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HomeMy WebLinkAboutACS GOVERNMENT SYSTEMS INC SOFTWARE SERVICES AGREEMENT SOFTWARE SERVICES AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is made this 2- day of Dc.;{ , 2008, (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., 30911, (hereinafter the "City"), and ACS Government System, Inc., with its principal place of business at 2900 100th St, Urbandale, Iowa 50322, (hereinafter the "Vendor"). The City and the Vendor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. 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. B. The City desires to engage Vendor to render such services, as hereinafter described, for the Fire Records Software Implementation Project (the "Project") on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the City and the Vendor agree as follows: OPERATIVE PROVISIONS SECTION I ENGAGEMENT AND SERVICES OF THE VENDOR 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 Exhibit A 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 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 08-060, except those requirements noted in the Vendor response as unavailable, for which the Vendor submitted a proposal in March, 2008 (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. 2. Performance of the Vendor: Standard of Care. The Vendor accepts the relationship of trust and confidence established between the City and the Vendor by the terms of this Agreement. The / 1 Vendor covenants with the City to perform all Services under this Agreement in a skillful and competent manner, exercising a high standard of skill, quality and care while doing so. Vendor represents and maintains that it is skilled in the professional calling necessary to perform the Services, and that it shall employ all required proven and tested methods known for successfully implementing the services required to satisfy this 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 an efficient, expeditious and economical manner, consistent with the best interests of the City and the professional standard of care set forth in this Agreement. SECTION II RESPONSIBILITIES OF THE VENDOR 1. 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. 2. 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. 3. Vendor's Proiect 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 his or her best 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. 2 4. 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 represents and warrants that it and aU personnel and sub-Vendors engaged in performing the Services have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services under this Agreement. The Vendor further represents and warrants that it, its employees and sub- contractors shall use best efforts to 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. 5. City Network Security and Integrity. The Vendor will sign a VPN Vendor Access Agreement with the City, verifying that the Vendor will respect the integrity of City's network and security protocols. This agreement is attached as Exhibit F. 6. 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 as described in Exhibit D, Project Schedule, ("the Completion Date"), 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. Delays in implementation will be subject to a Penalty, under certain conditions, as described in Section VI in this Agreement. 7. Software License and Maintenance Agreements. The Vendor will provide the software licenses identified in Exhibit A for the City's use as governed by the Software License Agreement, a copy of which is attached as Exhibit B. The Vendor will also provide maintenance for the software as governed by the Software Maintenance Agreement, a copy of which is attached as Exhibit C. Both the License Agreement and the Maintenance Agreement will survive independently of this Agreement for services. 8. 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. 9. 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. 10. Prohibition Against Transfers. Except for the Vendor's right to assign the performance of this Agreement to a corporate affiliate of Vendor, the Vendor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly by operation of law 3 without the prior written consent of the City. Any attempt to do so without the prior written consent of the City 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. 11. 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. 12. 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. 13. Geor~ia Open Records Act. The Vendor acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. S 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 Agreement and shall provide to City a copy of any response to the same. 14. 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 hours or days. However, the Vendor shall coordinate with the City in achieving the results and meeting the goals established pursuant to this Agreement. 15. 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, with advance written notice to Vendor, 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 three (3) years from the date of final payment under this Agreement. Notwithstanding anything in this 4 Agreement to the contrary, Vendor will not be required to provide proprietary information, including but not limited to financial records that contain costing and expense-related information. 16. 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. 17. 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 Exhibit A. Proof of the acquisition of the bond shall be provided to the City and attached to the contract as Exhibit E. Depending on the contract amount of the project and the type of service(s) provided, vendor may be exempt from performance bond requirement. SECTION III RESPONSIBILITIES OF THE CITY 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. 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. City's Proiect Manager and Proiect Staff. The City shall designate and assign a City project manager ("City Project Manager") who shall have full authority to represent and act on behalf of the City for all purposes under this Agreement. 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. The City designates Dennis Phoebus to be its City Project Manager, but reserves the right to appoint another person as City Project Manager upon written notice to the Vendor. 3. Proiect Plan. The City shall be responsible for meeting specific milestones and providing specific deliverables that have been agreed to in Exhibit D. 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. 5 SECTION IV COMPENSATION 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 Exhibit A attached hereto and incorporated herein by reference. 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 Exhibit A without written approval of the City Administrator or the Augusta Commission depending on the amount of the excess and the reason why the initial amount was insufficient. 2. Extra Service. The Vendor shall not receive additional compensation for any extra service 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 extra service in accordance with the fee schedule set forth in Exhibit A. As used herein, "Extra 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. 3. Payment of Compensation. The Vendor shall submit invoices to the City as defined in the payment milestones in Exhibit D, 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. Any disputed amount shall be handled as discussed herein. 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 in Exhibit A, provided that they are "Not to Exceed" a certain amount as determined by the Vendor. 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 City 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. The Vendor shall have an immediate right to appeal to the City Administrator with respect to withheld amounts. The determination of the City Administrator with respect to such matters shall be final, subject to the mediation and arbitration provisions provided herein. Nothing herein shall be construed as limiting the Parties rights to pursue all available legal remedies. 6 SECTION V EXPIRATION AND TERMINATION 1. Events of Default. Each of the following events shall constitute an "Event of Default": A. 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. B. The Vendor shall commit any fraud, misrepresentation, breach of fiduciary duty, willful misconduct, or intentional breach of any provision of this Agreement. 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. 3. Expiration. Unless extended as provided for herein, this Agreement shall naturally expire on the Completion Date. 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 completed in accordance with the terms and conditions of this Agreement as of the date of termination, less the amount of all previous payments with respect to the Compensation. 5. Termination by Vendor: Vendor may terminate this Agreement only upon the breach by the City of a material provision of this Agreement including failure to pay. 6. Termination for Convenience: Upon advance written notice to Vendor, the City may, without cause and without prejudice to any other right or remedy of Vendor, elect to terminate the Agreement. In such case, Vendor shall be paid (without duplication of any items): A. For work completed 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 work; B. For expenses incurred prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the Agreement documents in connection with uncompleted work, plus fair and reasonable sums for overhead and profit on such expenses; C. 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. 7 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: A. City shall destroy the PROGRAM as defined in the Software License and Support Agreement, Exhibit "B", together with all copies, modifications and merged portions, or B. Return the PROGRAM together with all copies, modifications and merged portions to Vendor, or C. City may continue to use the PROGRAM with the permission of the Vendor, with no expectation of continued maintenance, support, update, or upgrade. D. In cases referenced according to items A and B above, 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. SECTION VI GENERAL PROVISIONS 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 payor other forms of compensation, and selection for training, including apprenticeship. 2. City's Rights to Employ Other Vendors. The City reserves the right to employ other Vendors in connection with this Project. 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. 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. 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. 8 6. 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: To the City: Tameka Allen, IT Director Greene Street, A-101 Augusta, GA 30911 T: 706.821.2522 F: 706.821.2530 Copies to: Fred Russell, City Administrator 530 Greene Street, Room 801 Augusta, GA 30911 T: 706.821.2400 To the Vendor: ACS Firehouse 2900 100th Street Urbandale, Iowa 50322 Notice shall be deemed received as follows, depending upon the method of transmittal: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and 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. 7. 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. 8. 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. . 9. 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. 10. 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 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. 11. 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. 9 12. 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. 13. 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. 14. 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. 15. 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. 16. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 17. Incorporation of Exhibits. The "Exhibits" constitute a material part hereof, and are hereby incorporated into the Agreement by reference as though fully set forth herein. The terms "Attachment", "Exhibit", and "Schedule" shall be synonymous for purposes of this Agreement. 18. References. All references to the Vendor shall include all personnel, employees, agents and sub- Vendors of the Vendor. 19. Go- Live. "Go Live" shall be the date on which the software is expected to be placed into operational business use by the Customer. 20. System Acceptance. "System Acceptance" as used herein means the date on which all of the following events have taken place: A. 30 calendar days have passed since "Go-Live". B. All System Requirements 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 22 below. 22. 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 $250 per day, not to exceed $2,500 in any given month. 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: 10 / A. 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. B. 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. C. 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. 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. 23. Limitation of Liability. EXCEPT FOR THE FEES AND AMOUNTS EXPRESSLY DUE AND PAYABLE TO VENDOR HEREUNDER, IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY CLAIMS, PENALTIES OR DAMAGES, WHETHER IN CONTRACT, OR TORT, IN AN AMOUNT EXCEEDING THE FEES OR OTHER CHARGES PAID BY CITY TO VENDOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. THIS LIMIT A TION SHALL APPLY EVEN IF SUCH A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 24. 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. 25. Survival. The following sections, along with any other provisions which by their terms survive, shall survive the expiration or termination of this Agreement. A. Section II (6) - City Network Integrity and Security B. Section II (14) - Confidentiality C. Section V (6) - Termination by Either Party D. Section VI (10) - Governing Law and Venue E. Exhibit F - Vendor Network Access Policy 11 Wherefore the above referenced parties have caused this agreement to be executed in two originals by and through their duly authorized officials: FOR CITY: By: Printed: Title: Date: Attest: Date: cYJ- t; Deke Cope aver Mayor By: Printed: Title: Dat~: ......r--;.>: :'" ~-;...:;. JfI'~ ,,"" !! c; ,,0 ~.:.> 0 i~: ~ . i ~" \ ~"f'" 0 "A" O. YA O. "... tJ. 'q_ '. "h~%>.' ~lt~~'~[.:{:L;. i......... FOR VENDOR: ~- S /t(\/(j1<-{ Itt1-UYj f\- vtc..c;- t1ttt.~A/....vr- to /1-1 O~ . D 12 EXHIBIT A VENDOR SOFTWARE & LICENSES FIREHOUSE Software Web Version. 25 Concurrent-user License . NFIRS Module . EMS Module . Staff Activities & Training Module . Occupancy & Inspections Module (Includes IFC2006 Fire Violation Codes) . Apparatus & Equipment Module . Hydrant Module . Staff Scheduling Module . FH CAD Monitor interface for New World CAD (New World component sold separately) FH Mobile Modules (Licensed: per module, per install) . 1 FH Mobile Incident Command wi Preplan . 24 FH Mobile Preplans . 7 FH Mobile Inspections . 10 FH Mobile EMS Warranty - Support & Maintenance year one included (as noted below) FH Onsite Installation and/or Training (7 days) PROJECT COST MAINTENANCE Maintenance Cost beginning ear two Maintenance Cost (beginning year two since the first year Augusta considers the Vendor's Software to be under a one-year warranty). 13 EXHIBIT B LICENSE AGREEMENT FIREHOUSE Software License Agreement ACS FIREHOUSE Software 2900 tOoth St Urbandale, Iowa 50322 Software License Agreement Serial Number: 325285295 Customer: Harnett County NC Number of Users: 45 + Carefully read the following terms and conditions before opening the package. Only an Authorized Representative of the purchaser should open the package. Opening this package indicates acceptance of these terms and conditions. ACS Government Systems, Inc. ("ACS") and the party who opens this package ("you") hereby agree as follows: I). Materials: This package contains program diskette(s) and/or CDs and applicable manual(s). 2). License: ACS hereby grants a revocable, non-exclusive, non-transferable license to use the materials on a single microcomputer or on a predetermined number of network workstations, in the United States of America, subject to the terms hereof. You agree not to (a) rent, lease, sublicense, or otherwise transfer any of the materials or your rights thereunder, (b) remove or obscure our proprietary notices, (c) translate, alter, decompile or disassemble any of the materials, (d) copy any of the materials without our prior written consent, ( e) use the software for other agencies. You shall have no right to access, copy or otherwise use the source code for software licensed under this license. You are prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the software licensed under this license. You are prohibited from modifYing, improving or otherwise enhancing the software licensed under this license. 3). Terms: This license is effective until terminated (the evaluation is effective for 90 days from the date of installation). You may terminate it at any time by destroying the materials and all copies of any material made from the original materials and notifY ACS immediately. This license terminates automatically upon breach of any of the conditions of this license. Upon termination you agree to destroy all copies of the materials. Use of the materials without a valid license of the materials is unauthorized and may subject you to monetary penalties. 4). Confidentiality: By accepting this license you receive the right to use the materials,as specified herein, but you do not become the owner of the materials. The materials are protected by trade secret, copyright, and trademark law. You acknowledge that the materials are ACS. property and contain valuable, confidential, unpublished information developed by ACS at a great expense. You agree to protect the materials from unauthorized reproduction, distribution, disclosure, or use of publication. You may not transfer any materials or software to anyone or entity without the written consent of ACS authorized personnel. No news releases, including photographs, public announcements or confirmations of the same, of any part of the subject matter of this license shall be made without your prior written consent, such consent to not be unreasonably withheld, and provided in a timely manner. The information which results from this license is to be kept confidential, unless the release of information is authorized by you. All report materials, either created by or provided to ACS in connection with the performance of this license, shall be held confidential by ACS. Such materials shall not, without your prior written consent, be used by ACS for any purposes other than the performance of this license. Nor shall such materials be disclosed to any person or entity not connected with the performance of this license. Nothing furnished to ACS which is otherwise known to ACS or is otherwise generally known, or has become known, to the related industry, shall be deemed confidential. ACS shall not use your name or insignia, or any publicity pertaining to this license in any magazine, trade paper, newspaper, television or radio production or other similar medium without your prior written consent. 5). U.S. Government Restricted Rights: The software and documentation were developed at private expense and are provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor. 6) Export Laws: You agree that the distribution and export/reexport of the software is in compliance with laws, regulations, orders or other restrictions of the U.S. Export Administration Regulations. 7). Warranty: We warrant the enclosed diskette(s) and/or CDs and printed materials to be free from material defect in normal use for 90 days from the date of receipt of materials. We do not warrant the error free operation of the software contained on the diskette or that such software will meet your requirements. The software is developed "as is". We will however attempt to correct or bypass any actual reproducible and significant error in the software described to us in writing within 90 days from the date of receipt of the materials by provjding to you at our option either a corrected copy or work around instructions within a reasonable time. This does not cover altered software or require us to customize our software to meet your hardware or operating system requirements. Section 8 is your exclusive remedy for any breach by us of this section. No dealer, company, or person is authorized to expand, alter this section or any other provision of this agreement. Any such agreement will not bind ACS. ACS MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE ENCLOSED SOFTWARE LICENSED UNDER THIS LICENSE, IN WHOLE OR IN 14 PART. ACS EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. ACS EXPRESSLY DOES NOT WARRANT THAT THE LICENSED SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. LICENSEE WAIVES ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN THIS SECTION OR THE REMEDY FOR BREACH OF SUCH LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. 8). Limitation of Liability: ACS' LIABILITY IN CONNECTION WITH THE SOFTWARE LICENSED UNDER THIS LICENSE, OR ANY OTHER MATTER RELATING TO THIS LICENSE WILL NOT EXCEED THE FEE THAT YOU ACTUALLY PAID TO ACS FOR THE SOFTWARE GIVING RISE TO THE LIABILITY. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL ACS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ACS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT ACS HAS SET ITS FEES AND ENTERED INTO THIS LICENSE IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS LICENSE, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9). Remedy: In the event that ACS breaches this agreement, your sole remedy is to notifY us of such breach within the applicable warranty period and we will at our sole option, either cure the breach or refund the license fee paid to us for the materials. In no event will ACS be responsible for any damage beyond the amount of the license fee or for any indirect, special, incidental, consequential or similar damages or profits to you or any other person, or entity, regardless of the legal basis. Even if ACS has been advised of the possibility of such damages, except to the extent applicable state law specifically prohibits such exclusion. 10.) General (System Only): This license shall be governed by North Carolina laws. All prior correspondence oral or written including without limitation, all understandings with respect to materials are hereby superseded. This license constitutes your and our agreement and understanding regarding the materials. General (Evaluation Only): This evaluation program is provided free of charge to the registered requestor of the evaluation software and is to be used solely as an evaluation copy. II.) Software Maintenance Agreement. 90 days free phone support is provided with purchase of FIREHOUSE Software. A separate software maintenance contract is available for an additional charge. This contract is not mandatory but highly recommended. The annual maintenance contract includes phone support and program updates. The cost of the software maintenance contract is based on the type and number of modules installed. After the 90 days of free support has expired and no software maintenance contract has been established, per call fee will be billed to the customer for telephone technical support. A primary contact person will be designated for departments with 5 user licenses and higher. This primary contact person will collect user questions and problems and direct them to ACS technical support department for resolution. 12.) Georgia Open Records Act. ACS acknowledges that this license and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. ~ 50-18-70, et seq.). ACS shall cooperate fully in responding to such requests and shall make all records, not exempt, available for inspection and copying as required by law. ACS shall clearly mark any information provided to you which ACS contends is proprietary information. ACS shall notifY you immediately of any Open Records request arising out of this license and shall provide to you a copy of any response to the same. Notwithstanding anything in this license to the contrary, in no event will ACS be required to provide any proprietary financial records that contain costing and expense-related information. 13.) Governing Law and Venue. This license 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 you and ACS arising out of, or relating to, this license, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. ACS specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 15 EXHIBIT C MAINTENANCE AGREEMENT FIREHOUSE Software Software Maintenance Agreement Augusta Fire Dept (herein referred to as Customer) having it's primary place of business at 925 Laney- Walker Blvd, Augusta, GA 30901. WHEREAS, Vendor and Customer have entered into a certain license agreement (the "License Agreement") pursuant to which Vendor agrees to license to Customer a software system known as FIREHOUSE Software (the "System") as specified in the License Agreement; WHEREAS, Vendor desires to maintain, and Customer desires to obtain the maintenance of, the System on the terms and conditions hereinafter provided; 1. Maintenance Services The maintenance services to be hereunder (the "Maintenance Services") shall consist of: (a) technical or operation assistance provided by Vendor to Customer relating to the System (FIREHOUSE) or enhancements thereto and (b) distribution by Vendor to Customer at no charge of enhancements to the System which may be developed from time to time by Vendor. 2. Maintenance Fees During the term commencing on the Acceptance Date, as defined in the License Agreement, and continuing as long as all software maintenance agreement fees are current, Vendor shall provide the Maintenance Services to Customer for a fee payable annually on each Anniversary Date in advance. At least thirty (30) days prior to each Anniversary Date Vendor shall notify Customer of the yearly maintenance fee to be charged by Vendor for the next succeeding year, whereupon, unless Customer notifies Vendor in writing that this Agreement shall terminate on the Anniversary Date, this Agreement shall be extended and renewed for an additional period of one year at the fee so specified by Vendor. 3. Additional Services At the request of Customer, and with the consent of Vendor, Vendor may also provide technical, operational or other assistance or consulting to Customer in excess of the amount included as the Maintenance Services at Vendor's standard hourly rates then in effect. 4. Conditions The termination of the License Agreement, or of the license granted therein, shall automatically result in the termination of this Agreement. VENDOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OF ANY KIND WHATSOEVER, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY VENDOR AND WAIVED BY CUSTOMER. VENDOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHER WISE FOR CONSEQUENTIAL, EXEM-PLARY, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT VENDOR'S MAXIMUM LIABILITY TO CUSTOMER HEREUNDER SHALL BE LIMITED TO THE AMOUNTS ACTUALL Y PAID BY CUSTOMER TO VENDOR HEREUNDER DURING THE IMMEDIA TEL Y PRECEDING TWELVE MONTHS. 5. Confidentiality Vendor acknowledges that in the course of providing the Maintenance Services, or other services provided hereunder, Vendor, or its employees or consultants, may be supplied with or come into possession of information which is proprietary to Customer including information as to customers, methods of doing business or operations. Vendor hereby agrees that it will keep all such information confidential, and will disclose such information to no other person. In addition, Vendor agrees to take such action as may be necessary or appropriate by way of agreement with, and instruction to, its employees so as to maintain the confidentiality of such information of Customer. 16 VENDOR By: . CUSTOMER By: ~~~ 17 EXHIBIT D TENT A TIVE PROJECT SCHEDULE Implementation (Go Live) Implementation Billing (25% of Software & Services) Acceptance Testing System Acceptance Final Billing (50% Software & Services) COMPLETE 7/2008 7/2008 8/2008 8/2008 8/2008 12/2008 Billed at Go-Live Billable upon contract signing Will be scheduled pending arrival of equipment that must be ordered by Augusta IT and installation of infrastructure and equipment as needed. Pending completion of system requirements Billable upon System Acceptance by Augusta *All dates are subject to change upon mutual agreement of Augusta and Vendor. 18 EXHIBIT E PERFORMANCE BOND Vendor shall supply Performance Bond as per Section 17 of Agreement. Final approval and execution of this Agreement is subject to approval of the conditions of the Performance Bond by City General Counsel. 19 " ., Bond Number: 929332712 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, That we, ACS Government Svstems. Inc., (hereinafter called the Principal), as Principal, and Western Suretv Companv, duly organized under the laws of the State of South Dakota. (hereinafter called the Surety), as Surety, are held and firmly bound unto Citv of Augusta. 530 Greene Street. Augusta. GA 30901, (hereinafter called the Obligee), in the sum of One Hundred Fiftv Eight Thousand Four Hundred Eightv Five and 00/1 00-------------------($158.485.00) Dollars, for the payment of which sum well and truly to be made, we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns. WHEREAS, said Principal has entered into a written Contract with said Obligee, dated August I. 2008 for FIREHOUSE Software. in accordance with the terms and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set forth herein: NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the above bounden Principal shall well and truly keep, do and perform each and every, all and singular, the matters and things in said contract set forth and specified to be by said Principal kept, done and performed, at the times and in the manner in said contract specified, or shall pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. FURTHERMORE, Notwithstanding the provisions of the Contract, the term of this bond shall apply from August 1. 2008 Until November L 2009, and may be extended by the Surety by Continuation Certificate. However, neither non-renewal by the Surety, nor the failure or inability of the Principal to file a replacement bond in the event of non-renewal, shall itself constitute a loss to the obligee recoverable under this bond or any renewal or continuation thereof. The liability of the Surety under this bond and all continuation certificates issued in connection therewith shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto. In no event shall Surety's aggregate liability exceed the penal sum of this bond. . :'10 SUIT, ACTION OR PROCEEDING by the Obligee to recover on this bond shall be sustained unless the same be commenced within two (2) years following the date on which Principal ceased work on said Contract. . , . Signed and sealed this 23rd day of July: 2008. '-: 8.CS Government S Principal .. t Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Lupe Tamayo, Wendy W Stuckey, William N Burke Jr, Michael J Herrod, Margaret U Theresa Gardner, Patti A Ebarb, Carolyn Sheffield, Nancy A Thomas, Roger Kathleen M Meeks, Individually Buboltz, Smiddy, of Houston, TX, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, . undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confinned. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated,"by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 7th day of April, 2006. ","\~~RE"r):~~,~ ,s-~~:'--''''''''..PO'~ f/:!/'o'f.~OIl4;:'1i.% \~1~ 1: "v.~1~) ~~,~~ilf'o;~$~' ~q..."'"' ' WESTERN SURETY COMPANY ~~"i",Vi~P'''id~' State of South Dakota County of Minnehaha } ss On this 7th day of April, 2006, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and ackno~ledges same to be the act and deed of said corporation. November 30, 2006 +c.,~~""'ac.,~"-al.,~c.,c.,~c.,,-c.,c.,c.,"'a"'ac.,c.,~"'a + : 0 KRELL 1 z ~. .t 1~NOTAAY PUBLlC~: s~SOUTH DAKOTA~s s s +c.,~c.,c.,c.,c.,c.,c.,~c.,c.,c.,~c.,c.,c.,c.,c.,"'ac.,c.,c.,c.,+ ~ ~P;bii' My commission expires CERTlFICATE [, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in [n testimony whereof I have hereunto subscribed , ~lx:/l force, and further certify that the By-Law of the corporation printed on the reverse her5-ttiU in force. my name and affixed the seal of!he said carporat;on this eJ..:S ~day of \"....t.^ 0- WESTERN ,.....\~~U~IEr~'i, ~ ~..-----, <'0'''- f~-'o'f.?Oq4";\1{;, \}1 s 1: A v.~~~J ~'i,~(J"It'o'i\\l~~<'~ '4"11'.......""'" SURETY COMPANY C5 ~~,~,=-, Form F4280-01-02 EXHIBIT F VENDOR REMOTE NETWORK ACCESS POLICY AND PROCEDURES Purpose The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta-Richmond County and the vendor and to provide guidelines for the use ofthe network and computing resources associated with the remote connectivity in order to ensure the safety, integrity, and operability of Augusta-Richmond County Information Systems. Scope This policy applies to all Augusta-Richmond County systems, application and/or servers/devic.es requiring support by external vendors on behalf of Augusta-Richmond County. 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 ofInformation 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-Richmond County 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 20 1. The vendor will be required to use Augusta-Richmond County'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 reply to the Project Leader's email notifying them it has been opened. 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. Network Security 1. Vendor will allow only the vendor's employees approved in advance by Augusta-Richmond County to access the network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor Employees are not security risks, and upon Augusta-Richmond County's request, Vendor will provide Augusta-Richmond County with any information reasonably necessary for Augusta-Richmond County to evaluate security issues relating to any Authorized Vendor Employee. 2. Vendor will promptly notify Augusta-Richmond County 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-Richmond County 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 ofthe Network Connection is necessary . E. Protection of Augusta-Richmond County Private Information and Resources 21 The Augusta-Richmond County 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-Richmond County confidential information. At no time should Augusta-Richmond County rely on accesslauthorization control mechanisms at the vendor's site to protect or prohibit access to Augusta-Richmond County confidential information. Augusta-Richmond County 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 Network Connections All aspects of the vendor network connections up to, but not including Augusta-Richmond County 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-Richmond County IT Security Augusta-Richmond County 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 ofthis policy will be subject to, but not limited to, loss ofVPN privileges and other action up to and including dissolution of contract and/or legal action if Augusta systems are compromised. 22