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XPEDIO SOFTWARE LICENSE AGREEMENT

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					                           Stellent™ SOFTWARE LICENSE AGREEMENT
                                  ___________________________

This Stellent™ SOFTWARE LICENSE AGREEMENT (this "Agreement") is made and entered
into this ___ day of __________, 2002 (the “Effective Date”) between Stellent, Inc. ("Stellent"),
a Minnesota corporation with principal offices at 7777 Golden Triangle Drive, Eden Prairie, MN
55344 and The City of Phoenix (“the City”) a municipal corporation with principal offices at 251
West Washington St., Phoenix, Arizona 85003 .
This Agreement supercedes any "shrink-wrap" or other form of license agreement which
may be packaged with the Software or incorporated into the media on which the Software
is shipped.
THE STELLENT SOFTWARE (the “Software”) IS COPYRIGHTED AND LICENSED (NOT
SOLD). STELLENT DOES NOT SELL OR TRANSFER TITLE TO THE SOFTWARE TO the
City.
1.         Definitions. As used in this Agreement:
           1.1.        “Contributor” means an individual who is the City’s employee or contractor and
                       who has access to the Software, authority to submit and edit managed content,
                       and authority to perform standard end-user functions, including, but not limited to,
                       searching, viewing and printing managed content.
           1.2.        "User" means any individual who has authority to perform standard end-user
                       functions, including, but not limited to, searching, viewing and printing managed
                       content, but is not authorized to submit or edit managed content.
           1.3.        “Software” means the object code version of the Software along with the specific
                       modules and functionality listed in Attachment A, together with any fixes,
                       updates, modifications, enhancements, and new versions (if any) as may, from
                       time to time, be provided to the City as part of Stellent’s support service(s). The
                       term “Software” also includes the documentation and other written materials
                       packaged with this Agreement, together with such additional documentation and
                       materials as may, from time to time, be provided by Stellent to the City for use in
                       connection with the Software (collectively, the “Documentation”).
2.         Grant of License. In consideration of the City’s payment of the applicable fee, Stellent
           grants the City a perpetual, nonexclusive, nontransferable license to use one (1) copy of
           the Software on a single server at a single location (except as otherwise expressly
           stated in Attachment A) on the terms and conditions set forth in this Agreement. The
           City may use the Software only for the internal benefit of the City’s business and only to
           manage documents on internal and external Web sites in accordance with the
           Documentation. The City may also make one (1) copy of the Software for archival
           purposes. The number of Contributors and Users who may access the managed content
           via the Software is specified in Attachment A. The City may transfer any copy of the
           Software to another server as dictated by the City’s legitimate business needs, so long
           as the number of copies concurrently in use does not exceed the number of copies
           licensed to you.
3.         Ownership. This Agreement does not grant the City any right to use the Software
           except as expressly set forth herein, nor does it grant the City any ownership right, title
           or interest in or to the Software. All right, title and interest in and to the copyrights,


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           trademarks, patents, trade secrets and other intellectual property rights in the Software
           are and shall remain with Stellent and/or Stellent’s suppliers.
4.         Protection of Intellectual Property. The City acknowledges that the Software contains
           confidential and proprietary information and substantial and valuable trade secrets of
           Stellent and its third party suppliers. The City agrees to use the same care to protect the
           Software against any use, copying, disclosure or dissemination not expressly authorized
           by this Agreement that it uses to protect the City’s own most valuable proprietary
           information and materials, but in no event less than the care a reasonable business
           person would use under similar circumstances. Without limiting the foregoing, the City
           may not give any third party access to the Software (other than as Users), except third-
           party contractors who need access to the Software to perform services for the City and
           who have signed a non-disclosure agreement agreeing to protect the confidentiality of
           the Software.
5.         Restrictions. The City may not, nor may the City authorize or permit third parties to (a)
           use, copy, modify, or prepare derivative works of the Software or any part thereof,
           except as expressly authorized in this Agreement; (b) distribute, lease, sublicense, lend,
           give, transfer, assign or otherwise make all or any portion of the Software available to
           any third party; (c) reverse engineer, decompile or disassemble the Software or cause or
           allow discovery of the source code of the Software or attempt to do so, except to the
           extent the foregoing restriction is expressly prohibited by applicable law; (d) use the
           Software to manage or process documents or data on behalf of any third party without
           Stellent’s prior written consent; (e) use the Software for any multiple-user or time-sharing
           arrangement, or for any dial-up, remote access, interactive or other on-line service (for
           example, an ASP service), or for any other type of commercial venture that generates
           revenue as a direct result of the Software (for example, a service bureau or a
           subscription service) without Stellent’s prior written consent.
6.         Price and Payment. In consideration for the license granted in this Agreement, the City
           agrees to pay the fees as stated in Attachment A. The City also agrees to pay directly or
           to reimburse Stellent for all sales, use or other taxes resulting from the transaction
           covered by this Agreement, except taxes based on Stellent’s net income. Payment is
           due as set forth in Attachment A.
7.         Term and Termination. The City’s rights under this Agreement will commence upon
           the Effective Date. The City’s rights under this Agreement will terminate 30 days after
           the City’s receipt of written notice without further action required of Stellent upon the
           City’s material breach of this Agreement unless the material breach is cured within the
           notice period. Upon the termination of this Agreement, the City must (a) cease all use of
           the Software, (b) destroy or return to Stellent all copies of the Software in the City’s
           possession or under the City’s control, and (c) upon request, deliver to Stellent a
           certificate signed by an officer of the City’s company verifying compliance with
           subsection (b) of this Paragraph 7.
8.         Warranties. Stellent warrants, for the City’s benefit alone (a) that it has the right to grant
           the license granted in this Agreement; and (b) that for a period of ninety (90) days after
           the Effective Date, the Software, when operated with the equipment configuration and in
           the operating environment specified in the Documentation, will perform substantially in
           accordance with the technical specifications included or referred to in the Documentation
           and will perform the functional requirements listed in Attachment C. ALL THIRD PARTY
           SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND AND THE CITY IS
           RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO ITS QUALITY AND



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           PERFORMANCE.
9.         Remedies. As the City’s sole and exclusive remedy for any defect or error covered by
           the warranty set forth in Paragraph 8(b) above, and as Stellent’s entire liability in
           contract, tort, or otherwise, Stellent shall use commercially reasonable efforts to correct
           or cure such defect or error by issuing corrected instructions, a fix or a bypass. If
           Stellent has not corrected such defect or error after it has had a reasonable opportunity
           to do so, the City shall have the right to terminate this license with respect to the
           defective or nonconforming module(s) of the Software, provided however that if the
           Software is significantly impaired, the City may terminate the entire Agreement. In such
           event, Stellent shall refund the amount paid by the City as the Net License Fee and the
           Net First Year Maintenance and Support Fee for the defective or nonconforming
           module(s) of the Software, or in the event the entire Agreement is terminated, Stellent
           shall refund all monies paid under the Agreement. These remedies are provided on the
           condition that (a) the City reports the defect or error within the warranty period and
           provide Stellent with information sufficient to allow Stellent to reproduce the defect or
           error; and (b) the City has not modified, misused or damaged the Software. Ongoing
           Software support and maintenance is available from Stellent at additional cost.
10.        DISCLAIMER OF WARRANTIES. THE WARRANTIES SET FORTH IN PARARGRAPH
           8 ARE IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES ON THE
           PART OF STELLENT AND ITS SUPPLIERS WITH RESPECT TO THE SOFTWARE.
           EXCEPT AS EXPRESSLY STATED IN PARAGRAPH 8, STELLENT MAKES NO
           WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY,
           INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR
           FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE.
           WITHOUT LIMITING THE FOREGOING, STELLENT DOES NOT WARRANT THAT
           THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CITY’S
           REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
           UNINTERRUPTED OR ERROR FREE. ALL THIRD PARTY SOFTWARE IS
           PROVIDED WITHOUT WARRANTY OF ANY KIND, AND THE CITY IS RESPONSIBLE
           FOR THE ENTIRE RISK WITH RESPECT TO ITS QUALITY AND PERFORMANCE.
11.        Limitation of Liability. In no event shall Stellent or its suppliers be liable for any
           indirect, special, incidental, consequential, or exemplary damages, including without
           limitation, damages for lost profits or revenues, loss of use of any software or hardware,
           loss of data, or interruption of business, whether claimed in contract, tort, or otherwise,
           even if Stellent is informed of the possibility of such loss or damage. The provisions of
           this paragraph shall not apply to Stellent’s liability arising or resulting from damage or
           injury (including death) to the property or person of anyone or to Stellent’s liability for
           infringement of intellectual property rights pursuant to Paragraph 12.
12.        Intellectual Property Indemnification. Stellent agrees to defend, at its own expense,
           and to indemnify and hold harmless City and its officers, agents, and employees from
           and against all judgments, claims, damages, suits, liabilities, settlements, costs, and
           demands, including reasonable attorneys' fees, suffered or incurred by City as a result of
           any claim that the Software provided within the scope of this Agreement infringes any
           copyrights, patents, trademarks, trade secrets or other intellectual property rights of third
           parties, provided that Stellent is notified promptly in writing of such claim. Stellent shall
           have the sole right to control the defense of all such claims, lawsuits, and other
           proceedings including the right to settle the same. In no event shall City settle any such
           claim, lawsuit or proceeding without Stellent's prior express written approval. City shall
           cooperate with Stellent in a reasonable way to facilitate the settlement or defense of


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           such claim. If as a result of any claim of infringement, Stellent or City is enjoined from
           using the Work Product provided under this Agreement, or if Stellent reasonably
           believes that the Work Product is likely to become the subject of a claim of infringement,
           Stellent may, at Stellent's option and expense, (1) procure the right for City to continue to
           use the Work Product, or (2) replace or modify the Work Product so as to make it non-
           infringing and capable of serving the purpose for which the Work Product was provided.

           The foregoing provisions of this Section will not apply to the extent that such
           infringement or unauthorized use arises from, or could have been avoided except for (1)
           the City’s modification of the Software; (2) the failure of the City to use any corrections or
           modifications made available to City by Stellent; (3) information, materials, instructions
           or specifications provided by the City; or (4) the use of the Software in combination with
           any product not provided by Stellent, unless Stellent’s Work Product infringes the third
           party’s rights in the absence of such combination. This Section 12 states the entire
           liability of Stellent with respect to infringement of any intellectual property rights by the
           Software or any parts thereof.
13.        Copyright Infringement of Third Party Content. THE CITY’S USE OF ANY
           MATERIALS OBTAINED BY USE OF THE SOFTWARE IS SUBJECT TO APPLICABLE
           COPYRIGHT LAWS AND NEITHER STELLENT NOR ITS SUPPLIERS SHALL BE
           LIABLE FOR ANY INFRINGEMENT FOR WHICH THE CITY IS RESPONSIBLE. The
           City agrees to defend Stellent and its third-party suppliers at the City’s expense and pay
           all damages that a court finally awards against Stellent and/or its suppliers arising out of
           the infringement of any third-party content the City accesses using the Software.
14.        Injunctive Relief. The City acknowledges that the use, copying, disclosure or
           dissemination of the Software, or the trade secrets embodied therein, in a manner not
           authorized by this Agreement may cause irreparable harm to Stellent that could not be
           fully remedied by monetary damages. The City therefore agrees that Stellent shall be
           entitled, in addition to any other remedies available to it at law or in equity, to seek
           injunctive or other equitable relief as may be necessary or appropriate to prevent such
           unauthorized use or disclosure without the necessity of proving actual or irreparable
           damage by reason of any such unauthorized use, disclosure, dissemination or copying.
15.        Governing Law. This Agreement shall be governed by the laws of the State of Arizona
           and the parties consent to personal jurisdiction and venue in Arizona. The United
           Nations Convention on Contracts for the International Sales of Goods is specifically
           excluded from application to this Agreement. The City will comply with all foreign and
           domestic laws and will not export or re-export the Software without Stellent’s prior written
           authorization and without appropriate United States or foreign government licenses and
           approvals.
16.        Assignment. Neither party may transfer or assign its rights or obligations under this
           Agreement without the prior written consent of the other party , and any transfer or
           assignment without such prior consent is void. The provisions of this Section 16 shall not
           apply in the case of an acquisition of all or substantially all of the business of the
           assigned party.
17.        Notice. All notices, demands and requests required or permitted to be given under this
           Agreement shall be in writing and delivered (a) personally or by local courier, (b) by a
           nationally recognized overnight courier or (c) sent by United States certified mail, return
           receipt requested, postage prepaid and addressed to the parties at their respective
           addresses set forth above. Notices shall be effective upon receipt if delivered personally,



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           by local courier or by certified mail and on the next business day if sent by overnight
           courier.
18.        Source Code Escrow. Stellent has contracted with Ft. Knox Escrow Services, Inc.
           (now D.S.I.) to maintain a deposit of the Stellent software source code (the “Escrow
           Agreement”). Stellent agrees to cause you to be listed as a “Licensee” entitled to release
           of the deposited materials under the terms and conditions of the escrow agreement
           which provides for release of the source code to a Licensee in the event Stellent (the
           “Producer”) “…fail(s) in a material respect to support the applicable Systems as required
           by a license agreement … between Licensee and Producer or that Producer has
           otherwise defaulted in a material respect under the License Agreement ("Producer
           Default")…”
19.        Miscellaneous.
           19.1.       Amendments. No amendment to this Agreement shall be binding unless made
                       in writing and signed by a duly authorized representative of the party against
                       whom enforcement is sought.
           19.2.       Consents. Whenever the consent of a party is required, such consent may be
                       withheld in that party’s sole and absolute discretion.
           19.3.       Non Waiver. The failure of either party at any time to require performance of
                       any provision of this Agreement or to exercise any right provided for herein shall
                       not be deemed a waiver of such provision or such right. All waivers must be in
                       writing. Unless the written waiver contains an express statement to the contrary,
                       no waiver by either party of any breach of any provision of this Agreement or of
                       any right provided for herein shall be construed as a waiver of any continuing or
                       succeeding breach of such provision, a waiver of the provision itself, or a waiver
                       of any right under this Agreement.
           19.4.       Remedies are cumulative. All remedies provided for in this Agreement shall be
                       cumulative and in addition to and not in lieu of any other remedies available to
                       either party at law, in equity or otherwise.
           19.5.       Entire Agreement. This Agreement contains the entire understanding and
                       agreement between the parties with respect to the subject matter hereof and
                       supersedes all previous communications, negotiations and agreements, whether
                       oral or written, between the parties with respect to such subject matter.
           19.6.       Survival. Any obligations that by their nature should continue after the expiration
                       of this Agreement shall remain binding upon the parties.
           19.7.       Force Majeure. Neither party shall be responsible for delay or failure of
                       performance due to extraordinary causes (Force Majeure) that are reasonably
                       beyond the control and without the fault or negligence of such party, which could
                       not, in the exercise of commercially prudent business practices, have been
                       anticipated and the consequences managed by the affected party.
           19.8.       Cancellation. All parties hereto acknowledge that this Agreement is subject to
                       cancellation by the City pursuant to the provisions of Section 38-511, Arizona
                       Revised Statutes.
           19.9.       Nondiscrimination. Stellent, in performing under this Agreement shall not
                       discriminate against any worker, employee, or applicant, or any member of the
                       public, because of race, color, religion, gender, national origin, age, or disability
                       nor otherwise commit an unfair employment practice. Stellent will take


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                       affirmative action to ensure that applicants are employed, and employees are
                       dealt with during employment without regard to their race, color, religion, gender,
                       or national origin, age, or disability. Such action shall include but not be limited
                       to the following: Employment, promotion, demotion or transfer, recruitment or
                       recruitment advertising; layoff or termination; rates of pay or other forms of
                       compensation; and selection for training; including apprenticeship. Stellent
                       further agrees that this clause will be incorporated in all subcontracts with all
                       labor organizations furnishing skilled, unskilled and union labor, or who may
                       perform any such labor or services in connection with this Agreement.

                       Contractor further agrees that this clause will be incorporated in all subcontracts,
                       job-consultant agreements or subleases of this agreement entered into by
                       Contractor.
           19.10. Intention of Parties. The parties agree that Stellent is providing software and
                  services under this Agreement as mutually agreed upon by the parties and that
                  the relationship created by this Agreement is that of independent contractor.
                  Neither Stellent nor Stellent’s agents, employees, servants, or helpers shall be,
                  or shall be deemed to be, the employee, agent, or servant of the City. This
                  Agreement is not intended to and will not constitute, create, give rise to, or
                  otherwise recognize a joint venture, partnership, or formal business association
                  or organization of any kind between parties, and the rights and obligations of the
                  parties shall be only those expressly set forth in this Agreement.

                       The parties agree that neither Stellent nor any person provided by Stellent in the
                       performance of Stellent’s obligations under this Agreement are City employees
                       and that no rights of City civil service, retirement, or personnel rules accrue to
                       such persons. Stellent shall have total responsibility for all salaries, wages,
                       bonuses, retirement, withholdings, workers compensation, other benefits, and all
                       taxes and premiums appurtenant thereto concerning such persons used by it in
                       the performance of this Agreement; and Stellent shall indemnify and hold the City
                       harmless with respect thereto.
           19.11. Compliance with Immigration Reform and Control Act. Stellent understands
                  and acknowledges the applicability of the Immigration and Reform and Control
                  Act of 1986 (IRCA) to it. Stellent agrees to comply with IRCA in performing
                  under this Contract and to permit City to verify such compliance.
           19.12. Budget Approval Into Next Fiscal Year. This Agreement shall commence on
                  the date first written above and continue in full force and effect until termination in
                  accordance with the provisions as set forth herein. The parties herein recognize
                  that the continuation of this contract after the close of City's fiscal year, which
                  ends on June 30 of each year, shall be subject to the approval of the budget of
                  the City of Phoenix providing an appropriation covering this item as an
                  expenditure therein. City does not represent that said budget item will be
                  actually adopted, said determination being that of the City Council at the time of
                  the adoption of the budget.

Accepted:
Stellent, Inc.                                               The City of Phoenix, a municipal
                                                             corporation



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By:                                                 By: _______________________________

Name: _____________________________                 Name:       Frank A. Fairbanks

Title: ______________________________               Title:         City Manager

Date: ______________________________                Date: ______________________________


And:                                                By: _______________________________

                                                    Name:        Danny W. Murphy

                                                    Title:    Chief Information Officer

                                                    Date: ______________________________


                                                    Attest:
                                                    ___________________________________

                                                                     City Clerk

                                                    Approved as to Form:


                                                    ___________________________________
                                                                Acting City Attorney




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                                                Attachment A
Configuration and Pricing Table
                                  Product                      Qty      List Price        Extended
                                                                .                           Price
Software License Fees:
CS150-V-P           Stellent Content Server 150 Contributors      1   $175,000.00    $175,000.00
Production
    Includes:
        Archiver/Replicator                                       1
        Stellent Developers Kit                                   1
CS150-V-D           Stellent Content Server 150 Contributors      1   $35,000.00     $35,000.00
Developer
Includes:
        Archiver/Replicator                                       1
        Stellent Developers Kit                                   1
CS15-V-P            Stellent Content Server 15 Contributors       1   $50,000.00     $0
Production
Includes:
        Archiver/Replicator                                       1
        Stellent Developers Kit                                   1
CP-P                Stellent Content Publisher Production         1   $30,000.00     $30,000.00
    Includes:
        Stellent Site Builder                                     3
CP-D                Stellent Content Publisher Development        1   $6,000.00      $6,000.00
Includes:
        Stellent Site Builder                                     3
WBT150              Stellent Web Based Training                   1   $5,000.00      $5,000.00
CT-P                Stellent Content Tracker Development          1   $25,0000       $25,0000


Total Software                                                                       $276,000.00
Less Discount (CS15-V-P already included FOC)                                        -$101,000.00
Net Software License Fees                                                            $175,000.00




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First Year Maintenance and Support Fees
CS150P-M Stellent Content Server Maintenance P             1   $35,000          $35,000
CS150D-M Stellent Content Server Maintenance D             1   $ 7,000          $ 7,000
CS15P-M Stellent Content Server Maintenance P              1   $10,000          $10,000
CP-P-M Stellent Content Publisher Maintenance              1   $ 6,000          $ 6,000
CP-P-M Stellent Content Publisher Maintenance              1   $ 1,200          $ 1,200
WBT150-M Stellent Web Based Training Maintenance           1   $ 1,000          $ 1,000
CT-P-M Stellent Content Tracker Maintenance                1   $5,000           $5,000


Total First Year Maintenance and Support                                        $65,200.00
Less Discount *                                                                 -$23,859.00
Net First Year Maintenance and Support Fees                                     $41,341.00


Training
COR-TRN-OS Stellent onsite training                     8      $20,000          $20,000
                                                       days
COR-TRN-PC Portable classroom with transport            8      $9,000           $9,000
                                                       days


Training                                                                        $29,000.00
Less Discount *                                                                 -$4,000.00
Net Training Fees                                                               $25,000.00




1.         Limitation on Increases. Stellent agrees that it will not increase the Annual
           Maintenance and Support Fees by more than 5% over the prior year’s Net Annual
           Maintenance and Support Fee.
2.         Third Party Software. The above configuration contains no “Third Party Software” as
           that term is used in Paragraph 8 of the Agreement.
3.         Payment Terms. The City shall pay to Stellent the “Net Software License Fees” and the
           “Net First Year Maintenance and Support Fees” within 30 days of delivery of the
           Software.




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                                             ATTACHMENT B
                              MAINTENANCE AND SUPPORT PROGRAM

THIS PROGRAM IS AVAILABLE ONLY TO LICENSEES OF THE STELLENT
SOFTWARE PROGRAM (THE "SOFTWARE"). THIS IS AN OPTIONAL PROGRAM
AND REQUIRES ANNUAL PAYMENT OF A MAINTENANCE FEE.

1.         Stellent will maintain the Software to conform in all material respects to its
           documentation and will make available to the City all generally incorporated
           improvements and enhancements prepared by Stellent, and otherwise maintain the
           Software in accordance with Stellent’s standard maintenance procedures. Stellent will
           make available to the City, all generally incorporated improvements and enhancements
           prepared and released by Stellent at no additional cost so long as an active
           Maintenance and Support Program is in place.
2.         The Maintenance and Support Program shall commence after expiration of the 90
           warranty as defined in the Software License Agreement and payment of the annual
           Maintenance Fee and shall continue in effect for a period of one (1) year (“the Initial
           Term”). The Maintenance and Support Program may be continued for successive one
           (1) year periods (each of which shall be a “Renewal Term”) as provided below.
3.         The annual Maintenance Fee for the Initial Term shall be as stated in Attachment A. The
           annual Maintenance Fee shall be payable by the City in full, in advance of the Initial
           Term and any Renewal Term. The annual Maintenance Fee may be adjusted by Stellent
           prior to any renewal term. Any such increase shall be imposed generally upon Stellent’s
           customers. Stellent agrees that it will not increase the Annual Maintenance and Support
           Fees by more than 5% over the prior year’s Net Annual Maintenance and Support Fee.
4.         The annual Maintenance Fee shall cover 1) routine “bug fixes”, 2) troubleshooting,
           advice and assistance in the form of telephone or e-mail support; and 3) modifications,
           enhancements, and updates of the Software; as Stellent, at its option, may elect to offer
           its licensees. The Annual Maintenance Fee shall not entitle the City to receive any
           modifications or updates of the Software, that are requested by the City to further
           enhance the Software or other customization that may be provided for under separate
           agreement by Stellent.
5.         Escalation Response Procedures. The following escalation response procedures,
           assume the City will provide secure remote access in accordance with the City’s
           security standards as provided in Attachment C. Stellent, when given such access will
           act in accordance with the City’s security standards and will only use such access for the
           purposes of fulfilling the requirements of this Agreement.
           5.1.        Stellent customers may request escalation to support management at any time
                       by requesting to speak with a support manager when engaged with Stellent
                       support personnel
           5.2.        Stellent product support staff will work jointly with the City to assign the
                       appropriate call situation severity level. The assigned severity level defines
                       which escalation timeline is used.
           5.3.        The City must provide Stellent with the following information:



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                       5.3.1. The nature and severity of the problem (e.g. system is down, returning
                              incorrect data, minor product bug, etc.)
                                   5.3.1.1.    Critical: the Software is inoperable with no immediate work
                                           around or resolution available. Remote access may, at the
                                           discretion of Stellent, be necessary for problem resolution.
                                   5.3.1.2.    Severe: The City is experiencing intermittent failure or
                                           performance degradation of the software. However, essential
                                           parts of the Software are functional. Remote access may be
                                           necessary for problem resolution.
                                   5.3.1.3.   Medium: Conditions are defined as minor problems that can
                                           be worked around with little or no impact to the City.
                                   5.3.1.4.   Low: General questions that do not affect normal operations.
                       5.3.2. Name and telephone number Stellent should contact to provide action
                              plan or, for further discussions as required.
                       5.3.3. Stellent product and version level
                       5.3.4. Operating system and version level
                       5.3.5. Data base type and version level
                       5.3.6. Web server type and version level
6.         Stellent will provide a telephone number and e-mail address through which Stellent will
           provide support as needed to evaluate and assist in the resolution of problems related to
           the City’s use of the Software. Support personnel shall be available between the hours
           of 7 A.M. and 7 P.M. Central Time. During business hours, Stellent will endeavor to
           respond in not more than two (2) hours from the time of the initial call to the help desk or
           receipt of an e-mail request for assistance. If there is a critical need after hours, Stellent
           will provide support at the rate of $250 per hour with a $500 minimum per event.
7.         Sixty (60) days prior to the end of each term, Stellent will send the City an invoice for the
           next Renewal Term’s Maintenance Fee. Upon receipt of such invoice, the City shall
           have a period of thirty (30) days in which to advise Stellent in writing that the City wishes
           to terminate the Maintenance and Support Program. If no such notice is received by
           Stellent within the thirty (30) day period, then the Maintenance and Support Program
           shall automatically renew for an additional one (1) year term. Stellent may terminate the
           Maintenance and Support Program by providing written notice to the City at least six (6)
           months in advance of the end of any term. In such event, termination shall be effective at
           the end of the then current term or six (6) months after the effective date of the notice,
           whichever is later. Upon expiration or termination of the Maintenance and Support
           Program, Stellent shall have no further obligation to provide further maintenance and/or
           support to you. Other than for material breach of the Agreement, neither party may
           terminate the Maintenance and Support Program except at the end of a term.
8.         Stellent agrees that it will continue to offer Maintenance and Support services for no less
           than three (3) years from the Effective Date.
9.         If terminated, reactivation of the Maintenance and Support Program shall be at Stellent’s
           sole discretion, and subject to a reactivation fee.
10.        Special training, software customization, and other services are not covered under the
           Maintenance and Support Program. Stellent may publish from time to time its regular


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           charges for such services which are provided on an hourly basis plus expenses.




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                                                ATTACHMENT C

                                           FUNCTIONAL REQUIREMENTS

1.         Compatibility and ability to integrate with the City's existing web infrastructure
           products, which includes: Solaris, iPlanet, Oracle, Notes/Domino, Microsoft
           Windows NT or 2000, Microsoft IIS, and Microsoft SQL.
2.         Compatibility and ability to integrate with as many Web Application Server environments
           as possible, including Haht, and Cold Fusion, which are already in use in the existing
           environment.
3.         Supports the following file systems and protocols: HTTP and FTP.
4.         Supports the following types of content: HTML, XML, SMTP, Excel Spreadsheets, Active
           X Controls, JavaScript, DHTML, CGI, Cascading Style Sheets, Word Documents, ASP,
           JSP, Java Applets (.class), Graphics (.jpg, .gif, .tif, .png), Audio/Movie (.wav, .mvr), Text
           (.txt), Icons (.ico), Photoshop data file (.psd), PowerPoint (.ppt), Perl and HAHT
           applications.
5.         Supports the following programming languages: Java, Perl, Visual Basic and ASP.
6.         Provides a browser based interface for content providers.
7.         Provides a browser based interface for system administration.
8.         System administration interface is compatible with Microsoft Windows 2000.
9.         Supports web page layout tools such as Dreamweaver and Frontpage and/or provides
           an integrated page layout tool.
10.        Supports Integrated Development Environments(IDE) such as HAHT site and Cold
           Fusion and/or provides an internal IDE.
11.        Supports common browser types and versions (e.g. Internet Explorer 4 and up,
           Netscape 4 and up)
12.        System is easy to install.
13.        System is easy to configure and maintain.
14.        System is built with an open architecture and supports industry standards.
15.        Provides the ability to have alternative display formats for pages, to support access from
           PDA's and WAP-enabled cell phones.
16.        Supports load balancing and dynamic fail-over among web server farms.
17.        Provide for site export (static portable image)
18.        Provide ability to restore individual pages/components from backup or versions.
19.        Ability to integrate with E-Commerce, ListServer, and other interactive Web applications.
20.        Provides templates that can be customized with JavaScript. (Supports JavaScript
           features like anti-framing and the automatic display of creation date.)
21.        Allows for multiple levels of administrative access and use, based on authorization levels



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           or roles assigned and controlled by system administrator.
22.        Ability to integrate with Solaris/iPlanet security for user authentication and system
           controls.
23.        Ability to integrate with Microsoft Windows 2000/IIS security for user authentication and
           system controls.
24.        Supports 128-bit encryption or higher.
25.        Provides support for LDAP authentication, for both internal and external users.
26.        Provides for group/user security control with user self registering for access to specified
           content or services or site "views".
27.        Provides a way to link content provider to specific pages or applications (personalized
           menu).
28.        Ability to identify the original content author and department as well as log and track
           content changes and content approvals.
29.        Provides an automated method for routing content for approval, allowing for multiple
           levels of approval before content is promoted to production.
30.        Supports automatic notifications of approvals/rejections to contributors and moderators
           (e.g. via Email).
31.        Provides ability to automatically push approved and scheduled changes to the
           production environment dynamically (as soon as they are approved), as well as roll-back
           changes to a given version or point in time.
32.        Is able to support the promotion of content to multiple load-balanced production
           servers (farms), in an automated manner.
33.        Provides for assigned ownership or shared ownership of individual pages or
           groups of pages.
34.        Provides flexible updates to the Internet once required approvals are complete.
           (e.g. daily, hourly, instant, scheduled, requested)
35.        System allows content to be published when a single member of a group
           approves it and no one in that group disapproves of it.
36.        System helps enforce policy and maintain standards by constraining content
           providers to allowed behavior. (e.g. Constrains the use of HTML functions such
           as "mailto:" and forms.)
37.        Provides easy to use client interfaces for content providers, template developers,
           approvers and administrators to manage the content creation and approval
           process.
38.        Requires minimal training for web management staff to be able to implement and
           maintain.
39.        Requires minimal training for content provider to be able to implement and
           maintain.
40.        Provides systematic support for templating to allow for the creation of re-usable
           components and pages, and to assist contributors in submitting and formatting


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           content.
41.        Provides a set of sample templates, or sites, to assist in conversion and
           development.
42.        Allows for content and component inventory and re-use, where an item is
           changed only once, and those changes are propagated throughout the site.
43.        Provides the ability for a site user to customize or personalize the way a page
           looks to suit their unique information needs.
44.        Supports secure and segregated development, testing, staging and production
           web environments, and provides a mechanism, or framework, for moving
           updated content through each environment.
45.        Provides a method for developers, reviewers and approvers to test, verify and
           preview changes in a real-time fashion, in an isolated environment, incorporating
           those components needed from the production environment to get a complete
           view of the impact of their changes.
46.        Provides a facility to allow for concurrent development of content or functions
           (e.g. locking, check-in/checkout and version control).
47.        Provides the ability to require expiration/review dates for published content, notify
           the content owner of expiring data, and provide automated cleanup.
48.        Provides ability to merge page changes, in situations where multiple authors are
           submitting changes to a common page.
49.        Provides a tool that highlights differences in source or HTML/XML
50.        Provides a tool that automates or simplifies the creation and maintenance of
           Metatags and Metadata.
51.        Allows for full content searching of all managed components, including data
           bases or provides integration with a 3rd party product that provides this ability.
52.        Provides for automated link verification within the site.
53.        Provides ability to auto-generate "Tables of Contents" or "Site Maps"
54.        Provides ability to auto-generate navigational structures for the site
55.        Provides facilities and methodologies that allow for a conversion from the existing
           site structure, to the new product set.
56.        Allows contributors to create content by submitting Microsoft Office sources for
           conversion or posting (e.g. Word, Excel, PowerPoint).
57.        Provides drag and drop content submission capabilities (e.g. Office documents)
58.        Allows for the archiving of an entire site, and provide facility to restore the
           archived site from a specific version
59.        Provides ability to easily generate "printer friendly" versions of content pages.
60.        Provides interfaces for streaming media (e.g. Flash)



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61.        Allows parameters to be passed from an HTML page to a web application.
62.        Supports download capability.
63.        Supports upload capability.
64.        Supports and/or facilitates Multiple Languages.
65.        Supports connectivity with existing legacy data sources.
66.        Allows content to be shown in a specific sort order. (I.e. reverse chronological by
           input date until expiration date.)
67.        Accessibility - supports screen reader technologies.
68.        Provides support for remote content providers.
69.        System offers customizable online help as well as access to policy information.
70.        System allows dynamic changes to the structure of information on the site.
           (architecture)
71.        System allows re-categorization of existing data.
72.        System allows application-like collections of related information to be developed
           within the system. (e.g. FAQ's)
73.        System allows users to bookmark a specific URL in order to return to specific
           information on the site.
74.        System supports automatic URL Redirection of alternate domain names to a
           specific location within the site.
75.        System provides automated HTML cleanup
76.        System allows the parallel use of managed and non-managed content (e.g. static
           web pages housed in directories outside of the CMS)
77.        System can import HTML content developed from HTML tools like Dreamweaver
           into the Content Management System with the approval of an administrator.
78.        Supports multiple site "views" reusing same information with emphasis varying
           based upon role of the site visitor
79.        System provides the ability to require a disclaimer for external links.
80.        System Administrator(s) can update content independently from the content
           provider, author or owner.
81.        Provides a viewable library of available resources such as graphics and icons
           that are labeled with a description, file format, file size and standard clauses such
           as "Requires Adobe Reader."
82.        Provides click stream analysis and reporting.
83.        Provides an ad-hoc report that identifies links referring to a specified page or
           content block(area).
84.        Shows and/or disallows orphans and broken links.



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85.        System provides verification of external links and notification when they are not
           working.
86.        System provides scheduled re-verification of links.
87.        Provide a report of newly added external links on a regular basis.
88.        System provides ad-hoc approval status reports.
89.        System produces usage logs formatted for standard web reporting or provides
           "Web Trends" style reporting on a scheduled and/or ad-hoc basis. If this
           capability is not available from within the solution, the vendor must recommend a
           third party that can provide this capability. The software and setup cost to
           implement the third party provider's solution must be included in the proposal.
90.        System is able to scale easily and manage anywhere from 10,000 to 1 million
           individual items
91.        Provides a graphical user interface for workflow design.




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