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HomeMy WebLinkAboutHANSEN INFORMATION TECHNOLGIES SOFTWARE LICENSE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the :J..r day of July 2005 (the Effective Date") by and between Hansen Information Technologies, Inc. ("Hansen") a California corporation having corporate offices at 11092 Sun Center Drive, Rancho Cordova, CA 95670, and Augusta, Georgia, a political subdivision of the State of Georgia ("Licensee"), with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911. This contract will operate in accordance with Augusta, GA RFP 04-114 and any item herein outside of such must be completed as in contract or be subject to penalty clause. In case of conflict between the original RFP and this contract, this contract shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It may only be modified in writing and must be signed by authorized representatives of both parties. Recitals WHEREAS, Hansen owns the rights and possesses the intellectual property to certain computer Software products and related services from which Hansen derives substantial independent economic value; and WHEREAS, Hansen has the capability and desires to provide Software licensing and related services to the Licensee; and WHEREAS, the Licensee desires to obtain licensing for the use of the defined computer Software products and access to related services covered under the Hansen-owned copyrights, trademarks, trade names, patents and intellectual property rights solely in accordance with terms and conditions set forth in this Agreement: NOW THEREFORE, the parties hereto agree as follows: / 1.0 DEFINITIONS 1.1. "Agreement" means this Agreement, together with all appendices, exhibits, schedules, attachments, and addenda as the same may be amended, modified or supplemented. 1.2. "Software" means the computer programs, in object or executable form, which Hansen offers for license to its customers, and related user documentation and source materials. Products covered by this Agreement include Hansen's product library of Microsoft Windows-based client/server asset management, billing, tax and permit systems satisfying the requirements described in Attachment 1, attached hereto and made a part hereof, and other associated products and related services as may be included in this Agreement or as part of any future addenda. For the purposes of this Agreement, the term "products" includes any improvements, enhancements, changes, alterations, modifications, or amendments to the products provided by Hansen. 1.3 "Object Code" means a collection of statements making up a Software program, whether in written form or in magnetic or other machine-readable form, and characterized by the Software License Agreement Page I of 64 SOFTWARE LICENSE AGREEMENT 1.3 "Object Code" means a collection of statements making up a Software program, whether in written form or in magnetic or other machine-readable form, and characterized by the fact that, in written form, it consists solely of numbers or other symbols and is not intelligible without deciphering or translation. 1.4 "Source Code" means a collection of statements making up a Software program, whether in written form or in magnetic or other machine-readable form, and characterized by the fact that it is intelligible in written form. 1.5 "Source Materials" means a computer program's source code; printed copies (listings) of the source code; all related written materials, comments, and documentation; database schemas, and any and all other materials used by Hansen in the development, maintenance, and support of the products. 1.6 "Price Quote" means the listing of Hansen products, services and associated prices to be provided under this Agreement, attached to this Agreement as Attachment 2. 1.7 "Software Tools" means a set of auxiliary programs supplied by Hansen to servIce, maintain or otherwise modify the Software. 1.8 "Proprietary Information" means any information related to the above-stated purpose which is identified as proprietary information, including, but not limited to, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, and also business and financial information, or the like. 2. LICENSES 2.1 Hansen grants to Licensee and Licensee agrees to accept on the following terms and conditions a non-exclusive and non-transferable license to use the Software and other associated written materials and documentation (referred to separately and collectively as "the Software"). Said Software, and the costs therefore, is described on Attachment 2 incorporated in and made a part of this Agreement and such other Software, documentation or materials as Hansen provides Licensee. Hansen grants Licensee the following rights provided Licensee complies with all terms and conditions of this Agreement: a. Installation - Server Software. "Server Software" provides services or functionality on Licensee's server (Licensee's computers capable of running Server Software are "Servers"). Licensee may install and use one copy of the Server Software on a single processor. Licensee may also install a Training and Test instance, but only one Production instance. Software License Agreement Page 2 of 64 SOFTWARE LICENSE AGREEMENT If the Server Software is used on a Server that fails, Licensee may use the Server Software on a temporary basis on a Server that is employed only for fail-over support. b. Server Client Access License (HCAL'') Requirements. CALs that Licensee acquires may be used in conjunction with any of Licensee's Server Software. Licensee must acquire a separate CAL for each User that accesses or otherwise utilizes the services of the Server Software. Hardware or software that reduces the number of Users directly accessing or using the Server Software does not reduce the number of required CALs. The number Licensee needs is based on the number of distinct inputs to the hardware or software "front end'. Version Matching. Any CAL must have the same or later version number than the corresponding version number of the Server Software being used. c. Reservation of Rights. Hansen reserves all rights not expressly granted to Licensee regarding Server and End User License Agreement. d. Downgrades. Instead of installing and using the Server Software, Licensee may install and use one copy of an earlier version of the Server Software on a single Server, provided that the Licensee completely removed such earlier version and install the original Server Software within a reasonable time. Licensee's use of such earlier version shall be governed by this Agreement and the Licensee's rights to use such earlier version shall terminate when Licensee installed the original Server Software. 2.2 Licensee recognizes that Hansen is and shall continue to be the owner of the Software and that the Software is not rented, loaned, or sold to Licensee. All rights not specifically granted in this Agreement are reserved to Hansen. 2.3 The license under this Agreement authorizes Licensee to use the Software subject to the terms and restrictions set forth in this Agreement. Neither this License Agreement, the license provided for herein, nor the Software may be assigned, sublicensed, or otherwise transferred to any person or entity by Licensee. Licensee may license additional software in the future utilizing this Agreement. 2.4 Licensee shall not copy the Software except as expressly authorized herein; provided that Licensee may make as many copies as reasonably necessary for archival and back-up purposes. All trademark, copyright and proprietary rights notices must be faithfully reproduced by Licensee and included on such authorized copies. Licensee may copy limited documentation for its internal training, management, and process control purposes. Licensee may move the Server Software to a different Server. Software License Agreement Page 3 of 64 SOFTWARE LICENSE AGREEMENT 2.5 To use a Product identified as an upgrade, Licensee must first be licensed for the product identified by Hansen as eligible for the upgrade. After upgrading, Licensee may no longer use the product that formed the basis for Licensee's upgrade eligibility. 2.6 This Agreement applies to updates or supplements to the original Product provided by Hansen, unless other terms are provided along with the update or supplement. The Product may contain certain Modules (each, a "Module") that included a separate end user license agreement (a "Module Agreement". The terms of any Module Agreement are herein incorporated by reference to this Agreement; in the event of any inconsistencies between this Agreement and any Module Agreement, the terms of this Agreement shall control. Each assigned user will require a CAL. During the term of this Agreement, Hansen grants Licensee the right to acquire Licenses to additional application packages offered by Hansen, upon payment of the applicable license fees. In the event Licensee elects to exercise its rights to acquire Licenses to one or more of the additional application packages, the terms of the License for such additional application packages shall be as set forth in this Agreement. 3. PAYMENT / FINANCIAL CONSIDERATIONS 3.1 In consideration of the license granted to Licensee by this Agreement and the services set forth in the System Requirements described in Attachment 1, Licensee shall pay to Hansen the fees and expenses as set forth in Attachment 2. The total amount paid by Licensee shall not exceed this Fee unless approved by Licensee in writing. 3.2 Labor costs, costs associated with subcontract work, bonding costs, and direct expenses such as printing, meter rental, telephone and commercial computer software are included in the maximum compensation. Hansen will invoice Licensee for services (including installation, customization, training and additional services) as detailed in Attachment 2. 3.3 Prior to the making of this contract, Hansen shall have obtained a performance bond in the amount of $420,000.00 (four hundred twenty thousand dollars). Proof of the acquisition of the bond shall be provided to the Licensee and attached to the contract as Attachment 10. 3.4 Hansen will invoice thirty percent (30%) of the total contract amount upon contract signing, forty percent (40%) upon software installation, and the balance will be invoiced at Project Acceptance as detailed Attachment 3. Payment will be due upon receipt of InVOIce. 4. PROFESSIONAL SERVICES 4.1 Licensee hereby retains Hansen and Hansen hereby agrees to perform certain Professional Services as set forth herein. The project will consist of the delivery of the Software, installation, implementation, data conversion analysis, scope requirement analysis (financials), GIS Consultation, and training, as specified in Attachment 2 and Attachment 3. Software License Agreement Page 4 of 64 SOFfW ARE LICENSE AGREEMENT 4.2 Professional Services fees are provided in Attachment 2. Professional Services will be invoiced according to the project schedule and milestones found in Attachment 3. 4.3 Payment shall be made within thirty (30) days of invoice. Licensee will make every effort to pay all invoices as expediently as possible. 4.4 Hansen agrees to provide the services of Melissa Oliver as Project Manager for Licensee while in the employment of Hansen in the capacity of project manager. Hansen further agrees that the Licensee has the right, acting reasonably, to terminate the use of, and request Hansen to replace any employee of Hansen assigned to the Licensee who does not, in the sole opinion of the Licensee meet the Licensee's requirements. Likewise, if Ms. Oliver's position or job should change through promotion or other means (other than reassignment to another project not at the request of Licensee) Licensee agrees to work with a qualified replacement candidate for the remainder of the project. 5. PROPRIETARY INFORMATION AND OPEN RECORDS 5.1 Licensee acknowledges that the Software, the Documentation and other information relating thereto (including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant to this Agreement are owned by Hansen and include trade secrets and other confidential and proprietary information of Hansen, and Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without Hansen's prior written consent or pursuant to Court order. 5.2 Licensee shall make no attempt to reverse compile, disassemble, or otherwise reverse engineer the Software or any portion thereof. These obligations of confidentiality shall survive termination of the license granted herein. 5.3. Licensee shall not create, or allow any other person or entity to create, any derivative work or product based on or derived from the Software, data model or documentation or modify any Software, data model, or documentation without the prior written consent of Hansen. Licensee acknowledges that the Software and related output are trade secrets of, and proprietary to, Hansen. Licensee agrees not to: (i) use any of the Software and related output except in accordance with the terms of this Agreement, (ii) disclose any of the Software and related output to any other person, or (iii) allow any other person to inspect, use or copy any of the Software and related output. 5.4. Licensee acknowledges and recognizes that the Software; including, but not limited to Object and Source Codes, and Source Materials, and all associated intellectual property rights are the property of Hansen and that Hansen holds the copyright interests therein, . the Programs and Documentation being treated as unpublished works. Licensee also recognizes and acknowledges the trademarks, trade names, copyrights, patents, intellectual property and trade secrets of any proprietary software utilized within or in connection with the Software (e.g. Oracle). Licensee and its employees agree to cooperate in good faith to secure and preserve Hansen's right and title to the trademarks, trade names, copyrights, patents, intellectual property and trade secrets. Licensee and its Software License Agreement Page 5 of 64 SOFfW ARE LICENSE AGREEMENT employees understand: (1) that Hansen's trademarks, trade names, copyrights, patents, trade secrets and intellectual property have independent economic value, (2) that the independent economic value derives from the fact that Hansen's information is not generally known to the public nor known to Hansen's competitors or others in the public works Software field, (3) that this Agreement to maintain Hansen information secrecy is reasonable, and (4) that they owe a duty to Hansen to maintain and protect secrecy. 5.5. Licensee and its employees expressly agree to retain in confidence all information, formula, compilations, programs, methods, techniques, processes, ideas and concepts imparted by Hansen regarding the trade secrets of Hansen, including but not limited to, Hansen's data element dictionary, data definition language, data model, technical and instructional manuals, documentation, descriptions, computer screens, reports, table codes, forms, schema, flow diagrams, instructions and any other information provided by Hansen to Licensee. 5.6. Licensee agrees to limit its use of any knowledge obtained from Hansen to those activities covered under the terms of this Agreement. Specifically, Licensee and its employees are explicitly prohibited from the design, development, or reverse engineering of any product. Licensee also is explicitly prohibited from modifying, changing, customizing, improving, or enhancing Hansen's products. Furthermore, Licensee understands that any individual characteristic or component supplied by Hansen, each of which, by itself, may be in the public domain, but is contained in the unified Hansen process, design and operation of its products, represents a unique combination and affords a competitive advantage and is a protectable secret. 5.7. Hansen's products are copyrighted by Hansen. Except as provided for herein, Licensee agrees not to remove any copyright notices or confidential or proprietary legends from the Software, incorporated products or Software tools without Hansen's prior written consent. Except as provided for herein, neither Hansen nor Licensee shall use the other's trademarks or trade names on products or other materials without the prior written consent of the other. 5.8. Licensee shall require that the Hansen Software and associated materials be maintained in a manner so as to reasonably preclude unauthorized persons from having access thereto. Licensee shall use reasonable efforts to assist Hansen in identifying any unauthorized use, copying, or disclosure of any portion of the Hansen Software by any present or former staff member, upon being provided reasonable evidence that such unauthorized disclosure, use, or copying may have occurred. 5.9. Licensee 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.) Hansen shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. Hansen shall clearly mark any information provided to Licensee which Hansen contends is Proprietary Information. Hansen shall notify Licensee immediately of any Open Records request arising out of this contract and shall provide to Licensee a copy of any response to the same. Software License Agreement Page 6 of 64 SOFTWARE LICENSE AGREEMENT 6. LICENSEE RESPONSIBILITIES 6.1 Licensee shall assist Hansen by placing at its disposal all available information pertinent to the project including previous reports and any other data relative to the Hansen servIces. 6.2 Licensee shall obtain advice of an attorney, insurance counselor and other Consultants as Licensee deems appropriate, for examination and rendering of decisions pertaining to documents presented by Hansen relating to this project within a reasonable time so as not to delay the services of Hansen. 6.3 Licensee shall give prompt written notice to Hansen whenever Licensee observes or otherwise becomes aware of any development that affects the scope or timing of Hansen Services. 6.4 Licensee shall bear all costs incident to compliance with the requirements of Section 6. 6.5 Licensee agrees to provide Hansen with appropriate access to their facilities, personnel, data systems, and other resources, as necessary. Licensee acknowledges that the implementation is a cooperative effort and that Licensee must complete its designated tasks in a timely manner in order for Hansen to proceed with and complete the Services. 7. HANSEN RESPONSIBILITIES 7.1 Hansen warrants the Software to operate in all material respects as specified in the Documentation. This warranty shall be perpetual as long as Licensee has a current maintenance agreement with Hansen. For one (1) year following installation, Hansen will design, code, check out, document, and deliver promptly any amendments or alterations to the software that may be required to correct errors present at the time of acceptance. This warranty is contingent upon Licensee advising Hansen in writing of such errors within one (1) year from "Go Live" of the last module implemented as defined herein. 7.2 As this project will potentially encompass data that existed prior to the year 2000, Hansen represents that Hansen software application has been tested and is Year 2000 compliant. Specifically, Hansen software shall correctly process date data within and between the 20th and 21 st century, provided that (a) the software is used in accordance with its associated documentation, and (b) all other technologies used with it properly exchanges date data within it. Hansen has proposed modern technology be used with this project which Hansen is informed and believes is year 2000 compliant. 8. RIGHTS OF TERMINATION 8.1 The license granted by this Agreement is effective until terminated. Hansen has the right to terminate the license granted under this Agreement if Licensee is in default of any term or condition of this Agreement, and fails to cure such default within sixty (60) days after receipt of written notice of such default. Without limiting the foregoing Licensee shall be Sottware License Agreement Page 7 of 64 SOFTWARE LICENSE AGREEMENT deemed to be in default if Licensee becomes insolvent or any proceedings should be commenced by or against Licensee under any bankruptcy, insolvency or similar laws. In the event that the license granted under this Agreement is terminated, Licensee shall forthwith return to Hansen all copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to Hansen that all copies or partial copies of the Software, the Documentation and such other materials have been returned to Hansen or destroyed. Furthermore, either party may terminate this Agreement at any time upon the giving of written notice: 8.1.1 In the event that the other party fails to discharge any obligations or remedy any default or breach under this Agreement for a period continuing more than sixty (60) days after the aggrieved party shall have given the other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the aggrieved party gives such notice so terminating this Agreement; or 8.1.2 In the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium; or 8.1.3 In the event that appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of Licensee. 8.2 Hansen shall indemnify and hold Licensee harmless from any and all liability, loss or damage Licensee may suffer as a result of claims, demands, costs or judgments against it arising out of the Hansen negligence in the performance of this Agreement. 9 IMPLEMENT A TION 9.1 Hansen agrees to have the software implemented and "Ready for Live" according to the schedule specified in Attachment 3: Implementation Schedule and Project Acceptance. "Ready for Live" is defined as Hansen delivering software, consulting, and training sufficient to enable Licensee to begin operational use of the software and the date Hansen states Licensee can "Go Live" with the software. Hansen shall not be responsible for performance of obligations that are postponed as a result of delays beyond Hansen's reasonable control. 9.2 The work described shall be carried out as expeditiously as possible. Hansen shall not be liable to Licensee, if delayed in, or prevented from performing the work as specified herein through any cause beyond the control of Hansen, and not caused by his own fault or negligence including acts of nature or the public enemy, inclement weather conditions, acts, regulations, or decisions of the Government or regulatory authorities after the effective date of this Agreement, fires, floods, epidemics, strikes, jurisdictional disputes, lockouts, terrorism, and freight embargoes. Software License Agreement Page 8 of 64 SOFTWARE LICENSE AGREEMENT 10. PENAL TY 10.1 In recognition of the importance of this timeframe, Hansen offers the following penalty and procedures: 10.1.1 Hansen will give written notice to Licensee, when in Hansen's judgment, the software has been implemented and Licensee is "Ready for Live" (Implementation date). Licensee shall be deemed to be "Ready for Live" five (5) working days after receiving Hansen's written notice, unless during this period, Licensee gives written notice to Hansen, describing in reasonable detail, any critical deficiencies in Hansen's software or the delivery of consulting, training or hardware which precludes Licensee from being "Ready for Live". If Licensee gives proper notice of not "Ready for Live" then: 10.1.1.1 10.1.1.2 Hansen shall respond immediately to remedy the deficiency, or If Hansen determines, reasonably and in good faith, that there is no critical deficiency and that Licensee is "Ready for Live", then Hansen shall give written notice to Licensee explaining that determination in reasoriable detail. Licensee shall be deemed to have accepted the "Ready for Live" date of Hansen's notice as described in this paragraph, unless notice of a dispute is provided to Hansen in writing with five (5) working days. 10.2 Provided Licensee meets its deadlines set forth in the Project Schedule attached as a part of Attachment 3, Hansen agrees to pay Licensee a late penalty of $200 per day for each workday after the established "Go-Live" date, which Hansen fails to have Licensee "Ready for Live". All penalties will become due and payable upon failure to meet the "Ready for Live" date for each implementation phase identified in Attachment 3. 11. NOTICES Software License Agreement Page 9 of 64 11.1 All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing thereof. Either party may change its address for notices by giving notice of such change as required in this Section 11. SOFTWARE LICENSE AGREEMENT 11.2 To ensure effective communications, Hansen shall submit all invoices and correspondence regarding accounts payable and receivables shall be made to the following address: Hansen Information Technologies, Inc. Attn: Charles A. Hansen, Pres/CEO 11092 Sun Center Drive Rancho Cordova, CA 95670-6109 T: 916.921.0883 F: 916.921.6620 City of Augusta Georgia Tameka Allen, IT Director 530 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 Software License Agreement Page 10 of 64 Mike Blanchard, IT Application Manager 530 Greene Street, A-101 Augusta, GA 30911 T: 706.821.2862 F: 706.821.2530 12. LEGAL ASPECTS OF THIS AGREEMENT AND VENDOR/LICENSEE RELATIONSHIP 12.1 Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement, together with any Attachments and other applicable agreements, referencing this Agreement and expressly made a part hereof that are duly signed by the parties, represents the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions or understandings between them in any way relating thereto. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall form a part hereof or have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this Agreement and any provisions of the contract(s) as identified in the Attachments to this Agreement, the latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified except by later written agreement signed by both parties. 12.2 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 Licensee and Hansen arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Hansen, 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. SOFTWARE LICENSE AGREEMENT 12.3 This Agreement shall not be construed to create any employment relationship, partnership, joint venture or Licensee relationship or to authorize any party to enter into any commitment or agreement binding on the other party. 12.4 This Agreement, or any of the rights or obligations of Hansen created herein, may not be assigned by Hansen without Licensee's consent, which consent shall not be unreasonably withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of Hansen. 12.5 No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute consent to any prior or subsequent breach. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. All notices required to be given hereunder shall be given in writing and shall be delivered either by hand, by certified mail with proper postage affixed thereto, by overnight express delivery (guarantying next business morning delivery), or by facsimile (with confirmation copy sent by registered mail) addressed to the signatory at the address set forth in Section 11, or such other person and address as may be designated from time to time in writing. All such communications shall be deemed received by the other party upon actual delivery. No modifications, additions, or amendments to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of the parties. 12.6 Licensee acknowledges that Product is of U.S. origin. Licensee agrees to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. Software License Agreement Page II of64 13. LIMITED WARRANTY. Hansen warrants that the Product will perform, without material deviations, in accordance with the specifications in the product documentation for a period of one year from the date of acceptance of products implemented according to the Project Schedule attached as part of Attachment 3 and will conform to the specifications stated in the Statement of Work without material deviations for a period of one year from date of acceptance. If an implied warranty or condition is created by Licensee's state jurisdiction and federal or state law prohibits disclaimer of it, Licensee also has an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (one year). As to any defects discovered after the one year period, there is no warranty or condition of any kind. Some provinces/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee. SOFTWARE LICENSE AGREEMENT Any supplements or updates to the Product, including without limitation, any (if any) service packs or fixes provided to Licensee after the expiration of the one year Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. LICENSEE'S EXCLUSIVE WARRANTY REMEDY. Hansen's entire liability and Licensee's exclusive remedy shall be, at Hansen's option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Product, or (b) repair or replacement of the Product, that does not meet this Limited Warranty. Licensee will receive the remedy elected by Hansen without charge. This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus not introduced by or the result of the actions of Hansen. 14. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to Licensee and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Hansen provide the Product and Support Services (if any), and hereby disclaim all other warranties and conditions, either expressed, implied or statutory. 15. INDEMNIFICATION. Hansen agrees to and does hereby indemnify, defend and hold Licensee harmless from liability against any and all claims that the Software infringes any rights of third parties in patent, copyright or trade secrets in the United States and any and all actions arising out of such claims. In the event of any such claim or action, Hansen shall have the option to either; 1) modify the Software so as to render it non- infringing so long as it continues to conform to the specifications and warranties herein; or 2) procure for Licensee the right to continue using the Software. Any such indemnification under this Section shall be contingent upon Licensee 1) promptly notifying Hansen in writing of any claim or action of which indemnification is sought; 2) immediately ceasing use of the Software upon notice of any such claim or action; and 3) affording to Hansen sole control of the defense or settlement of any such claim or action. 16. LIMITATION OF LIABILITY. The aggregate liability of Hansen arising from or relating to this agreement (regardless of the form of action or claim - e.g. contract, warranty, tort, malpractice, and/or otherwise), is limited to the total fees paid to Hansen for professional services and software. Hansen shall not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if they have been advised of the possibility of such damages. Hansen is not responsible for lost profits or revenue, loss of use of the software, loss of data, costs of re-creating lost data, or the cost of any substitute equipment or program. Software License Agreement Page 1201'64 SOFTWARE LICENSE AGREEMENT IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of Hansen and Licensee. AUGUSTA: By: Name: Charles A. Hansen Title: President/CEO Attest: Interim Mayor '7)~ tV ~a<<d.; ft~ V~/ Lena Bonner . By: Title~Clerk of Commission Software License Agreement Page 13 of64 SOFfW ARE LICENSE AGREEMENT Attachment 1 - System Requirements ID Description Vendor Response I. BUSINESS LICENSE A. Application Approval Process I Get the following information from GIS . Zoning Y . Census Tracts . Commission Districts 2 Allow the inspector to update the application status and y enter comments, if applicable B. Application Process 1 The system shall capture all information entered on a Y License Application (business and alcohol). This includes Bond, Insurance, and State Card Applications 2 The business license application form shall be in the y same order in which the information will be entered into the computer. 1 3 The system shall generate a blank application form. Y - using selected reporting tool. 4 The system shall have the capability to allow the Y - using customer to complete the application on-line (via DynamicPORT AL. Internet or workstation at the counter. Agency specific . System shall require appropriate security. workflow/functionality . System shall prompt the customer through can be defined during (based on type of application) so only required the implementation. information is requested/entered. (Example: Different information is gathered for a business license than an alcohol license. 5 The system shall have the capability to step the clerk Y through the appropriate fields (depending upon the type While the program of application) so only required information is does provide some requested/entered. (Example: Different information is workflow around data collected for a contractor than for a professional.) entry, some differences in data entry must be managed through training. 6 The system shall have the ability to put a HOLD on a N business and require an explanation and whenever The Hold indication anyone pulls up that business, a message box will will show up when automatically pop up indicating the HOLD and requesting status or displaying the explanation. attempting to update. Soflware License Agreement Page 14 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 7 The system shall have the ability to track all decals y (number and quantity). . Taxi Cabs . Wreckers . Limo's . Contractor Vehicles . Vending Machines 8 The system shall provide the capability to void a y transaction and start over and do reversing entries. The system shall capture the void reason and an audit trail of who did it and when. (Examples: If the payment tender is incorrect (cash/check). If the Application was approved, but the applicant changed their mind about opening a business. 9 The system shall allow for the exemption of fees and y shall capture an exempt reason. (Examples: Non- profit, Interstate Commerce, Veterans, and Raffles) 10 The system shall allow the entry of free-form y comments. (Examples: Inspector comments, General comments, and Status comments) II The system shall be able to create NDOC (Non- Y Domiciled) licenses and only charge for the decal (currently $1 per decal). 12 The system shall have the capability to charge half of ;Y the fee for the following, if the alcohol license is obtained after July I: . Consumption on Premises, Liquor . Consumption on Premises, Beer . Consumption on Premises, Wine . Retail, Liquor . Retail, Beer . Retail, Wine . Wholesale, Liquor . Wholesale, Beer . Wholesale, Wine Software License Agreement Page 15 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 13 The system shall track the following and capture the y date of expiration and shall have the ability to indicate if any of these are N/ A. If applicable, a business license cannot be issued or renewed if any of these have expired. . Insurance . Bond . State Card . Agriculture . Health Department . Fire Department . Sheriff s Department 14 The system shall have the ability to capture multiple Y - the select is not a phone numbers - for business and person (party name) dropdown, the fields with a drop-down select for (1) cell, (2) pager, (3) are static. home, (4) FAX, etc. 15 The system shall have the ability to separate business Y license from alcohol licenses. 16 The system shall have the ability to track which Y businesses have the following: . Consumption on Premises, Liquor . Consumption on Premises, Beer . Consumption on Premises, Wine . Retail, Liquor . Retail, Beer . Retail, Wine . Wholesale, Liquor . Wholesale, Beer . Wholesale, Wine . Sunday Sales 17 The system shall have the ability to separate one-day Y licenses from the regular licenses - both for business licenses and alcohol license. 18 The system shall have the ability to duplicate an Y existing license so the information will not have to be re-entered and only the appropriate information will be changed to facilitate business that get multiple one-day licenses. 19 The system shall have the ability to print any new Y - using selected business licenses upon approval of the application and reporting tool. shall allow the entry of additional data into the system. 20 The system shall have the ability to print a receipt. Y - using selected reporting tool. Software License Agreement Page 16 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 21 The system shall have the ability to endorse the back of Not directly supported a check. - integration would be possible. C. Gross Revenue Posting Process 1 The system shall produce an "Urgent Reminder" form Y - using selected to be mailed to every business (excluding Alcohol, One- reporting tool. Day, Temporary, and NDOC licenses) requesting their gross revenue for the previous year. The next year's bill shall be calculated based on this amount while professionals shall have the option to pay a flat fee instead. 2 The system shall provide a way to quickly enter gross N - the scope and revenues en masse. exact expectation of this requirement is too vague to permit a yes response. 3 The system shall compare the newly entered gross Y - would require use revenue to last year's gross revenue and if the amount is ofthe Workflow the same or less, display a warning message. manager to provide this functionality. 4 When entering gross revenue for Consumption on Y - this would depend Premises Liquor licenses, the system shall compare the on how the relevant gross revenue reported on the Urgent Reminder to the data is captured and accumulated gross revenue reported on the Excise Tax stored and would forms for the previous October through September. If require use of the the tax bracket is different, the system shall display a Workflow manager to warning - Either the clerk made a typographical error or provide this the business reported the wrong amount. functionality. 5 Businesses completed and return the Urgent Reminder Y - additional analysis form to submit gross revenues on an annual basis. If a is required regarding business does not submit their gross income, the system accepting a PT 440 shall automatically add a user-defined percentage to the form. previous year's gross revenue for the next year's billing. The system shall accept a PT440 form from Banks that contains gross revenue. 6 If the business does not return the Urgent Reminder to Y - using selected report their gross revenue, the system shall generate a reporting tool. warning letter for the business stating we will not renew their business license. This warning letter shall provide a place for them to indicate their gross revenue to return to L&I. 7 The system shall produce letters for all Alcohol license Y - using selected holders asking them to submit any changes. reporting tool. . Soflware License Agreement Page 17 of64 SOFTWARE LICENSE AGREEMENT ID Description I Vendor Response D. License and Renewal Process 1 The system shall have the ability to print and reprint Y - using selected bills to the following specifications: reporting tool. . Bills are printed in mid- to late-December . The renewal period is from January 1 to January 31 of each year. . Anyone who has a current Business License (excluding temporaries, raffles, and exempts) gets a renewal notices. . Mailed to the Business Name and Address. . Have the ability to print in batch mode or individually. 2. The system shall have the ability to print business Y - using selected licenses in batch mode or one at a time. (Examples: reporting tool. Business and Alcohol, or Print all licenses that have been paid for and have not been printed already (i.e., Someone standing at the counter will want their license as soon as they pay for it while mail-ins can all be printed at the end of the day for the next day's mailing.) 3 The business license shall indicate any decals (including Y quantity) that need to be mailed with the license. . Taxi Cabs . Wreckers . Limos . Contractor Vehicles . Vending Machines Software License Agreement Page 18 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 4 The system shall track the collection of payments. Y . The total of the payment(s) must be equal or y exceed the total of all fees. . Shall have user-defined parameters set for N acceptable ranges for over/short. (Example: If "short" is set to $1, a payment that is up to $1 less than the fees shall be accepted and processing shall continue. If"over" is set to $5, an overpayment of up to $5 shall be accepted without automatically refunding. Refunds shall be done if the applicant requests. . Capture the check number, if paid by check. y . Capture the money order number if paid by y money order. y . Capture the last 4 digits ofthe credit/debit card number and an authorization number if paid by credit/debit card. . No limit to the number, or combinations, of y payments accepted as long as it is posted in one transaction. No partial payments. Y - using selected . A business license cannot be printed until the total amount has been paid. reporting tool 5 The system shall NOT allow the acceptance of partial N - the system does payments and allow combinations of different tender accept partial types. **Note** The system shall accept a partial payments. However, payment if the payment equals or exceed the original rules can be amount due. This comes into play when the penalty goes potentially applied to into effect. (Example: Original Due = $70, Penalty = the database to not $7, Total Due = $77. Payment of at least $70 shall be allow partial accepted and a balance due bill sent.) payments. 6 The system shall calculate the total business license fee Y amount based on either gross revenue or flat fee. 7 If multiple SIC codes have been assigned to the license, Y - using selected all SIC codes shall print on the business license. reporting tool. 8 For temporary license, the beginning and ending date Y - using selected shall print on the Business License. All other licenses reporting tool. shall default to 12/311<current year> for the ending date. 9 The system shall have a procedure to effectively balance Y -if using the cash drawers at the end of the day. Hansen 8 Cashiering module. Soflware License Agreement Page 19 of64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 10 The system shall have the ability to check the Property Y - an interface can Tax Billing and Collecting application database to see if be developed. taxes are owed. . Based on the business account number created by the Tax Assessor's Office, then forwarded to the Tax Commissioner's Office via the tax digest. . If there is not match on business account number, the system shall display a message indicating "no match" . . If there is a match and no taxes are owed, the system shall proceed with renewal. . If there is a match and taxes are owed, the system shall display a message indicating "taxes due". E. Administration 1 The system shall allow the capability to enter fee Y amounts. . Shall allow entry of quantity to automatically calculate quantity by rate. (Example: Multiple doctors in the same practice - business license under the corporate number - Quantity only applies when they choose the flat fee option. . Only certain fee types. Most are automatically calculated based on gross revenue. The only exceptions are banks and professionals. We accept whatever amount the banks send. Professionals can choose from flat fee or gross revenue. 2 The system shall allow the user to add, modify and Y deactivate fee types and amounts (in a fee table). These fees are assigned to business licenses. . Some fees are fixed amounts and some are calculated based on gross revenue. . Professionals can choose from flat fee or gross revenue. 3 There are currently six tax classes (GRSl through Y GRS6) and each has a fee schedule. The system shall have the ability to add additional tax classes and shall have the ability to update the amounts in these tables. 4 The system shall provide an audit trail of all updates, Y - in combination who made them, and what date/time they were made. with the audit tracking of the selected RDBMS. 5 The system shall have built-in security. (Examples: Y Administrator, Supervisor, Clerk, Inquiry only) Soflware License Agreement Page 20 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 6 The system shall have a place to store business account Y number(s) created in the Tax Assessor's Office. F. Reports **NOTE** All reports specifically listed shall be available upon implementation. If your system does not include these specific reports, and if providing them is not included in the cost of your application, please itemize them in the "Customization Costs" section of the Price Proposal. **NOTE** Unless specifically noted, reports shall only include businesses with a status of "active". 1. Appropriate reports for the purpose of balancing cash Y - using selected drawers at the end of the day. reporting tool. . The system shall have the ability to run for a specific clerk or an accumulation of all clerks. 2 Appropriate reports to produce the daily deposits. Y - using selected . The system shall have the ability to run for a reporting tool. specific clerk or an accumulation of all clerks. 3 The system shall produce an SIC Code Report. Y - using selected . The system shall allow users to enter or select reporting tool. the SIC Code(s) requesting . As the user enters the SIC Code numbers, the system shall take them to that point in the list of SIC Codes. . The system shall have the ability to enter the first few numbers of the SIC Code and the report will include every business that begins with the specified numbers. . The system shall include all businesses that have the specified SIC Code(s), whether it's the primary or subsequent SIC Code listed for that business. . The system shall have the option to include or exclude the amount due. 4 The system shall have the ability to generate reports Y - using selected based on fee types. (Example: The system shall reporting tool. produce a report showing how much money has been collected for Administration Fees.) . The system shall allow the user to select the fee type (via drop-down) to show on the report. . The system shall include a total number of records at the bottom of the report. Soflware License Agreement Page 21 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 5 The system shall have the ability to generate reports Y - using selected based on: reporting tool. . Consumption on Premises, Liquor . Consumption on Premises, Beer . Consumption on Premises, Wine . Retail, Liquor . Retail, Beer . Retail, Wine . Wholesale, Liquor . Wholesale, Beer . Wholesale, Wine . Sunday Sales 6 The system shall have the ability to generate a report of Y - using selected all businesses that have been closed, denied, revoked, reporting tool. suspension, or put on probation (select the appropriate business status(es)) and shall allow for the comparison of the amount billed to what will not be collected. . Based on a specified date range. . Shall show the total number of businesses and total amount billed at the bottom of the report. . Shall list each business. . Shall have the ability to select either business license or alcohol license. . Shall have the ability to select the sequence - either by street name or business name. 7 The system shall have a report showing the total number Y - using selected of businesses and total dollar amount billed. reporting tool. . Shall have the ability to select detail or summary. The detail report shall have the totals at the end. . One column for money collected and one column for outstanding. . Select the status( es) (Example: active, closed, pending, etc.) 8 The system shall have the ability to print or export any Y - using selected report. reporting tool. . Export options shall include (at least) report format, ASCII file, Excel, or .pdf. 9 The system shall have the ability to generate a report of Y - using selected all exempt businesses to be used for printing and mailing reporting tool. out their businesses licenses. Soflware License Agreement Page 22 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 10 The system shall have a report that lists all past due Y - using selected licenses. reporting tool. . Shall show the total number of businesses and total amount billed at the bottom of the report. . Shall list each business. . Shall have the ability to select either business license or alcohol license. . Shall have the ability to select the sequence - either by street name or business name. 11 The system shall have a report that shows outstanding Y - using selected penalty and interest only. reporting tool. 12 The system shall have a report that shows businesses that Y - using selected have expired: reporting tool. . Insurance . Bond . State Card . Agriculture . Health Department . Fire Department . Sheriff s Department . Shall have the ability to enter a projected date. (Example: In March, those businesses that expire in April will be sent reminders, if desired) 13 Should be able to print reminders for businesses with Y - using selected expired (or soon to expire): reporting tool. . Insurance . Bond . State Card . Agriculture . Health Department . Fire Department . Sheriff s Department 14 The system shall have a New Business report that can be Y - using selected selected by date range and/or business or alcohol. reporting tool. 15 The system shall have a report that shows restaurants that Y - using selected have more than 50% sales in alcohol. reporting tool. 16 The system shall have a report that lists gross revenues Y - using selected reported for the past 3 years. reporting tool. 17 The system shall have a report of businesses that did not Y - using selected report gross revenue for the year. reporting tool. 18 The system shall have a report showing all one-day Y - using selected licenses (selected by business or alcohol). reporting too I. Software License Agreement Page 23 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 19 The system shall have the ability to provide performance Y - using selected measurement reports. reporting tool. G. Miscellaneous 1 All Application and License records shall be converted. Y 2 The system shall covert the existing account numbers y (rather than assigning new account numbers). 3 The existing SIC Code table shall be converted. This Y table, provided by the Federal Government, is subject to change periodically. 4 The system shall have the following search criteria capabilities: . Business Name Y . Business Address y . Mailing Address y . Home Address N . Business Phone y . Home Phone y Owner Name y . SIC Code y . y . SSNO Y . State Card # y . Federal ID # **NOTE** The status of the business should show in the search results list/grid. 5 The system shall have Inquiry Only access to allow Y - but this will personnel in other departments to see Business License require a named information (i.e., Tax Assessor's Office, Housing and license. Neighborhood Development, etc.) This access shall NOT require any additional licenses and preferably be web based. No confidential information shall be displayed on the Inquiry Only screen. (Example: SSNO, Gross Revenue) 6 Should have Inquiry Only access to allow the public to Y - using see Business License information (i.e., Internet or DynamicPORTAL. Public terminals, etc.) No confidential information shall Agency specific be displayed on the Inquiry Only screen. (Example: workflow/functionality SSNO, Gross Revenue, State ID, Federal ID, Home can be defined during Address (if different from business address), Home the implementation. Phone Number(if different from business phone)) 7 The system shall track changes made (who made the Y - system always change, date and time of the change and From/To tracks who and when values). last change was made. Software License Agreement Page 24 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 8 The system shall produce an audit trail (report or N - it may be displayed on the screen) of changes made to a specific possible to create a record. change history report using the system RDBMS and the selected reporting tool. 9 The system shall have document imaging capabilities so Y - this would all paper files can be scanned and stored with the require a link to a associated record. (Example: Application form with standard EDS system. signature) The Hansen system will also allow inserting images into the comments section of the application forms. 10 The system shall provide a means to create an export file Y for the County's General Ledger, maintained by the Accounting Department. II. EXCISE TAX A. Payment Process 1 The system shall identify the businesses that are subject to Y Excise Tax. . Liquor Taxes - Alcohol licenses with Consumption on Premises Liquor. . Hotel/Motel Taxes - Hotel/Motel, Lodge or Inn License - SIC Code 72111. The system shall look at all SIC Codes associated with a license (not just the 1 st listed). . Car Rental Taxes - Car Rental License - SIC Codes 44111, 44112, 532111. The system shall look at all SIC Codes associated with a license (not just the 1 st listed). (Example: New and used car dealers that rent cars also.) . Wholesale Whisky and Wine Taxes - Alcohol licenses with Wholesale Liquor or Wholesale Wine. . Wholesale Malt Beverage Taxes - Alcohol licenses with Wholesale Beer. Soflware License Agreement Page 25 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 2 The system needs to track the due dates for businesses y subject to Excise Tax. . Liquor Taxes - 20th of the each month. . Hotel/Motel Taxes - 20th of the each month. . Car Rental Taxes - 20th of the each month. . Wholesale Whiskey and Wine Taxes - 20th of the each month. . Wholesale Malt Beverage Taxes - loth of the each month. All due dates shall to be user-maintainable. 3 The system shall track the amount that is being reported by y the businesses for Excise Tax. . Liquor Taxes - Shall report monthly 3% ofliquor taxable sales. . Hotel/Motel Taxes - Shall report monthly 6% of hotel/motel taxable sales. . Car Rental Taxes - Shall report monthly 3% of car rental taxable sales. . Wholesale Whiskey and Wine Taxes - Shall report $.22 per liter sold. . Wholesale Malt Beverage Taxes - Shall report based on containers sold. All fees and rates shall to be user-maintainable 4 The system shall handle discounts for businesses that pay Y Excise Taxes on time. . Liquor Taxes - 3% oftaxes due. . Hotel/Motel Taxes - 3% of taxes due. . Car Rental Taxes - 3% oftaxes due. . Wholesale Whiskey and Wine Taxes - 2.5% of taxes due. . Wholesale Malt Beverage Taxes - No discount available. All fees and rates shall to be user-maintainable Soflware License Agreement Page 26 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 5 The system shall automatically assess penalty for Y - the system can businesses who do not pay excise taxes on time. assess penalties and . Liquor Taxes - 10%. interest fees but the . Hotel/Motel Taxes - 5% per month with a term maximum of 25%. 'automatically' . Car Rental Taxes - 30 day grace period, then 10% does not make the for the 1 st 30 days, and an additional 5% per month. exact requirement . Wholesale Whiskey and Wine Taxes - 30 day here clear. grace period, then 10% for the 1st 30 days, and an additional 5% per month. . Wholesale Malt Beverage Taxes - No penalty. All fees and rates shall to be user-maintainable 6 The system shall automatically assess interest for Y - the system can businesses who do not pay excise taxes on time. assess penalties and . Liquor Taxes - 1 % per month. interest fees but the . Hotel/Motel Taxes - 1 % per month. term . Car Rental Taxes - No interest. 'automatically' . Wholesale Whiskey and Wine Taxes -No interest. does not make the . Wholesale Malt Beverage Taxes - No interest. exact requirement All fees and rates shall to be user-maintainable here clear. 7 The system shall track the following dates for each N - this will be payment: future functionality . Effective Date (Date Received) however. . Actual Date (for bank deposits) . Payment Period (Example: post a February payment in June.) 8 The system shall track total food sales and total alcohol Y sales for Liquor Taxes Soflware License Agreement Page 27 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 9 The system shall track the collection of payments. Y . Should have user-defined parameters set for acceptable ranges for over/short. (Example: If N "short" is set to $1, a payment that is up to $1 less than the fees will be accepted, and allow processing to continue. If "over" is set to $5, an overpayment of up to $5 will be accepted, without automatically refunding. Refunds will be made if the applicant requests.) . Shall capture the check number, if payment by y check. . Shall capture money order number if payment by y money order. . Shall capture last 4 digits ofthe credit/debit card y number and an authorization number if payment by credit/debit card. . Shall have no limit to the number, or combinations, y of payments accepted as long as it is posted as one transaction. 10 The system shall allow payments to be posted based on y date received (which is not necessarily the date posted.) (Effective Date.) 11 When the payment is posted, the system shall indicate Y - Each payment which month and year the payment is for. (Pay Period) record includes a unique payment number, the current status of the payment (Paid, Awai ting, or Void), the amount of the payment, and other information. Additionally, you can use the paymentnurnberto locate transaction records related to a payment. 12 If payment received is for the discount amount, but Y - using selected received after the due date, the payment is posted and a reporting tool. balance due bill is created and sent to the businesses. Software License Agreement Page 28 of 64 SOFfW ARE LICENSE AGREEMENT ID I Description Vendor Response B. Audit Process 1. The system should have the capability to remotely collect N - but an interface audit information in the field. (Working Papers.) or integration could . Create a blank spreadsheet for each type of excise be developed at tax. additional cost. . Fill in the blank when the auditor is in the field performing an audit. 2 The system should have the capability to compare the y actual figures reported by the business to the figures discovered via the audit. 3 The system shall have the capability to charge the business y a penalty for "under-reporting". C. Reports **NOTE** All reports specifically listed shall be available upon implementation. If your system does not include these specific report, and if providing them is not included in the cost of your application, please itemize them in the "Customization Costs" section of the Price Proposal. 1 The system shall have the ability to produce a past due Y - using selected report, selecting: reporting tool. . No return was made . Insufficient funds received . Both 2 The system shall produce past due bills for businesses that Y - using selected have not made a return. The bill shall specify: reporting tool. . The type of excise tax owed. A business may owe more than one type of excise tax. (Example: Hotel with a bar.) . The ordinance (number and description) being violated. 3 The system shall produce past due bills for businesses that Y - using selected have not paid the full amount due. (Example: included reporting tool. discount and did not include penalty or interest.) The bill shall specify: . The type of excise tax owed. A business may owe more than one type of excise tax. (Example: Hotel with a bar.) . The ordinance (number and description) being violated. . Penalty and Interest. . Total amount due. Soflware License Agreement Page 29 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 4 The system shall produce past due follow-up letters for Y - using selected businesses that have not made a return. The letter shall reporting tool. specify: . The type of excise tax owed. A business may owe more than one type of excise tax. (Example: Hotel with a bar.) . The ordinance (number and description) being violated. 5 The system shall produce past due follow-up letters for Y - using selected businesses that have not paid the full amount due. reporting tool. (Example: included discount and did not include penalty or interest.) The letter shall specify: . The type of excise tax owed. A business may owe more than one type of excise tax. (Example: Hotel with a bar.) . The ordinance (number and description) being violated. . Penalty and Interest. . Total amount due. 6 The system shall produce passed due final notice letters for Y - using selected businesses that have not made a return. (Continuous reporting tool. failure) The letter shall specify: . The type of excise tax owed. A business may owe more than one type of excise tax. (Example: Hotel with a bar.) . The ordinance (number and description) being violated. . Penalty and Interest. . Total amount due. . The date and time of the County Commission Meeting that will hear their case regarding the status of their business and/or alcohol license. 7 The system shall have a report that compares gross revenue Y - using selected reported (in October) to excise tax reported. reporting tool. 8 The system shall produce a report of excise taxes collected. Y - using selected . Select the date range (select which date to check- reporting tool. effective, actual, or payment period) . Select the type of excise tax. 9 The system shall produce a report of wholesale taxes Y - using selected (whiskey and wine, and malt beverage) collected, - broken reporting tool. down by container size to be used by Accounting for the purpose of disbursing funds. Soflware License Agreement Page 30 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 10 The system shall produce a report of each of the other Y - using selected excise taxes based on gross sales to be used by Accounting reporting tool. for the purpose of disbursing funds. II The system shall produce the appropriate reports for the Y - using selected purpose of balancing cash drawers at the end of the day reporting tool. and shall have the ability to run for a specified clerk or an accumulation of all clerks. 12 The system shall produce the appropriate reports to Y - using selected produce the daily deposits and shall have the ability to run reporting tool. for a specified clerk or an accumulation of all clerks. 13 The system shall have the ability to provide performance Y - using selected measurement reports. reporting tool. D. Miscellaneous 1 The system shall provide a means to create an export file Y for the County's General Ledger, maintained by the Accounting Department. III. BUILDING PERMITS A. Plan Review Process I The system shall allow the inspector to update the plan Y status (accept or reject) and enter comments, if applicable. Software License Agreement Page 31 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 2 The system shall indicate the following documents were y received, the date they were received and if the item was N/A: ~ Commercial . Building Plans, and number of copies (new construction or major alteration) . Electrical Plans . Plumbing Plans . Mechanical Plans . Site Plans (New Commercial) Approved by Planning and Zoning . Fire Marshall Approved and Amount . Fire Sprinkler System Plans ~ Residential . Application . Building Plans, and number of copies . Plat . Soil erosion form . RESCHEK calculation form (energy calculation) . Water & Sewer Tap Fees Receipt . Septic Tank approval letter (from the Health Department) . Signs . Application . Plans 3 The system shall be able to enter where the plans are y stored (Bin number and plan number) and shall have the ability to search and find a specified plan. Issues Permit Process 1 The permit application form shall be in the same order in y which the information will be entered into the computer. 2 The system shall have the ability to generate a blank Y - using selected application form. reporting tool. 3 If the application requires a signature (depending upon Y - in conjunction the permit type), the system shall have the ability to scan with compatible and store the application with the permit so a paper copy scanning soft and is not needed. hardware. Soflware License Agreement Page 32 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 4 The system should have the capability to allow the Y - using customer to complete the application on-line (via Internet DynamicPORT AL. or workstation at the counter). Agency specific . The system shall require appropriate security. workflow/functionalit . The system shall prompt the customer through so Y can be defined only required information is requested/entered. during the implementation. 5 When the application is entered by the clerk, the system Y shall step them through the appropriate fields (depending While the program upon the type of application) so only required does provide some information is requested/entered. workflow around data entry, some differences in data entry must be managed through training. 6 The system shall calculate based on square feet. (Only Y on new house). . Square feet shall come from Customer. . Clerks shall enter square feet . Square footage shall be stored as numeric. . The price per square foot shall be based on a user- maintained table. . The system shall calculate charges for electrical, mechanical, plumbing, and low voltage for all new houses. These charge amounts come from a user-maintained table. These are separate charges that are tied to the master permit. The system shall have the capability to have either the general contractor or the sub-contractor pay for this portion of the permit. . The system shall have the capability to add an additional charge for a fireplace. This fee is stored in a user-maintained table. 7 The system shall calculate labor and materials. (All Y construction other than new homes.) . Labor and material costs are provided by the Customer. . Cost for labor and material is based on a user- maintained table. . Clerk will enter labor and material. . There is one fee for the combined cost for labor and materials. Sonware License Agreement Page 33 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 8 The system should have the option to use the building y construction valuation table supplied by the International Code Council (ICC) to compare to construction costs supplied by contractors. . Would like the option to use either value. 9 When checking insurance and bonds, etc., the system Y - will require use shall NOT allow the permit to be sold if they are not in of Workflow compliance. The message displayed should indicate if manager during it's expired or not - not just display the date. The system implementation to shall have the ability to do an Administrative override to provide this allow the permit to be sold. functionality. 10 The system shall track to make sure that contractors are Y - however, certified and shall maintain an expiration date. (Same as information is stored State Card, Insurance, and Bond.) Per proposed in Trade License, not regulations (not defined as of 4/30/04). This information Business License. should be stored in the Business License application, but viewable and maintainable from the Building Permits application. 11 The system shall have the ability to flag an address or a Y - will require use contractor with "Do not issue a Permit" and allow of Workflow comments to explain why. (Example: If a contractor manager during owes money for additional inspections, another permit implementation to will not be sold until he has paid in full.) provide this . The system shall have a reminder to come up functionality. automatically to check to see if these are still valid. . The number of days for the reminder should be user maintainable. 12 The system shall have the ability to enter permits that Y were submitted via FAX and do NOT include payments. . The system shall have a reminder to come up automatically to check to see if payment has been The bulleted received. requirements are . The number of days for the reminder should be unclear in this user maintainable. context Software License Agreement Page 34 of 64 SOFTWARE LICENSE AGREEMENT 13 The system shall track when the power company notifies Y L&I that power has been requested. Currently they FAX a form to L&I. . Information on the form from the power company is (1) Date, (2) Applicant, (3) Service Location, (4) Lot, Block, and Subdivision, (5) Person who sent the FAX, and (6) the electric company's internal # (JEC SVO#). . When the electrical inspection is passed, we need to complete the form (with date, inspector, and clerk) and send it back to the power company. (Currently this is done via FAX.) . This information needs to be stored in the system so we do not need to keep the paperwork. . Would like a way to electronically notify the power company. 14 The system shall have the ability to track the "contact" y person(s) and phone number(s). Software License Agreement Page 35 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 15 The system shall alert the clerk when more inspections Y - the system can are requested/entered than were paid for. handle this requirement but not as 'assumed' by the form of this requirement. 16 The system shall allow for fire plan review cost. Any Y commercial construction over 10,000 square feet. The fees shall be stored in a user-maintained table. . Example: $100 for the first 10,000 square feet plus $.15 for every additional 1,000 square feet. No cap. . Even though the calculation is listed above, the Fire Department shall set the fire plan review cost. . Clerks shall enter the amount provided by the Fire Department if review is necessary. 17 The system shall allow entry for plan review cost. Only Y commercial construction will get this fee, but not applicable to all commercial construction. The fees must be stored in a user-maintained table. . The system shall automatically calculate the plan review cost. . The system shall have the ability to check a box. to indicate the plan review costs should be calculated. 18 The system shall calculate citations. The fees shall be Y stored in a user-maintained table. . A citation is a violation of an ordinance. . Inspectors determine violations. . Enter a new permit into the system with a citation code. The only one the Building Permits section assigns (currently) is "working without a permit". Software License Agreement Page 36 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 19 The system shall track the history of warnings and y citations given to contractors. . Currently, the first offense is $500 with an option of a warning. Second offense is $1,000. . When an inspector in the field detects a violation, he needs to know their history so he knows how to site them (warning, $500, or $1,000). . This information shall be tracked by contractor - not project/permit. . This information needs to be accessible and maintained by the Building Permits staff. 20 The system shall have the ability to capture and calculate y inspection fees. The fees shall be stored in a user- maintained table. . The system shall have the ability to override the fee amount. . Default to a specified number of inspections per permit, to be stored in a user-maintained table. The system shall have the ability to override the default number of inspections. 21 The system shall have the ability to capture Y miscellaneous fees. . Reports, copies, bad check fee, Certificate of Occupancy (CO), Letter of Completion, etc. . These could be tied to a valid permit (bad check) or stand alone (report or copy). 22 The system shall allow entry and scheduling of y inspections. . Some requests for inspections come from the customer, and some come from the inspector. . Should have the ability for clerks and/or inspectors to enter inspection requests and results. The typical practice is for the clerk to enter the request and the inspector to enter the result. . Shall track the date, clerk name, permit #, type of inspection, property address and status (inspection result). Software License Agreement Page 37 of64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor ResDonse 23 The system shall track the collection of payments. Y . Should have user-defined parameters set for N acceptable ranges for over/short. (Example: If "short" is set to $1, a payment that is up to $1 less than the fees shall be accepted and processing shall continue. If"over" is set to $5, an overpayment of up to $5 shall be accepted without automatically refunding. Refunds shall be done if the applicant requests.) . Shall capture the check number, if payment by y check. . Shall capture money order number if payment by y money order. . Shall capture last 4 digits of the credit/debit card y number and an authorization number if payment by credit/debit card. y . Shall have no limit to the number, or combinations, of payments accepted as long as it is posted as one transaction. 24 The system shall allow the collection of the Fire Marshal Y fees (based on square footage) if applicable. 25 The system shall provide appropriate end-of-day Y - using the Hansen balancing procedures. 8 Cashiering Module. 26 The system shall provide a means to create an export file Y for the County's General Ledger, maintained by the Accounting Department. 27 The system shall be able to produce a printed building Y - using selected permit and receipt. reporting tool. ~ The receipt shall indicate (at least): . Project/permit number . Total transaction amount . Method of payment . Check #, if applicable . Clerk . Date/time 28 If a contractor owes money for inspections and/or re- Y inspections, the system shall NOT allow them to purchase another permit. (Allow an override.) Soflware License Agreement Page 38 of64 SOFTWARE LICENSE AGREEMENT ID Description I Vendor Response Certificate of Occupancy and/or Letter of Completion Process I The system shall indicate the following documents were y received, the date received, and if the item is N/ A: . All Permits were issued and paid . All Inspections Approved and Signed Off . All Fees Paid, including re-inspection fees . Trees & Parks Compliance Statement (Trees & Landscape Department) . Street numbers on structure (4" Minimum) . Signs . Yard Sprinkler . Fire Protection Sprinkler (if applicable from Plan Review) . Health Department . Fire Marshal (If applicable from Plan Review). . Handicapped Requirements . Back Flow Test Certificate . Site Plan Compliance Form 2 If all of the applicable documents were not received, the Y system shall NOT allow the CO or Letter of Completion to be issued. 3 The system shall allow the issuing of a temporary Letter Y - using selected of Completion or CO and shall capture a "good reporting tool. through" date. When the date is past, the system shall issue a reminder. Close out a Project/Permit 1 The system shall have a way to indicate that a permit is Y closed. 2 When the permit is marked closed, the system shall Y check to make sure all inspections have been paid for. If not, the system shall display a warning. 3 The system shall provide the capability to flag a Y contractor if they owe money so subsequent permits will not be issued. 4 The system shall have a way to indicate that a project is Y closed. Administration 1 The system shall maintain and assign tax districts. Y . I - Urban, 2 - Suburban . Shall allow for additional districts . Should determine the tax district from GIS Soflware License Agreement Page 39 of64 Soflware License Agreement Page 40 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 2 The system shall maintain a table for permit codes. y Permit codes are types of permits sold. . Conversion from existing application .- . A permit code is assigned to every permit . Shall be a user-maintained table. 3 The system shall provide an audit trail of all updates, Y - Hansen tracks who made them, and what date/time they were made. who and when the last change to a record occurs. If a history is required this can done using the RDBMS. Reports **NOTE** All reports specifically listed shall be available upon implementation. If your system does not include these specific reports, and if providing them is not included in the cost of your application, please itemize them in the "Customization Costs" section of the Price Proposal. 1 The system shall generate the required federal and state Y - using selected forms. FW Dodge, HUD, Census Bureau, etc. reporting tool. 2 Permit Summary Y - using selected reporting tool. 3 The system shall produce the appropriate reports for the Y - using selected purpose of balancing cash drawers at the end of the day reporting tool. and shall have the ability to run for a specified clerk or an accumulation of all clerks. 4 The system shall produce the appropriate reports to Y - using selected produce the daily deposits and shall have the ability to reporting tool. run for a specified clerk or an accumulation of all clerks. 5 The system shall produce the appropriate report(s) to Y - using selected produce the disbursements. reporting tool. 6 The system shall produce a Permits Sold Report listing Y - using selected every permit type by date range. The report shall reporting tool. include count and dollar amount and shall have the ability to run for a specified clerk or an accumulation of all clerks. 7 Void Summary Y - using selected reporting tool. 8 Fee Code - from the Administrative table Y - using selected reporting tool. 9 Inspection Listing by Inspector (outstanding) Y - using selected reporting tool. 10 Number of Inspections by Inspector (by date range) Y - using selected reporting tool. SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 11 Letter of Completion (renovations, additions, and Y - using selected repairs) reporting tool. 12 Certificate of Occupancy (new construction) Y - using selected reporting tool. 13 Re-inspection Report Y - using selected reporting tool. 14 Unpaid Permit Report Y - using selected reporting tool. 15 The system shall have the ability to create user-defined Y - using selected reports and include them in the system. reporting tool. 16 The system shall have the ability to provide Y - using selected performance measurement reports. reporting tool. Miscellaneous 1 The system shall have Inquiry Only access into the Y - but this will application for inspectors and other departments. This require a named access shall NOT require any additional licenses and license. preferably be web based. 2 The system shall have built-in security. (Example: Y Administrator, Supervisor, Clerk, Inquiry Only) 3 The system shall link to the Business License Y application. . Shall make sure the contractor have a business Hansen would suggest license prior to issuing a permit. using Trade License to . Shall verify insurance, bond, and state card. validate Contractors. . If the dates have expired, the contractor can present their current information and the building permit personnel can update this information. . Get address for mailing. . Show status to check for bad check and have the ability to update the status if the permit side receives a bad check. 4 The system shall have the ability to pull the following Y information from GIS: . Map & Parcel . Census Tract . Flood Plain . Tax District Soflware License Agreement Page 41 01'64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 5 The system shall provide document imaging Y - in conjunction capabilities. with compatible . The system shall have the ability to scan scanning software and documents and attach them to appropriate hardware. records. (Example: Building Plans, Plats, Letters/Forms received from the customer or other agencies) . The system shall have the ability to attach MS Word documents that were created in-house to appropriate records (Example: Letter of Completion, CO) 6 The system shall allow searches by the following fields: Y . Permit Number . Project Number . Owner Name . Contractor Name . Project Address 7 The system shall have the ability to get the contractor Y contact information that is stored in the Business License application 8 All addresses should be broken into the following Y components: . Street Number . Prefix (direction) . Street Name . Road Type (Example: Road, Street, Avenue) . Suffix (direction) . Apartment/Suite 9 The system shall be able to link permits together using a Y master (project) number. . Commercial and Residential . Inspections are all on the master permit (Residential only) . Individual contractors get their own permits with no inspections. . If there is a master permit, capture additional information. 1 - Project name, and 2 - Contractor Name Software License Agreement Page 42 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 10 The system shall be able to view the status of a Y - using project/permit via the Internet. DynamicPORT AL. Agency specific workflow/functiona lity can be defined during the implementation. V. CODE ENFORCEMENT Overview I All modules must have a similar "look and feel" in terms Y of navigation, use, etc. 2 The system shall be written with a Windows style GUI. Y (The system shall be easy to navigate for the users who are familiar with the Windows environment.) 3 All users shall be able to be logged on at all times. Please N - Being Web indicate if there are any procedures or processes that based the session would require users to log off on a day-to-day basis. will 'time out' during periods of extend in-activity. 4 Describe how the system handles two or more users Y - if a user attempting to open and update the same record in a table. attempts to update a record that another user has just updated the system will inform the user they need to reload the record before updating. 5 The system shall have Inquiry Only access to allow Y - but this will personnel in other departments to see Code Enforcement require a named information (i.e., County Administrator's Office (Augusta license. Cares), Mayor's Office, Marshall's Office, Public Works, etc.) This access shall NOT require any additional licenses and preferably be web based. No confidential information shall be displayed on the Inquiry Only screen. 6 The public and some staffwill not regularly use the Y system. The system shall provide features designed to help the casual user navigate through screens (without assistance) such as the point and describe feature commonly found in Microsoft Windows based programs. Software License Agreement Page 43 of 64 SOFfW ARE LICENSE AGREEMENT ID Description Vendor Response 7 Explain what messages are given to the user when the Licensing is named, maximum number of users is exceeded. not concurrent. A licensed user would never receIve a message. 8 If City of Augusta, GA employees elect to create additional y programs (e.g., Reports using Crystal Reports), can those programs be added to the system menus or toolbars by the system administrator. 9 The system shall be designed with sufficient editing, Y - However, all coding, and validation routines to guarantee that data entry types of data entry errors are avoided and data entry consistency is enforced. errors can never be entirely 'avoided'. 10 The system shall use pick-lists, or drop-down boxes, to Y assist users in correctly entering data. 11 When users are entering text, the system shall have word- Y wrap features like a traditional word processor. (i.e., Microsoft Word) 12 Users shall be able to "cut and paste" and "mail merge" Y - cut and paste is text both from and to word processing packages. supported but there is no 'mail merge' functionality. 13 Users shall be able to associate scanned images or other Y - Cases, items with cases, parcels, etc. Please list all entities to Inspections, which the user may attach scanned images; explain how Reviews, Hearings, the user becomes aware that such images exist; and list all Parcels, Addresses, supported file types. Properties. When the attachment tab is selected, the list of attachments is visible. All Windows compatible file types are supported. 14 The system shall have the ability to export selected data Y - this is items to a variety of file formats (i.e., Word, Excel, and supported through Access, etc.) Please list the file formats you support. the open API and functionality will be dependent upon specific interfaces created for that purpose. Software License Agreement Page 44 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 15 The proposed software application shall utilize client- This is a MS .Net server technology. Please explain your recommendation app. The App for where the application should reside. Please explain resides on the your recommendation for where the database should Application server. reside. The database would reside on the selected database server. 16 The system shall have database logging capabilities N/A - This is managed by the RDBMS. 17 The system shall provide an audit trail of all updates, who Y - Hansen tracks made them, and what date/time they were made. who and when the last change is made to all records. The RDBMS can be used to provide additional audit trails. 18 The system shall be able to produce an audit trail (report or N -it maybe displayed on the screen) of changes made to a specified possible to create a record. change history report using the system RDBMS and the selected reporting tool 19 An ongoing maintenance agreement must provide for Y minor updates and revisions as well as major releases of the software. 20 The system shall provide a way to remove old records to Y history (not display them with the active case records), but stilI provide access to them on-line. 21 The user shall be able to create new or change existing Y document templates without assistance from the vendor. 22 The vendor shall provide an updated copy of the Y production database schemas for the purpose of understanding the system and generating reports. The vendor shall provide current updates if/when the schemas change. Inspection Scheduling and Tracking 1 I The system shall permit an unlimited number of violations Y relative to a case number. Software License Agreement Page 45 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 2 The violation types shall be stored in a predefined table for y data entry consistency. These tables shall be user maintainable. 3 The inspection codes for each type of violation shall be y stored in a predefined table for data entry consistency. These tables shall be user maintainable. 4 The system shall have the capability to store all Ordinance Y - an interface can Codes (International Property Maintenance Code Book, be created. local ordinances, Comprehensive Zoning Ordinance Book, etc.) in user maintainable tables. The system shall be able to update these codes electronically ifupdates are issued. 5 The system shall have the ability to create a checklist of Y "required" processes and prohibit the approval of another process until all other required processes are completed. (Work Flow) 6 Inspections and/or re-inspections must automatically get Y put on the inspector's schedule. 7 Each violation that the City of Augusta, GA assigns may Y have a different time period to comply. The system shall allow for rescheduling of inspections based on which violation has been assigned to a case. 8 The system shall be able to assign cases to inspectors Y - however, this based on the overlay of an inspector area GIS layer and a will require some GIS roads layer. If the boundaries of the inspector's area additional are altered, the system shall allow for a new GIS layer to configuration be used for case assignment. processes. 9 The system shall allow for extensions of time to be Y applied to cases. The system shall track why an extension of time was given. (e.g., appeals, death). The system shall automatically reschedule the next inspection on the inspector's calendar. 10 The system shall allow the inspector to track contacts Y - using selected associated with a case. The system shall allow for these reporting tool. contacts to be included in the mailing of letters. (May need multiple letters to go to multiple names/addresses. Example: Owner and tenant) When generating letters, the system shall automatically pull in name and address information to print onto the letters/envelopes. All letters shall be designed so that window envelopes can be used. 11 The system shall allow for an inspection to be placed at Y - Inspections the top of the inspection calendar as a priority inspection. have individual scheduled dates. These can be updated as required. Software License Agreement Page 46 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 12 Inspectors (with appropriate security) shall have the ability y to enter the results of inspections. 13 The system must automatically update the case status to Y "FINAL" once all of the necessary final inspections have been approved. 14 The system shall time and date stamp every action y associated with a case number from the beginning to the end. 15 The system shall track what type of mail is used to send a Y - using selected letter (e.g., certified, regular, hand delivery). The system reporting tool. shall be able to print the type of mail on the top right corner ofthe letter. 16 The system shall allow for a default number of copies for Y - using selected each type of mailing. The default number of copies must reporting tool. be user maintainable. 17 The system shall give the inspectors the option to print Y - using selected any of the Word documents available for all cases at any reporting tool. time and apply the contact(s) from the case as the person who will receive the letter(s). (Example: Produce the letter and hand deliver the letter while he/she is in the field.) 18 The system shall track when letters are signed for or if Y - in conjunction they are not signed for within the specified time frame. If with the Hansen the time limit expires, the system shall automatically Workflow schedule the next appropriate process. Manager. 19 The system shall allow for an alias table for later updates N - Aliasing is not in regards to all names, addresses, and positions listed in directly supported. the letters. (e.g., Mayor Bob Young will not always be However, updates our Mayor. If an office moves the address may not always to contact be the address now.) information is dynamically propagated throughout the system. 20 The system shall allow for the Manger to forward a case to Y another inspector/manger. Public Officer cases shall allow the Inspector to forward the case to the Manager. Soflware License Agreement . Page 47 of 64 SOFTWARE LICENSE AGREEMENT 21 The City of Augusta, GA schedules inspection Y - using selected appointments in increments based on inspection reporting tool. complexity. The system shall: . Generate a daily inspection schedule for each inspector based on type of inspection, location of inspection, or other criteria. . Cancel inspections . Schedule certain more complex inspections for more than standard inspection appointment (override the default). Soflware License Agreement Page 48 of 64 SOFTWARE LICENSE AGREEMENT ID I Description Vendor Response Code Enforcement and Complaint Tracking 1 The system shall have the ability to record, store, and y retrieve all necessary complaint information about citizen concerns, which mayor may not lead to code violations. 2 The system shall use AutoText or some other procedure to Y ensure that road names and suffixes are entered correctly. (May be a valid map & parcel - PIN - but may not have a valid address yet. Example: property is subdivided.) 3 The system shall allow the user to print the completed Y - using selected complaint form if needed. reporting tool. 4 The system shall have the ability to create a reminder or Y "tickler" so that the user is alerted to the next required action for a particular complaint/inspection. 5 The system shall have some type of print queue that the Y - using selected secretaries will have access to in order to print letters, reporting tool. envelopes, and labels at a time convenient for them. 6 The system shall be able to produce letters and labels Y - using selected using information from existing case records. reporting tool. 7 The system shall allow for tracking of Certified Mail Y Numbers. 8 The system shall have the ability to retrieve and place Y - using selected complaint information into form letters and notices of reporting tool. violation. 9 The system shall allow the ability to document every time Y a citizen calls to check the status of a complaint, and subsequent action that was taken. 10 The system shall track any/all action that was taken on a Y case. (Example: research and notes.) Software License Agreement Page 49 of 64 SOFfW ARE LICENSE AGREEMENT ID Descri Inte ration with Other S stems, Technolo 'es 1 GIS Currently the City of Augusta, GA uses ArcGIS 8.3 SDE Geo database. All image files are in Mr. Sid format. We have complete Citywide parcels, building outlines, roads, aerial photography, etc. . Please describe any integration or interfaces you offer between the software and GIS. . The system shall allow for individual parcel-scale mapping based on the address entered for the complaint. · The system shall allow for an identity tool, along with zooming and panning capabilities so that the person taking the complaint can follow the complainant to find an address/PIN if they do not actually know the address they are complaining about. . The system shall periodically update the client's machines GIS coverages to insure they have the most current information. Please explain how this is done. . Please provide program specs, requirements (including other software), and costs to achieve this integration in the Price Proposal. Software License Agreement Vendor Res onse Hansen offers GeoAdministrator, an ArcGIS extension, for performing integrated editing and data maintenance. It can read/write to all ESRI supported file formats. Also, Map Drawer utilizes ArcIMS technology, which can read ESRI supported file formats. Page 50 of 64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 2 Hand-held devices/Laptop computers Hansen Mobile The system shall provide the appropriate capabilities to Solution (HMS) allow users to operate in the field with either hand-held provides field devices or with laptop computers. workers with . Please describe your recommendations. Provide functionality to the cost in the Price Proposal. complete their daily . Please explain in detail and provide the cost in the tasks, either via Price Proposal, if this includes wireless download/upload or communication. via wireless connection including "store and forward," where users can complete work, and transmit when connected. We recommend HMS be deployed on a tablet or laptop. Optionally, Hansen 8 is a Web application, and if field workers have remote access they can run full Hansen 8 from the field. 3 Please outline any special features that you offer if these Send inspections technologies are utilized. Provide cost information, if and work orders to appropriate, in the Price Proposal. inspectors/worker out in the field. Log inspection results, notes, etc. and send back to the server via wireless, and if not connected, utilize "store and forward" functionality that sends when connected. Soflware License Agreement Page 51 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 4 MS Word All reporting and The system shall allow generation of an infinite number of 'letters' would be custom letters. generated using the . Please describe how your application generates agencies selected letters within the application. reporting tool. All . The system shall allow "new" letters to be created functionality with merged data fields from the database. including creating . The system shall store a copy of every letter archival copies created. would be based on that applications functionality. 5 Global Positioning Systems (GPS) Real-time inspector The system shall accommodate a data collection device tracking would be (example: laptop, PDA, etc.) to have a built-in GPS unit. achieved by an . Should have the capability to track and display the interface or custom location of any/all inspector(s) in real-time from development. the manager's workstation. Hansen has partners . Should enable the system to use GPS to track the who specialize in inspector's mileage. telematics, and . Should allow for real-time directional mapping tracking, as well as based on where an inspector is and where his next using GPS to show inspection will be. where the inspector . Should enable the system to pinpoint the location is and routing. of the inspector within 15 feet. Hansen Map Drawer can currently plot the location of the inspector either by address or X, Y, however GPS polling would need to be accomplished with an interface or partner. 6 Security N/ A - Hansen 8 has . The system shall provide security so that only appropriate security someone with the appropriate security can login to features that work the hardware device and access the system. in conjunction with . Would like the system to provide an alarm button the database. if an inspector is in trouble. (i.e., panic button) Hardware devices are expected to come with their own security features. Soflware License Agreement Page 52 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 7 Digital Photos Y - Hansen 8 The system must allow multiple digital photos to be allows you to attach attached to a case for later reference and printing. photos and other Windows acceptable file formats to a case. 8 Document Imaging Y IN Hansen 8 The system shall have the capability to scan documents, allows you to attach pictures, etc. and attach them to a case. photos and other Windows acceptable file formats to a case. Access to a scanner is required. 9 Internet Access Hansen's . The system shall provide Inquiry Only access to DynamicPORT AL allow the public to see the status of Code provides citizen Enforcement cases via the Internet or Public access via the workstations. This access shall NOT require any Internet to inquire additional licenses. No confidential information about, or even shall be displayed on the Inquiry Only screen. submit a service . The system shall allow complaints to be entered request, report code via the Internet or Public workstations. violations, or apply for or view permits. Citizen access is achieved via their Web browser. Reports and Queries/Searches **NOTE** All reports specifically listed shall be available upon implementation. If your system does not include these specific reports, and if providing them is not included in the cost of your application, please itemize them in the "Customization Costs" section of the Price Proposal. 1 Please provide a listing of reports that are packaged with None the system. If the list of reports is too lengthy to outline, please describe the different "families" of reports that come with the system. 2 Please describe any features within the system that assist This will be users in developing custom reports. dependent upon the selected reporting tool. 3 The staff shall be able to create custom reports as needed Y - using selected and have them accessible within the application. reporting tool Software License Agreement Page 53 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 4 List the report writing software(s) compatible with your Crystal Reports (9 application. and above) and MS Reporting Services 5 The system shall provide performance measurement Y - using selected reports. reporting tool 6 All reports shall have totals at the end for record count and Y - using selected any dollar amount listed. reporting tool 7 All reports shall have a date range option. Y - using selected reporting tool 8 All reports shall have the capability to select cases that are Y - using selected active, inactive or both. reporting tool 9 All reports shall have capability to select cases assigned to Y - using selected a specified inspector(s) or all inspectors. reporting tool 10 The next four (4) reports (preceded by "*,, ) shall have the Y - using selected ability to be generated by: reporting tool . Zip code . Commission district . Subdivision . Historic districts 11 The next four (4) reports (preceded by "'*") shall list the Y - using selected following information: reporting tool . Inspector initials . Case number . Date violation letter was sent . Property address . PIN # . Violation Type (e.g., 7-2-2, 7-1-16 MH, 4-2-2, etc.) . Date certified mail was signed for . Date letter returned (unclaimed, refused, etc.) . Court date . Owner name 12 * The system shall have a report listing properties that are Y - using selected condemned for occupancy. reporting tool 13 * The system shall have a report of all properties that Y - using selected involve structures. reporting tool 14 * The system shall have a report listing selected violation Y - using selected type(s). reporting tool 15 * The system shall have a report listing active and/or Y - using selected inactive cases for selected (or all) inspector(s). reporting tool 16 The system shall have a Court Case report. Y - using selected reporting tool 17 The system shall have a Vacant Lot report. Y - using selected reporting tool Sonware License Agreement Page 54 of 64 Software License Agreement Page 55 of64 SOFTWARE LICENSE AGREEMENT ID Description Vendor Response 18 The system shall have a Public Officer report and shall Y - using selected have the ability to select a date range for hearing date. reporting tool 19 The system shall have an Activity report. Y - using selected reporting tool 20 The system must allow on-line queries/searches of the Y following fields: . Complainant last name . Commission District . Case # . Certified mail number . PIN # . Street # . Street name . GBA Request or Work Order # (Augusta Cares) . Inspector . Subdivisions . Referred By . All active cases . All inactive cases . All combined cases . Order to proceed (city crew) . All court cases . All active court cases . Dismissed court cases SOFTWARE LICENSE AGREEMENT Attachment 2 - Cost of Services Augusta, GA Pricing for Hansen 8™ for License & Inspection Software Prepared for: Ms. Geri Sams / Purchasing Department Solicitation Number: 04-114 SOFTWARE COSTS Unit Price Quantity Catalog# Server Licenses LC-08 Hansen 8™ - Building & Use Permits (includes Use, Project, Planning) LP-08 LL-08 Hansen 8™ - Code Enforcement Hansen 8™ - Business & Trade Licensing Hansen 8™ - Customer Service (includes all the call center software, knowledge base, SOPs, and workflow) Cashiering Licenses CS-08 CM-Ol Client Access Licenses (CALs) CAL Universal CALs View Only Access Extended Licenses Map Drawer Data Miner Attachments Catalog DYP-P DynamicPORTALTM for Permits (see notes below) Mobile Solutions Software (Price MBL-HWY Includes Custom Coding) SOFTWARE TOTAL 56% Software Discount (Excludes MBL-HWY) DSI ESCROW - FLEX SAFE AGREEMENT NET SOFTWARE TOTAL Soflware License Agreement $25,000 $25,000 $25,000 $25,000 $7,500 $2,500 NC Included Included Included $35,000 $2,500 1 1 I 1 2 40 Cost $25,000 $25,000 $25,000 $25,000 $15,000 $100,000 NC NC NC NC 1 $35,000 10 $25,000 $275,000 ($140,000) NC I $135,000 Page 56 of 64 SOFfW ARE LICENSE AGREEMENT Per Day PROFESSIONAL SERVICES & (unless FEES Unit Price noted) PS-PM Project Manager $1,500 30 $45,000 PS-IS Configuration Specialist $1,500 40 $60,000 BAN Business Analyst $1,400 20 $28,000 PS-ICT Installation and Configuration (per server) $7,500 1 $7,500 PS-DCD Data Conversion AnalysisI $7,500 2 $15,000 PS-SRA Scope Requirement Analysis for Interface DevelopmentI (per data $6,000 1 $6,000 source) Report Development $1 ,400 30 $42,000 PS-Ol On-Site Training $1,500 20 $30,000 PS-DPI Configuration and Installation for $15,000 DynamicPORTALTM Permits3 Installation and Setup for HMS MBL-HWY (standard functionality) $15,000 EXP Out of Pocket Expenses $21,000 PROFESSIONAL SERVICES & FEES TOTAL $284,500 TOTAL IMPLEMENT A TION COSTS6 $419,500 Software ON-GOING SUPPORT COSTS Rate Costs Hansen's Service and Maintenance SMA-CS Agreement 7 - Year 2 20% $275,000 $55,000 (Excludes Crystal Report Writer) Mobile Software Service and SMA-MBL Maintenance Agreement 7 - Year 2 20% $25,000 $5,000 Days or OPTIONAL Rate Users Pre-Deployment Design Analysis8 $1,200 0 $0 CRY -01 Crystal Report Writer $1,500 1 $1,500 Hansen Authorized Signature9 ~~ ~ ~ Date: Revised May 19,2005 Price Quote by Tammi Rowlan Software License Agreement Page 57 of 64 NOTES SOFfW ARE LICENSE AGREEMENT ***Please see Descriptions tab for detailed information on software*** I Data conversion and system interface analysis costs are based upon the analysis of each data source. Additional design and developments costs will be determined after analysis, if needed. The analysis will be billed according to the prices shown and mayor may not be credited to the actual price of the interface development. 2 3 days of PS-GIS are required when purchasing GeoAdministrator™ which consists of data consulting, implementation, and training for up to 1 0 users. 3 Configuration and Installation for DynamicPORT ALTM Permits - Includes 1 day setup by PS-NE and 9 days of coordination and testing by PS-PM. 4 Includes 10 days of analysis by the PS-PM to document configuration requirements for 'Step 5 - Job Details' pages and custom PDFs. The analysis will be billed according to the prices shown and will not be credited to the actual prices of the DynamicPORTAL development. 5 Expenses are estimated. Actual amount(s) to be billed as incurred. 6 The unit costs, i.e. software costs per seat, hourly rates, daily rates etc. are firm and considered fixed. Hansen Information Technologies has put forth its best efforts to accurately determine the needs of your agency, but the precise needs cannot be determined at this juncture. The needs of a client, such as data conversion, training, project management, interface analysis and the number of seats of software required, are dependent upon the individual circumstances of that client. Therefore, Hansen Information Technologies cannot state unequivocally that all costs for the entire proposal are fixed and firm; although, every effort has been made to be as accurate as possible. 7 SMA Payment Schedule. Total Maintenance Cost Maintenance per Module Per Module per Month $55,000 $13,750 $1,146 Code Enforcement Business License Excise Tax Building Permits 8 This option consists of doing a pre-deployment study of the Agency's existing business process in order to determine a firm amount of professional services the Agency's implementation will cost. The analysis will be billed according to the prices shown and will not be credited to the actual price of the implementation. 9 Unless accompanied by an authorized signature above, this quote is for budgetary purposes only. If signed, this quotation is valid for 90 days. Soflware License Agreement Page 58 of64 SOFTWARE LICENSE AGREEMENT Software, Professional Services & Fee Descriptions Attachments A collection of files that can be attached to Hansen 8™ records. The catalog Catalog points to a directory on a server that contains the actual files. A catalog may include a variety of types of files, such as images of common problems or instructional documentation records. Hansen's Cashiering module provides you with the ability to perform front-office transactions with each of these Hansen module. The Cashiering module accepts payments, provides receipts to customers, and displays relevant information about the transaction and customer. It also features full keyboard input and direct interfaces to credit card readers, cash drawers, and receipt printers. In addition, bills which are not stored in your Hansen database can be paid and recorded under categories that you define. A license giving an individual user access to the Hansen 8™ product. Cashiering License(s) (CM-Ol) Client Access License (CAL) Crystal Report Writer Data Miner Dynamic PORTALTM Software License Agreement This represents Hansen's standard and ad hoc reporting module using a combination of off-the-shelf Crystal Reports software and Help Desk support. Clients have found that Hansen 8 includes the majority of the reports they need. However, for your unique reporting requirements, Crystal Reports, backed by training and phone support from professionals familiar with Hansen software will add the functionality you need. The Data Miner is a tool that allows you to view information from other parts of Hansen 8 that relate to a contact or location. For example, if your agency has purchased the Hansen 8 Customer Service product, you can use the Contact Data Miner to view any service requests submitted by that customer and the Location Data Miner to view any service requests associated with the address. When the Contact or Location Data Miner opens, it will display tabs for some of the products your agency has purchased. Hansen's DynamicPORTALTM provides several intention-specific service portals for Hansen customers. These portals will allow state and local governments to provide automated services from their Web sites as a service to their citizens/customers by simply providing users with a link to the hosted site. Page presentations for DynamicPORTALTM are branded to match agency standards for Web presence and site graphics. Services provided by these offerings will directly connect with the Hansen database. When a citizen selects a process from the DynamicPORTALTM page, a secured browser window (or portal) opens to receive the information required to complete the intended process. Prior to a DynamicPORT AL implementation, it is assumed that the client will obtain and configure an application server according to the specifications detailed here: http://www.hansen.comlpublications/Dynami cPortal-specs. pdf. Page 59 of 64 SOFTWARE LICENSE AGREEMENT Building permits are typically required and issued for the construction, alteration, addition or repair of both major and minor structures including commercial and residential buildings, sheds, detached garages, fences, decks, and pools. Building permits support plan review processes, field inspections, re-inspections, tracking and resolving code violations, auto assignment of both inspections and reviews, job estimation, calculating and managing fee schedules and the payment of fees. Additional conditions of approval can also be managed and tracked. Use permits are issued to allow the use of public spaces or structures by private individuals and businesses or the use of privately owned building and building equipment by the public. The types of uses would include periodic safety inspections of elevators, pressure vessels and other building elements; temporary atypical storage uses, and special events such as flea markets, fairs, etc. Use permits support fee calculation and fee payment, periodic inspection schedules, auto assignment of inspections, review processes and conditions of approval. Planning Actions are typically required when the boundaries or use of land is to be altered or actively developed. Typical planning actions include rezoning, subdividing, subdividing with commercial or residential development, special uses, and many others. Planning applications support complex review processes, the application and management of planning conditions, scheduling and tracking the results of board hearings, fee calculation and payment and additional conditions of approval. Project Permits are intended to be used to manage larger construction 'projects' such as a major subdivision, shopping mall, or high rise building, that will allow the users to attach or link many individual building permits to that single large project. The Project module also supports the creation and management of standardized tract housing 'models' that can later be associated to many different individual building permits. Projects supports plan review processes, field inspections, re-inspections, tracking and resolving code violations, auto assignment of both inspections and reviews, job estimation, calculating and managing fee schedules and the payment of fees. Additional conditions of approval can also be mana ed and tracked. Soflware License Agreement Page 60 of 64 SOFTWARE LICENSE AGREEMENT Trade Licenses are used to issue and/or track professional certification in either the construction trades (mechanical, electrical, plumbing) or any other certification that the agency wishes to track (certified or licensed architect, third party inspections, etc). Trade licenses support reviews and testing as well as renewal processes, fee assessment and collection, and associating licensed individuals with other entities (such as contracting firms, developers, architectural firms, etc.). General Licensing is used to authorize and track any of the following categories of activities: commercial licensing (business), equipment, animal, premises. Licensing includes the ability to manage multiple activity categories on a single 'master license' record (individual categories are referred to as endorsements), renewal processes, fee assessment and collection, review processes, and additional conditions of a rovaI. The Customer Service (includes all the call center software, knowledge base, SOPs, and workflow). Hansen 8™ Customer Service product streamlines recording customer problem calls, dispatching field personnel, recording field inspections and their costs, and, if purchased with Hansen's Asset Management solution, provides the link between the customer call and the work in the field. With this tool, problem resolution is tracked along with the total cost from the call to the work. Sollware License Agreement Page 61 of64 SOFTWARE LICENSE AGREEMENT Attachment 3 - Implementation Schedule and Project Acceptance Task Task Description Status Date Date ID Scheduled Complete 1 Contract Negotiation IN . PROGRESS 2 Acquisition of Performance Bond by Hansen 3 Completion of Contract City Attorney Contract Review ~l~~l(J$ Project Approval by Augusta Commission f1l~.lQ~ Augusta Mayor signature and Hansen fll.r,m$ signature 4 30% Payment upon signing of contract ilIJ$lQ$ 5 License & Inspection Procedures Study and 8/15/05 - existing database analysis, setup, and 12/16/05 converSIon. 6 Acquisition and Setup of Hardware: 8/8/05 Site should be ready for installation of software according to details of the RFP. 7 Acquisition of Software 8/8/05 8 Appropriate Hansen Software installed and 8/8/05 configured. Installation and configuration of appropriate software on servers. 9 40% Payment upon completion of software 8/8/05 installation 10 Code Enforcement A. Conversion of existing data for testing. 1/13/06 B. Training and Testing for Code Enforcement. 1/16/06 - 3/10/06 C. Final conversion of Code Enforcement Data 3/13/06 D. Go-Live for Code Enforcement (including 3/20/06 customizations as requested in advance) E. Project Acceptance 45 days since "Go-Live" with no unresolved 5/4/06 system problems. Satisfaction of all requirements in 5/4/06 Attachment 3 of this Agreement. Completion of Code Enforcement Renewal 5/4/06 process in February 2006 F. 7.5% Payment upon Code Enforcement 5/4/06 Acceptance. 11 Business License A. Conversion of existing data for testing. 2/10/06 B. Training and Testing for Business License. 2/13/06 - 4/7/06 Soflware License Agreement Page 62 of 64 SOFTWARE LICENSE AGREEMENT C. Final conversion of Business License Data 4/10/06 D. Go-Live for Business License (including 4/17/06 customizations as requested in advance) E. Project Acceptance 45 days since "Go-Live" with no unresolved 5/31/06 system problems. Satisfaction of all requirements in 5/31/06 Attachment 3 of this Agreement. Completion of Business License Renewal 5/31/06 process in February 2006 F. 7.5% Payment upon Business License 5/31/06 Acceptance. 12 Excise Tax A. Conversion of existing data for testing. 3/10/06 B. Training and Testing for Excise Tax. 3/13/06 - 5/12/06 C. Final conversion of Excise Tax Data 5/15/06 D. Go-Live for Excise Tax (including 5/22/06 customizations as requested in advance) . E. Project Acceptance 45 days since "Go-Live" with no unresolved 7/6/06 system problems. Satisfaction of all requirements in 7/6/06 Attachment 3 of this Agreement. Successful run of monthly reports 7/6/06 F. 7.5% Payment upon Excise Tax Acceptance. 7/6/06 13 Building Permits A. Conversion of existing data for testing. 4/7/06 B. Training and Testing for Business Permits. 4/10/06 - 6/9106 C. Final conversion of Business Permits Data 6/12/06 D. Go-Live for Business Permits (including 6/19/06 customizations as requested in advance) E. Project Acceptance 45 days since "00- Live" with no unresolved 8/2/06 system problems. Satisfaction of all requirements in 8/2/06 Attachment 3 of this Agreement. Successful run of monthly reports 8/2/06 F. 7.5% Payment upon Building Permits 8/2/06 Acceptance. Software License Agreement Page 63 of 64 , r . AlA Document A312m - 1984 Performance Bond CONTRACTOR (Name and Address):. 310 SURETY (Name and Principal Place of Business): National Surety Co. c/o: AMS Surety Holdings Bond Underwriting Unit One Commerce Center ] 20 1 North Orange Street Wilmington, Delaware 1980] OWNER (Name and Address): l" " ~ Augustat ~(.V 'l.Y~ A- nO (, l' (Kf .> vS -d.1 VI i4t~ c>f- -1\t.. ..Qty Government - Municipalitl ~ tc:)v......~ ~~ ctf- Ge"'''''-'''4- Purchasing Department 530 Greene Street, Room 605 Augusta, Georgia 30911 Hansen Information Technologies Corporation, General Corporation 11092 Sun Center Drive Rancho Cordova, California 95670-6109 CONSTRUCTION CONTRACT Date: July 11,2005 Amount: $420,000.00 Description (Name and Location): Hansen Information Technologies performing software consulting. implementation, and technical services to the City of Augusta, located at: City of Augusta Information Technology Department 1815 Marvin Griffin Road Augusta, Georgia BOND Date (Not earlier than Construction Contract f)ate): July 20, 2005 Amount: $420,000.00 Modifications to this Bond: cx=J None c=J See Last Page ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that' notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contract, Surety, Owner or other party shall be considered plural where applicable. AlA Document A312™ -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, 1 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possIble under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No. 1000187290_1 which expires on 7f712006, and is not for resale. User Notes: (489659785) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Hansen ~AMS SURETY Information I IOLDI:-.IGS Technologies Corp. Signature: Signature: Name Chuck Hansen Name and and Title: Chairman & CEO Title: (Any additional signatures appear on the last page) NO AGENT OR BROKER - WRITTEN DIRECT BASIS Purchasing Department 530 Greene Street. Room 605 Augusta. Georgia 30911 (FOR INFORMATION ONLY - Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or other party): AlA Document A312™ -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of It, 2 may result In severe civil and crIminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.l000187290_1 which expires on 7/7/2006, and is not for resale. User Notes:. (489659785) ~ 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. ~ 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as provided in Section 3.1. ~ 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after: ~ 3.1 The Owner has notified the Contractor and the Surety at its address described in Section 10 below that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construction Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; and ~ 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the contract. Such Contractor Default shall not be declared earlier than twenty days after the Contractor and the Surety have received notice as provided in Section 3.1; and ~ 3.3 The Owner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accordance with the terms of the contract with the Owner. ~ 4 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: ~ 4.1 Arrange for the Contractor, wi th consent of the Owner, to perform and complete the Construction Contract; or ~ 4.2 Undertake to perform and complete the Construction Contract itself, through its agents or through independent contractors; or ~ 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and the contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 6 in excess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default; or ~ 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, tender payment therefor to the Owner; or .2 Deny liability in whole or in part and notify the Owner citing reasons therefor. ~ 5 If the Surety does not proceed as provided in Section 4 with reasonable promptness, the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 4.4, and the Owner refuses the payment tendered or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. ~ 6 After the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surety elects to act under Section 4.1, 4.2, or 4.3 above, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract, the Surety is obligated without duplication for: AlA Document A312™ -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Documenlls protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, 3 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.l000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) ~ 6.1 The responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; ~ 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 4; and ~ 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. ~ 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators or successors. ~ 8 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. ~ 9 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perfonn its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. ~ 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the. signature page. ~ 11 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted here from and provisions conforming to such statutory or other legal requireinent shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. ~ 12 DEFINITIONS ~ 12.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. ~ 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the signature page, including all Contract Documents and changes thereto. ~ 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract. ~ 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. AlA Document A312™ - 1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, 4 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.1000187290_1 which expires on 7/7/2006. and is not for resale. User Notes: (489659785) ~ 13 MODIFICATIONS TO THIS BOND ARE AS FOllOWS: (Space is provided below Jor additional signalllres oj added parties, olher lhan those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Hansen Information ~I AMS SURETY Technologies Corp ~ IIOLDI~GS Signature: Name and Title: Signature: Name and Title: Chuck Hansen Chairman & CEO 11092 Sun Center Drive Rancho Cordova. California 95670-6109 J. omas Maglio Senior Vice-President One Commerce Center 1201 North Orange Street Wilmington. Delaware 19801 Address: Address: "':~'~"""""";';;i. 'ffr i( I ,~)~ 8:f;) '\ ~<l:' '\ a~1i1J M~ lwl .~ II/j~) 'a~-'<. <..' ',] ) f' ~~.: .~\:' . '~~ ,'V I ~....~, ,." ~~ ... 1..... ,I \\\ '1',,'Jl ; ,~~.~,~ ..~,h. fr'~~~ ,rr.~n':'''''i'':''t~1 ,. lll.'~ J " .", .(,.,,', . 0 ... AlA Document A312™ - 1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNtNG: ThIs AlA * Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrIbution of this AIA* Document, or any portion of It, 5 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No. 1000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) Payment Bond CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): AMS Surety Holdings. General Corporation One Commerce Center 120 I North Orange Street Wilmington, Delaware 19801 Hansen Information Technologies Corporation. General Corporation 11092 Sun Center Drive Rancho Cordova, California 95670-6109 OWNER (Name and Address): City of Augusta. City Government - Municipality Purchasing Department 530 Greene Street, Room 605 Augusta, Georgia 30911 CONSTRUCTION CONTRACT Date: July 20, 2005 Amount: $420,000.00 Description (Name and Location): Hansen Information Technologies performing software consulting, implementation, and technical services to the City of Augusta. located at: City of Augusta. Information Technology Department 1815 Marvin Griffin Road Augusta. Georgia BOND Date (Not earlier thall COlls/fllc/ion COlltrac/ Date): July 20, 2005 Amount: $420.000.00 Moditll'ations to this Bond: CD None CJ See Last Page CONTRACTOR AS PRINCIPAL Company: (Corpora/('S('a/) .llanscn Infllrlll:llin.n ~I 1,'chnologl\:sLnrp ~ SURETY Company: M.1S SlIRLTY IIOI.Dl:-.lGS J. Thomas Maglio Senior Vice-President Signature: Name and Title: Signature:. Name and Title: Chuck Hansen Chairman & CEO (Any additional signatures appear Oil the last page) (FOR INFORMATION ONLY - Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect. Engineer or other parry): NO AGENT OR BROKER - WRITTEN DIRECT BASIS Purchasing Department 530 Greene Street. Room 605 Augusta, Georgia 30911 AlA Document A312"" -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document. or any portion of It. 6 may result In severe cIvil and criminal penalties, and will be prosecuted to the maxImum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.1000t87290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) ~ 1 The Contractor and the Surety, jointly and severally bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference. ~ 2 With respect to the Owner, this obligation shall be null and void if the Contractor: ~ 2.1 Promptly makes payment, directly or indirectly, for all sums due Claimants, and ~ 2.2 Defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity whose claim, demand, lien or suit is for the payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, provided the Owner has promptly notified the Contractor and the Surety (at the address described in Section 12) of any claims, demands, liens or suits and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default. ~ 3 With respect to Claimants, this obligation shall be null and void if the Contractor promptly makes payment, directly or indirectly, for all sums due. ~ 4 The Surety shall have no obligation to Claimants under this Bond until: 94.1 Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety (at the address described in Section 12) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim. 94.2 Claimants who do not have a direct contract with the Contractor: .1 Have furnished written notice to the Contractor and sent a copy, or notice thereof, to the Owner, within 90 days after having last performed labor or last furnished materials or equipment included in the claim stating, with substantial accuracy, the amount of the claim and the name of the party to whom the materials were furnished or supplied or for whom the labor was done or performed; and .2 Have either received a rejection in whole or in part from the Contractor, or not received within 30 days of furnishing the above notice any communication from the Contractor by which the Contractor has indicated the claim will be paid directly or indirectly; and .3 Not having been paid within the above 30 days, have sent a written notice to the Surety (at the address described in Section 12) and sent a copy, or notice thereof. to the Owner, stating that a claim is being fnade under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. 95 If a notice required by Section 4 is given by the Owner to the Contractor or to the Surety, that is sufficient compliance. 96 When the Claimant has satisfied the conditions of Section 4, the Surety shall promptly and at the Surety's expense take the following actions: 96.1 Send an answer to the Claimant, with a copy to the Owner, within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed. 9 6.2 Payor arrange for payment of any undisputed amounts. 97 The Surety's total obligation shall not exceed the amount of this Bond, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. ~ 8 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy c1ai ms, if any, under any Construction Performance Bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and the Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. 99 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligations to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. AlA Document A312™ -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and InternatIonal Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, 7 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.1 000187290_1 which expires on 7/7/2006. and is not for resale. User Notes: (489659785) ~ 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. ~ 11 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the location in which the work or part of the work is located or after the expiration of one year from the date (1) on which the Claimant gave the notice required by Section 4.1 or Section 4.2.3, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were Furnished by anyone under the Construction Contract, whichever of (I) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. ~ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the signature page. Actual receipt of notice by Surety, the Owner or the Contractor, however accomplished, shall be sufficient compliance as of the date received at the address shown on the signature page. ~ 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted here from and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. ~ 14 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made. ~ 15 DEFINITIONS 915.1 Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor. materials or equipment for use in the performance of the Contract. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equiprilent" that part of water, gas, power. light, heat. oil. gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors. and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. 9 15.2 Construction Contract: The agreement between the Owner and the Contractor identified on the signature page, including all Contract Documents and changes thereto. Signature: Name and Title: Chuck Hansen Chairman & CEO 11092 Sun Center Drive Rancho Cordova, California 95670-6109 Signature: Name and Title: 915.3 Owner Default: Failure of the Owner, which has neither been remedied nor waived. to pay the Contract required by the Construction Contract or to perform and complete or comply with the other terms thereof. 916 MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the c CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Hansen Information ~ I AMS SURETY Technologies Corp ~ HOLDINGS Address: Address: J. Tomas Maglio Senior Vice President One Commerce Center 120 I North Orange Street Wilmington, Delaware 19801 AlA Document A312™ -1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: ThIs AlAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thIs AlAe Document, or any portion of It, 8 may result In severe civil and crimInal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.1 000 187290_' which expires on 7/7/2006. and is not for resale. User Notes: (489659785) Additions and Deletions Report for @ TM AlA Document A312 - 1984 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AlA document in order to complete it, as well as any text the author may have added to or deleted from the original AlA text. Added text is shown underlined. Deleted text is indicated with a horizonlalline through the original AlA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AlA document. This Additions and Deletions Report and its associated document were generated simultaneously by AlA software at 12:42:40 on 07/20/2005. PAGE 1 Hansen Information Technologies Corporation. General Corporation 11092 Sun Center Drive Rancho Cordova. California 95670-6109 National Suretv Co. c/o: AMS Suretv Holdings Bond Underwriting Unit One Commerce Center 120 I North Orange Street Wilmington. Delaware 19801 Citv of Augusta City Government - Municipality Purchasing Department 530 Greene Street. Room 605 Augusta. Georgia 30911 ~ Date: July 11. 2005 Amount: Amount: $420.000.00 Hansen Information TechnoloQies performing software consulting, imp[enlentation. and technical services to the City of AW2Usta. located at: City of Augusta Information Technology Department 1815 Marvin Griffin Road AUQusta. Georgia Data (Net cs.rlicr thslR CenGtruction Ce:'ltNlct Ds.tc): Date (Not earlier than Construction Contract Date): July 20. 2005 l.mOl:lflt: Amount: $420.000.00 ModificatioHS to this BOAd: Modifications to this Bond: [i3=: See Last Page See Last Page B PAGE 2 Hansen Information TcchnoIol!ies Corp. AMS SURETY HOLDlNGS Additions and Deletions Report for AlA Document A312™ - 1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlA"' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA"' Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Jaw. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No. t000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) 1 Name and Title: Name and Title: Chuck Hansen Chairman & CEO Name and Title: Name and Title: 1. Thomas Maglio Senior Vice-President Name and +it!ei- Name and Title: Chuck Hansen Chairman & CEO Name and +it!ei- Name and Title: 1. Thomas Maglio Senior Vice-President NO AGENT OR BROKER - WRITTEN DIRECT BASIS Purchasing Department 530 Greene Street. Room 605 Augusta. Georgia 30911 PAGE 5 Hanscn Information Technologies Corp AMS SURETY HOLDINGS Address: Address: 11092 Sun Center Drive Rancho Cordova. California 95670-6109 Address: Address: One Commerce Center 1201 North Orange Street Wilmington. Delaware 19801 PAGE 6 Hansen Information Technologies Corooration. General Corporation 11092 Sun Center Drive Rancho Cordova. California 95670-6109 AMS Surety Holdings. General Corporation One Commerce Center 120 I North OranQe Street Wilmington. Delaware 19801 Citv of AUQusta. City Government- Municipality PurchasinQ Department 530 Greene Street. Room 605 AUQusta. GeorQia 30911 !)ate.;. Date: Julv 20. 2005 ,^.mount: Amount: $420.000.00 Hansen Information Technologies performing software consulting, implementation. and technical services to the City of Augusta. located at: City of Augusta Information TechnoloQY Department 1815 Marvin Griffin Road AUQusta. Geon!ia Date (Nst cflrlier thal'! Censtruction Contract D81e): Date (Not earlier than Construction Contract Date): July 20. 2005 Amount: Additions and Deletions Report for AlA Document A312Tl.1 - 1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrIbutIon of this 2 AlAe Document, or any portion of It, may result In severe cIvil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.l000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) Amount: $420,000.00 ModificatioRs to t!:tis Bond: Modifications to this Bond: ~:: II See Last Page c=J See Last Page Hansen Information Technologies Com AMS SURETY HOLDINGS Name aRd Title: Name and Title: Chuck Hansen Chairman & CEO Name aRd Title: Name and Title: J. Thomas Maglio Senior Vice-President NO AGENT OR BROKER - WRITTEN DIRECT BASIS Purchasilu! Department 530 Greene Street. Room 605 Augusta. Georgia 309 I I PAGE 8 Hansen Information Technologies Com AMS SURETY HOLDINGS Name aRd Title: Name and Title: Chuck Hansen Chairman & CEO Name aRd Title: Name and Title: 1. Thomas Maglio Senior Vice President .^.ddress: Address: 11092 Sun Center Drive . Rancho Cordova, Cali fornia 95670-6109 Address: Address: One Commerce Center 1201 North Orange Street Wilmington. Delaware 19801 Additions and Deletions Report for AlA Document A312™ - 1984. Copyright @ 1984 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 3 AlAe Document, or any portion of It, may result In severe civil and criminal penaltIes, and will be prosecuted to the maxImum extent possible under the law. This document was produced by AlA software at 12:42:40 on 07/20/2005 under Order No.1000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) " .,> Certification of Document's Authenticity AIA@ Document 0401 ™ - 2003 l, J. Thomas Maglio, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:42:40 on 07/20/2005 under Order No. 1000187290_1 from AlA Contract Documents software and that in preparing the attached final document 1 made no changes to the original text of AlA@ Document A312™ - 1984 - Performance Bond, as published by the AlA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (S;g",~ 1l.uo . .$tfoI;(Jl r/"P (Title) - );) ~ 26th AfJ. AJ.!.At i . ..!...., b! . (Dated) ~'\J AlA Document 0401 TM - 2003. Copyrlght@ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING; This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. UnauthorIzed reproduction or distribution of this AlA'" Document, or any portion of It, 1 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at t2:42:40 on 07/20/2005 under Order No.l000187290_1 which expires on 7/7/2006, and is not for resale. User Notes: (489659785) DOCUMENT NO. 05-AMS4100-6428 AMS SURETY HOLDINGS - NATIONAL SURETY POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, That the National Surety Corp, AMS Surety Holdings Co., and First Florida Captive Holdings Co.; a corporation of the State of Florida, having it's principal offices in the City of Wilmington, Delaware, does make, constitute, and appoint -----J. THOMAS MAGLIO, SENIOR VICE-PRESIDENT; OF WILMINGTON, DELAWARE------- Its true and lawful Attorney(s)-in-fact, to make, execute, seal and deliver for and on its behalf, as surety, and as its act and deed, any and all bonds, both admitted and non-admitted, letters of credit, undertakings, and contents of suretyship, provided that no bond or contract of suretyship executed under this authority shall exceed in amount the sum of ------ALL WRITTEN INSTRUMENTS IN AN AMOUNT NOT TO EXCEED $7,500,000.00 SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS "RESOLVED, that the President, and the Secretary or Treasurer, acting mdividually or otherwise, be and they hereby are granted the power and authorization to appoint by a Power of Attorney for the purpose only of executing and attesting bonds and other related undertakings and other writings obligatory in the nature thereof, one or more vice-presidents, assistant secretaries, and attorney(s)-in-fact, each appointee to have the powers and duties usual to such offices to the business of the Corporation; the signatures of such officers and seal of the Company" AMS Surety Holdings" may be affixed to such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation in the future with respect to any bond or undertaking or other writing obligatory in the nature thereof to which it is attached. Any such appointment may be revoked, for cause, or without cause, by the Corporation, at any time." IN WITNESS WHEREOF, the AMS SURETY HOLDINGS, NATIONAL SURETY, AND FIRST FLORIDA CAPTIVE HOLDINGS CORPORATION has caused these presents to be signed by its officer undersigned and its corporate seal to be hereto affIXed and attested by its Corporate Secretary, this 20th day of July, 2005. . ,~~~~;"~~~~~4~~~~. ,\\).... lV..,....l; .<,)' ., ~. 't', (. ~\... ,J"~ ~ \", ,.."',.!., ~ t'l( ~) ",.' (o"".'~ ~ \) { ,\\1 (to/I) 'I, \'; ...fi ~~ ~~~. r /: {,,'. .... (il'J ~:''''''' .' . tIt. .. 13 ~ _',~/}_~.>~.. ~ :~\ _r<../.:.~-~I . ~b ';; , ,~~ I~(,) "~l . 'lIt,. ,f ~'.\. ..! ,'t,t,':.il':'7r1 r'l'1~r_~, f~~~ Attest: AMS SURETY HOLDINGS NATIONAL SURETY CO . ~? ',pf) Dennis K. Banfie~ Corporate Secretary THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON GOLD COLORED PARCHMENT PAPER WITH A RED COLOR BORDER. IF YOU HAVE ANY QUESTIONS REGARDING THE AUTHENTICITY OF THIS DOCUMENT CALL 302-351-8167 Soflware Maintenance Agreement Page I of II SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT made as of the ~8+- day of July 2005, by and between Hansen Information Technologies, Inc., a California corporation, with its place of business at 11092 Sun Center Drive, Rancho Cordova, CA 95670 ("Hansen") and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911 ("'Licensee"). WHEREAS, Hansen is the owner of the rights to certain software as identified as a License and Inspection Software (known collectively as the "Software"), including copyright, trademark, trade secret and other intellectual property rights; WHEREAS, Licensee and Hansen have entered into a software license agreement dated the ~ 8T''' day of July 2005, enabling Licensee to use the Software on the terms specified therein (the "License Agreement"); and WHEREAS, Licensee is desirous of participating In Hansen's annual maintenance program for software; NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties agree as follows: I. SERVICES. In consideration of payments to be made by Licensee to Hansen as set out below, Hansen agrees to provide the following software maintenance services and Professional Services as set forth in the Scope of Work during the term of this Agreement. The project will consist of these Professional Services including Software, installation and implementation, interface analysis and creation, data conversion, translation, and training. A. Hansen will maintain the Software so that it operates in conformity in all material respects in with the descriptions and specification for the Software set forth in the documentation referred to, and as defined in, the License Agreement. B. In the event that Licensee detects any errors or defects in the Software, Hansen will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance of the Software, during the hours of 7:00 AM - 8:00 PM EST, Monday through Friday, via a toll-free 800 number (800-8-HANSEN). There shall be no charge to Licensee for Hansen services in the correction of errors or defects in the Software. Hansen shall correct any nonconformance it has been properly notified of within a reasonable time not to exceed 10 business days. C. "Upgrades" and "Updates" are those enhancements to the Software that Hansen generally makes available as part of the annual maintenance program. A "New Product" is any update, new feature or major enhancement to Software that Hansen markets and licenses for additional fees separately from Upgrades. D. Hansen shall provide Licensee with Updates of the Software applicable to Licensee's specific version of Hansen application software within the same operating environment at no additional charge. SOFTWARE MAINTENANCE AGREEMENT E. Licensee shall be entitled to acqUIre a license to New Products at Hansen's then prevailing license fees. F. Software Upgrades, Updates, and New Products will be sent on CDs, DVDs, or any other mutually-agreed upon transmission method with explanations, instructions and updated documentation where appropriate. Hansen will also make other installation developments, such as reports, interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee. 2. Maintenance service shall not include, and Licensee shall pay extra for, any and all customization and training related to the application of the customizations. a) Hansen will not support application software that is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made available for current operating systems. Licensee is responsible for maintaining compliance with the "industry standard" version of the relevant operating system. Licensee should determine that an upgraded version of a component part of the Hansen product (Oracle for example) has been certified prior to installation. b) Hansen is not responsible for loss of data due to lack of sufficient backup files. Licensee is responsible for following standard backup procedures to insure data integrity. c) Custom programming or the development of specialized routines not associated with Section 5 of this document are not covered under this Agreement. d) Data conversions and problems associated with data conversions are not covered under this Agreement. Hansen will assist Licensee through the Help Desk for workstation installation only if other workstations are already installed and working. The Help Desk will not install or upgrade server software or database client software on a "first" machine. e) Any service not covered in paragraph I above. 3. HANSEN SYSTEM DEFECT CLASSIFICATIONS. It is recognized that despite the precautions associated with software, defects may be encountered. These defects are defined in criticality categories: a) Category I - System failure. Software does not work, data cannot be input, reviewed, or revised. The system is inoperable. This failure is due to Hansen's software failure, not related to database or system difficulties. b) Category II - Key Hansen component failure. One or more Hansen modules or functions do not work. In this case core functionality remains, however the system is not fully operable. It might not print, for example. c) Category III - Minor Hansen failure or defect. A calculation does not properly function, printing might not be available for one feature, indexing might not have Software Maintenance Agreement Page 2 of II Soflware Maintenance Agreement Page 3 of II SOFTWARE MAINTENANCE AGREEMENT full functionality. These generally center on a configuration issue or error. The system works and work-arounds may be used. d) Category IV - Defect. A feature or change in Hansen functionality desired by licensee is not available or needs redesign or a misspelling or incorrect link is encountered. Full functionality remains available. 4 RESPONSE GOALS AND ESCALATION. Response goals are based upon the Category and Criticality of the problem. a) Response goals for Category I will be within two hours of initial reporting (during Hansen Customer service hours). Hansen will provide standard technical telephone support to resolve the problem. b) Response goals for Category II will be within four hours of initial reporting (during Hansen Customer service hours). Hansen will provide standard technical telephone support to resolve the problem. c) Response goals for Category III issues will be within four working hours of initial reporting. Normally, defects of this nature are resolved through installation of new software or "bug fixes," or changes in the customized system configuration. d) Responses for Category IV issues will be addressed as enhancement requests and minor corrections. These will be distributed in standard software releases and upgrades. Service Escalation In cases where a solution cannot be provided to restore major functionality within six working hours after receipt of the initial call (Categories I and II), Hansen will assign its technical and programming team to resolve the difficulty. If the difficulty cannot be resolved in a timely fashion after the initial call, Hansen technical personnel may be dispatched to the site at Hansen's discretion. Licensee will provide on-site technical staff support, access and expertise to assist Hansen, regardless of the time of day or standard work schedule. In all occurrences of Category I and II issues, Hansen will endeavor to restore system functionality as soon as possible. Hansen will use electronic delivery of files and software patches where possible, or overnight delivery if required. In cases of system failures (Categories I and II) next flight out delivery of media will be made. Licensee will be responsible to take delivery at the closest practical airport. Category III issues will be resolved as rapidly as practical provided they degrade system performance or significantly decrease functionality. Electronic delivery of new software or additional files may be appropriate. In cases where files are too large for satisfactory electronic delivery, overnight mail will be used. Category IV issues will be reviewed and resolutions will be distributed through standard upgrade and update distributions. Enhancement suggestions should be made in writing and sent to the Hansen Help Desk. SOFTWARE MAINTENANCE AGREEMENT All reports of system problems should be referred to the Hansen Help Desk, 1-800- 8HANSEN. These calls will be logged into the system and dispatched to the appropriate work groups. In the event the Hansen Help Desk cannot be reached through the toll free number, the Hansen general number should be used, or e-mail tohelpdeskcmHansen.com. If satisfaction is not received, the complaint should be directed to the Hansen Service manager, then to the Account Manager. 5. FEES. Licensee shall pay an annual maintenance fee to Hansen as provided in Attachment 1 herein and in Attachment 2 of the Software License Agreement. The annual fee shall remain the same as prior years unless Licensee is provided written notice of a price change sixty (60) days prior to the expiration of the prior term. Annual increases shall not exceed 3% from the previous year Maintenance Cost. The annual fee will increase if Licensee purchases additional Software licenses of seat or modules. Maintenance costs on new software licenses acquired shall be applied at the same rate. If the price change is unacceptable to Licensee, the Agreement will not renew if Licensee so informs Hansen in writing prior to the end of the current contract. Professional Service fees are provided in Attachment 2 of the Software License Agreement. Professional Services will be invoiced monthly for services as incurred. If there is a change of scope initiated by the Licensee and additional days for Professional Services are needed, a change order signed by both parties will be required. Any Professional Services provided in excess of the days stated in Attachment 2 of the Software License Agreement due to a change of scope initiated by the Licensee and following the issuance of a change order signed by both parties will be charged at the unit price stated in Attachment 2 of the Software License Agreement. 6. DOCUMENT A TION/MA TERIALS. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to the Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as apply to the Software under the License Agreement. 7. REMOTE ACCESS. Licensee shall, at Hansen's request, provide Hansen with the right of remote access to servers on which the Software is installed, upon adequate notification of the Licensee, so as to enable Hansen to monitor the operation of the Software. 8. INVOICING. Hansen will invoice Licensee for services (including installation, customization, training and additional services) and related expenses on a monthly basis for such services performed and related expenses incurred during each month. Payment shall be made within thirty (30) days of invoice. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half (1.5) percent, or the maximum rate allowed by law, whichever rate is less, per month or fraction thereof until paid. The cancellation of any professional service with two weeks notice or less prior to the date scheduled for the services is subject to a $250 fee, plus all non-refundable travel expenses. 9. CONFIDENTIALITY. The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement includes confidential and proprietary Software Maintenance Agreement Page 4 of II Software Maintenance Agreement Page 5 of II SOFTWARE MAINTENANCE AGREEMENT information (hereinafter the "Confidential Information"). Confidential Information is defined as Work Project and Software such as business information (sales and marketing research, materials, plans, accounting and financial information, personnel records and the like) and other information designated as confidential expressly or by the circumstances in which it is provided. Each party agrees not to disclose Confidential Information to third parties, without the prior written consent of the other party or pursuant to Court order. The parties agree that the Confidential Information does not include any information which, at the time of disclosure, is generally known by the public. Hansen 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.) Licensee shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. Hansen shall clearly mark any information provided to Licensee which Hansen contends is Proprietary Information. ("Proprietary Information" means any information related to the above-stated purpose which is identified as proprietary information, including, but not limited to, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, and also business and financial information, or the like.) Hansen shall notify Licensee immediately of any Open Records request arising out ofthis contract and shall provide to Licensee a copy of any response to the same. Covenant Not to Disclose. Except as required by law, with respect to the other party's Confidential Information, the recipient hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose such Confidential Information to any third party, with the exception of subcontractors or vendors under contract to the party and which have undertaken non-disclosure obligations comparable to those contained in this Agreement, without the prior written consent of the provider. Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own confidential information. 10. TERM. The initial term of this Agreement shall be for a period of one (1) year following the expiration of the warranty period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains licensed by Hansen to use the Software, unless earlier canceled in writing by either party at any time upon ninety (90) days written notice. If a software maintenance agreement is not initiated immediately after the warranty period, canceled or not renewed annually, there will be costs associated with software reconciliation with the issuance and a new software maintenance agreement with payment invoiced annually. Termination shall have no effect on Licensee's obligation to pay the applicable labor rate (or an equitable portion of any fixed fee) with respect to Services rendered prior to the effective date of termination. 11. TERMINATION OF AGREEMENT. Either party may terminate this Agreement if the other party breaches any material provision hereof and fails within thirty (30) days after receipt of notice of breach to correct such default or to commence corrective action reasonably acceptable to the other party and proceed with due diligence to completion. Either party may terminate this Agreement if the other party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. Software Maintenance Agreement Page 6 of I] SOFTWARE MAINTENANCE AGREEMENT A. Termination for Convenience. The Licensee may terminate this Agreement, or any part hereof, for its sole convenience by giving written notice of termination to Hansen. Upon Hansen's receipt of such notice, Hansen shall, unless otherwise specified in the notice, immediately stop all work hereunder and, to the extent permitted under each applicable subcontract or agreement, give prompt written notice to suppliers and subcontractors to cease all related work. Hansen shall be paid the price specified herein for all non-defective work performed hereunder as of the date of the Licensee's termination notice, such payment to be made within sixty (60) business days after Hansen delivers such work to the Licensee, in its then current form, free and clear of all liens. Except for costs necessary to implement the Licensee's termination directive, Hansen shall not be paid for any work done after receipt of such notice, for any costs incurred by Hansen's suppliers or subcontractors after receipt of the Licensee's termination notice, or for work which Hansen could reasonably have avoided. B. Either party has the right to terminate this Agreement if the other party breaches or is in default of any obligation hereunder, and if such default has not been cured within fifteen (15) days after receipt of notice of such default. C. Either party may terminate this Agreement by written notice if the other party becomes insolvent or bankrupt. D. The obligations of each party pertaining to Confidential Information and taxes shall survive the termination of this Agreement. 12. FORCE MAJEURE. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any delay or failure by such party in performing its obligations hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labor disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition beyond the control of such party; provided that such party notifies the other party of its inability to perform and the reasons therefore, with reasonable promptness; and performs its obligations hereunder as soon as circumstances permit. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than three (3) months then the party not in default shall be entitled to terminate this Agreement as a result of an Event of Force Majeure. 13. ASSIGNMENT. This Agreement, or any of the rights or obligations of Hansen created herein, may not be assigned by Hansen without Licensee's consent, which consent shall not unreasonably be withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of Hansen. 14. ENTIRE AGREEMENT. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement and Attachment 1, together with the relevant terms and conditions of the contract(s) between Hansen and Licensee as identified in the Professional Services Agreement, represents the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions or understandings between them in any way relating thereto. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall form a part hereof or have any legal effect whatsoever. In the event of any SOFfW ARE MAINTENANCE AGREEMENT conflict or inconsistency between the provisions of this Agreement and the provisions of the contract(s) identified in the License Agreement, the latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified except by later written agreement signed by both parties. 15. PROPRIETARY RIGHTS TO WORK PRODUCT. "Work Product" shall mean any resulting software (including all functional and technical designs, programs, modules, code, interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any modifications or changes to the Software created by Hansen after the effective date of this Agreement and in furtherance of the Statement of Work. Hansen shall own all right, title and interest to the Work Product. The parties acknowledge that the Work Product is not a "work made for hire" under the Federal Copyright Law. The parties agree that the Work Product shall be deemed to be and become a part of the Software for all purposes under the License Agreement. 16. DISPUTES. In the event of any controversy, claim or dispute between the parties arising from or related to this Agreement, the party initiating the controversy, claim or dispute shall provide to the other party a written notice containing a brief and concise statement of the matter, together with relevant supporting facts. In the event the Licensee's Project Manager and Hansen's Project Manager are unable to reach a mutually satisfactory resolution within five (5) days of receipt of notice, the problem shall be escalated to the Licensee's IT Director and Hansen's President/CEO who shall have ten (10) days within which to resolve the problem. If these efforts are not successful, either party may commence litigation or other proceeding regarding the controversy, claim or dispute. 17. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A. All claims, disputes and other matters in question between Licensee and Hansen arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Hansen, 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. 18. WARRANTIES. 18.1 Limited Warranty. Hansen agrees to perform all Services described in Attachment 3 "Implementation Schedule" of the Software License Agreement known as the Statement of Work in a professional, workmanlike manner. Hansen also agrees and warrants that: (a) it shall comply with all applicable laws and regulations; (b) in rendering the Services, it and its employees have all necessary rights, authorizations, or licenses to provide the Services hereunder and to provide all related materials and services required under this Agreement; (c) each of its employees assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be performed in accordance with the applicable Statement of Work; and (d) Hansen shall obtain for the Licensee the unrestricted right to use each deliverable provided to the Licensee by Hansen hereunder in accordance with the terms and conditions found in the Software License Agreement. Soflware Maintenance Agreement Page 7 of II SOFTWARE MAINTENANCE AGREEMENT 18.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 18.1, HANSEN MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE WORK PRODUCT (WHICH IS WARRANTED UNDER THE LICENSE AGREEMENT), ITS SERVICES OR ANY OTHER DELIVERABLES PROVIDED HEREUNDER. 19. LIMITATION OF LIABILITY. The aggregate liability of Hansen arising from or relating to this agreement (regardless of the form of action or claim - e.g. contract, warranty, tort, malpractice, and/or otherwise), is limited to the total fees paid by the Licensee to Hansen for professional services and software. Hansen shall not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if they have been advised of the possibility of such damages. Hansen is not responsible for lost profits or revenue, loss of use of the software, loss of data, costs of re-creating lost data, or the cost of any substitute equipment or program. This provision does not apply to indemnification claims subject to section 20.0 herein. 20. INDEMNIFICATION. Hansen agrees to indemnify, defend and hold harmless the Licensee and its directors, officers, employees, agents, subsidiaries and affiliates, against any and all losses, liabilities, judgments, awards and costs (including reasonable attorneys' fees) arising out of or related to any claim: (i) for bodily injury or damage to property arising out of the furnishing, performance or use of the Services or any deliverable provided hereunder; (ii) for payment of compensation, salary or benefits asserted by an employee of Hansen; and (iii) any claim arising out of Hansen's failure to comply with any applicable law or regulation. The indemnities set forth in this Section shall not be subject to any limitation ofliabiIity set forth herein. 21. INDEPENDENT CONTRACTOR STATUS. Each party and its employees are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each party shall remain responsible, and shall indemnify and hold harmless the other party from the withholding and payment of all federal, state and local personal income, wage, earnings, occupation, social security, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under federal, provincial law or otherwise) now existing or hereafter enacted for its respective employees. 22. SECURITY, NO CONFLICTS. Each party agrees to inform the other of any information made available to the other that is classified or restricted data, agrees to comply with the security requirements imposed by any provincial or local government, or by the Canadian or United States Government, and shall return all such material upon request. Each party warrants that its participation in this Agreement does not create any conflict of interest prohibited by the United States or Canadian government or any other Software Maintenance Agreement Page 8 of ] I SOFfW ARE MAINTENANCE AGREEMENT domestic or foreign government and shall promptly notify the other party if any such conflict arises during the Term. 23. INSURANCE. Hansen shall maintain adequate insurance protection covering its activities hereunder, including, but not limited to coverage for statutory workers' compensation, comprehensive general liability for bodily injury and property damage, as well as adequate coverage for vehicles. Hansen shall provide the Licensee with certificates of insurance on for each of these coverage types. Except for worker's compensation insurance, Hansen shall name the Licensee as an additional insured on its insurance policies, and such policies shall require 60 days prior written notice to the Licensee for any coverage change. As of the date hereof, Hansen has at least the following levels of coverage: workers' compensation ($1,000,000), comprehensive general liability for bodily injury and property damage ($1,000,000). 24. NOTICES. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing thereof. Either party may change its address for notices by giving notice of such change as required in this Section 24. Hansen Information Technologies, Inc. Attn: Charles A. Hansen, Pres/CEO 11092 Sun Center Drive Rancho Cordova, CA 95670-6109 T: 916.921.0883 F: 916.921.6620 City of Augusta Georgia Tameka Allen, IT Director 530 Greene Street, A-I 0 1 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 Mike Blanchard, IT Application Mgr 530 Greene Street, A-I 0 1 Augusta, GA 30911 T: 706.821.2862 F: 706.821.2530 Software Maintenance Agreement Page 9 of 11 Soflware Maintenance Agreement Page 10 of II SOFTWARE MAINTENANCE AGREEMENT 25. MISCELLANEOUS PROVISIONS 25.1 Severability. In the event anyone or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes closest to the intention of the parties underlying the illegal, invalid or unenforceable provision. 25.2 Parties Bound. This Agreement shall be binding upon the parties hereto, their successors, heirs, devisees, assigns, legal representatives, executors and administrators. 25.3 General Obligations. As required, the Licensee agrees to provide Hansen with appropriate access to their facilities, personnel, data systems, and other resources. The Licensee acknowledges that the implementation is a cooperative effort and that the Licensee must complete its designated tasks in timely manner in order for Hansen to proceed with and complete the Services. 25.4 Final Agreement. This Agreement constitutes the complete, final and exclusive expression of the parties' agreement regarding Professional Services, and it supersedes all proposals and other communications made between the parties concerning the subject matter hereof. This Agreement cannot be modified except by written agreement that explicitly refers to this Agreement signed by all the parties hereto. 25.5 Authority To Enter Into Agreement. The undersigned hereby represent and warrant that they are duly authorized to sign and enter into this Professional Services Agreement on behalf of their respective parties. IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of Hansen and Licensee. By: HANSE~ By . AUGUSTA: Name: Charles A. Hansen ;~me: Title: Willie H. Mays, III Title: President/CEO Date: Attest: Interim Mayor 7'JOAt1/-< U 7??~; /LJ1A.Cy2#~/ Lena Bonner By: Title~lerk of Commission / Soflware Maintenance Agreement Page ] ] of 11 SOFTWARE MAINTENANCE AGREEMENT Attachment 1 - Software Maintenance Agreement Initial Professional Annual Maintenance Item Licensed Product License Fee Services & Maintenance Start Date Fees Fee * License and One year 1 Inspection Software $170,600.00 $249,400.00 $55,000.00 from "Go- Live" date. * Licensee agrees to pay to Hansen in advance starting one year from "Go-Live" date, an annual fee of $55,000.00 for services and maintenance provided in accordance with this Agreement. The annual fee is calculated at 20% of the software costs of $275,000 prior to the $104,400 discount on software per Attachment 2 "Pricinf!". The annual fee shall remain the same as the prior year unless Licensee is provided written notice of a price change as detailed in Section 5. ** Additional out of pocket expense is estimated at $21,000.00. Actual amount(s) to be billed as incurred. Attachment 5: DSI FlexSafe Escrow Agreement Account Number This Agreement is effective , 2005 between DSI Technology Escrow Services, Inc. ("DSI") and Hansen Information Technologies, Inc. ("Depositor"), who collectively may be referred to in this Agreement as "the parties" and. who are more fully identified in the Exhibit A. A. Depositor and Depositor's client, the City of Augusta, GA, have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as "the License Agreement"). B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances. C. Depositor desires to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor. D. In the event bankruptcy proceedings are commenced in the United States of America by a party to this Agreement, the parties hereto desire this Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n). E. In the event bankruptcy proceedings are commenced in Canada by a party to this Agreement, the parties hereto will comply with the Bankruptcy and Insolvency Act of Canada ("Act") and the remedies provided therein, and unless otherwise ordered by the court, Licensor/Depositor shall not interfere with the rights of the Licensee/Preferred Beneficiary to elect to continue this Agreement as supplementary to the License Agreement. ARTICLE 1 -- DEPOSITS 1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, Depositor shall deliver to DSI the proprietary technology and other materials ("Deposit Materials") to be deposited under this Agreement. 1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. The Exhibit B must be signed by Depositor and delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify Depositor regarding the status of the deposit account as required in Section 3.2 below. @ 1983,2000 DSI Augusta GA @ 1983,2000 DSI Augusta GA Attachment 5: DSI FlexSafe Escrow Agreement 1.3 Deposit Inspection. When DSI receives the Deposit Materials and the Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on the Exhibit B. 1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Depositor. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and ( c) mail a copy of the Exhibit B to Depositor. DSI's acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. 1.5 Depositor's Representations. Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials, Depositor has the right and authority to grant to DSI the rights as provided in this Agreement; and c. The Deposit Materials are not subject to any lien or other encumbrance. d. The Deposit Materials are readable and useable in their current form or if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited. 1.6 Deposit Updates. Updates to the Deposit Materials may be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.5 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates. 1.7 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor or as otherwise provided in this Agreement. Attachment 5: DSI FlexSafe Escrow Agreement DSI TECHNOLOGY ESCROW SERVICES@ An Iron Mountain Company FlexSAFE Agreement FlexSAFE is an uncomplicated, two-party agreement between the depositor and DSI that requires no customer signature or approval. It was developed to meet the depositor's particular needs in an easy and cost-effective way. In addition, it meets the requirements of a beneficiary mainly concerned about a depositor's bankruptcy. With FlexSAFE, DSI notifies the beneficiary that an escrow account has been established and sends semi-annual status reports to all parties. Purpose DSJ's FlexSAFE Agreement is generally used when: Both parties agree that a basic level escrow protection is needed. The beneficiary does not want to sign the escrow agreement. , · The beneficiary is mainly concerned with bankruptcy as a condition to release deposit materials. The depositor wants to have control of the release of deposit materials. · The escrow investment needs to be at a minimum. Features FlexSAFE customers benefit from these unique features: · Standard terms and conditions that require no negotiation. · The beneficiary may file directly with DSI for a release under bankruptcy. · DSI direct billing to beneficiary. · Deposit inspection with signed receipt for the depositor. · Audit trail of deposit created through inspection, date stamping of all deposit materials. Semiannual account histories listing all deposit activity sent to all parties. Cost-effective escrow protection. Atlanta. Boston. Chicago. Dallas. San Diego. San Francisco. Toronto For More Information Call: (800) 962-0652 or Visit us at www.dsiescrow.com or www.ironmountain.com @ 1983,2000 DSI Augusta GA