HomeMy WebLinkAboutCPS Systems,Inc.
Augusta Richmond GA
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CPS SYSTEMS, INC.
3400 Carlisle, Suite 500
Dallas, TX 75204
NUMBER 200723R
March 30, 1998
AGREEMENT
This Agreement is made by and between CPS SYSTEMS, INe., a Texas corporation, located at 3400 Carlisle, Suite 500, Dallas,
Texas 75204, U.S.A, hereinafter referred to as CPS, and
Augusta. Georgia
hereinafter referred to as CUSTOMER OR LICENSEE.
This Agreement supersedes all previous communications, representations, or agreements, either oral or written, between CPS
and CUSTOMER No representations or statements of any kind made by any representative of CPS, which are not stated herein,
shall be binding on CPS. Any modifications or additions to any provision of this Agreement must be agreed to in writing by a
duly-authorized officer of CPS.
Harrison Sears. Tax Assessor
Augusta. Georgia
530 Greene St. A-WI
AUL7lJsta. GA 30911
Phone Number: (706) 821-2310
Fax Number: (706) 821-2530
P.o. Number:
Tax Exempt Number:
NanCE TO CUSTOMER:
Ship To:
Harrison Sears. Tax Assessor
Augusta. Georgia
530 Greene St. A-WI
Augusta. GA 30911
Phone Number: (706) 821-2310
Fax Number: (706) 821-2530
Installation Contact: Clifford Rushton. IT Director
Bill To:
NOTICE TO CPS:
Attn: Harrison Scars. Tax Assessor President
Augusta. Georgia CPS SYSTEMS, INe.
530 Greene St. A-lOl 3400 Carlisle, Suite 500
Augusta. GA 30911 Dallas,TX 75204
CUSTOMER Liaison: CPS Liaison:
Clifford Rushton. IT Director Randy Sellers. Vice President
IN WITNESS WHEREOF, this Agreement is effective upon approval of Augusta-Richmond.. County Commission and
signature of offICer of CPS. By signing below, CUSTOMER acknowledges that CUSTOMER has read, understands, and
agrees to be bound by the tenns and conditions of this Agreement including subsequent pages and all attached EXHIBITS.
Accepted By:
CPS SYSTEMS, INC.
(CPS)
By:
Janles K. fard, r.
President and Chief Operating Officer
/\JW,J Date Signed: ~l 6, l~
~ ~TEST: e1.ffii!~ssion. RECITALS
1. CPS licenses and sublicenses certain computer software; hereinafter referred to as the CPS Software or the Sublicensed
Software and collectively referred to as the Licensed Software.
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2. CPS provides certain computer hardware and related products; hereinafter referred to as the Hardware and/or the Related
Products.
3. CPS provides certain related services.
4. CUSTOMER desires to obtain, pursuant to a license, Licensed Software; and/or CUSTOMER desires CPS to provide related
services.
Page 1
IN CONSIDERA 110N OF the terms and conditions of this Agreement, and other good and valuable consideration, the premises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I - GENERAL TERMS AND CONDITIONS
1. DEFINTIlONS. Unless the context otheIWise provides, for all purposes of this Agreement and all Addenda hereto, the following terms
defmed have the meaning therein specified.
A. APPLICATION SOFTWARE. Software that is problem oriented and in the case of commercial activities may provide data control and
management over accounts payable, accounts receivable, payroll, general ledger, budgeting, fmancial planning, and inventory.
B. BACKUP. A systematic and regular procedure where copies are made on magnetic media of computer programs and/or data files for
archive or reconstructive purposes.
C. CENTRAL PROCESSING UNIT (CPU). A unit of the computer that includes circuits controlling the interpretation and execution of
instructions.
D. CPS HOLIDAYS. New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving Day,
Christmas Eve and Christmas.
E. DATA. A representation of facts, concepts or instructions in a formalized manner, suitable for communication, interpretation, or
processing by humans or by automatic means.
F. DATA BASE. A set of data, part or the whole of another set of data, and consisting of at least one file, that is sufficient for a given
purpose or for a given data processing system.
G. DOCUMENTATION. A collection of information that provides specifications, features, checklist, or operating procedures of
software.
H. FILE. An organized collection of data directed toward a specific purpose.
1. HARDWARE. Physical equipment used in data processing, as opposed to computer programs, procedures, rules, and associated
documentation (software).
J. OBJECT CODE. Machine level program output from compilation or assembly of source code.
K. OPERATING SYSTEM SOFTWARE. Software, normally supplied by equipment manufacturers, that controls the execution of
computer programs and that may provide scheduling, debugging, input-output control, computer system resource accounting, compilation,
assembly, storage assignment, data management and related services.
L. PERIPHERAL EQUIPMENT. The input/output tmits and auxiliary units attached to the CPU such as printers, magnetic tape units,
converters, tape readers, visual display terminals, and floppy disk drives.
M. REMOTE SITE. A location of peripheral equipment sufficiently far removed from the CPU so as to require a telephone or other
common-carrier communications link.
N. SERVICE BUREAU. A commercial enterprise that processes data for others. .
O. SOFTWARE. Computer programs, procedures, rules, and possibly associated documentation concerned with the operation of a data
processing computer system and generally divided into two categories, operating systems and application software.
P. SOURCE CODE. Computer programs before compilation or assembly.
Q. TABLE. An arranged collection of data in which each iteniis uniquely identified by a label or position relative to other items.
R. TELECOMMUNICATION SERVICES. Services provided by CPS using telecommunication equipment and standard telephone lines,
hereinafter referred to as TCS Services. .
S. TIME AND MA TERlALS BASIS. Charges for services that are not included under standard coverage of this Agreement and are
available at the current CPS rates.
T. TIME-SHARING SERVICE. A commercial enterprise that sells computer system resources via remote I/O devices in a time-sharing
mode of operation that enables two or more users to execute computer programs concurrently.
U. WORKSTATION. A configuration of computer equipment designed for use by one person at a time. This may have a tenninal
connected to a computer or it may be a stand-alone system with local processing capability. Workstation may also be known as visual
display terminal (VDT) or cathode ray tube (CRT).
2. ASSIGNMENT. CUSTOMER may assign this Agreement in whole or in part only with the prior written consent of CPS. CPS may assign
this Agreemellt upon written consellt of CUSTOMER, such consent not to he unreasonably withheld
3. CONFIDENTIAL INFORMATION. The parties hereto agree that all proplietary information disclosed by the other during performance of
this Agreement, and identified as proprietary, shall be held in confidence and used only in performance of this Agreement. Each party will
exercise the highest standard of care to protect the other's proprietary data from unauthorized disclosures. If such data is publicly available,
already in one party's possession or known, or is thereafter rightfully and lawfully obtained by one party from sources other than the other
party, there shall be no restriction in its use.
4. WAIVER. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision.
5. NOTICE. Any notices or demands required to be given herein shall be given to the parties in writing, and by certified mail at the addresses
specified herein, or to such other addresses as the parties may hereinafter substitute by written notice given in the manner prescribed in this section.
6. ENTIRE AGREEMENT. It is expressly agreed that this Agreement embodies the entire Agreement of the parties in relation to the subject matter of
this Agreement, and that there is no other oral or written Agreement or understanding between the parties at the time of execution of this Agreement.
A. This Agreement cannot be modified except by the written Agreement of all parties hereto. CUSTOMER further agrees that only an
officer of CPS has the authority to obligate CPS and that CUSTOMER, in entering into this Agreement, has not relied on any
representations, other than those expressly contained in this Agreement.
B. CUSTOMER and CPS further agree that all, if any, plU'chase orders or similar documents that purport to vary or add to the terms and
conditions of this Agreement shall be null and void and shall not vary or add to the terms and conditions of this Agreement.
1. GO VERNlNG LAW. The parties agree that this Agreement shall be governed by the laws of the State of Georgia. Except to the extent that the
provisions of this Agreement are clearly inconsistent therewith, this Agreement will be governed by the Uniform Commercial Code of the State of
Georgia. To the extent that there is to be a delivery or performance of services under this Agreement, such services will be deemed "goods" within
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the definition of such Uniform Commercial Code except when deeming such services as "goods" would result in a clearly umeasonable
interpretation.
All cklims, dispuJes and other matters in question betlJ!.en the CUSTOMER and CPS arising (luJ of or relDti1lg to the Agreement. or the
breach thereof, shall be decided in the Superior Court t1( Riclunond Ct,unty, Georgia. CPS, by executing this Agreement, spedftcaUy consents
t(l venue in Rklunond County and waives any righJ to contest tl,e venue in d,e Superior Court of Rkhnwnd COUl,ty, Georgia.
8. LEGAL CONSTRUCTION. In case anyone or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and bind the parties hereto, their successors and assigns.
10. AUTIlORITY. Each party hereby warrants and represents that their respective signatures set forth herein have been and are on the date of
this Agreement duly authorized by all necessary and appropriate corporate or legislative action to execute this Agreement.
I J. SECTION I.ffiADINGS. All section headings contained herein are for convenience or reference only and are not intended to defme or
limit the scope of any provision of this Agreement.
12. FORCE MAJEURE. Neither party hereto shall be in default by reason of any failure of its perfonnance under this Agreement if such
failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil
disturbance, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation contingencies, unusually
severe weather, quarantine, restriction, epidemic, or catastrophe.
13. SOLICITATION OF EMPLOYEES. Neither CPS nor CUSTOMER shall without prior written consent, during the tenn of this Agreement
nor for a period of one year following its tennination, solicit for employment nor employ, whether as an employee or independent contractor,
any person who is or has been employed by the other during the tenn of this Agreement.
14. EXHIBITS. All Exhibits described in this Agreement are attached hereto, incorporated herein, and made a part of this Agreement for all
purposes.
15. MISSPELLINGS. Misspelling of one or more words in this Agreement shall not invalidate this Agreement. Such misspelled words shall
be read so as to have the meaning apparently intended by the parties.
16. EFFECTIVE DATE. This Agreement is effective upon the date signed by an officer ofCPS and CUSTOMER
17. OHlER SERVICES. If CPS agrees to provide any other services for CUSTOMER, CUSTOMER and CPS agree that the tenns and
conditions of such are governed by this Agreement and at the rates listed in Exhibit A. Such rates are subject to change upon 30 days of
notice.
18. SERVICE RELATED EXPENSES. CUSTOMER is responsible for all expenses not specified as being CPS' responsibility. Such
expenses include, but are not limited to, travel, transportation, food, lodging, long distance telephone charges, and media costs incurred by CPS
in its perfonnance of this Agreement. Travel related expenses are chargeable from the CPS facility in which the servicing employee originates.
19. INDEPENDENT CONTRACTORS. CPS may engage independent contrnctors to perform all or part ofCPS' obligations under this Agreement.
20. PAYMENT. All amounts payable to CPS per Attachment A are due and payable in United States dollars at CPS office in Dallas, Texas,
U.SA
21. LIAISON BETWEEN CPS AND CUSTOMER. CPS and CUSTOMER hereby designate the individuals named herein as Liaisons, who
shall have the duty of acting as points of contact with personnel of CPS and CUSTOMER respectively. CUSTOMER's Liaison shall have the
authority to accept and coordinate the delivery of goods and services provided by CPS. Either party may change its Liaison upon notice to the other party.
22. CUSTOMER DELAYS. If CUSTOMER delays CPS' perfonnance, CPS shall be excused from perfonnance for an amount of time
commensurate with the delay caused by CUSTOMER. Such delays by CUSTOMER that may cause CPS to delay perfonnance include, but are
not limited to, the following:
A. CUSTOMER's failure to adequately prepare CUSTOMER's premises for installation of the Hardware prior to the scheduled delivery
date.
B. CUSTOMER's failure to order fonns or supplies in a timely manner.
C. CUSTOMER's inadequacy in converting CUSTOMER's data for use by the CPS Software including, but not limited to, the following:
(1) Failure to have prepared such data in the fonn and tonnat requested by CPS;
(2) Failure to have prepared such data on or before the date specified by CPS;
(3) Failure to have verified such data for accuracy; and,
(4) Submission of erroneous data to CPS.
D. CUSTOMER's failure to have adequately established the appropriate files for the CPS Software.
E. CUSTOMER's failure to have adequately constructed the tables specified by CPS for the CPS Software.
F. CUSTOMER's failure to have completely prepared the Hardware's installation site prior to the Hardware's actual delivery including,
but not limited to, failure to have all electrical work and cable installation completed.
23. INJUNCTIVE RELffiF. CUSTOMER agrees that all Licensed Software provided pursuant to this Agreement is unique. If CUSTOMER
breaches this Agreement and fails to cure such breach within tl,irty (30) days, then in addition to such other remedies as are available to
CPS, CPS may obtain injunctive relief. This Section shall not be deemed to in any way limit such remedies as may be available to CPS at law
or equity.
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24. LIMITATION OF LlABILffY. All warranties in this Agreement are subject to the following provisions:
A. ALL WARRANTIES IN TIDS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO TIlE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. UNLESS EXPRESSLY WARRANTED HEREIN, ALL GOODS AND SERVICES PROVIDED BY CPS
PURSUANT TO TIllS AGREEMENT ARE FURNISHED ON AN "AS IS" BASIS.
B. CPS SHALL NOT BE LIABLE FOR FAILURE TO PROVIDE, OR DELAYS IN PROVIDING, SERVICES UNDER TIllS
AGREEMENT IF DUE TO ANY CAUSE BEYOND CPS' REASONABLE CONTROL.
C. CUSTOMER EXPRESSLY ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF TI-IE HARDWARE,
LICENSED SOFTWARE, AND PRODUCTS. CUSTOMER EXPRESSLY AGREES TO VERIFY TIlE RESULTS OF ITS USE OF TIlE
HARDWARE, LICENSED SOFTWARE, AND RELATED PRODUCTS AND SERVICES.
D. CUSTOMER IS SOLELY RESPONSIBLE FOR CREATING DAILY BACKUP, AND VERIFYING V ALmITY OF BACKUPS. IN
NO EVENT SHALL CPS BE RESPONSIBLE FOR TIlE LOSS OR DESTRUCTION OF DATA.
E. CUSTOMER UNDERSTANDS AND AGREES 'HIE COMPLEXlTY OF 'HIE COMPUTER SOFTWARE PROVIDED ]S SUCH
THAT IT MAY HAVE INHERENT DEFECTS, LA TENT OR MANIFEST. CPS SHALL USE ITS BEST EFFORTS TO CORRECT
SUCH DEFECTS, IF ANY, IN ACCORDANCE WIlli TIlE LIMITED WARRANTY GRANTED IN ARTICLE II, SECTION 18
ENTITLED "LIMITED WARRANTY".
F. CUSTOMER UNDERSTANDS AND AGREES THAT rr TAKES SOLE RESPONSIBIIJITY FOR USING THE GOODS AND
SERVICES PROVIDED BY CPS WIlli GOODS AND SERVICES NOT PROVIDED BY CPS. .
G. CPS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
WHATSOEVER, SUCI-I AS, BUT NOT LIMITED TO, LOSS OF ANIlCIPATED PROFITS, OR OTIlER ECONOMIC LOSS IN
CONNECTION WIlli, OR ARISING OUT OF THE EXISTENCE OF THE FURNlSHING, FUNCTIONING, OR CUSTOMER'S USE OF
ANY SERVICES OR GOODS PROVIDED IN TIllS AGREEMENT. CPS WlLL NOT BE LIABLE FOR DAMAGES AS INDICATED
ABOVE, EVEN IF CPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
25. TERM. This Agreement shall remain in effect for one (1) years from the Effective Date of this Agreement and shall automatically renew
for subsequent one year terms unless either party gives the other party at least thirty (30) days written notice of its intent not to renew. Upon
termination and receipt of Licensed Software by CPS, CPS shall refund to Licensee any prepaid prorated fees excluding the Initial Licen..<;e Fee (ILl').
26. TERMINATION. This Agreement may be terminated upon written notice in accordance with the following:
A. Either party may terminate in the event of bankruptcy, insolvency, and/or an assignment for the benefit of creditors of or by either
party.
B. In the event CUSTOMER fails to perform in aceordance with the teID1S and conditions of this Agreement including, but not limited to
all addenda hereto; is so notified by CPS; and fails to cure such failure within thirty days following notice, CPS may terminate this
Agreement upon written notice. .
C. Termination of this Agreement terminates all licenses, if any, granted pursuant to this Agreement.
D. Upon termination of this Agreement CUSTOMER shall return all Licensed Software inunediately to CPS.
E. All non-disclosure, non-competition, and confidentiality provisions of this Agreement shall survive its termination.
ARTICLE II - SOFTWARE LICENSE
I. LICENSED SOFTWARE. CPS agrees to provide LICENSEE with the CPS Software and/or Sublicensed Software collectively refer to as
the Licensed Software listed in Exhibit B. CPS Software is application software developed and owned by CPS. Sublicensed Software is
application and/or operating system software owned and supplied by a third party vendor.
A. LICENSEE may subsequently order additional Licensed Software from CPS by requesting such additional Licensed Software from
CPS and executing the copy of a SOFTWARE LICENSE ADDENDUM that CPS sends to confirm LICENSEE's request and returning
such Addendum to CPS.
B. At no additional charge, CPS shall provide LICENSEE with a minimum of two sets of documentation for the Licensed Software. All
docwnentation provided to LICENSEE including, but not limited to, user manuals for the Licensed Software, shall be deemed to be
included within the defmition of the Licensed Software. Additional copies of the documentation are available for an additional charge.
2. SOFTWARE ENVIRONMENT. In order for the Licensed Software to function correctly, LICENSEE must provide a hardware and software
environment in accordance with CPS specifications as shown in Exhibit B. CPS warrants that its licensed software will operate fully
on the hardware and software environment set forth in Exhibit B.
3. SOFTWARE INSTALLATION DATE. As specified herein, CPS or LICENSEE shall install the Licensed Software.
A. If CPS installs the Licensed Software, the date on which CPS loads the CPS Software on the LICENSEE's CPU shall hereinafter be
referred to as the Software Installation Date.
B. If LICENSEE installs the Licensed Software, then the date of delivery to LICENSEE shall be deemed to be the Software Installation Date.
4. LICENSE FEES. LICENSEE agrees to pay the INITIAL LICENSE FEE (ILl') and the MONTHLY LICENSE FEE (MLF) for the CPS
Software and LICENSEE agrees to pay the Initial License Fee (lLF) for the Sublicensed Software specified herein.
5. INITIAL LICENSE FEE. LICENSEE agrees to pay the INITIAL LICENSE FEE (ILl') for the Licensed Software in accordance with the
following:
A. Upon execution of this Agreement, LICENSEE agrees to pay the down payment amOlll1t as specified in Exhibit B and AUachment A.
B. LICENSEE agrees to pay the balance of the INITIAL LICENSE FEE (ILl') specified as in AUachment A.
6. MONTHLY LICENSE FEE. In accordance with the terms and conditions of this Agreement, CPS shall provide LICENSEE with updates,
enhancements, and program corrections for the CPS Software specified in this Agreement. LICENSEE agrees to pay the ANNUAL LICENSE
FEE (ALl') in accordance with this Section.
Page 4
A. LICENSEE agrees to pay the first ANNUAL LICENSEE FEE (ALF) within thirty (30) days of the ANNUAL LICENSE FEE (ALF)
Conunencement Date. The ANNUAL LICENSE FEE (ALF) Conunencement Date shall be the first day of the month following the
Software Implementation Date of the Licenscd Software. Subsequent ANNUAL LICENSE FEE (ALF) payments are due on the same day
of subsequent months of the ANNUAL LICENSE FEE (ALF) Conmlencement Date.
B. After this Agreement has been in effect for one year, CPS may change the ANNUAL LICENSE FEE (ALF) upon thirty (30) days
written notice.
C. Upon termination of this Agreement for any reason, LICENSEE's right to usc and possess the CPS Software shall immediately cease
and LICENSEE shall immediately return the CPS Software and its documentation to CPS.
D. If LICENSEE fails to pay the ANNUAL LICENSE FEE (ALF) when due, CPS may terminate this Agreement in accordance with
Article I, Section 33 entitled "TERMINATION".
E. Sublicensed Software is not subject to ALF; however, should the vendor of Sublicensed Software provide any updates, enhancements,
or corrections, CPS may at its sole discretion make such available at additional cost to the LICENSEE.
7. PROGRAM CORRECTIONS. Program Corrections are defined as changes to the CPS Software necessitated by its failure to meet
published specifications. CPS shall provide Program Corrections in accordance with the following:
A. CPS shall provide reasonable analysis and programming services to correct documented errors which in CPS opinion are caused by a
defect in an unaltered version of the CPS Software.
B. If LICENSEE notifies CPS that there is such an error and CPS investigation reveals that the error is due to some cause other than a
malfunction ofthe CPS Software, then LICENSEE agrees to compensate CPS for its efforts at CPS' then standard rates.
(I) Such other causes that may cause errors include, but are not limited to, hardware malfunctions, erroneous data, errors caused by
LICENSEE's persOlU1el, and errors caused by means not within the reasonable control ofCPS.
(2) If LICENSEE has not acquired the TCS Services, then before CPS will provide scrvices pursuant to this Section, LICENSEE
shall provide CPS with written documentation, as specilied at the time by CPS, of the suspected errors.
8. UPDATES. An Update is defmed as a change made to the CPS Software for one or more of the following reasons:
A. A change in the CPS Software's specifications initiated by CPS.
B. Installation of a Program Correction.
C. A change necessitated by legislative changes to LICENSEE's State Statutes or by procedural changes directed by other State agencies
having policy or procedural control over the LICENSEE's operations. LICENSEE will provide CPS notification of such changes and assist in
interpretation and definition. It is the LICENSEE's responsibility to notifY CPS oflegislative changes and that the changes are defined well enough
to insure the software modifications could be performed by CPSand not require continual changes. It is CPS' iIitent to provide certain legislative
changes which are agreed upon by CPS and LICENSEE that will not have an impact on CPS to the extent that it will adversely affect CPS'
CUSTOMER support and prior commitments to its CUSTOMERs, or create a financial burden beyond the intent and pricing structure of this
Agreement. Provisions to the contrary notwithstanding, the provision of an Update pW"SUant to this Paragraph and whether to charge LICENSEE
for providing such Update shall be at CPS' sole discretion. Legislative changes that require the following are not included as Updates under this
Agreement.
(I) Legislative changes resulting in changes to the application software that would not provide the same substantial fimctions as the previous
software packages.
(2) Legislative changes that would require a major rewrite of the CPS application software package.
(3) Legislative changes that would not be deemed appropriate by the majority of the CPS CUSTOMERs in that state because:
(a) Excessive computer resources are required to accommodate the changes.
(b) The changes could be performed in a more simplified and/or economical manner.
(4) Legislati ve changes where a reasonable amount of time is not provided tor CPS to make such legislative changes dwing regular business
hours.
9. ENHANCEMENTS. An Enhancement is defined as an improvement to the CPS Software. Such improvement includes, but
is not limited to, adding a function, adding a report, adding a CRT input format, and adding a program. From time to time CPS,
in its sole discretion, may choose to make Enhancements for the CPS Software. If CPS does make such Enhancements, CPS
shall provide them to LICENSEE annually in accordance with the Article II, Section 3 entitled "SOFfWARE INSTALLATION
DATE". I{CUSTOMER elects not to accept an Enhancement, then CUSTOMER agrees and understands that the ANNUAL
LICENSE FEE may be increased to reflect the cost of CPS supporting a non-current version. In addition, there may be one-
time costs associated with each update of the non-current versIOn of CPS application software. If the CUSTOMER elects, by
refusing CPS enhancements, to operate a non-supported version of the CPS Software, the CUSTOMER agrees and
understands that all product support is charged on a time and materials basis.
A. LICENSEE acknowledges that the Enhancements may not function with the particular configuration of hardware and software possessed
by LICENSEE and that in order to function, the Enhancements may require additional hardware and software at an additional cost to LICENSEE.
B. LICENSEE also acknowledges that the Enhancements when in use may utilize more system resources than the CPS Software currently
installed. Such additional system resources include, but are not limited to, additional auxiliary storage, additional memory, and additional
use of the CPU.
10. INSTALLATION OF UPDATES, ENHANCEMENTS AND CORRECTIONS. If LICENSEE has acquired the TCS Services, then CPS
shall install the Enhancements, Updates, and Corrections upon LICENSEE's computer system. If LICENSEE has not acquired the TCS
Services, CPS shall install such Enhancements on a Time and Materials Basis.
11. CPS SOFTWARE OWNERSHIP. LICENSEE agrees that CPS claims exclusive ownership of the CPS Software.
A. LICENSEE agrees that LICENSEE acquires neither ownership nor any other interest in the CPS Software, except for the right to use
and possess the CPS Software in accordance with the tcnns and conditions of this Agreement.
Page 5
B. All rights not expressly granted to LICENSEE are retained by CPS.
12. SUBLICENSED SOFTWARE OWNERSHIP. LICENSEE agrees that the ownership of the Sublicensed Software is retained by the third
party vendor.
A. LICENSEE agrees that LICENSEE acquires neither ownership nor any other interest in the Sublicensed Software, except for the right
to use and possess the Sublicensed Software in accordance with the terms and conditions of this Agreement.
B. All rights not expressly granted to LICENSEE are retained by the third party vendor or CPS.
C. LICENSEE agrees to execute any third party vendor license Agreements or related documents required by such vendor.
13. SOFTWARl~ LICENSE. CPS hereby grants to LICENSEE a non-exclusive and non-transferable license for the use and possession of the
Licensed Software for a term of one year.
A. LICENSEE shall use the Licensed Software only upon the computer hardware and at the location where such software is fIrst
installed. Such computer hardware shall be hereinafter referred to as the Designated ConfIguration. If the Designated Configuration is
malfimctioning, LICENSEE may temporarily transfer the Licensed Software to an alternate computer hardware in the same location. If
use of the Licensed Software on such alternate computer hardware exceeds thirty days, LICENSEE shall so notify CPS.
B. LICENSEE's use of the Licensed Software is limited to use with the Designated Configuration including, but not limited to, the
maximum number of workstations specifIed in Exhibit B.
e I) LICENSEE may use the Licensed Software with computer hardware other than the Designated Hardware only with CPS express,
written consent and only after paying CPS, CPS' then current License Fee for the additional computer hardware.
(2) There shall be no additional License Fee for adding workstations identical to those in the Designated Confi.guration, provided the
maximum number of workstations specifIed is not exceeded.
C. The Licensed Software is provided in object code format only. LICENSEE agrees not to modify, reverse engineer, reconstitute, de-
compile, and/or disassemble the Licensed Software. LICENSEE expressly agrees that the license granted herein gives it no rights
whatsoever to the Licensed Software in source code format.
D. LICENSEE may not copy the Licensed Software, except that LICENSEE may make three copies of the Licensed Software for the sole
purposes of backup and provided that LICENSEE gives notice to CPS of the location of all, if any, of such backup copies stored other than
upon LICENSEE's premises.
E. LICENSEE agrees that CPS may enter LICENSEE's business premises during regular business hours to determine LICENSEE's
compliance with this Section.
F. LICENSEE shall not use the Licensed Software in service bureau, time sharing, and/or remote site operations without the express
written consent of CPS and payment of additional fees to CPS.
G. Without CPS express, written consent, LICENSEE shall not modify the Licensed Software nor shall LICENSEE use any means other
than the Licensed Software to modify the files used by the Licensed Software.
H. Provisions to the contrary notwithstanding, ifthis Agreement is terminated, the License granted herein shall immediately terminate.
14. TRANSFERS. Except as explicitly provided for in this Agreement, LICENSEE agrees that it shall neither attempt nor actually sell, give,
lend, lease, convey, transfer, license, provide, diminish, copy, nor in any other manner alienate any of its rights in the Licensed Software,
whether or not ever modified.
15. PROPERTY RIGI-ITS. The parties agree that the Licensed Software including, but not limited to, progranls in source and/or object code
format, systems designs, applications, routines, techniques, ideas, formulae, and/or know-how utilized and/or developed by CPS are and shall
remain the exclusive property of CPS. LICENSEE agrees that the CPS Software contains CPS' trade secrets. CPS shall retain all copyright
interests in the CPS Software, whether published or unpublished. All, if any, modifications made to the Licensed Software by CPS shall be
the exclusive property ofCPS and such modifications shall be deemed to be included within the definition of Licensed Software.
16. NON-DISCLOSURE. LICENSEE agrees not to disclose the CPS Software. LICENSEE further agrees that the CPS Software contains
valuable property of CPS, that LICENSEE shall keep the CPS Software confidential, and that LICENSEE shall not remove such proprietary
notices as CPS may choose to place on the CPS Software.
A. LICENSEE agrees to inform all of LICENSEE's employees who have access to the CPS Software as to the provisions of this Section.
B. LICENSEE agrees to limit the access of the Licensed Software to those employees who in the course of their employment need access
to the CPS Software.
C. LICENSEE agrees not to permit any independent contractor, including, but not limited to consultants, any access to the CPS Software
without such independent contractor first executing CPS' then standard non-disclosure!non-competitive Agreement and returning to CPS
an executed copy. CPS shall provide LICENSEE a copy of such Agreement upon request.
17. COVENANT NOT TO COMPETE. LICENSEE agrees that for as long as the Agreement remains in effect and for a period of two years
following its termination, LICENSEE shall not compete with CPS in the business of providing to others software that performs functions
similar to the CPS Software.
18. LIMITED WARRANTY. CPS makes the following limited warranty:
A. The CPS Software shall function in substantial accordance with its specifications for ninety days after the Software Installation Date.
LICENSEE agrees that the CPS Software is of such complexity that it may have defects, inherent, latent and/or manifest; and that as CPS'
sole liability and LICENSEE's sole remedy, CPS shall provide reasonable programming services to correct documented errors which in
CPS' opinion are caused by a defect in an unaltered version of the CPS Software on tire hardware and software emriornment set forth in
Exhibit B.
B. If LICENSEE notifies CPS that there is such an error and CPS' investigation reveals that the error is due to some cause other than a
malfunction of the CPS Software, then LICENSEE agrees to compensate CPS for its efforts at CPS' then standard consulting rates. Such
other causes that may cause errors include, but are not limited to, hardware malfunctions, use of supplies not recommended by CPS,
erroneous data, errors caused by LICENSEE's personnel, and errors caused by means not within the reasonable control ofCPS.
Page 6
ARTICLE III - SOFTWARE SERVICE
1. SOFTWARE SERVICE. In accordance with the terms and conditions of this Agreement, CPS agrees to provide either Client Assistance
Service or Software Maintenance Service as indicated in f;Xhibit C. Client Assistance Service and Sotlware Maintenance Service are
described in Section 4 and Section 5 respectively of this Article.
2. SOFTWARE COVERED. This Agreement shall apply to all Licensed Software listed in Exhibit C. If LICENSEE acquires additional
Licensed Software, such software shall upon its Sotlware Installation Date become subject to this Agreement if coverage for such software is
available. The annual or monthly service fees for such additional Licensed Software shall be added, as relevant, to the annual or monthly fees
already charged to LICENSEE.
3. FEES AND PA YMENT. For the services provided herein, LICENSEE agrees to pay the monthly or annual service fee as specified in this
Agreement in accordance with Exhibit C with the following:
A. If the service fee is annual, then within thirty (30) days of the Software Service Commencement Date, CUSTOMER agrees to pay CPS
all of the one-time charges and annual fee. Thereafler, the annual fee is due on the anniversary date of the Software Service
Commencement Date.
B. After this Agreement has been in effect for one year, CPS may adjust the monthly service fee and the annual service fee upon thirty
(30) days written notice.
4. CLIENr ASSISTANCE. CPS shall provide Telephone Assistance in accordance with the following for the Licensed Software listed in
Exhibit C.
A. TELEPHONE ASSISTANCE. Telephone Assistance is a service of CPS in which LICENSEE may telephone CPS for consultation
concerning the Licensed Software. The standard period of Telephone Assistance is 8 a.m. to 5 p.m., Central Time, Monday through
Friday, excluding CPS holidays.
(I) During the standard period of Telephone Assistance, CPS shall be available to provide assistance to LICENSEE by telephone.
Such assistance consists of answering LICENSEE's questions concerning use of the Licensed Software.
(2) Calls initiated by CUSTOMER to CPS 1-800 assistance line will be covered by CPS.
(3) CUSTOMER is responsible for all long distance calls initiated by CUSTOMER excluding those calls made to CPS' 1-800
assistance line. CPS shall not provide any Telephone Assistance during CPS holidays.
(4) CPS shall provide Telephone Assistance in times outside the standard period of Telephone Assistance in aceordance with the
Emergency Plan specified in this Agreement. .
B. EMERGENCY PLAN. The Emergency Plan describes the. periods, in addition to CPS' standard period of Telephone Assistance,
during which CPS will be available to LICENSEE for Telephone Assistance for emergency software problems at additional fees.
(I) Emergency Plan A: 8 a.m. to midnight Monday through Friday, except CPS holidays.
(2) Emergency Plan B: 8 a.m. to 5 p.m., every day, except CPS holidays.
(3) Emergency Plan C: 8 a.m. to midnight, every day, except CPS holidays.
(4) Emergency Plan D: twenty four hours a day, every day, except CPS holidays.
(5) Unless otherwise agreed to in writing, all times referred to in this Agreement refer to Central Time.
(6) Emergency Plan selected is shown in Exhibit E. Should no Emergency Plan be specified, then no extended period coverage
under Emergency Plan is included in this Agreement.
C. EXCLUSIONS. The following services are specifically excluded from the basic "CLIENT ASSISTANCE" service. These services are
available at additional cost unless previously provided for in this Agreement
(I) Responding to problems caused by hardware.
(2) Providing anyon-site assistance.
(3) Responding to problems caused by erroneous data.
(4) Responding to the problems, questions, and/or malfunctions concerning changes made to the Licensed Software by non-CPS
personnel.
(5) Responding to problems caused by software other than the CPS Software and/or the Sublicensed Software.
(6) Making modifications to the Licensed Software.
(7) Performing hardware maintenance or hardware diagnostics.
(8) Providing telecommunication services.
(9) Installing the CPS Software or the Sublicensed Software where Licensee has not acquired a modem for TCS Services.
( I 0) Performing operator training.
(11) Responding to problems caused by LICENSEE'S faihrre to allow CPS access to LICENSEE'S computer system.
(12) Responding to problems caused by accident, neglect, rrre, misuse, or any other cause not within the reasonable control ofCPS.
(13) Any other services performed by CPS and not otherwise provided for in this Agreement
5. SOFTWARE MAINTENANCE. CPS shall provide LICENSEE with assistance for the CPS Soflware and Sublicensed Software specified in
Exhibit C in accordance with the following:
A. CPS shall provide Telephone Assistance in accordance with this Article.
B. CPS shall provide assistance with file restructuring at appropriate intervals to be detennined by CPS.
C. CPS shall provide on-site assistance when necessary at the sole discretion ofCPS.
D. CPS shall allow a 50% discount on scheduled classroom training for advanced continuing education.
E. CPS shall provide technical software assistance necessary due to hardware malfunctions except when caused by accident, neglect, fire,
misuse, or any other cause not within the reasonable control ofCPS.
Page 7
F. CPS shall provide TCS Services. In order for LICENSEE to use the TCS Services, LICENSEE must have first acquired a modem and
a standard telephone line. If LICENSEE has the necessary equipment, then CPS shall perform the following services.
(1) When crs distributes Enhancements, Updates, or Corrections, CPS shall install such Enhancements, Updates, or Corrections by
means of a telecommunications connection to CPS.
(2) CPS is responsible for all TCS long distance charges incurred when providing assistance to the CPS Software.
G. The following services are specifically excluded from the basic "SOFTWARE MAINTENANCE" service. These services are available
at additional cost unle.5s previously provided for in this Agreement.
(1) Responding to the problems, questions, and/or malfunctions concerning changes made to the Licensed Software by non-CPS
personnel.
(2) Responding to problems caused by software other than the CPS Software and/or the Sublicensed Software
(3) Making modifications to the Licensed Software.
(4) Performing hardware maintenance or hardware diagnostics.
(5) Performing operator training.
(6) Installing the CPS Software or the Sublicensed Software where LICENSEE has not acquired a modem for TCS Services.
(7) Responding to problems caused by LICENSEE'S failure to allow CPS access to LICENSEE'S computer system.
(8) Responding to problems caused by accident, neglect, lire, misuse, or any other cause not within the reasonable control ofCPS.
(9) Any other services performed by crs and not otherwise provided for in this AgreemenL
ARTICLE IV - TRAINING
1. CPS TRAINING. CPS agrees to provide CUSTOMER with the CPS Training as described in Ex/libit D.
A. CUSTOMER may subsequently order additional CPS Training from crs by requesting such additional CPS Training from CPS and
executing the copy of the TRAINING ADDENDUM that CPS sends to confirm CUSTOMER's request.
B. The CPS training shall consist of a fixed-fee CPS classroom course or training on a time and materials basis. Training will be
conducted on-site or at a CPS facility as designated in Ey;hibit D. .
C. All materials provided to CUSTOMER including, but not limited to user manuals for the CPS Software, shall be defined as CPS
Training Materials. .
2. MAXIMUM NUMBER OF STUDENTS. Certain elements of the crs Training are designed to train a limited number of students at a
time. If there is a maximum number of students for an element of the crs training, the maximum number for such element is specified in
Exhibit G.
A. If more of CUSTOMER's employees choose to attend the crs Training than are specified in this Agreement, CPS either shall charge
an additional charge for every such additional student at crs' then current rates or CPS, in its sole diScretion, may refuse to train such
additional students until a time mutually agreeable to CUSTOMER and CPS.
B. CPS recommends that CUSTOMER purchase CPS Training in all applications of the crs Software and the Sublicensed Software for
at least two of CUSTOMER's personnel.
3. PREREQUISITES. CUSTOMER agrees that the CPS Training is not intended to train CUSTOMER's personnel in their job skills. CPS
Training is intended to provide the basic skills necessary to operate the CPS Software and the Sublicensed Software.
A. CUSTOMER represents that those of its personnel who are to rcccive CPS Training arc competent and have the necessary skills to
pcrform such duties as CUSTOMER may assign them.
B. If CUSTOMER requests that training occur at CUSTOMER's site, then CUSTOMER must provide training facilities and computer
resources in accordance with CPS' instructions and specifications.
4. FEES AND PAYMENT. CUSTOMER agrees to pay crs the total amount due as stated in this Agreement in accordance with this Section.
A. If the training is fixed fee, then
(1) Upon execution of this Agreement, CUSTOMER agrees to pay CPS the down payment amount specified in Exhibit D.
(2) Upon completion of the training specified herein, CUSTOMER agrees to pay crs the balance of the fixed-fee amount specified
in Exhibit D.
B. If the training is on a time and materials basis, then once each month, CPS shall invoice CUSTOMER for the time and materials
charges. C. CUSTOMER also agrees to reimburse CPS for all travel and related expenses arising out of CPS' training of CUSTOMER.
Such expenses include, but are not limited to time in transit, transportation, lodging, and meals.
D. CUSTOMER shall bear all associated travel and related expenses of its employees. Such expenses include, but are not limited to
transportation, lodging, and meals.
5. PROPERTY RIGI.ITS. CUSTOMER agrees that the crs Training Materials are and shall remain the exclusive property of CPS. CPS
shall retain all copyright interests in the CPS course materials, whether published or unpublished. CUSTOMER agrees that the CPS Training
Materials contains trade secrets ofCPS.
6. NON-DISCLOSURE. CUSTOMER agrees not to disclose the CPS Training Materials, to keep the CPS Training Materials confidential,
and to not remove such proprietary notices as CPS may choose to place on the CPS Training Materials.
Page 8
A. CUSTOMER agrees to inform all of CUSTOMER's employees who have access to the CPS Training Materials as to the provisions of
this Section.
B. CUSTOMER agrees not to permit any independent contractor including, but not limited to consultants, any access to the CPS Training
Materials without CPS' express, written consent and without such independent contractor's first executing CPS' then standard non-
disclosure/non-competition Agreement and returning to CPS an executed copy. CPS shall provide CUSTOMER a copy of such
Agreement upon request.
7. LIMITATION OF LIABILrry. CPS MAKES NO WARRANTIES CONCERNING TI-IE CPS TRAINING MATERIALS OR THE
SERVICES PROVIDED PURSUANT TO TIllS AGREEMENT. CPS PROVIDES TI-IE CPS TRAINING MATERIALS "AS IS." CPS
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FrfNESS FOR A PARTICULAR PURPOSE.
Page 9
EXHIBIT A - OTHER SERVICES
I CUSTOMER Au,",'''' Ge",,,",
AGREEMENT
200723R
DESCRIPTION OF SERVICES
PRICE
CAMA Conversion
. $12,500.00
Custom Modifications & Consulting Services
20,000.00
NOTE: Travel Expense including Per Diem expenses such as lodging meals and incidentals are included in pricing.
After the implementation is complete, standard CPS Travel policies shall go into effect.
However, no travel shall be initiated by CPS without prior approval of CUSToMER
Tax, if applicable, is not included in pricing
TOTAL OTHER SERVICES
$32,500.00
CURRENT STANDARD RATES (SUBJECT TO CHANGE UPON 30 DAYS NOTICE):
Programming. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120.00 per hour
Consulting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $150.00 per hour
Conversion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$120.00 per hour
Operating Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95.00 per hour
Telephone Support. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 per hour
Travel Expense. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .~ P\:~I,s: . . . $e;5O per mile
Meals and Lodging. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110.00 per day
EXHIBIT B - LICENSED SOFTWARE
AGREEMENT
200723R
CUSTOMER Augusta Georgia
ITEM NO
300100
909307
909105
LICENSE FEES
INITIAL MONTHLY
$199,045.00 -
AUTHORIZED
DESCRIPTION # WORKSTATIONS
Computer Assisted Mass Appraisal Unlimited
System (CAMA) for HP9000 K450 Series with
1.6GB Memory & 70 GB Disk Storage on the
UX Operating System with Informix Ver. 7.23:
Real and Personal Valuation by:
Cost Approach
Income Approach
Sales Comparison
Scheduling
Appeals/Case Management
Management Information Subsystem
Public Access
State Reporting
.. IQ Report Writer 10
.. IQ Report Writer Manuals 2
.. Four J's Runtime License 38
.. Statit Base System and Statistics 1
.. Winsketch-Graphical Property Drafting 20
.. Informix Online 20
First Year Maintenance
.. Informix RDS Development 3
First Year Maintenance
.. Informix RDS Runtime 17
First Year Maintenance
.. File Magic Imaging System 30
- Annual License Fee (ALF) Structure due CPS Systems for the items mentioned above:
ALF Amount: Terms
$23,800 Initial rate for the Annual License Fee
$27,864 ALF Rate once CPS signs second Georgia Client
$31,848 ALF Rate if CPS signs third Georgia Client
$35,832 ALF Rate if CPS signs fourth Georgia Client
$39,804 ALF Rate if CPS signs fifth Georgia Client
Rates recalculated to reflect CPS's number of Georgia clients as of each December 31st for
identification of the next years ALF rate.
Payment terms will be as follows: CUSTOMER will only be responsible for prorated portion of fees for 1998
based on implementation date. For instance, if November 1st is the implementation date, then the fee for
1998 shall be for 2 months, (2112's), or $3,966.67.
11,000.00 N/A
120.00
7,600.00 N/A
2,390.00 N/A
4,000.00 N/A
22,500.00 N/A
4,800.00
2,025.00 N/A
420.00
3,825.00 N/A
816.00
27,000.00 N/A
TOTAL INITIAL LICENSE FEES
TOTAL MONTHLY LICENSE FEES
$285,541.00
-
OTHER CHARGES:
TELECOMMUNICATION SERVICES
INSTALLATION CHARGE
0.00
2,280.00
TOTAL
$287,821.00
-
NOTE: Tax, it applicable, is not included in the pricing.
CPS has provided the first year maintenance prices as provided by Intermix. CUSTOMER shall renew maintenance directly with
Intermix, annually, at their then current rates in erder to receive needed support trem CPS and Intermix.
* Sublicensed software
EXHIBIT C - SOFTWARE SERVICE
CUSTOMER Augusta Georgia
AGREEMENT
200723R
I
ITEM NO
300100
909307
909105
CLIENT ASSISTANCE
SOFfW ARE MAINTENANCE
x
or
EMERGENCY TOTAL
BASE PLAN MONTHLY
DESCRIPTION FEE FEE FEE
Computer Assisted Mass Appraisal $1,194.00 N/A -
System (CAMA) for HP9000 with the
Real and Personal Valuation by:
Cost Approach
Income Approach
Sales Comparison
Scheduling
Appeals/Case Management
Management Information Subsystem
Public Access
State Reporting
IQ Report Writer 120.00 N/A -
Four J's Runtime License 30.00 N/A -
Statit Base System and Statistics 8.00 N/A -
Winsketch-Graphical Property Drafting 30.00 N/A -
File Magic Imaging System 174.00 N/A **
*Annual Software Maintenance (ASM) Fee Structure due CPS Systems for the items mentioned above:
ASM Amount: .
$18,672
$21,780
$24,888
$28,008
$31,116
Term's
Initial Rate for the Annual Software Maintenance
ASM Rate once CPS signs second Georgia Client
ASM Rate if CPS signs third Georgia Client
ASM Rate if CPS signs fourth Georgia Client
ASM Rate if CPS signs fifth Georgia Client
Rates recalculated to reflect CPS's number of Georgia clients as of each December 31 st for the
identification of the next years ASM rate.
Payment terms will be as follows: CUSTOMER will only be responsible for prorated portion of fees for 1998
based on Implementation date. For instance, if November 1 st is the Implementation date, then the fee for
1998 shall be for 2 months, (2112's), or $3,112.00.
TOTAL MONTHLY CHARGEu
-
or
IF PAID ANNUALLY
* COMMENCEMENT DATE:
PAYMENT TERMS:
(please check one only)
MONTHLY
-
Upon Software Implementation
or
ANNUALLY
NOTE: Tax, if applicable, is not included in pricing.
EXHIBIT D - TRAINING
CUSTOMER Augusta Georgia
AGREEMENT
200723R
DESCRIPTION
MAXIMUM
NO STUDENTS
FIXED
FEE
One Hundred (120) Hours of Training:
Computer Assisted Mass Appraisal
10
$11,400.00
Eighty (80) Hours of Training:
Computer Assisted Mass Appraisal
10
Included
NOTE: Travel Expense including Per Diem expenses such as lodging meals and incidentals are included in pricing.
After the implementation is complete, standard CPS Travel policies shall go into effect.
However, no travel shall be initiated by CPS without prior approval of customer.
Tax, if applicable, is not included in pricing
TOTAL FIXED FEE
$11,400.00
LOCATION:
On-Site
TIME AND MATERIALS RATES:
ESTIMATED HOURS: N/ A
RATE PER HOUR:
N/A
ESTIMATED TOTAL TRAINING COST:
$0.00
TOTAL
$11,400.00
ATTACHMENT A-PAYMENT SCHEDULE
CUSTOMER Augusta Georgia
AGREEMENT 200723R
rTEM
PAYMENT BALANCE
Software (Initial License Fee)
Computer Assisted Mass Appraisal (CAMA) System: (from Exhibit B)
50% Down Payment due upon Contract Signing
15% Payment due upon Installation and the receipt of manuals
and Acceptance of Phase 1 Modifications
15% Upon Acceptance of Phase II Modifications
20% Payment due upon 60 days after Implementation
$99,522.50
29,856.75
$199,045.00
99,522.50
29,856.75
39,809.00
39,809.00
Third Party Software: (from Exhibit B)
Payment due upon Contract Signing
86,496.00
Modifications (from Exhibit A)
Due upon Acceptance of Phase I Modifications
Due upon Acceptance of Phase II Modifications
10,000.00
10,000.00
Miscellaneous
Installation: (from Exhibit B)
Payment due upon Completion
Conversion: (from Exhibit A)
50% Payment due upon Commencement
50% Payment due upon Completion
Training: (from Exhibit G)
Payment due upon completion of training days as they occur
Delivery Dates
Phase I Modifications
Phase II Modifications
.2,280.00
6,250.00
6,250.00
6,250.00
11,400.00
July 1, 1998
September 1, 1998
Implementation
November 1, 1998
TOTAL
$331,721.00
A TT ACHMENT B - SOFTWARE REQUIREMENTS
I CUSTOMER Augusta Geo'l2'
AGREEMENT
200723R
ITEM
STATUS
Overall Requirements
1. Imaging Software
Imaging has been included in this contract
Digital Cameras not been removed (not included) from this contract.
2. Custom Reports Listed Below
Street Address Cross Reference
Subdivision Cross Reference
Real Property Alpha Cross Reference
Business Alpha Listing
Boats and Motors Alpha Listing
Business Account Listing by Category
Exempt Property Listing (Tax)
Street Listing for 02 03 04
Parcel Information Summary
Street Alpha Cross Reference Townships 02 03 04 .
Valuation Penalty Report
Personal Property Totals
Exempt Property Listing (Current)
Business Comments = R
Property Assessment Changes Report
Land Edit Report
Map Land Edit Report
Neighborhood Land Edit
Building Use Report
Acreage by Range
Commercial Building Use Report
Exempt Property Listing (Tax)
Sales History
Mobile Home Listing with Homestead
Mobile Home Listing without Homestead
Land Assessment Change List
Amendment I Historical Listing
Build Board Action Edit
Delete Board Action Edit
Acreage Labels
List Parcel without Neighborhood Code
Land Segment Report
Commercial Building Section Use Report
Property Assessment by Neighborhood
Property Assessment for All Neighborhoods
Build Real Notice File
Print Real Notice File
Mailing Labels for Parcels via Select
Exempt Property Listing (Current)
Transfer Report
Included
Phase II
Phase II
Modification
Phase I
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase I
Phase I
Phase I
Phase I
Phase I
Phase I
Phase I
Phase I
Phase I
Phase ,
Phase I
Phase I
Phase I
Phase "
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Phase
Exempt Property Listing (Tax)
Clean-Up Homestead Labels
Parcels with Exempt Codes
Exempt Digest Listing
Exempt Property Listing (Current)
State Consolidation Sheets
CPS will work with the County staff to develop these reports within the report
writer or will write programs to produce these reports.
3. Data Transfer to Collection System
The CPS CAMA System includes a program to put preliminary tax rolls,
certified tax rolls, and supplemental tax rolls in a data file or tape. This
process is used to send the assessment data to the tax collection office
from the appraisal office. An option for this process is to select data by
change date to allow changes made on the assessment I appraisal roll to
be forwarded to the collection office via this file or tape.
4. Custom Process to Manipulate Report Output
The report writer included in the CPS CAMA System allows the output
to be directed to ascii files for manipulation as well as spreadsheet
and word processing formats.
Personal Property Requirements
5. Pre-printed Personal Property Form
The CAMA System included in this contract contains programs to
generate Personal Property Business Return Forms. These programs
will be modified to generate the current Statement of Business Assets
form of the County.
6. Personal Property Summary Sheets
A Personal Property Summary Sheet is included in the CPS CAMA
System. CPS will modify the format of this form to a Georgia standard
format with the assistance of the County staff.
7. Field for Percentage of Functional Obsolescence on Personal Accounts
Included in the CAMA System.
8. Computer Generated Numbers for Changes to Digest (ACO's) and
Print Required Forms
Included in the CAMA System. CPS will modify the form generated
by the supplemental process to meet the requirements of the State of .
Georgia and the County.
9. Mailing Labels for Businesses
Ability to create custom labels included in the IQ Report Writer
10. Computer Generated Notices for Value Change of +/- $500 (If a Business
Account Increases or Decreases a Certain Amount)
Included in the CAMA System. CPS will modify the form generated
by the Reappraisal Notice Program to meet the requirements of the
State of Georgia and the County.
11. Report Exemptions
The CAMA System includes programs that provide various exemption
lists and totaling reports
12. Flag Real Estate Account where Personal Property Account has Amendment
Attached.
CPS will modify the processing of accounts to automatically flag the
associated real estate account (for the specific personal property account)
when an amendment is added to the personal property account.
13. Freeport Exemptions
CPS will modify the processing of accounts to notify the data entry staff
that raw materials and goods in transfer are ready to exempt when data
entry is made on these accounts.
Real Estate Requirements
14. Land to Building Ratio on Sales
Phase I
Phase II
Phase I
Phase I
Phase I
Phase II
Phase I
Included
Phase "
Modification
Phase "
Modification
Phase II
Modification
Phase "
Included
Phase II
Modification
Phase II
Included
Phase"
Modification
Phase II
Included
Phase I
Modification
Phase II
Modification
Phase II
Modification
CPS will work with the County's staff to develop the formula necessary
provide land to building ratio calculations in its sales ratio reporting.
15. PRC according to our specifications
A property record card is included in the CPS CAMA System. CPS
will modify the format of its PRC to a Georgia standard format with
the assistance of the County staff.
16. Need Multiple Years in Which to Work
CPS will convert the various years of data from the County's current
database into the CPS CAMA System.
17. Land and Building Separate Calculations
CPS will work with the County's staff to develop procedures to
calculate land values only, building values only, or both values. CPS
desires to maintain its current level of data integrity while addressing
the County's calculation concerns.
18. Do Not Allow PIN's to be Split if Taxes are Due
CPS has no access to the County's tax collection software and cannot
commit to developing the link necessary to check taxes paid before
allowing parcels to be split in the CAMA system. County to provide data
file of accounts that have taxes due in a standard flat format. CPS to
provide program to update appraisal accounts to flag where taxes are
due and modify split programs to notify data entry operator that taxes are
due before processing the split and require the operator to respond to the
notification before proceeding.
19. Carry over Certain Fields doing splits
The CPS CAMA System copies specified property data from the parent
parcel to child parcels in its split processes.
20. Ability to Print or only View Reports
The CPS CAMA System allows. the operator to direct the output for reports to
printers, the screen or to disk files.
21. Ability to Move All Parcel's Info to Another Map .
The CPS CAMA System allows the operator to move parcels from one map to
another map without having to rekey the entire parcel data.
22. Ability to Re-Activate Building and PIN's
The CPS CAMA System allows individual property records (buildings, land,
etc.) and parcels to be reactivated without having to rekey the entire record.
23. All State Mandated Current and Future Requirements
State mandated requirements are covered in this contract in Article II Section 8c.
24. Previous Mailing Address
CPS will modify its CAMA System to hold and display the previous mailing
address.
25. Training Manuals
Training manuals are provided with the CPS CAMA System.
26. Need Formula for Mean and Median Adjustment Percentage
CPS will work with the County's staff to develop the formula necessary
to add a calculated adjustment factor to the ratio reports representing the
amount of adjustment necessary to bring the tested property sampling to
a sales ratio of 100%.
27. Annexations
The CPS CAMA System tracks property that is annexed and deannexed
from taxing districts and the associated values for reporting.
28. Marshall and Swift for Mobile Homes
The CPS CAMA System allows County to maintain valuation schedules
using various sources including Marshall and Swift. The County is
responsible for purchasing any subscriptions necessary to obtain the
Marshall and Swift valuation tables.
29. Screens
CPS will modify the field names on the various CAMA screens to create a
Phase I
Modification
Phase I
Modification
Phase I
Modification
Phase II
Modification
Phase II
Included
Phase II
Included
Phase I
Included
Phase II
Included
Phase II
Modification
Phase II
Modification
Phase II
Included
Phase I
Modification
Phase I
Included
Phase II
Included
Phase I
Modification
Georgia standard with the assistance of the County staff.
30. Alert data entry clerk of a significant change in value (increase or decrease)
at the time the data is entered.
CPS will create a window message to alert the data entry clerk of these
value changes and require responses from the data entry clerk to proceed
with the data entry.
31. Need to add a line to TXMP screen for the option to print assessment notice from
the TXMP screen.
CPS will modify the existing assessment notice program to include various
headings or special notes as needed to meet the requirements of the
County and the State of Georgia.
32. Need a program which will compare the 100% cost of the prior year with the 100%
cost of the current year and print a list of those accounts showing a significant change.
CPS will modify the existing prior and current roll comparison program to allow
the user to select property types to select with the various change percentage
amounts.
33. Need a program to provide for random selection of account for audit.
CPS will modify its property audit system to meet the requirements of the county
and the State of Georgia in selecting accounts to be audited and tracking
the audits.
34. Need report comparing the previous year depreciated values with the current year
depreciated values. The printout will show the percent change and the dollar value
change of all accounts for both increases and decreases.
CPS CAMA System has a report to print the accounts as defined.
Phase I
Modification
Phase II
Modification
Phase II
Modification
Phase "
Modification
Phase "
Included
Phase II
Addendum to CPS Systems, Inc. Contract 200732R
Augusta, Georgia executed April 6, 1998
The parties agree to amend the Agreement as follows:
3)
d)
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5)
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By].
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Title:
Date Sil711erl'
~ --0----.
1)
Add to Article I, a new section, "27. DELlVERABLES.
a) CPS agrees to complete the software modifications included herein and referenced as Phase I an
Phase " by July 1, 1999. CUSTOMER acknowledges that these items may be combined and thE
acceptance will be performed by the CUSTOMER on the items as combined. Combining of any items t,
be agreed upon by the CUSTOMER in writing.
b) The Phase I and Phase" modifications include report program changes and CPS agrees to have c
printed and completed copy of these reports ready by July 1, 1999. CUSTOMER agrees to use thei!
personnel, facilities and computer hardware in the production of these reports.
c) CPS further agrees to provide documentation showing which data field populates each field on every
screen by July 1, 1999 as an aid to ad hoc report writing desired by the CUSTOMER.
d) CPS agrees to test the CPS application software for Year 2000 compliance and have these tests
completed to the satisfaction of the CUSTOMER by September 30, 1999. CUSTOMER agrees to provide
facilities and personnel as needed for the Year 2000 tests and CPS agrees to provide personnel and
resources as needed to complete these tests. .
e) CPS agrees to provide refresher training for the CUSTOMER's employees on an as needed basis until
live production of the system commences.
Add to Article I, a new section, "28. YEAR 2000 DATE CHANGE COMPLIANCE WARRANTY. CPS warrants that
any CPS Software product furnished pursuant to this Agreement shall support a four-digit year format and be able
to accurately process date and time data from, into, and between the twentieth and twenty-first centuries, and the
years 1999 and 2000, as well as leap year calculations. "Product" shall include, without limitation, any piece or
component of equipment, hardware, firmware, middleware, custom or commercial software, or internal
components or subroutines therein. In the event of any decrease in Product functionality or accuracy related to
time and/or date data related codes and/or internal subroutines that impede the Product from operating correctly
using dates beyond December 31, 1999, CPS shall restore or repair the Product to the same level of functionality
as warranted herein, so as to minimize interruption to County's ongoing business processes, time being of the
essence. In the event that such warranty compliance requires the acquisition of additional programs, the expense
for any such associated or additional acquisitions that may be required, including, without limitation, data
conversion tools, shall be borne exclusively by CPS. Nothing in this warranty shall be construed to limit any rights
or remedies the County may otherwise have under this agreement with respect to defects other than Year 2000
performance. CPS shall obtain the same assurances from all other supplier whose products CPS relies upon for
the operation of the CPS Software and shall furnish them to the county upon request.
Add to Article I, a new section, "29. LICENSED SOFTWARE UPGRADE. Should CPS decide to make available
to Georgia Assessors, its ORACLE based, GUI, CAMA product, CUSTOMER has a right to upgrade to this
version. CPSagrees not to assess any additional one time license fees but will be responsible for paying any
increases to the existing recurring fees, additional training as needed, third party software licenses, and any
additional hardware deemed necessary to operate this version. CPS agrees to convert the data from the current
INFORMIX system to the ORACLE version at no cost s.hould election be made."
Add to Article I, a new section, "30. PROJECT MANAGEMENT. CPS agrees to assign Will Gooch, an employee
of CPS, to act as Senior Project Leader through July 1, 1999. Should turnover occur in this position before July 1,
1999, CUSTOMER has the right to approve the next Senior Project Leader. .
Add to Article I, Section 32, TERMINATION, "F. If CPS is found in breach of Article I, Sections 27 through 30, is
so properly notified of the. breach pursuant to Article I, Section 5, and fails to cure such breach within 30 days,
CUSTOMER can termih-ate this Agreement and CPS will refund to CUSTOMER all monies paid to CPS as part of
this Agreement.
2)
Accepted By:
CPS SYSTEMS, INe.
'J- /; 7 ! 7 ?
I I
~
President and Chief Operating Officer
Date Signed:
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