Loading...
HomeMy WebLinkAboutTHOMSON ELITE 1 THOMSON * ELITE INSURANCE NOT REQUIRED WORK MAY PROCEED CLEHK OF COUNCIL DATF'MAX 8 2008 o CAe"c-) jlnd),'Yn Go~J''\\)'0 This CUSTOMER AGREEMENT (the "Agreement") is entered into between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California with a place of business at 20 Civic Center Plaza (M-29), PO. Box 1988, Santa Ana, CA 92702 ("Customer"), and Thomson Elite, a division of West Publishing Corporation ("Thomson Elite"), this 7th day of April, 2008 (the "Effective Date"). The attached Addenda and Exhibits are incorporated into this Agreement as if fully set forth herein. Customer Agreement 1. Software License 1.1. Grant. Upon the payment of the license fees set forth herein, Thomson Elite grants Customer a non-exclusive, non- transferable, limited license to use, and to allow its partners, shareholders, members and employees to use, the software listed in Exhibit A hereto, in object code only (the "Licensed Software") for the number of Seats identified in Exhibit A In the event Customer elects to license Westlaw Legal Calendaring Rules from Thomson Elite hereunder, Thomson Elite further grants to Customer a non- exclusive, non-transferable, limited license to use, and to allow its partners, shareholders, members and employees to use, on a year- to-year basis (an "Annual Subscription") beginning on Installation (as defined in Section 7.1 of the Statement of Work), the Westlaw Legal Calendaring Rules set forth in Exhibit A (the "Westlaw Legal Calendaring Rules"), contingent upon the payment of the Annual Subscription Fee set forth in Exhibit A, which fee Thomson Elite may increase for subsequent years upon written notice, for the number of Seats identified in Exhibit A Such Annual Subscription shall automatically renew for successive one year terms, unless terminated by either party by giving the other party sixty (60) days written notice prior to the end of the existing term. The Licensed Software and the Westlaw Legal Calendaring Rules, if licensed hereunder, are hereinafter collectively referred to as the "Software." Any Software User Manuals, modifications or alterations to the Software or other related materials provided hereunder shall be deemed incorporated into the Software for the purposes of the provisions of this Agreement regarding license, restrictions on use, confidentiality and infringement indemnification. A "Seat" is defined as an active log,in to the Software. Access to the Software may be made from any workstation connected to the network, including remote workstations, and such Seat license may have more than one copy to allow flexible use from different workstations. 1.2. Copying. Customer may make copies of the Software for backup purposes only. Each copy made by Customer must include the copyright/proprietary rights notice(s) embedded in and affixed to the Software. 1.3. Other Restrictions. Customer may not loan, lease, distribute or transfer the Software or copies thereof to third parties, nor reverse engineer. decompile, disassemble or otherwise attempt to discern the source code of the components of the Software. Customer may not use the Software, nor allow the Software to be used, to provide data management or processing services for third parties. Customer is limited to the number of Seats set forth in Exhibit A Customer may not reproduce all or any portion of the Software (except as expressly permitted in this Agreement), or modify, translate or otherwise create derivative works of the Software. Customer agrees to notify its employees and agents who may have access to the Software of the restrictions contained in this Agreement and to ensure their compliance with these restrictions. 2. Other Licenses. The Software may be used to access and use various West Publishing Corporation products and services, including Westlaw ("West Services"). All access to and use of such Ver. 7 Feb 2008 A-2008-065 West Services by means of the Software, including any charges for such access and use, will be governed by the terms of the applicable West Publishing Corporation user agreement. 3. Title. Customer hereby acknowledges and agrees that all right, title and interest in and to the Software, the Software User Manual and any other related materials, including without limitation any copies, modifications, alterations or derivative works thereof, and any existing or future copyrights, trade secrets and other proprietary rights embodied therein, are or shall be, and shall remain, vested solely in Thomson Elite, and Customer shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Except as expressly permitted herein, Customer covenants and agrees that it shall make no use of the Software, the Software User Manual or any other related materials without Thomson Elite's prior written consent. 4. Fees and Expenses. 4.1 Fees payable by Customer will consist of license fees for the Licensed Software ("License Fees"), the Annual Subscription Fee for the Westlaw Legal Calendaring Rules, if any, fees for Services ("Services Fees") and the Annual Maintenance Charge. 4.2 License Fees and Annual Subscription Fees. The License Fees and Annual Subscription Fee, if any, for the first year are set out in Exhibit A and shall be payable in accordance with Exhibit A. For subsequent terms, the Annual Subscription Fee, if any, shall be payable annually in advance. Thomson Elite reserves the right to increase the Annual Subscription Fee for subsequent terms and shall give Customer advance notice of such increases. The License Fees and the Annual Subscription Fee, if any, set forth in Exhibit A were based upon the number of professionals set forth in Exhibit A. If the Customer's number of professionals increases above the limit set forth in Exhibit A, Customer will be required to pay additional License Fees and an increased Annual Subscription Fee, if applicable,to use the Software. 4.3 Services Fees. The implementation, consulting, training, conversion, enhancement and other services to be provided to Customer by Thomson Elite hereunder are set forth in Exhibit A or any applicable amendment thereto (collectively, the "Services"). Such Services shall be provided in accordance with the Services Addendum attached hereto as Exhibit B. The Services Fees are set out and shall be payable in accordance with Exhibit A or any applicable amendment thereto. 4.4 Maintenance Charges. Thomson Elite will provide maintenance and support services for the Licensed Software in accordance with the Maintenance Addendum set out in Exhibit C hereto ("Maintenance Services"), for the Annual Maintenance Charge. Maintenance Services for the Westlaw Legal Calendaring Rules are included in the Annual Subscription Fee and shall be provided in accordance with the Maintenance Addendum. Maintenance Services for the Software shall commence upon Installation (as defined in Section 6.1 of the Statement of Work). The Page 1 of 17 THOIVISON * ELITE Annual Maintenance Charge for Maintenance Services in respect of the Licensed Software for the first year is set forth in Exhibit A and shall be payable as set forth in Exhibit A. Maintenance Services for the Licensed Software shall automatically renew for successive one year terms, unless terminated by either party by giving the other party thirty (30) days written notice prior to the end of the existing term For subsequent terms the Annual Maintenance Charge shall be payable annually in advance. Thomson Elite reserves the right to increase the Annual Maintenance Charge for subsequent terms and shall give Customer advance notice of such increases 4.5 Taxes. Thomson Elite fees are exclusive of sales, use, ad valorem, personal property and other taxes, which are the sole responsibility of Customer. 4.6 Expenses. All reimbursable costs consisting of but not limited to reasonable travel, accommodation and related incidental expenses incurred in providing the Services are the responsibility of Customer and shall be payable upon receipt of invoice from Thomson Elite. 4.7 Invoices and Payment. Customer will pay all invoices in full within 30 days from the date of invoice, subject to City accounting procedures. If full payment is not made, Customer may be charged up to the maximum legal interest on any unpaid balance. Thomson Elite may withhold and/or delay delivery of software or services, including without limitation Maintenance Services, if Customer fails to comply with this Section 4. Invoices are to be addressed to: Indhira Gagnon City Attorney Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 5. Confidential Information. 5.1 Thomson Elite acknowledges in the course of providing services at Customer's site(s) that Thomson Elite may have access to Customer's client list, information belonging to or pertaining to Customer's clients, Customer's billing information and practices and financial records that constitute Customer's confidential information ("Customer Confidential Information"). Thomson Elite will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement Thomson Elite will not permit any third party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customization, Installation or implementation of the Software. 5.2 Customer acknowledges and agrees that the Software constitutes a valuable proprietary product of Thomson Elite and that the Software, together with the terms of this Agreement, shall be referred to as the "Thomson Elite Confidential Information." Ver. 7 Feb 2008 Customer will take reasonable steps to ensure that the Thomson Elite Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Customer will not permit any third party access to, in any manner, the Thomson Elite Confidential Information, except as provided in this Agreement 6. WARRANTIES, REMEDIES AND LIMITATION OF LIABILITY. 6.1 Warranty. Thomson Elite warrants that for the period ending ninety (90) days after Live Operation (the "Warranty Period") the Licensed Software will substantially conform to the Software User Manual. "Live Operation" shall mean the first date when Customer commences production use of any of the Licensed Software in accordance with the Statement of Work. Thomson Elite does not warrant the results produced by Westlaw Legal Calendaring Rules. It is Customer's responsibility to check the results of the Westlaw Legal Calendaring Rules date calculations against the actual court rules. 6.2 Thomson Elite will not be responsible to the extent that the Licensed Software fails to perform as warranted due to one or more of the following (collectively the "Excluded Items"): (1) the malfunction of software not provided by Thomson Elite, (2) the malfunction of hardware, (3) Customer's negligence or fault, (4) Customer's failure to follow the instructions set forth in the Software User Manual, (4) material changes in the operating environment not authorized by Thomson Elite, (6) modifications to or changes in the Software not made or suggested by Thomson Elite or (7) Customer's failure to implement and maintain a proper and adequate backup and recovery system for the Thomson Elite database or user files. If Thomson Elite discovers that a failure is caused by one or more Excluded Items, Thomson Elite reserves the right to charge Customer for its work in investigating such failure. At Customer's request and at a fee to be agreed upon, Thomson Elite will thereafter assist Customer in resolving such failure. It is Customer's responsibility to develop and implement a proper and adequate backup and recovery system. THE LIMITED WARRANTIES IN SECTIONS 6.1 AND 7.1, AND IN SECTION 3 OF THE SERVICES ADDENDUM, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES THOMSON ELITE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Thomson Elite does not warrant the level of performance of the Software or that earlier versions superseded by new versions (whether or not distributed to Customer) will continue to be capable of access to and use with West Publishing Corporation services. 6.3 Remedies. Customer shall have the following remedies: 6.3.1 Termination for Breach. In the event that Thomson Elite materially breaches any of its obligations under this Agreement prior to or during the Warranty Period, including breach of a warranty or warranties provided herein, Customer may terminate this Agreement as provided in this Section 6.3.1. No termination shall occur unless Thomson Elite has been given written notice of the breach and fails to cure the breach, or to submit, to Customer's reasonable satisfaction, a plan for cure, within thirty days of receipt of Page 2 of 17 THOIVISON . ELITE notice. Upon such termination, Thomson Elite shall provide a refund as provided in Section 6.3.2. 6.3.2 Refund Upon Termination. Upon termination by Customer pursuant to this Section 6.3, Thomson Elite will refund to Customer all License Fees, the Annual Subscription Fee, if any, and the pro rata portion of any prepaid Annual Maintenance Charges received by Thomson Elite as of the date of termination upon return of the Software. IN NO EVENT SHALL CUSTOMER BE ENTITLED TO A REFUND OF ANY SERVICES FEES OR EXPENSES 6.4 Exclusive Remedies. The remedies in Sections 6.3 and 71 (and if attached hereto, in the Services Addendum and/or the Maintenance Addendum) are Customer's exclusive remedies and are in lieu of all other legal or equitable remedies and all liabilities or obligations on the part of Thomson Elite for damages (except for bodily injury) arising out of, relating to, or in connection with this Agreement, including, but not limited to, the licensing, delivery, Installation, use or performance of the Software or the integration of the Software with other software or hardware. 6.5 Limitation of Liability. In no event shall Thomson Elite's, or its officers', employees', suppliers', directors', parent's, affiliates' or subsidiaries,' liability to Customer arising out of or related to this Agreement, or the licensing, delivery, use or performance of the Software or services provided under this Agreement or any breach of this Agreement, whether based on an action or claim in contract or tort, including negligence, strict liability or warranty, except liability for bodily injury: (i) from the Effective Date through the end of the Warranty Period, exceed the License Fees, Annual Subscription Fee, if any, and the pro rata portion of any prepaid Annual Maintenance Charges received by Thomson Elite hereunder; (ii) after the Warranty Period, exceed the sum of the Annual Subscription Fee, if any, and the Annual Maintenance Charge for the year in which the claim arises; and (iii) under any amendment to this Agreement, exceed the amount payable by Customer pursuant to such amendment. In no event will Thomson Elite be liable for any lost profits or other damages, including indirect, incidental, exemplary, special or consequential damages arising out of this Agreement or the use of the Software licensed hereunder, even if Thomson Elite has been advised of the possibility of such damages. 7. Indemnification. 7.1 Infringement Claims. Thomson Elite represents and warrants that it has sufficient right and interest to grant the rights herein. At its sole expense, Thomson Elite shall defend, indemnify and hold Customer harmless from copyright, trade secret and U.S. patent infringement claims based upon the Licensed Software in the form delivered by Thomson Elite, including paying any judgment, attorney fees, costs and expenses associated with such claim. 7.2 Without limiting its obligations under Section 7.1, in the event a claim of infringement or misappropriation is made against Thomson Elite or Customer with respect to the Licensed Software, Thomson Elite, for the purpose of settling such claim, may, at its option, in respect of such allegedly infringing Licensed Software: (i) substitute fully equivalent non-infringing software; or (ii) modify the Licensed Software so that it no longer infringes but remains functionally equivalent. VeL 7 Feb 2008 If, as a result of such claim, Customer or Thomson Elite is permanently enjoined from using the Licensed Software by a final, non-appealable decree from a court of competent jurisdiction, Thomson Elite will take one or both of the actions set forth in (i) and (ii) above or will obtain for Customer at Thomson Elite's expense the right to continue to use the Licensed Software. If none of these options can be accomplished in a reasonable time or are not commercially reasonable, Thomson Elite will refund to Customer the License Fee paid as amortized over a 60 month period from the Effective Date upon return of the Licensed Software 7.3 Thomson Elite's obligation to indemnify Customer pursuant to this Section 7 is contingent upon Thomson Elite being given prompt notice and control of, and detailed information with regard to, any such claim, suit or proceeding. Customer shall have the right to participate at its own cost in the defense of any such claim or action through legal counsel of its choosing. Customer shall not settle any such claim or action without Thomson Elite's prior written consent. 7.4 This Section 7 contains the entire warranty by Thomson Elite and the exclusive remedies of Customer with regard to any claimed infringement arising out of or based upon the Licensed Software used by Customer. 8. Term and Termination. This Agreement will continue in effect until terminated as provided herein. Termination of Maintenance Services shall not automatically terminate this Agreement. Thomson Elite may terminate this Agreement upon giving thirty (30) days written notice of termination to Customer if Customer commits a material breach of this Agreement and fails to cure such breach during the notice period. Customer may terminate this Agreement for cause only as provided in Section 6 above. Upon termination of this Agreement for any reason, the license granted to Customer and all other rights granted to Customer under this Agreement shall immediately cease and Customer shall immediately return to Thomson Elite, or certify the destruction of, all copies of the Software and related Software User Manuals in Customer's possession. Customer may terminate the license to the Westlaw Legal Calendaring Rules, if any, by giving written notice prior to the end of the then current Annual Subscription term, and upon such termination, Customer shall immediately return to Thomson Elite, or certify the destruction of, all copies of the Westlaw Legal Calendaring Rules and related manuals and documentation in Customer's possession. 9. Limitation of Claims. Except for claims relating to the Software Fees or improper use of the Software, no claim, regardless of form, which in any way arises out of this Agreement, may be brought more than one year after the basis for the claim becomes known to the party desiring to assert it. 10. General Provisions. 10.1 Effect of Agreement. This Agreement (including the exhibits hereto) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Any amendment must be in writing and signed by both parties. Page 3 of 17 .. THOIVISON * ELITE 10.2 Force Majeure. Thomson Elite shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like, 10.3 Notices. Except as otherwise provided herein, all notices must be in writing to Thomson Elite, c/o Thomson Elite, 5100 West Goldleaf Circle, Suite 100, Los Angeles, CA 90056, Attention: Contracts Administration, and to Customer at the address first set forth above 10.4 General Provisions. This Agreement will be governed by and construed under the law of the state of California, U,S.A without regard to conflicts of law provisions, Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Customer without Thomson Elite's prior written consent. Any attempt to assign or transfer in violation of this Section shall be null and void, Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 10.5 Export. The Software and its related Software User Manual may not be exported outside of the United States and Canada, 10.6 U.S. Government Restricted Rights, Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer- Restricted Rights clause at FAR 52,227-19 when applicable, or in subparagraph (c)( 1 )(ii) of the Rights in Technical Data and Computer Product clause in DFARS 252,227-7013, or in subdivision (c)(1) and (c)(2) of the Commercial Computer Product - Restricted Rights clause at 48 CFR 52,227-19, as applicable, and in similar clauses in the NASA FAR Supplement. 10.7 Survival, Sections 4,5, 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement. CUSTOMER HEREBY CERTIFIES THAT THE PERSON SIGNING THIS AGREEMENT ON ITS BEHALF IS AUTHORIZED TO DO SO AND THAT CUSTOMER, ACTING THROUGH SUCH PERSON OR ITS OTHER AUTHORIZED REPRESENTATIVE(S), HAS CAREFUL Y READ AND AGREES WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY PROVISIONS SET FORTH IN SECTION 6 AND THE PAYMENT PROVISIONS SET FORTH IN THE SOFTWARE AND FEES SCHEDULE ATTACHED HERETO AS EXHIBIT A. Ver 7 Feb 2008 CITY OF S~A~JA . Sig"''"~~f~ NAME: V DAVID N, REAM Title: City Manager Date S- P-I C8 ~. / ~~- W'j - PA TRICIA E, HEALY, Clerk of the Council k7 \, \J APPROVED AS TO FORM JOSEPH W, FLETCHER City Attorney By:~~,~a Jt ~, 7 ur heedy Assistant City Attorney THOMSON ELITE ~ Slgnature~ Name (please print) ~ ~I( Tit.~~~-f Date -4- ~ . Page 4 of 17 THOIVISON * ELITE EXHIBIT A - SOFTWARE AND FEES SCHEDULE The License Fees set forth in this Exhibit A are due and payable as follows: 100% upon delivery of Software (which is defined as the day Thomson Elite provides Customer with a functioning link enabling Customer to access the Software) The conversion (if bundled) Service Fees set forth in this Exhibit A are due and payable as follows: 50% upon delivery of Software (which is defined as the day Thomson Elite provides Customer with a functioning link enabling Customer to access the Software) 50% upon completion of Training and Conversion services The other Services Fees set forth in this Schedule shall be billed monthly as performed Annual Maintenance Charges for the first year and the Annual Subscription Fee, if any, for the first year shall be billed upon Software Installation. Should Customer delay their implementation of the additional Software beyond one (1) year of the Effective Date, Customer shall pay, at the end of such one (1) year period, the implementation service fees at Thomson Elite's then current service rate. 2 Service dates that are cancelled by Customer less than 10 business days prior to scheduling will be billed to the Customer at 50% of Thomson Elite's costs. In addition, any non-refundable travel expenses will be charged to Customer. VeL 7 Feb 2008 Page 5 of 17 THOMSON * ELITE Exhibit A (Cont'd.) CITY OF SANTA ANA January 16, 2008 Thomson Elite Confidential Information Qtyl Annual Hours Rate Total Maint. SOFTWARE Application Software 20 Seat License ProLaw Enterprise Front Office: Case Management Conflicts Contact Management Docketing Document Assembly Document Management Drag & Drop Customization iManage/Oocs/Worldox Integration Marketing Outlook/Group Wise Integration1 ProLaw On-Line ProLaw Portal Records Management Relationship Management Report Writer Task Management Time Entry 20 $778 $ 15,560 $15,560 $ 3,112 $3,112 SOFTWARE TOTAL $ 15,560 $ 3,112 VeL 7 Feb 2008 Page 6 of 17 THOMSON +: ELITE SERVICES Qtyl Annual Hours Rate Total Maint. ImplementationlTraining/Consulti ng Services2.3 Hours $ 26,250 Software Installation 3 $150.00 $450 Front Office Administration Training/Scoping 32 150.00 4,800 Includes 3 days on site and 8 hours producing a Scoping Summary Document) Project Management 40 150.00 6,000 Front Office Consulting and Screen Design 60 150.00 9,000 Front Office Training 40 150.00 6,000 SERVICES TOTAL Days. $ 26,250 TOTAL. Without Hardware $ 41,810 Less 10% Government Incentive ($ 4,181) GRAND TOTAL . Without Hardware $ 37,629 $ 3,112 Ver. 7 Feb 2008 Page 7 of 17 THOIVISON * ELITE OPTIONAL SOFTWARE I SERVICES ~ ~~ Hours Rate Total Maint. Data Conversion Services Conversion - by bid Database Software Microsoft SQL Server Standard Runtime Edition4 Client Access License Annual Upgrade Coverage OR Server Licensing - Per CPU Annual Upgrade Coverage Microsoft SQL Server Installation 20 $72.00 $1,440 20 14.40 $ 288 20 2,110,00 42,200 20 422,00 8,440 2 $150,00 $ 300 Ver. 7 Feb 2008 Page 8 of 17 THOIVISON * ELITE CORRESPONDING PROlAW ENTERPRISE SYSTEM ENDNOTES Thomson Elite pricing is valid for 90 days. Pricing does not include applicable taxes. Applicable taxes are the responsibility of Customer. SOL Server Database software is required. Pricing for the software and upgrade coverage is listed under Optional Software in this quote. Thomson Elite reserves the right to increase the Annual Maintenance charge for subsequent terms and shall give Customer advance notice of such increases; provided, however, that the increases for the first three consecutive terms following the initial maintenance term shall not be more than 5% over the previous year's annual Maintenance charge or the percentage increase in the Consumer Price Index (CPI) from the previous year, whichever is greater. SOFTWARE NOTES: Outlook integration requires Exchange. Bi-directional Outlook integration requires Exchange 2000. ProLaw Enterprise and Exchange can be run on the same server, if properly sized, when using Microsoft Small Business Server in small customers. SERVICES NOTES: This price quote is based on a single implementation. Multiple implementation phases are available for an additional charge. 2 Based on a time and materials basis. 3 Pricing does not include travel and related expenses. Thomson Elite does not charge for travel time. OPTIONAL SOFTWARE I SERVICES NOTES: 4 Pricing for the SOL Server software is for an embedded runtime license only which means it may be used only with Thomson Elite applications or applications provided by Thomson Elite. The annual maintenance fee quoted includes upgrade coverage only. SOFTWARE ACCESS NOTES: Gatekeeper (SecureLink VSN (Virtual Support Network)) (hereinafter "Gatekeeper"), which is developed and supported by Enexity, Inc. ("Enexity"), is Thomson Elite's exclusive method for connecting to Customer (for the provision of any services, including Maintenance Services), except as otherwise provided below. Gatekeeper is provided to Customer by Enexity under license. Enexity is solely responsible for Gatekeeper. THOMSON ELITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GATEKEEPER ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Should Customer opt not to install Gatekeeper, Customer will pay an additional annual fee equal to fifteen percent (15%) of its Annual Maintenance Charge to cover Thomson Elite's costs of connection by a method other than Gatekeeper. If Thomson Elite is unable to use Gatekeeper due to circumstances beyond its control, or if the Customer has installed but is unable to use Gatekeeper due to circumstances beyond its control, Thomson Elite will connect to Customer's Thomson Elite Software using WebEx or a similar tool at no charge to Customer VeL 7 Feb 2008 Page 9 of 17 THOIVISON * ELITE Recommended Server Configuration CITY OF SANTA ANA January 16, 2008 Thomson Elite Confidentia//nformation The following guidelines for Customer's ProLaw Enterprise System are designed to handle up to 20 licenses and derived from the policies defined in the Thomson Elite Product System Requirements (PSR) document. The PSR provides greater detail regarding the requirements to properly size and configure the hardware for your Pro Law Enterprise System. Therefore, we strongly recommend that Customer obtain the PSR - it will be provided upon request. ProLaw Enterprise Monolithic Database/Application Server Configuration Drive capacity and overall volume size for RAID sets will depend on individual customer storage space requirements and anticipated growth. The minimum recommended free space for basic installation is 10-20GB. ort Pentium D or compatible 3.0+ GHz with Two Processors 1.5+GB 20GB CD,ROM Drive XGA 1024 x 768 Gi abit Ethernet 1000 Mbit) Windows 2000/2003 Server Microsoft SQL Server Standard Required for Implementation and Support Any of: Redundant fans Anyone of: Surge Suppressor Uninterruptible Power Supply Anyone of: Customer selected tape drive Anyone of: Customer selected backup software The above listed guidelines are based upon similar sized customers. Additional hardware (i.e., processors, RAM, disk, etc.) may be needed depending upon the number of concurrent users, the mix of users, and the amount of redundancy required on the system. Ver. 7 Feb 2008 Page 10 of 17 THOIVISON * ELITE Prolaw Enterprise Dedicated liS Portal Server (if implemented) A server hosting Microsoft's Internet Information Services web server (which is an included component of Windows 2000/2003 Servers and Windows XP) is required for the ProLaw Portal implementation. Pentium 4 or compatible, 3.0 GHz with One Processor 768MB 10+GB DVD-ROM Drive XGA 1024 x 768 Gi abit Ethernet 1000 Mbit Windows 2000/2003 Server Any of: Redundant fans Anyone of: Surge Suppressor Uninterruptible Power Supply Anyone of: Customer selected backup software a ent The above listed guidelines are based upon similar sized customers. Additional hardware (i.e., processors, RAM, disk, etc.) may be needed depending upon the number of concurrent users, the mix of users, and the amount of redundancy required on the system. Pro law Enterprise Client. Normal User Normal Users are typical Pro Law System users who input and perform simple lookups of data, but do not run sophisticated reports or perform more intensive accounting for financial activities. Document Storage (if used): Access to a common read/write network share (delete rights optional) Application Integration with one or more of: Microsoft Word Outlook VeL 7 Feb 2008 Page 11 of 17 THOMSON * ELITE Pro Law Enterprise Client. Power User Power Users, in addition to performing tasks a Normal User may undertake, may run sophisticated reports or perform more intensive accounting for financial activities, such as month end reports, reconciliations and/or billing runs. VeL 7 Feb 2008 One Intel Pentium 4 or compatible, 2 GHz or hi her 768MB Document Storage (if used): Access to a common read/write network share (delete rights optional) Application Integration with one or more of: Microsoft Word Outlook Page 12 of 17 THOIVISON * ELITE EXHIBIT B - SERVICES ADDENDUM 1. Scope of Services Addendum. This Services Addendum ("Services Addendum") is part of the Customer Agreement between the parties ("Agreement") which is incorporated as if fully set forth herein. This Services Addendum shall apply to all services that are provided by Thomson Elite to Customer during the term of the Agreement including implementation, consulting, training, conversion and any other services provided by Thomson Elite to Customer, other than Maintenance Services. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. 2. Services. 2.1 Statements of Work. Any services to be provided by Thomson Elite to Customer shall be set forth in a separate Statement of Work executed by the parties that will describe the work to be performed. Thomson Elite has no obligation to provide services (other than Maintenance Services), except as specifically set forth in a Statement of Work executed by the parties. 2.2 Customer Obligations. When Thomson Elite performs any services at Customer's facility, Customer shall be responsible for providing a safe and appropriate work space and access to all terminals, materials and related resources that may be reasonably required by Thomson Elite for timely performance of its obligations under this Services Addendum. Customer shall provide to Thomson Elite in a timely manner any information, assistance, review, feedback or approvals that are the responsibility of Customer. VeL 7 Feb 2008 3. Warranties and Remedies. Thomson Elite warrants that it will provide the services set forth in any Statement of Work hereunder consistent with industry standards and in accordance with such Statement of Work, including any specifications contained in such Statement of Work. Customer's sole remedy for Thomson Elite's material breach of its obligations under a Statement of Work will be to have Thomson Elite reperform the defective services so that they conform to the warranties provided herein. If Thomson Elite is unable after a reasonable time to provide conforming services, and the services relate to the initial implementation of the Licensed Software, Customer may terminate the Agreement pursuant to Section 6.3 thereof if such defective services cause the Licensed Software to fail to conform to the warranties provided in the Agreement. 4. General Provisions. 4.1 Non-solicitation of Employees. Customer will not induce any employee of Thomson Elite to terminate his or her employment relationship with Thomson Elite In addition, Customer agrees that it will not knowingly employ or offer employment to any employee of Thomson Elite who has performed any services related to the Agreement within one year of the provision of such services. 4.2 Survival. Section 4 of this Services Addendum shall survive any termination of this Services Addendum. Page13of17 THOMSON :+: ELITE EXHIBIT B (CONT'D.) STATEMENT OF WORK This Statement of Work is part of the Services Addendum between Thomson Elite and Customer ("Services Addendum"). 1. Definitions. As used in this Statement of Work, the following terms shall have the meanings set forth below Capitalized terms not otherwise defined shall have the meanings set forth in the Services Addendum or the Agreement. "Final Conversion" shall mean completion of the conversion of Customer's data as provided in the Project Plan. "Project Plan" shall mean the written plan, approved in writing by the parties, that includes the project charter, scope statement and project schedule that sets forth the scope, schedule and responsibilities of Thomson Elite and Customer for implementation of the Software, including Software Installation, and any data conversion, training or other services to be provided. "Planning Meeting" shall mean the meeting(s) between Thomson Elite and Customer to prepare the Project Plan. "Service Fees" shall mean the fees payable to Thomson Elite for implementation, consulting, training, conversion or other services provided under a Statement of Work pursuant to this Statement of Work. 2. Service Fees and Expenses. The Services Fees are due and payable as set forth in the Software and Fees Schedule attached to the Agreement or an amendment thereto and in accordance with Section 4 of the Agreement. Expenses shall be payable in accordance with Section 4 of the Agreement. 3. Project Managers. At or before the Planning Meeting, each party shall inform the other of the individual appointed to serve as its project manager ("Project Manager"). The Project Managers shall serve as the primary contact in regard to coordinating and supervising the implementation of the Software and conversion of the Customer's existing system, if any. Each party shall be responsible for ensuring that its Project Manager dedicates sufficient time to fulfill that party's respective obligation under this Statement of Work. Customer acknowledges that a change of Project Managers by Customer may result in delays in the implementation and necessitate an amendment to the Project Plan. 4. Project Plan and Change Requests. 4.1 Thomson Elite and Customer shall schedule the Planning Meeting at a time or times and location to be mutually agreed for purposes of developing the Project Plan. Thomson Elite shall present a draft Project Plan for Customer review and comment within Ver. 7 Feb 2008 fifteen (15) days after completion of the Planning Meeting and the parties shall work to finalize and sign the Project Plan within the following seven (7) days. The Project Plan may thereafter only be modified by a Change Order (defined below) or other written agreement signed by both parties. 4.2 Following execution of the Project Plan, Customer may submit requested changes to the Project Plan in writing to Thomson Elite. Thomson Elite shall respond to Customer's change request within twenty (20) days of receipt. Thomson Elite's response (the "Change Order") shall identify any changes to the Service Fees or expenses and any changes to the Project Plan (including any resulting delay charges) that would result from implementing the change. Customer may, in its discretion, accept the Change Order by signing the Change Order and returning it to Thomson Elite. Upon execution by Customer, the Change Order will amend the Project Plan, and, if applicable, the Software and Fees Schedule. If Customer rejects the Change Order, the Project Plan will remain unaltered. 5. Training. In the event that training services are to be provided pursuant to the Software and Fees Schedule, Thomson Elite shall make available to Customer as set forth in the Software and Fees Schedule, training and support for Customer personnel designated by Customer who are skilled in professional billing and accounting and practice management systems ("Customer's Personnel") to operate the Software. Thomson Elite shall not be responsible for training replacements of Customer's Personnel who are re, assigned or whose employment with Customer is terminated except pursuant to a separate Statement of Work. 6. Implementation. 6.1 Installation of the Software. Thomson Elite and Customer shall cooperate to identify the hardware and related communications equipment necessary for Installation of the Software. Installation of all hardware and supporting software is the responsibility of Customer. Once the configuration of the hardware, including the operating system, conforms to the specifications agreed upon by Thomson Elite and Customer, Thomson Elite shall install the Software ("Installation"). 6.2 Pre-conversion Testing of the Software. After Installation of the Software, Thomson Elite shall test the Software running on the hardware. 7. Conversion. In the event that conversion services are to be provided pursuant to the Software and Fees Schedule, the following shall apply: 7.1 Conversion of Customer's Database. Customer shall provide its data in an accurate form in a mutually agreed format and Page 14 of 17 THOMSON * ELITE shall provide verification and technical assistance to the extent reasonably possible. 7.2 Conversion. The general procedures for conversion shall include: (a) Provision by Thomson Elite of programs necessary to convert Customer's data; (b) Production of mutually agreed on hard copy reports to confirm successful conversion of Customer database; and, (c) Both parties manual review and balancing of pre- conversion hard copy reports with respect to all fields identified in the conversion planning process, including new fields and computed results that do not exist on Customer's current system. The Project Managers shall work to determine the accuracy and completeness of the conversion based on quantifiable criteria to be mutually agreed to by Customer and Thomson Elite prior to Final Conversion. 7.3 Final Conversion. Upon Customer's Project Manager certifying that the Software functions substantially in accordance with the Functional Standards, Thomson Elite and Customer shall proceed with the Final Conversion of Customer's then current database in accordance with the Project Plan. The Final Conversion shall include: (a) Establishment of a cutoff date after which all data shall be loaded onto the Specified Server; (b) Verification of pre-conversion and post-conversion data with respect to all fields identified in the conversion planning process, including new fields and computed results that do not currently exist on Customer's current system. The Project Managers shall work to determine the accuracy and completeness of the Final Conversion based on the conversion criteria. 8. Live Operation. Upon completion of the Final Conversion or the date specified in the Project Plan related to completion of Conversion efforts or related to completion of Installation if no conversion services are being performed by Thomson Elite, Customer shall begin "Live Operation"; provided, however, that Customer may not begin Live Operation if more than ten (10%) of the total of License Fees and Services Fees remains unpaid. Ver. 7 Feb 2008 Page 15 of 17 THOIVISON * ELITE EXHIBIT C - MAINTENANCE ADDENDUM This Maintenance Addendum ("Maintenance Addendum") is part of the Customer Agreement between the parties ("Agreement") which is incorporated as if fully set forth herein. 1. Definitions. As used in this Maintenance Addendum ("Maintenance Addendum"), the following terms shall have the meanings set forth below Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. "Business Day" shall mean Monday through Friday of each week, excluding New Year's Day (January 1*), Presidents Day, Memorial Day (last Monday of May), Independence Day (July 4*), Labor Day (first Monday in September), Thanksgiving (last Thursday in November and the following Friday) and Christmas (December 25*). For the dates marked with an asterisk, if such date falls on a Saturday, the holiday will be observed on the preceding Friday; if such date falls on a Sunday, the holiday will be observed on the following Monday "Business Hours" shall mean the hours from 7:00am to 6:00pm, Mountain Time, during a Business Day "Critical Problem" shall mean a Problem that causes an adverse and material effect on Customer's ability to utilize the Software according to the Software User Manual. Critical Problems are handled in accordance with Section 2.2.1 of this Maintenance Addendum. "Non-Critical Problem" shall mean a Problem that does not meet the definition of a Critical Problem. Non-Critical Problems are handled in accordance with Section 2.2.2 of this Maintenance Addendum. "Problem" shall mean any failure of the Software to perform in accordance with the Software User Manual. Problems are classified as either Critical Problems or Non-Critical Problems depending on the impact of such Problem on Customer's operations. "Updates" shall mean any periodic software releases and any release notes provided by Thomson Elite to correct Critical or Non-Critical Problems in the Software. 2. Maintenance Services. Maintenance Services consist of the following: 2.1 Updates. Thomson Elite will provide all Updates for the Software to Customer Customer shall be responsible for installing such Updates. 2.2 Telephone Support. Thomson Elite shall provide telephone support during Business Hours for the reporting of Problems and for the handling of Customer questions relating to the operation of the Software. Telephone support for Problems in the Server Code shall only be provided for Server Code on the Specified Server(s). Thomson Elite will provide support for Server Code on additional servers for an additional fee. VeL 7 Feb 2008 2.2.1 Critical Problems. Thomson Elite shall respond to a report to its telephone support line of a Critical Problem within two (2) Business Hours. Thomson Elite will determine whether the Critical Problem is due to a defect in the Software or whether it is due to a failure not caused by Thomson Elite. If the Critical Problem is due to a defect, Thomson Elite shall use its best efforts to correct the defect, or provide Customer with a way to temporarily work around the defect if able to do so, or notify Customer on a regular basis as to the progress of the corrective efforts until such time as a correction can be made. 2.2.2 Non-Critical Problems. In response to a report of a Non-Critical Problem, Thomson Elite will determine whether the Non- Critical Problem is due to a defect in the Software or whether it is due to a failure not caused by Thomson Elite. If the Non-Critical Problem is due to a defect, Thomson Elite shall use reasonable efforts on a time available basis to correct such defect, but the correction may await the release of Updates. 3. Access. Customer shall be responsible for providing remote access to the Software via Thomson Elite's approved remote access method in order to allow Thomson Elite to provide the Maintenance Services and to verify Timekeeper or Seat count. 4. Customer Obligations. Customer shall insure that Thomson Elite's personnel are provided with such information under Customer control as is reasonably necessary to enable Thomson Elite to comply with its obligations hereunder. 5. Exclusions. 5.1 Thomson Elite's obligations hereunder shall extend only to: (a) the latest Update of the Software provided to Customer by Thomson Elite, and (b) Software that has not been modified or altered in any way by anyone other than Thomson Elite or under Thomson Elite's direction. 5.2 Maintenance Services shall not include services for "Excluded Items" as defined in Section 6.2 of the Agreement. 5.3 The Annual Maintenance Charge does not include on-site service calls made at Customer's request (or travel and living expenses associated with such calls), shipping costs, telephone costs or the costs of any other services not specifically set forth herein. 6. Remedies. 6.1 If Thomson Elite is unable, after repeated efforts, to remedy a Problem by correction or replacement of software or a combination thereof, or if Thomson Elite otherwise materially breaches this Maintenance Addendum or the Agreement with respect to Maintenance Services and fails to correct such breach within thirty (30) days of written notice thereof, Customer may terminate Maintenance Services and receive a pro rata refund of the prepaid Annual Maintenance Charge for the then current term. Page 16 of 17 THOIVISON * ELITE 6.2 The foregoing remedy is exclusive and is in lieu of all liabilities or obligations for damages arising out of or in connection with Maintenance Services Thomson Elite shall have no other liability to Customer whatsoever arising under this Maintenance Addendum or the Agreement with respect to Maintenance Services. 6.3 Survival. Sections 1 and 6 shall survive any termination of Maintenance Services or of this Maintenance Addendum. Ver. 7 Feb 2008 Page 17 of 17