13067-CONTRACT.DOC

SERIAL 13067-SS AGENDA MANAGEMENT SOFTWARE AND ASSOCIATED SERVICES
DATE OF LAST REVISION: July 26, 2017 CONTRACT END DATE: July 31, 2018
CONTRACT PERIOD THROUGH JULY 31, 2015 2016 2017 2018
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for AGENDA MANAGEMENT SOFTWARE AND ASSOCIATED SERVICES
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on August 27, 2014 (Eff. 08/01/14).
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
BW/ab
Attach
Copy to: Office of Procurement Services
Fran McCarroll, Clerk of the Board
Debra Schaffer, Clerk of the Board
(Please remove Serial 06123-RFP from your contract notebooks)

SOLE SOURCE CONTRACT
MASTER AGREEMENT
SERIAL 13067-SS
This Sole Source Contract (“Contract”) is entered into the 27th day of August 2014 by and between Maricopa
County (County), a political subdivision of the State of Arizona, and Hyland Software, Inc., an Ohio corporation
(Contractor) for the purchase of maintenance, service and support of the agenda management system solution and
associated services. This contract replaces and supersedes any previous agreement regarding the maintenance and
support of the system (SERIAL 06123-RFP).
1.0 TERM:
1.1 This Contract is for a term of one (1) year, beginning on the 1st day of August, 2014 and ending
the 31st day of July, 2015 2016 2017 2018.
1.2 The County may, at its option and with the written agreement of the Contractor, extend the term of
this Contract for two three additional terms of one year each, up to a maximum of two three (2 3)
years. In order to exercise such option, the County must notify the Contractor in writing of its
intent to extend the Contract term at least thirty (30) calendar days prior to the expiration of the
original contract term, or any additional term thereafter.
1.3 Simultaneously with the execution of this Agreement, the parties shall enter into the Staff
Augmentation Agreement attached hereto as Exhibit C.
2.0 INVOICES AND PAYMENTS:
2.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
2.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
2.3 The Contractor shall submit one (1) legible copies of their detailed invoice before payment(s) can
be made. At a minimum, the invoice must provide the following information:
 Company name, address and contact
 County bill-to name and contact information
 Contract Serial Number
 County purchase order number
 Invoice number and date
 Payment terms
 Date(s) of service
 Contract Item number(s)
 Description of services
 Pricing per unit of service
 Extended price
 Total Amount Due

SERIAL 13067-SS
2.4 Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order.
2.5 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County
Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After
Contract Award the Contractor shall complete the Vendor Registration Form located on the
County Department of Finance Vendor Registration Website
(www.maricopa.gov/finance/vendors).
2.6 EFT payments to the routing and account numbers designated by the Contractor will include the
details on the specific invoices that the payment covers. The Contractor is required to discuss
remittance delivery capabilities with their designated financial institution for access to those
details.
3.0 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes
and include the same in proposal price
4.0 TAX: (COMMODITIES)
Tax shall not be levied against labor. Sales/use tax will be determined by County.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibits “B-C”, or as otherwise agreed in writing
by the Procurement Officer and Contractor. The County agrees to be subject to and bound by the
terms and provisions of Exhibits B and C, as well as such other terms as may otherwise be agreed
to in writing by the Procurement Officer and Contractor.
5.2 During the Contract term, County shall provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
6.0 TERMS & CONDITIONS:
6.1 INDEMNIFICATION:
6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of third party claims asserted against the County which allege (a)
personal injury or damage to tangible personal property and are based upon or alleged to
have resulted from the negligent acts, errors, omissions, mistakes or malfeasance of
Contractor relating to the performance of this Contract or (b) any infringement or
misappropriation by the Software (as defined in Exhibit B – Hosting Agreement) of any
patent, registered copyright or registered trademark of a third party that is enforceable in
the United States, provided, in each case, that Contractor: (i) is notified promptly after
County receives notice of such claim; (ii) is solely in charge of the defense of and any
settlement negotiations with respect to such claim (provided, that Contractor will not
settle any such claim without the prior written consent of County if such settlement
contains a stipulation to or admission or acknowledgement of any liability or wrongdoing
on the part of or otherwise requires payment by County); (iii) receives County’s
reasonable cooperation in the defense or settlement of such claim; and (iv) in the event
the indemnification relates to an infringement claim, has the right, upon either the
occurrence of or the likelihood (in the opinion of Contractor) of the occurrence of a
finding of infringement or misappropriation, either to procure for County the right to
continue use of the Software, or to replace the relevant portions of the Software with

SERIAL 13067-SS
other equivalent, non-infringing portions. If the indemnification relates to an
infringement claim, and Contractor is unable to accomplish either of the options set forth
in subsection (iv) above, Contractor shall terminate this Agreement upon thirty (30) days
advance written notice to County and refund to County any Hosting Fees(as defined in
Exhibit B – Hosting Agreement) paid by County during the preceding twelve (12)
months. Notwithstanding anything to the contrary, Contractor shall have no obligation to
defend or satisfy any claims made against County to the extent that such claims arise
from: (A) any Customer Data (as defined in Exhibit B – Hosting Agreement); (B) use of
the Hosted Solution (as defined in Exhibit B – Hosting Agreement) other than as
expressly permitted by the Hosting Agreement; (C) the combination of the Software with
any product not furnished by Contractor; or (D) the modification or addition of any
component to the Software, other than by Contractor or any of its authorized resellers
specifically retained by Contractor to provide such modification or addition Contractor’s
foregoing duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall also apply if the events
giving rise to such claim were caused by any person or entity for whose acts, errors,
omissions, mistakes or malfeasance Contractor may be legally liable.. THIS SECTION
STATES HYLAND’S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE
REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED INFRINGEMENT
OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY BY THE SOFTWARE.
6.1.2 The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
6.1.3 The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE REQUIREMENTS:
6.2.1 Contractor, at Contactor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona
licensing, the stipulated insurance may be purchased from a company or companies,
which are authorized to do business in the State of Arizona, provided that said insurance
companies meet the approval of County. The form of any insurance policies and forms
must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect during the term
of the Contract. Failure to do so may, at the sole discretion of County, constitute a
material breach of this Contract.
6.2.3 Except for Errors & Omissions, Contractor’s insurance shall be primary insurance as
respects County, and any insurance or self-insurance maintained by County shall not
contribute to it.
6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contactor shall be solely
responsible for the deductible and/or self-insured retention.
6.2.6 County reserves the right to request and to receive, within 10 working days or when
obtained from insurance carrier, copies of any or all of the herein required insurance
policies and/or endorsements. County shall not be obligated, however, to review such
policies and/or endorsements or to advise Contractor of any deficiencies in such policies
and endorsements, and such receipt shall not relieve Contractor from, or be deemed a

SERIAL 13067-SS
waiver of County’s right to insist on strict fulfillment of Contractor’s obligations under
this Contract.
6.2.7 The insurance policies required by this Contract, except Workers’ Compensation, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.8 The policies required hereunder, except Workers’ Compensation, and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.9 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.10 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services under this Contract.
6.2.11 Workers’ Compensation:
6.2.11.1 Workers’ Compensation insurance to cover obligations imposed by federal and
state statutes having jurisdiction of Contractor’s employees engaged in the
performance of the work or services under this Contract; and Employer’s
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
6.2.11.2 Contractor waives all rights against County and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by
the Workers’ Compensation and Employer’s Liability or commercial umbrella
liability insurance obtained by Contractor pursuant to this Contract.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to commencing work or services under this Contract, Contractor shall have
insurance in effect as required by the Contract in the form provided by the
County, issued by Contractor’s insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Contract are in full
force and effect. Such certificates shall be made available to the County upon
ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE
TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION
OF CONTRACT.

SERIAL 13067-SS
6.2.12.2 INTENTIONALLY OMITTED.
6.2.12.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County at the expiration date.
6.2.13 Cancellation and Expiration Notice.
General Liability and Automobile Liability Insurance required herein shall not be
permitted to be canceled without thirty (30) days prior written notice to the County.
6.3 INTENTIONALLY OMITTED.
6.4 PROCUREMENT CARD ORDERING:
The County may determine to use a MasterCard Procurement Card, to place and/or make payment
for orders under the Contract.
6.5 INTERNET COMMUNICATIONS AND ORDERING:
The County may at its option use the Internet to communicate and to place orders under this
Contract.
6.6 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Office of Procurement Services
Attn: Chief Procurement Officer
320 West Lincoln Street
Phoenix, Arizona 85003
For Contractor:
Hyland Software, Inc.
28500 Clemens Rd.
Westlake, OH 44145
Attn: General Counsel
6.7 PRICE ADJUSTMENTS:
Exhibit A sets forth certain price adjustments that have been mutually agreed upon by the parties.
Except as provided in Exhibit A, any requests for reasonable price adjustments must be submitted
sixty (60) days prior to the Contract expiration date. Requests for adjustment in cost of labor
and/or materials must be supported by appropriate documentation. If County agrees to the
adjusted price terms, County shall issue written approval of the change. The reasonableness of the
request will be determined by comparing the request with the (Consumer Price Index) or by
performing a market survey.
6.8 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract, in whole or in part at any time, when in
the best interests of the County without penalty or recourse. Upon receipt of the written notice,
the Contractor shall promptly stop all work, as directed in the notice, notify all subcontractors of
the effective date of the termination and minimize all further costs to the County. In the event of
termination under this paragraph, Customer Data as defined in Section 1 of Exhibit B shall be
delivered to the County upon demand. The Contractor shall be entitled to receive just and

SERIAL 13067-SS
equitable compensation for work in progress, work completed and materials accepted before the
effective date of the termination.
6.9 TERMINATION FOR DEFAULT:
6.9.1 In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, or to acquire and maintain all required insurance policies,
bonds, licenses and permits, or to make satisfactory progress in performing the Contract.
The Procurement Officer shall provide written notice of the termination and the reasons
for it to the Contractor. Prior to termination of the Contract, the County shall give the
Contractor fifteen (15) calendar day’s written notice. Upon receipt of such termination
notice, the Contractor shall be allowed fifteen (15) calendar days to cure such
deficiencies.
Upon termination under this paragraph, Customer Data, as defined in Section 1 of Exhibit
B shall be delivered to the County on demand.
6.9.2 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination.
6.10 TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws and ordinances, or not proceed with
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract Prior to termination of the Contract, the County shall give the
Contractor fifteen (15) calendar day’s written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies. Customer may
also terminate this Agreement at any time, without cause, upon not less than fifteen (15) days’
prior written notice to Hyland if Customer is dissatisfied with the Hyland employee assigned to
provide the services hereunder. In either such event, the parties agree to use reasonable efforts to
agree upon a replacement employee to provide such services and avoid such termination.
6.11 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S §38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.12 EFFECTS OF TERMINATION:
Notwithstanding any termination or non-renewal of this Agreement, the County shall pay for all
fees and charges accrued or due for any period on or prior to the effective date of termination or
expiration of this Agreement. Immediately upon any termination or expiration of this Agreement
the County shall cease any and all uses of the Hosted Solution and Work Products (as defined in
Exhibit B). The provisions of this Agreement that by their nature extend beyond the termination
or non-renewal of this Agreement, will survive and remain in effect until all obligations
thereunder are satisfied. In addition to all other remedies at law or equity, the County may offset
from any money due to the Contractor any amounts which the parties mutually agree in writing are

SERIAL 13067-SS
owed by Contractor to the County for damages resulting from breach or deficiencies in
performance under this contract per section 6.9.1.
6.13 ADDITIONS/DELETIONS OF SERVICE:
6.13.1 The County reserves the right to request to add and/or delete materials to the Contract.
Any requested change that the parties mutually accept will be set forth in a written
change order or amendment agreed to and signed by both parties.
6.14 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the County and the Contractor.
6.15 SUBCONTRACTING:
As this is a sole source contract, the Contractor may not assign this Contract or subcontract to
another party for performance of the terms and conditions hereof.
6.16 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Materials Management shall be responsible for approving all amendments for County.
6.17 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.17.1 In accordance with section MCI-367 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is longer. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.17.2 If the Contractor’s books, records, accounts, statements, reports, files and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse County
for the services not so adequately supported and documented.
6.17.3 If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion
of the County, and may include either an adjustment to future claim submitted by the
Contractor by the amount of the disallowance, or to require reimbursement forthwith of
the disallowed amount by the Contractor by issuing a check payable to Maricopa County.
6.18 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.

SERIAL 13067-SS
6.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.19.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are available
for download at USCIS.GOV.
6.19.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.19.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County’s intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or department of the
Contractor. All costs necessary to maintain compliance are the responsibility of the
Contractor.
6.20 AVAILABILITY OF FUNDS:
6.20.1 The provisions of this Contract relating to payment for services shall become effective
when funds assigned for the purpose of compensating the Contractor as herein provided
are actually available to County for disbursement. The County shall be the sole judge
and authority in determining the availability of funds under this Contract. County shall
keep the Contractor fully informed as to the availability of funds.
6.20.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this Contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this Contract. In the event of termination,
County shall be liable for payment only for services rendered prior to the effective date of
the termination, provided that such services are performed in accordance with the
provisions of this Contract. County shall give written notice of the effective date of any
suspension, amendment, or termination under this Section, at least ten (10) days in
advance.
6.21 CONTRACT COMPLIANCE MONITORING:
County shall monitor the Contractor’s compliance with, and performance under, the terms and
conditions of this Contract. The Contractor shall make available for inspection and/or copying by
County, all records and accounts relating to the work performed or the services provided under
this Contract.
6.22 STRICT COMPLIANCE:
Acceptance by County of performance not in strict compliance with the terms hereof shall not be
deemed to waive the requirement of strict compliance for all future performance obligations. All
changes in performance obligations under this Contract must be in writing.

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6.23 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.24 RIGHTS IN DATA:
The County shall retain all Customer Data, as defined in Section 1 of Exhibit B without additional
cost or other restriction except as provided by law. Each party shall supply to the other party,
upon request, any available information that is relevant to this Contract and to the performance
hereunder.
6.25 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.26 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
County Court for the County of Arizona, sitting in Phoenix, Arizona.
6.27 INTENTIONALLY OMITTED.
6.28 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation and subject to execution by Contractor and such $AVE member
of a separate contract or agreement relating to their purchase under this contract, a member of
$AVE may access a contract resulting from a solicitation issued by the County. If you do not
want to grant such access to a member of $AVE, please so state in your Exhibit A. In the absence
of a statement to the contrary, the County will assume that you do wish to grant access to this
contract.
6.29 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities throughout the State of
Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase
their requirements under the terms and conditions of the County Contract. Please indicate on
Attachment A, your acceptance or rejection regarding such participation of other governmental
entities.
6.30 CONTRACTOR LICENSE REQUIREMENT:
6.30.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Materials
Management and the using agency of any and all changes concerning permits, insurance
or license.

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6.30.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.31.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
6.31.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.31.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.31.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.31.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.31.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
6.31.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.32 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions within any of the documents related to this Contract the
provisions within the body of this Contract will take precedence over any other documents.
Thereafter, the following order of precedence will apply:
6.32.1 The Exhibits to this Contract
6.33 INFLUENCE:
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes,
but is not limited to:
6.33.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy.

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6.33.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
6.33.3 If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by
the Maricopa County Procurement Code, any remedy in equity or in the law, or any
remedy provided by this contract.
6.34 INCORPORATION OF DOCUMENTS:
By execution of this Contract, the parties agree that the following Exhibits, attached hereto, are
hereby made part of this Contract and incorporated herein as if the same were executed by the
parties.
6.34.1 Exhibit A, Pricing;
6.34.2 Exhibit B, Hosting Agreement;
6.35.2.1 Attachment A to Hosting Agreement, AUP
6.35.2.2 Attachment B to Hosting Agreement, Process Manual
6.35.2.3 Attachment C to Hosting Agreement, SLA
6.35.2.4 Attachment D to Hosting Agreement, Hosting Requirements
6.34.3 Exhibit C, Staff Augmentation Agreement
6.34.3.1 Schedule 1 to Staff Augmentation Agreement
6.34.4 Exhibit D, Contractor Travel and Per Diem Policy
6.35 PUBLIC RECORDS:
All Offers submitted and opened are public records and must be retained by the Records Manager
at the Office of Procurement Services. Offers shall be open to public inspection after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If the Contractor believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information and submit a statement with
its offer detailing the reasons that the information should not be disclosed. Such reasons shall
include the specific harm or prejudice which may arise. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.

SERIAL 13067-SS

SERIAL 13067-SS

SERIAL 13067-SS

SERIAL 13067-SS
EXHIBIT A
PRICING
SERIAL: 13067-SS
NIGP CODE: 92045
CONTRACTOR NAME: Hyland Software, Inc.
VENDOR NUMBER :
ADDRESS: 28500 Clemens Road
Westlake, Ohio 44145
P.O. ADDRESS:
TELEPHONE NUMBER: 440-788-5000
FACSIMILY NUMBER: 440-788-5100
WEB SITE: www.hyland.com
REPRESENTATIVE: Ross Kohlmyer
REPRESENTATIVE E-MAIL: ross.kohlmyer@onbase.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT:** [ X ] [ ]
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [ X ] [ ]
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT CARD: [ ] [X] %
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS:
[X] NET 30 DAYS
HOSTED SOLUTION: HOSTING FEES:
Hosting Fees: $160,000.00
Annual fee for Software subscription and Standard Hosting Services EFFECTIVE 08/01/16
relating to the Software listed below $164,144.00
EFFECTIVE 08/01/17
$164,144.00
These Hosting Fees will include 900 GB of storage and will be paid in equal monthly installments. The Hosting
Fees shall increase by 3% at each annual anniversary of the date of the Contract. In addition, if at any time the
storage used exceeds 900 GB, the monthly fees will be increased by $2.00 per additional GB of storage used.
The Hosting Fees set forth above relate to the Software currently licensed by the County and listed below. If the
County requests additional Software licenses, the Hosting Fees will be amended as mutually agreed when such
licenses are provided.
SOFTWARE
SIRE™: QUANTITY
SIRE EDMS Clients 60
SIRE Read Only Clients 300
SIRE Capture Full Client 2
SIRE OCR 1
SIRE CD Export 1
SIRE Forms 1

SERIAL 13067-SS
SIRE PDF 1
SIRE Full Text 1
SIRE Workflow 1
SIRE Agenda Plus 1
SIRE Agenda Plus Clients 60
SIRE Agenda to go 22
SIRE Agenda Scan 10
SIRE Agenda Wrap up 3
SIRE Agenda Print 3
SIRE Minutes Plus 5
SIRE Voting 1
SIRE Video Plus - Video Streaming Service 1
SIRE Committee Manager 1
Access to this Contract may be granted to members of $AVE only upon execution by the parties of a mutually
agreeable amendment addressing applicable hosting terms relating to such member.
**Contractor agrees to allow other governmental entities to purchase their requirements under the terms and
conditions of this Contract, subject to the parties’ execution of a mutually agreeable amendment relating thereto.

SERIAL 13067-SS
EXHIBIT B
HOSTING AGREEMENT
(Subscription and Hosting)
1. DEFINED TERMS
As used herein, “Customer” means Maricopa County, a political subdivision of the State of Arizona and “Hyland”
means Hyland Software, Inc. Certain capitalized terms used in this Hosting Agreement have the meanings set forth below:
(a) Customer Data. “Customer Data” means any and all data and materials of Customer captured, stored,
processed or accessed in any manner using the Software instance included in the Hosted Solution, as updated by Customer from time
to time.
(b) Documentation. “Documentation” means: (1) in the case of the Software, the “Help Files” included in the
Software which relate to the functional, operational or performance characteristics of the Software; or (2) in the case of any Work
Product, the Specifications (if any) for the Work Product.
(c) Effective Date. “Effective Date” means the date stated as the beginning date of the term in Section 1.1 of
Sole Source Contract (Serial 13067-SS) between Hyland and Customer.
(d) Error. “Error” means any defect or condition inherent in the Software which is reported by Customer in
accordance with this Agreement and which is confirmed by Hyland, that causes the Software to fail to function in all material
respects as described in the Documentation.
(e) Error Correction Services. “Error Correction Services” means Hyland’s services described in Section 2(a).
(f) Host Web Site. “Host Web Site” means the web site maintained by Hyland on a web server included in the
Network through which Customer will access the Hosted Solution and Customer Data stored in the Hosted Solution database and
disk groups, all subject to and in accordance with the terms of this Agreement.
(g) Hosted Solution. “Hosted Solution” means a configuration of a Host Web Site, Network, Software, Third
Party Software and Hosting Services that Hyland provides for use by Customer under this Agreement.
(h) Hosted Solution Options Fees. “Hosted Solution Options Fees” means the amounts, which may include
periodic amounts, chargeable for any Optional Hosting Services.
(i) Hosting Fees. “Hosting Fees” means the periodic amounts (excluding any Hosted Solution Options Fees or
fees for other services or deliverables that may be payable on a periodic basis) chargeable for Hyland’s Standard Hosting
Services, including additional Software, Network components or Third Party Software to the Hosted Solution.
(j) Hosting Services. “Hosting Services” means the Standard Hosting Services and any Optional Hosting
Services provided by Hyland that Customer purchases.
(k) Maintenance and Support. “Maintenance and Support” means for Supported Software the services described
in Section 2 and the availability of Upgrades and Enhancements in accordance with Section 2(a).
Maintenance and Support does not include any Services that Hyland may provide in connection with assisting Customer with
testing of an upgrade of Supported Software with any available Upgrade and Enhancement.
(l) Network. “Network” means the computers and peripheral storage devices, switches, firewalls, routers, other
network devices and network software hosted by Hyland and made available to Customer by Hyland through the Hosting
Services for use as part of the Hosted Solution.
(m) Process Manual. “Process Manual” means the written manual for the Hosted Solution prepared by Hyland,
which describes the Hosting Services and the Network and certain other components that will be part of the Hosted Solution, the
current version of which is attached hereto as Attachment B. Hyland reserves the right to modify the Process Manual at any time
effective immediately upon Hyland’s posting of the modification or revised Process Manual on the Hyland’s website identified in
the Process Manual or Hyland’s delivery of the written modification to Customer.
(n) Software. “Software” means: (1) the software modules listed in the Exhibit A to the Master Agreement,, and
such other of such product modules with respect to which Customer submits a written purchase order to Hyland that Hyland
accepts and fulfills, including, in each case, third party software bundled by Hyland as part of a unified product; and (2) all
Upgrades and Enhancements of the software modules described in clause (1) which Customer properly obtains pursuant to the
terms of Section 2 of this Agreement.

SERIAL 13067-SS
(o) Optional Hosting Services. “Optional Hosting Services” means optional services described in the Process
Manual which Hyland offers as Hosting Services (but are not included within the Standard Hosting Services) and which
Customer may elect to purchase.
(p) Professional Services. “Professional Services” means any or all of the following professional services
provided by Hyland under a SOW: (1) installation of the Software; (2) consulting, implementation and integration projects
related to the Software, including but not limited to the customized configuration of Software integration modules or business
process automation modules; (3) project management; and (4) development projects in connection with the integration of
Software with other applications utilizing any Software application programming interface (API).
(q) Services. “Services” means any or all Error Correction Services, Technical Support Services or Professional
Services provided by Hyland, as the context requires.
(r) SOW. “SOW” means a statement of work developed in accordance with Section 5 of this Agreement, which
sets forth specific Professional Services Hyland will provide to Customer and which is signed by both parties.
(s) Specifications. “Specifications” means the definitive, final functional specifications for Work Products, if
any, produced by Hyland under a SOW.
(t) Standard Hosting Services. “Standard Hosting Services” means the Hosting Services described in the
Process Manual as Standard Hosting Services.
(u) Supported Software; Retired Software. At any particular time during a maintenance period covered by
Section 2 of this Agreement: (1) “Supported Software” means the current released version of the Software licensed by Customer
from Hyland and any other version of such Software that is not Retired Software; or (2) “Retired Software” means any version of
the Software licensed by Customer from Hyland under this Agreement which is identified on Hyland’s secure end user web site
(as identified in the Process Manual) as being retired. Hyland will specify on its end user web site Software versions which
become Retired Software. The effective date of such change will be twelve (12) months from the date Hyland initially posts the
status change on its end user web site.
(v) Technical Support Services. “Technical Support Services” means Hyland’s services described in Section
2(a).
(w) Third Party Software. “Third Party Software” means all third party software products (other than third party
software products bundled by Hyland as a part of the Software) licensed by Hyland and sublicensed through this Agreement by
Hyland to Customer for use by Customer as part of the Hosted Solution.
(x) Upgrades and Enhancements. “Upgrades and Enhancements” means any and all new versions,
improvements, modifications, upgrades, updates, fixes and additions to Software that Hyland makes available to Customer or to
Hyland’s end users generally during the term of this Agreement to correct Errors or deficiencies or enhance the capabilities of the
Software, together with updates of the Documentation to reflect such new versions, improvements, modifications, upgrades, fixes
or additions; provided, however, that the foregoing shall not include new, separate product offerings, new modules or re-
platformed Software.
(y) Work Products. “Work Products” means all items in the nature of computer software, including source code,
object code, scripts, and any components or elements of the foregoing, together with any and all design documents associated
with items in the nature of computer software, in each case which are created, developed, discovered, conceived or introduced by
Hyland, working either alone or in conjunction with others, in the performance of services under this Agreement.
2. HOSTING SERVICES
(a) STANDARD HOSTING SERVICES. Subject to Customer’s payment in full of all Hosting Fees and other
fees, costs and expenses required to be paid by Customer referred to in this Agreement, and subject further to compliance by
Customer with the other terms, conditions and restrictions of this Agreement, Hyland agrees to provide to Customer the Standard
Hosting Services (including Customer Data backup services as described in the Process Manual), subject to the terms of the
Process Manual, Attachment C to this Agreement (the Service Level Agreement) and Attachment D to this Agreement
(Supplemental Hosting Requirements). Hyland will provide Maintenance and Support as follows:
(1) Technical Support Services.
(A) During the hours outlined in the Process Manual (“Regular Technical Support Hours”),
Hyland will provide telephone or online assistance and advice related to the operation of any Supported
Software, the Network, the Third Party Software or the Host Web Site.
(B) Technical Support Services are not available for Retired Software.

SERIAL 13067-SS
(2) Error Correction Services.
(A) During Regular Technical Support Hours, Hyland will use its commercially reasonable
efforts to correct any Errors in the Supported Software which are reported by Customer and which are
confirmed by Hyland, in the exercise of its reasonable judgment, which correction may be effected by a
commercially reasonable workaround. Hyland shall promptly commence to confirm any reported Errors after
receipt of a proper report of such suspected Error from Customer. Hyland may elect to correct the Error in
the current available or in the next available commercially released version of the Supported Software and
require Customer to implement an Upgrade and Enhancement to the version selected by Hyland in order to
obtain the correction.
(B) During any time outside of Regular Technical Support Hours, Hyland will receive and
initially respond to reports of Errors in Supported Software, the Network, Third Party Software or the Host
Web Site by Customer only to the extent that the Supported Software is inaccessible or the functionality of
the Supported Software is substantially impaired, in either case in Customer’s live production environment,
and Customer’s business operations are materially adversely impacted by such circumstances. Reports of
Errors outside of Regular Technical Support Hours will be made by calling Hyland’s regular telephone
support number and using Hyland’s after hours paging system. Hyland’s designated support engineer on call
will contact Customer regarding the problem as outlined in the Process Manual. Customer will not call
outside of Regular Technical Support Hours for any other purpose or in any other circumstances. Hyland
reserves the right to notify Customer that it is making unauthorized use of Maintenance and Support outside
of Regular Technical Support Hours and to terminate the provision thereof after such notice is given, unless
Customer pays Hyland for such continued after-hours Maintenance and Support at the rate of $150 per hour
(with a minimum charge of one hour per call). Customer shall be informed at the time of a call if such call is
considered an unauthorized call and Customer shall have the opportunity to terminate the call and delay
Maintenance and Support until Regular Technical Support Hours on the next business day.
(C) Error Correction Services are not available for Retired Software.
(3) Reporting Policies and Procedures Applicable to Technical Support Services and Error Correction
Services.
(A) Technical Support Services. In requesting Technical Support Services, Customer will
report any problems or questions related to the operation of any Supported Software in accordance with
Hyland’s then-applicable reporting policies. Hyland’s current policies require Customer to report such a
problem or question only during Regular Technical Support Hours as outlined in the Process Manual.
(B) Error Correction Services. In reporting any suspected Errors in Supported Software,
Customer shall provide prompt notice of any Errors in Supported Software discovered by Customer, or
otherwise brought to the attention of Customer, in accordance with Hyland’s then current policies for
reporting of Errors. Hyland’s current policies require Customer to report Errors as outlined in the Process
Manual. If requested by Hyland, Customer agrees to provide written documentation of Errors to substantiate
the Errors and to assist Hyland in the detection, confirmation and correction of such Errors.
(4) Upgrades and Enhancements.
(A) Hyland will provide, in accordance with Hyland’s then current policies, as set forth from
time to time on Hyland’s secure end user web site (as identified in the Process Manual), all Upgrades and
Enhancements, if and when released during the term of this Agreement. Upgrades and Enhancements will be
applied to the Hosted Solution in collaboration between Hyland and Customer whenever possible; however,
Hyland may unilaterally apply an Upgrade or Enhancement in order to address an issue or matter that Hyland
believes may be detrimental to the Hosted Solution if not promptly addressed. Customer acknowledges and
agrees that Hyland has the right, at any time, to change the specifications and operating characteristics of the
Software and Hyland’s policies respecting Upgrades and Enhancements and the release thereof to its
customers.
(B) Any Upgrades and Enhancements to the Software and Documentation shall remain
proprietary to Hyland and the sole and exclusive property of Hyland, and shall be subject to all of the
restrictions, limitations and protections of this Agreement. All applicable rights to patents, copyrights,
trademarks, other intellectual property rights, applications for any of the foregoing and trade secrets in the
Software and Documentation and any Upgrades and Enhancements are and shall remain the exclusive
property of Hyland.
(C) Upgrades and Enhancements are not available for Retired Software.

SERIAL 13067-SS
(5) Customer’s Implementation of Error Corrections and Upgrades and Enhancements. In order to
maintain the integrity and proper operation of the Software, Customer agrees to implement, in the manner instructed by
Hyland, all Error corrections and Upgrades and Enhancements to the Supported Software. Customer’s failure to
implement any Error corrections or Upgrades and Enhancements of the Software as provided in this paragraph shall
relieve Hyland of any responsibility or liability whatsoever for any failure or malfunction of the Software, as modified
by a subsequent Error correction or Upgrade and Enhancement.
(6) Network, Third Party Software or Host Web Site Defects. With respect to any defects (non-
conformity to manufacturer’s provided user documentation) in the Network, Third Party Software or Host Web Site
which are reported by Customer and which are confirmed by Hyland or its suppliers, in the exercise of their judgment,
Hyland shall either (1) repair the defective Hosted Solution component so as to correct the defect, or (2) replace the
defective Hosted Solution component with a new component providing substantially similar functionality. Hyland
shall undertake to confirm any reported defects promptly after receipt of proper notice from Customer, in accordance
with Hyland’s then current Error reporting procedures.
(7) Exclusions.
(A) Generally. Hyland is not responsible for providing, or obligated to provide, Maintenance
and Support under this Agreement: (1) in connection with any Errors or problems that result in whole or in
part from any alteration, revision, change, enhancement or modification of any nature of the Software, or
from any design defect in any configuration of the Software, which activities in any such case were
undertaken by any party other than Hyland; (2) in connection with any Error if Hyland has previously
provided corrections for such Error which Customer fails to implement; (3) in connection with any Errors or
problems that have been caused by errors, defects, problems, alterations, revisions, changes, enhancements or
modifications in third party software (other than Third Party Software or third party software embedded in
the Software by Hyland), hardware or any system or networking utilized by Customer; (4) if the Software or
related software or systems have been subjected to abuse, misuse, improper handling, accident or neglect; or
(5) if any party other than Hyland, or an authorized subcontractor specifically selected by Hyland, has
provided any services in the nature of Maintenance and Support to Customer with respect to the Software.
(B) Software API and Work Products. Maintenance and Support for: (1) any problems (other
than Errors) or questions related to the operation or use of the Software application programming interfaces
(APIs); and (2) Work Products will be addressed on a case by case basis as mutully agreed to in the
applicable SOW which outlines Professional Services. .
(b) OPTIONAL HOSTING SERVICES. If Customer submits a written purchase order to Hyland to procure
Optional Hosting Services which Hyland makes available for purchase to its hosted customers generally, and Hyland accepts the
purchase order, then, subject to Customer’s payment of the applicable Hosted Solution Option Fees, Hyland will use
commercially reasonable efforts to provide the Optional Hosting Services which are covered by the purchase order in accordance
with the description of such Optional Hosting Services in the Process Manual.
(c) RETURN OF CUSTOMER DATA. Upon termination or expiration of this Agreement, Hyland agrees to
retain Customer Data for a period of one hundred twenty (120) days (the “Transition Period”). Upon Customer request during
the Transition Period, Hyland shall provide to Customer: (1) the Customer Data on one (1) or more encrypted hard drives or other
similar media, at an additional cost of Two Thousand Dollars ($2,000.00); and (2) a tab delimited export file containing the
relevant keyword values and related file locations for the Customer Data. After expiration of the Transition Period, Hyland will
destroy all Customer Data including offline and online copies. Hyland must confirm in writing to Customer that all data was
destroyed in accordance with this agreement and state the methodology used.
(d) DATA RECOVERY. If Customer suffers Data Loss of Customer Data from a Hosted Solution and the loss
would not have occurred if Hyland had not been negligent or committed willful misconduct in performing the Customer Data
backup activities included in the Hosting Services in accordance with the Process Manual, then Hyland agrees to use its
commercially reasonable efforts to attempt to recover promptly the lost or destroyed Customer Data at no charge to Customer.
As used herein, “Data Loss” means the loss or destruction of Customer Data, but expressly excludes disclosure to a third party of
Customer Data or other Confidential Information of Customer or any other breach of Hyland’s confidentiality or security
obligations under this Agreement.
3. COMPLIANCE WITH LAWS
Hyland agrees to comply in all material respects with all applicable laws of Arizona in performing the Hosting Services
described in this Agreement.
4. LICENSE OF SOFTWARE AND THIRD PARTY SOFTWARE
(a) Subject to Customer’s payment in full of all Hosting Fees, any professional services fees related to
Professional Services associated with any Work Products, and other fees, costs and expenses required to be paid by Customer

SERIAL 13067-SS
referred to in this Agreement or in connection with a SOW, and subject further to compliance by Customer with the other terms,
conditions and restrictions of this Agreement, Hyland grants to Customer a revocable, non-exclusive, non-assignable, limited
license to: (1) the Software, Third Party Software and Work Products, in machine-readable object code form only, for the term of
this Agreement. Customer may use the Software, Third Party Software and Work Products only as hosted by Hyland on the
Network, solely internally, and only for capturing, storing, processing and accessing Customer’s own data, and (2) with respect to
Work Products only, modify and add to the Work Products solely for Customer’s internal use in connection with the Software.
The Software, Third Party Software and Work Products are licensed for use by a single organization and may not be used for
processing of third-party data as a service bureau, application service provider or otherwise. Customer shall not make any use of
the Software, Third Party Software or Work Products in any manner not expressly permitted by this Agreement.
(b) Customer acknowledges that the licenses granted herein are limited to the right of concurrent access to the
Customer Data via telecommunications equipment by Web browser to the Host Web Site. Customer acknowledges that each
module of the Software and each Work Product is licensed for a specific type of use, such as concurrently or on a specified
workstation or by a specified individual and that the Software controls such use. Use of software or hardware that reduces the
number of clients directly accessing or utilizing the Software or Work Product (sometimes called “multiplexing” or “pooling”
software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses
would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Customer is prohibited from
using any software other than Hyland’s Client modules or licensed API modules to access the Software or any data stored in the
Software database for any purpose other than generating reports or statistics regarding system utilization, unless Hyland has
given its prior written consent to Customer’s use of such other software and the Hosting Fees have been adjusted to reflect such
additional Software and Customer pays such additional Hosting Fees with respect to such access to the Software or data stored in
the Software database in accordance with Hyland’s licensing policies applicable to the Software modules that provide access to
the Software application modules and data stored in the Software database.
(c) Customer shall be entitled to use one (1) production copy of the Software, Third Party Software and each
Work Product. Customer shall not make or use any additional copies of the Software, Third Party Software or Work Products.
(d) Customer agrees: (1) not to remove any Hyland notices in the Software or Work Products or any copyright,
trademark or other proprietary rights notices that appear on the Third Party Software or that appear during use of the Third Party
Software; (2) not to sell, transfer, rent, lease or sub-license the Software, Third Party Software, Work Products or documentation
to any third party; (3) except as expressly permitted by Section 4(a) with respect to Work Products, not to alter or modify the
Software, Third Party Software or Work Products; and (4) not to reverse engineer, disassemble, decompile or attempt to derive
source code from the Software, Third Party Software or Work Products, or prepare derivative works therefrom.
(e) Hyland and its suppliers own the Software, Third Party Software and Work Products, including, without
limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information
rights in or associated with the Software, Third Party Software and Work Products. The Software, Third Party Software and
Work Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and
treaties. No ownership rights in the Software, Third Party Software or Work Products are transferred to Customer. Customer
agrees that nothing in this Agreement or associated documents gives it any right, title or interest in the Software, Third Party
Software or Work Products, except for the limited express rights granted in this Agreement. THIS AGREEMENT IS NOT A
WORK-FOR-HIRE AGREEMENT.
(f) Customer acknowledges that, depending on the modules licensed, the Software may include open source
software governed by an open source license, in which case the open source license (a copy of which is provided in the Software)
may grant you additional rights to such open source software.
5. PROFESSIONAL SERVICES.
(a) Customer may request additional Professional Services from Hyland at any time during the term of this agreement.
If Hyland agrees to provide such Services, the parties will create a SOW for the applicable project. Nothing in this Agreement
shall require either party to enter into any particular SOW; provided, however, that if Customer requests a Professional Services
project which the parties agree will require less than forty (40) working hours of Professional Services, then the parties may
mutually agree to proceed with the requested Professional Services project upon Customer’s submission of a written purchase
order, specifying the nature and scope of such Professional Services, and Hyland’s acceptance of such purchase order.
(b) Hyland agrees to provide the Professional Services described in each SOW. If any delays in such Professional
Services occur solely as a result of any incorrect information, incorrect assumption or failure of Customer to perform or fulfill its
obligations in connection with any SOW, the performance schedule under the applicable SOW may be extended. Hyland shall
have no liability or responsibility for such costs or expenses resulting from such delays. In the event that performance of any
milestone set forth in any SOW is not met due to a delay solely caused by Hyland, and provided that such cause is not an event of
force majeure as described in Section 15 of this Agreement, Hyland agrees, at no charge to Customer, to commit such additional
resources and personnel as shall be necessary to ensure that such delay does not result in the slippage of later milestones or
completion of such Professional Services.

SERIAL 13067-SS
(c) Hyland or Customer may, at any time, reasonably request a change to any SOW. Any requested change that the
parties mutually accept (a “Change”) will be set forth in a written change order prepared by Hyland and agreed to and signed by
both parties that specifically references the relevant SOW. In the event the parties are unable to mutually agree upon a proposed
Change or a proposed change order, and such proposed Change relates to a material component of the project that is the subject
of the relevant SOW, either party may terminate such SOW upon not less than thirty (30) days advance written notice to the other
party.
6. CUSTOMER’S RESPONSIBILITIES AND OBLIGATIONS
(a) In connection with the relationship established between Customer and Hyland under this Agreement, Customer
agrees:
(i) not to permit or authorize any person, legal entity, or other third party to use the Hosting Services
provided by Hyland pursuant to this Agreement; and
(ii) to comply with Hyland’s Acceptable Use Policy, as in effect from time to time, a copy of the
current form of which is attached hereto as Attachment A.
(b) Customer represents that it will not engage or permit others to engage in any acts or omissions relating to any
Hosted Solution that (i) constitute or encourage any violation of any applicable law or regulation, including laws or regulations
relating to privacy, gambling, obscenity, hacking or computer viruses, (ii) are defamatory or libelous, (iii) infringe the rights of
any third party, including, without limitation, any patents, copyrights, trademarks, trade secrets or other intellectual property
rights, or (iv) involve the transmission of unsolicited bulk mail messages (i.e., “spamming”).
(c) Regardless of any disclosure made by Customer to Hyland of an ultimate destination of any Hosted Solution, Host
Web Site, Software, Documentation or Third Party Software included in any Hosted Solution, Customer agrees not to export
either directly or indirectly any of the foregoing without first obtaining a license from the United States Government to export or
re-export such Hosted Solution, Host Web Site, Software, Documentation or Third Party Software, as may be required, and to
comply with United States Government export regulations, as applicable. Customer agrees that it will not export or re-export the
Hosted Solution, Host Web Site, Software, Documentation or Third Party Software to a country that is subject to a U.S. embargo
(such embargoed countries include, but are not limited to, Cuba, Iran, Iraq, North Korea, Burma (Myanmar), Sudan and Syria)
under the U.S. Department of Commerce Export Administration Regulations and U.S. Department of State International Traffic
in Arms Regulations. Customer will not export or re-export the Hosted Solution (or any associated documentation) to any
prohibited person or entity in violation of U.S. export laws as described above (for more information visit:
http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). Customer shall not use the Hosted Solution (or any
associated documentation) for any prohibited end uses under applicable United States laws and regulations, including but not
limited to, any application related to, or purposes associated with, nuclear, chemical or biological warfare, missile technology
(including unmanned air vehicles), military application or any other use prohibited or restricted under the U.S. Export
Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America.
(d) Regardless of any disclosure made by Customer to Hyland of an ultimate destination of any Hosted Solution, Host
Web Site, Software, Third Party Software or Work Products included in any Hosted Solution, Customer agrees not to export
either directly or indirectly any of the foregoing without first obtaining a license from the United States Government to export or
re-export such Hosted Solution, Host Web Site, Software, Third Party Software or Work Products, as may be required, and to
comply with United States Government export regulations, as applicable.
(e) Customer shall be solely responsible for obtaining and maintaining all software, hardware (including without
limitation network systems), telephonic or other communications circuits, and Internet Service Provider relationships that are
necessary or appropriate for Customer to properly access and use any Hosted Solution. Hyland shall have no responsibility or
liability under this Agreement for any unavailability or failure of, or nonconformity or defect in, any Hosted Solution that is
caused by or related in any manner to any failure of Customer to obtain and maintain all such software, hardware, equipment and
relationships.
(f) Customer agrees that it will cooperate with and assist Hyland in the performance of Professional Services
under any SOW; will provide the resources specified in the relevant SOW; and will perform or fulfill all obligations required to
be performed or fulfilled by Customer under the terms of the relevant SOW. Customer acknowledges that if it fails to provide
assistance and perform or fulfill its obligations in accordance with this Section 6(e) and the relevant SOW, Hyland’s ability to
provide such Professional Services, meet the performance schedule set forth in such SOW and keep professional services fees
reasonably in line with any estimates given in the SOW may be adversely affected.
(g) Notwithstanding any contrary terms, if Customer requests Hyland to perform Professional Services on or
with respect to any third party software that is not Third Party Software, Customer represents and warrants to Hyland that
Customer has all necessary rights to allow Hyland to do so.

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(h) Customer will be responsible for and shall ensure that while Hyland employees, agents or subcontractors are
on Customer’s premises, all proper and legal health and safety precautions are in place and fully operational to protect such
persons.
7. OWNERSHIP OF HOSTED SOLUTION COMPONENTS
Hyland and its suppliers retain all rights to any and all computer hardware and telecommunications or other equipment
and computer software, including the Host Web Site and the Network, used in the provision of the Hosting Services. At no time
will Customer have any ownership, property or any other rights in, nor file any lien on, any of the foregoing provided hardware,
equipment or software.
8. CONFIDENTIAL INFORMATION
8.1 “Confidential Information” shall be such information that is marked “Proprietary” or “Confidential,” that is
known by the recipient to be confidential or that is of such a nature as customarily would be confidential between business
parties, except as provided in the next sentence. Confidential Information shall not include information that: (a) is or becomes
generally known to the public without breach of this Agreement by the recipient, or (b) is demonstrated by the recipient to have
been in the recipient’s possession prior to its disclosure by the disclosing party, or (c) is received by the recipient from a third
party that is not bound by restrictions, obligations or duties of non-disclosure to the disclosing party, or (d) is demonstrated by
recipient to have been independently developed by recipient without breach of its obligations.
8.2 Each party agrees that, with respect to the Confidential Information of the other party, during the term of this
Agreement and for a period of five (5) years thereafter (or in the case of any Confidential Information of a disclosing party that is
a “trade secret”, during the term of this Agreement and for a period of the longer of five (5) years or so long as such information
remains a “trade secret” under applicable law) thereafter, such party as a recipient shall at all times maintain the confidentiality of
the other party’s Confidential Information, using the same degree of care that such party uses to protect its own confidential
information, but in any event not less than reasonable care; and shall not use (except in performance of this Agreement) or
disclose to any third party any such Confidential Information, except as may be required by law or court order. Each party shall
be liable and responsible for any breach of this Section 8 committed by any of such party’s employees, agents, consultants,
contractors or representatives.
9. DETERMINATION OF FEES; INVOICING AND PAYMENT TERMS
(a) FEES, INVOICING AND PAYMENTS.
(1) Determination of Fees and Charges. In connection with the Hosting Services, various fees and
charges shall be charged by Hyland to Customer under this Agreement, as follows:
(A) Hosting Fees. The Hosting Fees shall be determined in accordance with Exhibit A to the
Master Agreement, exceptin the case of any Optional Hosting Services for which prices shall be subject to
mutual agreement. Customer shall submit a written purchase order to Hyland for the initial purchase of the
Hosting Services; provided, however, that, when the Master Agreement is signed by both parties, Hyland is
permitted to treat the Master Agreement as such written purchase order and the Master Agreement also shall
constitute Hyland’s acceptance of such purchase order. Upon each annual anniversary of the Effective Date,
or licensing of additional Software or additional Hosting Services under this Agreement, the Hosting Fees
will be adjusted in accordance with Exhibit A to the Master Agreement.
(B) Professional Services Fees. All pricing for professional services fees and all invoicing
and payment terms related thereto shall be set forth in the applicable SOW. In connection with any
professional services engagement in which the Hyland resource(s) is required to travel outside of the
metropolitan area (or, if not applicable, the city or town) in which such Hyland resource(s) regularly works
when not at a third party location, all determinations of professional services fees shall include travel time
with prior approval by the County; provided that time spent commuting from a local place of residence
(including a hotel) to a work location in the same locale will not be included in travel time. Except as
otherwise provided in any applicable SOW, each invoice for professional services fees or reimbursable costs
and expenses shall be due and payable in full net thirty (30) days from the date of Customer’s receipt of such
invoice.
(C) Other Fees. If Customer procures and Hyland provides any other services or deliverables
in connection with the Hosted Solution that are not covered by the fees and charges described in
subparagraph (A) or (B) above, Hyland may charge and Customer shall pay to Hyland the fees or other
amounts that the parties mutually agreed upon in connection with such other services or deliverables.
(D) Travel and Expenses. Hyland shall obtain approval from Customer for any proposed
travel related to the performance of Services. Customer shall reimburse Hyland, in accordance with the
County’s travel policy, for all customary and reasonable out-of-pocket expenses, including travel costs, meals

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and lodging, that are incurred by Hyland in connection with the performance of Services for which such
travel has been approved. Except as otherwise provided in any applicable SOW, Hyland shall invoice
Customer for all reimbursable costs and expenses on a monthly basis, in arrears.
(2) Invoicing and Payments.
(A) Hosting Fees. Hyland will invoice Customer quarterly for the Hosting Fees. Any add-
on Software purchased during the term will be invoiced on a pro-rata basis, based upon the remaining period
in the then-current term. All such invoices shall be due and payable in full by Customer to Hyland net thirty
(30) days from the date of Customer’s receipt of such invoices.
(B) SOW’s. Except as otherwise provided in any applicable SOW, each invoice for
professional services fees or reimbursable costs and expenses shall be due and payable in full net thirty (30)
days from the date of Customer’s receipt of such invoice.
(C) Other Fees. Hyland will invoice Customer for all other fees and charges which may be
charged as described in paragraph (a)(1)(C) in accordance with the terms established by Hyland and provided
to Customer in writing after Hyland accepts Customer’s purchase order for the other services or deliverables
that are associated with such other fees or charges. All such invoices shall be due and payable in full by
Customer to Hyland net thirty (30) days from the date of Customer’s receipt of such invoices.
(3) Certain Remedies for Non-Payment or for Late Payment. In the event of any default by Customer
in the payment of any amounts invoiced by Hyland, which amounts have not been disputed in writing by Customer on
or prior to the payment due date, and which default continues unremedied for at least thirty (30) calendar days after the
due date of such payment, Hyland shall have the right to suspend or cease the provision of any Services under this
Agreement or any SOW, and the delivery of any Upgrades and Enhancements of Software, to Customer unless and
until such default shall have been cured.
(b) INTENTIONALLY OMITTED
(c) RECEIPT OF INVOICES. All invoices shall be sent electronically by Hyland to Customer to the attention of
“Accounts Payable,” or to such other person or department as Customer may specify from time to time by written notice to
Hyland. In the event any invoice contains an under billing error which is discovered by Hyland, Hyland may issue a new invoice
to correct the error.
(d) U.S. DOLLARS. All fees and charges under this Agreement shall be determined, invoiced and paid in U.S.
dollars.
10. TERM AND TERMINATION
The term and termination of this Agreement shall be subject to the term and termination provisions of the Master
Agreement.
11. CERTAIN EFFECTS OF TERMINATION
The terms and provisions of Section 6.12 of the Master Agreement shall apply to any termination of this Agreement. In addition,
the following terms shall apply in connection with existing SOWs, if any.
(a) PENDING SOWS. Unless any pending SOWs are also expressly terminated as permitted by this Agreement,
upon termination of Section 5 of this Agreement for any reason, all SOWs then in effect hereunder shall continue in accordance
with their terms, in which case such Section 5 shall continue in effect with respect to such pending SOWs until the completion of
such SOWs.
(b) UPON TERMINATION OF SOWS. In the event of termination of any SOW, Customer shall pay Hyland the
amounts specified in such SOW relating to Professional Services performed by Hyland prior to and including the date of
termination, as well as any additional reimbursable costs or expenses which Hyland has incurred or contracted for with respect to
the Professional Services and is unable to avoid. Additionally, all property of each party in possession of the other party relating
to such SOW shall be returned, including, without limitation, any Work Products provided to Customer by Hyland under such
SOW but not yet fully paid for by Customer. Subject to the termination of this Agreement in its entirety, Customer may keep any
Work Products it has paid for in full.
(c) SURVIVAL OF OBLIGATIONS. The provisions of this Agreement that by their nature extend beyond the
termination or non-renewal of this Agreement, will survive and remain in effect until all obligations thereunder are satisfied. All
disclaimers of warranties and limitations of liability set forth in this Agreement will survive any termination of this Agreement.

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12. NO HIGH RISK USE
The Hosted Solution is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. The Hosted
Solution is not designed or intended for use in any situation where failure or fault of any kind of the Hosted Solution could lead
to death or serious bodily injury to any person, or to severe physical or environmental damage (“High Risk Use”). Customer is
not licensed to use the Hosted Solution in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED.
High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical
facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not
include utilization of the Hosted Solution for administrative purposes, to store configuration data, engineering and/or
configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe
physical or environmental damage. These non- controlling applications may communicate with the applications that perform the
control, but must not be directly or indirectly responsible for the control function. Customer agrees not to use, distribute or
sublicense the use of the Hosted Solution in, or in connection with, any High Risk Use." Customer agrees to indemnify and hold
harmless Hyland from any third-party claim arising out of Customer’s use of the Hosted Solution in connection with any High
Risk Use.
13. LIMITED WARRANTY; WARRANTY DISCLAIMER
(a) For a period of sixty (60) days after the date the Hosted Solution is first made available for use by Customer,
Hyland warrants to Customer that the Software included in such Hosted Solution, when properly used, will operate substantially
in accordance with the Documentation as defined in Section 1 of Exhibit B. Customer’s acceptance of services or goods
provided by Hyland shall not relieve Hyland from its obligations under this warranty. Customer’s sole and exclusive remedy for
a non-conformity of the Software to this express limited warranty shall be as follows: Provided that, within the 60-day period,
Customer notifies Hyland in writing of the non-conformity, Hyland will either (a) repair or replace the non-conforming Software,
which may include the delivery of a commercially reasonable workaround for the non-conformity; or (b) if Hyland determines
that repair or replacement of the non-conforming Software is not commercially practicable, then terminate this Agreement with
respect to the non-conforming Software, in which event the Hosting Fees will be adjusted appropriately as a result of the removal
of such non-conforming Software. The terms of this limited warranty shall not apply to, and Hyland shall have no liability for
any non-conformity related to, any Software that has been (1) modified by Customer or a third party or (2) misused or abused.
Hyland does not warrant that the functions contained in the Software will meet Customer’s requirements or that the operation of
the Software will be uninterrupted or error free.
(b) For a period of sixty (60) days from and including the date that Hyland has delivered a completed Work
Product to Customer, Hyland warrants to Customer that such Work Product, when properly installed and properly used, will
operate substantially in accordance with the Documentation as defined in Section 1 of Exhibit B. Customer’s acceptance of
services or goods provided by Hyland shall not relieve Hyland from its obligations under this warranty. Customer’s sole and
exclusive remedy for a non-conformity of the Work Products to this express limited warranty shall be as follows: Provided that,
within the 60-day period, Customer notifies Hyland in writing of the non-conformity, Hyland will either (a) repair or replace the
non-conforming Work Product, which may include the delivery of a commercially reasonable workaround for the non-
conformity; or (b) if Hyland determines that repair or replacement of the non-conforming Work Product is not commercially
practicable, then terminate this Agreement with respect to the non-conforming Work Product, in which event upon compliance
with Customer with its obligations under Section 5 of this Agreement, Hyland will refund the professional services fees paid
prior to the time of such termination with respect to the creation and implementation of such Work Product. The terms of this
limited warranty shall not apply to, and Hyland shall have no liability for any non-conformity related to, any Software that has
been (1) modified by Customer or a third party or (2) misused or abused.
(c) For a period of sixty (60) days from the date of completion of Professional Services, Hyland warrants to
Customer that such Professional Services have been performed in a good and workmanlike manner and substantially according to
industry standards. Provided that, within the 60-day period referred to above, Customer notifies Hyland in writing of any non-
conformity of such Services to the foregoing limited warranty, Hyland’s sole obligation, and Customer’s sole and exclusive
remedy, shall be for Hyland to use commercially reasonable efforts to re-perform the non-conforming Professional Services in an
attempt to correct the non-conformity(ies). If Hyland is unable to correct such non-conformity(ies) after a reasonable period of
time, Customer’s sole and exclusive remedy shall be to terminate the SOW under which the non-conforming Services have been
performed, in which event Hyland will refund to Customer any portion of the professional services fees under such SOW relating
directly to such non-conforming Professional Services paid prior to the time of such termination. This warranty specifically
excludes non-performance issues caused as a result of incorrect data or incorrect procedures used or provided by Customer or a
third party or failure of Customer to perform and fulfill its obligations under this Agreement.
(d) Customer represents and warrants that: (a) it is the legal custodian of the Customer Data and it has the right
and authority to provide Hyland with all Customer Data and other materials required hereunder; (b) it will use reasonable efforts
to ensure that any Customer Data submitted to Hyland via electronic media will be free of viruses; and (c) anyone submitting
Customer Data to Hyland for use in connection with the Services or Professional Services has legal authority to do so, either
through ownership of the Customer Data or by obtaining appropriate authorizations therefore, and that submission of Customer
Data does not violate any contracts, agreements, or any applicable law. Customer is responsible for all Customer Data that is
submitted to Hyland for use in connection with the Services or Professional Services. Any unauthorized posting or submitting of

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third party copyrighted, trademarked, or other legally protected materials is prohibited and may (at the discretion of Hyland)
result in a termination or suspension of access.
(e) EXCEPT FOR THE WARRANTIES PROVIDED BY HYLAND AS EXPRESSLY SET FORTH IN
SECTION 13 OF THIS AGREEMENT, HYLAND AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE HOSTED
SOLUTION (INCLUDING ANY HARDWARE OR SOFTWARE) OR ANY HOSTING SERVICES OR WORK PRODUCTS
PROVIDED OR MADE AVAILABLE FOR USE BY HYLAND TO CUSTOMER UNDER THIS AGREEMENT; AND
HYLAND AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE, WARRANTIES AGAINST INFRINGEMENT AND THOSE
ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. No
oral or written information given by Hyland, its agents, or employees shall create any additional warranty. No modification or
addition to this warranty is authorized unless it is set forth in writing, references this Agreement, and is signed on behalf of
Hyland by a corporate officer.
14. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL HYLAND’S LIABILITY EXCEED THE AMOUNT OF THE FEES AND CHARGES
ACTUALLY PAID BY CUSTOMER TO HYLAND AS DESCRIBED IN THIS AGREEMENT WITH RESPECT TO THE SIX
(6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH
LIABILITY. IN NO EVENT WILL HYLAND OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR OTHER PECUNIARY LOSS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OR INABILITY TO USE THE
HOSTED SOLUTION, HOSTING SERVICES OR WORK PRODUCTS, EVEN IF HYLAND OR SUCH SUPPLIERS HAVE
BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. HYLAND AND ITS DIRECT AND INDIRECT
SUPPLIERS ARE NOT RESPONSIBLE FOR ANY COSTS INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION OR THE COST OF RECOVERING SUCH
DATA OR INFORMATION (EXCEPT TO THE EXTENT PROVIDED IN SECTION 2(d)), THE COST OF SUBSTITUTE
SOFTWARE, WORK PRODUCTS, HARDWARE OR SERVICES, OR CLAIMS BY THIRD PARTIES. ADDITIONALLY,
IN NO EVENT SHALL MICROSOFT CORPORATION, AS A SUPPLIER TO HYLAND, BE LIABLE FOR ANY DIRECT
DAMAGES.
15. FORCE MAJEURE
No failure, delay or default in performance of any obligation of a party to this Agreement (except the payment of
money) shall constitute a default or breach to the extent that such failure to perform, delay or default arises out of a cause,
existing or future, beyond the control (including, but not limited to: action or inaction of governmental, civil or military authority;
fire; strike, lockout or other labor dispute; flood; war; riot; theft; earthquake; natural disaster or acts of God; national
emergencies; unavailability of materials or utilities; sabotage; viruses; or the act, negligence or default of the other party) and
without negligence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to
rely upon any of the foregoing as an excuse for failure, default or delay in performance shall, when the cause arises, give to the
other party prompt notice in writing of the facts which constitute such cause; and, when the cause ceases to exist, give prompt
notice of that fact to the other party. This Section 15 shall in no way limit the right of either party to make any claim against third
parties for any damages suffered due to said causes. If any performance date by a party under this Agreement is postponed or
extended pursuant to this Section 15 for longer than ninety (90) calendar days, the other party, by written notice given during the
postponement or extension, and at least thirty (30) days prior to the effective date of termination, may terminate this Agreement.
16. INTENTIONALLY OMITTED
17. NOTICES
Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this Agreement
shall be deemed effective: (a) when sent and made in writing by either (1)(A) registered mail, (B) certified mail, return receipt
requested, or (C) reputable, national or international overnight courier, in any such case addressed and sent to the address set
forth herein and to the attention of the person executing this Agreement on behalf of that party or that person’s successor, or to
such other address or such other person as the party entitled to receive such notice shall have notified the party sending such
notice of; or (2) electronic transmission appropriately directed to the attention of the person identified as the appropriate recipient
and at the appropriate address under (a)(1) above, with a copy following by one of the other methods of notice under (a)(1)
above; or (b) when personally delivered and made in writing to the person and address identified as appropriate under (a)(1)
above.
18. GENERAL PROVISIONS
(a) INTERPRETATION. The headings used in this Agreement are for reference and convenience purposes only
and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this

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Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural, in each instance as the context or
particular facts may require. Use of the terms “hereunder,” “herein,” “hereby” and similar terms refer to this Agreement.
(b) WAIVER. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of
such right or remedy on any other occasion.
(c) INTEGRATION. This Agreement, including any and all attachments, exhibits, schedules and separate
written agreements related to any Hosted Solution and referred to herein or therein, and the Process Manual set forth the entire
agreement and understanding between the parties pertaining to the subject matter and merges all prior discussions between them
on the same subject matter. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or
representations with respect to the subject matter other than as expressly provided in this Agreement. This Agreement may only
be modified by a written document signed by duly authorized representatives of the parties. This Agreement shall not be
supplemented or modified by any course of performance, course of dealing or trade usage. Variance from or addition to the
terms and conditions of this Agreement in any written notification or documentation, from Customer or otherwise, will be of no
effect unless expressly agreed to in writing by both parties. This Agreement will prevail over any conflicting stipulations
contained or referenced in any other document.
(d) BINDING AGREEMENT AND ASSIGNMENT. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective successors and permitted assigns. Hyland may assign this Agreement or its rights or
obligations under this Agreement, in whole or in part, to any other person or entity. Customer may not assign this Agreement or
its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent
of Hyland. Any change in control of Customer resulting from an acquisition, merger or otherwise shall constitute an assignment
under the terms of this provision. Any assignment made without compliance with the provisions of this paragraph (d) shall be
null and void and of no force or effect.
(e) SEVERABILITY. In the event that any term or provision of this Agreement is deemed by a court of
competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same will have the
power and is hereby authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term
or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any
provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach
only to such provision and will not affect or render invalid or unenforceable any other provision of this Agreement.
(f) INJUNCTIVE RELIEF. The parties to this Agreement recognize that a remedy at law for a breach of the
provisions of this Agreement relating to confidential information and intellectual property rights may not be adequate for
Hyland’s protection and, accordingly, Hyland shall have the right to seek, in addition to any other relief and remedies available to
it, specific performance or injunctive relief to enforce the provisions of this Agreement.
(g) U.S. GOVERNMENT END USERS. The terms and conditions of this Agreement shall pertain to the
Government’s use and/or disclosure of the Software or the Work Products, and shall supersede any conflicting contractual terms
or conditions. By accepting the terms of this Agreement and/or the delivery of the Software, the Government hereby agrees that
the Software qualifies as “commercial” computer software within the meaning of ALL federal acquisition regulation(s)
applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the
Government’s needs or is inconsistent in any respect with Federal law, the Government agrees to return the Software and Work
Products to Hyland. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display,
or disclosure of the Software, Work Products or Documentation by the Government is subject solely to the terms of this
Agreement, as stated in DFARS 227.7202, and the terms of this Agreement shall supersede any conflicting contractual term or
conditions.
(h) MARKETING AND PUBLICITY. With the prior approval of the other party, each party may:
(i) References and Site Visits. From time to time, upon the reasonable request of Hyland, Customer
agrees to make one or more employees available: (i) for telephone interviews with Hyland and/or third parties, relating
to Hyland, the Software, Customer’s use of the Software, the benefits Customer has derived from the Software or
similar topics; and (ii) to participate in customer site visits. Hyland agrees that it shall reimburse Customer for any out-
of-pocket travel, lodging, registration and meals costs and expenses that are incurred by any such employees of
Customer in connection with any off site visit if applicable, provided that such costs and expenses are reimbursable in
accordance with Hyland’s expense reimbursement policies.
(ii) Press Release. Prepare and issue a press release referring to the other party and relating to the
signing of this Agreement, the scope of the relationship and the Software solution established under this Agreement.
(iii) Case Studies. Prepare, publish and distribute, for its sales, marketing and advertising purposes, one
or more case studies describing any or all of the applications for which the Software will be used by Customer (e.g.,
Accounts Payable).

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(iv) Limitations. Except as specifically set forth in paragraphs (i) through (iii) above, or as necessary to
perform its obligations under this Agreement, neither party shall, without the prior written consent of the other party,
use the names, services marks or trademarks of such other party nor the name of any employee of such other party, or
reveal the existence of or terms of this Agreement, in any advertising or publicity release or promotional literature.
(i) THIRD PARTIES. Nothing herein expressed or implied is intended or shall be construed to confer upon or
give to any person or entity, other than the parties hereto, any rights or remedies by reason of this Agreement; provided, however,
that third party suppliers of software products bundled with the Software are third party beneficiaries to this Agreement as it
applies to their respective software products.

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ATTACHMENT A
TO
HOSTING AGREEMENT
ACCEPTABLE USE POLICY FOR HOSTING
I. INTRODUCTION:
This Acceptable Use Policy (this “AUP”) applies to all persons and entities (collectively referred to herein as “User”) who
use the services and software products provided by Hyland Software, Inc. (“Hyland”) in connection with Hyland’s hosting
of one or more hosted solutions (collectively referred to herein as “Hosted Solutions”). This AUP is designed to protect the
security, integrity, reliability and privacy of Hyland’s network and the Hosted Solutions Hyland hosts for its hosting
customers.
User’s use of the Hosted Solution constitutes User’s acceptance of the terms and conditions of this AUP in effect at the time
of such use. Hyland reserves the right to modify this policy at any time effective immediately upon Hyland’s posting of the
modification or revised AUP on Hyland’s website: https://www.hyland.com/community.
II. USER OBLIGATIONS:
A. User is responsible for any misuse of a Hosted Solution. Therefore, User must take all reasonable
precautions to protect access and use of any Hosted Solution that it uses.
B. User shall not use a Hosted Solution in any manner in violation of applicable law including, but not
limited to, by:
(i) Infringing or misappropriating intellectual property rights, including copyrights, trademarks,
service marks, software, patents and trade secrets;
(ii) Engaging in the promotion, sale, production, fulfillment or delivery of illegal drugs, illegal
gambling, obscene materials or other products and services prohibited by law. Similarly, soliciting illegal
activities is prohibited even if such activities are not actually performed;
(iii) Displaying, transmitting, storing or making available child pornography materials;
(iv) Transmitting, distributing or storing any material that is unlawful, including encryption
software in violation of U.S. export control laws, or that presents a material risk of civil liability to Hyland;
(v) Displaying, transmitting, storing or publishing information that constitutes libel, slander,
defamation, harassment, obscenity, or otherwise violates the privacy or personal rights of any person;
(vi) Displaying or transmitting obscene, threatening, abusive or harassing messages; or
(vii) Promoting, offering or implementing fraudulent financial schemes including pyramids,
illegitimate funds transfers and charges to credit cards.
C. User shall not use a Hosted Solution to engage in any of the following:
(i) Interfering with, gaining unauthorized access to or otherwise violating the security of
Hyland’s or another party’s server, network, personal computer, network access or control devices, software or
data, or other system, or to attempt to do any of the foregoing, including, but not limited to, use in the
development, distribution or execution of Internet viruses, worms, denial of service attacks, network flooding or
other malicious activities intended to disrupt computer services or destroy data;
(ii) Interfering with Hyland’s network or the use and enjoyment of Hosted Solutions received by
other authorized Users;
(iii) Promoting or distributing software, services or address lists that have the purpose of
facilitating spam;
(iv) Providing false or misleading information in message headers or other content, using non-
existent domain names or deceptive addressing, or hiding or obscuring information identifying a message’s point
of origin or transmission path;
(v) Violating personal privacy rights, except as permitted by law;

SERIAL 13067-SS
(vi) Sending and collecting responses to spam, unsolicited electronic messages or chain mail; and
(vii) Engaging in any activities that Hyland believes, in its sole discretion, might be harmful to
Hyland’s operations, public image or reputation.
III. ENFORCEMENT:
If a User violates this AUP, Hyland may, depending on the nature and severity of the violation, suspend the hosting of any
Hosted Solution that such User accesses for so long as necessary for steps to be taken that, in Hyland’s reasonable judgment,
will prevent the violation from continuing or reoccurring.
IV. NOTICE:
Unless prohibited by law, Hyland shall provide User with written notice via e-mail or otherwise of a violation of this AUP
so that such violation may be corrected without impact on the hosting of Hosted Solutions; Hyland shall also provide User
with a deadline for User to come into compliance with this AUP. Hyland reserves the right, however, to act immediately
and without notice to suspend the hosting of Hosted Solutions in response to a court order or government notice that certain
conduct of User must be stopped or when Hyland reasonably determines: (1) that it may be exposed to sanction, civil
liability or prosecution; (2) that such violation may cause harm to or interfere with the integrity or normal operations or
security of Hyland’s network or networks with which Hyland is interconnected or interfere with another of Hyland’s
customer’s use of Hyland services or software products; or (3) that such violation otherwise presents imminent risk of harm
to Hyland or other of Hyland’s customers or their respective employees. In other situations, Hyland will use commercially
reasonable efforts to provide User with at least seven (7) calendar days notice before suspending the hosting of Hosted
Solutions. User is responsible for all charges or fees due to Hyland up to the point of suspension by Hyland, pursuant to the
agreement in place between User and Hyland related to such Hosted Solutions.
V. DISCLAIMER:
Hyland disclaims any responsibility for damages sustained by User as a result of Hyland’s response to User’s violation of
this AUP. User is solely responsible for the content and messages transmitted or made available by User using a Hosted
Solution. By using a Hosted Solution, User acknowledges that Hyland has no obligation to monitor any activities or content
for violations of applicable law or this AUP, but it reserves the right to do so. Hyland disclaims any responsibility for
inappropriate use of a Hosted Solution by User and any liability for any other third party’s violation of this AUP or
applicable law.
VI. INTENTIONALLY OMITTED
VII. WAIVER:
No failure or delay in exercising or enforcing this policy shall constitute a waiver of the policy or of any other right or
remedy. If any provision of this policy is deemed unenforceable due to law or change in law, such a provision shall be
disregarded and the balance of the policy shall remain in effect.
VIII. QUESTIONS:
If you are unsure of whether any contemplated use or action is permitted, please contact Hyland, at 440-788-5000.

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ATTACHMENT B
TO
HOSTING AGREEMENT
Process Manual

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ATTACHMENT C
TO
HOSTING AGREEMENT
SERVICE LEVEL AGREEMENT
SERVICE LEVEL AGREEMENT OVERVIEW:
The service level agreement outlines the basic framework for measuring Hyland’s and the County’s performance against the
service level agreement.
Agreement
1.1 Standard Definitions. Capitalized terms used herein and not defined shall have the meanings given to them in the
Hosting Agreement. The following definitions relate to this Service Level Agreement and the associated service Level Metrics.
1.1.1 “Application Unavailability” – Application Unavailability means a properly configured computer is not capable of
successfully executing a standard online screen transaction from an end user workstation, which is confirmed by Hyland after the
County notifies Hyland in writing of the same. An online transaction can be an add, change or delete; can be a request to view a
record or document from a workstation displayed screen. Hyland monitoring and measurement will be limited to the
infrastructure that is solely under Hyland’s purview and management
1.1.2 “Downtime” means the time (in minutes), each month, as confirmed by Hyland following written notice by the
County, that the County has experienced Application Unavailability; provided, however, that Downtime does not include any
unavailability due to an Exclusion Event.
1.1.3 “Emergency System Maintenance” means unscheduled maintenance of the Hosted Solution, due to an emergency
which Hyland reasonably believes could lead to significant harm to either Hyland or the County.
1.1.4 “Exclusion Event” means any of the following occurrences: (1) Emergency System Maintenance; (2) Scheduled
System Maintenance; (3) failure of the County’s equipment or facilities; (4) acts or omissions of the County, including but not
limited to: (i) performance or non-performance of any services by a third party (other than Hyland) contracted by the County to
provide services to the County related to the Hosted Solution; (ii) any failure that the County mutually agrees is not due to fault
of Hyland or Hyland’s contracted third party hosting company; (iii) changes in the County’s business requirements that are not
reported in advance to Hyland and addressed by the parties through a mutually executed change order; (iv) failure of any code or
configurations managed or written by the County or any third party vendor to the County; (5) the occurrence of a force majeure
event (as described in Section 15 of the Agreement); (6) Internet failure or congestion; (7) any defect or failure of any Third Party
Software or hardware that is part of the Hosted Solution, where the manufacturer has discontinued maintenance and support of
such Third Party Software or hardware, Hyland has notified the County of such discontinuance and the need to upgrade, and the
County has not notified Hyland (within thirty (30) days after receipt of Hyland’s notice) that the County agrees to upgrade such
Third Party Software or hardware to a supported version; or (8) Hosted Solution failures or other failures caused directly or
indirectly by known or unknown computer viruses, worms or other malicious programs
1.1.5 “Issue” is a material deviation of the Hosted Solution to function per its baseline specifications. An Issue can also be
associated with the underlying environment/infrastructure if it is impacting the Environment Metrics. Issues will be initially
classified by the party identifying the Issue in accordance with the Issue Severity definitions defined herein. Resolution of the
Issue will proceed in accordance with such classification until one or both of the parties revise the Issue Severity level for the
Issue as part of the coordinated effort defined in paragraph 1.1.8.
1.1.6 “Issue Severity” is the severity assigned to all Issues, as ultimately determined by Hyland with input from the County.
After initial assignment by the reporting party, this assignment is made as a coordinated effort between the Parties based on the
definitions of the severities, possible workarounds, and the impact on the functionality.
Hyland Maintenance Issue Severity Definitions
Severity Definition
A problem causing critical impact to the client’s business
operation, and no workaround is immediately available. Use of the
System cannot continue. Resolution efforts begin upon notification
1 - Critical
and continues until resolved. If resolution requires a software
correction, it is delivered as soon as resolved. Example : The
Business is Down and Inoperable

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A problem causing significant impact to the client’s business
operation, and any workaround is unacceptable on a long term
basis. Essential functions of the System are affected such that there
is a significant impact to the client’s business operations. Work
2 - Serious
begins after Priority 1 Issues are resolved. If resolution requires a
software correction, it is made available as soon as resolved.
Example: Major Operations of the Business are either Down and
Inoperable while some can continue
A problem that impairs some functionality, but a practical
workaround exists such that there is not a material impact to the
client’s business operations. If resolution requires a software
3 - Moderate correction, this is fixed in the next Hot Fix release if reported prior
to release cut-off date. Example: One or more business process are
impacted, either in timeliness or available, but the business is
operational
A problem that does not affect any production functions of the
software and may be cosmetic in nature. A software defect exists
but does not impede any functionality. These Issues are generally
4 - Minor
fixed in next major release if reported prior to release cut-off date.
Example: There are some issues with the normal processing, but
the business is operational
1.1.7 “Minimum Service Level” is the level below which is considered a failure in Hyland performance, which may result in
Service Credits awarded to the client by Hyland.
1.1.8 “Scheduled System Maintenance” is regular maintenance (for upgrading of the Software and hardware used by Hyland
to provide the Hosting Services or otherwise). The standard Scheduled System Maintenance is in accordance with the Process
Manual.
1.1.9 “Service Credits” are credits of a portion of the monthly fees paid by the County to Hyland as a result of a failure to
achieve the specified Minimum Service Level for a specific Service Metric. The Service Credit is equal to the ongoing monthly
fees multiplied by the Service Penalty for the respective Service Metric. Service Credits will accrue and be reconciled based
upon the parties’ mutual agreement, but no less frequently than annually. Credits shall be applied to subsequent invoices for
Hosting Services. Any balance at the end of the contract term (including any subsequent renewals after the original term) would
be refunded to the County.
1.1.10 “Service Level” is a target for a specific Service Metric against which Hyland’s performance is to be measured and
reported. “Service Levels” are the collective set of Service Levels across the respective Service Metric, specifically including the
Minimum Service Level.
1.1.11 “Service Metrics” are the specific units of measure mapping to the County’s business objectives for which Service
Levels are established.
1.1.12 “Service Penalty” is the amount for each Service Metric that is factored against the monthly fees for purposes of
calculating any Service Credits relative to the applicable Service Level(s) during a given Measurement Interval.
1.1.13 “Uptime Percentage” is the percentage of scheduled time the Hosted Solution is available to users and is calculated as
follows: (a) total number of minutes in a month, minus (b) number of minutes of Downtime in such month, divided by (c) total
number of minutes in such month. “
1.2 Scope of Applicability
1.2.1 The Service Metrics and Service Levels are not applicable to any customizations, enhancements or interfaces to the
Hosted Solution which are created or provided by anyone other than Hyland.
1.2.2 The Service Metrics and associated Service Levels apply to the production environment and use of the production
system. In the event that a single Issue affects more than one Service Level, only the Service Metric with the highest Service
Penalty will apply with respect to any Service Credits issued by Hyland to the County.
1.2.3 The County and Hyland will use reasonable efforts to coordinate Scheduled System Maintenance at least seven (7)
days in advance. The standard scheduled System Maintenance period is in accordance with the Process Manual, though
generally not lasting the entire period. Exceptions may be needed if a situation arises that puts achievement of the target Service
Metrics and associated Service Levels at risk, hence jeopardizing expected operations of the Hosted Solution. Such maintenance
shall be timed to coincide with times of minimal traffic or use for the County. Hyland reserves the right to immediately institute
Emergency System Maintenance Period at any time of the day if Hyland reasonably determines that a failure to act immediately
would lead to significant harm to either Hyland or the County.

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1.2.4 The County suspends any specific Service Metric and associated Service Level that will subsequently not be met due
to the County’s failing to perform its responsibilities. Hyland performance against any suspended Service Metric and associated
Service Level will be reinstated once the corresponding activity has been performed. If the County is found to be the source of
an outage, then the time lost due to their actions will be subtracted from the Downtime and that new total will be used for the
monthly metric.
1.2.5 Any events or situations affecting the System for which Hyland is not solely responsible will not be counted towards
Hyland’s ability to achieve the Minimum Service Level(s) associated with the respective Service Metric(s). Once Hyland applies
a fix or correction to remediate an Issue impacting one or more Service Metrics, measurement of Hyland’s non-conformance with
the respective Service Metric and associated Service Levels being impacted ends. As an example, Hyland is not responsible for
additional time associated with subsequent County required approvals or procedures related to the application of the fix or
correction. If, upon application of the fix or correction, the Issue is not remediated, Hyland will again be subject to measurement
of non-conformance against the Service Metric, upon notification by the County to Hyland and acknowledgement by Hyland to
the County of the new or continued situation (e.g. a new Issue is logged). However, none of these situations relieve Hyland from
responsibility to support resolution or remediation of a situation if any part of the cause or ability to resolve fall within Hyland’s
responsibilities as set forth herein.
1.2.6 Service Metrics and associated Service Level calculations will be suspended during an active force majeure or when
operating the System under a disaster recovery scenario. Reporting and calculations will be reinstated once operations resume at
the primary Hyland data center or a replacement primary site.
1.3 Service Level Metrics – The table below outlines the specific Service Metrics, the associated Service Penalties, and
Minimum Service Levels by which they will be measured.
1.3.1 Below the identified Minimum Service Level, the County would be entitled to the associated percentage of the monthly
fees as a Service Credit against current monthly fees, capped and not to exceed 15% of the monthly fees for any and all failures
during the month in which Hyland’s respective performance was below the Minimum Service Level. In no month will the
aggregate Service Credit for all failures be greater than this amount. The Service Credits will be calculated based upon a monthly
amount, regardless of whether the parties have agreed to billing on a basis that is other than monthly (e.g., if the parties have
agreed to invoicing on a quarterly basis, for purposes of calculating any Service Credits, such quarterly fees shall be pro-rated to
determine the applicable monthly rate).
Service Level Metrics
Applicability Factors Service Penalty Minimum Service Level
Environment Metrics
Application Availability Uptime Percentage 5% 99.5 %
Issue Response Time Metrics
Critical Issue Severity 5% Target Status Update: 60 Minutes
Target Application Resolution or
Workaround: 4 hours
Serious Issue Severity 3% Target Status Update: 2 hours
Target Application Resolution or
Workaround: 16 hours
Moderate Issue Severity NA Target Status Update: Upon Request
Target Status Resolution or Workaround:
Agreed upon Hot Fix timeframe
Normal Issue Severity NA Target Update Status: Upon request
Target Status Resolution or Workaround:
Applicable Release
1.3.2 Escalation Matrix
1.3.2.1 For Hyland:
1st level: On-site Administrator at MC
2nd level: Technical support
3rd level: Technical support manager
1.3.2.2 For the County
1st level: the County Help Desk
2nd level: Administrator at the County
3rd level: Fran McCarroll, Connie Copeland, or designee

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ATTACHMENT D
TO
HOSTING AGREEMENT
SUPPLEMENTAL HOSTING REQUIREMENTS
1.0 AVAILABILITY:
1.1 An industry-recognized backup methodology must be employed, including the use of off-site storage. The vendor
must make logs relating to backup procedures available within 48-hours upon written request from the County.
2.0 INTENTIONALLY OMITTED.
3.0 DATA SECURITY:
3.1 Backups to removable media must be encrypted using the Advanced Encryption Standard (AES) with a minimum
of a 128 bit key. Industry recognized key handling procedures must be utilized. At no time shall the key be stored
on the backup media in clear text, including but not limited to table labels. The vendor must make logs related to
key handling procedures available upon written request.
3.2 Hosted applications must support encrypted protocols for sensitive data. Preferred encryption protocols are Secure
Sockets Layer (SSL) and Internet Protocol Security (IPSec). Encryption ciphers must use at least a 128 bit key
length. Hashing algorithms used must be of the Secure Hash Algorithm (SHA) family. The minimum acceptable
algorithm shall be SHA-1.
3.3 All data centers at which Customer Data is hosted solutions must be audited by a third party at least once per year.
The vendor must provide attestation by a 3rd party (e.g. SSAE16 Type 2/SAS 70 Type II) upon 90 days advance
written notice at any time upon the County’s request, not more often than once per year.
3.4 Upon reasonable notice and at mutually agreeable times, the County may, at its expense engage a third party to
conduct a risk assessment, no more than once per year. The risk assessment shall include system and application
testing. The results shall be made available to the Contractor upon written request.
3.5 Intentionally omitted.
3.6 Vendor agrees that it will not permit any employee to have any access to County’s physical sites, networks,
systems or have any access to the County’s Customer Data if such employee, as determined on their date of hire
by vendor, or which the vendor becomes aware during the performance of this Agreement has been convicted of,
pled guilty or no contest to, or participated in a pre-trial diversion program for felony or multiple misdemeanor
offenses involving crimes of dishonesty or breach of trust including, but not limited to, theft; money laundering;
embezzlement; or the sale, distribution of, or trafficking in drugs or controlled substances or criminal conspiracy.
3.7 No County data shall be transferred or made available to a 3rd party in unencrypted from without the express,
written consent of the County. See the Data Security “Backups” section 3.1 for what shall be considered
“encrypted.
3.8 No County data shall be transferred or transmitted outside the United States for any reason without the express,
written consent of the County.
3.9 The system must support the ability to configure password disabling or lock out of user accounts after a given
number of login failures.
4.0 INFORMATION SYSTEMS AUDITING:
4.1 The system will log the following
Event Description
Add Logs any time a document is added to the SIRE system
Delete Logs any time a document is deleted from the SIRE system
Edit Logs all document editing activity
View Logs any document viewing activity
Print Logs any time a document is printed
Export Logs any time a document is exported from the SIRE system
Edit History Logs a complete history of document editing activity
E-mail Logs any time documents are e-mailed from SIRE
Launch Logs any time files are launched in their native applications from SIRE

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Records Logs any records management events, such as destruction of a file that has
Management exceeded its document retention schedule
Reports Logs any time reports are generated
Revision Control Logs all revisions to documents in the SIRE system
Save Logs any time documents are saved
4.2 Intentionally omitted.
4.3 The system must log failed login attempts.
4.4 Logs must be made available to the County at any time.
5.0 BREACH NOTIFICATION:
5.1 The vendor must report all suspected breaches to the County promptly and in writing. The vendor must also
cooperate with any County investigation into the breach, unless prohibited by law.
5.2 Breach notification requirements shall be determined by all applicable laws and contracts including, but not
limited to, Arizona Revised Statutes 44-7501, California SB 1386.
5.3 The vendor shall make the information security incident response policy and procedure available to the
County upon written request.

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EXHIBIT C
STAFF AUGMENTATION AGREEMENT
This Staff Augmentation Agreement (“Agreement”) governs the availability of resources of Hyland Software, Inc.
(“Hyland”) to Maricopa County, a political subdivision of the State of Arizona (“Customer”) as supplemental staff,
subject to the direction of Customer, to provide services in the nature of system administration tasks and support of
Customer’s internal help desk, in each case related to the software modules Customer has licensed from Hyland
under a separate Hosting Agreement (“Hosting Agreement”) that is part of Sole Source Contract (SERIAL 13067-
SS), the “Master Agreement”). All Hyland services will be provided only at Customer’s designated location, or
remotely with a connection provided by Customer.
1. Overview:
Throughout the term of this Agreement, Customer will engage, and Hyland will provide, one (1) Hyland employee
(resource), who is appropriately trained with respect to Hyland’s products, to provide the services described in the
Services Proposal attached to this Agreement as Schedule 1 (“Services Proposal”).
2. Compensation and Payment Schedule:
Hyland will charge and Customer will pay services fees for the services under this Agreement in
accordance with the terms of the Services Proposal.
All past due amounts shall bear interest at the rate of one and one-half percent (1.5%) per month (or, if lower, the
maximum rate lawfully chargeable per ARIZONA REVISED STATUTES §35-342) from the date due through the
date that such past due amounts and such accrued interest are paid in full. In the event of any default by Customer
in the payment of any amounts due hereunder, which default continues unremedied for at least thirty (30) calendar
days after the due date of such payment, Hyland shall have the right to suspend or cease the provision of any
services under this Agreement unless and until such default has been cured.
3. Customer’s Obligations:
In addition to the other obligations of Customer set forth in this Agreement:
Safe Work Environment: Customer will be responsible for and shall ensure that while Hyland employees
are on Customer’s premises, all proper and legal health and safety precautions are in place and fully
operational to protect such persons.
Third Party Software Rights: Notwithstanding any contrary terms, if Customer requests Hyland to
perform services on third party software, Customer represents and warrants to Hyland that Customer has all
necessary rights to allow Hyland to do so.
4. Change Order Authorization:
In the event that additional services are recommended by Hyland or requested in writing by Customer that are
outside the scope of this Agreement, a change order will be generated by Hyland. The change order will contain the
details of the extension to this Agreement and will contain time and cost estimates. If both parties execute the
change order, the change order will be an amendment to this Agreement to cover the items listed in the change
order.
5. No Warranties; Disclaimer of Warranties:
HYLAND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SOFTWARE,
DELIVERABLES, INNOVATIONS, INFORMATION OR SERVICES PROVIDED UNDER THIS
AGREEMENT. HYLAND DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND
STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE,
WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO
ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

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HYLAND DOES NOT WARRANT THAT ANY SERVICES, SOFTWARE, DELIVERABLES OR
INNOVATIONS PROVIDED WILL SATISFY CUSTOMER’S REQUIREMENTS OR ARE WITHOUT DEFECT
OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE OR WORK PRODUCTS PROVIDED
UNDER THIS AGREEMENT WILL BE UNINTERRUPTED. HYLAND DOES NOT ASSUME ANY
LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE,
SOFTWARE OR SERVICES.
6. Limitation Of Liability:
HYLAND’S LIABILITY FOR ANY LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OR NON-PERFORMANCE OF
SERVICES, SHALL IN NO EVENT EXCEED THE AMOUNT THAT HAS BEEN ACTUALLY PAID BY
CUSTOMER TO HYLAND FOR HYLAND’S PERFORMANCE UNDER THIS AGREEMENT.
IN NO EVENT WILL HYLAND OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, THE COST OF RECOVERING
SUCH DATA OR INFORMATION, OR THE COST OF SUBSTITUTE SERVICES OR PRODUCTS, EVEN IF
HYLAND OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.
7. Force Majeure:
No failure, delay or default in performance of any obligation of a party to this Agreement (except the payment of
money) shall constitute a default or breach to the extent that such failure to perform, delay or default arises out of a
cause, existing or future, beyond the control (including, but not limited to: action or inaction of governmental, civil
or military authority; fire; strike, lockout or other labor dispute; flood; war; riot; theft; earthquake; natural disaster or
acts of God; national emergencies; unavailability of materials or utilities; sabotage; viruses; or the act, negligence or
default of the other party) and without negligence or willful misconduct of the party otherwise chargeable with
failure, delay or default. Either party desiring to rely upon any of the foregoing as an excuse for failure, default or
delay in performance shall, when the cause arises, give to the other party prompt notice in writing of the facts which
constitute such cause; and, when the cause ceases to exist, give prompt notice of that fact to the other party. This
section shall in no way limit the right of either party to make any claim against third parties for any damages
suffered due to said causes. If any performance date under this Agreement is postponed or extended pursuant to this
section for longer than ninety (90) calendar days, Customer, by written notice given during the postponement or
extension, and at least thirty (30) days prior to the effective date of termination, may terminate Hyland’s right to
render further performance of services after the effective date of termination; provided, that Customer will be
responsible for payment for the services provided by Hyland through the effective date of termination in accordance
with the terms of this Agreement.
8. Intentionally Omitted
9. Confidential Information:
“Confidential Information” shall be such information that is marked “Proprietary” or “Confidential,” that is known
by the recipient to be confidential or that is of such a nature as customarily would be confidential between business
parties, except as provided in the next sentence. Confidential Information shall not include information that: (a) is
or becomes generally known to the public without breach of this Agreement by the recipient, or (b) is demonstrated
by the recipient to have been in the recipient's possession prior to its disclosure by the disclosing party, or (c) is
received by the recipient from a third party that is not bound by restrictions, obligations or duties of non-disclosure
to the disclosing party, or (d) is demonstrated by recipient to have been independently developed by recipient
without breach of its obligations.
Each party agrees that, with respect to the Confidential Information of the other party, during the term of this
Agreement for a period of five (5) years (or in the case of any Confidential Information of a disclosing party that is a
“trade secret”, for a period of the longer of five (5) years or so long as such information remains a “trade secret”
under applicable law) thereafter, such party (and its employees, agents, consultants, contractors and representatives)
as a recipient shall at all times maintain the confidentiality of the other party's Confidential Information, using the
same degree of care that such party uses to protect its own confidential information, but in any event not less than

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reasonable care; and shall not use (except in performance of this Agreement) or disclose to any third party any such
Confidential Information, except as may be required by law or court order.
10. Binding Effect and Assignments:
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and
permitted assigns. Neither party may assign its rights or obligations under this Agreement, in whole or in part, to
any other person or entity without the prior written consent of the other party. Any change in control resulting from
an acquisition, merger or otherwise shall constitute an assignment under the terms of this provision. Any
assignment made without compliance with the provisions of this section shall be null and void and of no force or
effect.
11. Term and Termination:
This Agreement is for a term of one (1) year, beginning on the 1st day of August, 2014 and ending the 31st day of
July, 2015. Customer may, at its option and with the written agreement of Hyland, extend the term of this
Agreement for two additional terms of one year each, up to a maximum of two (2) years. In order to exercise such
option, Customer must notify Hyland in writing of its intent to extend the Agreement term at least thirty (30)
calendar days prior to the expiration of the original Agreement term, or any additional term thereafter. The
termination of this Agreement shall be subject to the termination provisions of the Master Agreement; provided,
that, (a) Hyland may terminate this Agreement at any time, without cause, upon not less than fifteen (15) days’ prior
written notice to Customer if the Hyland employee assigned to provide the services hereunder ceases to be employed
by Hyland or otherwise refuses to provide such services, and (b) Customer may terminate this Agreement at any
time, without cause, upon not less than fifteen (15) days’ prior written notice to Hyland if Customer is dissatisfied
with the Hyland employee assigned to provide the services hereunder. In either such event, the parties agree to use
reasonable efforts to agree upon a replacement employee to provide such services and avoid such termination and
the Customer shall retain final approval of the Hyland employee provided under this agreement.
12. Consequences of Expiration Or Termination:
The terms and provisions of Section 6.11 and 6.12 of the Master Agreement shall apply to any termination of this
Agreement. Return of Customer Data (as defined in the Hosting Agreement) is addressed in the Hosting
Agreement. Additionally, all property of each party (other than such Customer Data) in possession of the other
party relating to this Agreement shall be returned.
13. Independent Contractor and Employee Responsibilities:
The parties acknowledge that Hyland is an independent contractor and that it shall be responsible for its obligations
as employer for those individuals providing the services. This Agreement does not create any partnership, joint
venture or agency relationship between the parties. Each party acknowledges that it is solely responsible for its
employees. Furthermore, Hyland acknowledges that the supplemental staff provided under this agreement shall
remain the employee of Hyland for all purposes, including but not limited to salary, benefits, orientations, training,
disciplinary action and workers compensation.
14. Subcontracting:
Hyland may subcontract all or any part of the services with prior written approval from Customer. Hyland shall
remain fully responsible to Customer for the provision of any subcontracted services.
15. Export:
Customer agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and all U.S.
export control laws, including but not limited to the U.S. Export Administration Act, to assure that the software and
any deliverables are not exported in violation of United States law.
16. Non-Solicitation and Non-Hire:
During the term of this Agreement and for a period of six (6) months thereafter:

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Employees Not Introduced to a Party Directly as a Result of this Agreement: Neither party shall
solicit for employment any employee of the other. For purposes of this paragraph, the non-solicit
restriction only applies if such soliciting party was not introduced to the employee directly as a result of
this Agreement. A general advertisement by a party or a request for employment that is initiated
exclusively by an employee of the other shall not be considered a solicitation pursuant to this paragraph.
Employees or Former Employees Introduced to a Party Directly as a Result of this Agreement:
Neither party shall : (a) solicit for employment or contractor relationship; or (b) hire for employment or as
a contractor (whether or not the hiring party has solicited such relationship), any employee or former
employee (to the extent such former employee’s employment by the other party has ended less than six 6
(6) months prior to the solicitation or hiring by the soliciting or hiring party) of the other party, if such
soliciting or hiring party was introduced to the employee or former employee directly as a result of this
Agreement.
Remedy for Breach: The parties agree that a breach of either of the preceding paragraphs of this Section
16 would result in irreparable harm to the injured party and entitle it to injunctive relief. Such injunctive
relief as the injured party may obtain will be in addition to any other rights and remedies at law, in equity
or under this Agreement. Each such breach resulting in the hiring of the other party’s staff entitles such
other party to liquidated damages (not a penalty) from the hiring party in the sum of the greater of: (1)
$100,000.00, or (2) 100% of the hired staff member’s annual earnings immediately prior to leaving the
other party’s service, and, in either case, all costs associated with the collection of such liquidated damages,
including, but not limited to, reasonable attorneys’ fees. The parties agree that this Section 16 survives the
termination or expiration of this Agreement.
17. Transmittal and Delivery of Accepted Agreement:
For purposes of this Agreement, a signed copy delivered by facsimile or electronically shall be treated by the parties
as an original of this Agreement and shall be given the same force and effect.

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SCHEDULE 1
TO EXHIBIT C - STAFF AUGMENTATION AGREEMENT
OUTSOURCED SYSTEM ADMINISTRATOR
Outsourced System Administration Services
Pursuant to the Staff Augmentation Agreement, Exhibit C to the Sole Source Contract, by and between Hyland
Software, Inc. (“Hyland”) and Maricopa County, a political subdivision of the State of Arizona (“Customer”)
Hyland will provide an Outsourced System Administrator (the “Resource”) to work under the direction of the
Customer to provide service in the nature of system administration tasks and support of the Customer’s internal
help desk for items related to the Software system. The Resource will be qualified to perform the Core
Software Administration Services listed below. Capitalized terms used herein and not defined shall have the
meaning given to them in such Staff Augmentation Agreement.
Core Software Administration services are listed below:
a. Work with Customer’s IT staff to coordinate the necessary resource(s) to respond to critical issues
impacting operational, production use of the Software;
b. Coordinate and collaborate with county training resource(s) to develop relevant content for ad hoc user
training to Customer employees on the Software solution;
c. Design and implement Software technical components to meet current and emergent business needs
and demands identified by Customer;
d. Schedule required downtime with business owners and other Customer professionals;
e. Create and maintain Software non-production environments for testing, training, and/or issue
resolution;
f. Assist with testing of Customer’ disaster recovery plan;
g. Make minor modifications to preexisting solutions as approved by Customer’s business unit;
h. Respond to questions concerning product capabilities;
i. Interface with Customer’s technical team as appropriate to address technical issues with the Software
and be the point of contact to follow through with the appropriate parties at Hyland to debug and
resolve issues as necessary; and
j. In the event that Customer obtains its own System Administrator and transfers duties in the course of
this service, the Resource will document system duties and assist in the transition of duties to the
Customer’s trained System Administrator.
1. Additional Conditions and Terms
a. One Resource: Hyland will provide one (1) Resource for the services described in this proposal
from 8AM-5PM, Monday-Friday excluding County holidays.
b. Existing Solution: Services shall be specific to the administration and support of an existing Software
solution. Consultation, design, or configuration services related to additional projects or Software
expansions are not included.
c. Customer Direction: Customer directs the Hyland Resource in providing the Core Administrative
Software Administration service under this Agreement. Customer is specifically prohibited from using
any Hyland Resource in a manner which violates the terms of Customer’s license to the Software.
Customer shall direct the Resource within the scope of the assigned Resource’s knowledge and
experience. The Customer shall determine priority of the services to be performed..
d. Service Hours: While onsite, the Resource will perform Core Administrative Services during
normal operating hours generally between 8:00 AM and 5:00 PM, Monday through Friday in the
Customer’s local time zone, excluding vacation, holidays, sick days, or other mutually agreed to time
periods. Customer may request additional service hours, subject to mutual agreement of the parties,
including additional fees relating thereto. Customer acknowledges and agrees that working hours
must be utilized in blocks of forty-five (45) working hours unless otherwise agreed to by the parties. If
Hyland’s Resource is required to travel outside of the Customer location in which such Hyland
Resource regularly works, such travel time shall be included in the calculation of such working hours.

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Time spent commuting from a local place of residence (including a hotel) to the Customer location in
which such Hyland Resource regularly works will not be included in such calculation.
e. Performance Issues: If the Customer, in good faith, determines , the Resource providing services to
the Customer under this engagement is performing such services unacceptably due to a legitimate
reason related to the services or for conduct not related to performance of services, Hyland shall use
commercially reasonable efforts to promptly work with the Customer to resolve any such issues.
f. Service Requirement Review: At any time during the engagement, Hyland and Customer may
discuss if the Customer’s requirements exceed the level or type of Resource provided under this
agreement and, if so, both parties may mutually agree to modify the type or number of Hyland
resources provided under this agreement.
g. Vacation, Holidays, and Sick Days: Hyland will coordinate scheduled vacation (not to exceed 30
days/year) and holiday absences of the Resource with the Customer in advance of those absences. In
the case that a planned vacation occurs, Hyland will assign a primary contact for coverage or Customer
and Hyland may agree to not replace the Resource over a given absence. Hyland will notify the
Customer when a given Resource is unavailable due to an unplanned absence In the case of an
unplanned absence, Customer will identify a backup administrator at Customer location. That person
must be familiar with the solution implemented. The backup administrator will have the ability to call
technical support for any major issues that occur during the Resource’s absence.
COST
The pricing below for the Outsourced System Administration service represents a fixed price services engagement.
The initial term of the Staff Augmentation Agreement is one year. Thereafter, Customer has the option to extend the
term for up to two additional terms of one year each. The pricing below corresponds to the initial one year term and
each of the renewal terms, if elected by Customer.
Project Name Type Amount
Outsourced System Administration Fixed Price $100,000.00 USD
– Year 1
Outsourced System Administration Fixed Price $133,300.00 USD
– Year 2
Outsourced System Administration Fixed Price $166,600.00 USD
– Year 3
Total $399,900.00 USD
The fixed price was determined based on information provided to Hyland by Customer and assumptions developed
by the parties based upon that information. In the event that (a) any such information is inaccurate or necessary
information was not provided to Hyland, (b) Customer fails to fulfill its obligations during this engagement, or (c)
reasonably unforeseen technical or system limitations exist or arise, and any of such causes materially and adversely
affect the performance of the services, this fixed price shall be adjusted equitably to reflect the impacts of such
circumstances.
Payment for this engagement will be invoiced as follows:
a. Quarterly – Year 1:
i. $25,000.00 of the total fixed price will be invoiced by Hyland to Customer at least thirty (30)
days prior to the beginning of each quarter during the term of the Staff Augmentation
Agreement, such that payment of such invoice will be due on or before the beginning of such
quarter.
b. Quarterly – Year 2:
i. $33,325.00 of the total fixed price will be invoiced by Hyland to Customer at least thirty (30)
days prior to the beginning of each quarter during the term of the Staff Augmentation
Agreement, such that payment of such invoice will be due on or before the beginning of such
quarter.
c. Quarterly – Year 3:
i. $41,650.00 of the total fixed price will be invoiced by Hyland to Customer at least thirty (30)
days prior to the beginning of each quarter during the term of the Staff Augmentation
Agreement, such that payment of such invoice will be due on or before the beginning of such
quarter.

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Cost Assumptions
The cost estimates were created using the following assumptions:
a. Services will be performed onsite at Customer’s location in Phoenix, AZ, as well as remotely when
mutually agreed to;
b. Travel expenses are not included in the above cost. In the event a Resource replacement is required,
Hyland will identify a remote resource to provide continuity of the services until such time that a local
resource can be identified to fulfill this obligation without incurring travel expenses. Should onsite
delivery of services be required by Customer, travel expenses for the resource will be paid by the
Customer for the first thirty (30) days not to exceed $4,500 per the Customer travel and per diem
policy (Exhibit D) and based upon copies of receipts for actual expenses.

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EXHIBIT D
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): www.gsa.gov
2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) related to
services provided remotely shall not be reimbursed. They should be included in the contractor’s
hourly rate as an overhead charge. Such incidental expenses shall be reimbursed if incurred in
connection with on-site services.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1. Coach airfare will be reimbursed by the County. Business class airfare may be allowed only
when preapproved in writing by the County Contract Administrator as a result of the business
need of the County when there is no lower fare available.
3.2. The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the
time of contract signing) will be reimbursed. Under no circumstances will the County reimburse
for airfares related to transportation to or from an alternate site.
3.3. The County will not (under no circumstances) reimburse for Contractor guest commercial air
travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the
same travel period will not be permitted without prior written approval by the County Contract
Administrator.
4.1. Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The
County will not reimburse contractor if the contractor chooses to purchase these coverage.
4.2. Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is
necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-
approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3. County will reimburse for parking expenses if free, public parking is not available within a reasonable
distance of the place of County business. All opportunities must be exhausted prior to securing parking
that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can
transport the contractor to and from County buildings with minimal costs.
4.4. County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not
be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport.
4.5. The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other
any transportation costs.
5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-
approved by the County Contract Administrator. These costs include (but not limited to) the following:
in-room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a
hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club

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fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable. Travel and per diem expenses shall be as specified in individual contracts.

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HYLAND SOFTWARE, INC., 28500 CLEMENS RD., WESTLAKE, OH 44145
PRICING SHEET: NIGP CODE 92045
Vendor Number: 2011002656 0 VC0000003421
Certificates of Insurance Required
Contract Period: To cover the period ending July 31, 2015 2016 2017 2018.