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Home My WebLink About2015-01-12-Meeting Mintues Public Safety Committee Meeting Commission Chamber - 1/12/2015 ATTENDANCE: Present: Hons. Lockett, Chairman; Harris, Vice Chairman; Sias and Smith, members. Absent: Hon. Hardie Davis, Mayor. PUBLIC SAFETY 1. Approve the purchase of two (2) MCC7100 consoles. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve with Mr. Nutter to research the matter of a mobile stand alone 911 operation should the main center be unable to function and with funding left over from 2014. Commissioner Sammie Sias Commissioner Louis Harris Passes 2. Approve payment to New World Systems, Inc. for the Standard Software Subscription Agreement for the period covering January 1, 2015 - December 31, 2015. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Grady Smith Commissioner Sammie Sias Passes 3. Approve Contract with Municipal Code Corporation for the implementation of a Forms Management System for Augusta. RFP 14-157 Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Grady Smith Commissioner Louis Harris Passes 4. Approve Contract with Logicalis regarding the implementation of an IVR solution for the Human Resource Department. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 5. Approve Rural Defense Memorandum of Understanding Between Georgia Forestry Commission and Augusta, GA. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 6. Motion to approve the minutes of the Public Safety Committee held on November 24, 2014. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to Commissioner Commissioner Louis Passes www.augustaga.gov approve. Sammie Sias Harris Public Safety Committee Meeting 1/12/2015 1:05 PM Attendance 1/12/15 Department: Caption: Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Proposal for Augusta-Richmond Consoles December 10, 2014 Data Restrictions This proposal is considered Motorola confidential and restricted. The proposal is submitted with the restriction that it is to be used for evaluation purposes only, and is not to be disclosed publicly or in any manner to anyone other than those employed by the Augusta- Richmond required to evaluate this proposal without the express permission of Motorola Solutions, Inc. MOTOROLA and the Stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners. © Motorola Solutions, Inc. 2011 ] Motorola Solutions, Inc. 12/10/2014 Steve Smead Augusta-Richmond 530 Greene Street Augusta, GA 30901 Subject: Proposal for a Two MCC7100 Consoles Dear Mr. Smead, Motorola Solutions, Inc. (“Motorola”) is pleased to have the opportunity to provide Augusta- Richmond with quality communications equipment and services. The Motorola project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value. To best meet the functional and operational specifications of this solicitation, Motorola’s solution includes a combination of hardware, software, and services. Specifically, this solution provides: Two MCC7100 Consoles Installation This proposal consists of this cover letter and the Communications Product Agreement (CPA), together with its Exhibits. This proposal shall remain valid for a period of 14 days from the date of this cover letter. Motorola will be pleased to address any concerns Augusta-Richmond may have regarding the proposal. Please direct any questions to your Motorola account executive, Philip Landgrebe at 678.873.2706. We thank you for the opportunity to furnish Augusta Richmond with “best in class” solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, Motorola Solutions, Inc. Augusta-Richmond Consoles December 10, 2014 Table of Contents i Table of Contents Section 1. System Description ........................................................................................ 1-1 1.1 System Overview ................................................................................................... 1-1 1.2 System Assumptions .............................................................................................. 1-2 Section 2. Statement of Work .......................................................................................... 2-1 2.1 Overview ................................................................................................................. 2-1 2.2 Motorola Responsibilities ....................................................................................... 2-1 2.3 Augusta-Richmond Responsibilities ....................................................................... 2-1 2.4 Project Schedule .................................................................................................... 2-3 Section 3. Preliminary Acceptance Test Plan ................................................................ 3-1 Section 4. Warranty and Maintenance ............................................................................ 4-1 4.1 Warranty Services .................................................................................................. 4-1 4.1.1 Post Warranty Services .................................................................................... 4-1 Section 5. Pricing Summary ............................................................................................ 5-1 5.1 Pricing ..................................................................................................................... 5-1 5.2 Payment Schedule ................................................................................................. 5-1 Section 6. Contractual Documentation .......................................................................... 6-1 Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 System Description 1-1 Section 1. System Description 1.1 System Overview Augusta-Richmond County has requested pricing for adding quantity two MCC 7100 dispatch console positions to their existing MCC 7500 radio dispatch console. The MCC 7100 console positions will be installed on laptops and will be capable of operating from any connection point on the County’s LAN or over the internet through a VPN connection into the County’s LAN. The proposed design includes the hardware, software and licensing required for the two MCC 7100 positions. The proposed design also includes the hardware and software needed to provide an interface for these positions into the Palmetto 800 ASTRO 25 Core from the E-911 center in Augusta. Augusta-Richmond County will be responsible for providing a Layer 2 network connection between the E-911 center and any location at which the laptops will operate. If Augusta-Richmond County desires to operate the MCC 7100 positions from anywhere there is an internet connection, they will be responsible for providing VPN connectivity into the Layer 2 connectivity to the E-911 center. • MCC 7100 Dispatch Positions o E-911 Interface Hardware One (1) Firewall One (1) CEN Ethernet LAN Switch One (1) MCC 7100 Proxy hardware and software o Mcc 7100 Hardware Two (2) HP 8470 Elite Book Laptops Two (2) sets of MCC 7100 Accessories including: • Headset Base and top • Footswitch • Gooseneck Microphone • Speakers • USB Hub o MCC 7100 Software and licenses for up to 10 audio streams Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 System Description 1-2 1.2 System Assumptions The following are a number of assumptions that have been made in the design or functionality considerations of the MCC 7100 that need to be taken into consideration: • Palmetto-800 has to date not required the purchase of any licenses to add dispatch console positions to the ASTRO 25 Core. The assumption is that this will still be the case. • The proposed MCC 7100 dispatch positions will not function as a redundant means of dispatch to the existing MCC 7500 dispatch consoles, but require that the MCC 7500 console site to be functional and connected to the Palmetto-800 Core in order to operate properly. If Augusta-Richmond County desires that the MCC 7100 be able to operate independently of their MCC 7500 dispatch site, the system design and pricing will need to be adjusted accordingly. • It will be the responsibility of Augusta-Richmond County to provide Layer 2 network connectivity, between the E-911 center and the locations at which the MCC 7100 will operate, that meets the following specifications: o Bandwidth Requirements – Up to 350 kbps for a 10 stream dispatch console. o Maximum jitter of 131ms o Maximum packet loss of 1% o Latency between the console site where PRX 7000 Console Proxy is to be installed and the core – lowest latency site link to the core (RF Site or Console Site) < 10 ms • If Augusta-Richmond County desires to utilize the dispatch positions from any point over the internet, it will be the responsibility of the County to provide a VPN connection into the County’s LAN. • The MCC 7100 dispatch positions will be limited to a maximum of 10 simultaneous audio streams and can be configured for a maximum of 30 resources. • It is not recommended that the MCC 7100 dispatch positions be used in close proximity to the MCC 7500 dispatch positions at the dispatch center. There are differences in the delays to deliver audio between the two types of console position that will lead to noticeable echo effects and be disruptive to dispatch operations. • It is the responsibility of Augusta-Richmond County to obtain agreements with Palmetto-800 to add two MCC 7100 dispatch positions to the system. • The design uses COTS components as accessories to the MCC 7100 dispatch positions (headset, speakers, footswitch, etc.). If Augusta-Richmond County Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 System Description 1-3 wishes to utilize the same Motorola accessories in use on the MCC 7500 dispatch positions today, additional hardware will be required and the pricing will need to be adjusted accordingly. • The assumption is that the Palmetto-800 system will be at 7.15 or will soon be at 7.15 by the time this equipment is implemented, so the quote includes the equipment and software required in 7.15. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Statement of Work 2-1 Section 2. Statement of Work 2.1 Overview Motorola proposes the installation and configuration of the equipment defined in the System Description and Equipment List. The document delineates the general responsibilities between Motorola and Augusta-Richmond County (“Customer”) as agreed to by contract. 2.2 Motorola Responsibilities Motorola’s general responsibilities include the following: Conduct project kickoff meeting with customer to review project design and finalize requirements. Perform the installation of the Motorola-supplied equipment described above. Integration of third party products is not included in this proposal. Schedule the implementation in agreement with the Augusta-Richmond. Coordinate the activities of all Motorola subcontractors under this contract. Administer safe work procedures for installation. Provide Augusta-Richmond County with the appropriate system interconnect specifications. Define link specifications for each link required for the proposed system. Test features and functionality are in accordance with manufacturers’ specifications. Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. Document all issues that arise during the acceptance tests. Document the results of the acceptance tests and present to the Customer for review. Resolve any punch list items before Final System Acceptance. 2.3 Augusta-Richmond Responsibilities Augusta-Richmond County will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Statement of Work 2-2 that is not provided by Motorola. Augusta-Richmond County general responsibilities include the following: Customer will provide a dedicated delivery point, such as a warehouse, for receipt, inventory, and storage of equipment prior to delivery to the site(s). Coordinate the activities of all Augusta-Richmond vendors or other contractors. Provide all buildings, equipment shelters, and towers required for system installation. Ensure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. Obtain all licensing, site access, or permitting required for project implementation. Obtain frequencies for project as required. Provide required system interconnections. Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power, and Telco connections. Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials under their own power and for personnel to move materials to the facility without assistance from special equipment. Supply adequately sized electrical service, backup power (UPS, generator, batteries, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each equipment location. Provide AC power (dedicated 20 Amp AC outlets – simplex with ground) for each major piece of equipment within 6 feet of the location of the Motorola-supplied equipment, including the associated electrical service and wiring (conduit, circuit breakers, etc.). Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola-provided equipment) based upon Motorola’s “Standards and Guidelines for Communication Sites” (R56). Ceiling (minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms in order to accommodate 7-foot, 6-inch equipment racks. Provide floor space and desk space (including desk furniture, as needed) for the System equipment at the Customer-provided facilities. Each rack shall be provided a minimum of 24-inch x 24-inch footprint with 36 inches clearance in the front and back. Relocate and/or removal of existing equipment, if needed, to provide required space for the installation of Motorola-supplied equipment. Bring grounding system up to Motorola’s “Standards and Guidelines for Communication Sites” (R56) and supply a single point system ground, of 5 ohms or less, to be used on all FNE supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola-supplied equipment. Provide obstruction-free area for the cable run between the demarcation point and the communications equipment. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Statement of Work 2-3 Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). Arrange for space on the tower for installation of new antennas at the proposed heights. Perform structural analysis of existing tower and rooftops as required to confirm that the structure is capable of supporting proposed and future antenna loads. Supply all permits as contractually required. Supply interior building cable trays, raceways, conduits, and wire supports. Supply engineering and drafting as required for modifications to existing building drawings for site construction. Pay for usage costs of power and generator fueling, both during the construction and installation effort, and on an ongoing basis. Approved FCC licensing and modification provided by the Customer as needed. Frequencies for the system shall have. Any required system interconnections not specifically outlined here will be provided by the Customer, per Motorola specifications. Test results to confirm specification compliancy are required prior to equipment installation. Note: These may include dedicated phone circuits, microwave links, or other types of connectivity. No coverage guarantee is included in this proposal. Motorola is not responsible for interference caused or received by the Motorola- provided equipment except for interference that is directly caused by the Motorola-provided transmitter(s) to the Motorola-provided receiver(s). Should the Customer’s system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. 2.4 Project Schedule After contract award, an Implementation Schedule will be developed by Motorola’s Project Manager and will be submitted to the Augusta-Richmond County for review. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Preliminary Acceptance Test Plan 3-1 Section 3. Preliminary Acceptance Test Plan Testing of the proposed equipment is included. This includes the following: Test features and functionality are in accordance with manufacturers’ specifications. Verify the operational functionality and features of the consoles supplied by Motorola, as contracted. A detailed Acceptance Test Plan will be developed upon purchase and will be reviewed during the Project Kickoff/Design Review meeting. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Warranty and Maintenance 4-1 Section 4. Warranty and Maintenance Motorola places great emphasis on ensuring that communications systems, such as the one proposed for the Augusta-Richmond, meet high standards for design, manufacture, and performance. 4.1 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communications System Agreement within this proposal. 4.1.1 Post Warranty Services Post warranty and maintenance pricing has not been included in this proposal. If pricing is desired, this can be provided upon request. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Pricing Summary 5-1 Section 5. Pricing Summary 5.1 Pricing The proposed pricing is shown below: Description Price ($) Consoles (2) $76,000.00 Total $76,000.00 5.2 Payment Schedule Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution and in accordance with the following: 1. 100% payment is due upon Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. Motorola Confidential Restricted Augusta-Richmond Use or disclosure of this proposal is Consoles subject to the restrictions on the title page December 10, 2014 Contractual Documentation 6-1 Section 6. Contractual Documentation Motorola has provided a Communications System Agreement and Exhibits on the following pages. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Contractual Documentation 6-2 6.1.1 Communications Products Agreement Consoles Motorola Solutions, Inc. (“Motorola”) and the City of Augusta, GA (“Customer”) enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola “Software License Agreement” Exhibit B Motorola Proposal/Quote dated December ___, 2014 Exhibit C Hardware Service Terms and Conditions Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. “Confidential Information” means all information consistent with the fulfillment of this agreement that is (i) disclosed under this agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this agreement are considered Confidential Information. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 2.2. “Contract Price” means the price for the Products, excluding applicable sales or similar taxes and freight charges. 2.3. “Effective Date” means that date upon which the last Party executes this Agreement. 2.4. “Equipment” means the equipment listed in the List of Products that Customer purchases from Motorola under this Agreement. 2.5. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party’s reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.6. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.7. “Motorola Software” means Software that Motorola or its affiliated company owns. 2.8. “Non-Motorola Software” means Software that another party owns. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 3SCOPE OF AGREEM 2.9. “Open Source Software” (also called “freeware” or “shareware”) software with either freely obtainable source code, license for modification, or permission for free distribution. 2.10. “Products” mean the Equipment and Software provided by Motorola under this Agreement. 2.11. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.12. “Software” means the Motorola Software and Non-Motorola Software in object code format that is furnished with the Products. 2.13. “Warranty Period” means one (1) year from the date of shipment of the Products. Section 7. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due within thirty (30) days after the invoice date, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online (“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorola.com and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 3SCOPE OF AGREEM 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Motorola which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE If this Agreement includes the performance of services, the Statement of Work will describe the performance schedule. Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $________________________. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products when they are shipped and for services, if applicable, when they are performed. Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For Customer’s reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:____________________________________________________________________________ Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 6SITES AND SITE CO The Equipment will be shipped to the Customer at the following address (insert if this information is known):_____________________________________________________________________________ The address for the final destination to where the Equipment will be delivered is: ___________________________________________________________________________________ _ Customer may change this information by giving written notice to Motorola. Section 8. Section 9. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer’s sites, Customer will ensure that these work sites be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. Section 7 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer’s use of the Products for their operational purposes will constitute acceptance. Section 8 REPRESENTATIONS AND WARRANTIES 8.1. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. 8.2. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 8.3. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 11 DEFAULT AND TER (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 8.4. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola’s liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 8.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. Section 9 DELAYS Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the performance schedule for a time period that is reasonable under the circumstances. Section 11. Section 10 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”). 10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia. 10.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. Section 12. Section 11 DEFAULT AND TERMINATION Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 12PATENT AND COPY If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of the default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan. If the non-performing Party fails to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. Section 13. Section 12 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION 12.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 12.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 12.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 12.4. This Section 12 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 12 are subject to and limited by the restrictions set forth in Section 13. Section 14. Section 15. Section 13 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 16. Section 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS 14.1. CONFIDENTIAL INFORMATION 14.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this agreement. All Deliverables will be deemed to be Motorola’s Confidential Information. During the term of this agreement and for a period of three (3) years from the expiration or termination of this agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this agreement; and (vi) only use the Confidential Information as needed to fulfill this agreement. 14.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this agreement. 14.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser’s written request, Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 14.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola’s Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 15 GENERAL 15.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 15.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.3 WAIVER. Failure or delay by either Party to exercise any right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 15.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY 15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 15.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 15.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 15.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Customer Motorola Solutions, Inc. Attn: ______________________________ Attn: Judy Jean-Pierre Legal, Government Affairs & Communications __________________________________ 1303 E. Algonquin Road, IL01, 8th Floor __________________________________ Schaumburg, IL 60196 15.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 15.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 15.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software), Section 3.7 (Non-Motorola Software); if any Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality and Proprietary Rights; and all of the General terms in this Section 15. The Parties hereby enter into this Agreement as of the Effective Date. This Agreement may be executed by each of the Parties hereto in separate counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. Motorola Solutions, Inc. Customer By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY 16.1 Exhibit A 16.2 SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. (“Motorola") and the City of Augusta, GA (“Licensee”). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 “Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed. 1.5 “Primary Agreement” means the agreement to which this exhibit is attached. 1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. 16.2.1 Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee’s use of the Software and Documentation. 16.2.2 Section 3 GRANT OF LICENSE Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). 16.2.3 Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola’s request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. 16.2.4 Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. 16.2.5 Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally- Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. 16.2.6 Section 8 TERM AND TERMINATION 8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). 16.2.6.1 16.2.6.2 Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee’s use, duplication or disclosure of the Software and Documentation under Motorola’s copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee’s use, duplication, or disclosure of the Software Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. 16.2.7 Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY 16.2.8 Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. 16.2.9 Section 12 NOTICES Notices are described in the Primary Agreement. 16.2.10 Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State of Georgia. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY A 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 14CONFIDENTIALITY Exhibit B Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 3ACCEPTANCE Exhibit C Hardware Service Terms and Conditions Motorola Solutions, Inc. (“Motorola”) and the customer named in this Agreement (“Customer”) hereby agree as follows: Section 17. Section 18. Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. “Agreement” means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. “Services” means those installation, maintenance, support, training, and other services described in this Agreement. Section 19. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement. 19.1.1.1 Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer’s request, Motorola may also provide additional services at Motorola’s then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer’s product manuals; and routine service procedures that are prescribed by Motorola will be followed. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 3ACCEPTANCE 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. 19.1.2 Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer’s location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 10DEFAULT/TERMINA holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola. Section 20. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 21. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer’s sole remedy is to require Motorola to re- perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non- conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 22. Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 25-24 Section 23. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 24. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 25. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 17GENERAL TERMS 25.1 Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 26. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 27. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Section 28. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party’s reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Section 17GENERAL TERMS 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates. Today’s dynamic command and control environments demand communication capabilities that can be deployed at a moment’s notice, anytime, anywhere. As a fixed or mobile solution, the MCC 7100 IP Dispatch Console eliminates traditional technology barriers to deliver the flexible, interoperable communications you demand. The MCC 7100 Console offers mission critical capability for controlled public safety dispatch environments as well as secure connectivity from the customer network or VPN access over the internet. Listen and respond to 9-1-1 callers and radio communications on one headset using external phone interface (EPI) and standard Motorola accessories or travel light with MCC 7100 Console on a laptop or tablet and common off the shelf USB accessories. Instantly record selected radio receive audio as well as dispatcher transmit audio for replay wherever you are. The integrated Instant Recall Recorder (IRR) can save and forward a single call or a block of calls and will automatically delete records as they exceed the configurable capacity. Take command of situations from virtually anywhere. The MCC 7100 Console uses wired or wireless networks to establish Project 25 (P25) encrypted voice communications with trunked and conventional radios, when and where you need them most. Use the portable MCC 7100 Console to quickly expand your mobile work force communications for on the spot coordination during special events, for disaster management, in back-up facilities and to increase temporary dispatch capacity. Equip senior staff with the ability to easily monitor and initiate communications from their office, on the road or in remote locations. With this new flexibility and mobility, dispatchers in the field no longer have to juggle multiple portable radios for communications. Instead, a laptop or PC equipped with the MCC 7100 Console provides full dispatch control with firewall secured protection into the ASTRO® 25 network. PRODUCT DATA SHEET MCC 7100 IP DISPATCH CONSOLE MCC 7100 IP DISPATCH CONSOLE MOBILE, FLEXIBLE, MISSION CRITICAL VoIP DISPATCH CONSOLE PRODUCT DATA SHEET MCC 7100 IP DISPATCH CONSOLE EASY TO USE, FLEXIBLE, AND CUSTOMIZABLE USER INTERFACE To help reduce training needs, increase adoption rates and keep dispatch practices consistent, the MCC 7100 Console uses the familiar MCC 7500 Console graphical user interface (GUI) with easily recognized icons and graphics based on Microsoft Windows®. The customizable GUI allows you to layout screen resources with color, size and placement choices organized by agency, shift or other criteria in order to build the user interface according to your individual or organization specifications. Enhanced Alert Tones provide the ability for dispatchers to send one of fifteen user-configurable alert tones on the selected radio resource(s). The radio resource may be analog conventional, ASTRO 25 conventional, or trunked talkgroups or Private Calls. The Enhanced Alert Tones are based on .wav files stored on the dispatch position’s computer and mapped to alert tone buttons on the dispatch position’s GUI. Trunked and conventional radio channels are customizable with various controls, such as; patch setup and tear down, frequency select, coded/clear select and individual volume control, based on user preferences. Per-channel controls can be fully or partially shown, or hidden to save space on the screen. Because mission critical voice is dependent on the state of the network in use, the MCC 7100 Console includes a Network Status Indicator to provide the user with constant real time feedback about network conditions affecting communication performance. Busy users quickly respond to missed calls by simply clicking on an entry in the Activity Log and selecting transmit. The display information such as the number of calls and date and time specifics are customizable to fit the needs of the individual user. To support full customization of the GUI or integration with 3rd party applications, an available Software Development Kit (SDK) provides access to all console functionality. KEY INTEROPERABILITY FEATURES Works in Parallel with MCC 7500 Consoles The ASTRO 25 console system may consist exclusively of MCC 7100 Consoles or operate in parallel with MCC 7500 Consoles. Both share the same GUI and can have the same selected resources with cross muting supported between the two. USB Audio Interface Module (AIM) The USB AIM supports Motorola standard mic, footswitch, and headset peripherals, plus an external paging encoder port to provide tone paging services, a NENA compliant external phone interface (EPI) port to allow a single headset to be used to answer 9-1-1 calls and handle radio communications, a local logging recorder port, and support for four private dedicated Aux I/O’s. Agency Partitioning Delivers Sharing and Cost Savings With Agency Partitioning, multiple agencies can share a system to gain interoperability and cost savings benefits, and still maintain control of their own channels, encryption keys, configuration and more. Tailor the MCC 7100 Console to your needs with the customizable user interface Desk Top Microphone Port NENA Compliant External Phone Interface Port Local Logging Recorder Port Reserved Headset Jackbox Computer External Paging Encoder Port Foot Switch Port Reserved Private Aux I/O Port Headset Jackbox Audio Interface Module (AIM) PRODUCT DATA SHEET MCC 7100 IP DISPATCH CONSOLE Console Alias Manager Gives Local Control The MKM 7000 Console Alias Manager may be used with the MCC 7100 Console to allow agencies to locally manage their radio unit IDs. Different agencies sharing the system can manage their radio unit ID aliases independently and autonomously. Users easily differentiate between “their” radio users and “other” radio users by using more generic aliases for the “other” users. Ensure Emergency Transmissions Get Priority Transmit Priority Levels provide an orderly and consistent method for ensuring that higher priority transmissions are able to takeover resources from lower priority transmissions. Create Communications Interoperability MCC 7100 Console users patch communications between trunked and/or conventional radios that are normally unable to communicate with each other. Patched radio users see the ID or alias of the other patched radio(s), as opposed to that of the console. This minimizes confusion and the need for the user to intervene in the call. Patches are automatically re- established if interrupted so that users stay focused on continuing operations. Protect Sensitive Communications Encryption and decryption services within each position enable users to fully participate in secure communications while keeping sensitive, vital information completely encrypted between the MCC 7100 Console dispatcher and radio users. Users can connect with agencies that have different encryption configurations without any manual intervention or delay. Up to twenty calls using up to three different algorithms and multiple secure keys can be supported simultaneously. To help reduce stress and potential errors when managing encrypted audio situations, indicators and alerts are provided when the console mode does not match that of a received call, as well as when a patch or multi-select group is being set up between a mix of clear and secure channels. Both software and hardware encryption is available for AES, DES-OFB and ADP encryption algorithms. The added security of tamper resistant FIPS 140-2 approved key storage is exclusively supported for laptop users with Hardware Key Management. The Hardware Key Management system is fully compliant with KVL 4000 (Version B) keyloading and Over the Ethernet Keying (OTEK). SOLUTION COMPONENTS MCC 7100 Console Positions The MCC 7100 Console connects directly to the radio system’s IP transport network without gateways or interface boxes. Vocoding and encryption are performed within each software-based operator position. MCC 7100 Consoles function as integrated components of the total radio system without additional centralized electronics. The MCC 7100 Console position can be comprised of a laptop computer with just a headset, or operate with a traditional desktop computer and monitor with a keyboard, mouse / trackball / touchscreen, up to 8 assignable speakers, and audio accessories. Audio Accessories Commercially available USB connected accessories that have been tested for optimal audio quality are supported. Compatibility The MCC 7100 Console software requires Microsoft Windows® 7 operating system. For users who need to conduct dispatch activity and other tasks on a single computer, the MKM 7000 Console Alias Manager Client, ASTRO 25 Advanced Messaging Solution and Microsoft® Office are also approved for installation. Channel Capacity Licenses Channel capacity licenses are available for 5, 10, 15 or 20 encrypted or unencrypted simultaneous voice streams (channels). The licenses provide monitoring ability of 15, 30, 45, and 60 resources, respectively. Capacity licenses are issued for the life of the product and continue in force when the system is upgraded. Remote Operation Full dispatch capability is provided when operating outside of the ASTRO 25 Network. The MCC 7100 Console supports firewall controlled access for up to 10 channels into the secure ASTRO 25 network from the Customer Enterprise Network (CEN). For remote access with additional security, virtual private network (VPN) access is also supported through the CEN. PRODUCT DATA SHEET MCC 7100 IP DISPATCH CONSOLE SPECIFICATIONS System Compatibility ASTRO® 25 System Vocoder Algorithms Supported AMBE, (IMBE is compatible with AMBE), G.728 (for Analog Conventional) Encryption Algorithms Supported AES (256 bit), DES-OFB, ADP (Advanced Digital Privacy) MCC 7100 IP Dispatch Console Capacities Console Resides on the ASTRO 25 Network Console Resides Outside the ASTRO 25 Network Simultaneous Audio Sessions per Console 5, 10,15 or 20 license options 5 or 10 license options Bandwidth Requirement per Channel 35 kbps 35 kbps Simultaneous Encryption/ Decryption Sessions per Secure Capable Console 5, 10,15 or 20 5 or 10 Multi-Select Groups per Dispatch Console Up to 4 (with up to 20 Members per Multi-Select group) Up to 4 (with up to 10 Members per Multi-Select group) Patch Groups per Dispatch Console Up to 4 (with 8 members per patch group)Up to 2 (with 4 members per patch group) Monitored Resources per Dispatch Console Up to 60 Up to 30 USB AUDIO INTERFACE MODULE SPECIFICATIONS Before you mount and install the USB Audio Interface device (AIM), verify that you meet the environmental requirements necessary for the device to operate. Audio Interface Module (AIM) Connector type Device RJ45 One desktop gooseneck microphone, one local logging recorder, one external telephone headset, one external paging encoder, one footswitch, and support for four private Aux I/O’s. DB15 Two headset jacks connectors. Dimensions (H x D x W)1.69 x 5.23 x 8.39 in (43 x 133 x 213 mm) Weight 1.43 lbs (0.65 kg) AC Operating Voltage for the USB AIM Power Supply 90 VAC - 264 VAC Minimum Input Voltage 90 VAC with 57~63 Hz Maximum Input Voltage 264 VAC with 47~53 Hz Typical Input Voltages 115 VAC and 230 VAC DC Operating Voltage for the USB AIM Device 12 VDC (nominal) Maximum Power Consumption 0.5 A at 12 VDC (6 Watt) Operating Temperature 5°C (41°F) – 40°C (104°F) Storage Temperature -25°C (-13°F) – 70°C (158°F) Relative Humidity Operating 0% – 90% relative humidity at 40°C non-condensing Motorola Solutions, Inc. 1301 E. Algonquin Road, Schaumburg, Illinois 60196 U.S.A. motorolasolutions.com/dispatch MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. Microsoft, Windows, Windows Me and Windows Vista are registered trademarks of Microsoft Corporation in the United States and other countries. All other trademarks are the property of their respective owners. © 2014 Motorola Solutions, Inc. All rights reserved. R3-13-2017B Certifications CE CMM EPUF 50 EAC Safety CSA 60950-1-07 2011-12 UL 60950-1 2011 IEC 60950-1 2005 EMC Emissions & Immunity FCC part15B Class B ICES-003 EN 609 50 - 1 : 2006 + A11 : 2009 + A1 : 2010 + A12: 2011 EN55022 :2010 EN55024 :2010 EN 61000-3-2:2006 +A1:2009 +A2:2009 EN 61000-3-3:2008 Energy Efficiency International Energy Efficiency Level V (PVM power supply only) Public Safety Committee Meeting 1/12/2015 1:05 PM Approve the purchase of two (2) MCC7100 consoles. Department:Information Technology Caption:Approve the purchase of two (2) MCC7100 consoles. Background:When situations occur that necessitate the use of backup locations functionality is decreased. Dispatchers have to use hand-held radios to communicate with first responders, which does not facilitate the patching of channels or the ability to fully monitor a primary channel and a Talk Around Channel (TAC) at the same time. Remote access limits the ability to record selected radio- received audio as well as dispatcher-transmitted audio for replay. The ability to encrypt sensitive information is also limited. Multiple pieces of equipment are necessary to execute the function of a dispatcher when services are performed at backup locations. This increases the time and expense to setup and limits flexibility to use multiple facilities. The use of multiple devices also increases the training requirement for dispatchers. Analysis:The purchase of two (2) MCC7100 console workstations will partially address the capability gap that exists regarding radio communications between Augusta’s 911 Center and backup locations. It will also improve radio communications flexibility regarding backup locations and the time to set them up. These consoles can be used in a fixed or a mobile solution. These consoles allow the dispatcher to listen and respond to 9-1-1 calls and radio communications on one headset. The use of IP technology allows this environment to be set up in any secure location. High level Project 25 (P25) encryption and firewall technology provides this capability without sacrificing security. Dispatchers can instantly record selected radio-received audio as well as record transmit audio for replay. Financial Impact:This is a state contract purchase utilizing state contract number 980-280008. Funds in the amount of $76,000 are available in 216- 03-7110-5424410 remaining from 2014. Alternatives:Continue using equipment that is currently in place. Recommendation:Approve the purchase of two (2) MCC7100 consoles. Funds are Available in the Following Accounts: Funds in the amount of $76,000 are available in 216-03-7110- 5424410 remaining from 2014. REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 1/12/2015 1:05 PM Authorize Payment of 2015 Annual New World Maintenance Invoice Department:Information Technology Caption:Approve payment to New World Systems, Inc. for the Standard Software Subscription Agreement for the period covering January 1, 2015 - December 31, 2015. Background:This agenda item is for the annual payment to secure ongoing maintenance of New World’s AEGIS Public Safety-related software and related modules and products. The Augusta Commission approved a Standard Software Subscription Agreement (SSSA) in conjunction with an upgrade from our former AS400-based software to the New World MSP (Microsoft Product) on February 21, 2012. Analysis:This software subscription/maintenance agreement with New World will allow Augusta to continue to receive maintenance and support for the New World Systems applications used by various Public Safety Departments to include the Sheriff's Office, E911, and the Fire Department. Augusta uses this software to take emergency calls, dispatch emergency responders, store incident reports, track offender records, record information related criminal investigations, analyze crime patterns, and generate system reports. This agreement also includes software licensing, planning, and implementation services related to the implementation of the Microsoft version of New World's Public Safety software. Financial Impact:The overall cost of this annual maintenance is $399,510. This expense is paid through IT’s Operating Budget as well as from the Augusta Fire Department and E911. Alternatives:N/A Recommendation:Approve payment to New World Systems, Inc. for the Standard Software Subscription Agreement for the period covering January 1, 2015 - December 31, 2015. Funds are Available in the Following Accounts: 101015410.5223110 $324,510 (IT) 274034110.5213119 $15,000 (Augusta Fire Dept) 216037110.5223110 $60,000 (E911) REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission 1 SOFTWARE AD SERVICES AGREEMET THIS AGREEMENT (hereinafter the "Agreement") is made this ______ day of ______________, 2015, (the "Effective Date") by and between Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA U.S.A., 30901, (hereinafter “Augusta, Georgia” or the "City"), and Municipal Code Corporation (“Municode”) a Florida Corporation, with its place of business at PO Box 2235, Tallahassee, FL 32316. The City and Municode, as well as any subsidiaries of Municode, are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." Furthermore, the work described in the appendices described below shall be carried out by MCCI, a Limited Liability Company and subsidiary of Municipal Code Corporation, with its place of business at PO Box 2235, Tallahassee, FL 32316, (hereinafter the "Vendor"). The following appendices describe in detail the requirements associated with this project and governed by the terms of this agreement: Appendix A: MCCi Services Agreement Appendix B: Tentative Project Billing and Implementation Schedule Appendix C: Statement of Work (from MCCI Proposal for RFP 14-157) Appendix D: Laserfiche Software License Agreement Appendix E: Software Maintenance Agreement Appendix F: Vendor Remote Network Access Policy and Procedures Appendix G: Performance Bond Appendix H: Augusta, GA Forms Required at Go-Live RECITALS WHEREAS, The Vendor desires to perform and assume responsibility and obligation for the provision of certain professional services, as hereinafter described, on the terms and conditions set forth herein. Vendor represents that it is experienced in providing business process automation and implementation services to public clients, can legally do business in the State of Georgia, and is familiar with the scope of work of the City. WHEREAS, The City desires to engage Vendor to render such services, as hereinafter described, for the Forms Management System Implementation Project (the “Project”) on the terms and conditions set forth herein. OW, THEREFORE , in consideration of the mutual covenants and conditions contained herein, the City and the Vendor agree as follows: 1. Engagement and Services of the Vendor 1.1. Engagement of Vendor. The City hereby engages the Vendor and the Vendor promises and agrees to furnish to the City, subject to the terms and conditions set forth in this Agreement, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project (the "Services"). The Services are more particularly described in Appendix C attached hereto and incorporated herein by reference. The Vendor agrees to perform the Services in accordance with the terms and conditions of this Agreement, the exhibits and/or appendices attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations in effect at the time the Services are provided. The Services include all activities necessary to successfully implement the Software and System Requirements found in Augusta RFP 14-157, Form Automation & Workflow Management System Software Consulting, Implementation and Technical Services except those requirements noted in the Vendor response as unavailable, for which the Vendor submitted a proposal on June 5, 2014 (hereinafter “System Requirements”). The Vendor agrees that the System Requirements are incorporated herein by reference, and that the Vendor is bound by the response to those requirements unless a change has been permitted in writing by the City. 1.2. Performance of the Vendor; Standard of Care. The Vendor covenants with the City to perform all Services under this agreement in accordance with a professional standard of skill, quality, and care. 2 Vendor represents and maintains that it is skilled in the professional calling necessary to perform the Services, and that it shall employ customary proven and tested methods known for successfully implementing the services required to satisfy the contract. Vendor shall also cooperate with the City and any other consultants or contractors engaged by or on behalf of the City in performance of the Project. The Vendor covenants to use its commercially reasonable efforts to perform its duties and obligations under this Agreement in a diligent manner, consistent with the professional standard of care set forth in this agreement. 1.3. The Vendor's Responsibilities for Costs and Expenses. Except as otherwise expressly stated herein, the Vendor shall be solely responsible for all costs and expenses incurred relative to the Vendor, personnel of the Vendor and sub-contractors of the Vendor in connection with the performance of the Services, including, without limitation, payment of salaries, fringe benefits contributions, bonding fees, payroll taxes, withholding taxes and other taxes or levies, office overhead expense, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses. 1.4. Independent Contractor. The Services shall be performed by Vendor or under its supervision. Vendor shall determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The Vendor represents that it possesses the professional and technical personnel required to perform the Services. The City retains Vendor on an independent contractor basis and not as an employee of the City. Vendor retains the right to perform similar or different services for others during the term of this Agreement. The personnel performing the Services on behalf of the Vendor shall at all times be under the Vendor's exclusive direction and control. The Vendor shall pay all expenses, including, without limitation, all wages, salaries, fringe benefit contributions, payroll taxes, withholding taxes, other taxes or levies and all other amounts due such personnel for the Services or due others as a result of the performance by such personnel of the Services. Vendor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, all reports for social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 1.5. Vendor’s Project Manager. The Vendor shall designate and assign a project manager ("Project Manager"), who shall coordinate all phases of the Services and act as the Vendor’s representative for performance of this Agreement. The Project Manager shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement, and shall be available to the City at all reasonable times. The Project Manager shall supervise and direct the Services, using professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures employed by Vendor’s personnel, as well as the satisfactory coordination of all portions of the Services under this Agreement. 1.6. Key Personnel. Vendor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Vendor may substitute other personnel of at least equal competence upon written approval of the Augusta Information Technology Department. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the Augusta Information Technology Department to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Vendor at the request of the Augusta Information Technology Department . 1.7. Personnel; Licenses. The Vendor represents and warrants that it and all personnel engaged in performing Services are and shall be fully qualified, authorized and permitted under state and local law to perform such Services. The Vendor further represents and warrants that it, its employees and sub-contractors shall keep in effect all such licenses, permits, qualifications and other approvals during the term of this Agreement. Any personnel performing Services under this Agreement who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, or any personnel who fail or refuse to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Vendor and shall not be re-employed to perform any of the Services or to work on the Project. 1.8. City Network Security and Integrity. Provided that the Vendor requires access to system(s) through the City computer network firewall, the Vendor will sign a Vendor Access Agreement, verifying that the Vendor will respect the integrity of City’s network and security protocols. This agreement is attached as 3 Appendix F. 1.9. Time of Performance. Vendor shall use commercially reasonable efforts to complete the services covered under and pursuant to this Agreement as directed by the City's Project Administrator by the date of project completion (the “Completion Date”) as described in Appendix B, unless earlier terminated as provided herein, or as may be modified by mutual written agreement. Vendor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of services mutually acceptable to the Parties. 1.10. Software License and Support Agreement. The Vendor will provide the Vendor software licenses required to support the solution described in Appendix C. The Vendor will provide assistance in procuring third party software licenses as needed as identified elsewhere in this agreement or appendices. 1.11. Consistency with City Policies. City and Vendor Project Manager shall discuss in advance of all critical decision points all matters relating to the Services in order to ensure that the Services proceed in a manner consistent with the goals and policies of the City. 1.12. Conformance to Applicable Requirements. All aspects of the provision of the Services by Vendor shall conform to all applicable city, county, state, and federal laws, rules and regulations in effect at the time the services are provided. 1.13. Prohibition Against Transfers. Neither party shall assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly by operation of law without the prior written consent of the other party. Any attempt to do so without the prior written consent of the other party shall be null and void, and any assignee, sub-lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. 1.14. Progress. The Vendor is responsible to keep the City Project Manager and/or his or her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired relative to the Services or this Agreement. 1.15. Confidentiality. No news releases, including photographs, public announcements or confirmations of the same, of any part of the subject matter of this Agreement or any phase of the Services shall be made without prior written consent of the City, such consent to not be unreasonably withheld, and provided in a timely manner. The information which results from the Services in this Agreement is to be kept confidential, unless the release of information is authorized by the City. All Report Materials, either created by or provided to Vendor in connection with the performance of this Agreement, shall be held confidential by Vendor. Such materials shall not, without the prior written consent of City, by used by Vendor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Vendor which is otherwise known to Vendor or is otherwise generally known, or has become known, to the related industry, shall be deemed confidential. Vendor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Notwithstanding anything to the contrary, the Vendor may disclose such materials in response to a valid court or government order, it being understood that the Vendor shall, where permitted by applicable law, rule or order, give the City prior written notice to object to, or seek to limit, any such mandated disclosure. 1.16. Georgia Open Records Act. The Vendor acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (OCGA § 50-18-70, et seq.). Vendor shall cooperate fully in responding to such requests and shall make all records, not exempt, available for inspection and copying as required by law. Vendor shall clearly mark any information provided to City which Vendor contends is Proprietary Information. Vendor shall notify City immediately of any Open Records request arising out of this contract and shall provide to City a copy of any response to the same. 1.17. No Set Hours/Right to Contract. The Vendor’s obligation hereunder is to complete the Services in accordance with this Agreement and to meet any deadlines established pursuant to this Agreement. The Vendor has no obligation to work any particular schedule, hours or days, or any particular number of 4 hours or days. However, the Vendor shall coordinate with the City in achieving the results and meeting the goals established pursuant to this Agreement. 1.18. Accounting Records. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of seven (7) years from the date of final payment under this Agreement. 1.19. Safety. Vendor shall execute and maintain its Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 1.20. Performance Bond. Within fifteen (15) days of the making of this contract, Vendor shall have obtained a performance bond for the total amount of software and services provided for this project per Appendix C. Proof of the acquisition of the bond shall be provided to the City and attached hereto as Appendix G. 2. Responsibilities of the City 2.1. Cooperation. The City shall cooperate with the Vendor relative to the provisions of the Services. To the extent permitted by applicable law, the City shall provide criteria and information in its possession, or reasonably obtainable by it, as requested by Vendor, and shall make that information and related data available for Vendor’s use during the performance of this Agreement and Vendor shall have the right to rely upon such information and data. The City shall render decisions required by this Agreement within the time indicated, or if not specifically stated, with reasonable promptness so as not to unduly delay the progress of Vendor’s Services. 2.2. City’s Project Manager and Project Staff. The City shall designate and assign a City project manager (“City Project Manager”) who shall have authority to represent and act on behalf of the City for all purposes under this Agreement, within the rules and regulations as established by the Augusta Commission. The City Project Manager, or his/her designee, shall be the principal officer of the City for liaison with the Vendor, and shall review and give approval to the details of the Services as they are performed, in particular, but not exhaustively, Project Plan, Functional Requirement Specifications, Statements of Work, Acceptance Plans, Statements of Completion, Change Order Requests. In addition, the City Project Manager shall ensure proper and timely availability of all City personnel required by the Vendor for successful completion of project tasks, in particular, but not exhaustively, Business and Systems Analysts, IT staff, Subject Matter Experts. 2.3. Project Plan. The City shall be responsible for meeting specific milestones and providing specific deliverables that have been agreed to in Appendix B. Should the City fail to meet the agreed milestones or to provide the agreed deliverables, the Vendor will inform the City of the consequences thereof and reserves the right to modify the project plan accordingly. 3. Compensation 3.1. Compensation. In consideration of the performance by Vendor of the Services, the City shall pay to the Vendor compensation at the rates set forth in the Appendices attached hereto. While estimates have been provided for certain work items in the project, such as data conversion, total compensation under this Agreement shall not exceed the Total Project amount as indicated in the appendices without written approval of the Augusta Commission depending on the amount of the excess and the reason why the initial amount was insufficient. 3.2. Additional Service. The Vendor shall not receive additional compensation for any additional services unless such extra service has been authorized in writing by the City prior to the commencement of the extra service. The City shall pay the Vendor for additional service in accordance with the fee schedule set forth in the Statement of Work. As used herein, “Additional Service” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Certain services may be subject to 5 Section 5.28 of this agreement. 3.3. Payment of Compensation. The Vendor shall submit invoices to the City as defined in the payment milestones in Appendix B, or on such other basis as may be mutually agreed upon by the Parties. Each invoice will be itemized. The City shall make payments to the Vendor within thirty (30) days following the date of receipt of the invoice, unless the City disputes the amount of the Compensation the Vendor claims it is owed under this Agreement within thirty days of receipt. Any disputed amount shall be handled as discussed herein. Vendor is required to submit all invoices to the City’s Project Manager, who shall validate the completion of work prior to submitting for payment. Any invoices sent directly to any other entity other than the City’s Project Manager will be deemed as not to have been received and therefore Augusta is not liable for payment until such time that the invoice is received by the Project Manager. 3.4. Reimbursements. Vendor shall not be reimbursed for any expenses unless they are authorized in writing by City and they are of a type approved in advance as part of this contract. Such reimbursable expenses, if approved, shall include only those expenses which are reasonably and necessarily incurred by Vendor in the interests of the Project. Reimbursable expenses will be paid only at the actual cost to the Vendor, with no mark-up for overhead or profit. Expenses may be included as part of the overall project cost, provided that they are “Not to Exceed” a certain amount as determined by the Vendor. 3.5. Disputed Sums. The City will withhold up to one hundred percent (100%) of any disputed portion of Compensation until resolution of the dispute with the Vendor. Such withholding shall only take place due to non-performance of the Vendor, with non-performance being defined as the inability to complete the project or parts thereof when Augusta, Georgia has fulfilled its obligation to the vendor, and shall not be deemed to constitute a failure to pay by the City. The Vendor shall not have the right to allege a breach of this Agreement for failure to pay by the City and to discontinue its performance of the Services hereunder for a period of thirty (30) days from the date Compensation is withheld hereunder. The City’s Project Manager and the Vendor’s Project Manager shall attempt to promptly resolve the dispute. 4. Expiration and Termination 4.1. Events of Default. Each of the following events shall constitute an “Event of Default”: 4.1.1. The Vendor shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by the Vendor, if such failure continues uncured for thirty (30) calendar days after the City gives the Vendor written notice of the failure and the specific nature of such failure. 4.1.2. The Vendor shall commit any fraud, misrepresentation, breach of fiduciary duty, willful misconduct, or intentional breach of any provision of this Agreement. 4.2. Termination Upon Event of Default. In addition to any other available legal or equitable rights or remedies, upon an Event of Default by the Vendor, the City shall have the right to terminate this Agreement upon at least thirty (30) days written notice to the Vendor. 4.3. Expiration. Unless extended as provided for herein, this Agreement shall naturally expire on the Completion Date. 4.4. Payment Upon Termination. Upon a termination of this Agreement, the City shall pay to the Vendor the part of the Compensation which would otherwise be payable to the Vendor with respect to the Services which had been adequately completed as of the date of termination, less the amount of all previous payments with respect to the Compensation. 4.5. Termination by Vendor: Vendor may terminate this Agreement only upon the substantial breach by the City of a material provision of this Agreement including failure to pay. 4.6. Termination for Convenience: The City may terminate this contract in part or in whole upon written notice to the Vendor. The Vendor shall be paid for valid services under this Contract up to the time of termination, to include: 4.6.1. For completed and acceptable work executed in accordance with the terms of the agreement prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such 6 work; 4.6.2. For expenses incurred prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the contract documents in connection with uncompleted work, plus fair and reasonable sums for overhead and profit on such expenses; 4.6.3. For all claims, costs, losses and damages incurred in settlement of terminated contracts with subcontractors, suppliers and others, and; for reasonable expenses directly attributable to termination. 4.7. Termination by Either Party. In the event of termination of this Agreement by either the City or the Vendor, both agree to the following: 4.7.1. City shall destroy the software as defined in the Software License and Support Agreement(s), together with all copies, modifications and merged portions, or 4.7.2. Return the software together with all copies, modifications and merged portions to Vendor, or 4.7.3. City may continue to use the software with the permission of the Vendor, with no expectation of continued maintenance, support, update, or upgrade. 4.7.4. In cases referenced according to items above in this section, Vendor shall certify in writing that all proprietary information, data, schema, or documentation belonging to City have either been returned to Licensee or destroyed and vice versa. 5. General Provisions 5.1. Nondiscrimination by the Vendor. The Vendor represents and agrees that the Vendor, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, Vendor, employee, or applicant for employment because of race, religion, color, sex, handicap, national origin or any other protected classification under federal or state law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 5.2. City’s Rights to Employ Other Vendors. The City reserves the right to employ other Vendors in connection with this Project. 5.3. Conflicts of Interest; Prohibited Interests. Vendor maintains and warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 5.4. Subcontracting. The Vendor shall not subcontract any portion of the Services except as expressly stated herein, without prior written consent of the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 5.5. Temporary suspension or delay of performance of contract. To the extent that it does not alter the scope of this agreement, the City may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Vendor under this agreement. In the event of such work stoppage or delay, the Vendor’s fees and schedules may need to be equitably adjusted. 5.6. Defective Pricing. To the extent that the pricing provided by Vendor is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 5.7. Specified Excuses for Delay or Non-Performance. Vendor is not responsible for delay in performance caused by reasons beyond its reasonable control, including but not limited to hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted, subject to review and approval by Augusta, Georgia and Vendor. 7 5.8. Waiver. No waiver of any default shall constitute a waiver of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by other parties shall give the other any contractual right by custom, estoppel, or otherwise. 5.9. Notices. All notices required hereunder shall be given in writing to the following addresses or such other addresses as the parties may designate by written notice: Originals to Augusta, GA: Augusta, Georgia c/o Office of the Administrator 530 Greene Street, Room 801 Augusta, Georgia 30901 Telephone: (706) 821-2400 Copies to: Augusta, Georgia c/o Director of Information Technology 530 Greene Street, A-101 Augusta, Georgia 30901 Telephone: (706) 821-2522 Fax: (706) 821-2530 Originals to MCCi, LLC: MCCi, LLC PO Box 2235 Tallahassee, FL 32316 Notice shall be deemed received as follows, depending upon the method of transmittal: by U.S. Mail, certified, return receipt requested, as of five (5) days after deposit in the U.S. Mail. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 5.10. Authority to Enter Agreement. The Vendor has all requisite power and authority to conduct its business and to execute, deliver and perform all of its obligations under this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to enter into this Agreement so as to bind each respective Party to perform the conditions contemplated herein. 5.11. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. The parties agree that any provision that is held invalid or unenforceable shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. 5.12. Time is of the Essence. Time is of the essence in this Agreement, and all parties agree to execute all documents and to proceed with due diligence to complete all covenants and conditions set forth herein. 5.13. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between the City and the Vendor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior 8 Court of Richmond County, Georgia. Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 5.14. Entire Agreement. This Agreement contains the entire agreement of the City and the Vendor, and supersedes any prior or written statements or agreements between the City and the Vendor. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both Parties. 5.15. Binding on Assigns. Each and all of the covenants and conditions of this Agreement shall be binding on, and shall inure to, the benefit of the successors and assigns of the respective parties. 5.16. Captions. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement. 5.17. Construction. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language in all parts of this Agreement shall be construed simply, according to its fair meaning and not strictly for or against any party. 5.18. Cooperation/Further Acts. The Parties shall fully cooperate with one another in attaining the purposes of this Agreement. In connection therewith, the Parties shall take any additional further acts and steps and sign any additional documents as may be necessary, appropriate and convenient to attain the purposes of this Agreement. 5.19. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 5.20. Incorporation of Exhibits/Appendices. All Exhibits, Addenda, Responsive Proposals, Attachments, Insurance Certificates, Performance Bonds, Fee Schedules, including the original project Request for Proposals (Augusta RFQ 14-157) constitute a material part hereof, and are hereby incorporated into the Agreement by reference as though fully set forth herein. The terms “Appendix”, “Attachment”, “Exhibit”, and “Schedule” shall be synonymous for purposes of this agreement. 5.21. References. All references to the Vendor shall include all personnel, employees, agents and sub-Vendors of the Vendor. 5.22. Go-Live. “Go Live” shall be the date on which the software is placed into operational use by the Customer. 5.23. System Acceptance. “System Acceptance” as used herein means the date on which all of the following events have taken place: 5.23.1. Thirty (30) calendar days have passed since “Go-Live”. 5.23.2. All System Requirements of Vendor’s software as defined in Augusta RFP 14-157 have been successfully completed or arrangements have been made to complete them at a later date. The demonstration of the delivered solution meeting all System Requirements is the Vendor’s right and responsibility. In the event that arrangements have been made to complete some of the System Requirements at a later date, this must be with the written approval of the Director of Information Technology and the Chief Official of the customer department or office, whose operations would be impacted by the inability of the Vendor to fully implement their software. Such delays may be subject to liquidated damages, at the discretion of the City, described in Item 5.24 below. 5.24. Liquidated Damages. For each day past the “Go Live” date that the Vendor has not delivered a product suitable for business use, there shall be a penalty of $100 per day. City agrees to submit to Vendor, in writing, any issues that may impact the “Go Live” that are believed to be the Vendor’s responsibility and may therefore increase the likelihood of a penalty being invoked. City shall identify these issues as soon as possible so that corrective action can be taken by Vendor. The penalty shall not apply under the following circumstances: 5.24.1. The Go Live date was extended or moved by mutual consent of City and Vendor. If the Go Live date is extended or moved by written mutual consent of both parties, then penalties will accrue beginning on the new Go Live date. 9 5.24.2. City did not meet requirements or objectives required in order to facilitate Go Live as scheduled (including failure to order equipment that was the City’s responsibility to order, or failure to set up said equipment). Such failure by the City must be documented in writing by Vendor as soon as possible so that corrective action can be taken. 5.24.3. City failed to notify Vendor of additional requirements which, when identified, impacted the Go Live date of the project. Such failure by the City must be documented in writing by Vendor as soon as possible so that corrective action can be taken. 5.24.4. Delays or work stoppages caused or requested by the City or with respect to any delay caused by reasons beyond the reasonable control of the Vendor, including but not limited to acts of God and extreme weather, power outages, war, terrorism, or governmental order. 5.24.5. If said penalties are enacted, all penalties will become due and payable upon failure to meet the Go Live date and shall accrue until paid in full. Additional services and/or licenses may be accepted as payment provided that this type of restitution is acceptable to the City. 5.24.6. This Section is an alternative to the provisions in Section 4 regarding default or termination of Vendor. The parties agree that these provisions for liquidated damages are not intended to operate as penalties for breach of Contract but are an alternative to seeking breach of contract damages. If liquidated damages are sought, the County will not seek breach of contract damages and vice versa. 5.25. Hold Harmless. Except as otherwise provided in this agreement, Vendor shall indemnify and hold harmless Augusta, GA, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including reasonable defense attorneys’ fees, to the extent caused by the negligent performance of its Work. 5.26. Prohibition Against Contingent Fees. The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Vendor for the purpose of securing business and that the Vendor has not received any non-City fee related to this Agreement without the prior written consent of the City. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 5.27. Foreign Corporations. In the event that the Vendor is a foreign corporation, partnership, or sole proprietorship, the Vendor hereby irrevocably appoints the Georgia Secretary of State as its agent for service of all legal process for the purposes of this agreement. 5.28. Georgia Prompt Pay Act Not Applicable. The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 5.29. Change Order Acknowledgment. “Contractor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Contractor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Contractor. Contractor assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing 10 contracts. 5.30. E-Verify Requirements. All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with OCGA § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in OCGA § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with OCGA § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 5.31. Right to Inspect Premises. Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of Vendor or any subcontractor of Vendor or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 5.32. Local Small Business Language. In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. 5.33. Precedence of Documents. For the resolution and interpretation of any inconsistencies in this Agreement and/or the Exhibits or Attachments hereto which are incorporated herein by this reference, the terms and conditions of this Agreement shall take precedence over any Exhibits or Attachments hereto and any inconsistency between the Exhibits and Attachments will be resolved by the priority in which they are listed as Exhibits. 5.34. Survival. The following sections, along with any other provisions which by their terms survive, shall survive the expiration or termination of this Agreement. 5.34.1. Section 1.15 - Confidentiality 5.34.2. Section 1.18 – City Network Integrity and Security 5.34.3. Section 4 - Termination 5.34.4. Section 5.13 - Governing Law and Venue 5.34.5. Section 5.25 – Hold Harmless 5.34.6. Appendix F – Vendor Network Access Policy 11 Signatures Wherefore the above referenced parties have caused this agreement to be executed in two originals by and through their duly authorized officials: MUICIPAL CODE CORPORATIO By:______________________________________ AUGUSTA, GEORGIA By:_________________________________ Name:____________________________________ Name: Title:_____________________________________ Title: Mayor Date:_____________________________________ Attest: _____________________________________ Lena J. Bonner, Clerk of Commission Date:_________________________________ 12 APPEDIX A – MCCI SERVICE AGREEMET LASERFICHE SOFTWARE UPGRADE When software is upgraded, the old copy of the software must be returned and will no longer be a valid copy. Proof of previous purchase is required to receive upgrade. Upgrade credit applied towards new purchase is 100% of original software purchase price. The difference between the new system (server, full and retrieval users) price and the old system (server, full and retrieval users) price must be greater than or equal to 10% of the new system price. Otherwise, a minimum software upgrade adjustment will be applied to comply with the 10% price difference requirement. One year of Laserfiche Software Assurance Plan (LSAP) must be purchased for new products when upgrading. LSAP of the original product will not be credited. However, remaining months of LSAP can be applied towards the new purchase of one year of LSAP for the new products. To receive software credit for prior versions of software, the client must have an active LSAP (support/maintenance, that has not expired). SOFTWARE ASSURACE PLA (SAP) MCCI is your VAR of Record therefore is the sole provider of additional Laserfiche Software and your Laserfiche Software Assurance Plan renewals. Software Support is provided by MCCi and the manufacturer. MCCi acts as 1st tier support and works with the manufacturer at a 2nd tier level when needed. MCCi’s Software Assurance Packages include: Access to software point release updates, Telephone or E-Mail support for software related issues, 24-hour FTP and web site access, technical bulletins and newsletters. Adjustments in annual support rates may be made to coincide with current U.S. inflation rates – any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. Annual support payment is due in advance of the date of renewal. Reinstatement fees may apply if payment is received more than 30 days after the date of renewal if Customer has not initiated its internal administrative approval and/or payment purchase procedures. Customers may contact MCCi support via MCCi’s Online Support Center, email (support@mccinnovations.com), or telephone 866-942-0464. Support is available Monday-Friday (excluding major holidays) from 8:00 a.m. – 5:00 p.m. local time in the Continental U.S. LASERFICHE RIO SHARED SERVICES PROVISIOS The host entity is the owner of the Laserfiche licensing and registered as such with MCCi and Laserfiche corporate. For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing is non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are utilizing its Laserfiche Rio Platform, and for being the main point of contact for support provided through MCCi. SERVICE LEVEL AGREEMET (SLA) MCCi’s SLA is offered in addition to the Software Assurance Package. It is required in some circumstances, and offers the customer escalated response times depending on the severity of the support issue, as well as extended support hours and many other additional benefits. The SLA documentation is readily available upon request. MCCi SOFTWARE CUSTOMIZATIOS The customer may elect to contract with MCCi to customize the standard software. As standard software is upgraded, any customizations performed will require support in the form of updating through our Integration Support Assurance Program (ISAP). ISAP must be current to receive updates to the integration at no additional charge. Otherwise current hourly rates will apply. Upgrades to existing programs, or the acquisition of new programs from vendors other than MCCi, may have an effect on customizations made to the software by MCCi. MCCi will not be held responsible if upgrades or changes made by the customer or another vendor or application preclude the operation of MCCi’s customizations. TEST/EVALUATIO SOFTWARE Purchases of test and/or evaluation software are based on access time periods needed rather than perpetual software licensing. CLIET SOFTWARE CUSTOMIZATIOS 13 The client may also choose to customize their software internally, without MCCi’s help. MCCi is not responsible for any damages caused by the user’s customization of the software. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates to the software may affect any customizations made by the user. If MCCi’s help is required to correct/update any customizations made by the client, appropriate charges will apply. CLIET IFORMATIO TECHOLOGY ASSISTACE In order for MCCi to excel in customer service, the client must provide timely access to technical resources. The client must provide adequate technical support for all MCCi installation and support services. If the client does not have “in-house” technical support, it is the client’s responsibility to make available the appropriate Information Technology resources/consultant when needed. SOFTWARE ISTALLATIO MCCi will install all software outlined herein. If additional software is needed to bring the site up to specifications, customer will be billed accordingly. SITE PREPARATIO The Client site should be ready for installation according to specifications outlined within the Hardware section. If site is not prepared and results in cancellation, delays, or rescheduling of an installation after MCCi has made travel arrangements, the client may incur expenses due to circumstances such as non-refundable airline tickets, training/install charges, hotel reservations, rental cars, etc. ADDITIOAL SERVICES As an additional service/product under this contract, MCC and MCCi can provide the following: · Electronic Agenda and Legislative Management (Legistar). MCCi offers Legistar Software and related services which provides electronic automation and creation of Agendas. · Document Scanning Services (DDi). MCCi offers scanning, indexing and integration of hard copy documents with Laserfiche Software to provide the Client with the most powerful index retrieval search engine available with the following features: intuitive browse window, index cards, and fuzzy logic. · Contract Management Software (Contract Assistant). MCCi offers the Contract Assistant Software (developed by Blueridge Software) which is a web based solution designed to provide control and automation of the contract management process. · Code Supplementation and Codification Services (MuniCode). Municipal Code Corporation offers supplementation of existing Codes, Codification of Ordinances and Recodification of existing Codes. Our optional services include legal review, republishing, editorial and index work and electronic options (CD, Internet). · Utility Billing Services (MuniBills). MCCAdvantage offers billing, statement and remittance processing services as an additional benefit under this agreement. MCCAdvantage, a subsidiary of MCC, can provide the client with design, printing and mailing services for customer billing/statements of all types. These services also include remittance payment options, software and other billing solutions. AGREEMET EXTEDED TO OTHER GOVERMETAL UITS MCCi agrees to allow any other Government agency to purchase items, at the same terms, conditions and pricing as this contract during the period of time that this contract is in effect. Minor changes in terms and conditions may be negotiated by MCCi and participating Government agencies. Any orders issued against this agreement shall be the sole responsibility of the Government agency placing the order. It is understood that the Client shall incur no financial responsibility in connection with any purchase by another Government agency. TRAVEL EXPESES If the client cancels or reschedules an installation after MCCi has made travel arrangements, travel expenses may be incurred due to circumstances such as non-refundable airline tickets, hotel reservations, rental cars, etc. If client cancels within two weeks of scheduled event, client shall incur no cost. 14 LIMITED LIABILITY In no event shall MCCi’s total liability to the client exceed the project fees paid to MCCi by the client. FORCE MAJEURE Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control. CLIET FIACIAL SOLVECY/BAKRUPTCY MCCi may require payment in advance for products and services in response to learning of financial solvency or bankruptcy issues. O HIRE CLAUSE Client and MCCi agree that during the period that this agreement is in force, including extensions or modifications thereto, and for an additional 12 months following this period, neither Client nor the MCCi will actively recruit, or solicit employees or independent contractors of either company, or the employees of any of the other Subcontractors; who are on active payroll status and are currently participating in this Program, without the prior written approval of the party whose employee or independent contractor is being considered for employment. This does not prohibit any employee from responding to or pursuing employment opportunities through normal media channels, i.e. newspapers, professional journals, etc. so long as it is not related to this particular program and that it is not an attempt to avoid the intent of the above restriction. If, during the term of, or within (12) months after the termination of the performance period of this agreement, client hires directly, or indirectly contracts with any of MCCi’s personnel for the performance of systems engineering and/or related services hereunder, client agrees to pay MCCi 125% of the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from service with MCCi. 15 APPEDIX B – TETATIVE PROJECT BILLIG AD IMPLEMETATIO SCHEDULE Event Projected Completion Date* Status Selection of Vendor July 2014 Contract Negotiation July – Dec 2014 Approval of Contract by City Attorney Dec 2015 Administration / Commission Approval Jan 2015 Contract Signing Jan 2015 Delivery 2nd Quarter 2015 Initial Billing for Software Licenses (100% of License Cost) 2nd Quarter 2015 Billable upon Delivery Installation 2nd Quarter 2015 Training 2nd Quarter 2015 Implementation (Go Live) 2nd Quarter 2015 Will be scheduled pending arrival of equipment that must be ordered by Augusta IT and installation of infrastructure and equipment as needed. Implementation Billing (50% Non-License Software & Services) Billed at Go-Live Acceptance Testing Go Live + 30 calendar days System Acceptance At completion of acceptance testing Pending completion of system requirements Final Billing (50% Non-License Software & Services) 2nd Quarter 2015 Billable upon System Acceptance by Augusta *All dates are subject to change based upon actual approval date by Augusta Commission as well as mutual agreement of Augusta and Vendor. 5 APPEDIX C: PROJECT COST & VEDOR SERVICES (FROM MCCI PROPOSAL FOR RFP 14-157) See ORIGINAL PRICE PROPOSAL dated June 5, 2014 and incorporated herein by reference. 6 APPEDIX D: LASERFICHE SOFTWARE LICESE AGREEMET LASERFICHE SOFTWARE LICESE AGREEMET This Laserfiche Software License Agreement ("License Agreement") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long Beach, California ("Laserfiche"), and the party (referred to as the "Licensee") on whose server or systems the Software (as described in Section 1.A below) will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (THE "DOCUMENTATION"), LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF LICENSEE DOES NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER INTO LICENSE AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING THE AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed and markets document imaging, enterprise content management, and related software programs, solutions and products under the brand name Laserfiche®. B. Laserfiche Software includes confidential proprietary information and trade secrets of Laserfiche, which embody substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is 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 Software. 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. A. Description of the Software. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (c) "Stand-alone Software" that operates on a single computer; (d) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes; (e) “Distributed Computing Cluster Software” that allows distribution of processing work for certain Laserfiche application tasks onto other machines; and/or (f) "Plug-in Software Modules" that can be added to the previously mentioned Software packages. If a separate, express license applies to particular Laserfiche software, such as terms that accompany a software development kit or Laserfiche software designated for "application service provider" purposes, those terms will also apply. Otherwise, this License Agreement applies to Laserfiche Software described in one or more License Files (the "Software"), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as part of the processing of downloading the Software. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this License Agreement and the License Files which accompany the Software. B. Limitations and Requirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration 7 date(s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii.a Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software will be referred to as the "Server"), unless the applicable License File indicates that Licensee is acquiring a license to a Laserfiche Rio product. If a Laserfiche Rio product is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. ii.b If Licensee is acquiring a license to a Laserfiche Rio or a Laserfiche Avante software product, the license includes Distributed Computing Cluster Software if it is listed in the applicable License File. Licensee may operate one cluster unless a greater number of clusters is listed in the applicable License File (labeled as "instances") and then may operate up to the specified maximum number of clusters. If the License File specifies a maximum number of instances of the Distributed Computing Cluster Software (shown as the “MaximumInstances” of the “DCC” module section), Licensee may include no more than the specified number of machines running the Distributed Computer Cluster Software, referred to as “nodes,” across their clusters. A scheduler node will count as one instance. Licensee may only run those Plug-in Software Modules to the Laserfiche Distributed Computer Cluster Software specified in the applicable License File. If the License File specifies a maximum number of instances of the Plug-in Software Module (shown as the “MaximumInstances” of the applicable module section), Licensee may run the module on no more than the specified number of nodes across their clusters. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to a Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. v. If a License File indicates that the Software includes "named user connections," Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two principal types of named user connections: first, a named user connection capable of modifying a database governed by the Server (referred to as a "Named Full User" connection and listed in the License File as “NamedUserLimit” or “ReadWriteNamedObjectLimit”); and, second, a named user connection capable of only read-only access (referred to as a "Named Retrieval User" connection and listed in the License File as "named read-only objects" or “ReadOnlyNamedObjectLimit”). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read-write capabilities, which are listed in the License File. This third type of connection is referred to as “Restricted Named User” connection and is listed in the License File as “RestrictedNamedUserLimit,” and it has the additional capabilities listed in the License File in a section called “RestrictedUserFeatures.” Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. vi. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections may be shared among individuals. There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read-write users") and concurrent user connections capable of only read-only access (referred to as "Retrieval" connections and listed in the License File as "read-only users"). Once the maximum number of read-write or read-only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be 8 made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read-only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing"). vii. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read-only public portals"), which are intended to allow members of the public (referred to as “Public Users”) read-only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read-only CPU limit"), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles=1" in the License File), all connections through WebLink will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. ix. If a License File lists an expiration date, the Software referenced in the License File may not be run after that date. x. If a License File specifies one or more languages, then the Laserfiche user interface may only be run in those specified languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, Licensee consents to the transmission of this information. xiii. Add-ons and additional features that the Software can support may be used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third-party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, whether or not due to a defect in or malfunction of the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration," “Evaluation,” "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation, testing and/or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging content on a server in a production environment, such as loading content before or in conjunction with production use; (D) Laserfiche makes no warranties, representations or any other claims with regard to the Software's usability, reliability, performance, or overall quality; (E) Licensee will 9 indemnify and defend Laserfiche against any claim, suit, damages or other losses, including attorney’s fees and expenses, resulting from or related to the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice, analysis or feedback to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. Laserfiche’s rights to the feedback survive the termination of this License Agreement. xviii. If the License File lists the Standard Forms feature, then the forms features of Laserfiche may be used by Named Full Users. If the License File lists the Forms Portal feature, then Public Users may submit forms that initiate a forms business process, but Public Users may not participate in subsequent steps in the forms business processes, or create or configure forms or forms business processes, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are defined as Public Users for this purpose. If the License File lists the Forms Portal and Authenticated Participants (listed as "SubmitterUsers"), then users designated as Authenticated Participants may submit forms after authentication and may participate in forms business processes at steps after the initial submission. However, Authenticated Participants may not create or configure forms or forms business processes or otherwise use the forms features of Laserfiche. 2. Ownership of Software. The Software is licensed and is not sold. Laserfiche retains all rights to ownership of, and title to, the Software and Documentation (including all adaptations, copies and derivative works). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. During the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional period that the Software consists of confidential proprietary information or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in an effort to discover the source code, any confidential proprietary information, or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated in the Software or Documentation ("Laserfiche’s trade secrets or confidential information"), either directly or indirectly, to sell, market, develop or distribute any software product which competes with the Software; or (c) utilize the 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, developing or distributing any software product which competes with the Software; or (d) publish the Software for others to copy; or (e) utilize the 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 company to convert, any end user of the Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee must not remove any product identification, copyright legend or other notices from the Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche’s prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of the Software, such as for "application service provider" or for “Forms Portal users and Forms Authenticated Participants,” all users of the Software must be employees of Licensee or independent contractors who are contractually obligated to use the Software solely in the course of Licensee’s business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person that constitutes Licensee. Licensee must not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right granted by this License. The restrictions in this paragraph do not apply to read-only access by public users who utilize an authorized read-only Public Portal connection. 5. Term and Termination. This License Agreement will commence and terminate as follows: 10 A. The term of this License Agreement will commence upon Licensee's acceptance of this License Agreement and continue until terminated as provided in this License Agreement or until the expiration date of the Software described in the applicable License Files. In addition, if a License File contains an express expiration date applicable to particular Software, Licensee will have no further right or license to use such Software after the expiration date. Laserfiche may terminate this License Agreement for cause immediately following a breach of this License Agreement. Laserfiche may also terminate this License Agreement if Licensee violates, infringes or compromises any trademark, copyright, patent or trade secret of Laserfiche or any third party identified in the Software or Documentation, or interferes with any relationship between Laserfiche and any of its other Licensees, End Users, or authorized resellers of the Software. B. Upon termination of this License Agreement, Licensee must immediately cease all use of the Software and the Documentation and return to Laserfiche or destroy all versions and copies of the Software and the Documentation. Licensee must remove and uninstall all such programs and materials from all hard drives and other devices on which the Software or the Documentation may be found. C. The termination of this License Agreement will not terminate Licensee's obligations under this License Agreement, nor will 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 or waive any obligation which is intended to survive termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "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 SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. NO RESELLER, VAR, DISTRIBUTOR OR OTHER THIRD PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY WITHOUT THE EXPRESS PRIOR WRITTEN APPROVAL OF LASERFICHE. 7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL LASERFICHE OR ITS SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR 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 INFORMATION OR DATA, OR THE COST OF SUBSTITUTE EQUIPMENT OR SOFTWARE PROGRAMS, WHICH MAY BE SUSTAINED BY LICENSEE, OR BE SUSTAINED BY ANY PARTY OTHER THAN LICENSEE; NOR SHALL LASERFICHE OR ITS REPRESENTATIVES BE LIABLE FOR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. 8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, 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, WILL BE STRICTLY LIMITED TO THE ACTUAL AMOUNT LICENSEE OR SUCH THIRD PARTY PAID FOR THE DEFECTIVE SOFTWARE COMPONENT WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSEE OF THE THIRD PARTY FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF AN EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO CLAIM OR SUIT MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, MORE THAN ONE YEAR AFTER LICENSEE OR THE THIRD PARTY CLAIMANT DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS WHICH GAVE RISE TO THE CLAIM OR SUIT. THIS LIMITATION APPLIES EVEN IF THE DAMAGES AVAILABLE TO LICENSEE AND ANY SUCH THIRD PARTY DO NOT FULLY COMPENSATE THEM FOR ANY OR ALL OF THEIR LOSSES OR LASERFICHE WAS ADVISED IN ADVANCE OR 11 KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES. 9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation, and the use of such copy does not violate or breach any other term or provision of this License Agreement. 10. No Waiver. No failure by Laserfiche to exercise or delay in exercising any right, power, or privilege under this License Agreement will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise by Laserfiche of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 11. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 12. Governing Law. This License Agreement is be deemed to have been made in, and will be construed pursuant to the laws of, the State of California, as if all parties were residents of California and this License Agreement was to be wholly performed within the State of California. The parties agree that the United National Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 13. Jurisdiction and Venue. Each party consents to the personal jurisdiction of the California Superior Court and the United States District Court for the Central District of California. All judicial actions and proceedings will be conducted only in, and each party consents to exclusive venue in, Los Angeles County, California. This paragraph does not apply to any agency or official body of the United States of America or any foreign government, or to their respective state, regional and local government bodies and subdivisions if, and to the extent that, it is unenforceable under applicable law. 14. Entire Agreement. This License Agreement, including the License Files, any Readme file included with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, course of dealing, or usage of trade will override the written terms of this License Agreement. 15. Limitation on Actions. Any suit, claim, action or proceeding based on or related to this License Agreement, its terms, provisions or warranties, or arising out of its performance or breach, whether in contract or tort, must be instituted by Licensee against Laserfiche or its Representatives within one year after Licensee first discovers, or with reasonable diligence should have discovered, any one or more of the material facts or allegations upon which the action, proceeding or claim is based. Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action or proceeding. 16. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807, a California corporation dba Laserfiche. 17. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Licensee's performance of 12 this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 18. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should Licensee have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. (c) 2014 Laserfiche 13 Appendix E: SOFTWARE MAITEACE AGREEMET THIS AGREEMENT (hereinafter the "Agreement") is made this ______ day of ______________, 2014, (the "Effective Date") by and between Augusta, GA, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA U.S.A., 30901, (hereinafter “Augusta"), and MCCi, a Limited Liability Company and subsidiary of Municipal Code Corporation, with its place of business at PO Box 2235, Tallahassee, FL 32316, (hereinafter "MCCi"). Augusta and MCCi are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." WHEREAS, MCCi and Augusta have entered into a certain license agreement (the " Software and Services Agreement") pursuant to which MCCi agrees to license to Augusta a software system known collectively as the Forms Management System (hereinafter the "System") but composed of various components and modules from Compulink/Laserfiche, as specified in the License Agreement; WHEREAS, MCCI desires to maintain, and Augusta desires to obtain the maintenance of, the System on the terms and conditions hereinafter provided; NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties agree as follows: 1. In consideration of payments to be made by Licensee to MCCi as set out below, MCCi agrees to provide the following software maintenance services during the term of this Agreement: A. MCCi will maintain the Software so that it operates in conformity in all material respects in with the descriptions and specification for the Software set for in the Documentation referred to, and as defined in, the License Agreement. B. In the event that Augusta detects any errors or defects in the Software, MCCi will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance of the Software, during the hours of 8:30 AM - 5:00 PM EST, Monday through Friday, via a toll-free 800 number and email and/or a website / mobile application. There shall be no charge to Augusta for MCCi services in the correction of errors or defects in the Software. MCCi shall correct any nonconformance it has been properly notified of within a reasonable time not to exceed 10 business days. C. MCCi will send Licensee communications through various media on Upgrades, Updates, and New Products of the Software to the Licensee's address specified above. "Upgrades" are major enhancements to the Software reflecting a change in the underlying technology that drives the Software, and are not necessarily covered under the Annual Maintenance and Support Agreement. An "Update" is any change, new feature or enhancement to the Software that MCCi markets and licenses as part of their Annual Maintenance and Support fee. A "New Product" is a product not previously offered by MCCi. D. MCCi shall provide Augusta with Updates, as defined above, of the software at no cost to Augusta. E. Licensee shall be entitled to acquire a license to New Products at MCCi then prevailing license fees. F. Software Upgrades, Updates, and New Products will be sent on CDs, DVDs, remote uploads, or any other mutually-agreed upon transmission method with explanations, instructions and updated documentation where appropriate. MCCi will also make other installation developments, such as reports, interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee. 2. Annual Maintenance: Licensee shall pay an annual maintenance fee to MCCi as provided in Appendix C of the Software and Services Agreement. Annual increases shall not exceed 3% from the previous year Maintenance Cost. Maintenance costs on new software licenses acquired shall be applied at the same rate. 3. Additional Services: At the request of Augusta, and with the consent of MCCI, MCCI may also provide technical, operational or other assistance or consulting to Augusta in excess of the amount included as the Maintenance Services at MCCI's standard hourly rates then in effect. A. Such assistance shall be subject to written approval of Augusta and shall be performed in consultation with Augusta’s Information Technology Department so that any impact on performance of software and/or 14 hardware can be evaluated. B. Maintenance service shall not include, and Licensee shall pay extra for, any and all customization and training related to the application of customizations requested by Augusta. 4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to the Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as apply to the Software under the License Agreement. 5. Remote Access: Licensee shall, at MCCi's request, provide MCCi with the right of remote access to servers on which the Software is installed, upon adequate notification of the Licensee, so as to enable MCCi to monitor the operation of the Software, provided that MCCi has signed a Vendor Access Agreement with Augusta. 6. Invoices for Services: MCCi will invoice Licensee for services (including installation, customization, training and additional services not covered under annual maintenance) and related expenses on a monthly basis for such services performed and related expenses incurred during each month. 7. Confidential Information: The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement includes confidential and proprietary information (hereinafter the "Confidential Information"). Each party agrees not to disclose Confidential Information to third parties, without the prior written consent of the other party or pursuant to Court order. The parties agree that the Confidential Information does not include any information which, at the time of disclosure, is generally known by the public. MCCi acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.) MCCi shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. MCCi shall clearly mark any information provided to Licensee which Licensor contends is Proprietary Information. MCCi shall notify Licensee immediately of any Open Records request arising out of this contract and shall provide to Licensee a copy of any response to the same. The obligations of each party pertaining to Confidential Information and taxes shall survive the termination of this Agreement. 8. Precedence of Agreements: To the extent that there is a conflict between this agreement and the Software and Services Agreement, the latter shall be considered to have precedence over this agreement. 9. Initial Term: The initial term of this Agreement shall be for a period of one (1) year following the expiration of the warranty period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains licensed by MCCi to use the Software, unless earlier canceled in writing by either party at any time upon ninety (90) days written notice. If a software maintenance agreement is not initiated immediately after the warranty period, canceled or not renewed annually, there will be costs associated with software reconciliation with the issuance and a new software maintenance agreement with payment invoiced annually. 10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any delay or failure by such party in performing its obligations hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labor disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition beyond the control of such party; provided that such party notifies the other party of its inability to perform and the reasons therefore, with reasonable promptness; and performs its obligations hereunder as soon as circumstances permit. 11. Assignment: This Agreement, or any of the rights or obligations of MCCi created herein, may not be assigned by MCCi without Licensee's consent, which consent shall not unreasonably be withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of MCCi. 12. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the contract(s) between MCCi and Licensee as identified in the License Agreement, represents the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions or understandings between them in any way relating thereto. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall form a part hereof or have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the contract(s) identified in the License Agreement, the latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified except by later written agreement signed by both parties. 13. The following provision are subject to the language as addressed in the Software and Services Agreement: 15 A. Termination B. Governing Law C. Hold Harmless D. Prohibition Against Contingent Fees E. Georgia Prompt Pay Act Not Applicable F. Change Order Acknowledgment G. E-Verify Requirements H. Right to Inspect Premises I. Local Small Business Language 14. Notices: All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing thereof. Either party may change its address for notices by giving notice of such change as required in this Section. Originals to Augusta, GA: Augusta, Georgia c/o Office of the Administrator 530 Greene Street, Room 801 Augusta, Georgia 30901 Telephone: (706) 821-2400 Copies to: Augusta, Georgia c/o Director of Information Technology 530 Greene Street, A-101 Augusta, Georgia 30901 Telephone: (706) 821-2522 Fax: (706) 821-2530 Originals to MCCi, LLC: MCCi PO Box 2235 Tallahassee, FL 32316 16 SIGATURES Wherefore the above referenced parties have caused this agreement to be executed in two originals by and through their duly authorized officials: MUICIPAL CODE CORPORATIO By:______________________________________ AUGUSTA, GEORGIA By:_________________________________ Name:____________________________________ Name: ______________________________ Title:_____________________________________ Title: Mayor Date:_____________________________________ Attest: _____________________________________ Lena J. Bonner, Clerk of Commission Date:_________________________________ 17 APPEDIX F: VEDOR REMOTE ETWORK ACCESS POLICY AD PROCEDURES Purpose The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta and the vendor and to provide guidelines for the use of the network and computing resources associated with the remote connectivity in order to ensure the safety, integrity, and operability of Augusta Information Systems. Scope This policy applies to all Augusta systems, application and/or servers/devices requiring support by external vendors on behalf of Augusta. Definitions A Virtual Private Network (VPN) provides a secure network connection over the Internet between an individual and a private network (164 bit encryption). By utilizing the public Internet for data transport, VPN provides a low cost solution to remote access or connectivity. Policy A. Vendor Remote Access Request and Approvals All requests for remote access for vendors must be made in advance through the Project Leader responsible for the vendor. It is the Project Leader’s responsibility to ensure that the vendor has provided all of the required information in the proper format. All vendor remote access requests must first have the Assistant Director of the Business Application Services signature for approval as well as the Director of Information Technology. As part of the request and approval process, the technical and administrative contact within the vendor’s organization or someone at a higher level within the company will be required to read and sign the VPN Access policy form and any additional documents, such as the Augusta Non-Disclosure Agreement. Once Vendor Remote Access has been approved, it is valid until changes in this policy or technology make it necessary, in Augusta’s estimation, to require a new form to be filed. Remote Access will only be available to Vendors that have signed Annual Support and Maintenance Contracts with Augusta. B. Connectivity 1. The vendor will be required to use Augusta’s standard method for connecting to the network. The current standard method is Cisco’s VPN client. 2. The vendor will be given a unique user ID and password to authenticate the VPN access. The password may be subject to regular changes. 3. Only one person may be connected to the VPN at any given time. 4. Access will be restricted to only the servers located in IT that were approved for the vendor. 5. Access will be restricted to only the ports necessary for connectivity. 6. Access will not be open 24/7. The vendor must request access every time it is necessary and only during business hours of 8:30am – 5:00pm EST. Access outside of these hours may be requested but will need additional approval and will be handled on a case by case situation. C. Vendor Request Process 1. The vendor will contact the Project Leader to request access. 2. The Project Leader is responsible for logging the request for access and justification in the change control log. 3. The Project Leader will document reason for access and email Firewall Administrators to have the VPN opened. 4. A firewall administrator will open the VPN and notify the Project Leader via email that it has been opened. 18 5. Once the vendor has completed their work and the application has been tested, they will notify the Project Leader that the work is complete. D. etwork Security 1. Vendor will allow only the vendor’s employees approved in advance by Augusta to access the network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor Employees are not security risks, and upon Augusta’s request, Vendor will provide Augusta with any information reasonably necessary for Augusta to evaluate security issues relating to any Authorized Vendor Employee. 2. Vendor will promptly notify Augusta whenever any Authorized Vendor Employee leaves the Vendor’s employ or no longer requires access to the Network Connection. 3. Each party will be solely responsible for the selection, implementation and maintenance of security procedures and policies that are sufficient to ensure that (a) such party’s use of the Network Connection is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss, alteration or destruction. 4. Vendor shall notify Augusta in writing promptly upon a change in the user base for the work performed over the Network Connection or whenever in vendor’s opinion a change in the connection and/or functional requirements of the Network Connection is necessary. E. Protection of Augusta Private Information and Resources The Augusta network support group responsible for the installation and configuration of a specific vendor connection must ensure that all possible measures have been taken to protect the integrity and privacy of Augusta confidential information. At no time should Augusta rely on access/authorization control mechanisms at the vendor’s site to protect or prohibit access to Augusta confidential information. Augusta shall not have any responsibility for ensuring the protection of vendor information. The vendor shall be entirely responsible for providing the appropriate security measures to ensure protection of their private internal network and information. F. Audit and Review of Vendor etwork Connections All aspects of the vendor network connections up to, but not including Augusta firewall, will be monitored by the appropriate IT staff. Where possible automated tools will be used to audit tasks. Monthly reports should be generated on the authentication database showing the specific login entries. All vendor network connections will be reviewed on a quarterly basis and information regarding specific vendor network connection will be updated as necessary. Obsolete vendor network connections will be terminated following confirmation with the Project Leader that the connection is indeed obsolete. G. Augusta IT Security Augusta IT Security has the responsibility for maintaining related policies and standards. IT Security will also provide advice and assistance regarding judgment calls, and will facilitate information gathering in order to make a correct decision. H. Enforcement Any vendor found in violation of this policy will be subject to, but not limited to, loss of VPN privileges and other action up to and including dissolution of contract and/or legal action if Augusta systems are compromised. Vendor Signature SIGNATURE DATE 19 APPEDIX G: PERFORMACE BOD Performance Bond to be attached. 20 APPEDIX H: AUGUSTA, GA FORMS REQUIRED AT GO-LIVE The following forms are required to be completed at go-live. “Completed” in this context is defined as “able to be filled out online and submitted through workflow through approval chain and to storage in Laserfiche”. Finance · Budget Transfer Request (BTR) · Travel Expense Statement Report · Travel Advance Request Form · Mileage Reimbursement Form · Internal SPLOST Project Application Form Procurement · Sole-Source Justification Form · Bid Form Checklist IT · Cellular Phone Request Form · VPN Request Form · Website Modification Form Risk Management · Out of County Travel Notification · Incident Report Human Resources · Wellness Enrollment Forms · Employee of the Month/Year · Grievance Form · Letter of Warning · Request for Review/Appeal · Written Record of Verbal Reprimand · Written Reprimand DBE · Vendor Registration Form Augusta reserves the right to modify this list (including removal or addition of reports, provided that the total count does not exceed 20) prior to granting permission for development to begin. All forms designated as replacements for those on this list shall be similar in size, scope, and structure to the one(s) that it/they replace. Pre-Project Budget Planning Forms Management System Projected Cost Software and Services Section Total Item Units Unit Cost Cost United Standard Server Software -1 6,270.00$ (6,270.00)$ LF Full User -5 522.50$ (2,612.50)$ LF Retrieval User -30 209.00$ (6,270.00)$ Snapshot Plug In -5 95.00$ (475.00)$ Email Plug In -5 76.00$ (380.00)$ LF Scanconnect -4 156.75$ (627.00)$ Weblink -1 7,592.08$ (7,592.08)$ LF Advanced Audit Trail -1 7,592.08$ (7,592.08)$ Integrator's Toolkit -1 2,375.00$ (2,375.00)$ Existing Software Credit Total (34,193.66)$ Avante Server for MS SQL 1 6,000.00$ 6,000.00$ LF Full Named User 10 600.00$ 6,000.00$ LF Advanced Audit Trail, 20% Add On to All Named Users 10 120.00$ 1,200.00$ LF Scanconnect 5-pack 1 792.00$ 792.00$ LF Workflow 1 Included -$ 13,992.00$ Electronic Forms for Avante LF Forms, 10% Add on to All Named Users 10 60.00$ 600.00$ LF Forms Portal 2 9,595.00$ 19,190.00$ LF Forms Authenticated Participants 500 84.00$ 42,000.00$ Electronic Forms for Avante Total 61,790.00$ Web Tools for Avante Laserfiche Unlimited Public Portal for Dual CPU Machine 1 60,000.00$ 60,000.00$ Web Tools Total 60,000.00$ Laserfiche Integration Tools Integrator's Toolkit 1 3,250.00$ 3,250.00$ 3,250.00$ MCCI Professional Services Basic Onsite Training of software, per day 2 2,200.00$ 4,400.00$ LF Forms Training - Comprehensive 1 7,400.00$ 7,400.00$ MCCI Project Management Services 150 165.00$ 24,750.00$ MCCI Managed Services for Laserfiche 25 126.00$ 3,150.00$ MCCI Training Center for 100+ Users 1 5,180.00$ 5,180.00$ MCCI Professional Services Total 44,880.00$ Existing Laserfiche Software System Configuration (Software Credit) ECM Licensing for Avante (Enterprise Content Management) ECM Licensing for Avante Total Integration Tools Total Page 1 of 1 Pre-Project Budget Planning Projected Software and Services Cost 149,718.34$ Annual Maintenance for Software Described above will be $32,881.10. Projected Payment Schedule Payment Milestone Amount Software Licenses (due upon delivery)104,838.34$ Services (50% ) billed at Go-Live 22,440.00$ Services (50%) billed at Acceptance 22,440.00$ Project Total*149,718.34$ *This is the projected amount that will need to be funded through IT Capital and/or SPLOST Application Consolidation Funds Hardware Server Hardware Section Total Projected Server Cost (see servers below)60,000.00$ LF Forms Server (External) LF Forms/Audit/Workflow Server (Internal) Workflow Server Mass Document Storage SQL Server Hardware Cost 60,000.00$ The hardware cost will be absorbed as part of the overall upgrade of Augusta's hardware as part of an IT-TIG initiative in 2015. Page 2 of 2 RFP #14-157: Forms Automation and Workflow Management System Page 1 of 4 Response to Request for Proposal for Forms Automation and Workflow Management System Software, Consulting, Implementation and Technical Services RFP 14-157 Submitted to: The City of Augusta Opening Date: June 5, 11:00 a.m. ORIGINAL PRICE PROPOSAL June 3, 2014 Submitted by: A subsidiary of Municipal Code Corporation City of Augusta, GA RFP #14-157: Forms Automation and Workflow Management System Page 2 of 4 MCCi [PRICE PROPOSAL] This is a simple document no longer than three pages in length that describes your pricing model and provides a final price subject to any changes that might occur during contract negotiation. Please maintain clarity and provide options as you see fit that will best suit Augusta’s needs. Additionally, this should provide a cost breakdown by category (dollars per module, dollars per license, manhours to implement, customization cost, etc.). A Sample is provided below (items marked with a * are required on your proposal): Item Cost Software Cost* Indicate Per Seat Cost, Cost Per Module, Customization Costs (based on this RFP), Other as needed. $139,032.00 Less Existing Product Credits: $34,193.66 $104,838.34 Management/Implementation Cost* Include manhours, travel, lodging, meals, etc. $33,080.00 Training Cost* $11,800.00 Creation of Workflows and Forms from Existing Augusta Forms* Included in Management/Implementation Cost Annual Support (starting 2nd year)* $32,881.10 Hardware Costs Augusta reserves the right to purchase hardware from our own sources, but the vendor is asked to denote all of the equipment required to implement their solution so that Augusta IT staff can do hardware cost estimates. If specific equipment is necessary for your solution, please provide costs for those as well. Include Servers, Mobile Devices, or other equipment recommended for use with the vendor’s solution (bar code readers, scanners, digital cameras, etc.) Not Applicable Total $182,599.44 Proposals that do not comply with the above instructions may be disqualified. MCCi Response Complete pricing is presented in the following page. Please note that SLA pricing is not included in our response. Exception: Travel is included in our rates and not billed separately. City of Augusta, GA RFP #14-157: Forms Automation and Workflow Management System Page 3 of 4 MCCi Upgrade to Avante STATEMENT OF WORK Product Description: Qty. Cost Total EXISTING LASERFICHE SOFTWARE SYSTEM CONFIGURATION -53 United Standard Server Software *requires MS SQL -1 $6,270.00 ($6,270.00) LF Full User -5 $522.50 ($2,612.50) LF Retrieval User -30 $209.00 ($6,270.00) Snapshot Plug In -5 $95.00 ($475.00) Email Plug In -5 $76.00 ($380.00) LF Scanconnect *required for each scanner purchased/utilized -4 $156.75 ($627.00) Weblink -1 $7,592.08 ($7,592.08) LF Advanced Audit Trail -1 $7,592.08 ($7,592.08) Integrator's Toolkit -1 $2,375.00 ($2,375.00) Existing Software Credit Total -53 ($34,193.66) -53 ECM LICENSING FOR AVANTE ####### Avante Server for MS SQL 1 $6,000.00 $6,000.00 LF Full Named User Includes Snapshot, Email, and Workflow 10 $600.00 $6,000.00 LF Advanced Audit Trail, 20% Add On to All Named Users 10 $120.00 $1,200.00 LF Scanconnect 5-pack 1 $792.00 $792.00 LF Workflow 1 Included Included ECM Software Licensing Total ####### $13,992.00 ELECTRONIC FORMS FOR AVANTE ####### LF Forms, 10% Add on to All Named Users 10 $60.00 $600.00 LF Forms Portal *Allows form submission from unlicensed (public) users. Allows for connection to one application server. 2 $9,595.00 $19,190.00 LF Forms Authenticated Participants (500-999 Users) 500 $84.00 $42,000.00 Electronic Forms Total ####### $61,790.00 13992 WEB TOOLS FOR AVANTE ####### Laserfiche Unlimited Public Portal for Dual CPU Machine Includes Weblink and Unlimited Connections per Processor 1 $60,000.00 $60,000.00 Web Tools Total ####### $60,000.00 60000 LASERFICHE INTEGRATION TOOLS ####### Integrator's Toolkit 1 $3,250.00 $3,250.00 Integration Tools Total ####### $3,250.00 City of Augusta, GA RFP #14-157: Forms Automation and Workflow Management System Page 4 of 4 MCCi 3250 MCCi PROFESSIONAL SERVICES $1.00 Basic Onsite Training of software, per day Workflow training and installation excluded. Travel expenses included. 2 $2,200.00 $4,400.00 LF Forms Training - Comprehensive (see MCCi Advanced Implementation Services for details) 1 $7,400.00 $7,400.00 MCCi Project Management Services *Up to 150 hours • Installation of Laserfiche Forms • Upgrade to Laserfiche Avante • Installation of Laserfiche Workflow • Configuration for identified forms mentioned in the RFP. MCCi will work with the client to accomplish as much of the configuration as possible with the pool of hours available. 150 $165.00 $24,750.00 MCCi Managed Services for Laserfiche *Up to 25 hours 25 $126.00 $3,150.00 MCCi Training Center for 100+ Users 1 $5,180.00 $5,180.00 Professional Services Total $1.00 $44,880.00 Total Project Cost 1 $149,718.34 For budgetary purposes, the Client should include $32,881.10 in annual budget for renewal of LSAP, Managed Services, and the Training Center for the software quoted above. Request for Proposal Request for Proposals will be received at this office until Tuesday, May 27, 2014 @ 11:00 a.m. for furnishing: RFP Item #14-157 Forms Automation & Workflow Management System Software Consulting, Implementation, and Technical Services for Information Technology RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30901 RFP documents may be viewed on the Augusta Georgia web site under the Procurement Department ARCbid. RFP documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Friday, May 16, 2014 @ 5:00 P.M. No RFP will be accepted by fax, all must be received by mail or hand delivered. No RFP may be withdrawn for a period of 120 days after time has been called on the date of opening. Request for proposals (RFP) and specifications. An RFP shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the request for proposal including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark RFP number on the outside of the envelope. Proponents are cautioned that acquisition of RFP documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places the proponent at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle April 24, May 1, 8, 15, 2014 Metro Courier April 30, 2014 Revised: 8/15/2011 UNOFFICIAL VENDORS Attachment B E-Verify # SAVE Form Origina l 7 Copies Addendum 1-2 Fee Proposal MCCI P. O. BOX 2235 TALLAHASSEE, FL 32316 YES 42302 YES YES YES YES YES CARAHSOFT 12369 SUNRISE VALLEY DR. SUITE D-2 RESTON, VA 20191 YES 350308 YES YES YES NON- COMPLIANT YES The following vendor submitted a statement of "No Bid": PALMETTO MICROFILM SYSTEMS / 202 NORTH LAKE DRIVE / LEXINGTON, SC 29072 RFP Opening RFP Item #14-157 Forms Automaton & Workflow Management System Software Consulting, Implementation and Technical Services for Augusta, Georgia - Information Technology Department RFP Due: Thursday, June 5, 2014 @ 11:00 a.m. Page 1 of 1 Evaluation Criteria PTS MCCI P. O. BOX 2235 TALLAHASSEE, FL 32316 1. Ability to satisfy Technical Requirements 30 25 2. Ability to satisfy Software Requirements 30 25 3. Apparent User-Friendliness of the Software 30 25 4. Vendor Firm Stability 10 10 Phase 1 - Total 100 85 1 Cumulative Phase II Evaluation Sheet - RFP 14-157 Forms Automation & Workflow Management Sys Software for the City of Augusta - Information Technology Department Cumulative Phase II - Presentations (Ranking in order of preference - 1 being the number one choice) Phase II - Presentation Public Safety Committee Meeting 1/12/2015 1:05 PM Forms Management System Implementation Project Department:Information Technology Caption:Approve Contract with Municipal Code Corporation for the implementation of a Forms Management System for Augusta. RFP 14-157 Background:The Information Technology (IT) Department has explored options for implementing a system that will permit the city to replace existing digital forms and paper forms with an automated system that will assume most of the functions currently being handled by paper forms citywide. Currently, the city uses computer-generated forms from the web site and from various software platforms, but in many cases these forms must be printed and signed at some point before the results are actually re-entered into a computer. Technology is available that will permit Augusta government to load a form on a web site, permit a citizen or employee to enter information into a form via a desktop or mobile device, then submit that information through a workflow process which would take the form from entry to final storage in a document management system. Along the way the data would be reviewed and either approved or rejected by various persons, it could be updated to one of our other databases, and/or additional information could be attached to it. The benefit of such a system is that it would eliminate many of the paper transactions that take place in the government and replace them with a system in which documents can be tracked and searched. Likewise, it reduces dependency on printing, fax systems, interoffice mail, and email as mediums for the transmission of documents. In summary, a system such as this permits its users to know where documents are, who has them, when they were received, when they were approved, etc. Analysis:The IT Department released RFP 14-157 in the spring of 2014, seeking responsive bidders that could submit a proposal to provide a flexible forms and workflow management solution. A team composed of Finance, Procurement, and IT personnel selected Municipal Code Corporation Innovations (MCCi) as the vendor of choice. MCCi is the vendor which implemented our agenda system and they are also the vendor that supports our Laserfiche software in which our Clerk of Commission digital records are kept. MCCi proposes Laserfiche Forms as the solution that will meet our needs. Since Augusta already uses Laserfiche, an upgrade of the current Laserfiche software is included in the cost of this project so that we can utilize all the newer features available with the Laserfiche product. Besides the benefits described above, this system also standardizes most Augusta forms on one platform to ensure consistency of appearance and development process. It also provides the capability to force users to fill out forms completely so that forms which are improperly filled out cannot be submitted. Likewise, data from the forms can be used to populate other business systems in Augusta departments, so that data entry time is reduced by staff. Finally, the solution that MCCi proposes would permit access from the public and from within the city government, so it can be used for any form which the public needs to fill out in order to gain access to city services. The final disposition of all forms is the Laserfiche document management system, so a copy of each final form can be pulled for review as needed. Financial Impact:The cost for software and implementation services for this project is $149,718.34. Funds are available in IT Capital Funds and SPLOST VI Funds for Application Consolidation. The software will be installed on hardware (valued at $60,000) being procured through a separate IT hardware upgrade initiative. Alternatives:N/A Recommendation:Approve Contract with Municipal Code Corporation for the implementation of a Forms Management System for Augusta Funds are Available in the Following Accounts: IT Capital: 272015410.5424220 SPLOST VI: GL 328-01- 2110.5424220 REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission Master Solutions Agreement Page 1 of 13 May 13, 2013 MASTER SOLUTIONS AGREEMENT This Master Solutions Agreement is made and entered into on December 10, 2014 (the “Effective Date”). By and between and LOGICALIS, INC. 34505 W. Twelve Mile Road Suite 210 Farmington Hills, Michigan 48331 (“Logicalis”) AUGUSTA, GEORGIA 530 Greene St. Augusta, GA 30901 (“Customer”) Customer and Logicalis are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.” 1. DEFINITIONS As used in this Agreement: “Agreement” means this Master Solutions Agreement and all Statements of Work, schedules and attachments attached hereto or to or otherwise made a part of this Agreement. “Confidential Information” means any information furnished by Discloser to Recipient during the term of this Agreement, including, without limitation, pricing, methods, processes, financial data, lists, statistics, software, systems or equipment, programs, research, development, strategic plans, operating data, or related information of each of the parties and/or its or their customers and suppliers, concerning past, present, or future business activities of said entities. This Agreement is the Confidential Information of Logicalis. All other Confidential Information must be clearly designated as “Confidential.” Information provided orally will be considered confidential only if a written memorandum of such information clearly designated as marked “Confidential” is delivered to Recipient within thirty (30) days of the Disclosure. As to any particular Confidential Information, “Discloser” means the Party disclosing the Confidential Information and the “Recipient” means the Party receiving the Confidential Information. “Content” means information, software, Customer Data and other data including, without limitation, HTML files, scripts, programs, recordings, sound, music, graphics, and images that Customer or any of its Users create, install, upload or transfer in or through the Hosting Environment. “Customer Components” means the hardware, software and other products, and Content that Customer provides, including those specified in a SOW. “Customer Data” means all data and information about Customer’s business(es), customers employees, operations, facilities, products, markets, assets or finances that Logicalis obtains, creates, generates, collects or processes in connection with its performance of Services and is stored in any Logicalis repository. “Disclosure” means the release, publication, or dissemination of Confidential Information by a Party and excludes the release, publication, or dissemination of Confidential Information by a third party. “Hosting Environment” means Logicalis’ application hosting environment for the delivery of Services, consisting of, but not limited to, network, storage and server devices, software programs, applications network management devices, and other items specified in any Statement of Work. “PCR” means a project change request (change order) signed by both Parties authorizing a change in the scope of the Services. Master Solutions Agreement Page 2 of 13 May 13, 2014 “Required Consents” means any consents, licenses, or approvals required to give Logicalis, or any person or entity acting for Logicalis under this Agreement, the right or license to access, use and/or modify in electronic form and in other forms, including derivative works, the Customer Components and Content, without infringing the ownership or intellectual property rights of the providers, Logicalis, or owners of such Customer Components and Content. “Services” means the information technology services to be provided by Logicalis under this Agreement as specified in any Statement of Work. “Statement of Work” or “SOW” shall have the meaning ascribed to it in Section 2.1. “User” means any entity or individual that receives or uses the Services, or the results or products of the Services, through Customer. Any capitalized term which is defined in this Agreement shall have the same meaning when used in any Statement of Work, unless the language or context requires otherwise. SOW-specific definitions, if any, shall be included in the applicable SOW. 2. GENERAL 2.1. Agreement Structure. This Agreement contains general contractual terms for all information technology services to be provided by Logicalis. The specific information technology services that Logicalis will provide, applicable pricing and payment terms, service level agreement, if any, and other transaction-specific provisions will be agreed upon through statements of work to this Agreement (each a “Statement of Work” or “SOW”). Each SOW shall be signed by both Parties and will be deemed to incorporate all of the provisions of this Agreement by reference. Each SOW will be a separate agreement between Logicalis and Customer. 2.2. Order of Precedence. In the event of any inconsistencies between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall control. The Parties may specify in the applicable SOW that a particular provision of the SOW is to supersede a provision of this Agreement, in which case the superseding SOW provisions shall be applicable only to such SOW and shall be effective for such SOW only if such provision expressly references the applicable Section of this Agreement that is to be modified and clearly states that such provision supersedes the conflicting or inconsistent provision in this Agreement. 3. SERVICES 3.1. Scope of Services. Logicalis will perform the Services described in the applicable Statements of Work. 3.2. Designated Contact Persons. Each Party shall designate an individual who will be a primary point of contact for that Party and will have the authority to act and make decisions for that Party in all aspects of the Services, including PCRs. Customer shall make available all technical matter, data, information, operating supplies, and computer system(s), as reasonably required by Logicalis. Either Party may change its designated contact person by written notice to the other Party. 3.3. Changes. In the event Customer wishes to add additional programs, applications or data sources, systems servers, network devices of any kind (hubs, routers, switches), requests an expansion in the scope of the Services, or increases the network load in the Hosting Environment managed by Logicalis under this Agreement, then Customer shall present its request for such alterations of its network to Logicalis for scoping. No alterations will be permitted under this Agreement without a signed PCR. Master Solutions Agreement Page 3 of 13 May 13, 2014 4. FEES AND PAYMENT TERMS 4.1. Charges. Customer shall pay to Logicalis all recurring base monthly charges and non-recurring additional charges, for services, hardware or software not covered by the base rate at the rates and charges set forth on the applicable SOW or Customer quotation. The base monthly charge shall be billed prospectively on the 1st day of the month in which the Services are to be provided. Additional charges for services, hardware or software as the case may be, shall be billed on the last day of the month in which the charges are incurred or become billable. The stated charges are not subject to increase during the initial term of the SOW. 4.2. Reimbursable Expenses. Except as may otherwise be stated in the applicable SOW, Customer agrees to reimburse Logicalis all reasonable and customary out-of-pocket expenses, including, but not limited to, airfare, rental car, mileage, tolls, and lodging expenses, incurred by Logicalis in connection with the performance of services. Meal expenses shall be billed at Logicalis’ then-current per-diem amount. Travel time will be billed at one-half the on-site billable rate each way. Reimbursable expenses shall be invoiced on a monthly basis. Upon request by Customer, Logicalis shall provide copies of documentation for such expenses. Reimbursement for travel expenses shall not exceed the per diem for Augusta, Georgia as established by the United States Internal Revenue Service (IRS). 4.3. Invoices. All invoices shall be due and payable within thirty (30) days after the invoice date. Unless notified otherwise in writing, all invoices shall be mailed to the Michael F. Blanchard, Deputy Director of Information Technology at 530 Greene Street Annex 101 Augusta, Georgia 30901. 4.4. Taxes. The amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Customer shall pay all taxes levied and duties assessed by any authority based upon this Agreement, excluding any taxes based upon Logicalis’ income. This provision shall not apply to any taxes for which Customer is exempt and for which Customer has furnished Logicalis with a valid tax exemption certificate authorized by the appropriate taxing authority. 5. INFORMATION SECURITY 5.1. Security Measures. Logicalis will maintain commercially reasonable security measures that are designed to (a) ensure the security of the Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; and (c) protect against any unauthorized access to or use of the Customer Data. 5.2. Notification and Prevention Obligations. Upon becoming aware, Logicalis shall promptly notify Customer of any actual security breach in its Hosting Environment that may result in the unauthorized access to or disclosure of unencrypted Customer Data. This notification will state in reasonable detail the Customer Data at risk. Logicalis agrees to take all actions reasonably necessary under the circumstances to immediately prevent the continued unauthorized access of such information. Logicalis further agrees that in the event of a breach of confidentiality or security, it will work in good faith and cooperate with Customer to address the breach. Logicalis shall not be responsible or liable for any security breach caused by Customer. 5.3. Audits by Logicalis. Logicalis will conduct an annual Statement on Standards for Attestation Engagements, No. 16 (SSAE No. 16) or equivalent audit of its security measures. Upon Customer’s written request, Logicalis shall provide a copy of its most recent audit report. The report is to be treated as Confidential Information under this Agreement and remains the property of Logicalis. Master Solutions Agreement Page 4 of 13 May 13, 2014 5.4. Audits by Customer. Customer shall have the right to review Logicalis’ security measures prior to the commencement of the Services and thereafter on an annual basis during the term of this Agreement. Such annual review may include an onsite audit, conducted by qualified personnel, of Logicalis’ data centers in order to inspect the Hosting Environment to verify Logicalis’ compliance with this Agreement. The dates of any onsite audit shall be mutually agreed upon by the Parties. Customer shall be responsible for the entire cost of any onsite audit. Logicalis may charge Customer on a time- and-materials basis at the then-current standard time and materials rate for Customer audits and requests for information based on the length and detail of the audit/information requested. 6. OTHER CUSTOMER RESPONSIBILITIES 6.1. Acceptable Use. Customer agrees, and will ensure its Users agree, to act responsibly and not use the Logicalis Services for any illegal or unauthorized purpose including, but not limited to, hacking, phishing, spamming, identity theft, financial fraud, e-mail spoofing, virus distribution, network attacks, pirating software, harassment, using copyrighted text, sharing illegal software, and unauthorized use of images. Logicalis has the right to investigate potential violations of this Section. If Logicalis determines that a breach has occurred, then Logicalis may, in its sole discretion: (a) restrict Customer’s and Users’ access to the Services; (b) remove or require removal of any offending Content; (c) terminate this Agreement for cause; and/or (d) exercise other rights and remedies, at law or in equity. Except in an emergency or as may otherwise be required by law, before undertaking the actions in this Section, Logicalis will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail. Customer will promptly notify Logicalis of any event or circumstance related to this Agreement, Customer’s or any User’s use of the Services, or Content of which Customer becomes aware, that could lead to a claim or demand against Logicalis, and Customer will provide all relevant information relating to such event or circumstance to Logicalis at Logicalis’ request. Logicalis agrees to allow Customer complete and unrestricted access at all times to Customer’s software applications, devices, equipment hardware, and all Services- related license files so that Customer can audit its Users’ compliance with the terms of this Agreement. 6.2. Content. Customer is solely responsible for: (a) all Content including, without limitation, its selection, creation, design, licensing, installation, accuracy, maintenance, testing, backup and support; (b) all copyright, patent and trademark clearances in all applicable jurisdictions and usage agreements for any and all Content; (c) the selection of controls on the access and use of Content; (d) Customer agrees not to access the Hosting Service by any means other than through the interface that is provided by Logicalis for use in accessing the Hosting Service; and (e) the selection, management and use of any public and private keys and digital certificates it may use with the Services. 6.3. Required Consents. Customer shall obtain and keep in effect all Required Consents necessary for Logicalis to perform all of its obligations as set forth in this Agreement. Upon request, Customer will provide to Logicalis evidence of any Required Consent. Logicalis will be relieved of its obligations to the extent that they are affected by Customer’s failure to promptly obtain and provide to Logicalis any Required Consents. Logicalis will adhere to reasonable terms and conditions pertaining to Content as notified in writing to Logicalis. Logicalis agrees not to remove or alter any copyright or other proprietary notice on or in any Content without Customer’s consent. 6.4. Software. Customer authorizes Logicalis to determine whether or not software specified in any SOW is currently in place, operational and maintained and supported at the level required for Logicalis to perform the Services required under this Agreement. Customer grants Logicalis, at no charge, the right to use any Customer-owned or developed application software systems required by Logicalis to provide the Services specified in any SOW to Customer. 6.5. Capacity Planning. Customer is solely responsible for determining whether the Services, Hosting Environment, and related Content meet Customer’s capacity, performance, or scalability needs. Customer is responsible for planning for and requesting changes to the Hosting Environment and Services, including any additional capacity required to support anticipated peaks in demand that may significantly increase website hits, transaction volumes, or otherwise increase system resource utilization. Master Solutions Agreement Page 5 of 13 May 13, 2014 6.6. Customer Components. Customer is solely responsible for the selection, operation and maintenance of all Customer Components. 6.7. Security. Customer shall (a) use reasonable security precautions in connection with its use of the Services, i.e., maintain up-to-date virus scanning and operating system security patches and firewall protection; (b) Customer shall require each User to use reasonable security precautions, i.e., maintain up-to-date virus scanning and operating system security patches and firewall protection. In addition, Customer shall not take any action or install any software that may preclude or impair Logicalis’ ability to access or administer its network or provide the Services. 6.8. Encryption. Customer shall encrypt at the application level Confidential Information and all data that is considered sensitive data or that must be treated as confidential under state or federal law or under Customer's contractual obligations to others. This includes, but is not limited to, Social Security Numbers, financial account numbers, driver's license numbers, state identification numbers, Protected Health Information (as that term is defined in Title II, Subtitle F of the Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated there under) and Nonpublic Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm- Leach-Bliley) and regulations promulgated there under). 7. CONFIDENTIAL INFORMATION 7.1. Restrictions on Use; Non-Disclosure. Recipient agrees that it will use the same care and discretion to avoid Disclosure of any Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient agrees that it will not: (a) use the Confidential Information of Discloser for any purpose other than the purpose for which Discloser disclosed the information; or (b) disclose or reveal Confidential Information of Discloser to any person or entity other than its employees, directors, officers, agents and consultants who (i) have a need to know to further the purpose of this Agreement; and (ii) are subject to legally binding obligations of confidentiality no less restrictive than those contained in this Agreement. 7.2. Exceptions. The obligations set forth in Section 7.1 shall not apply to Confidential Information that: (a) before the time of its Disclosure was already in the lawful possession of the Recipient; or (b) at the time of its Disclosure to Recipient is available to the general public or after Disclosure to Recipient by Discloser becomes available to the general public through no wrongful act of the Recipient; or (c) Recipient demonstrates to have been lawfully and independently developed by Recipient without the use of or reliance upon any Confidential Information of the other party and without any breach of this Agreement. 7.3. Disclosures Required by Law. If Recipient becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, then Recipient shall notify Discloser of the requirement promptly in writing so that Discloser may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms hereof, then Recipient shall furnish only that portion of the information which Recipient is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information. 7.4. Disposal of Confidential Information. Upon termination of this Agreement or upon Discloser’s request at any time, Recipient agrees to promptly return to Discloser all copies of Confidential Information. If return is impossible as to any portion of the Confidential Information, then Recipient shall certify to Discloser promptly that all such Confidential Information of Discloser, including all copies thereof, has been totally and permanently destroyed. Logicalis will return to the Customer, all Customer Data in its possession at the date of termination in its then-existing format and on its Customer-supplied media. Any conversion of format or media performed by Logicalis in order to discharge its obligations under this Section shall be at Customer’s expense. Master Solutions Agreement Page 6 of 13 May 13, 2014 7.5. Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party will cause continuing and irreparable injury to the other’s business as a direct result of any such violation, for which the remedies at law will be inadequate, and that Discloser shall therefore be entitled, in the event of any actual or threatened violation of this Agreement by Recipient, and in addition to any other remedies available to it, to a temporary restraining order and to injunctive relief against the other Party to prevent any violations thereof, and to any other appropriate equitable relief. 7.6. Duration. The obligations set forth in this Section 7 shall apply during the term of this Agreement and for a period of one (1) year thereafter. 8. OWNERSHIP RIGHTS 8.1. Services. Logicalis retains all right, title, and interest in the Services and in all improvements, enhancements, modifications, or derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, and trademark. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and Customer agrees not to disclose such information to any third party without Logicalis’ prior permission. 8.2. Content. Logicalis acknowledges and agrees that all Content, including copyrights, trademarks, database rights and other intellectual property contained in such Content are owned or licensed by Customer. Customer grants Logicalis a license to store, record, transmit and display the Content solely to perform Logicalis’ obligations under this Agreement. 9. REPRESENTATIONS AND WARRANTIES 9.1. By Each Party. Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; (b) it is in compliance, and will continue to comply during the term of this Agreement, with all laws and regulations governing its possession and use of Customer Data and its provision or use of the Services; and c) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. 9.2. By Customer. Customer represents and warrants to Logicalis that: (a) it owns, or is a licensee of, having the right to sublicense, the Content and that Customer has the right to grant Logicalis the rights that Customer purports to grant in this Agreement; (b) Logicalis’ possession or use of the Content or Customer Data does not and will not infringe on, violate, or misappropriate any patent, trademark, or copyright, or misappropriate any trade secret or other proprietary right of any third party; and (c) it will not use, nor will it allow any third parties under its control to use, the Services for high risk activities, such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage. 9.3. By Logicalis. Logicalis represents and warrants to Customer that: 9.3.1. Industry Standards. The Services shall be performed in a good, workmanlike, professional and conscientious manner by experienced and qualified employees of Logicalis according to the generally accepted standards of the industry to which the Services pertain. For Services containing a deliverable, such Services will be deemed accepted by Customer if not rejected in a reasonably detailed writing within five (5) days of submission to Customer, or as otherwise identified in the applicable Statement of Work. In the event the Services provided by Logicalis are not in conformance with this warranty Logicalis will take the steps necessary to correct the deficiency at no charge to Customer. This is Customer’s sole and exclusive remedy for breach of this warranty. 9.3.2. Service Levels. The Services will meet the technical standards of performance or service levels, if any, set forth in the applicable SOW. Customer’s sole and exclusive remedy for any failure to meet the applicable technical standards of performance or service levels shall be as specified in the applicable SOW. Master Solutions Agreement Page 7 of 13 May 13, 2014 9.3.3. Staffing Placement Services: Logicalis warrants that any consultant provided to Customer will have the qualifications and hold the certifications represented to Customer by Logicalis. Logicalis makes no other representations or warranties with respect to the staffing placement Services to be provided. 9.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE INTERNET IS NOT A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF YOUR SECURITY, FOR WHICH LOGICALIS CANNOT BE HELD LIABLE. 10. INDEMNIFICATION 10.1. Indemnification by Logicalis. Logicalis will indemnify and hold harmless Customer and its officers, directors, shareholders, employees, agents, successors and assigns from any and all liabilities, damages, costs and expenses, including reasonable attorney’s fees and expenses, arising out of any claim, suit or proceeding (threatened or otherwise) made or brought by a third party against Customer or its officers, directors, shareholders, employees, agents, successors and assigns based upon (a) any breach by Logicalis of any of it representations and warranties under Section 9; (b) real property damage or personal injury, including death, directly caused by or sustained in connection with Logicalis’ performance under this Agreement; (c) any breach by Logicalis of Section 7 but only with respect to the Disclosure of Confidential Information and to the extent the Disclosure is the result of actions predominantly attributable to Logicalis; and (d) any breach by Logicalis of its obligations under Section 5. 10.2. Indemnification by Customer. Customer will indemnify, defend and hold harmless Logicalis and its officers, directors, shareholders, employees, agents, successors and assigns from any and all liabilities, damages, costs and expenses, including reasonable attorney’s fees and expenses, arising out of any claim, suit or proceeding (threatened or otherwise) made or brought by a third party against Logicalis or its officers, directors, shareholders, employees, agents, successors and assigns based upon (a) any breach by Customer of any of it representations and warranties under Section 9; (b) real property damage or personal injury, including death, directly caused by Customer; (c) any breach by Customer of Section 7 but only with respect to the Disclosure of Confidential Information and to the extent the Disclosure is the result of actions predominantly attributable to Customer; and (d) any breach by Customer of its obligations under Section 6.1 and Section 6.3. 10.3. Procedure. A Party having a right to indemnification under this Agreement (“Indemnified Party”) may, at its election, require the Party having an obligation to indemnify under this Agreement (“Indemnifying Party”) to defend any claim, suit or proceeding that is subject to indemnification under this Section 10, provided that the Indemnifying Party is notified promptly in writing of such claim and is given authority, information and assistance to handle such claim and to defend any suit or proceeding. In such a case, the Indemnifying Party will pay all damages and costs awarded against the Indemnified Party, including the amount that the Indemnified Party would consent to pay under any settlement involving such claims. The Indemnified Party, at its own expense, shall have the right to employ its own counsel and to participate in any manner in the defense against any claim for which indemnification is available under this Section 10. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of any such claim, suit or proceeding. In no event shall the Indemnifying Party make any settlement that involves a remedy relating to admission of liability by, injunctive relief against, or other affirmative obligations by the Indemnified Party without the Indemnified Party’s written consent. Master Solutions Agreement Page 8 of 13 May 13, 2014 11. LIMITATION OF LIABILITY 11.1. Limit on Types of Damages Recoverable. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST OR DAMAGED DATA, AND LOSS OF BUSINESS OPPORTUNITY) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, TORT, STRICT LIABILITY AND NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. 11.2. Limit on the Amount of Damages Recoverable. LOGICALIS’ LIABILITY TO CUSTOMER AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS FOR DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE LIMITED IN ALL CASES TO DAMAGES WHICH SHALL NOT EXCEED, IN THE AGGREGATE, FEES PAID BY CUSTOMER TO LOGICALIS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY FOR THE SERVICES THAT ARE THE BASIS OF THE PARTICULAR CLAIM AND UNDER THE APPLICABLE SOW. 11.3. Non-Managed Systems. Logicalis shall not be liable for any damages caused by services, systems, software, or other components that neither it nor its employees, agents or subcontractors furnish or manage pursuant to this Agreement. 12. TERM AND TERMINATION 12.1. Term 12.1.1. This Agreement. This Agreement shall commence on the Effective Date and remain in effect until terminated by either party as provided in this Section 12. 12.1.2. Statement of Work. The term of each SOW shall be as specified in that Statement of Work. 12.2. Termination for Convenience. Either Party may terminate this Agreement for convenience at any time upon written notice to the other Party. If there are any pending Statements of Work, termination shall be effective upon the expiration or termination of the last Statement of Work. If there are no pending Statements of Work, termination shall be effective upon receipt of the written notice. 12.3. Termination For Breach. Either Party may terminate this Agreement or any individual SOW in accordance with subsection 12.3.1 (in certain circumstances where an opportunity to cure must be provided) or subsection 12.3.2 (in certain circumstances where an opportunity to cure is not available): 12.3.1. Cure. If the other Party breaches any material provision of this Agreement or any SOW and fails to cure such breach within thirty (30) days of receipt of notice of such breach from the non-breaching Party (“Cure Period”). The notice from the non-breaching Party shall specify the basis on which the Agreement or SOW is being terminated, including a description of the breach and how the breach can be cured within the Cure Period. If the breaching Party fails to cure the breach within the Cure Period, then termination shall be effective on the thirty-first (31st) day following receipt of such notice by the breaching Party. Master Solutions Agreement Page 9 of 13 May 13, 2014 12.3.2. No Opportunity to Cure. If: (a) the other Party breaches any representation or warranty in this Agreement, subject to the limitation set forth in Section 9.3.2; (b) any representation or warranty is inaccurate, incomplete, false or misleading in any material aspect; or (c) the breach is of a type or nature that is not capable of being cured within such time period (such as, by way of example and not limitation, an obligation relating to Confidential Information). The notice from the non-breaching Party shall specify the basis on which the Agreement or SOW is being terminated, including a description of any breach. Termination shall be effective immediately upon receipt of such notice by the breaching Party. 12.4. Termination for Financial Insecurity. Either Party may terminate this Agreement and all SOWs upon written notice if the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization. Termination shall be effective upon receipt of the written notice. 12.5. Final Payment. Within thirty (30) days after any termination of this Agreement or individual SOW, Logicalis will submit to Customer a final itemized invoice for all fees and expense due and owing by Customer. Customer shall pay the invoice in accordance with Section 4.3. 12.6. Effects of Termination. Upon termination of this Agreement or an individual SOW and payment by Customer of the final invoice described in Section 12.5, Logicalis will, to the extent applicable: (a) Exercise reasonable efforts and cooperation to effect an orderly and efficient transition of Services to any successor provider identified by Customer; (b) Disclose to Customer all relevant information regarding the equipment, software and third- party vendor services required to perform the Services; (c) Make reasonable efforts to effect a transfer or assignment of relevant licenses or agreement(s) for software or any third-party services utilized exclusively to provide the Services to Customer; (d) At Customer’s option, either provide Customer with a full backup of the Customer Data in NetBackup format (including the encryption keys necessary to decrypt such media if such media is encrypted) or destroy such full backup; and (e) Expire all NetBackup catalog references to Customer Data. Any additional transition services requested by Customer shall be provided by Logicalis on a time and material basis. 12.7. Survival. Those provisions that by their nature should survive termination of this Agreement, will survive termination. Without limiting the generality of the foregoing statement, Sections 8 (Ownership Rights); 9 (Representations and Warranties); 10 (Indemnification); and 11 (Limitation of Liability) shall survive any termination of this Agreement. 13. MISCELLANEOUS 13.1. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform, which delay or failure is due to causes or circumstances beyond its control and without its fault or negligence, including acts of civil or military authority, national emergencies, labor strikes, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation or a general and/or city- wide power failure. Each Party shall use reasonable efforts to mitigate the extent of the aforementioned excusable delay or failure and their adverse consequences, provided however, that should any such delay or failure continue for more than thirty (30) days, the Agreement may be terminated without liability by the non-delaying Party. Master Solutions Agreement Page 10 of 13 May 13, 2014 13.2. Export Compliance. Each Party shall be responsible for compliance with all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations (15 CFR Parts 730-774) maintained by the United States Department of Commerce and that it is not relying on the other Party for any advice or counseling on such export control requirements. Customer shall be solely responsible for such compliance with respect to Customer Data and the Content that it provides to Logicalis. 13.3. Insurance. Each party will obtain and maintain in effect during the term of this Agreement, a policy or policies of comprehensive general liability, workers’ compensation, professional liability and other types of insurance each deems necessary to protect their individual interests from such claims, liabilities, or damages which may arise out of the performance of their respective obligations under this Agreement. For the avoidance of doubt, each party is solely responsible for insuring its personal property wherever located and each party acknowledges that neither of them will insure the property of the other while it is in transit or in the possession of the opposite party. 13.4. Waiver. The failure of either Party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights and the obligations of the Party with respect to such future performance and shall continue in full force and effect. 13.5. Agreement Binding On Successors. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assignees of the respective Parties. 13.6. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between Augusta, Georgia and Logicalis arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Logicalis, by executing this Agreement, specifically consents to venue and Jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 13.7. Relationship of Parties. The Parties hereto are independent contractors and this Agreement shall not create or imply an agency relationship between the Parties. Pursuant to and during the term of this Agreement, Logicalis may, from time to time, request that the Customer execute such instruments and documents appointing Logicalis an agent of the Customer for a specific limited purpose. An officer of Customer shall, in a timely manner, execute and deliver to Logicalis or the third party requiring the same, such instruments designating Logicalis as Customer’s agent to the extent required by Logicalis to manage and perform to Services provided by it under this Agreement. 13.8. Subcontractors. Logicalis may engage subcontractors to perform services under any SOW. Logicalis shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 13.9. Severability. In the event that any of the provisions of this Agreement are declared or held by a court of competent jurisdiction invalid, illegal or unenforceable, the unaffected portions of this Agreement shall be unimpaired and remain in full force and effect. In the event of such a ruling, the Parties shall negotiate in good faith a substitute for the provision declared invalid, illegal or unenforceable. 13.10. Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be sufficiently given if hand delivered or sent by first-class certified or overnight delivery mail, postage prepaid: Master Solutions Agreement Page 11 of 13 May 13, 2014 If to Logicalis: Logicalis, Inc. Attn: General Counsel 34505 W. Twelve Mile Road, Suite 210 Farmington Hills, MI 48331 With a copy to: Logicalis, Inc. Attn: Executive Vice President, Managed Services 9277 Centre Point Drive, Suite 400 Attn: Contracts Department West Chester, OH 45069 If to Customer: Tameka Allen, Director Information Technology Department 530 Greene Street, Annex 101 Augusta, GA 30911 With a copy to: Augusta, Georgia Office of the Mayor 530 Greene Street Augusta, GA 30901 A Party may change its address for notices by sending a change of address notice using this notice procedure. 13.11. Errors. Neither Party shall be held accountable nor incur any additional costs due to discrepancies, errors, omissions in documentation or other information supplied by the other Party. 13.12. Active Negotiations. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. 13.13. Captions. The descriptive headings of the Sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. 13.14. Amendments. No waiver of any right or remedy and no amendment, change or modification of the terms of this Agreement shall be binding on a Party unless it is in writing and is signed by the Party to be charged. 13.15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered an original but all of which together will constitute one agreement. 13.16. Publicity. Nothing contained in this Agreement shall be interpreted so as to permit Logicalis or Customer to publicize its business relationship with the other Party or the nature of the Services performed for Customer, without the other Party’s prior written consent. Master Solutions Agreement Page 12 of 13 May 13, 2014 13.17. No Solicitation of Employees. Each Party agrees that during the term of this Agreement, and for a period of one year after the termination or expiration of this Agreement, it will not solicit, without the other Party’s prior written consent, any person employed then by the other Party if such person became known to the soliciting Party through the relationship established pursuant to this Agreement. This prohibition will not apply to job opportunities posted on recruiting websites or in other publications in which one Party seeks to find candidates for open positions (absent direct solicitation and/or recruitment). 13.18. No Third Party Beneficiaries. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person or party other than the Parties. 13.19. Temporary suspension or delay of performance of contract. To the extent that it does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Logicalis under this agreement, provided however, Customer shall be responsible for all fees as a result of such delay or subsequent termination through the date of the delay or termination. 13.20. Defective pricing. To the extent that the pricing provided by Logicalis is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 13.21. Prohibition against contingent fees. Vendor is prohibited from directly or indirectly advocating in exchange for compensation that is contingent in any way upon the approval of this contract or the passage, modification, or defeat of any legislative action on the part of the Augusta, Georgia Commission. Vendor shall not hire anyone to actively advocate in exchange for compensation that is contingent in any way upon the passage, modification, or defeat of any contract or any legislation that is to go before the Augusta, Georgia Commission. 13.22. Right to Inspect Premises. Augusta, Georgia may, at reasonable times, annually or upon mutual consent of the parties, inspect the part of the plant, place of business, or work site of Vendor or any subcontractor of Vendor or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 13.23. Georgia E-Verify Requirements. All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with OCGA § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. Vendor agrees to provide their E-Verify number and to be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in OCGA § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. Additionally, Vendor agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia Vendor will secure from such subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with OCGA § 13-10- 91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. Vendor agrees to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services Master Solutions Agreement Page 13 of 13 May 13, 2014 13.24. Acknowledgement regarding contractual obligations of Augusta, Georgia. Vendor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Vendor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Vendors' provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that Vendor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Vendor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if Vendor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Vendor. Vendor assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts. 13.25. Entire Agreement. This Agreement, including all SOWs and all schedules, attachments, addenda, and/or other documents attached hereto or incorporated by reference constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty or agreement of the other Party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than those expressly stated in this Agreement. The parties have executed this Agreement as of the Effective Date. LOGICALIS, INC. By: Name: Eric Tilds Title: EVP and General Counsel Address: 34505 W. Twelve Mile Road Suite 210 Farmington Hills, MI 48331 Attn: General Counsel Email: legal.services@us.logicalis.com Ph: 248-957-5600 AUGUSTA, GEORGIA By: Name: Title: Address: Attn: Email: Ph: Statement of Work for Cisco UCCX Implementation for City of Augusta HR Consulting Prepared by Logicalis for City of Augusta To the attention of: Lisa Blackwelder 530 Greene St Augusta, Georgia 30911-4406 706 821-2542 Blackwelder@augustaga.gov December 10, 2014 City of Augusta Page 2 Logicalis, Inc. CITY7053462D December 12, 2014 Contents Section 1. Professional Services ........................................................... 3 Section 2. Solution Summary ............................................................... 3 Section 3. Scope of Work ..................................................................... 4 3.1. Tasks and Activities, Deliverables ......................................................................... 4 3.2. Project Management Services .............................................................................. 8 3.3. Out of Scope ......................................................................................................... 8 Section 4. Time and Materials Price Information .................................. 9 4.1. Estimated Hours and Pricing................................................................................. 9 4.2. Travel Expenses ................................................................................................... 9 4.3. Invoicing ................................................................................................................ 9 4.4. Limitation ............................................................................................................. 10 Section 5. Resource Scheduling .......................................................... 10 Section 6. Completion Criteria ........................................................... 10 Section 7. Customer Responsibilities .................................................. 10 Section 8. General Project Assumptions ............................................. 12 Section 9. Project Change Management Process................................. 13 Section 10. Terms & Conditions........................................................... 13 Section 11. Statement of Work Acceptance .......................................... 15 Section 12. Appendices ........................................................................ 16 Appendix A. General Information City of Augusta Page 3 Logicalis, Inc. CITY7053462D December 12, 2014 Section 1. Professional Services Logicalis will provide professional services on a time and materials basis to City of Augusta (“Customer”) under the terms and conditions set forth in this Statement of Work (“SOW”). Section 2. Solution Summary City of Augusta is currently on Cisco CUCM 8.6, Unity Connection 8.6 and UCCX 8.5 with WFO Compliance Recording on Cisco UCSC-C220-M3S hardware servers. City of Augusta plans to implement a new “HR” Queue on the existing UCCX systems with 15 agents/supervisors with Compliance Recording. SW license to be installed: Qty Product Description Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1-year software support contract. 1 L-CCX-85-ADDON- LIC CCX 8.5 ADDON - eDelivery LICENSES ONLY 1 CON-ECMU- CCX85A11 SWSS UPGRADES CCX-85-ADDON-LIC 15 L-CCX-85-A-P-LIC CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE 15 CON-ECMU- CCXAPLIC SWSS UPGRADES CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE 15 L-CCX-85-A-CR-LIC CCX 8.5 ADDON Compliance Recording Named Seat Qty 1 LICENSE 15 CON-ECMU- CCX85ACC SWSS UPGRADES CCX 8.5 ADDON Compliance Recording Named 1 L-CCX-85-E-PAK CCX 8.5 autoexpanded eDelivery PAK City of Augusta Page 4 Logicalis, Inc. CITY7053462D December 12, 2014 Section 3. Scope of Work 3.1. Tasks and Activities, Deliverables Based on the information provided, Logicalis will work on the following Tasks and Activities, to provide the Deliverables (if any) as part of the Cisco UCCX Implementation for City of Augusta HR project. Tasks and Activities: 1. Implementation Planning Logicalis will develop a written Design Validation and Implementation Plan (“DVIP”) for the project consisting of the following: · Conduct Discovery and Design Validation Sessions · Validation of the Bill of Materials against the Design Requirements · High Level Timeline · Special Considerations · Pre-Implementation Tasks · Implementation Details · Detailed Configuration Settings/Diagrams · Cutover Strategy · Test Plan · Fallback Plan A Customer representative will be required to participate during the DVIP phase to answer any project related questions and assist with the decisions that need to be made regarding the implementation. The findings of the DVIP will affect the project and may result in changes to the Bill of Material or the Scope of Work and the associated implementation time estimates and costs will increase or decrease accordingly, which will be reflected in a Project Change Request. 2. UCCX – New script for “HR” Queue Implementation City of Augusta plans to add a new queue to its existing UCCX systems to handle their “HR” calls. There are 15 agents/supervisors serving the “HR” queue. · 12 Agents will be configured on the UCCX systems related to the “HR” queue. · 3 Supervisors will be configured on the UCCX systems related to the “HR” queue. · Configuration of Skill Groups. · Configuration of IVR to play custom Customer hold message, play expected wait time and plays option to opt out of the queue and receive either a call City of Augusta Page 5 Logicalis, Inc. CITY7053462D December 12, 2014 back and/or leaves voice mail. · Configuration of IVR per designated call flow. · Configuration of UCCX to provide conditional routing based on time-of-day and holidays. If this is met then the caller will leave a voice mail. · Work flow time out period for the agents as needed. · Configuration of Cisco Agent Desktop for 12 agents. · Configuration of 3 Cisco Supervisor Desktops for Supervisors. · Configuration of 2 Historical reporting clients. · Configuration of the Real Time Reporting feature built-in to UCCX for the Supervisors. · Configuration of UCCX Server network backup. · Verify the “HR” queue is operational · Document all new equipment configurations as well as any equipment modified during the installation. · Perform a knowledge transfer of the installation to City of Augusta IT staff. · Perform post implementation support as needed. 3. WFO Compliance Recording Implementation City of Augusta plans to provide Compliance Recording capability to all 15 agents/supervisors who are severing the “HR” Queue. · Install the 15 Compliance Recording seat license on the existing WFO/Call Recording server · Install and configure Cisco Unified WFO Call Recording client on 15 agent PC and demonstrate operation · Verify Compliance Recording is operational 4. Acceptance Testing · Review the voice network functionality. · Logicalis will apply the acceptance testing criteria to the deployed solution. Any unacceptable results are corrected and documented. This criterion was developed during the Technology Meeting, reviewed, and accepted in the DVIP Documentation Acceptance phase of the project. · Document acceptance-testing results. · Sign-off on the acceptance-testing by both Logicalis and Customer at the completion of the testing phase. 5. Post Implementation/Cut-over Support A Logicalis consultant will provide post installation/cut-over support to ensure a smooth transition to the Cisco Contact Center. Logicalis will provide up to 8 hours of “day-1” cut-over support per installation. Additional, support can be purchased based City of Augusta Page 6 Logicalis, Inc. CITY7053462D December 12, 2014 on the individual requirements and would be in addition to the services included within this statement of work. Support tasks include: · Assist agents/supervisors with questions, concerns, or issues using the new call center. · Monitor the new environment for stability. · Troubleshoot any issues that arise related to the implementation and cut- over. 6. Training · HR Queue Agent Training Logicalis will provide up to four (4) hours UCCX Agent Training in the manner which best fits Customer’s needs. The training will include the following: · Call Flow Process · Agent Login to Cisco Agent Desktop · Cisco Agent Desktop environment (i.e. buttons, work flow, etc.) · Ready / Not Ready States · Reason Code for Not Ready · HR Queue Supervisor Training Logicalis will conduct a one (1) hour training session with Customer’s call center supervisors. This training will review all agent training as stated above as well as the following: · Cisco Agent Desktop for Supervisors · Agents states · Current agent call information · Call recording 7. Documentation Review and Final Presentation · Test & Acceptance criteria sign-off by Logicalis and Customer · Project completion and satisfaction survey sign-off by Logicalis and Customer Deliverables · As-Built Documentation o Equipment configurations o Equipment passwords o Call Queues, Scripts, Call Flows, etc. · Test & Acceptance Plan · Training Documents City of Augusta Page 7 Logicalis, Inc. CITY7053462D December 12, 2014 Customer Roles / Responsibilities · Customer will be required to provide a complete Supervisor/Agent overview with usernames, passwords, AD information, extension assignments, phone types, etc. · Logicalis will load and configure Agent Desktop software on up to two (2) customer provided PC’s or workstations. The remainder of the client software will be installed by the customer’s staff. · Customer is responsible for the procurement, installation, and testing of any structured cabling, patch panels, or patch cords required. · Circuit provisioning, circuit trouble-shooting, and Customer representation to carrier vendors will be the responsibility of Customer, although Logicalis may be contracted to assist with these tasks. · Customer is responsible for ensuring that all telecommunications circuits are installed and operational according to the functional specifications and dates required for the project. · Customer will be responsible for all product-shipping charges. This includes shipping from Logicalis’ facility to Customer’s facility, and shipping from the manufacturer to Logicalis’ facility. · E-911: In accordance with US regulations in multiple jurisdictions, Customer is solely responsible for providing accurate location information for each of its telephones within its multi-line telephone system to Customer’s Incumbent Local Exchange Carrier or other responsible Service Provider in order to ensure that the Automatic Location Information (ALI) database is updated and the processes used by public safety agencies can function properly when an emergency call originates from within Customer’s multi-line telephone system. Assumptions · The estimate provided assumes basis queuing and scripting requirements. Additional consulting time may be required for multiple queues or advanced scripting requirements and would be handled via the Logicalis change control process. · Signed acceptance of the DVIP document developed during Architecture & Design is required prior to commencement of implementation services. City of Augusta Page 8 Logicalis, Inc. CITY7053462D December 12, 2014 3.2. Project Management Services The assigned Logicalis Project Manager will be responsible for providing the following services: Project Management Planning · Project initiation phone call · Resource scheduling · High-level milestone timeline Execution · Product tracking, if applicable · Weekly project status call and email · Resource management and allocation · Project escalations Monitoring & Controlling · Project Deliverable review and delivery, as applicable · Scope management · Document Project Change Requests (PCRs), if applicable · Timeline monitoring Closing · Project Closure and Acceptance processing 3.3. Out of Scope All items not specifically included in the Scope of Work section of this document are out of scope. City of Augusta Page 9 Logicalis, Inc. CITY7053462D December 12, 2014 Section 4. Time and Materials Price Information 4.1. Estimated Hours and Pricing The Professional Services listed in the Scope of Work Section will be provided on a time-and-materials basis. Logicalis estimates that it will take the estimated hours of Professional Services listed in the table below to complete the Tasks and Activities and provide the Deliverables covered by this SOW. These services will be billed at the rate(s) listed below. The pricing in this SOW does not include taxes, if any, which will be Customer's responsibility. Tasks Hours Hourly Rate Amount Design/Implementation Planning 8 $187.50 $1,500.00 UCCX – “HR” Queue & CR Implementation, testing 36 $187.50 $6,750.00 "HR" Agent & Supervisor training 5 $187.50 $937.50 Cutovers and Testing (after hours) 2 $281.25 $562.50 Project Management 11 $170.00 $1,870.00 Total 62 $11,620.00 A minimum charge of 1 hour for off-site services and 4 hours for on-site services will apply. Should any work be scheduled outside of normal business hours (8:00 AM – 5:00 PM, Monday through Friday), or on a holiday, a 50% uplift to the hourly rate will apply. If the Tasks and Activities and Deliverables are not completed within the hours estimated, additional hours of Professional Services will be provided as specified in an executed Project Change Request. Please see the Project Change Management Process section below for details. 4.2. Travel Expenses Travel expenses will be tracked separately and billed directly to Customer. Travel expenses will include cost incurred from travel (airfare, rental car, mileage, tolls, and lodging). Meals, if any, will be billed at the per diem rate of $45. 4.3. Invoicing Logicalis will invoice Customer for Professional Services delivered in the Scope of Work Section on the basis of actual hours worked and subject to the minimums defined in this SOW. Invoicing will occur once per month at month end. City of Augusta Page 10 Logicalis, Inc. CITY7053462D December 12, 2014 4.4. Limitation Should the hours of Professional Services required to complete the Tasks and Activities or to provide the Deliverables exceed the estimate in Estimated Hours Section by more than 10%, Logicalis will not perform nor invoice for Professional Services in excess of the 10% limitation until and unless such additional services are agreed to in a Project Change Request approved in writing by the parties. Section 5. Resource Scheduling Within 10 business days of receipt of the signed SOW, Logicalis will discuss scheduling the delivery of these services. Section 6. Completion Criteria This project will be considered complete when either of the following criteria is met: 1. The Tasks and Activities specified and Deliverables specified in the Scope of Work are complete, or; 2. When the total number of hours of Professional Services delivered under this SOW reaches the number of hours of Professional Services permitted under the Time and Materials Price Information Section. Section 7. Customer Responsibilities Customer is responsible for providing and/or performing the following (as applicable to this project): 1. Provide timely access to people and information including, but not limited to, the following areas: a. Operations personnel knowledgeable of system and network administration and problem resolution flow. b. Applications knowledgeable personnel for the applications that will be running on the systems. c. Management personnel who are knowledgeable of the architecture of the project to resolve issues that occur during the project. These people shall be designated in advance and be readily available to the Logicalis consultants. To the extent possible, meetings will be scheduled in advance. However, access on an ad hoc basis may be necessary as work proceeds. 2. Ensured all sites are ready for equipment delivery. Customer is responsible for providing adequate and secure on-site storage for all product, equipment deliveries, staging and installation. 3. Ensure that any and all conditioned power (appropriate power rails and circuit breakers have been tested in the racks and cabinets where required), rack space, cable management, grounding points, air conditioning, carrier circuit installation, or other preparation work required to complete this SOW, has been completed prior to the implementation team’s arrival. City of Augusta Page 11 Logicalis, Inc. CITY7053462D December 12, 2014 4. Provide the specified/required floor/rack space, power and network connectivity for a single timely installation of the new hardware configuration. 5. If not included as part of this project, Customer has implemented a back-up power and backup data strategy that insures the availability of mission critical data and voice equipment, and applications. 6. Customer has identified and has access to the main communications area in the occupied building. Customer ensures that all carrier circuits that are intended to connect to Logicalis provided or re-programmed equipment has been fully tested, extended, identified/labeled, and subsequently proven to be suitable to carry voice and data network traffic. 7. If not included as part of this project, Customer has procured additional required software, hardware, network wiring, patch cords, uplink cables and/or additional network equipment in a timeframe that allows work to be completed and to meet project milestones. 8. The customer has assigned implementation technicians who are deemed capable and competent to follow the implementation plan with due care and skill, and authorized to signoff and approve the required parts of the implementation. 9. Unless specifically addressed in the SOW, the customer is expected to have all copper and fiber runs identified (clearly labeled with an accompanying structured cabling map/diagram). Improperly labeled (or no labels) on runs may require a Tone/Test and Tag Project Change Request and a Project Delay Fee. 10. Schedule and facilitate ‘down-time’ for systems and applications during certain periods during the project. 11. Provide appropriate work areas for Logicalis consultants when they are on-site. This includes a quiet work area, telephone access, printer access, Internet access, and fax access. 12. Provide all necessary security access to the locations where the work is to be delivered, as well as the passwords, equipment, etc. required to successfully complete this project. 13. Customer ensures that the work environment is free of hazardous materials and free from asbestos. Customer is responsible for supplying Logicalis with any information concerning safety issues and/or hazardous material for disclosure to all Logicalis and third-party employees working on the project. 14. Provide all the necessary support agreements for the software that is needed for the environment. 15. To have any and all licensing issues related to the movement of applications understood and resolved. New license key codes, if required, are obtained. 16. To have all application sources readily available in the event of having to reload applications from scratch. 17. If not included as part of this project, Customer shall have performed all required backups and/or data migrations of existing data prior to work being performed by Logicalis technical specialist(s), unless otherwise agreed to via a Project Change Request. 18. If remote access is required then Customer will allow VPN connectivity. If VPN connectivity is not permitted then a Project Change Request may be required. 19. Customer acknowledges that during the performance of services, Customer may be asked to download software as part of such services. In downloading such software, Customer affirms that it has received the software from Logicalis for use in its internal systems only and will use the software internally according to the City of Augusta Page 12 Logicalis, Inc. CITY7053462D December 12, 2014 instructions set forth by Logicalis. 20. Customer is responsible for obtaining all permits, licenses, and right of ways necessary for the completion of this project, including but not limited to building and city requirements. 21. Customer has finalized all contract negotiations with third-party suppliers for hardware, software, physical plant requirements, and/or additional network equipment. Customer will provide Logicalis with an updated list of all third-party contacts, as well as Customer’s assigned project coordinator and all contacts necessary to facilitate this SOW. 22. Any Customer and third-party vendor actions that either accelerate or postpone Logicalis project responsibilities may result in a change to the SOW and a subsequent Project Change Request. 23. Customer will communicate any issues or changes to both the original project plan or this SOW to Logicalis immediately upon discovery. 24. Customer acknowledges that it has five (5) business days after receipt of Project Closure and Acceptance (PCA) form to review the deliverables for the project and deliver to Logicalis the signed PCA, or alternatively, a written notification clearly describing a specific project element's failure to meet identified specifications. If Customer does not return the PCA or a written notice of nonconformity within such time period, the Project will be deemed accepted on the 6th business day after receipt of the PCA. Section 8. General Project Assumptions Several general project assumptions are included in this SOW. General project assumptions include but are not limited to: 1. Logicalis assumes Customer will procure and have readily available appropriate hardware, licenses for software products, and features that are applicable to this project. 2. If applicable, travel that is included in Logicalis projects is quoted assuming three (3) weeks advance notice. All travel expenses that are incurred with less than three (3) weeks' advance notice will be subject to price adjustments. 3. One or more Logicalis Representatives may perform work on-site during implementation. Customer agrees that a designated and responsible Customer representative will be present at all times when a Logicalis Representative is on-site. 4. All hardware, software, and licensing related to this project is readily available and in full working order (not necessarily configured) and has a copy of the correct OS image loaded, where applicable. 5. The project will involve some ‘knowledge transfer.’ The purpose of transfer of technology knowledge is to explain functionality provided by Logicalis’ Professional Services delivered for the Project and to provide a high level overview of how that functionality may be utilized by Customer. Knowledge transfer is not intended to replace the manufacturers’ formal instruction/classes. 6. Adequate staffing and project management is included in this SOW. If the Customer accelerates their timeline, additional staffing or overtime to meet the new deadlines may be required. Changes to the Customer's schedule must be communicated to the Logicalis Project Manager in writing within 24 hours of the change. City of Augusta Page 13 Logicalis, Inc. CITY7053462D December 12, 2014 7. All communication that affects the technical aspects of the project will be directed through the Project Manager or other appointed personnel. 8. Review meetings will be held at milestone points in the project. These meetings are intended to facilitate discussion regarding project timelines. The availability of Customer’s management and support personnel is critical to this project and Customer representation at these meetings is essential. 9. Following project completion, a non-emergency incident intake contact line is available at (248)232-5780 or (888)311-7822. Emergency calls should be directed to your Account Executive or if you have a Managed Service support contract (248)341-2500 or (877)963-8279. Should any of the above assumptions prove to be incorrect or incomplete, Logicalis may modify the price, scope of work, or if applicable, project milestones. Any such modifications shall be managed by the Project Change Management Process set forth in this SOW. Section 9. Project Change Management Process Changes to the project scope will be negotiated separately through a mutually-approved Project Change Management process. In the event either party desires to change this project, the following procedures shall apply: 1. Either party shall notify the other party of any requested changes. Logicalis will deliver a Project Change Request to Customer for review and execution. The Project Change Request will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of work, which may include changes to the Tasks and Activities, Deliverables, Project Price and/or the schedule. 2. If both parties agree to implement the Project Change Request, the appropriate authorized representatives of the parties will sign the Project Change Request, indicating the acceptance of the changes by the parties. 3. Each executed Project Change Request will be incorporated into, and made a part of, this Statement of Work. 4. No party is under any obligation to proceed with the Project Change Request until such time as the Project Change Request has been agreed upon by both parties. In the event of a conflict between a Project Change Request’s Scope of Work and that set forth in the original Statement of Work, or previous fully executed Project Change Request, the most recent fully executed Project Change Request shall prevail. Section 10. Terms & Conditions 1. This SOW is for services only and the pricing shall remain valid for 90 days from date of issuance of this SOW to Customer, for services completed within one year of signed date of acceptance of this SOW. City of Augusta Page 14 Logicalis, Inc. CITY7053462D December 12, 2014 2. The delivery of services will be performed at a Logicalis facility and/or Customer’s location specified in the Statement of Work Acceptance section or provided to us prior to the commencement of services under this SOW. 3. The terms of the Master Agreement between Augusta, GA and Logicalis, dated ________________, are incorporated herein by reference. 4. Only activities identified in this SOW will be performed. If other work is desired or additional activities are identified, a Project Change Request or new SOW will be required prior to completion of that work or those activities. City of Augusta Page 15 Logicalis, Inc. CITY7053462D December 12, 2014 Section 11. Statement of Work Acceptance Cisco UCCX Implementation for City of Augusta HR Consulting from Logicalis for City of Augusta Time and Materials Services: Estimate: $11,620. (62 hours @ the hourly rate(s) noted above in subsection Estimated Hours and Pricing. Travel expenses not included). Acceptance: To confirm our retention and authorize work to begin on your engagement, please return two (2) signed copies of this document along with a copy of the Purchase Order, if required. Alternatively, you may FAX a copy to (248) 232-5412. Upon acceptance by Logicalis, a counter-signed copy will be returned to your attention. Accepted By: City of Augusta Accepted By: Logicalis, Inc. Signature Signature Printed Name Printed Name Title Title Date Date City of Augusta P.O. Number (if provided) Logicalis Engagement Number (when available) Billing Contact: Billing Contact Correction: Lisa Blackwelder City of Augusta 530 Greene St Augusta, Georgia 30911-4406 706 821-2542 Cc: John Stone, Troy Sempsrott, Charles Lan, Cory Rehfeldt City of Augusta Page 16 Logicalis, Inc. CITY7053462D December 12, 2014 Section 12. Appendices Appendix A. General Information City of Augusta Page 17 Logicalis, Inc. CITY7053462D December 12, 2014 Appendix A. General Information Contacts Local Contact John Stone, Account Executive 3440 Preston Ridge Rd. Suite 200, Alpharetta, GA, 30005 Tel: (770) 325-2112 John.Stone@us.logicalis.com Legal Notices Logicalis, Inc. ATTN: Legal Services 34505 W Twelve Mile Rd, Suite 210 Farmington Hills, MI 48331 Document Information File Name CITY7053462 Creation Date May 16, 2014 Print Date December 10, 2014 Copyright Information © 2013 Logicalis, Inc. All trademarks are acknowledged. All rights reserved. Freedom of Information Many of Logicalis’ customers are in the public sector and Logicalis is well aware of the obligations imposed on its public sector customers by the United States Freedom of Information Act (‘FOIA’). Logicalis’ policy is to co-operate with its public sector customers to assist them in meeting their obligations under the FOIA. Logicalis considers that the following sections of this Response are confidential or commercially sensitive and that disclosure of all or part of the information contained in these sections may harm Logicalis’ commercial interests: Costs Section: Disclosure of Logicalis’ costs to competitors is likely to give those competitors an unfair advantage in competing against Logicalis in future bids and may reduce the competitiveness of future tenders. City of Augusta Page 18 Logicalis, Inc. CITY7053462D December 12, 2014 Customer References: Information relating to customers is frequently protected by confidentiality obligations where disclosure is permitted only for specified purposes, such as providing details to potential new customers. Disclosure of this information to others may be in breach of these confidentiality obligations and disclosure of this information to competitors may harm Logicalis’ commercial interests by assisting competitors to compete for business from those customers. Solution Design: The solution has been derived from the intellectual effort, knowhow and expertise of Logicalis staff and consultants and may contain proposals that are original or innovative. The disclosure of this information to Logicalis’ competitors may give them an unfair advantage in competing with Logicalis in future similar projects. Quotation LOG-ATL-07483a Date:12-Dec-14 Customer:From: Lisa Blackwelder Logicalis City of Augusta Richmond County 3440 Preston Ridge Road 530 Greene St Annex 101 Suite 200 Augusta, GA 30911 Alpharetta, GA 30005 Main Voice:770-325-2112 (706) 821-2542 Main FAX:770-325-2110 Blackwelder@augustaga.gov SalesSupport@us.logicalis.com Software $18,922.50 See the Quote tab below for Support $4,176.00 details Total:$23,098.50 Don't forget to ask your Logicalis representative about these solutions: Ask your Logicalis Account Executive to provide you with the most competitive lease rates in the industry. HR Department Contact Center Project - Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1-year software support contract. At Logicalis we’ve designed our IT services to provide you with resources you just can’t spare internally, and the expertise to assure you we’ll get the job done right, on time, and cost effectively. Whether you need help with developing a cloud strategy, managed services or a virtualized environment, we have the technical skills, the world-class products and the personal experience to become a trusted extension of your team. We’re here to support your organization’s business goals through the use of technology. Logicalis – Business and Technology Working as One. Logicalis is one of the world’s leading Cisco integrators with more than 30 locations in the United States, as well as operations in 15 countries and more than 1,900 employees worldwide. Logicalis provides support for all aspects of the network life cycle and is a specialist in unified communications, data centers, wireless LANs, network security and network infrastructure. Plus, Logicalis provides data center, managed services and cloud solutions, and communication and collaboration services that help you get the most from every IT investment you make. Learn more today at www.us.logicalis.com/cisco. The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. Quotation LOG-ATL-07483a Date:12-Dec-14 Customer:From: Lisa Blackwelder Logicalis City of Augusta Richmond County 3440 Preston Ridge Road 530 Greene St Annex 101 Suite 200 Augusta, GA 30911 Alpharetta, GA 30005 Main Voice: 770-325-2112 (706) 821-2542 Main FAX: 770-325-2110 Blackwelder@augustaga.gov SalesSupport@us.logicalis.com Line Qty Product Number Description List Unit Cost Extended Cost Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1-year software support contract. 1 1 L-CCX-85-ADDON-LIC CCX 8.5 ADDON - eDelivery LICENSES ONLY $0.00 $0.00 $0.00 2 1 CON-ECMU-CCX85A11 SWSS UPGRADES CCX-85-ADDON-LIC $0.00 $0.00 $0.00 3 15 L-CCX-85-A-P-LIC CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE $1,850.00 $1,073.00 $16,095.00 4 15 CON-ECMU-CCXAPLIC SWSS UPGRADES CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE $296.00 $236.80 $3,552.00 5 15 L-CCX-85-A-CR-LIC CCX 8.5 ADDON Compliance Recording Named Seat Qty 1 LICENSE $325.00 $188.50 $2,827.50 6 15 CON-ECMU-CCX85ACC SWSS UPGRADES CCX 8.5 ADDON Compliance Recording Named $52.00 $41.60 $624.00 7 1 L-CCX-85-E-PAK CCX 8.5 autoexpanded eDelivery PAK $0.00 $0.00 $0.00 Total: $23,098.50 Quote Notes This quote does not include any implementation services, they will be quoted on a separate SOW. This offer may be accepted by purchase order or other acknowledgement of acceptance, including, without limitation, by signing this quotation. The information in this proposal is considered proprietary and confidential to Logicalis, Inc. By acceptance of this information, Customer agrees to maintain this confidentiality and use such information for internal purposes only. In the event Customer chooses to lease the Products from a third party leasing company, Customer remains liable for payment to Logicalis for all Products purchased until Logicalis receives payment from such leasing company. Any variation in quantity, or requested delivery may result in price changes. Prices are valid for 30 days from date of quotation unless otherwise stated. Prices are subject to change without notice in the event the Product's manufacturer/distributor changes the price to Logicalis. Shipping and taxes are added at time of invoice. Shipping charges are subject to handling fees for specifying carriers and same day shipments. Logicalis collaborates with OEM/distributor to schedule delivery to Customer’s loading dock; inside delivery is available upon request and may increase the cost of delivery. Account Executive:John Stone (770) 325-2112 Cell: (770) 722-9604 john.stone@us.logicalis.com Technical Consultant:Charles Lan (770) 325-2108 Cell: (404) 819-6710 charles.lan@us.logicalis.com Sales Support Rep:Craig Scheidt (480) 635-6816 Cell: (480) 635-6816 craig.scheidt@us.logicalis.com By signing below, the undersigned accepts this offer and confirms that he/she is authorized to purchase these items on behalf of Customer. X Date: Ship to address:Bill to address: I ________________________ am/are authorizing Logicalis to submit a partial order shipment invoice. (we)/(company name) Customer agrees to remit payment per Logicalis terms utilizing the partial order shipment invoice date as invoice recognition date. HR Department Contact Center Project - Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1-year software support contract. Logicalis’ terms of sale, found on our website at www.us.logicalis.com/tcsales/, are incorporated herein by reference. Page 2 of 3 Quotation LOG-ATL-07483a Date:12-Dec-14 Customer:From: Lisa Blackwelder Logicalis City of Augusta Richmond County 3440 Preston Ridge Road 530 Greene St Annex 101 Suite 200 Augusta, GA 30911 Alpharetta, GA 30005 Main Voice: 770-325-2112 (706) 821-2542 Main FAX: 770-325-2110 Blackwelder@augustaga.gov SalesSupport@us.logicalis.com Line Qty Product Number Description List Unit Cost Extended Cost HR Department Contact Center Project - Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1-year software support contract. Page 3 of 3 Pre-Project Budget Planning Human Resources IVR Implementation Project Professional Services Item Qty Unit Cost Extended Cost Vendor / Management Costs Design/Implementation Planning 8 187.50$ 1,500.00$ UCCX - HR Queue and CR Implementation 36 187.50$ 6,750.00$ HR Agent and Supervisor Training 5 187.50$ 937.50$ Cutovers and Testing (after hours)2 281.25$ 562.50$ Project Management 11 170.00$ 1,870.00$ -$ Total Professional Services 11,620.00$ Licensing* Description Qty Unit Cost Extended Cost Contact Center (UCCX) Software License Upgrade for HR: 15 UCCX Premium Seat licenses and 15 Compliance Recording Named Seat licenses to the existing UCCX 8.5 system with 1- year software support contract. CCX 8.5 ADDON - eDelivery LICENSES ONLY 1 $0.00 $0.00 SWSS UPGRADES CCX-85-ADDON-LIC 1 $0.00 $0.00 CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE 15 $1,073.00 $16,095.00 SWSS UPGRADES CCX 8.5 ADDON PREMIUM Seat Qty 1 LICENSE 15 $236.80 $3,552.00 CCX 8.5 ADDON Compliance Recording Named Seat Qty 1 LICENSE 15 $188.50 $2,827.50 SWSS UPGRADES CCX 8.5 ADDON Compliance Recording Named 15 $41.60 $624.00 CCX 8.5 autoexpanded eDelivery PAK 1 $0.00 $0.00 Total Licensing $23,098.50 * See Vendor Proposal for Part Numbers and Non-Discounted License Cost Total Project Cost $34,718.50 N:\ApplicationGroupCommon\3-Projects\2014 Projects\2014 - IVR - Human Resources\5-Budget\Project Budget Tracking.xls 12/15/2014 Page 1 of 1 Public Safety Committee Meeting 1/12/2015 1:05 PM IVR Solution for Augusta Human Resources Department Department:Information Technology Caption:Approve Contract with Logicalis regarding the implementation of an IVR solution for the Human Resource Department. Background:The Information Technology (IT) Department has explored options for installing and managing an Interactive Voice Response (IVR) solution for the Augusta Human Resources (HR) Department. The HR Department is currently using the standard city-supplied VOIP (Voice Over Internet Protocol) phone system. The phone system meets needs for communications and integration with email (which is known as “Unified Communications”), but it does not include some additional features that HR would like to have in order to improve customer service. The hardware and software that Augusta uses for the VOIP system are supplied by Cisco. The Cisco UCCX (Unified Call Center eXpress) software, which is the Cisco solution for IVR, is made to work with the Cisco equipment and enhance its capabilities especially for call center environments. Analysis:IVR is already in use by multiple Augusta Departments (311, Utilities, and the Tax Commissioner’s Office). The use of UCCX provides Augusta with the benefits listed below, which includes the areas where HR intends to see improvements. Customer Routing: The routing feature enables calls to be sent to a Subject Matter Expert (SME) within the department. This is essential to HR in order to meet the customers at their point of need. HR receives hundreds of phone calls in the course of a week, and IVR can help HR determine which specific phone numbers and issues various customers are having. For instance, persons that call specifically about health care benefits will route to the person that can help them the most. Call Recording: The system can record calls in order to help staff determine areas for improvement as well as confirm that everyone involved in the conversation maintained themselves in a professional manner. Call Tracking: Statistics can be reviewed to show when a particular call was received, how it travelled through the system, and how it was resolved. Accountability: Due to the other features listed above, staff practices and procedures can be improved in order to ensure that customers are being served appropriately. The UCCX software and associated hardware in use by the City of Augusta has the capability to support the additional licenses and volume that will be added on by HR’s use of the system. Financial Impact:This project will be funded through IT’s approved capital budget. The project should cost, at maximum, $36,218.50. The original proposal is for $34,718.50, but Logicalis has provided us with a “Time and Materials” scope of work and approval is requested for additional expenditure if extra configuration or training is needed. The extra $1,500 permits us to schedule another day of work at Logicalis’ rate of $187.50 per hour. Alternatives:N/A Recommendation:Approve Contract with Logicalis regarding the implementation of an IVR solution for the Human Resource Department Funds are Available in the Following Accounts: 272015410.5424910 REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission RURAL FIRE DEFENSE MEMORANDUM OF UNDERSTANDING BETWEEN GEORGIA FORESTRY COMMISSION AND AUGUSTA, GEORGIA Because of the intermingling of structures and wildland fuels in areas of Richmond County, the objectives of the two above-mentioned organizations are inseparable, to minimize the loss of life and property as a result of uncontrolled fire. W e, the undersigned have arrived at this M EM ORANDUM OF UNDERSTANDING for these primary purposes: 1. Provide for closest possible cooperation on mutual objectives. 2. To clarify the purpose and responsibilities of each organization. Fire Department 1. Areas Covered: M ap of station’s responsibility 2. Resources: a) Equipment: 19 Engine Companies, 5 Truck Companies, 7 command units b) M anpower: 348 total department personnel 3. Functional Responsibilities: All fires with in the territory limits of Richmond County except those excluded by federal or state law. 4. Funding source: Augusta Georgia Budget Georgia Forestry Commission 1. Area Covered: The County of Richmond primarily all lands within the county, both private and public, county and state owned, and federal lands not under specific agreement. Georgia Forestry Commission resources located within the county are also responsible for all lands within the State of Georgia upon request by the Chief of Forest Protection or his designee. 2. Resources: a) Equipment: 1993 Int. 4900 4900 Truck / 1999 John Deere 450G Tractor 1989 Ford L90 Truck / 1990 John Deere 450G Tractor 1993 Int. 4900 4900 Truck / 1993 John Deere 450G Tractor 1993 Int. 4900 4900 Truck / 2011 Case 750L Tractor 2001 F-250 XL Pick-up 3\4 Ton 150 gallon Tank 2014 F-150 XL Pick-up ½ Ton 150 gallon Tank b) M anpower: 3 Full Time / 1 TDL 3. Responsibilities: All forest fire protection work shall be under the direction and supervision of the State Forestry Commission, through the Director of said Commission, subject to the provisions of this Act and the laws of the State, now or hereafter enacted, relative to forestry and forest fire prevention and suppression. The Commission shall have power to make and enforce all rules and regulations necessary for the administration of forest fire protection. (Ga. Laws 1949, pp. 937, 938; Ga. Code 1981, Sec. 12-6-83.) 2 FC-60 Rev. 11-2002 Operational Procedures 1. Dispatching: a) The Forestry Commission will dispatch a crew to any known forest/brush/grass/etc. fire, or to any fires of unknown nature. The Forestry Commission will cooperate with the county emergency dispatch structure by responding to wildland fires as dispatched. b) The Fire Department will dispatch a crew to any known structure fire, wildland fire, or to any fire of unknown nature. c) If the agreed upon response from either party is not available or is temporarily depleted, the assisting party need not respond. If the response is not available, the other party will be notified immediately. 2. Communications: Upon arrival at the scene: a) The Forestry Commission will provide command and control for wildland fire suppression and will cooperate with the Fire Department for protection of life and property threatened by a wildland fire. The Georgia Forestry Commission will immediately advise the Fire Department of any burning or threatened structure within the area. b) The Fire Department will provide command and control for structural fire suppression and will cooperate with the Georgia Forestry Commission for protection of life and property threatened by structural fires. The Fire Department will immediately advise the Forestry Commission of any burning or threatened natural cover fuels within the area and assistance needed. c) This agreement in no way restricts either agency from taking action in an emergency situation to save lives and property regardless of the nature of a fire, either wildland or structural. 3. M utual Assistance: a) Suppression: W hen both agencies are at the same fire, overall command and control of the incident shall lie with the agency concerned most directly with what is burning. If both woods and structures are on fire simultaneously, each agency shall endeavor to initiate unified command and provide support each to the other to ensure shared resources, public and firefighter safety and efficient incident stability. All fire organizations involved should endeavor to accomplish wildland fire certifications and provide wildland fire personal protective equipment for firefighters who are subject to respond to wildland fires. Only the Georgia Forestry Commission can authorize backfires. b) Use: The intended use of Georgia Forestry Commission manpower and equipment (Type 6 Engines) is to provide protection/suppression relative only to wildland fires; I.E. Grass, brush and trees. Forestry Commission personnel are not trained, nor do they possess sufficient personal protective equipment to allow them to function in environments other than those listed above. c) Training: Each agency agrees to attend/participate/assist/etc. in the other agency’s training program. The authority having jurisdiction shall be responsible to ensure that all persons participating in training and wildland or structural fire suppression activities meet established qualifications and are properly equipped with the required personal protective equipment to safely perform tasks at the individuals assigned level of responsibility. 3 FC-60 Rev. 11-2002 d) Other: Each agency mutually agrees to provide support of fire prevention programs which will increase the public awareness of the hazards and destruction of fire and serve to make the objectives of this memorandum possible. 4. The Georgia Forestry Commission and its sub-contractors are equal Opportunity employers and service providers and subject to all provisions of section 601 of the Civil rights act of 1964 and therefore prohibit discrimination in all programs and services on the basis of race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, or marital or family status. AGREEM ENT This memorandum shall be effective when signed by both parties. It continues in effect unless and until either party gives thirty (30) days notice in writing to the other party. GEORGIA FORESTRY COM M ISSION AUGUSTA, GEORGIA BY________________________________ BY____________________________________ DIRECTOR HARDIE DAV IS, JR., M AYOR DATE_____________________________ DATE_________________________________ GEORGIA FORESTRY COM M ISSION AUGUSTA, GEORGIA FIRE DEPARTM ENT BY________________________________ BY____________________________________ COUNTY RANGER CHRISTOPHER JAM ES, FIRE CHIEF DATE_____________________________ DATE_________________________________ Public Safety Committee Meeting 1/12/2015 1:05 PM Memo of Understanding Between Georgia Forestry Commission and Augusta, GA Department:Fire Caption:Approve Rural Defense Memorandum of Understanding Between Georgia Forestry Commission and Augusta, GA. Background:In the event of a large scale incident, the Augusta Fire Department and the Georgia Forestry Commission agree to pool their resources and provide mutual assistance, to minimize the loss of life and property. This Memorandum of Understanding is for the primary purposes of 1. Provide for the closest cooperation on mutual objectives and 2. To clarify the purpose and responsibilities of each organization. Analysis:N/A Financial Impact:N/A Alternatives:N/A Recommendation:To approve the Rural Defense Memorandum of Understanding Between Georgia Foresty Commission and Augusta, GA. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 1/12/2015 1:05 PM Minutes Department:Clerk of Commission Caption:Motion to approve the minutes of the Public Safety Committee held on November 24, 2014. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: