n u u E E u - v] o c a a °u c o v U ° s d p d '� u in yid C o -.°a <« `,.EUia chi d 1. � v � C O O O O O N N O O C O yj G 61f fA 69 69 fA b9 c:l CD O O O O O O O O O O o e � u u � k k W W 6N 69 Eoq 49 by N 69 FR 0 u Q C O O O N O O C O d O N N B C u w C C J i y N i y N B C 3 O C 3 ` d u m u m � u u m a cn w ec y c c 3 w oQ CIO o a n 3 c E E euo � m � � ❑ � � � � a c � Q � o 3 Qu �7 (1. 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Q 696a696ato60 sr>taw 69696969e»s>69w69 w ww (a(nw w ww w fa ea torfl w w tnOi Cl) M Cl) .- N O O o O N 0 0 0 O N O o N O 0O 0 LLOAA LO C O N t� � J a N N Oo E � ram+ Of cOi °D o°Q N O} C (D > >Um c m Q)i O =v L O U �@oyda OF�ro N 0 cm ° a_ p� � o c 0 w c ENcccc o m ' G co � � N mAcC Fc wU U cE j d C s E -aN o N O N w❑ xN 3 Q rA m m x 0 E cmm cmo U a 7 "IY Y > NA S LDJ OO A O[ C O 7 QQ T U oo 0 0 0 U m U) en nE (, uO UO) m LL oy E E U U 7 C U. (.0 0 C: FINAL - Exhibit F Compensation 2. Payment will be made for each project phase and based on the successful testing and acceptance of the deliverables outlined in Exhibit G Statement of Work&Deliverables.The listing below represents a summary for each project phase milestones. Pay Point Target Date Payment Amount Phase 1 -System Design June 30,2001 $ 218,274.42 EDMS System Design Document Completed EDMS Implementation Document Completed Software Installed,Configured and Operational Server Environment Sign Off Deployment Sign Off Documentation Sign Off Training Completed Phase 2-Conversion September 30,2001 $ 111,004.14 Image Conversion implementation Document Completed Images Conversion Sign Off Phase 3-KIVA Integration December 31, 2001 $ 98,959.69 Interface Design Document Completed Interface Design Implementation Document Completed Interface Software Installed, Configured and Operational Phase 4-J.D.Edwards Integration March 30,2002 $ 118,600.90 Interface Design Document Completed Interface Design Implementation Document Completed Interface Software Installed, Configured and Operational Total Compensation $ 546,838.15 City of Kent FINAL Exhibit G Statement of Work & Deliverables 1. PROJECT PURPOSE: The purpose of the project is to acquire an Enterprise Document Management System for the City of Kent, Washington. 2. OBJECTIVES: The objective of this contract is to enable the staff to improve quality and timeliness of customer services;provide for and improve disaster recovery for and safety of mission-critical documents through electronic storage;reduce reliance on paper flow for the large volume of business information;manage projected increases in customer volumes and services;facilitate providing new customer services e.g., Web-enable imaging and document management; streamline the City processes through imaging, and document management.. 3. PROJECT MANAGEMENT AND ORGANIZATION: The Contractor will report to the City's Contract Manager. The Contract Manager or his/her designee will review and approve all deliverables. 4. DELIVERABLES: Task Who Start Date End Date Project Kickoff FYI,COK 4/4/01 4/4/01 Meet the Players FYI, COK Discuss Roles FYI, COK Set up Committees FYI,COK Establish Reporting procedures FYI,COK Lay out schedule FYI, COK Review workspace FYI,COK Discuss Equipment FYI,COK Phase 1 - System Design Software Installation FYI,COK Hardware Configuration FYI,COK Testing FYI,COK Validation FYI,COK Client Deployment FYI,COK User Training FYI,COK Develop Schedule FYI,COK EDMS Software Design Document FYI,COK draft,review,modify EDMS Software Design Document City of Kent Approved Implementation Plan,Meetings FYI, COK Implementation Plan Document FYI Drafted Implementation Plan Approved City of Kent FINAL Task Who Start Date End Date SQL Server,Request Broker,Info Broker, Storage Server Installed, OS Ready and Network Connectivity Verified City of Kent Install SCSI card,Test,and Configure Jukebox/Extemal Optical Storage FYI Install,Configure and Test Optika Software on all servers. FYI Draft Administrative Procedures Document for Optika Operations FYI Create Test Application and Gallery Definitions FYI Build Bar Code definitions for Patch Code Pages FYI Test Scan and Retrieval Processes FYI Test Web Client&Print and Email FYI Server Environment Testing Completed FYI, COK Create Production Environment Filer Application&Galleries FYI Create and Publish Batch Classes, Storage Classes, Galleries,and User Groups FYI Test scanning(scan to retrieval) FYI Modify and change Administrative Procedures Document as needed. FYI Production Environment Ready FYI,COK Refine NT User Group Access to Galleries and Gallery Settings FYI,COK Refine Batch and Ad-Hoc scanning procedures&classes, FYI Create and Test Email distribution Lists for Optika Files City of Kent Deployment Plan Tested and Signed Off FYI,COK Rollout Support FYI Develop Custom Training Curriculum for Optika and eCapture FYI Compile Documentation and Publish City of Kent City of Kent FINAL Task Who Start Date End Date Training Documentation Completed and Signed Off FYI, COK Install,Configure and Test Scanning Stations(eCapture)for Testing and Production FYI Meetings to Determine Batch Classes&Scripts FYI,COK Create and Publish Batch Classes and Release Scripts FYI Scan Documentation Meetings City of Kent Draft Scanning Procedures Document City of Kent Application Development Training Optika Administrator Training Completed (off-site Colorado Springs) City of Kent Scanning and Hardware Support Training for 2 Administrators for eCapture(on-site) FYI Scanning Operator Training Completed(on-site) FYI, COK End-User Training Completed FYI, COK GO LIVE-City Clerk FYI, COK 06/30/01 GO LIVE-Police/Corrections FYI, COK 06/30/01 GO LIVE-Police/Records FYI,COK 06/30/01 GO LIVE-Public Works FYI,COK 06/30/01 GO LIVE- Community Development FYI, COK 06/30/01 GO LIVE- Central Scanning Station-City Hall FYI,COK 06/30/01 GO LIVE- Central Scanning Station-Centennial FYI,COK 06/30/01 Phase 2 - Image Conversion Image Conversion Meetings FYI, COK Programmatic Conversion Approach defined, and documented. for images with complete database index entries. FYI,COK Conversion Approach defined and documented for TIFF images within the image database,but are cross- indexed. FYI,COK City of Kent FINAL Task Who Start Date End Date Conversiion Approach defined and documented for PDA images with index entries in the database but are externally stored on optical media. FYI,COK Image Conversion Implementation Document draft,review,modify FYI, COK Image Conversion Implementation Document Approved FYI,COK Custom Conversion Program Developed and Tested FYI Bench Mark Testing Completed FYI Install,Configure,Test Conversion workstation FYI Quality Control Tests Developed FYI,COK City Clerk Conversion Completed City of Kent 09/30/01 Police-Corrections Completed City of Kent 09/30/01 Police-Records RAW TIFF Completed City of Kent 09/30/01 Police-Records Completed City of Kent 09/30/01 Community Development Completed City of Kent 09/30/01 Public Works Completed City of Kent 09/30/01 Phase III- Image Enable Permit Tracking System (KIVA) Interface Design Team Meeting (KIVA) FYI,COK Interface Design Document draft, review,modify FYI,COK Process for Attaching New and Converted images FYI,COK Image Viewing Design Developed FYI,COK Indexing Scheme Designed FYI,COK Indexing Scheme Reviewed, modified FYI,COK Interface Design Document Completed FYI, COK Interface Implementation Plan - Document drafted,reviewed, modified FYI,COK City of Kent FINAL Task Who Start Date End Date Interface Implementation Plan Completed FYI,COK Install,Configure and Test and deploy Custom Integration Software FYI End-User Training City of Kent Deployment Completed FYI,COK 12/31/01 Phase IV - Image Enable JD Edwards Interface Design Team Meeting(JD Edwards) FYI, COK Finance-General Ledger Screens Defined FYI, COK Finance-Budget Development Screens Defined FYI, COK Finance-Accounts Payable Screens Defined FYI, COK Finance-Purchasing Screens Defined FYI, COK Finance-Fixed Assets Screens Defined FYI, COK Finance-Accounts Receivable Screens Defined FYI,COK HR-Applicant Tracking Screens Defined FYI,COK HR-Employee Relations Screens Defined FYI,COK HR-Position Control Screens Defined FYI,COK HR-Classification&Compensation Screens Defined FYI,COK HR-Benefits Screens Defined FYI,COK HR-Payroll Screens Defined FYI,COK Interface Design Document to allow Image Viewing from JDE Oneworld screens;draft,review,modify FYI,COK Indexing Scheme Designed FYI, COK Indexing Scheme Reviewed, modified FYI,COK Interface Design Document Completed FYI,COK City of Kent FINAL Task Who Start Date End Date Interface Implementation Plan Document drafted, reviewed, modified FYI, COK Interface Implementation Plan Completed FYI, COK Install, Configure and Test Optika Software FYI Deployment Completed FYI, COK 03/30/02 City ofKent FINAL Exhibit H Optika Software Maintenance Agreement City ofKent Optika Software License Agreement Version: July 1999 Important: READ CAREFULLY BEFORE INSTALI-ING OR USING THE SOFTWARE THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS,DOCUMENTATION AND OTHER MATERIP (COLLECTIVELY REFERRED TO AS THE"PRODUCT")THAT BELONG TO OPTUI A INC. THE USE OF WHICH IS SUBJECT TO i t-TS SOFT":' LICENSE AGREEMENT ("AGREZ%MN-r). BY INSTALLING ANY OF THESE COMPUTER PROGRAMS("SOFTWARE"),YOU AND IM BUSINESS ENTITY,IF ANY,ON BEHALF OF WHICH YOU INSTALL AND USE THE SOFTWARE(COLLECTIVELY,"LICENSEE"')AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO TI$E TERMS AND CONDITIONS OF THIS AGREEMENT,LICENSEE MAY NOT INSTALL OR USE THE SOFTWARE,BUT LICENSEE MAY RETURN THE SOFTWARE(UNUSED),THE ENCLOSED COPY PROTECTION DEVICE,ALL MANUALS AND DOCUMENTATION,ALONG WITH PROOF OF PAYMENT TO THE PLACE LICENSEE OBTAINED THEM FROM W MUN THIRTY(30)DAYS OF THE DATE OF PURCHASE FOR A FULL REFUND, WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE PRODUCT MAY INCLUDE SOFTWARE FOR WHICH LICENSEE HAS NOT PURCHASED A LICENSE. LICENSEE• IS AUTHORIZED TO INSTALL AND USE ONLY THE PORTION OF THE SOFTWARE FOR WHICH LICENSEE 8AS PURCHASED A LICENSE AND THE APPLICABLE LICENSE FEES HAVE BEEN RECENED BY OPTIKA OR ITS AUTHORIZED REPRESENTATIVE("LICENSED SOFTWARE"), LICENSEE MAY NOT INSTALL OR USE ANY PRODUCT THAT IS NOT LICENSED SOFTWARE. LICENSEE'S INSTALL.ATION OR USE,FOR ANY PURPOSE,OF ANY PRODUCT THAT IS NOT LICENSED SOFTWAJM MAY BE AN INFRINGEMENT OF THE RIGHTS OF OPTIKA AND ITS SUPPLIERS,AND MAY SUBJEC"LICENSEE TO SEVERE CIVIL AND(IRZ4I vAL LIABILITY. 1.Liceme Grant Subject to the terms and conditions of this Agreement.Optika grants Licensee a limited,non transferable,non-sublicensable,non-exclusive license to install and use the Licensed Software(in object code form) and the do-mmentation and other accompanying items. No rights or licenses with respect to the Product are granted other than those rights expressly granted in this Agreeaunt Z.Perunit-.ed Uses. Licensee may only install and use the Licensed Software for Licensee's internal data processing requiremruts and in accordance with the applicable user documentation. Licensee is only authorized to use the Licensed Software with the number and type of connections, clients and modules that Licenmo can demonstrate was authorized in the purchase documentation for the Licensed Software. The authorized number and typo of concurrent connections,clients and modules varies depending,upon the amount of license fees paid and may not be changed without the express,prior written authorization of Optika and payment of the applicable additional license fees. Licensee may make one(1)copy of the Licensed Software in object code form for back-up purposes only;provided that Licmisee maintains possession of such backup copy. The backup copy shall be subject to the teams and conditions of this Agreement. Licensee may physically transfer the Licensed Software to another computer subject to the foregoing limitations on authorized connections,clients and modules. 3. Ownei-chip of Products. Optih and its licensors retain all title to and,except as expressly and unambiguously licensed herein,all rights and interest in(i)the Product, all copies and derivative works thereof(by whomever produced',and all related documentation and materials, and(ii)an copyright rights,patent rights,trade secret rights and all other intellectual property and proprietary rights anywhere in the world m the Product The Licensed Software is licensed to Licensee and is uoc sold. 4.Restrinions and Cooperation. Licensee shall not(and shall not allow any third party to)(t7 decompife, disassemble,or otherwise:reverse eagineer or attempt to reconstruct or discover any source code,or underlying ideas or algorithms of the Product(except to the extent expressly permitted under applicable law),(ii)provide, lease,lead,use for timesharing or service bureau purposes or otherwise use or allow others to use the Product to or for the benefit of third parties,(tit')except as specified in the applicable user documentation,modify.incorporate into or v*&other software or create a derivative work of any part of the Product,(iv)disseminate performance information or analysis from any source relating to the Product;or(v)remove any product identification,copyright notice or ocher proprietary legend from the Product. Licensee agrees to cooperate with Optika and its licensors in connection with their efforts to protect their copyright and other legal rights in the Product Optika may,from time to time; implement security measures for the Product,and Licensee skull cooperate with such measures and be responsible for instz!'ing upgrades that include such measures. Optiika may also implement measures for storing and retrieving statistics and information that relate to Licensee's use of the Product,and Licensee shall cooperate with such measures. 5. Software Development Kit. The following applies only if ibe Licensed Software includes a software program designates by Optika as a'Software Development Kit' (the"SDK"). All of the terms and conditions of this A.greemem that apply to Licensed Software apply to Licensee's use of the SDK Subject to the foregoing,Licensee may use the SDK to develop applications incidental to,or associated with,Licensee's authorized use of Licensed Software. Licensee may not use the SDK to(i)duplicate,modify,enhance or develop any derivative work of any portion of the Software,(iij incorporate or embed any portion of the Software'within any development made by Licensee,or(iii)make any development that substantially duplicates the f inctianali'ny of any portion of the Software. Subject to Opn'ka's rights in the Product,all developments that are made solely by Licensee using the SDK shall be the property of Licensee. In no event may the SDK be used to access functionality of any Product other than Licensed Software unless a separate License Agreement expressly authorizing such use is first obtained. 6_Further Obligations. Licensee agrees that it will not make any development using the SDK that incorporates,in whole or in part,any functionality or programming code of any kind in which a third party has any intellectual property rights,unless Licensee has obtained the express consent of such third party to Licensee's use. Licensee is responsible for all damages and liabilities incurred by Optika arising,directly or indirectly,out of Licensee's developments made through use of the SDK. Licensee shall defend,indemnify and hold Optika harmless from and against arrr and all claims,damages,liabilities,costs and expenses(including attorneys fees)arising out of Licensee';breach of its obligations under this Agreement,or an infringement of any third party copyright,patent or trade secret by a development xnade by Licensee. 7.Term. This Agreement will become effective on the date Licensee first installs any Licensed Software and will remain in force until terminated. Licensee may terminate this Agreement at any time by destroying the Product together with ail copies. This Agreement shall also automatically terminate if Licensee breaches any of the terms or conditions of this Agreement. Licensee agrees to destroy the original and all adaptations or copies of the Product; or to return them to Optika,inimeduately upon termination of this Agreement for any reason. 8.Confrcentiality. Licensee acknowledges that the Product contains valuable trade secrets of Optika and other information proprietary to Optika and its licensors. Licensee shall•(i)keep confidential such trade secrets and proprietary information,including without limitation all information concerning ideas and algorithms related to the Product;(ii)disclose such infor=tion only to its employees and agents to the extent required ro use the Licensed Software under the terms of this Agreement,and(iii)bind its employees,consultants,agents and other third parties in wntin;;to maintain the confidentiality of such trade secrets and proprietary information and not use or disclose such information except as permitted in this Agreement 9.Limited Warranty and Disclaimer. 9.1 Limitee3 Warranty of Conformity. Opuka warrants to Licensee for a period of ninety(90)days from the date of installation(the "Warranty Period")that the Licensed Software as delivered will conform mbstanbaliy to Optika`s then curmu published functional sp"idcations set forth u,. d.= entation for the Soft—are ("Published Product Specifications"),if the Licensed Software is properly installed on approved computers and operated as contemplated in its documentation. In the event or any nonconformity,Optilca(o. :.�dune,.;^.ry,it its sole discretion.either(i)remedy the nonconformity within a reasonable period after notice and verification thereof,or(it)refnna the amount paid by Licensee for the Licensed Software and terminate this Agreement and the license gr:umted herein;provided,however,that Licensee shall rt-W=of all copies of the Product to Optika(or its designee)before it shall be entitled to receive any such refund. THIS SECTION 9.1 STATES LICENSEE'S SOLE REMEDY FOR A BREACH OF THE LIMITED WARRANTY OF THE PRODUCT. 9.2 Disclaimer of Othcr Warranties. EXCEPT AS SET FORTH IN SECTION 9.1,THE PRODUCT IS PROVIDED "AS IS"WITHOUT ANY WARRANTY OF ANY KIND INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND NON- IINTRINGEMENf. OPTIKA DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. OPTIKA DOES NOT WARRANT,GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE,OR THE RESULTS OF THE USE OF THE PRODUCT INCLUDING, WITHOUT LD-OTATION,THE CORRECTNESS,ACCURACY OR RELIABILITY OF SUCH USE OR RESULTS. LICENSEE ACKNOWLEDGES AND AGREES THAT OPTIKA IS NOT RESPONSIBLE FOR AM)WILL HAVE NO LIABILITY FOR HARDWARE,LICENSED SOFTWARE,OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OTHER THAN OPTIKA. 10.L tnitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT,TO THE MAXIMUM EXTE.-Tr PERMITTED BY LAW,OPTIKA WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR(1)ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID BY LICENSEE FOR THE LICENSED SOFTWARE OR(11)ANY LOST DATA OR OTHER SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER,INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF GOODWILL,WORK STOPPAGE,COMPUTER FAILURE OR MALFUNCTION,LOSS OF DATA,OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES,EVEN IF OPTIKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,OR(III) THE COST OF PROCURING SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLIC4.BLE LAW. 11.Export. Licensee represents,warrants and agrees that it will not,directly or indirectly,export,re-export or transmit the Product or any part thereof to any country in which such export,re-export or transmission is restricted by any applicable U.S.regulation or statute,or to Cuba,Libya,North Korea,Iraq Iraq,Rwanda or Serbia or to any Group D:1 or E:2 country(or any national of such country)specified in the current NOI to Part 740 of the U.S. Export Administration Regulations(or any successor regulations or supplement)without the prior written consent of both Oprika and,if required,of the Bureau of Export Administration of the U.S.Department of Commerce,or such Other 17orvcrumerazi entity as znay have jurisdiction over such export or transmission. 12.Miscellaneous. A party's failure to exercise,or delay in exercising any rights hereunder Will not be deemed to be a waiver of such right, If any provision of this Agreement shall be held by any court of competent jurisdiction ro be unenforceable or invalid,that provision shall be limited or eliminated to the minimum extent necessary so that this Agr:ement shall otherwise remain in full force and effect and enforceable. This Agreement shall be construed pursuan:to the laws of the State of Colorado and the United States without regwd to conflicts of laws provisions thereof and without regard to the United Nations Convention on Authority for the International Sale of Goods. License:irrevocably submits to the jurisdiction of any state or federal court sitting in the State of Colorado,United States of America,and coasentS to venue in such forum with respoor to any action or proceeding that relates to this Agreemeut No amendzt=to or modification of this Agreement will be binding unless in writing and signed by a duly authorized officer of Optiika. The provisions of Sectious 3,4,6,7, 8,9, 10 and 12 shall survive ter nination of this Agreement. This Agreemznt is in the English lsatuag-only,which language shall be controlling and any revision of this Agreement in any other language shall not be binding. Both parties agree that this Agreement is the complete;nd exclusive staterwnt of the mutual understanding of the parties and supersedes and cancels all previous written and oral aypv:--ica= =;z=unicadons relating to the subject matter of this Agreement NO VENDOR, DISTRIBUTOR,DEALER,RETAILER,SALES PERSON OR OTTMR PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE A—NY WARRANTY,REPRESENTATION OR PROMISE WHICH IS DIF1 M' rl T THAN, OR IN ADDITION TO,THE REPRESENTATIONS OR PROWL SES IN THIS AGREEMENT. Optika Software License Agreement Version:July 1999