03 ECS Imaging, Inc. ITEM IVO. 3.
IMEETTOWN OF LOS GATOS
ING DATE: 11/19/2024
exii
COUNCIL AGENDA REPORT ITEM NO: 3
•
DATE: October 17, 2024
TO: Mayor and Town Council
FROM: Chris Constantin,Town Manager
SUBJECT: Authorize the Town Manager to Execute a Four-and-a-Half-Year Agreement
with ECS Imaging, Inc. for Laserfiche Software Maintenance, Support, and
Scanning Services in a Total Amount Not to Exceed $315,000
RECOMMENDATION:
Authorize the Town Manager to execute a four-and-a-half-year agreement with ECS Imaging,
Inc. for Laserfiche software maintenance, support, and scanning services in a total amount not
to exceed $315,000.
BACKGROUND:
The Town began using Laserfiche electronic management software, scanners, consulting
support, and offsite scanning services in 2008. Laserfiche helps the Town manage and organize
paper documents by converting them into digital files. Laserfiche also allows users to search for
and locate information quickly and brings together digital files from multiple locations into one
central location.
Laserfiche has improved the way the Town stores and retrieves documents, increasing the
efficiency of information retrieval internally for all Town Departments. Laserfiche has also made
it easier for the public to access Town documents such as ordinances, resolutions, and building
plans through the Town's website, enhancing transparency.
Laserfiche sells its product through approved and licensed Solution Providers of Record,who
are responsible for supporting and servicing the accounts listed under their license. ECS Imaging
is the current Solution Provider of Record for the Town's Laserfiche software system.
PREPARED BY: Holly Young
Senior Management Analyst
Reviewed by: Town Manager,Assistant Town Manager,Town Attorney, and Finance Director
110 E. Main Street Los Gatos,CA 95030• (408)354-6832
Page 24 www.losgatosca.gov
PAGE 2 OF 3 1TEM NO.3.
SUBJECT: ECS Imaging, Inc.Agreement
DATE: October 17, 2024
According to Laserfiche's policy, only the Solution Provider of Record can offer support and sell
additional licenses or services. As the Solution Provider of Record, all add-on purchases to
Laserfiche software are to be purchased and implemented through ECS Imaging. Other solution
providers would not be able to purchase add-on licenses or provide support to the Town. A
letter from ECS Imaging explaining this is attached as Attachment 1. The Town Attorney has
reviewed and approved a Sole Source Provider Memorandum for ECS Imaging, Inc. (Attachment
2).
ECS Imaging is the largest Laserfiche provider in the Western United States and has extensive
experience working with local government municipalities throughout California and Santa Clara
County.
The Town's current five-year agreement with ECS Imaging expires on December 31, 2024
(Attachment 3).
DISCUSSION:
To continue using the Town's existing Laserfiche software licenses, support, and scanning
services, a new contract is needed with ECS Imaging, Inc.
ECS Imaging's services include technical support; on-site/remote hours for upgrades,
troubleshooting,training, workflow, and forms; remote desktop assistance; no-cost annual
customer conference and quarterly webinar trainings; warranty administration; software
licensing and maintenance; and scanning services.
The Town's current five-year agreement with ECS Imaging aligns with the calendar year. To
improve internal efficiency, staff recommends a four-and-a-half-year agreement with ECS
Imaging(Attachment 4)to align the term of the agreement with the Town's fiscal year.
There will be no increase in costs compared to the current agreement. The existing agreement
is for a five-year term not to exceed $70,000 per year, for a total not to exceed $350,000. The
proposed agreement is for a four-and-a-half-year term not to exceed$70,000 per year, for a
total not to exceed $315,000.
CONCLUSION:
To maintain the Town's existing Laserfiche services, staff recommends the Town Council
authorize the Town Manager to execute the four-and-a-half-year agreement with ECS Imaging,
Inc. for a total amount not to exceed $315,000.
Page 25
PAGE 3 OF 3 1TEM NO.3.
SUBJECT: ECS Imaging, Inc.Agreement
DATE: October 17, 2024
COORDINATION:
This report was coordinated with the Town Manager's Office, Town Attorney's Office,
Community Development Department, Finance Department, and Information Technology
Department.
FISCAL IMPACT:
The fiscal impact of the proposed agreement over the next four and a half years will not exceed
$70,000 per year, for a total amount not to exceed $315,000 over the full term. The cost for
these services for FY 2024/25 has been budgeted.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CECA, and no further action is required.
Attachments:
1. Solution Provider of Record Letter from ECS Imaging, Inc.
2. Sole Source Memorandum
3. Proposed Town/ECS Agreement
Page 26
ITEM NO.3.
Phone: 951-78
ECS IMAGING, INC. sales@ecsimaging.com
www.ecsimaging.com
WORLD CLASS SOLUTION PROVIDER 5905 Brockton Ave. Suite C
Riverside, California 92506
10/14/24
To whom it may concern,
This letter is to inform the Purchasing department that ECS Imaging, Inc. is the current Solution Provider
of record for the Town of Los Gatos's existing Laserfiche software system.
The policy from the Laserfiche manufacturer is that the current Solution Provider is the sole source
responsible party to assist the customer. As the Solution Provider of record all add-on purchases to
Laserfiche software are to be purchased and implemented through ECS Imaging. Other Solution
Providers would not be able to purchase add-ons licenses or provide support. ECS is closely familiar with
the existing implementation and user's needs on a frequent basis. We have worked with the Town of
Los Gatos departments extensively to continue to meet the specific needs of their Laserfiche
implementation.
ECS is the largest Laserfiche implementer in the Western USA. We have been providing services to the
County for many years and are committed to providing unmatched technical service under our contract.
As a reminder, ECS Imaging, Inc. service contract provides your organization with the following:
ECS Gold Priority Support:
• Tech Support —With 4 Hours Telephone Response
• Guaranteed On-site/Remote Hours for upgrades, troubleshooting, training, workflow&
forms, ECS Customers are guaranteed a prepaid amount of on-site Gold Support hours per year.
• Remote Desktop Assistance
• Annual Customer Conference and Quarterly Webinar Trainings at no cost
• Monthly eNewsletters
• Warranty Administration- Hardware items purchased through ECS include warranty
administration.
Laserfiche Software Assurance Plan (LSAP) provide through ECS Imaging, Inc.:
• Technical support through ECS' tech team
• All licenses current and new provided through ECS
• Laserfiche Software Updates provided through ECS
• Laserfiche Support Websites
• Monthly User Newsletters
ECS Imaging, Inc. is always here to provide you with your technical needs and go above and beyond.
We appreciate your attention to this important policy. We thank you for choosing us for your Laserfiche
support for current and upcoming needs. We appreciate your business and hope to support you for many
years to come.
Sincerely,
Debbi Bodewin
ECS Imaging, Inc. Laserfiche,'
Chief Executive Officer Authorized Reseller
debbi@ecsimaciinci.com x1109
Page27 ATTACHMENT 1
0 �� —�� ITEM NO. 3.
r 1.
Fra177 MEMORANDUM
iliti) ,
I i
DATE: November 19, 2024
TO: Gabrielle Whelan,Town Attorney
FROM: Sai Kim, Chief Technology Officer
SUBJECT: Sole Source for Approval by Town Attorney: ECS Imaging, Inc.
BACKROUND:
IT requests sole source approval for ECS Imaging, Inc. for all software maintenance and support of
Town Laserfiche products. This includes all software updates, remote support, setup, and
troubleshooting of the Laserfiche system. ECS Imaging is the current Solution Provider of Record for
the existing Town Laserfiche software system. The policy from the Laserfiche manufacturer is that the
current Solution Provider is the sole source responsible party to assist the customer. As the Solution
Provider of Record, all add-on purchases to Laserfiche software are to be purchased and implemented
through ECS Imaging. Other solution providers would not be able to purchase add-on licenses or
provide support. Please see attached letter from ECS Imaging regarding their sole source status.
Recommended By: Approved By:
(___7.....1_______-) _ 16167 PIlAu., po _ /04 5 (7
' J
Sai Kim, Chief Technology Officer Date abrielle Whelan,Town Attorney Date
Page 28 ATTACHMENT 2
ITEM NO. 3.
Phone:951-787-9768
ECS IMAGING, INC.
sales@ecsimaging.com
111
www.ecsimaging.com
WORLD CLASS SOLUTION PROVIDER 5905 Brockton Ave.Suite C
Riverside, California 92506
10/14/24
To whom it may concern,
This letter is to inform the Purchasing department that ECS Imaging, Inc. is the current Solution Provider
of record for the Town of Los Gatos's existing Laserfiche software system.
The policy from the Laserfiche manufacturer is that the current Solution Provider is the sole source
responsible party to assist the customer. As the Solution Provider of record all add-on purchases to
Laserfiche software are to be purchased and implemented through ECS Imaging. Other Solution
Providers would not be able to purchase add-ons licenses or provide support. ECS is closely familiar with
the existing implementation and user's needs on a frequent basis. We have worked with the Town of
Los Gatos departments extensively to continue to meet the specific needs of their Laserfiche
implementation.
ECS is the largest Laserfiche implementer in the Western USA. We have been providing services to the
County for many years and are committed to providing unmatched technical service under our contract.
As a reminder, ECS Imaging, Inc. service contract provides your organization with the following:
ECS Gold Priority Support:
• Tech Support—With 4 Hours Telephone Response
• Guaranteed On-site/Remote Hours for upgrades,troubleshooting, training, workflow &
forms, ECS Customers are guaranteed a prepaid amount of on-site Gold Support hours per year.
• Remote Desktop Assistance
• Annual Customer Conference and Quarterly Webinar Trainings at no cost
• Monthly eNewsletters
• Warranty Administration- Hardware items purchased through ECS include warranty
administration.
Laserfiche Software Assurance Plan (LSAP) provide through ECS Imaging, Inc.:
• Technical support through ECS' tech team
• All licenses current and new provided through ECS
• Laserfiche Software Updates provided through ECS
• Laserfiche Support Websites
• Monthly User Newsletters
ECS Imaging, Inc. is always here to provide you with your technical needs and go above and beyond.
We appreciate your attention to this important policy. We thank you for choosing us for your Laserfiche
support for current and upcoming needs. We appreciate your business and hope to support you for many
years to come.
Sincerely,
D.6 a2••
Debbi Bodewin Laserfiche'
ECS Imaging, Inc.
Chief Executive Officer AuthorizedRese[ler
debbigecsimaginq.com x1109
Page 29
/TEM NO.3.
AGREEMENT FOR CONSULTANT SERVICES WITH ECS IMAGING, INC.
THIS AGREEMENT is made and entered into on January 1, 2025, by and between TOWN OF LOS
GATOS, a California municipal corporation, ("Town") and ECS Imaging, Inc. ("Consultant"), whose
address is 5905 Brockton Avenue, Suite C, Riverside, CA 92506. This Agreement is made with
reference to the following facts.
I. RECITALS
1.1 The Town desires to engage Consultant to provide software maintenance and support for
Laserfiche software products. Consultant is the top solution provider in California for
Laserfiche products. Consultant is familiar with all of the Laserfiche customization that
spans almost every Town Department.
1.2 The Town desires to engage Consultant to provide Laserfiche annual maintenance,
additional Laserfiche software licenses, software updates, scanners, scanning services,
remote support, set-up and troubleshooting of the Laserfiche system, and significant
document scanning projects.
1.3 The Consultant represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.4 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide the services as described in:
• Exhibit A: ECS Gold Priority Support Agreement
• Exhibit B: Quote for Software, Annual Maintenance and Licensing, and Services
• Exhibit C: Scanning Services Quote
2.2 Term and Time of Performance. This contract will remain in effect from January 1, 2025,
to June 30, 2029.
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations. Consultant represents and warrants to Town that it has all
licenses, permits, qualifications and approvals of whatsoever nature which are legally
required for Consultant to practice its profession. Consultant shall maintain a Town of Los
Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
ECS Agreement for Services
Page 30 Page 1 of 6
ATTACHMENT 3
/TEM NO.3.
2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Consultant shall not make any of these documents or information available to any
individual or organization not employed by the Consultant or the Town without the
written consent of the Town before such release. The Town acknowledges that the reports
to be prepared by the Consultant pursuant to this Agreement are for the purpose of
evaluating a defined project, and Town's use of the information contained in the reports
prepared by the Consultant in connection with other projects shall be solely at Town's risk,
unless Consultant expressly consents to such use in writing. Town further agrees that it will
not appropriate any methodology or technique of Consultant which is and has been
confirmed in writing by Consultant to be a trade secret of Consultant.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed
$70,000 per year for a total contract amount not to exceed $315,000, inclusive of all
costs. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by
whom at what rate and on what date. Also, plans, specifications, documents or other
pertinent materials shall be submitted for Town review, even if only in partial or draft
form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of the Town at the Consultant's
offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
ECS Agreement for Services
Page 31 Page 2 of 6
/TEM NO.3.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor
and not an agent or employee of the Town. As an independent contractor, he/she shall not
obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent,the Consultant may perform some obligations
under this Agreement by subcontracting, but may not delegate ultimate responsibility for
performance or assign or transfer interests under this Agreement. Consultant agrees to
testify in any litigation brought regarding the subject of the work to be performed under
this Agreement. Consultant shall be compensated for its costs and expenses in preparing
for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter
into any such holdings or agreements. In addition, Consultant warrants that it does not
presently and shall not acquire any direct or indirect interest adverse to those of the Town
in the subject of this Agreement, and it shall immediately disassociate itself from such an
interest, should it discover it has done so and shall, at the Town's sole discretion, divest
itself of such interest. Consultant shall not knowingly and shall take reasonable steps to
ensure that it does not employ a person having such an interest in this performance of this
Agreement. If after employment of a person, Consultant discovers it has employed a
person with a direct or indirect interest that would conflict with its performance of this
Agreement, Consultant shall promptly notify Town of this employment relationship, and
shall, at the Town's sole discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
Consultant agrees to have and maintain,for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: two million dollars ($2,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ECS Agreement for Services
Page 32 Page 3 of 6
/TEM NO.3.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the
Town before work commences.
iv. Consultant agrees to have and maintain,for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
General Liability:
The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not
apply to the professional liability insurance required for professional errors
and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self-insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
ECS Agreement for Services
Page 33 Page 4 of 6
/TEM NO.3.
3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up
because of damages to property or personal injury received by reason of,or in the course
of performing work which may be occasioned by a willful or negligent act or omissions of
the Consultant, or any of the Consultant's officers, employees, or agents or any
subconsultant.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written
notice of termination. In the event of termination, the Consultant shall deliver to the Town
all plans, files, documents, reports, performed to date by the Consultant. In the event of
such termination, Town shall pay Consultant an amount that bears the same ratio to the
maximum contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement, unless such termination is made for cause, in which
event,compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement,the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
ECS Agreement for Services
Page 34 Page 5 of 6
/TEM NO.3.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid,and addressed to:
Town of Los Gatos ECS Imaging, Inc.
Attn: Town Clerk 5905 Brockton Avenue, Suite C
110 E. Main Street Riverside, CA 92506
Los Gatos, CA 95030
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by: Consultant by:
Chris Constantin, Town Manager
Recommended by:
Sai Kim, Chief Technology Officer Consultant Printed Name and Title
Approved as to Form:
Gabrielle Whelan, Town Attorney
Attest:
Wendy Wood, CMC, Town Clerk
ECS Agreement for Services
Page 35 Page 6 of 6
ECS GOLD PRIORITY SUPPORT AGREEMENT -TERMS AND CONDITIONS !TEM NO.3.
This ECS Gold Priority Support Agreement(the "Support Agreement") is incorporated by this reference in the agreement to which it is
attached (the"Master Agreement". Products covered by this Support Agreement("Products") are any item or group of items supplied
by ECS which are set forth in the Master Agreement or any corresponding ECS invoice for support services(each an "Invoice"). Unless
specified differently, defined terms herein shall have the same meaning as attributed to them in the Master Agreement. ECS Imaging,
Inc. ("ECS"),a Value-Added Reseller of Laserfiche, and the Client agree to be governed by this Support Agreement relative to the software
and/or hardware maintenance services ("Service" or "Services") which ECS will provide relative to the Products. The terms and
provisions in this Support Agreement shall control over any inconsistent terms or provisions in the Master Agreement.
1) Software Maintenance / Gold Priority Support Services: Based on the software provided as part of the Master Agreement or
applicable Invoice, ECS will supply the following software maintenance/support services:
(a) ECS shall provide all necessary telephone support for reporting and resolving problems with the software products covered by
this Support Agreement, and shall be available to receive notification by the Client of any software problem.The Client must provide
adequate information and documentation to enable ECS to recreate the reported problem. If it is determined that there is no problem
with the software products, ECS will so inform the Client and, in such case, ECS reserves the right to charge the Client for the
services provided at ECS's then current standard rates plus reasonable associated expenses. Notwithstanding the provisions of this
section, ECS makes no warranties that the maintenance/support provided hereunder will be successful in resolving any problems or
in diagnosing faults.
(b) Service is available by calling 877-790-1600 or via E-mail at helpdeskaecsimaginq.corn during Regular Business Hours,defined
as the hours between 7:30 a.m. and 5:00 p.m. PST, Monday through Friday(excluding ECS company holidays). ECS agrees to use
reasonable efforts to respond to the Clients service request within four (4) hours of receipt of notification. ECS shall first attempt to
diagnose the reported problem via telephone and/or e-mail, if considered appropriate, shall attempt to resolve the reported problem
by requesting that the Client perform any required/standard operational maintenance or simple adjustments which the Client can
reasonably be expected to conduct. If the reported problem is not resolved via telephone and/or e-mail, with client approval ECS
will remote into the Client's system.
(c)The Client has purchased a pre-paid minimum of 5 hours or more, Gold Priority Support Hours per year at$175/hour. Gold Priority
Support Hours will be debited when ECS performs remote desktop support, on-site support, on-site and remote upgrades, and on-
site training. In addition, most services offered by ECS are included in Gold Priority Support including Laserfiche tech support,
installations,configurations of workflow and forms,and integration services are included.When Gold Priority Support Hours are used
for on-site activities, ECS will debit a minimum of two to twenty-four hours from the Gold Priority Support Agreement based on the
travel time of the support engineer or trainer. Scheduled After-Hours Support, defined as any time-period outside of ECS's Regular
Business Hours, is available at the discretion of ECS. The Client will be debited double the total number of Gold Priority Support
Hours used for After-Hours Support. Gold Priority Support Hours expire one year from the annual renewal date and do not roll-over
to the next year period. Gold Priority Support services cannot be used for Professional Services for the development of brand new
Laserfiche implementations, initial data conversions, or major software development services. If insufficient Gold Priority Support
hours are available, you will be asked to purchase more at that time and/or increase your annual Gold Priority Support Hours.
2) Hardware Maintenance/Support Services: If applicable based on the above-described Products, ECS will supply the following
hardware maintenance/support services:
(a) Hardware maintenance will be covered if such hardware is covered by the manufacturer's warranty and the warranty is
maintained through ECS.
3) Charges: ECS will invoice Client for the total software/hardware maintenance/support services cost, including any applicable taxes.
Client agrees to remit complete payment for such invoice in advance of the renewal date indicated. An interest payment of 1.5%
compounded monthly and any applicable software maintenance reinstatement fees imposed by the software manufacturer shall be added
to any such invoices not paid by the renewal date specified on the Master Agreement or Invoice.
4)Client Responsibility: Client is responsible for:
(a) Notifying ECS in advance of any material changes to the supported Products components, including, but not limited to, the
system's network, server/workstation hardware, operating system or security configuration.
(b) Having a valid backup of data at all times to maintain original operating system, data and application software.
(c) Promptly notifying ECS of any need for service and making product(s)available to ECS engineers.
(d) Running diagnostic tests on all non-supported system components (network, server/workstation hardware, operating system or
security configuration) before having a product serviced under this Support Agreement.
5)Limitations of Service: Maintenance/support services provided under this Support Agreement do not include:
(a) Cost of bringing product(s)to operational status prior to placing them under maintenance.
(b) Costs related to the resolution of software problems caused by unapproved changes to the supported system's network,
server/workstation hardware, operating system or security configuration.
(c) Repair of damage caused by;accidents, natural disaster, improper use, damage during transportation/relocation by Client,work
performed on software/hardware by personnel other than ECS employees/subcontractors, causes beyond ECS's control.
(d) Furnishing consumable supplies or accessories as specified by the manufacturer.
(e) Hardware with missing or altered serial numbers.
Page 36 Page 1 of 2
EXHIBIT A
(f) Repair of damage or increase in service time caused by the use of the product for purpose other than for which it v 1TEM NO.3.
or beyond the manufacturer's specifications.
If services are required due to the above causes, ECS will provide services at ECS's then current standard service rates.
6)Term: This Support Agreement shall be in effect beginning January 1, 2025—June 30, 2029, unless sooner terminated as provided
in Section 7 of this Support Agreement.
7) Termination: Client may terminate this Support Agreement for any reason with fifteen (15) days written notice prior to the annual
anniversary. Client may also terminate this Support Agreement if any material agreement or obligation contained or referred to in the
Support Agreement has been breached by ECS, provided that Client has given ECS notice of such breach and there has been a failure
to cure such breach, if curable,within fifteen (15) days after receipt of such notice. Unless such breach has been cured,termination shall
be effective fifteen (15)days after receipt of such notice, and shall be without prejudice to any other right or remedy to which Client may
be entitled either at law, in equity, or otherwise, including, without limitation, under this Support Agreement, may terminate this Support
Agreement at any time for any reason with fifteen (15) days written notice. Upon terminating the Support Agreement, ECS will issue a
prorated refund of any remaining prepaid Support Agreement coverage. The refund amount will be for the ECS Gold Priority Support
Hours only and will not include prepaid, non-refundable maintenance/support fees paid to the software manufacturer(s) or third-party
hardware service provider(s).
8) Rate Changes: The Gold Priority Support rates stated within this Support Agreement will not change for a period of one year. All
rates are adjustable for Gold Priority Support coverage periods after one year from the annual renewal date.
9) Limitation of Liability: Client must provide ECS with notice of claims of damage, improper service, or lawsuit within thirty (30) days
of service. ECS shall not be liable for performance delays or for nonperformance due to causes beyond its reasonable control. For any
material breach of this Support Agreement by ECS, Clients remedy and ECS's liability shall be limited to a refund of related
maintenance/support fees paid during the period of breach, up to a maximum of twelve (12) months. The remedies provided herein are
Clients sole and exclusive remedies. In no event will ECS be liable for special, punitive, incidental, or consequential damages,whether
based in contract, tort, or otherwise, including, without limitation, claims for loss or corruption of data or lost profit.
10) Binding Effect: Subject to any prohibition against assignment contained herein, the within Support Agreement shall be binding on and
shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto.
11) Governing Law -Venue: This Support Agreement shall be governed by and construed in accordance with the laws of the State of
California. It shall be deemed to have been made and entered into in the Town of Los Gatos/Santa Clara County, State of California, and all
legal actions or arbitrations pertaining thereto shall occur with regard to such specification of venue.
12) Professional Services: ECS provides additional professional services not defined, or covered under the Gold Priority Support scope of
Services. If the client chooses,these services will be provided by ECS at the rate of$225 per hour and can be billed in milestones.
13) Acceptance: This Support Agreement is deemed accepted by and binding upon Client by virtue of any of the following: (i) Client's
execution of the Master Agreement; or(ii) ECS receiving a Client generated purchase order at any time during the period specified for any
Services to be performed by ECS; or(iii)Client availing itself of the Services to be provided hereunder.
Page 37 Page 2 of 2
ECS Imaging, Inc. ITEM NO. 3.
Esti •
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416 Date Estimate#
(951)-787-8768 11/30/2024 12704
(951)-787-0831 fax
Name/Address Ship To
Town of Los Gatos Town of Los Gatos
Accounts Payable ap@losgatosca.gov
110 East Main Street tmaheu@losgatosca.gov;
Los Gatos,Ca 95030 SKim@LosGatosCA.Gov
Due Date P.O. No. Terms Rep Phone
12/30/2024 Annual Renewal Net 30 Pete 925-586-7549
Description Qty Rate Total
12/31/2024-06/30/2026
LF Rio User(25-49)LSAP(Prorated 18 Months @$207/Yr) 40 310.50 12,420.00
LF Rio Public Portal for 2 LF Servers LSAP(Prorated 18 Months 1 15,000.00 15,000.00
@$10,000/Yr)
LF Rio Quick Fields Agent LSAP (Prorated 18 Months @$2,000/ 1 3,000.00 3,000.00
Yr)
LF Rio Quick Fields-Core,Includes Quick Fields,Bar Code, 1 1,500.00 1,500.00
Real-Time Lookup,Zone OCR,Pattern Matching LSAP (Prorated
18 Months @$1,000/Yr)
Laserfiche 5%Rio License Pricing Increase 1 1,596.00 1,596.00
ECS Gold Priority Support consists of 10 hours of on-line or on-site 1 1,750.00 1,750.00
support time,unlimited phone support,and a 4 hour response time
for most services offered by ECS including Laserfiche tech support,
installations,configurations of workflow and forms,and integration
services. Support beginning 12/31/2024 and expiring 06/30/2026.
An additional 5 hours of Professional Services for version updates,
during normal business hours,is included.Additional on-line or
on-site support will be billed at your current hourly support rate.
Minimum on-site time is calculated at 2 hours. ECS may allow
planned after hours support in rare circumstances.In these
circumstances Priority Support will be billed at double the hourly
rate.
Omnia Contract Discount 1 -1,093.24 -1,093.24
Standard Processing Fee Added to all Credit Card Payments*
Subtotal
Sales Tax (9.0%)
Total
Page 38 Page 1
EXHIBIT B
ECS Imaging, Inc. ITEM NO. 3.
Esti •
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416 Date Estimate#
(951)-787-8768 11/30/2024 12704
(951)-787-0831 fax
Name/Address Ship To
Town of Los Gatos Town of Los Gatos
Accounts Payable ap@losgatosca.gov
110 East Main Street tmaheu@losgatosca.gov;
Los Gatos,Ca 95030 SKim@LosGatosCA.Gov
Due Date P.O. No. Terms Rep Phone
12/30/2024 Annual Renewal Net 30 Pete 925-586-7549
Description Qty Rate Total
**Your organization LSAP's expire on 12/30/2024-Laserfiche 0.00 0.00
imposes a 10%reinstatement fee for each month of an expired
LSAP-support site access will be suspended if payment is not
received by your expiration date**
Subtotal: $34,172.76
06/30/2026-06/29/2027
LF Rio User(25-49)LSAP 40 217.35 8,694.00
LF Rio Public Portal for 2 LF Servers LSAP 1 10,500.00 10,500.00
LF Rio Quick Fields Agent LSAP 1 2,100.00 2,100.00
LF Rio Quick Fields-Core,Includes Quick Fields,Bar Code, 1 1,050.00 1,050.00
Real-Time Lookup,Zone OCR,Pattern Matching LSAP
ECS Gold Priority Support consists of 10 hours of on-line or on-site 1 1,750.00 1,750.00
support time,unlimited phone support,and a 4 hour response time
for most services offered by ECS including Laserfiche tech support,
installations,configurations of workflow and forms,and integration
services. Support beginning 06/30/2026 and expiring 06/29/2027.
An additional 5 hours of Professional Services for version updates,
during normal business hours,is included.Additional on-line or
on-site support will be billed at your current hourly support rate.
Minimum on-site time is calculated at 2 hours. ECS may allow
planned after hours support in rare circumstances.In these
circumstances Priority Support will be billed at double the hourly
rate.
Omnia Contract Discount -746.91 -746.91
Standard Processing Fee Added to all Credit Card Payments*
Subtotal
Sales Tax (9.0%)
Total
Page 39 Page 2
ECS Imaging, Inc. ITEM NO. 3.
Esti •
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416 Date Estimate#
(951)-787-8768 11/30/2024 12704
(951)-787-0831 fax
Name/Address Ship To
Town of Los Gatos Town of Los Gatos
Accounts Payable ap@losgatosca.gov
110 East Main Street tmaheu@losgatosca.gov;
Los Gatos,Ca 95030 SKim@LosGatosCA.Gov
Due Date P.O. No. Terms Rep Phone
12/30/2024 Annual Renewal Net 30 Pete 925-586-7549
Description Qty Rate Total
**Your organization LSAP's expire on 06/30/2026-Laserfiche 0.00 0.00
imposes a 10%reinstatement fee for each month of an expired
LSAP-support site access will be suspended if payment is not
received by your expiration date**
Subtotal: $23,347.09
06/30/2027-06/29/2028
LF Rio User(25-49)LSAP 40 217.35 8,694.00
LF Rio Public Portal for 2 LF Servers LSAP 1 10,500.00 10,500.00
LF Rio Quick Fields Agent LSAP 1 2,100.00 2,100.00
LF Rio Quick Fields-Core,Includes Quick Fields,Bar Code, 1 1,050.00 1,050.00
Real-Time Lookup,Zone OCR,Pattern Matching LSAP
ECS Gold Priority Support consists of 10 hours of on-line or on-site 1 1,750.00 1,750.00
support time,unlimited phone support,and a 4 hour response time
for most services offered by ECS including Laserfiche tech support,
installations,configurations of workflow and forms,and integration
services. Support beginning 06/30/2027 and expiring 06/29/2028.
An additional 5 hours of Professional Services for version updates,
during normal business hours,is included.Additional on-line or
on-site support will be billed at your current hourly support rate.
Minimum on-site time is calculated at 2 hours. ECS may allow
planned after hours support in rare circumstances.In these
circumstances Priority Support will be billed at double the hourly
rate.
Standard Processing Fee Added to all Credit Card Payments*
Subtotal
Sales Tax (9.0%)
Total
Page 40 Page 3
ECS Imaging, Inc. ITEM NO. 3.
Esti •
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416 Date Estimate#
(951)-787-8768 11/30/2024 12704
(951)-787-0831 fax
Name/Address Ship To
Town of Los Gatos Town of Los Gatos
Accounts Payable ap@losgatosca.gov
110 East Main Street tmaheu@losgatosca.gov;
Los Gatos,Ca 95030 SKim@LosGatosCA.Gov
Due Date P.O. No. Terms Rep Phone
12/30/2024 Annual Renewal Net 30 Pete 925-586-7549
Description Qty Rate Total
Omnia Contract Discount -746.91 -746.91
**Your organization LSAP's expire on 06/30/2027-Laserfiche 0.00 0.00
imposes a 10%reinstatement fee for each month of an expired
LSAP-support site access will be suspended if payment is not
received by your expiration date**
Subtotal: $23,347.09
06/30/2028-06/29/2029
LF Rio User(25-49)LSAP 40 217.35 8,694.00
LF Rio Public Portal for 2 LF Servers LSAP 1 10,500.00 10,500.00
LF Rio Quick Fields Agent LSAP 1 2,100.00 2,100.00
LF Rio Quick Fields-Core,Includes Quick Fields,Bar Code, 1 1,050.00 1,050.00
Real-Time Lookup,Zone OCR,Pattern Matching LSAP
ECS Gold Priority Support consists of 10 hours of on-line or on-site 1 1,750.00 1,750.00
support time,unlimited phone support,and a 4 hour response time
for most services offered by ECS including Laserfiche tech support,
installations,configurations of workflow and forms,and integration
services. Support beginning 06/30/2028 and expiring 06/29/2029.
An additional 5 hours of Professional Services for version updates,
during normal business hours,is included.Additional on-line or
on-site support will be billed at your current hourly support rate.
Minimum on-site time is calculated at 2 hours. ECS may allow
planned after hours support in rare circumstances.In these
circumstances Priority Support will be billed at double the hourly
rate.
Standard Processing Fee Added to all Credit Card Payments*
Subtotal
Sales Tax (9.0%)
Total
Page 41 Page 4
ECS Imaging, Inc. ITEM NO. 3.
Esti •
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416 Date Estimate#
(951)-787-8768 11/30/2024 12704
(951)-787-0831 fax
Name/Address Ship To
Town of Los Gatos Town of Los Gatos
Accounts Payable ap@losgatosca.gov
110 East Main Street tmaheu@losgatosca.gov;
Los Gatos,Ca 95030 SKim@LosGatosCA.Gov
Due Date P.O. No. Terms Rep Phone
12/30/2024 Annual Renewal Net 30 Pete 925-586-7549
Description Qty Rate Total
Omnia Contract Discount -746.91 -746.91
**Your organization LSAP's expire on 06/30/2028-Laserfiche 0.00 0.00
imposes a 10%reinstatement fee for each month of an expired
LSAP-support site access will be suspended if payment is not
received by your expiration date**
Subtotal: $23,347.09
All Software,Licenses and Updates will be downloaded from the 0.00 0.00
Laserfiche website.
LSAP=LaserFiche Software Assurance Plan includes product
updates and enhancements for 12 months.
Standard Processing Fee Added to all Credit Card Payments*
Subtotal $104,214.03
Sales Tax (9.0%) $0.00
Total $104,214.03
Page 42 Page 5
ITEM NO. 3.
ECS IMAGING, INC. 877-790-9600
5905BrocktonAve.Ste.0 Q2)
uote
WORLD CLASS SOLUTION PROVIDER Riverside,CA 92506
www.FCSlmaging.com
Quotation For Quote Info Q3 2024 v.1
Name: Date:
Company: Town of Los Gatos Quote Number:
Phone: Valid Through
E-mail: Terms: Net 20
Account Manager: Pete Herschelman
Phone: (925)586-7549
E-mail: Dete eceimapinp.corn
Description of Product and Services
Quote for Ongoing Scanning Services
Scanning Services
SKU Description Unit Price Quantity Line Total
ECSS-REG-B&W ECS Black&White Document Scanning Services up to legal size $ 0.110 0.00 $ -
ECSS-ESIZE-B&W ECS Black&White Map Scanning Services up to esize $ 1.250 0.00 $ -
ECSS-PICKUP ECS Pick Up Fee $ 400.000 0.00 $ -
ECSS-PREP ECS Prep Charge Per Hour $ 35.000 0.00 $ -
ECSS-INDEX ECS Indexing Fee Per Hour $ 35.000 0.00 $ -
ECSS-UPLOAD ECS Upload Fee-Per Volume/Briefcase $ 65.000 0.00 $ -
Scanning Subtotal $ -
Special Terms
Image quantities,Prep and Index services are estimated.Actual images and services completed will be invoiced.
Subtotal $ -
Tax Rate Software Only(Download Only) 0.00% Tax $ -
Total $ -
Terms&Conditions:
o Payment Terms:Net 20 after each batch returned. o Changes in naming,templates or folders after files have been returned are subject to
o Laserfiche Tiffs or PDFs in portable vol umes to be attached to your Laserfiche system restructuring/reindexing fee
o ECS will train customer on how to load data onto LF Server during first delivery,if needed o OCRing can be done during scan process at no charge.Any verification time is$50.00/Hour
o Consulting of folder template and volume set ups included in project set up fee o DVD Set=1 Data DVD,1 Plus Viewer DVD-Plus DVD has retrieval engine on DVD.Regular size
o Items will be placed back into original carrier(folder,sleeve,etc.) documents fit approximately 90,000 imwes
o Items will be delivered free of charge after being scanned o CDSet=1 Data CD,1 Plus Viewer CD-Plus CD has retrieval engine on CD.Regular size rolls fit
o Items are scanned in order received.Any additional requests are subject to a charge approximately 10,000 imwes
o Scanning in Tiff imwes is 200-300dpi depending on need o Boxes may be destroyed at the customer's request at a cost of$10.00 a box.A Destruction
o Paper/Plans:Indexing included is 2 fields,up to 20 characters and Unique Document Name Certificate will be provided
up to 20 characters each o While documents are at ECS,we can provide an electronic copy for up to 4 per batch at no
o Microfiche:Indexing included is the name on the Sleeve charge.Additional special handling requests are subject to charge of$50/per hour
o Microfilm:Indexing included is the name on the Cartridge o IMPORTANT:Once the imaged data has been delivered you will have 60 days to review all
o Imes that have been fiched/filmed reverse have additional charge imwes.After 60 days all original documents will be destroyed or a monthly storwe box fee will
o All prices listed above are for estimating purposes only.Actual prices may vary apply
o Typical upload fee is 5GB per volume max-"66 B&W standard banker boxes,-13 Color o ECS may choose to utilize a scanning partner to perform these services as quoted and ECS would
o Pick up/Delivery charges(pricing varies,based on location and quantity) remain the project manwer and billing went.
o Standard processing fee added to credit card payments
Box/Doc Type Box Count Image Count Total Images
0
0
Totals 0 0 -
Page 43
EXHIBIT C