The URL can be used to link to this page

Home My WebLink AboutHANSEN INFORMATION TECHNOLGIES (2) MUTUAL RELEASE AGREEMENT This Mutual Release Agreement ("Agreement") is made and entered into this 6th day of June 2006 by and between the City of Augusta, Georgia ("City") and Hansen@ Information Technologies, Inc. ("Hansen"). WHEREAS, on or about July 28, 2005, the City and Hansen entered into an Agreement ("Contract") pursuant to which, among other things, the City was to obtain licensed software programs from Hansen for the purpose of Building Permits, Business Licenses, Code Enforcement and Excise Tax Management software applications; and WHEREAS, the City and Hansen determined not to proceed with implementation of the Hansen software under the Contract; and WHEREAS, the City and Hansen mutually desire to compromise and resolve all issues relating or referring to the Contract; NOW, THEREFORE, in consideration ofthe mutual covenants, promises and considerations set forth in this Agreement, the sufficiency of which is hereby acknowledged by both the City and Hansen, and with the intent to be legally bound, the City and Hansen mutually agree to the following: 1. The City and Hansen agree to adopt and incorporate the foregoing recitals, sometimes referred to as "Whereas clauses" by reference into this Agreement. 2. Hansen hereby agrees and shall: &.- Pay the City $125.850.00 by certified check on or before June 6, 2006. Said check shall be held by counsel for Augusta until after the terms of this Agreement are approved by Augusta as provided in Section 15 of this Agreement. b. Release, waive and forever discharge any claim of any nature whatsoever relating or referring to the Contract except any claim to enforce the terms and conditions of this Agreement. 3. In consideration of Paragraph 2 above, the City agrees and shall: a. Release, waive and forever discharge any claim of any nature whatsoever relating or referring to the Contract except any claim to enforce the terms and conditions of this Agreement. 4. In further consideration, the City and Hansen also hereby agree that the Contract shall henceforth be deemed terminated for convenience of the parties as of the effective date of this Agreement. 5. Subject to the requirements of Georgia's Public Records Act, the City also hereby agrees not to disclose any Hansen software or document templates used to gather client information still in the City's possession to any third party except as may be necessary to effectuate or exercise the City's rights as set forth in Paragraph 7 of this Agreement. 6. Subject to Georgia's Public Records Act, the City and Hansen further hereby agree that, from the effective date of this Agreement, neither of them shall disparage the performance of the other under the Contract. I 7. a. The City also hereby agrees that it shall cease use of any Hansen software or document templates except that the City shall retain a non-exclusive free right to use documentation related to scope analysis for the proposed system documentation. This documentation shall be defined as any document that contains the City's business work process information or data which was created jointly by the City and Hansen employees. These documents may include, but are not limited to, the following words or phrases that identify them: Flow Chart; Walkthrough; Meeting Record; Process Improvement; Meeting; Interview; Processes; Test Case Planning; Configuration; Process Flow; Design; Process Flow Narrative Document; Statement of Work; Business Process Analysis; Best Practices; Hardware Recommendations; Notes; Narrative. The City will make a "best effort" to return or destroy all copies of Hansen software and document templates, except for the proposed system documentation previously described in this section, within thirty (30) days of the effective date of this Agreement. The City and Hansen also hereby agree that they may each advise third parties that the Contract was deemed mutually terminated for convenience pursuant to this Agreement. In this regard, Hansen hereby expressly acknowledges, understands and agrees that the City is subject to and must abide by Georgia's Public Records Act and that information disclosed to third parties by the City in accordance with its obligations under these statutes and constitutional provisions shall in no way constitute a breach of this Agreement. b. Hansen will make a "best effort" to return or destroy all copies of Augusta, Georgia data or information in its possess within ten (10) business days of the effective date of this Agreement which is provided in Section 15 of the Agreement. 8. Except for any claim to enforce the terms and conditions of this Agreement, Hansen shall and hereby does fully, finally and unconditionally release, quit, remise, satisfy and forever discharge the City, its elected officials, officers, employees, former employees, attorneys, agents, representatives, predecessors, successors, insurers, sureties and assigns from any and all matter of action or actions, cause or causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, charges, damages, obligations, liabilities, contracts, promises, judgments, executions, claims, complaints, legal or equitable whether known or unknown, which Hansen has asserted or could have asserted against the City relating or referring in any way to or arising directly or indirectly from the Contract or work performed thereunder. 9. Except for any claim to enforce the terms and conditions of this Agreement, the City shall and hereby does fully, finally and unconditionally release, quite, remise, satisfy and forever discharge Hansen, its officers, employees, former employees, attorneys, agents, representatives, predecessors, successors, insurers, sureties and assigns from any and all matter of action or actions, cause or causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, charges, damages, obligations, liabilities, contracts, promises, judgments, executions, claims, complaints, legal or equitable whether known or unknown, which the City has asserted or could have asserted against Hansen relating or referring in any way to or arising directly or indirectly from the Contract or work performed thereunder. 10. The City and Hansen acknowledge and agree with one another that the releases set forth in Paragraphs 8 and 9 above extinguish all causes of legal action except an action for specific enforcement of the terms and conditions of this Agreement. 2 ., '," 11. This Agreement shall be governed by the laws of Georgia and any action brought to specifically enforce any of the terms and conditions of this Agreement shall be litigated in the state of Georgia. 12. This Agreement may be amended only by a written instrument specifically referring to this Agreement and executed in the same formalities as this Agreement. 13. This Agreement is freely and voluntarily executed by the City and Hansen after they have been apprised of all relevant information concerning this Agreement and after they have received the advice of their respective counsel. 14. In executing this Agreement, the City and Hansen do not rely upon any inducements, promises, representations, other than the promises or representations set forth in this Agreement. Accordingly, the City and Hansen acknowledge this Agreement is a product of mutual negotiation and no doubtful or ambiguous provision that may exist in this Agreement is to be construed against either the City or Hansen based upon the claim that one or the other party drafted ambiguous language or that the language in question was intended to favor one party or the other. 15. The effective date of this Agreement shall be the date upon which it is approved by the City of Augusta, Georgia. IN WITNESS WHEREOF, the City and Hansen have executed this Agreement as evidenced by the following signature blocks: CITY OF AUGUSTA, GEORGIA ATTEST '/1 I j By: AtJ;~~ Name: ~t1AVA1~~tr~Af~t?~ Title: ('J.eflK. d\C- 4Jv'1~ r"" APPRO~E?7 By: cr ~ 0 f7 Name: ':pr'lIl:Cp ~. c~ fet-iH4ufd-- Title: !1 /1-"(11( p~ ova~~o. 'Stephen Shepard, City Attorney, Augusta Law Department HANSEN@ INFORMATION TECHNOLOGIES, INC. By: fl, Name: Mark Watts Title: President 3