FULLY EXECUTED Contract Number: 4400014093 Contract Effective Date: 01/06/2015 Valid From: 12/01/2014 To: 12/31/2099 Page 1 of 2 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Your SAP Vendor Number with us: 322205 Supplier Name/Address: LHS Productions Inc VideoBank 260 Union St Northvale NJ 07647-2208 US Supplier Phone Number: 2017672002 Supplier Fax Number: 201-767-8862 Contract Name: Software License Agreement-LHS-ITP Purchasing Agent Name: Hoke-Fitts Alison Phone: 717-214-7083 Fax: 717-214-3567 Please Deliver To: To be determined at the time of the Purchase Order unless specified below. Payment Terms NET 30 Solicitation No.: Supplier Bid or Proposal No. (if applicable): Issuance Date: Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Header Text Material/Service Desc Qty UOM Price Per Unit General Requirements for all Items: Software License Agreement between LHS Productions, Inc. and the Commonwealth of Pennsylvania Total This contract is a binding agreement between the Commonwealth and the Licensor to procure software; see the attached Software License Requirements Agreement. This contract shows a dollar figure of $10,000.01, but the dollar figure has no fiscal or legal significance and is utilized solely for the purpose of electronic contract administration. Purchase orders may not be created against this contract. The SRM Agreement Number for this License should be referenced in the reseller's quotations and resulting agency purchase orders issued off the statewide reseller contract. Vendor Contact: Bruce Nathan, BruceN@videobankdigital.com Agency Contact: Joe Millovich, jmillovich@pa.gov Information: Total Amount: 10,000.01 Currency: USD Supplier's Signature Title Printed Name Date Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.
FULLY EXECUTED Contract Number: 4400014093 Contract Effective Date: 01/06/2015 Valid From: 12/01/2014 To: 12/31/2099 Page 2 of 2 Supplier Name: LHS Productions Inc VideoBank No further information for this Contract Information: Total Amount: 10,000.01 Currency: USD Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.
EXHIBIT B Terms and Conditions 1. TERMS: PAYMENT (a) Terms of payment are net thirty (30) days from date of invoice on each item or Equipment unless otherwise stated herein. Agreement (b) Taxes applicable to sales pursuant to this agreement are subject to Section 13 of the Purchaser s Software License Requirements Agreement, to which this Agreement is attached to and made a part thereof as Exhibit B. 2. SHIPMENT AND DELIVERY TERMS (a) All item(s) shall be delivered F.O.B. Destination. VIDEOBANK agrees to bear the risk of loss, injury, or destruction of the item(s) ordered prior to receipt of the items by the Purchaser. Such loss, injury, or destruction shall not release VIDEOBANK from any contractual obligations. Except as otherwise provided in this Agreement, all item(s) must be delivered within the time period specified. Time is of the essence and, in addition to any other remedies, the Agreement is subject to termination for failure to deliver as specified. Unless otherwise stated in this Agreement, delivery must be made within thirty (30) days after the Effective Date. (b) (c) Intentionally omitted. (d) In the absence of specific instructions, VIDEOBANK will ship by what VIDEOBANK deems to be the most appropriate method. When special or export packaging is requested, or in the opinion of VIDEOBANK is required, the cost of packaging will be an additional charge. 3. SECURITY INTEREST GRANTED Intentionally omitted. 4. TRADE-INS All trade-in equipment must be delivered to VIDEOBANK in good working order and free of any liens or encumbrances of any kind within thirty (30) days of delivery to Purchaser of the System against the purchase of which the trade-in is being allowed. VIDEOBANK will credit Purchaser's account or issue payment for trade-in equipment within thirty (30) days of delivery to VIDEOBANK of such equipment as specified in the preceding sentence. In no event shall Purchaser delay or fail to make payment(s) for the System because a trade-in is being processed. 5. WARRANTY The Contractor warrants that all item(s) furnished and all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the Contract, all item(s) are warranted for a period of one year following delivery by the Contractor and acceptance by the Commonwealth. The Contractor shall repair, replace or otherwise correct any problem with the delivered item. When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the Commonwealth. 6. LIMITATION AND EXCLUSION OF DAMAGES IIN NO EVENT SHALL VIDEOBANK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, WHETHER IN CONTRACT OR IN TORT, IN ANY ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE SYSTEM OR SERVICES FURNISHED HEREUNDER. 7. FORCE MAJEURE Neither party will incur any liability to the other if its performance of any obligation under this Agreement is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party's control may include, but aren't limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe Page 1 of 3
Page 2 October 31, 2014 weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes. VIDEOBANK shall notify the Purchaser orally within five (5) days and in writing within ten (10) days of the date on which VIDEOBANK becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the Agreement is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. VIDEOBANK shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the Purchaser may reasonably request. After receipt of such notification, the Purchaser may elect to cancel the Agreement, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the VIDEOBANK's delay. In the event of a declared emergency by competent governmental authorities, the Purchaser by notice to VIDEOBANK and the Purchaser s reseller, may suspend all or a portion of the Agreement or Purchase Order. 8. TECHNICAL SERVICES AND TRAINING (a) Equipment not manufactured by VIDEOBANK, which is incorporated as a functional assembly or component of a system, shall be provided with copies of instructional manuals as supplies by the original manufacturer of the equipment. (b) VIDEOBANK shall perform installation and final testing of the System as required by VIDEOBANK's proposal and shall certify to Purchaser that the individual components of the System are properly installed and operating in accordance with the manufacturer's specifications and that the System is operating in conformity with the overall specifications as set forth in VIDEOBANK's proposal. (c) If requested by Purchaser, VIDEOBANK shall provide post-acceptance service and/or training. Unless otherwise provided herein, all such services will be provided at VIDEOBANK's then current rate and in accordance with this Agreement Except as provided herein, Purchaser shall have complete responsibility for service and operation of the System and any components thereof, and for obtaining any permits, licenses and/or certificates which may be required by any regulatory for the installation, use or operation of the System. Commonwealth Management Directive 230.10, Commonwealth Travel Policy, applies to meals, travel and lodging. 9. SOFTWARE If any computer program(s) are furnished by VIDEOBANK under this Agreement, Purchaser agrees to execute and comply with the suppliers then current Program License Agreement form which is attached to Purchaser s Software License Requirements Agreement as Exhibit A and made a part thereof.. 10. SYSTEM REFINEMENTS VIDEOBANK reserves the right to modify or change the System to include electrical or mechanical refinements it deems appropriate. In the event VIDEOBANK modifies the System, it is agreed that VIDEOBANK shall have no obligation to modify or change any other System previously delivered or to supply new System without such modifications. 11. GENERAL (a) This Agreement is not assignable by Purchaser without VIDEOBANK's prior written consent, which shall not be unreasonably withheld. Any attempt by Purchaser to assign any rights, duties or obligations hereunder without VIDEOBANK's written consent shall be void and of no effect. (b) The interpretation and performance of this Agreement are governed by the laws of the Purchaser of Pennsylvania. (c) It is agreed that sales are made on the terms and conditions herein and that these terms and conditions take precedence over any terms and conditions on Purchaser's or Purchaser s reseller s order form. No agreement altering, modifying or extending the terms and conditions of this Agreement shall be valid unless in writing and signed by the parties. (d) The failure or refusal by a party to either to insist upon the strict performances of any provision of this Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right or of any other right or provision, nor shall failure or refusal be deemed a custom or practice contrary to such provision or right. 12. IP CHANGE-TERMS AND CONDITIONS Unless otherwise stated, VideoBank will configure the IP addresses for the included solution hardware in a manner conducive to the configuration and management of the entire solution. VideoBank will not make changes to IP addresses once the system has been configured. If the client subsequently requires that IP address be altered and/or reconfigured, a separate Agreement accompanied by a detailed Statement of Work (SOW) would need to be executed. Therefore, VideoBank requires that client IP address requirements be specified prior to commencement of the Agreement to avoid delays and additional costs. In situations where it is not possible to provide IP addresses in advance due to security restrictions, VideoBank requires that the client inform VideoBank prior to the commencement of the Agreement of the requirement to make changes to IP addresses upon delivery of the system to the client s site. Page 2 of 3
Page 3 October 31, 2014 13. OPERATING SYSTEM-TERMS AND CONDITIONS Unless otherwise stated, VideoBank will supply all Operating System software for the contracted solution. VideoBank will install the Operating System software on all specified hardware devices and will deliver the specified hardware devices to the client already configured with both VideoBank software and Operating system software installed. If at any time, the customer requires that the Operating System software needs to be uninstalled, replaced or reconfigured a separate Agreement accompanied by a detailed Statement of Work (SOW) would need to be executed. Notwithstanding the foregoing, if VIDEOBANK determines that the software needs to be uninstalled, replaced or reconfigured as a result of an issue beyond the control of the Purchaser, including but not limited to an infringement action or warranty issue, such uninstall, replacement or reconfiguration will be done at VIDEOBANK S sole cost and expense. 14. INSURANCE (a). VIDEOBANK shall procure and maintain at its expense and require its subcontractors to procure and maintain, as appropriate, the following types of insurance, issued by companies acceptable to the Purchaser and authorized to conduct such business under the laws of the Commonwealth of Pennsylvania: (1) Worker s Compensation Insurance for all of VIDEOBANK s employees and those of any subcontractor engaged in performing Services in accordance with the Worker s Compensation Act (77 P.S. 101, et seq). (2) Public liability and property damage insurance to protect the Commonwealth, VIDEOBANK, and any and all Subcontractors from claims for damages for personal injury (including bodily injury), sickness or disease, accidental death, and damage to property, including loss of use resulting from any property damage which may arise from its operations under this Contract, whether such operation be by VIDEOBANK, by any Subcontractor, or by anyone directly or indirectly employed by either. The limits of such insurance shall be in an amount not less than $500,000 per person and $2,000,000 per occurrence, personal injury and property damage combined. Such policies shall be occurrence based rather than claims-made policies and shall name the Commonwealth of Pennsylvania as an additional insured, as its interests may appear. The insurance shall not contain any endorsements or any other form designed to limit and restrict any action by the Commonwealth as an additional insured against the insurance coverages in regard to the Services performed for the Commonwealth. (b) Prior to commencing Services under the Contract, VIDEOBANK shall provide the Purchaser with a copy of each current certificate of insurance. These certificates shall contain a provision that coverages afforded under the policies will not be canceled or changed in such a way to cause the coverage to fail to comply with the requirements of this Paragraph until at least thirty (30) days prior written notice has been given to the Purchaser. (c) VIDEOBANK agrees to maintain such insurance for the life of theapplicable purchase order issued under this Agreement. (d) Upon request to and approval by the Commonwealth, VIDEOBANK s self-insurance of the types and amounts of insurance set for above shall satisfy the requirements of this Section, provided the Purchaser may request of VIDEOBANK evidence each year,during the term of the purchase order issued under this Agreement, that VIDEOBANK has sufficient assets to cover such losses. Page 3 of 3