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HomeMy WebLinkAbout2005-304 Agrmt - VP Consulting Bill To: City of Ashland, City Hall 20 East Main Street Ashland, OR 97520 Invoice #: 00006696 Ship To: City of Ashland, City Hall 20 East Main Street Ashland, OR 97520 Purchased By: P.O. # SHIP VIA SHIP DATE TERMS DATE Page Upon Receipt 12/7/2004 1 QTY. DESCRIPTION PRICE TOTAL 1 LaserFiche Integrator's Toolkit $2,500.00 $2,500.00 1 LaserFiche Integrator's Toolkit Annual Software Maintenance, $750.00 $750.00 includes free software upgrades during the year, does not include software installation. Note* Budget item to be renewed each year on anniversary date of purchase. , SALE $3,250.00 TOTAL $3,250.00 PAID TODAY $0.00 BALANCE $3,250.00 INTEGRATOR'S TOOLKIT CONFIDENTIALITY AND SOFIW ARE LICENSE AGREEMENT This Integrator's Toolkit Confidentiality and Software License Agreement ("License Agreement") is made between Laserfiche, a California corporation whose principal place of business is in Long Beach, California ("Laserfiche") and the party (referred to as the "Licensee") who has lawfully acquired the Integrator's Toolkit. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFIW ARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE THE SOFIW ARE OR THE DOCUMENTATION AND, IF APPLICABLE, RETURN IT TO YOUR SUPPLIER FOR A FULL REFUND. . RECITALS A. Laserfiche has developed certain document imaging and management software programs which it markets under the trademark Laserfiche@ ("Laserfiche Softwarl~"). Recognizing the desires of some Laserfiche users to interface the Laserfiche Software with other third party applications or databases, or to add selected external enhancements, Laserfiche has developed Application Programming Interface ("API") software to assist programmers to interface Laserfiche Software with other applications and databases, and to develop add-on modules to work with the Laserfiche Software (collectively "add-on products"). The API software is used to create programs that send commands to and receive data from the Laserfiche Software. The term "Integrator's Toolkit" therefore includes the API software and all documentation, including help files, manuals, instructions, posters and other schematics, which accompany the Integrator's Toolkit, as well as all updates, upgrades,. advisories, and other information, whether in electronic or documentary format, related to the Integrator's Toolkit in any way. B. The Integrator's Toolkit discloses very valuable trade secrets and confidential information about the Laserfiche Software to Licensee. The Laserfiche Software and the Integrator's Toolkit constitute valuable proprietary products and trade secrets of Laserfiche embodying substantial creative efforts and confidential information, ideas, and eXlPressions. Laserfiche has invested large amounts of capital and time to develop and promote the Laserfiche Software. Laserfiche claims copyrights and proprietary trade secrets in the Laserfiche Software. Consequently, the Integrator's Toolkit is only licensed selecltively to Licensees whose proposed add-on products or integration projects and intended U8es have been approved by Laserfiche's management. Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 1 Initials: A2;J~ _ P-cJ tt:?~8 ~~ {/ ~ edl-A-;$.4J ~ ~ ~d /' 2CL~ ~d~itY C. Laserfiche@ is a registered trademark owned by Laserfiche. D. Licensee understands that the Integrator's Toolkit and the Laserfiche Software are compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Laserfiche Software and Integrator's Toolkit. II THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. The Laserfiche Integrator's Toolkit contains API software and Documentation which provide programmatic access to the Laserfiche: Server and Laserfiche Client. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Integrator's Toolkit as follows: Laserfiche grants to Licensee, subject to the following terms and conditions, a non-exclusive, non-transferable right to use the Integrator's Toolkit on a single computer, together with other computers directly connected to and dependent upon the file se:rver, and the right to use the accompanying written materials, or any written materials that may be furnished to Licensee after this date (collectively referred to as the "Documentation") for the limited purpose of producing an integration or add-on product or products for use with a specific version of the Laserfiche Software. The particular integration or add-on product(s) and the version of the Laserfiche Software must have received prior specific writt(m authorization from Laserfiche management. No other add-on product or any other product is included in this license. Licensee may use the Integrator's Toolkit and Laserfiche Software which accompanies it for the. purposes approved by Laserfiche management on properly- licensed successive versions of the approved Laserfiche Software products. All other uses are prohibited unless and until they are specifically approved by Laserfiche in writing. Laserfiche reserves all rights not expressly granted to Licensee. This license does not include the Laserfiche Software other than the particular software which accompanies this Integrator's Toolkit. The License is subject to the following additional restrictions and limitations: * The Integrator's Toolkit contains two separate installations: (1) a standard installation designed for Licensee, which installs on Licensee's hardware the API software, together with the Documentation ("the Licensee installation"); and (2) a separate run-time installation, which installs only the API software but not the Documentation ("the Run-time installation"). Licensee may redistribute the Run-time installation with Licensee's approved external integration or add-on product(s). However, Licensee may only install the Licensee installation on Licensee's own Integrator's Toolkit Agreement Commercial Rev. /0.07.05 Page 2 Initials: $:- _ hardware and utilize the API software and Documentation for Licensee's approved integration or add-on product(s) on Licensee's own hardware; and Licensee shall not install the Licensee installation on other computers or anywhere else or for any other purpose. * "Multiplexing" refers to hardware or software that reduces the number of computers directly accessing or using a server. The API software may not be used to create programs that multiplex connections to a Laserfiche Server or any other Laserfiche Software. * Licensee may not disclose the results of any benchmark test using the Integrator's Toolkit to any third party without Laserfiche's prior written approval. 2. Ownershio of Laserfiche Software and Integrator's Toolkit. Laserfiche shall retain ownership of, and title to, the Laserfiche Software, Integrator's Toolkit and Documentation (including all adaptations or copies). Copies of the Integrator's Toolkit and Documentation are provided to' Licensee only to allow Licensee to exercise its rights under the License Agreement. Licensee is acquiring the license under the terms described in this License Agreement, and the Licensee acquires no other rights. 3. Cooies and Adaotations. Except as otherwise provided in this License Agreement, Licensee may not make or authorize the making of copies or adaptations of the Integrator's Toolkit except as an essential step in the utilization of the Integrator's Toolkit, or for archival purposes only to back-up use of the Integrator's Toolkit. All proprietary rights and notices must be faithfully reproduced and included on all copies and adaptations. Licensee shall not copy the Documentation. 4. Protection of Software. During the continuance of this License Agreement, and for a minimum period of five years after the termination of this License Agreement, Licensee shall keep in confidence and shall not disclose to any other person confidential information and trade secrets of Laserfiche documented in the Integnlltor's Toolkit. This obligation of confidentiality shall extend beyond five years for such additional period of time as the confidential information and trade secrets remain proprietary to 'Laserfiche. Licensee shall inform its employees and contractors of this obligation of confidentiality, which shall apply to all employees and contractors of Licensee eVlen after the services of such employees and contractors have terminated. Licensee shall take all reasonable steps to protect the confidentiality of the trade secrets disclosed by Las,erfiche to Licensee, including, but not limited to, the programming steps required to use the API software to send commands to and receive data from the Laserfiche Server and Laserfiche Client. During the term of this License Agreement and for a period of five years lhereafter, Licensee shall not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in order to discover the source code and/or the trade secrets contained in the source code; or (b) utilize the Integrator's Toolkit, Laserfiche Software, Documentation, or Laserfiche's trade secrets or confidential information, either directly or indirectly, to sell, market or distribute any software product Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 3 Initials: ~~ ~ which competes with the Laserfiche Software; or (c) utilize the Integrator's Toolkilt, Laserfiche Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Laserfiche Software; or (d) utilize the Integrator's Toolkit, Laserfiche Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or complmy to convert, any end user of the Laserfiche Software to a software product which competes with the Laserfiche Software. Licensee shall not directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Laserfiche Software and Integrator's Toolkit claimed by Laserfiche. The software source code and the tradl~ secrets therein are not licensed to Licensee, and all modifications, additions, or deletions are strictly prohibited. 5. Other Restrictions on Use. Except as expressly authorized in this License Agreement, Licensee shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or timeshare with any other person the Integrator's Toolkit, the Laserfiche Software or Documentation. 6. Transfer of License. Licensee may not transfer this license to anyone except with the prior written consent of Laserfiche, which shall not be unreasonably withheld, and only if the transferee has a bona fide business reason for the transfer and agrees in writing to be bound by this License Agreement. If Laserfiche approves the transfer of the license, Licensee shall transfer all copies of the Integrator's Toolkit and the Documentation, including all copies or adaptations that have been made by Licensee. All other transfers or assignments of this license shall be void. 7. Indemnification by Licensee. A. Licensee acknowledges and agrees that Licensee is solely msponsible and liable for the support, trouble-shooting and maintenance of Licensee' s applic~ltions and software programs it develops and markets to Laserfiche End Users and others pursuant to its rights under this License Agreement. Licensee shall assure Laserfiche that any End Users or others to whom Licensee provides any application to integrate other software or software applications with Laserfiche Software or to alter or enhance the existing functionality of Laserfiche Software, themselves are authorized Laserfiche Software licensees. Laserfiche shall not have any responsibility or liability for any defect, problem or software elTor which in any way results from or is attributable to any non-Laserfiche software, program, code, utility or application provided by Licensee or any other provider. B. Licensee shall indemnify Laserfiche against, and hold it harmless from, all losses, claims, damages, suits, administrative proceedings, judgments, costs and expenses, including Laserfiche's attorneys' fees and expert witness expenses (collectively, "Claims"), resulting from or arising out of Licensee's marketing, distribution, installation or support of the Laserfiche Software or its use or application of the Integrator's Toolkit, Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 4 Initials: ,$2? _ Documentation or other derivative works or ancillary programs, including Claims based on a breach of contract, breach of warranty, misrepresentation or concealment, patent, trademark or copyright infringement, misappropriation or misuse of trade secrets or confidential proprietary information, or other act or failure to act by Licensee or its End Users. All such indemnified expenses shall be paid to Laserfiche as they occur on an ongoing basis. If Laserfiche, in its sole discretion, deems it necessary or appropriate that Licensee assist in the defense of any such indemnified Claim, Licensee shall do so, and Laserfiche shall pay Licensee's reasonable expenses for such participation. In such a case, Laserfiche shall have sole control over the defense of the Claim. Licensee shall have the right to participate in the . defense of any Claim if it has been named as an additional party or if its rights shall be prejudiced by non-participation provided that Licensee shall be solely responsible for all of its attorneys' fees and other expenses incurred due to its defense of the Claim. C. For purposes of this License Agreement, any act or omission by any of Licensee's officers, directors, shareholders, partners, contractors, affiliates, employees or agents, shall be deemed to be the act or omission of Licensee, for which Licensee shall be fully responsible to Laserfiche. 8. Term. This License Agreement shall commence and terminate as follows: A. The term of this Agreement shall commence upon your acceptance of this Agreement and continue until terminated as provided in this Agreement. Either Party may terminate this Agreement, with or without cause, for any reason or for no good rea.son, on giving at least 30 days' prior written notice to the other Party. Either Party may terminate this Agreement for cause immediately following a breach of this Agreement which is not cured within 15 days following written notice of breach. Either Party may terminate this Agreement without any prior written notice if (1) the other Party becomes insolvent, bankrupt, files for reorganization under Chapter 11 or any other provision of the U.S. Bankruptcy Act or comparable insolvency law applicable where such Party is loc~lted, or is financially unable to perform its present and future obligations under this Agreement; or (2) the other Party or any principal, partner, owner, officer, controlling shareholder, director or managerial or supervisorial employee of the other Party commits or is convicted of a misdemeanor involving moral turpitude or a felony, or (3) a Party engages in illegal, unethical, immoral, unfair or unconscionable business practices, competition or conduct which threaten or would tend to damage the reputation or business prospects of the other Party; or (4) Licensee violates, infringes or compromises any trademark, copyright, patent or Trade Secret of Laserfiche, or interferes with any relationship between Laserfiche and any of its other Licensees or End Users of the Laserfiche Software; or (5) Licensee's license to use its Laserfiche Software has been terminated. B. Upon termination of this Agreement, Licensee shall immediately cease all use of the Integrator's Toolkit and the Documentation and return to Laserfiche all versions and copies of the Integrator's Toolkit and the Documentation. Licensee shall remove all such programs and materials from all hard drives and other devices on which the Integrator's Toolkit and the Documentation may be found. Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 5 Initials: ~(_ C. The termination of this Agreement shall not terminate Licensee's obligations under this License Agreement, nor shall it release Licensee from the obligation to pay any monies that it may owe Laserfiche or operate to discharge any liability that Licensee incurs before termination. 9. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE PROVIDES THE INTEGRATOR'S TOOLKIT TO LICENSEE, INCLUDING ALL SOFfW ARE, COMPONENTS, AND SUPPORT SERVICES (IF ANY), "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE INTEGRATOR'S TOOLKIT WILL SATISFY THE REQUIREMENTS OF LICENSEE OR ITS CLIENT OR THAT THE INTEGRATOR'S TOOLKIT IS WITHOUT DEFECT OR ERROR, OR THAT THE INTEGRATOR'S TOOLKIT WILL OPERATE WITHOUT INTERRUPTION. 10. NO CONSEOUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS RESELLERS, AGENTS, EMPLOYEES, CONSULTANTS, AND SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA, OR THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS BY ANY PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN W ARl'ffiD OF SUCH DAMAGES OR CLAIMS. NO ACTION MAYBE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS LICENSE AGREEMENT MORE THAN ONE YEAR AFTER LICENSEE KNEW OR SHOULD HAVE KNOWN OF THE FACTS WHICH GAVE RISE TO THE CAUSE OF ACTION. 11. DAMAGES. ALL DAMAGES SUFFERED BY LICENSEE FOR WHICH LASERFICHE IS LIABLE, IF ANY, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, OR CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE ACTUAL AMOUNT LICENSEE PAID FOR THE INTEGRATOR'S TOOLKIT. 12. Compatibility. The Integrator's Toolkit has been developed for and is compatible with certain computers and operating systems. Laserfiche does not warrant the Integrator's Toolkit for any computer and operating system. Licensee shall be responsible for consulting with Laserfiche for information about compatibility. Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 6 I . . 1 M_';I mtJ.as:~,:>-_ 13. Nonwaiver. No failure to exercise or delay in exercising any right, power, or privilege under this Agreement on the part of either party shall operate as: a waiver of any right, power, or privilege hereunder. No single or partial exercise of any right, power, or privilege under this License Agreement shall preclude further exercise thereof. 14. Severability. If any part of this License Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severed from this License Agreement and shall be deemed to have never been a part of this License Agreement and shall not affect the validity of the remainder of this License Agreement. 15. Governing Law; Jurisdiction; Venue. This License Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of California, as if all parties were resident in California and the License Agreement were to be wholly performed within the State of California. Each party hereby consents to th(~ jurisdiction of the California Superior Court and United States District Court for the Central District of California. All judicial actions and arbitration proceedings shall be conducted only in, and each party consents to exclusive venue in, Los Angeles County, California. 16. Entire Agreement. This License Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels alll previous written and oral agreements and communications relating to the subject mater of this License Agreement. No course of performance, course of dealing, or usage of trade shall override the written terms of this License Agreement. Notwithstanding the foregoing, a written agreement, signed by Laserfiche and Licensee and which accompanies Licensee's acquisition of the Software or the Integrator's Toolkit, shall supersede any terms of this License Agreement which are inconsistent with the signed, written agreement of the parties. 17. Limitation on Actions. No action or proceeding based on this License Agreement or arising out of its performance or breach shall be instituted by Licensee more than one year after the cause of action has accrued. Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action. 18. U.S. Government Restricted Rights Notice. All software products provided to the United States Government pursuant to solicitations issued prior to December 1, 1995, are subject to restrictions as set forth in FAR, 48 CFR 52.227-14 (June 1987) or FAR, 48 CFR 252.227-7013 (October 1988), as applicable. All software products: provided to the United States Government pursuant to solicitations issued on or after December 1, 1995 are provided with the commercial rights and restrictions described in this License Agreement. ContractorlManufacturer is Laserfiche, a division of Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807. The Software and Integrator's Toolkit are subject to United States export jurisdiction. Licensee shaH comply with all applicable federal and international laws and regulations, including U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the United States and other governments. Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 7 Initials: ~'- _ 19. Captions. The captions used on this License Agreement are for convenience only and shall not be a part of this License Agreement. 20. Drafting Agreement. Compulink and Licensee are parties of equal bargaining strength and have had the opportunity to discuss and negotiate this License Agreement in detail. Compulink and Licensee each waive any provision of law that would otherwise require this License Agreement to be construed against the party drafting this License Agreement. Each party shall be deemed to have drafted this License Agre.ement. Executed on , 200_, at Long Beach, CA. COMPULINK MANAGEMENT CENTER, INe. Signed: Name & Title: Address: 3545 Long Beach Blvd Long Beach, CA 90807 United States of America Telephone: + 1 (562) 998-1688 Fax: +1 (562) 988-1886 Email: info@laserfiche.com LICENSEE: t!./ 1'1 tJ~ A..S1IU/,IJD Signed: ~ ~ .. ~ ;;J- Name & Title: L~e. ~N~I1~ P,N4'J4LO/~ 2-() btsT PI 4/AJ Address: 4.JJlU4NlJ, () It. 775LP Telephone: 51./1- 55'2- - ~~J Fax: Email: -tul1e.heN.I@t>.s..-/~.of..uS Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 8 Initials: ~l:-_ APPENDIX A DESCRIPTION OF ADD-ON PRODUCT OR INTEGRA nON PROJECT AND INTENDED USE OF INTEGRATOR'S TOOLKIT: 6 tVlA, L- I r-..)\E1<..FAe..E TD LA~ERF.c..~ - ~ E..Nl Al L- ~O /'V'-... PO"?3'- I ,fV'.. A?~ - \' f-lR.-S~ o-e-... G\. J...j ~ ~\ '-- ~ P~SE ~(~(V\~~ -- SA-v P- lr--J'\O ~ ~E~ \ c... ~ - ~ \..J. ""'\I'..J t\ ~ "SPtV{'.'~ ~ dL"-l ~ E. S Sf ~ l /I^ P L.~'" r=::: 1--.J-rE- C\) ~ AR-<:..,W, 'J. \ [\J c.n C OJ.NCAA- L1 <s.~ @ Compulink Management Center, Inc. 2004 - 2005 Integrator's Toolkit Agreement Commercial Rev. 10.07.05 Page 9 Initials: ~-=---- CITY RECORDER'S COpy Page 1 /1 ~., CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541 ) 488-5300 3/18/2005 1 ~ 05844 VENDOR: 003219 VP CONSULTING, INC. 2350 OAKMONT WAY, SUITE 108 EUGENE, OR 97401 SHIP TO: Ashland Computer Servic:es (541) 488-5339 90 N MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Speciallnst: Req. No.: Dept.: ELECTRIC Contact: Dick Wanderscheid Confirming? No THIS IS A REVISED PURCHASE ORDER 1.00 Each LaserFiche Integrator's Tool Kit Annual Software Maintenance 3,250.00 3,250.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUlnOTAL TAX FREIGHT TOTAL E 710.11.05.00.605700 3 250.00 ./ VENDOR COPY A request for a Purchase Order REQUISITION FORM C~ITY OF ASHLAND Dale of Request: ~~ THIS REQUEST IS A: o Change Order(existing PO # Required Date of Delivery/Service: Vendor Name: Address: City, State, Zip: Phone: Fax Number Deliver Location ~~S~D~;!,t~ v')r.\!. ~u9-e.,,",1I:! ~r<- Q'7 LlDt F=G.,c " .s 41- 3l{d - ~~ 7 .Su,'k !O,P Services Only Description L-u-sei'&.,'c..h~ Oeut!loper.> +00/ k,'-r Total Cost Invitation to Bid (copies on file) Request for Proposal (copies on file) 5J, ~.sD Project Number p Account Number ~JO-Q 1. ,~~p Ylo...s.. ~ / .. ~ 1-, *P/ease attach the Original signed contract and Insurance certificate. (I;t Materials Only Item # Quantity Unit Description Unit Cost Total Cost TOTAL COST OF THE MATERIALS Project Number Account Number - - . -- -- -- ------ *P/ease attach the quotes. Employee Signature: -0 tiJ.:... SupervisorlDepl. Head Signature: ~ NOTE: By signing this reqUIsition form, I certify that the above request meets the City of Ashland Solicitation Process req~ ents and can be provided when necessary. G:FinanceIProcedureIAPlForms\8_Requisition form.doc Updated on:07/15102