Attachment 1
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Peelle Technologies
ATTACHMENT 1
PURCHASE AND SERVICE AGREEMENT
THIS AGREEMENT is dated for identification this 22nd of January, 2017 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Peelle
Technologies, (“Supplier”), whose address is 197 E. Hamilton Avenue, Campbell, CA 95008. This
Agreement is made with reference to the following facts. This contract will remain in effect from
January 22, 2017 to January 1, 2020.
I. RECITALS
1.1.1 Town sought sole source approval for Peelle Technologies for all software maintenance/
support for Laserfiche software products. Peelle is our local area Laserfiche reseller, they
have set up all the Laserfiche customization that spans almost every department.
1.2 Supplier represents that it is a qualified and competent supplier of the items to be purchased
under this Agreement.
1.3 The Town desires to engage Supplier to provide Laserfiche Annual Maintenance, additional
Laserfiche software licenses, software updates, scanners, scanning services, remote support,
setup and troubleshooting of the Laserfiche system, and significant document scanning
projects town-wide.
1.4 The Supplier represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
II. AGREEMENTS
2.1 Supplies and Terms. Supplier hereby agrees to deliver to Town at 110 E. Main Street, Los
Gatos, CA 95030 the items and materials described in quotes throughout the year. The
terms and conditions are as follows:
(1) Price. Town shall pay Supplier the amounts defined in Staff approved quotations or
purchase orders, which include sales tax and delivery charges. Payment shall be net
30 days from delivery.
(2) Delivery. The delivery of additional software licenses and scanners shall be as
needed, no later than two weeks from date of request. Delivery shall be made
between 8:00 a.m. and 5:00 p.m. on weekdays that are not Town holidays or
furlough days.
2.2 Time of the Essence. Prompt delivery of the items and materials is essential to this
Agreement.
2.3 Scope of Services. Supplier shall provide services as described in that certain
Software/Hardware Maintenance Agreement Renewal sent to the Town on December 13,
2016 which is hereby incorporated by reference and attached as “Exhibit A.” In addition,
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supplier shall provide, scanning, on-site support, and additional Laserfiche software
licenses/equipment defined in staff approved quotations or purchase orders.
2.4 Time of Performance. The services to be performed are as follows: The annual
maintenance/support cost for the Laserfiche software products includes all software
updates. If required, on-site software support will be billed at the rate of $175.00 per hour.
Document scanning will be performed on an as needed basis, and be preceded by a Town
staff approved quotation.
2.5 Compliance with Laws. The Supplier shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Supplier represents
and warrants to Town that it has all licenses, permits, qualifications and approvals of
whatsoever nature which are legally required for Supplier to practice its profession.
Supplier shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the
Code of the Town of Los Gatos.
2.6 Sole Responsibility. Supplier shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.7 Information/Report Handling. All documents furnished to Supplier by the Town and all
reports and supportive data prepared by the Supplier under this Agreement are the Town’s
property and shall be delivered to the Town upon the completion of Supplier's services or at
the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Supplier in connection with the performance of its services pursuant to this
Agreement are confidential until released by the Town to the public, and the Supplier shall
not make any of the these documents or information available to any individual or
organization not employed by the Supplier or the Town without the written consent of the
Town before such release. The Town acknowledges that the reports to be prepared by the
Supplier 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 Supplier in
connection with other projects shall be solely at Town's risk, unless Supplier expressly
consents to such use in writing. Town further agrees that it will not appropriate any
methodology or technique of Supplier which is and has been confirmed in writing by
Supplier to be a trade secret of Supplier.
2.8 Compensation. Compensation for the supplies and materials delivered and for supplier's
professional services not to exceed $70,000.00 annually, inclusive of all costs, for a total
amount not to exceed $210,000.00. Payment shall be based upon Town approval of each
task.
Annual Software/Hardware Maintenance Agreement Renewal (Exhibit A)
On-site software support $175.00 per hour (two hour minimum)
Document Scanning Services and additional Laserfiche software licenses/equipment
defined in staff approved quotations or purchase orders
2.9 Billing. Billing shall be by invoice within thirty (30) days of the rendering of the services
and shall be accompanied by a detailed explanation of the work performed by whom at
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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
2.10 Availability of Records. Supplier shall maintain the records supporting this billing for not
less than three years following completion of the work under this Agreement. Supplier
shall make these records available to authorized personnel of the Town at the Supplier's
offices during business hours upon written request of the Town.
2.11 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Supplier. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.12 Independent Contractor. It is understood that the Supplier, 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 Supplier 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. Supplier agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Supplier 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
Supplier or is based on allegations of Supplier's negligent performance or wrongdoing.
2.13 Conflict of Interest. Supplier understands that its professional responsibilities are solely to
the Town. The Supplier has and shall not obtain any holding or interest within the Town of
Los Gatos. Supplier 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, Supplier 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.
Supplier 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, Supplier discovers it has employed a person with a direct or
indirect interest that would conflict with its performance of this Agreement, Supplier shall
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promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.14 Equal Employment Opportunity. Supplier warrants that it is an equal opportunity employer
and shall comply with applicable regulations governing equal employment opportunity.
Neither Supplier 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:
i. Supplier 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: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Supplier 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. Supplier shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Supplier agrees that all certificates and
endorsements are to be received and approved by the Town before work
commences.
iv. Supplier 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 Supplier for professional errors or omissions in the
performance of the particular scope of work under this agreement.
General Liability:
i. 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 Supplier; products and completed operations of Supplier,
premises owned or used by the Supplier. This requirement does not apply to
the professional liability insurance required for professional errors and
omissions.
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ii. The Supplier'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 Supplier'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 Supplier'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 Administrator.
3.3 Workers’ Compensation. In addition to these policies, Supplier 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,
Supplier shall ensure that all subcontractors employed by Supplier provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Supplier 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 omi ssions of the
Supplier, or any of the Supplier's officers, employees, or agents or any sub-contractor.
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 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
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4.3 Warranty. Supplier shall remedy any defects due to faulty materials and/or workmanship
and pay for any damages to other work and/or existing facilities resulting therefrom which
shall appear within a period of one year from the date of recording of final acceptance.
4.4 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.
4.5 Termination of Agreement. The Town and the Supplier shall have the right to terminate
this agreement with or without cause by giving not less than sixty days (60) written notice
of termination. In the event of termination, the Supplier shall deliver to the Town all
supplies and services scheduled to be delivered to Town within that sixty (60) day period.
4.6 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Supplier.
4.7 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.
4.8 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
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Peelle Technologies
Attn: Donna Braxton, Contract Administrator
197 East Hamilton Avenue
Campbell, CA 95008
OR personally delivered to Supplier to such address or such other address as Supplier
designates in writing to Town.
4.9 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.
///
///
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4.10 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Supplier. 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 Supplier have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Chris Gjerde, Information Systems Manager
Peelle Technologies by:
Donna Braxton
Contract Administrator
Title
Approved as to Form:
Robert Schultz, Town Attorney
Attest:
Shelley Neis, CMC, Clerk Administrator
This Page
Intentionally
Left Blank
TECHNOLOGIES
Document and Data Managemenl So/ulions
197 East Hamilton Avenue
Campbell, CA 95008
Phone: 800.233.5006 Fax: 408.866.4803
Send lnvoicea To:
Client: Town of Los Gatos
Attn: Chris e
Address 110 East Main Street
City, State, Zip:Los Gatos,cA 95030
Fhone: (408)3546814
Client lD Account Xanger
TOLGl'102 Jim Detrick
Software / Hardware
Maintenance Agreement
RENEWAL
Software / Hardware Location
Town of Los Gatos
PeeIIe
Glient:
Attn:
Address:
City, State, Zip:
Phone:
110 East Main Slreet
Chris
Los Gatos, CA 95030
(408) 354-6814
Pealle lnvoicc #
Qtv.
Laserfiche
Retrieval User
Laserfiche
lmport Agent
Laserliche
Quick Fields
;1.aserfiche
Real Time Lookup
Service Level Ext. Cost
$1,450.00
$600.00
s1,590.00
I
1t22i2018 $390,00
1123i2017 1i22t2018 $120.00
Exhibit ALof4
Glient P.O. #
Laserflche
Standard Server
Monday - Friday
8:00am - 5:00pm PST
Laserflche
Standard Server - Addtnl. Database
Monday - Friday
8:00am - 5:00pm PST
Monday - Friday
8:00am - 5:00Pm PST
Start Date
1t23!2017
1t23t2017
1D3nO17
112312017
1t2312017
End Date Unit Cost
I 1!2212018 s1,450.00
1t221?-018 $600.00
1
1
11221?-O18 $1,590.00
1122i2018
1t2212018
$250.00 $2s0.00
1
1
$1,590.00 $1,s90.00
15 112312017 1122i2018 s150.00 $2,250.00
1i23i2017 1t22i2018 $60.00 $3,000.0050
Monday - FridaY
8:004m - 5:00Pm PST
112312017 $390 00
$1,080 00Monday - Friday
B:00am - 5:00pm PST
Monday - Friday
8:00am - 5:00pm PST
$400.00
Continued
Page 1 of4
1i23i2017 1i22t2018 $100.00
Laserfiche
Web Access
Laserfiche
Web Access - Addtnl. Database
Laserfiche
Weblink
Monday - Friday
8:00am - S:fi)Pm PST
Monday - Friday
8;00am - 5:00Pm PST
Monday - FridaY
8:00am - 5:00pm PST
Monday - Friday
8:00am - 5:00Pm PST
Laserfiche
Full User
Product Description
TECHNOLOGIES
Document and Data Management Solutions
'197 East Hamilton Avenue
Campbell, CA 95008
Phone: 800.233.5006 Fax: 408.866.4803
Send lnvoices To:
Town of Los Gatos
Chris Gjerde
110 East Main Street
Los Gatos cA 95030
Gq8) 354-6814
Software I Hardware
Maintenance Agreement
RENEWAL
Software / Hardware Location;
Client: Town of Los Galos
Attn: Chris Gjerde
Address: 1 10 East Main Street
City, State, Zip: los Gatos, CA 95030
Phone: (408)354€814
PeeIIe
Client:
Attn:
Address:
City, State, Zip:
Phone:
Client lD
TOLG1102
Account Manger
Jim Detrick
Cllent P.O. #Peelle lnvoice #
5
Lase''fiche
Advanced Audlt Trail
Laserfiche
ScanConnect
Laserfiche
Workllow Addrtional User
Monday - Friday
8:00am - 5:00pm PST
Monday - Friday
B:00am - 5:00pm PST
Start Date End Date
1t23t2017 1t2212018
112312017
$34.00
$60.00 s300.00
Laserfiche
Workflow (10 User)
$3000.00
2 Fujitsu
fi-6140 Document Scanner
.S/N' 0339i7 anrl 01()4g
1123!2017 't12212018 $12s.00 $250.00
Notes: The annual maintenance/support cost for the Laserfiche software products includes all
software updates. lf required. on-site software support will be billed at the rate of $175.00 per hour,
porlal to porlal. with a two-hour minimum charge.
Total:s20,064.00
Please acknowledge your acceptance with a signed copy of lhe Maintenance Agreement and your purchase order. Faxcd copies are
acceptable and can be faxed direc;tly to the Contract Administration Department at 408.866.4t103
Donna Braxton / Contract Administrator 12112116
Auftroriz Dale
Exhibit A
2of4
Q{v.Product Deecription Service Level Unit Cost
3 1!22i2018 $s60.00 s1,680.00
1t2212018 s120 00 | sooo ooLaserfiche
RealTime Lookup and Validation Pkg.
1i23i2017
1i23t2017
1t2312017Laserfic*re
Zone OCR and ValidaUon Package
Monday - Friday
8:00am - 5;00pm PST
Monday - Friday
8:00am - 5:00pm PST
Monday - Friday
8:00am - 5:00pm PST
$1,600 001i22!2018 $1,6r)0.00
s34.00
1t22t2018
1 1l?2t?o18 $3000,00Monday - Friday
8;00am - 5:00pm PST
tr,londay - Friday
8;00am - 5:00pm PST
Page 2 ol 4
Authorized Clienl Representative i Trde
Ext. Gost r
1
1
I
5
'il2312017
lncluded are the Terms and Conditions under which Peelle Technologies, lnc, (hereafter referred to as Peelle) will Frovide software
and,/or hardware maintenancs,bupport services for the products lisled wilhin this Softu€re/Hardware Maintenance A0reemanl (hereafter
rofenBd to as AgrB€manl).
1) Softwar€ Maintenancs/Support Sarvices: Peelle will supply the following software maintenanc€y'suppon services:
(a) Poalle shall provida all n€cossary tel€phonB support for reporting and r€solving probl€ms with the softwars producls covsred
by this Agrcement, and shall bc available to receive notification by the Client of any sofrware problem. The Client must provide
adequate information and documentation to enable Peelle to recreate the reported problem. lf il is determined that there is no
probl€m with the Eoftwars producls, PeellB will so inform the Client and, in such cas€, Pealle reserves the right to chargs ths ClrBnl
for ths sarvicss provided at Paslls's than curBnt standard ratss dus raasonabla associatad oxp€ns€s. Notwithstanding the
provisions o, this s€ction, Peelle makes no wananties that tie mainlenance./support pmvided hereunder will be successful in
resolving any problems or in diagnoslng laults.
(b) All software releasesy'updates made available by the software manutacturer during the term of this Agreement.
Service is available by calling 800-233-5006 or via lhe lntemet al supporl@peelleiech.com. Unless olhe]wise spsrjfied on page one (1)
of this Agr€Bmsnl, Psella agr66s to use raasonable afforls to r€spond lo lhs Clionl's sarvic€ rsquast within four (4) hours ot r€ceipl of
notification. ln the first inslance, Peelle shall attempt to dlagno6e the reported problsm via telephone, s-mail and/or remote access and,
if considered appropriale, shall attempt to resolve the reported problem by requesllng that the Client perform any requlred/standard
operational mainlenance or simple adjustments which the Clienl can reasonably be expected to conduct. lf the reponed problem is not
resolved via telephone, e-mail and/or remote Bcceee, Peslle shall anenge for a syslem sngin€er 1o visit the Client's site during Pa6lle'r
normal businBs.s hours, which ars defined as tha hours balween 8:00 a.m. and 5:00 p m. PST, Monday thmugh Friday (excluding
Pe6116 company holidays).
2) HrrdwarE Maintrnrnco/Support Srrvicrs: Po6lla will supply thB ,ollo}.,/ing hardware mainlBnance/aupport services:
(e) All parls, labor and materials ns@ssary to maintain products covered by this Agre6ment
Servicc is available by calling 800-233-5006 or via the lnternel at support@peelletech.com. Unless otheMis€ specified on page (xle (1)
oI this Agre€ment, Peelle agrees lo use reasonable efforls to respond to the Clienfs service r€quest within twsnly-four (24) hours of
receipt of noti,ication and services will be performed duri]E Pa€lle's normal business hours. Normal buarness hours ar€ dsrined as the
hours between 8:00 a.m. and 5:00 p.m. PST, Monday through Friday (excluding Peslle company holidays).
3) Charges: Pealle will invoice Clisnt for lha total softwar9/hardwar€ maintenanceisupporl seMces cost, including any applicable taxes.
Client agtees to ramit completo payment tor the invoice in advance of the stated Agreement Start oate. An inlerest payment of 1.5%
compounded monthly and any applicable software maintenance reinstatgment fees imposed by the soflware nranufaclurer ahall ba
added lo those invoices not paid by lhe stated software maintenance Starl Dale.
4) Client Retponribility; Client is responsible for:
(e, Notifying Peelle in advancs of any matorial cfiangss to the supportod sysl6m's components, including, but not limiled !o, the
systomb notwork, sorver/workstat on hardware. operatlng system or security configuralion.
(b) Having a valid backup of data at all times to malntaln origlnal operating system, data and apdication softwars.
(c) Promptly notifying Peelle of any need for service and making product(s) availaue lo Peelle enginesrs.
(dl Running diagnostic lests on all non-supported system components (network, servBr/workstaliofl hardware, operating system or
securily configuration) before hsving a producl sorvicad under this AgrBemont.
5) Limitations of Service: Maintenance/support sewicas provided underthis Agrsemanl do not include:
(E) Cost of bringrng producl(s) to opsrational status prior to placing them under maintenance.
(b) Costs related to lha ofl or on-site implem€ntation (including, but no1 limited to installation, @nfiguration End training ssrvices)
of soflware updates made available by the soflware manufacturer during the t€rm of thiE AgrBemsnl.(c) Costs related to the resolution of soft\#are probl€ms caused by unapproved changss to the supported system's network,
server^r,/orkstation hardware, operating syslem or s€curity crnfiguralion.(d) Repair of damage caused by; accidents, nalural dis8st6r, improper use. damage during transportation/relocalion by Client,
work pBrformod on soflvvarsihardware by personnel other than Peelle employees./subconlBctors, csuses b€yond Paslle's control.(e) Fumishing consumable supplias or accessories as speciried by the manufacturer.(0 Hardwere with missing or allered serial numbers.(g) Repalr of damage or increase in seryice time caused by the use of the producl for purpose other than for which it was
designed or beyond the manufacture/s specifrcations.
lf services are required due to lh€ above causas, P6€ll€ h,ill pmvide services al Peelle's then current slandard s€rvice rates.
6) Term: This Agreemenl shall be tn cffect begrnning on th6 Slarl Dat€ as noted on page one (1) of this Agreement and c.ontinLrts
ner terminated as provided in Seclion 7 of this Agreemantlhrough Lhe End Date as
b>
Exhibit A
3 of 4
&5 lt*L2.fa',*
Page 3 of 4
AGREEMENT TER S AND CONDITIONS
Rus
7) Termination: Client may terminate lhis Agreement for any reason with srxty (m) days vrflttan noli.l/H-rba '--"4r ^^'^'4""y
ddc. Client may also terminate this Agreement if any material agreement or obligation conlained or refened to in tho Agroement has
b6en breached by Peelle, pmvid€d that Clienl has given Peelle notice of such breach and there has been a failure to curc such brea6i,
if curable, within lhirty (30) day6 after receipt of such nolice. Unless such breach has bsen cured, te,minslion shall be efleclive thirly
(30) days after receipt of such notice, and shall be without prejudice to any other right or.6medy lo which Cli6nl may be €nhlled either
at law, in equity, or olheMise, including, without limitation, under this Agreement. Pgelle may torminats this Agrasmont at any limo for
any reason with sixty (60) days written notice. Upon terminating the Agreemenl. Peelle wlll issue a prorated rofund of any remalning
propaid Agr€ement coveftrga. The refund amount will be for the Peelle technical support componenl only and will not include prepald,
non-retundable maintenance/supporl faes paid to lh€ softwara manufacturer(s) or third-pany hardware service provide(s),
8) Rab Chsnge3: The maintonanc€/support rales statad wrthin this Agn €manl will not chame duling the effecli\,€ dates specified for
lhis Agrcement. All rates are adjustable tor maintenancey'support covorage p€riods allar th€ contracl €xpiration date. ,aRz)
d3y€-oF!?rvrBe
of twe TilE-'lrrrr'dre€-pff rY*rBCSsrsia*e
10) Entlre Agreament: Client ackno,vl6dg6s thal he/she ha.s read lhiE A,gr€€mBnl, undsrslands it and Egraes to bs bound by PeBllB's
terms and conditions. Fudher, Client acknowledges that this Agreement ls the complete and axcluslve slatemont of tho agr€em€nt
beN^,een the partes, which supersedes all proposals or pdor agrcemcnts, oral or wrhl.en. This Agreement may not be modmed or
amand€d nxcept by written instrument duly executed by the paflies. 'fht 5 12;tc,nt.tt 6 an (yhtLir 7D 7b.JN .7'l/P-r'.rt
PtbSl1l Binding Effoct: This Agreement shall be Unding upon and shsll inure to the benetil of the parlies herelo and heir res@live
su@essofs.
l2) Gov€mlng Law This Agrsemont sll3ll be go!€m6d by and crnslrued in accordance with lha laws ot th€ Stal€ of Califomra
Exhibit A
4of4
Page 4 of 4
PeeIle
TECHNOLOGIES
Document and Data Managemenf So/ufions
197 East Hamilton Avenue
Campbell, CA 95{108
Phone: 800.233.5006 Fax: 408.866.'803
Send lnvoices To:
Town of Los Gatos
Software / Hardware
Maintenance Agreement
RENEWAL
Software / Hardware Location:
Client: Town of Los Gatos
Attn: Chris
Address: 110 Main Street
Caty, State, ZiP:Los cA 95030
Phone:(408) 354-6814
Client:
Attn:
Address:
Chris rde
110 East Main Street
City, State, ZiP:Los Gatos, CA 95030
Phone: (408) 354-6814
Cllent lD Account ilanger Glient P.O. #Peelle tnvolce #
TOLG1102 Jim Detrick
atv.Product DescriPtion Service Level Start Date End Date Unit Cost Ext. Cost
1 Laserfiche
Standard Server
Monday - Friday
8:00am - 5:00Pm PST
1t23t2016 1t22t2017 $1,450.00 $1,450.00
1 Laserfiche
Standard Server - Addtnl. Database
Monday - Friday
8:00am - 5:00pm PST
112312016 1t22t2017 $600.00 $600,00
1 Laserfiche
Web Access
Monday - FridaY
8:00am - 5:00pm PST
1t2312016 1t2212017 $1,s90.00 $1,590.00
1 Laserfiche
Web Access - Addtnl. Database
Monday - Friday
8:00am - 5:00pm PST
112312A16 1t2212017 $250.00 $250.00
13 Laserfiche
Full User
Monday - FridaY
8:00am - 5:00Pm PST
112312016 112212017 $150.00 $1,950.00
20 Laserfiche
Retrieval User
Monday - FridaY
8:00am - 5:00pm PST
1t2312016 'U2212017 $60.00 $1,200.00
1 Monday - Friday
8:00am - 5:00pm PST
1t2312016 1t22t2017 $390.00 $390.00
7 Laserliche
Ouick Fields
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t22t2017 $120.00 $840.00
4 Laserfiche
Real Time LookuP
Monday - Friday
8:00am - 5:00pm PST
112312016 1t2212017 $100.00 $400.00
Gontinued
Page 1 of 4
Laserfiche
lmport Agent
TECHNOLOGIES
Document and Data Management Sorutions
197 East Hamilton Avenue
Campbell, CA 95008
Phone: 800.233.5006 Fax: 408.866.4803
Send lnvoices To:
Client: Town of Los Gatos
Attn: Chris Gjerde
Address: 110 East Main Street
City, State, Zip: Los Gatos, CA 95030
Phone: (408) 354-6814
Software / Hardware
Maintenance Agreement
RENEWAL
Software / Hardware Location:
Town of Los Gatos
Peelle
Client:
Attn:
Address:
City, State, Zip:
Phone:
Chris Gierde
110 East Main Street
Los Gatos. CA 95030
(408) 354-6814
CIient lD Account Manger Client P.O. #Peelle lnvolce #
TOLG1102 Jim Detrick
atv.Product Description Service [.eve!Start Date End Date Unit Cost Ext. Cost
2 Laserfiche
Zone OCR and Validation Package
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t22t2017 $560.00 $1,120.00
3 Laserfiche
Real Time Lookup and Validation Pkg.
Monday -Fnday
8:00am - 5:00pm PST
112312016 $120.00 $360.00
1 Laserfiche
Advanced Audit Trail
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t22t2017 $1,600.00 $1,600.00
I Laserfiche
ScanConnect
Monday - Friday
8:00am - 5:00pm PST
1123t2016 1t22t2017 $34.00 $34.00
3 Laserfiche
Workfl ow Additional User
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t22t2017 $60.00 $180.00
1 Laserfiche
Workflow (10 User)
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t2212017 $3000.00 $3000.00
2 Fujitsu
fi-61 40 Document Scanner
S/N: 033037 and 01949
Monday - Friday
8:00am - 5:00pm PST
1t23t2016 1t22t2017 $125.00 $250.00
Notes: The annual maintenance/support cost for the Laserfiche software products includes all
software updates. lf required, on-site software support will be billed at the rate of $175.00 per hour,
portal to portal, with a two-hour minimum charge.
$15,2't4.00Total:
Please acknowledge your acceptance with a signed copy of the Maintenance Agreement and your purchase order. Faxed copies areacceptable and can be faxed directy to the Contract Administralion Department 408.866.4803
Administrator 12101115
Representative / Title Date
to form:Date:_ ,,
Donna Braxton
Date
Page 2 ot 4
e own rney
I
,
112212017
AGREEMENT TERIS AI,ID COND'TIONS
tncludad are the Terms and condilions under which Peelle Technologies, lnc. (her6aft€r. r€fensd J9 ?: Peell9) will pmvide.softwsre
and/or hardware maintsnance/support servicas for the pDducls listed within this S;flw8te/Hardware M6intenance Agroement (h€reafler
refan6d to as Agr€sment).
l) softwar€ ltelntanancarsupport ssfvice3: Peelle will supply the following soflware maintenanceJsupporl sorvices:
(a) Psslle shall provide all necessary telephone support for rcporting and fesolving problems with the software gmducls coverad
by this Agreement, anu stratt ue ivaiiatb io receive notiRcation by the client of a;y software problern. The client must provide
adequate information anO Oocumeniation to enable Peelle to recieate the reported pmblem lf it is determinod that th€rs is no
probtem with the software produc6, p"JiL
"iri."l"ro* th6 client and, in such case, Feelle reserves the tight to charge the client
i"i ji,"
""ri""r provided at p€elie's then curenl standard rate6 plus reasonable associated expenses Notwithstanding the
orovisions ol this se61ion, peerre maxes no warranties lhat the maintenanc€y'support provided hereunder will be succ€ssful in
iesolving any problems or in diagnosing faults'
i;i; ;"fffi;;;i;asesrupoatet mii'e a;ilabre by rhe software manufscturer durins rhe term of this Agre€ment
Service is available by calling 800-23$5006 or via the lntemet at support@peelletech'com Unloss otherwise.spscitied on page one (1)
of this Agreement, Peetle agrees ro u'si t""*."0f" "f"rt" t" ,".pona toih" Cli€nt's service request within
'our
(4) hours of recoipt of
notification. ln the fir8t instanoe, peB[o shall attempt to diagnose the reported probbm via telephone, e-mail and/or ramole accass and,
if consider6d appropriate, sfraf r arcmiifiiJso-rvJtf,e iep-orteO probleh Oy requesting that the Client perfom any r€quirsd/s6ndard
oporational maint€nance or simpte adllsimenG which the client &n raasonaoty ue axpected to conducl .
lf the reporlsd ptoblem is not
resolved via lelephone, e-mail and,/or'rgmol€ acce6s, Peelle shall arrange for a system engineer to visit the ctisnt's site during Peell6's
normal busaness hours, which are OednJ as tne hou6 belw€en 8:00 a.m. and 5:OO pm. PST, Monday through Friday (exduding
Paelle company holidays).
2)HardwareMaintanance,supportse]vlcea:Poell€willsupplythelollowinghardwa.emaintenanceJsupporls€rvices:
(a) All parts, labor and materials necessary to maintain pmducls cover€d by this Agre€ment
service is availabte by calling g00-23$5006 or via the lntemet at support@p€e etech.com..unless otheruvise specified on page one ('l )
of this Agreemanl, pealte agrees to use reasonaote eflorts to respond titie clienfs service requGt within twonty-four (24) hours ol
iua",pt oi "oltfi"rtion
ano selrrices *ii]-ue p"rro*eo during Peelb'! normal business hours. Normal busin€ss hours are d€Iined as the
h-ouiJ Lerween g:OO a.m. anO S:OO p.m. iST, Monday thoigh Friday (sxcluding Poelle company holidays)'
3) Charg3s: peelle will invoice client for th6 total softwarg/hardware maintenancs/support sarvic.es cosl, including any spdicable taxes
Clienl agrees to remit complete paymenffor the invoice in advance of the stated Agreoment Start Oate .An interest payrnanl oI 1-5ol'
..mDounded monthlv and anv applicable sottware maintenance roinstat€ment fe€s imposed by th€ softwaro manufadurer shall be
iaaJJ io ttrose invoioes not oiio bv the stated softwar€ maintenancs Start Date'
4) Client Respon3iblllty: Client is responsible for:
(a) Notifying P€slle in advance of any material changes to the supporled system's components, including' but not limitod to' th6
lu'"r".'" n"i*rt . servor/workstation hardware, operating system or security configuration'
i;ffi;rr#;;;iii;r;i;;'oio"t it aiiti."r to maintaiiorisinar oporatins system. data and application software'
i"i parp-uv
"otitvrg
pesfle ot any no€d for s€Mce and making producl(s) avaitabte to PeeIe €nginaers.
iai nrnnind Oiagno"ri" r""t" on "ii non-supported system comp=onents (network, server/$rcrkstation hardware, operating syslem or
ie,crtity coniRguration) beror€ having a producl ssrvicad und€r this Agreemont'
5) Limltations of servlce: Maintenance/support services povided under this Agrcement do not include:
(a}costofbringingproduct(S)tooperationaistatuspriortop]acingth6mu'ldgrmaintenan@.
iOi C."ti ritjrJO i.'ttre or'oi o-nJiti impr"r""t"ti"" iinclu-aing, 6ut not limited to installation, configuration and lraining services)
Lf'soft are upoates ,ads available by the sottware manulaclurer during the t.rm of this Agr€€msnt'
a;i-d;i; i,ifai"o to g," r"*rri.n 6i son*ire probrems caused bylnapproved ohanges to the supported svstem's net\ ,ork.
ierver/,,rorkstatlon hard$/are, operating system or sscurity configuratlon'
aJi' i6;;;;;rl" ""ri*i oi-ufoi"nii, naturar disastei improper use, damage during trsnsportation/rclocation bv Client'
* peaormeO on so'tty,,arefraroGre oy pers;nnel other thar Peeile amployees/subcontraclors, causes beyond Peellel control.
(si filmisning consumablg supplios or accessoriG as specfied by th€ manufaclurer'
(0 Hard,,\6r6 with missing or altored serial number6
iit n"p"ir of damage 6r increaee in service time caused by the use of lhe poduct for purpose other than for which it was
designed or beyond the manufac-ture/s specifications.
lf services are required due to the above causes, Peelle will provide services at Peelles then current standard servic€ rates.
6) Tarm: This Agre€ment shall be in €ff6c1 beginning on the Start Date as noted on page one (1) of thE Agreemont and continue
through lhe End Diat€ as noted on page two (2), unless sooner terminatod as pmvided in sectbn 7 of this Agreement'
Page 3 of 4
7) Torminatlon: Client may terminato this Agreement for any reason with sixty (60) days Mitten notice prior to the renewal anniversary
date. Client may also terminate this Agreem€nt it any material agreement or obliga o; contained or r;fened to in lhe Agreement hai
boen breachod by Peelle, provided that Client has given Peslle notice of such brerch and there has been a failure to cureiuch breach,if^curable, within thirly (30) days after receipl of such notice. Unless such breach has b6en cured, termination shall be effec{ive thirry(30) days after receipt of such notice, and shall b€ without prejudice to any other right or remedy to which Client may be €nti(ed eitherat law. in equily, or otherwise. including, withoul limitation, under this Agreement. Feelle may lerminate this Agreement at any time forany reason with sixty (60) days Mitlen notice. Upon terminating ths Agreement, Peelle will issue a proraled;efund of any remalningprepaid Agreement coverage. The refund amount will be for th€ Psslls tecfinical suppon componont only and will not include prepa idlnon-refundable maintenance/support fees psid to the software manufacturs(s) or thi;d-parly hardware service provide(s).
E) Rate Changes: The maintenance/support rates staled within this Agreement will not change during the effective dat€s sp€cified ,or
this Agreement. All rates are adjustable for maintenance/supporl coverage periods after lhe contract expiration date.
9) Limitation ol Llsbillty: Client must provida Peelle wilh notice of claims ol damage, impmper s€rvice, or lawsuit wilhin thirty (30)
days of service. Peelle shall not be liaue for performance delays or for nonperforma;ce due to causes beyond ils roasonable control.
For any material breach of this Agrsem€nt by Peelle, Client's remedy and Peelle's liability sha be limited to a refund of related
maintenance/support Ises paid during the poriod of br6ach, up to a maximum of twelve (12) nionths. The remedi66 provided herein areClient's sole and exclusive remedies. ln no evenl will Pe3lle b€ liable for sp€cial, puniiive, incidental, or consequen0al damages,
whether based in contracl, torl, or otherwise, including, without limitation, claims for loss or corruption of daia or lost pmrit-
'10) Entire Agro€ment: clienl acknowlodges that he/Ehe has read this Agreement, understands it and agrees to be bound by peelle,s
terms and conditions. Furthsr, Clignt acknowledg€s that this Agreement is the complete and exclusive statsmont of the agreementbetween the parties, which supersedes all proposals or prior agreements, oral or wiitten. This Agreement may not be m6dified or
amended except by Wlitten instrument duly executed by the parties.
'11) Blnding Effect This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respec{ive
su@essors.
12) Go\reming Law: This Agreemont shall be govemed by and construed ln accordance with the lar,\,s of the State of Califomia
Page 4 ot 4