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Stellent™ SOFTWARE LICENSE AGREEMENT___________________________

This Stellent™ SOFTWARE LICENSE AGREEMENT (this "Agreement") is made and entered into this ___ day of __________, 2002 (the “Effective Date”) between Stellent, Inc. ("Stellent"), a Minnesota corporation with principal offices at 7777 Golden Triangle Drive, Eden Prairie, MN 55344 and The City of Phoenix (“the City”) a municipal corporation with principal offices at 251 West Washington St., Phoenix, Arizona 85003 .

This Agreement supercedes any "shrink-wrap" or other form of license agreement which may be packaged with the Software or incorporated into the media on which the Software is shipped.THE STELLENT SOFTWARE (the “Software”) IS COPYRIGHTED AND LICENSED (NOT SOLD). STELLENT DOES NOT SELL OR TRANSFER TITLE TO THE SOFTWARE TO the City.

1. Definitions. As used in this Agreement:

1.1. “Contributor” means an individual who is the City’s employee or contractor and who has access to the Software, authority to submit and edit managed content, and authority to perform standard end-user functions, including, but not limited to, searching, viewing and printing managed content.

1.2. "User" means any individual who has authority to perform standard end-user functions, including, but not limited to, searching, viewing and printing managed content, but is not authorized to submit or edit managed content.

1.3. “Software” means the object code version of the Software along with the specific modules and functionality listed in Attachment A, together with any fixes, updates, modifications, enhancements, and new versions (if any) as may, from time to time, be provided to the City as part of Stellent’s support service(s). The term “Software” also includes the documentation and other written materials packaged with this Agreement, together with such additional documentation and materials as may, from time to time, be provided by Stellent to the City for use in connection with the Software (collectively, the “Documentation”).

2. Grant of License. In consideration of the City’s payment of the applicable fee, Stellent grants the City a perpetual, nonexclusive, nontransferable license to use one (1) copy of the Software on a single server at a single location (except as otherwise expressly stated in Attachment A) on the terms and conditions set forth in this Agreement. The City may use the Software only for the internal benefit of the City’s business and only to manage documents on internal and external Web sites in accordance with the Documentation. The City may also make one (1) copy of the Software for archival purposes. The number of Contributors and Users who may access the managed content via the Software is specified in Attachment A. The City may transfer any copy of the Software to another server as dictated by the City’s legitimate business needs, so long as the number of copies concurrently in use does not exceed the number of copies licensed to you.

document.doc of 18 Revised 8-28-01

3. Ownership. This Agreement does not grant the City any right to use the Software except as expressly set forth herein, nor does it grant the City any ownership right, title or interest in or to the Software. All right, title and interest in and to the copyrights, trademarks, patents, trade secrets and other intellectual property rights in the Software are and shall remain with Stellent and/or Stellent’s suppliers.

4. Protection of Intellectual Property. The City acknowledges that the Software contains confidential and proprietary information and substantial and valuable trade secrets of Stellent and its third party suppliers. The City agrees to use the same care to protect the Software against any use, copying, disclosure or dissemination not expressly authorized by this Agreement that it uses to protect the City’s own most valuable proprietary information and materials, but in no event less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, the City may not give any third party access to the Software (other than as Users), except third-party contractors who need access to the Software to perform services for the City and who have signed a non-disclosure agreement agreeing to protect the confidentiality of the Software.

5. Restrictions. The City may not, nor may the City authorize or permit third parties to (a) use, copy, modify, or prepare derivative works of the Software or any part thereof, except as expressly authorized in this Agreement; (b) distribute, lease, sublicense, lend, give, transfer, assign or otherwise make all or any portion of the Software available to any third party; (c) reverse engineer, decompile or disassemble the Software or cause or allow discovery of the source code of the Software or attempt to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law; (d) use the Software to manage or process documents or data on behalf of any third party without Stellent’s prior written consent; (e) use the Software for any multiple-user or time-sharing arrangement, or for any dial-up, remote access, interactive or other on-line service (for example, an ASP service), or for any other type of commercial venture that generates revenue as a direct result of the Software (for example, a service bureau or a subscription service) without Stellent’s prior written consent.

6. Price and Payment. In consideration for the license granted in this Agreement, the City agrees to pay the fees as stated in Attachment A. The City also agrees to pay directly or to reimburse Stellent for all sales, use or other taxes resulting from the transaction covered by this Agreement, except taxes based on Stellent’s net income. Payment is due as set forth in Attachment A.

7. Term and Termination. The City’s rights under this Agreement will commence upon the Effective Date. The City’s rights under this Agreement will terminate 30 days after the City’s receipt of written notice without further action required of Stellent upon the City’s material breach of this Agreement unless the material breach is cured within the notice period. Upon the termination of this Agreement, the City must (a) cease all use of the Software, (b) destroy or return to Stellent all copies of the Software in the City’s possession or under the City’s control, and (c) upon request, deliver to Stellent a certificate signed by an officer of the City’s company verifying compliance with subsection (b) of this Paragraph 7.


8. Warranties. Stellent warrants, for the City’s benefit alone (a) that it has the right to grant the license granted in this Agreement; and (b) that for a period of ninety (90) days after the Effective Date, the Software, when operated with the equipment configuration and in the operating environment specified in the Documentation, will perform substantially in accordance with the technical specifications included or referred to in the Documentation and will perform the functional requirements listed in Attachment C. ALL THIRD PARTY SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND AND THE CITY IS RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO ITS QUALITY AND PERFORMANCE.

9. Remedies. As the City’s sole and exclusive remedy for any defect or error covered by the warranty set forth in Paragraph 8(b) above, and as Stellent’s entire liability in contract, tort, or otherwise, Stellent shall use commercially reasonable efforts to correct or cure such defect or error by issuing corrected instructions, a fix or a bypass. If Stellent has not corrected such defect or error after it has had a reasonable opportunity to do so, the City shall have the right to terminate this license with respect to the defective or nonconforming module(s) of the Software, provided however that if the Software is significantly impaired, the City may terminate the entire Agreement. In such event, Stellent shall refund the amount paid by the City as the Net License Fee and the Net First Year Maintenance and Support Fee for the defective or nonconforming module(s) of the Software, or in the event the entire Agreement is terminated, Stellent shall refund all monies paid under the Agreement. These remedies are provided on the condition that (a) the City reports the defect or error within the warranty period and provide Stellent with information sufficient to allow Stellent to reproduce the defect or error; and (b) the City has not modified, misused or damaged the Software. Ongoing Software support and maintenance is available from Stellent at additional cost.

10. DISCLAIMER OF WARRANTIES. THE WARRANTIES SET FORTH IN PARARGRAPH 8 ARE IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES ON THE PART OF STELLENT AND ITS SUPPLIERS WITH RESPECT TO THE SOFTWARE. EXCEPT AS EXPRESSLY STATED IN PARAGRAPH 8, STELLENT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, STELLENT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CITY’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. ALL THIRD PARTY SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, AND THE CITY IS RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO ITS QUALITY AND PERFORMANCE.

11. Limitation of Liability. In no event shall Stellent or its suppliers be liable for any indirect, special, incidental, consequential, or exemplary damages, including without limitation, damages for lost profits or revenues, loss of use of any software or hardware, loss of data, or interruption of business, whether claimed in contract, tort, or otherwise, even if Stellent is informed of the possibility of such loss or damage. The provisions of this paragraph shall not apply to Stellent’s liability arising or resulting from damage or injury (including death) to the property or person of anyone or to Stellent’s liability for infringement of intellectual property rights pursuant to Paragraph 12.


12. Intellectual Property Indemnification. Stellent agrees to defend, at its own expense, and to indemnify and hold harmless City and its officers, agents, and employees from and against all judgments, claims, damages, suits, liabilities, settlements, costs, and demands, including reasonable attorneys' fees, suffered or incurred by City as a result of any claim that the Software provided within the scope of this Agreement infringes any copyrights, patents, trademarks, trade secrets or other intellectual property rights of third parties, provided that Stellent is notified promptly in writing of such claim. Stellent shall have the sole right to control the defense of all such claims, lawsuits, and other proceedings including the right to settle the same. In no event shall City settle any such claim, lawsuit or proceeding without Stellent's prior express written approval. City shall cooperate with Stellent in a reasonable way to facilitate the settlement or defense of such claim. If as a result of any claim of infringement, Stellent or City is enjoined from using the Work Product provided under this Agreement, or if Stellent reasonably believes that the Work Product is likely to become the subject of a claim of infringement, Stellent may, at Stellent's option and expense, (1) procure the right for City to continue to use the Work Product, or (2) replace or modify the Work Product so as to make it non-infringing and capable of serving the purpose for which the Work Product was provided.

The foregoing provisions of this Section will not apply to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (1) the City’s modification of the Software; (2) the failure of the City to use any corrections or modifications made available to City by Stellent; (3) information, materials, instructions or specifications provided by the City; or (4) the use of the Software in combination with any product not provided by Stellent, unless Stellent’s Work Product infringes the third party’s rights in the absence of such combination. This Section 12 states the entire liability of Stellent with respect to infringement of any intellectual property rights by the Software or any parts thereof.

13. Copyright Infringement of Third Party Content. THE CITY’S USE OF ANY MATERIALS OBTAINED BY USE OF THE SOFTWARE IS SUBJECT TO APPLICABLE COPYRIGHT LAWS AND NEITHER STELLENT NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INFRINGEMENT FOR WHICH THE CITY IS RESPONSIBLE. The City agrees to defend Stellent and its third-party suppliers at the City’s expense and pay all damages that a court finally awards against Stellent and/or its suppliers arising out of the infringement of any third-party content the City accesses using the Software.

14. Injunctive Relief. The City acknowledges that the use, copying, disclosure or dissemination of the Software, or the trade secrets embodied therein, in a manner not authorized by this Agreement may cause irreparable harm to Stellent that could not be fully remedied by monetary damages. The City therefore agrees that Stellent shall be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized use or disclosure without the necessity of proving actual or irreparable damage by reason of any such unauthorized use, disclosure, dissemination or copying.

15. Governing Law. This Agreement shall be governed by the laws of the State of Arizona and the parties consent to personal jurisdiction and venue in Arizona. The United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement. The City will comply with all foreign and domestic laws and will not export or re-export the Software without Stellent’s prior written authorization and without appropriate United States or foreign government licenses and approvals.


16. Assignment. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party , and any transfer or assignment without such prior consent is void. The provisions of this Section 16 shall not apply in the case of an acquisition of all or substantially all of the business of the assigned party.

17. Notice. All notices, demands and requests required or permitted to be given under this Agreement shall be in writing and delivered (a) personally or by local courier, (b) by a nationally recognized overnight courier or (c) sent by United States certified mail, return receipt requested, postage prepaid and addressed to the parties at their respective addresses set forth above. Notices shall be effective upon receipt if delivered personally, by local courier or by certified mail and on the next business day if sent by overnight courier.

18. Source Code Escrow. Stellent has contracted with Ft. Knox Escrow Services, Inc. (now D.S.I.) to maintain a deposit of the Stellent software source code (the “Escrow Agreement”). Stellent agrees to cause you to be listed as a “Licensee” entitled to release of the deposited materials under the terms and conditions of the escrow agreement which provides for release of the source code to a Licensee in the event Stellent (the “Producer”) “…fail(s) in a material respect to support the applicable Systems as required by a license agreement … between Licensee and Producer or that Producer has otherwise defaulted in a material respect under the License Agreement ("Producer Default")…”

19. Miscellaneous.

19.1. Amendments. No amendment to this Agreement shall be binding unless made in writing and signed by a duly authorized representative of the party against whom enforcement is sought.

19.2. Consents. Whenever the consent of a party is required, such consent may be withheld in that party’s sole and absolute discretion.

19.3. Non Waiver. The failure of either party at any time to require performance of any provision of this Agreement or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by either party of any breach of any provision of this Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

19.4. Remedies are cumulative. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

19.5. Entire Agreement. This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all previous communications, negotiations and agreements, whether oral or written, between the parties with respect to such subject matter.

19.6. Survival. Any obligations that by their nature should continue after the expiration of this Agreement shall remain binding upon the parties.


19.7. Force Majeure. Neither party shall be responsible for delay or failure of performance due to extraordinary causes (Force Majeure) that are reasonably beyond the control and without the fault or negligence of such party, which could not, in the exercise of commercially prudent business practices, have been anticipated and the consequences managed by the affected party.

19.8. Cancellation. All parties hereto acknowledge that this Agreement is subject to cancellation by the City pursuant to the provisions of Section 38-511, Arizona Revised Statutes.

19.9. Nondiscrimination. Stellent, in performing under this Agreement shall not discriminate against any worker, employee, or applicant, or any member of the public, because of race, color, religion, gender, national origin, age, or disability nor otherwise commit an unfair employment practice. Stellent will take affirmative action to ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, gender, or national origin, age, or disability. Such action shall include but not be limited to the following: Employment, promotion, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. Stellent further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Agreement.

Contractor further agrees that this clause will be incorporated in all subcontracts, job-consultant agreements or subleases of this agreement entered into by Contractor.

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

The parties agree that neither Stellent nor any person provided by Stellent in the performance of Stellent’s obligations under this Agreement are City employees and that no rights of City civil service, retirement, or personnel rules accrue to such persons. Stellent shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers compensation, other benefits, and all taxes and premiums appurtenant thereto concerning such persons used by it in the performance of this Agreement; and Stellent shall indemnify and hold the City harmless with respect thereto.

19.11. Compliance with Immigration Reform and Control Act. Stellent understands and acknowledges the applicability of the Immigration and Reform and Control Act of 1986 (IRCA) to it. Stellent agrees to comply with IRCA in performing under this Contract and to permit City to verify such compliance.


19.12. Budget Approval Into Next Fiscal Year. This Agreement shall commence on the date first written above and continue in full force and effect until termination in accordance with the provisions as set forth herein. The parties herein recognize that the continuation of this contract after the close of City's fiscal year, which ends on June 30 of each year, shall be subject to the approval of the budget of the City of Phoenix providing an appropriation covering this item as an expenditure therein. City does not represent that said budget item will be actually adopted, said determination being that of the City Council at the time of the adoption of the budget.

Accepted:

Stellent, Inc. The City of Phoenix, a municipalcorporation

By: By: _________________________________

Name: ______________________________ Name: Frank A. Fairbanks

Title: ________________________________ Title: City Manager

Date: _______________________________ Date: _______________________________

And: By: _________________________________

Name: Danny W. Murphy

Title: Chief Information Officer

Date: _______________________________

Attest:____________________________________

City Clerk

Approved as to Form:

____________________________________

Acting City Attorney


Attachment AConfiguration and Pricing Table

Product Qty.

List Price Extended Price

Software License Fees:CS150-V-P Stellent Content Server 150 Contributors Production

1 $175,000.00 $175,000.00

Includes:

Archiver/Replicator 1

Stellent Developers Kit 1

CS150-V-D Stellent Content Server 150 Contributors Developer

1 $35,000.00 $35,000.00

Includes:



CS15-V-P Stellent Content Server 15 Contributors Production

1 $50,000.00 $0

Includes:



CP-P Stellent Content Publisher Production 1 $30,000.00 $30,000.00

Includes:

Stellent Site Builder 3

CP-D Stellent Content Publisher Development 1 $6,000.00 $6,000.00

Includes:

Stellent Site Builder 3

WBT150 Stellent Web Based Training 1 $5,000.00 $5,000.00

CT-P Stellent Content Tracker Development 1 $25,0000 $25,0000

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


First Year Maintenance and Support FeesCS150P-M Stellent Content Server Maintenance P 1 $35,000 $35,000

CS150D-M Stellent Content Server Maintenance D 1 $ 7,000 $ 7,000

CS15P-M Stellent Content Server Maintenance P 1 $10,000 $10,000

CP-P-M Stellent Content Publisher Maintenance 1 $ 6,000 $ 6,000

CP-P-M Stellent Content Publisher Maintenance 1 $ 1,200 $ 1,200

WBT150-M Stellent Web Based Training Maintenance 1 $ 1,000 $ 1,000

CT-P-M Stellent Content Tracker Maintenance 1 $5,000 $5,000

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

Training COR-TRN-OS Stellent onsite training 8

days$20,000 $20,000

COR-TRN-PC Portable classroom with transport 8 days

$9,000 $9,000

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

1. Limitation on Increases. Stellent agrees that it will not increase the Annual Maintenance and Support Fees by more than 5% over the prior year’s Net Annual Maintenance and Support Fee.

2. Third Party Software. The above configuration contains no “Third Party Software” as that term is used in Paragraph 8 of the Agreement.

3. Payment Terms. The City shall pay to Stellent the “Net Software License Fees” and the “Net First Year Maintenance and Support Fees” within 30 days of delivery of the Software.


ATTACHMENT BMAINTENANCE AND SUPPORT PROGRAM

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

1. Stellent will maintain the Software to conform in all material respects to its documentation and will make available to the City all generally incorporated improvements and enhancements prepared by Stellent, and otherwise maintain the Software in accordance with Stellent’s standard maintenance procedures. Stellent will make available to the City, all generally incorporated improvements and enhancements prepared and released by Stellent at no additional cost so long as an active Maintenance and Support Program is in place.

2. The Maintenance and Support Program shall commence after expiration of the 90 warranty as defined in the Software License Agreement and payment of the annual Maintenance Fee and shall continue in effect for a period of one (1) year (“the Initial Term”). The Maintenance and Support Program may be continued for successive one (1) year periods (each of which shall be a “Renewal Term”) as provided below.

3. The annual Maintenance Fee for the Initial Term shall be as stated in Attachment A. The annual Maintenance Fee shall be payable by the City in full, in advance of the Initial Term and any Renewal Term. The annual Maintenance Fee may be adjusted by Stellent prior to any renewal term. Any such increase shall be imposed generally upon Stellent’s customers. Stellent agrees that it will not increase the Annual Maintenance and Support Fees by more than 5% over the prior year’s Net Annual Maintenance and Support Fee.

4. The annual Maintenance Fee shall cover 1) routine “bug fixes”, 2) troubleshooting, advice and assistance in the form of telephone or e-mail support; and 3) modifications, enhancements, and updates of the Software; as Stellent, at its option, may elect to offer its licensees. The Annual Maintenance Fee shall not entitle the City to receive any modifications or updates of the Software, that are requested by the City to further enhance the Software or other customization that may be provided for under separate agreement by Stellent.

5. Escalation Response Procedures. The following escalation response procedures, assume the City will provide secure remote access in accordance with the City’s security standards as provided in Attachment C. Stellent, when given such access will act in accordance with the City’s security standards and will only use such access for the purposes of fulfilling the requirements of this Agreement.

5.1. Stellent customers may request escalation to support management at any time by requesting to speak with a support manager when engaged with Stellent support personnel

5.2. Stellent product support staff will work jointly with the City to assign the appropriate call situation severity level. The assigned severity level defines which escalation timeline is used.

5.3. The City must provide Stellent with the following information:


5.3.1. The nature and severity of the problem (e.g. system is down, returning incorrect data, minor product bug, etc.)

5.3.1.1. Critical: the Software is inoperable with no immediate work around or resolution available. Remote access may, at the discretion of Stellent, be necessary for problem resolution.

5.3.1.2. Severe: The City is experiencing intermittent failure or performance degradation of the software. However, essential parts of the Software are functional. Remote access may be necessary for problem resolution.

5.3.1.3. Medium: Conditions are defined as minor problems that can be worked around with little or no impact to the City.

5.3.1.4. Low: General questions that do not affect normal operations.

5.3.2. Name and telephone number Stellent should contact to provide action plan or, for further discussions as required.

5.3.3. Stellent product and version level

5.3.4. Operating system and version level

5.3.5. Data base type and version level

5.3.6. Web server type and version level

6. Stellent will provide a telephone number and e-mail address through which Stellent will provide support as needed to evaluate and assist in the resolution of problems related to the City’s use of the Software. Support personnel shall be available between the hours of 7 A.M. and 7 P.M. Central Time. During business hours, Stellent will endeavor to respond in not more than two (2) hours from the time of the initial call to the help desk or receipt of an e-mail request for assistance. If there is a critical need after hours, Stellent will provide support at the rate of $250 per hour with a $500 minimum per event.

7. Sixty (60) days prior to the end of each term, Stellent will send the City an invoice for the next Renewal Term’s Maintenance Fee. Upon receipt of such invoice, the City shall have a period of thirty (30) days in which to advise Stellent in writing that the City wishes to terminate the Maintenance and Support Program. If no such notice is received by Stellent within the thirty (30) day period, then the Maintenance and Support Program shall automatically renew for an additional one (1) year term. Stellent may terminate the Maintenance and Support Program by providing written notice to the City at least six (6) months in advance of the end of any term. In such event, termination shall be effective at the end of the then current term or six (6) months after the effective date of the notice, whichever is later. Upon expiration or termination of the Maintenance and Support Program, Stellent shall have no further obligation to provide further maintenance and/or support to you. Other than for material breach of the Agreement, neither party may terminate the Maintenance and Support Program except at the end of a term.

8. Stellent agrees that it will continue to offer Maintenance and Support services for no less than three (3) years from the Effective Date.

9. If terminated, reactivation of the Maintenance and Support Program shall be at Stellent’s sole discretion, and subject to a reactivation fee.


10. Special training, software customization, and other services are not covered under the Maintenance and Support Program. Stellent may publish from time to time its regular charges for such services which are provided on an hourly basis plus expenses.


ATTACHMENT C

FUNCTIONAL REQUIREMENTS


1. Compatibility and ability to integrate with the City's existing web infrastructure products, which includes: Solaris, iPlanet, Oracle, Notes/Domino, Microsoft Windows NT or 2000, Microsoft IIS, and Microsoft SQL.

2. Compatibility and ability to integrate with as many Web Application Server environments as possible, including Haht, and Cold Fusion, which are already in use in the existing environment.

3. Supports the following file systems and protocols: HTTP and FTP.

4. Supports the following types of content: HTML, XML, SMTP, Excel Spreadsheets, Active X Controls, JavaScript, DHTML, CGI, Cascading Style Sheets, Word Documents, ASP, JSP, Java Applets (.class), Graphics (.jpg, .gif, .tif, .png), Audio/Movie (.wav, .mvr), Text (.txt), Icons (.ico), Photoshop data file (.psd), PowerPoint (.ppt), Perl and HAHT applications.

5. Supports the following programming languages: Java, Perl, Visual Basic and ASP.

6. Provides a browser based interface for content providers.

7. Provides a browser based interface for system administration.

8. System administration interface is compatible with Microsoft Windows 2000.

9. Supports web page layout tools such as Dreamweaver and Frontpage and/or provides an integrated page layout tool.

10. Supports Integrated Development Environments(IDE) such as HAHT site and Cold Fusion and/or provides an internal IDE.

11. Supports common browser types and versions (e.g. Internet Explorer 4 and up, Netscape 4 and up)

12. System is easy to install.

13. System is easy to configure and maintain.

14. System is built with an open architecture and supports industry standards.

15. Provides the ability to have alternative display formats for pages, to support access from PDA's and WAP-enabled cell phones.

16. Supports load balancing and dynamic fail-over among web server farms.

17. Provide for site export (static portable image)

18. Provide ability to restore individual pages/components from backup or versions.

19. Ability to integrate with E-Commerce, ListServer, and other interactive Web applications.


20. Provides templates that can be customized with JavaScript. (Supports JavaScript features like anti-framing and the automatic display of creation date.)

21. Allows for multiple levels of administrative access and use, based on authorization levels or roles assigned and controlled by system administrator.

22. Ability to integrate with Solaris/iPlanet security for user authentication and system controls.

23. Ability to integrate with Microsoft Windows 2000/IIS security for user authentication and system controls.

24. Supports 128-bit encryption or higher.

25. Provides support for LDAP authentication, for both internal and external users.

26. Provides for group/user security control with user self registering for access to specified content or services or site "views".

27. Provides a way to link content provider to specific pages or applications (personalized menu).

28. Ability to identify the original content author and department as well as log and track content changes and content approvals.

29. Provides an automated method for routing content for approval, allowing for multiple levels of approval before content is promoted to production.

30. Supports automatic notifications of approvals/rejections to contributors and moderators (e.g. via Email).

31. Provides ability to automatically push approved and scheduled changes to the production environment dynamically (as soon as they are approved), as well as roll-back changes to a given version or point in time.

32. Is able to support the promotion of content to multiple load-balanced production servers (farms), in an automated manner.

33. Provides for assigned ownership or shared ownership of individual pages or groups of pages.

34. Provides flexible updates to the Internet once required approvals are complete. (e.g. daily, hourly, instant, scheduled, requested)

35. System allows content to be published when a single member of a group approves it and no one in that group disapproves of it.

36. System helps enforce policy and maintain standards by constraining content providers to allowed behavior. (e.g. Constrains the use of HTML functions such as "mailto:" and forms.)

37. Provides easy to use client interfaces for content providers, template developers, approvers and administrators to manage the content creation and approval process.

38. Requires minimal training for web management staff to be able to implement and maintain.


39. Requires minimal training for content provider to be able to implement and maintain.

40. Provides systematic support for templating to allow for the creation of re-usable components and pages, and to assist contributors in submitting and formatting content.

41. Provides a set of sample templates, or sites, to assist in conversion and development.

42. Allows for content and component inventory and re-use, where an item is changed only once, and those changes are propagated throughout the site.

43. Provides the ability for a site user to customize or personalize the way a page looks to suit their unique information needs.

44. Supports secure and segregated development, testing, staging and production web environments, and provides a mechanism, or framework, for moving updated content through each environment.

45. Provides a method for developers, reviewers and approvers to test, verify and preview changes in a real-time fashion, in an isolated environment, incorporating those components needed from the production environment to get a complete view of the impact of their changes.

46. Provides a facility to allow for concurrent development of content or functions (e.g. locking, check-in/checkout and version control).

47. Provides the ability to require expiration/review dates for published content, notify the content owner of expiring data, and provide automated cleanup.

48. Provides ability to merge page changes, in situations where multiple authors are submitting changes to a common page.

49. Provides a tool that highlights differences in source or HTML/XML

50. Provides a tool that automates or simplifies the creation and maintenance of Metatags and Metadata.

51. Allows for full content searching of all managed components, including data bases or provides integration with a 3rd party product that provides this ability.

52. Provides for automated link verification within the site.

53. Provides ability to auto-generate "Tables of Contents" or "Site Maps"

54. Provides ability to auto-generate navigational structures for the site

55. Provides facilities and methodologies that allow for a conversion from the existing site structure, to the new product set.

56. Allows contributors to create content by submitting Microsoft Office sources for conversion or posting (e.g. Word, Excel, PowerPoint).

57. Provides drag and drop content submission capabilities (e.g. Office documents)


58. Allows for the archiving of an entire site, and provide facility to restore the archived site from a specific version

59. Provides ability to easily generate "printer friendly" versions of content pages.

60. Provides interfaces for streaming media (e.g. Flash)

61. Allows parameters to be passed from an HTML page to a web application.

62. Supports download capability.

63. Supports upload capability.

64. Supports and/or facilitates Multiple Languages.

65. Supports connectivity with existing legacy data sources.

66. Allows content to be shown in a specific sort order. (I.e. reverse chronological by input date until expiration date.)

67. Accessibility - supports screen reader technologies.

68. Provides support for remote content providers.

69. System offers customizable online help as well as access to policy information.

70. System allows dynamic changes to the structure of information on the site. (architecture)

71. System allows re-categorization of existing data.

72. System allows application-like collections of related information to be developed within the system. (e.g. FAQ's)

73. System allows users to bookmark a specific URL in order to return to specific information on the site.

74. System supports automatic URL Redirection of alternate domain names to a specific location within the site.

75. System provides automated HTML cleanup

76. System allows the parallel use of managed and non-managed content (e.g. static web pages housed in directories outside of the CMS)

77. System can import HTML content developed from HTML tools like Dreamweaver into the Content Management System with the approval of an administrator.

78. Supports multiple site "views" reusing same information with emphasis varying based upon role of the site visitor

79. System provides the ability to require a disclaimer for external links.

80. System Administrator(s) can update content independently from the content provider, author or owner.

81. Provides a viewable library of available resources such as graphics and icons that are labeled with a description, file format, file size and standard clauses such as "Requires Adobe Reader."


82. Provides click stream analysis and reporting.

83. Provides an ad-hoc report that identifies links referring to a specified page or content block(area).

84. Shows and/or disallows orphans and broken links.

85. System provides verification of external links and notification when they are not working.

86. System provides scheduled re-verification of links.

87. Provide a report of newly added external links on a regular basis.

88. System provides ad-hoc approval status reports.

89. System produces usage logs formatted for standard web reporting or provides "Web Trends" style reporting on a scheduled and/or ad-hoc basis. If this capability is not available from within the solution, the vendor must recommend a third party that can provide this capability. The software and setup cost to implement the third party provider's solution must be included in the proposal.

90. System is able to scale easily and manage anywhere from 10,000 to 1 million individual items

91. Provides a graphical user interface for workflow design.
