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HomeMy WebLinkAboutHLP INC CHAMELEON SOFTWARE PRODUCTS ..' ,. ~ ~.;: SOFTWARE AND SERVICES AG~ THIS AGREEMENT made as of the 2. ~lIcday of between: , 2005, by and HLP, Inc., Chameleon Software Products, an Arizona corporation, with its place of business at 3271 Falkland Circle, Huntington Beach, CA 92649-2812 ("HLP") 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"). This contract will operate in accordance with Augusta, GA RFP 04-119, and any item herein outside of such must be completed as in contract or be subject to penalty clause. In case of conflict between RFP #04-119 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. WHEREAS, HLP is the owner of the rights to certain software identified as Chameleon/ems <Q Software (known collectively as the "Software"), including copyright, trademark, trade secret, and other intellectual property rights; . WHEREAS, Licensee is desirous of obtaining a license to use the Software; NOW THEREFORE, in consideration of the covenants, conditions, and agreements herein contained, the parties agree as follows: 1. LICENSES 1.1 HLP will supply all software required to satisfy Augusta's requirements for Animal Shelter Management Software System that satisfies the requirements described in Attachment 1. 2. PA YMENT I FINANCIAL CONSIDERATIONS 2.1 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 HLP the fees and expenses as set forth in Attachment 2 (the "Fee"). The total amount paid by Licensee shall not exceed this Fee unless approved by Licensee in writing. 2.2 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. 2.3 HLP will invoice monthly for services, to include travel and trammg, after they are provided. HLP will invoice 100% of the software license amount at Project Acceptance. All invoices are due 30 days from invoices date. Software License Agreement ..;, , , . !,- 3. PROPRIETARY INFORMATION AND OPEN RECORDS 3.l 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 HLP and include trade secrets and other confidential and proprietary information of HLP (hereinafter the "Confidential Information"), and Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without HLP's prior written consent or pursuant to Court order. 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. 3.2 HLP acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. ~ 50-18-70, et seq.) HLP shall cooperate fully in responding to such requests and shall make all records, not exempt, available for inspection and copying as required by law. HLP shall clearly mark any information provided to Licensee which HLP contends is Confidential Information. HLP 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. 4. LICENSEE RESPONSffiILITIES 4.1 The Licensee shall assist HLP by placing at its disposal all available information pertinent to the project including previous reports and any other data relative to the HLP services. 4.2 The 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 HLP relating to this project within a reasonable time so as not to delay the services ofHLP. 4.3 The Licensee shall give prompt written notice to HLP whenever Licensee observes or otherwise becomes aware of any development that affects the Scope or timing of HLP Services. 4.4 The Licensee shall bear all costs incident to compliance with the requirements of this Section 4. Software License Agreement ') ,.. , . ..: :- 5. HLP RESPONSffiILITIES 5. 1 HLP warrants the Software to operate in all material respects as specified in the documentation. This warranty shall be perpetual as long as the Licensee has a current maintenance agreement with HLP. For one (1) year following installation, HLP 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 HLP in writing of such errors within one (1) year from installation as defined herein. 5.2 As this project will potentially encompass data that existed prior to the year 2000, HLP represents that HLP software applications have been tested and are Year 2000 compliant. Specifically, HLP software shall correctly process date data within and between the 20th and 21st 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. HLP has proposed modern technology be used. with this project which HLP is informed and believes is year 2000 compliant. 6. RIGHTS OF TERMINA nON 6.1 The license granted by this Agreement is effective until terminated. HLP 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 the Licensee shall. be 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 HLP all copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to HLP that all copies or partial copies of the Software, the Documentation and such other materials have been returned to HLP or destroyed. Furthermore, either party may terminate this Agreement at any time upon the giving of written notice: 6.1.1 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 6.1.2 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 6.1.3 In the event that appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of Licensee. Software License Agreement 1 ~. ",,' ~. ~ t 6.2 HLP shall indemnify and hold the Licensee harmless from any and all liability, loss or damage the Licensee may suffer as a result of claims, demands, costs or judgments against it arising out of the HLP negligence in the performance of this Agreement. 7. IMPLEMENTATION 7.1 HLP 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 HLP delivering software, consulting, and training sufficient to enable Licensee to begin operational use of the software on the date HLP states the Licensee can "Go Live" with the software. HLP shall not be responsible for performance of obligations that are postponed as a result of delays beyond HLP's reasonable control. 7.2 The work described shall be carried out as expeditiously as possible. HLP shall not be liable to the Licensee, if delayed in, or prevented from performing the work as specified herein through any cause beyond the control ofHLP, 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. 8.0 NOTICES 8.1 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 8. 8.2 To ensure effective communications, HLP shall submit all invoices and correspondence regarding accounts payable and receivables shall be made to the following address: The originals to: IT Director 530 Greene Street, A-I0l Augusta, GA 30911 ATTN: Tameka Allen Title: IT Director Telephone: 706.821.2522 Fax Number: 706.821.2530 Copies To: City Administrator 530 Greene Street, Room 801 Augusta, GA 30911 ATTN: Fred Russell Title: City Administrator Telephone: 706.821.2400 Software License Agreement .1 /) , . IT Application Manager 530 Greene Street, A-I0l Augusta, GA 30911 ATTN: Mike Blanchard Title: Application Manager Telephone: 706.821.2862 Fax: 706.821.2530 9.0 LEGAL ASPECTS OF THIS AGREEMENT AND VENDORILICENSEE RELATIONSHIP 9.1 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. 9.2 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 HLP arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. HLP, 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. 9.3 This Agreement shall not be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. 9.4 This Agreement, or any of the rights or obligations of HLP created herein, may not be assigned by HLP 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 ofHLP. 9.5 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 Software License Agreement " .. . . 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 on the signature page, 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. Software License Agreement h '.., , , \ IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials ofHLP and Licensee. HLP: By: Name: Title: ~~;e~ ~,6E7<?T J:: );Lot) vBe ~/- , Software License Agreement AUGUSTA: By: nJ.~ame: flVritle: Attest: pi~l~euH~ Mays, II 4d:iA~. ". By: Lena Bonner Title: Clerk of Commission 7 '-- Ill. , .' " Attachment 1 - Augusta System Requirements ID Descriotion Vendor Response Admissions 1 The application should track all actions taken by username and Yes date for each record created or edited. 2 System needs a comprehensive selection of canine and feline Yes breeds, colors, and color patterns. Include all AKC, CKC breeds and mixes. 3 User should have the ability to add additional species, colors, Yes and mixes as needed. 4 Needs to generate plastic type collar with a unique one-time ill Yes number for each animal admitted, impounded, or released. 5 System should create cage cards with all identification Yes information, including ill number. Needs the capability to attach a digital photo, include behavioral assessments, and general comments (housebroken, lived with other animals, etc.). 6 After an animal is admitted, system needs to notify the user Yes when the animal is available for a transfer. - If animal has an owner, 5 days for an adoption transfer. - If animal has no owner, 3 days for an adoption transfer. - 10 days for bite cases. 7 All date entry fields should be user friendly with date entries Yes, but no drop down menu from calendars or drop down menus. 8 The system must be able to interact with Augusta's Yes, custom interface requiring request/work order application (GBA) to handle requests that 'Certified Data Connection' License come to Animal Services from citizens via Augusta Cares or and separate Quote. other county departments using GBA. Dispatch 1 System will enable the dispatch operator to easily create yes records from complaints. Data entry should include name, address, telephone number of complaint, type complaint (running loose, cruelty, etc.). Time call/complaint received, time dispatched, time arrived, time cleared, disposition of the complaint (picked up dog/cat, talked with complainant, etc.) The operator should have the option of entering the current system date/time for all date/time entries. 2 Would like for field officers to have the ability to remotely yes update complaint records created by dispatch while in the field (time arrived, time cleared, disposition of the complaint, etc.). 3 The system should flag any names, addresses, or phone yes numbers of previous problems reported, court citations, or bite cases. 4 System should be user friendly in allowing the operator to yes easilv refer back to recently created records to assist field Software License Agreement ~ ~~ ID Descriotion Vendor Response officers. Euthanasia 1 The system should contain security permissions to enable select yes users to create or update euthanasia records. 2 When the user enters information for euthanasia the effective No, some animals do not have a tag date and Tag ill # should be required fields to update/save number. record. 3 System should maintain the inventory of euthanasia solution in yes cc's available for euthanasia. 4 Once an animal is euthanized the record should be updated to yes show cc's used and available cc's in inventory. Adoptions '. 1 The software should generate all adoption forms with data Yes entry fields of customer's personal information. 2 Would like for the system to contain a web interface providing Yes the user with the ability to easily update animals available for adoption. 3 All financial transactions (cash, check, cc/debit card) related to Yes adoption fees should be manage by the application. 4 System must generate invoices for all financial transactions Yes related to adoptions. Traps 1 The system must be able to track/maintain all animal traps that Yes have been borrowed from the shelter. The traps are to be tracked by address, type, identification number, resident name, phone number, date borrowed, date to be returned, and date returned. 2 Software needs to have the functionality to alert personnel Yes when a borrowed animal trap exceeds its due date without being returned. 3 All financial transactions (cash, check, cc/debit card) related to Yes trap deposits, payments for damage or worn traps should be managed by the software. Citations/Court 1 System should enable the user to manage/track all citations Yes issued and related court verdicts per citation. 2 The software should record all fines issued per citation. Yes Chemical Captures 1 The system should manage chemical captures; including Yes date/time, location, darting officer, cc's used, witness, type animal, weight and location of capture. Security Software License Agreement o '... l ~ ID Description Vendor Response 1 The software must provide security so that only someone with Yes appropriate login to the hardware device can access the system. 2 Different levels of security should be provided for various Yes users. An administrator should have the ability to assign certain users administrative, inquiry only, or read/write privileges as desired. Reports U*NOTE*U All reports specifically listed are expected to be Most reports that are shipped with the available upon implementation. If your system does not software can be used stock. Extra time include these specific reports, and if providing them is not is quoted to customize reports for local requirements. included in the cost of your application, please itemize them in the "Customization Costs" section of the Price Proposal. '. 1 The software must generate shelter activity reports: animals yes adopted, euthanized, transferred, escaped, surrendered, impounded, and dead animals from the highway by animal type (dog, cat, raccoon, other) and species for any specific day or date range. 2 Needs the functionality to produce census reports by animal yes type and species, to be reported by pen number, ill number and/or tag number for any specific day or date range. 3 Produce animal intake reports by type and species for any yes specific day or date range. 4 Produce reports of animals reclaimed by owner by type or yes species, for any specific day or date range. 5 Software must manage all adoption paper work (spay/neuter yes agreements, medical records, adoption contracts) and return to owner of impounded animals reports. 6 The system should manage medical logs producing euthanasia yes reports with animals unique ill number, type animal, weight, date, and amount of euthanasia solution used in cc's. 7 System must report all chemical capture activity for any yes requested day or date range. 8 System should create spay and neuter reports of everyone who yes adopts an animal and whether they are in compliance with spay/neuter requirements. Reports should be able to be generated for any day or date range. 9 SpaylNeuter Reports; certificate #, due date, completion date, yes void date, and if voided, why? 10 Software should generate a report of the location and borrower yes of all animal traos. 11 Need the ability to compute all financial transactions itemized yes by type (adoption, traps, impound fees, etc.) and create daily balance reports. Additionally, financial transaction reports should be generated for any specific day or date range. Software License Agreement 1() ~. In Descri tion 12 Software should generate payment and receipt journals for both yes adoption and animal trap revenue. 13 System will enable the user to generate reports to show the total revenue enerated from court fines for an da or date ran e. 14 The vendor must provide an updated copy of the production database schemas for the purpose of understanding the system and generating reports. The vendor must provide current u dates if/when the schemas chan e. Software License Agreement 1 1 Vendor Res nse yes Proprietary and confidential. Available, if required, with non- disclosure document signed. .. '".' .' Attachment 2 - Cost of Services Software Price Units Unit Cost Extended Cost SYSTEM SOFIW ARE: (Required as Chameleon system standard) Microsoft Windows 2000 Server Pre-installed locally Microsoft SQL Server, latest edition Pre-installed locally PCAnywhere communications access Pre-installed locally Seagate Crystal Report Professional, latest edition Pre-installed locally Purchase locally CHAMELEON PRODUCTS Chameleon/CMS Software License (RFP Purchase $12,000 1 $12,000 $12,000 Chameleon Public Access Software License $9,800 1 Fee Waived - ChamCam Plus imaging package $150 1 Fee Waived for First Package - PaWWWkiosksoftwareonly $600 $0 - PetLink telephony package $2,300 1 $0 Products Total (Shipping Included) $12,000 SOFlW ARE SUPPORT & MAINTENANCE: (Annual Required Licensing Fees) Maintenance & Support for the First Year (Due at time of System Implementation) - limited to single server and 6 workstations $960 7 $6,720 - limited to 7 wireless Field Service Units $240 7 $1,680 - limited to no wireless FSU/Mapping $960 $0 - limited to no PocketCham $240 $0 Chameleon Public Access Software annual fee - limited to one ChamCam $%0 1 Fee Waived for First Package Support and Maintenance Total $8,400 COMPUTER SERVICES: Software Customization (link to GBA) $600/day Quote separately pending analysis Most reports that are shipped with the software can be used Custom Report Writing, charged as needed $75/hr 24 $1,800 stock. Extra time is quoted to customize reports for local requirements. Conversion of files into Chameleon (Estimated) $600/day 5 $3,000 Detail Attached Software Tuning and Training (On-site, includes Travel Time) $900/day 5 $4,500 Services Total (aU expenses included) $9,300 TOTAL PRICE QUOTE $29,700 DELIVERY: Software is installed remotely ASAP after P. O. received. No magnetic media is shipped. Services are offered at available time on HLP calendar, after P. O. received. Software License Agreement 1') 'J 1- , ~ . ,. , Attachment 3 - Implementation Schedule and Project Acceptance Proposed Task ID Task Description Status Duration Completion Date 1 Contract Negotiation IN PROGRESS 2 City Attornev Contract Review 3 Proiect Approval by Augusta Commission 4 Augusta Mavor signature and HLP signature 5 Purchase Order sent to m..P, Inc. 6 Acquisition and SetuP of Hardware: 60 days 6/27/2005 7 Appropriate Chameleon Software installed and 1 day 8/1/2005 configured. Installation and configuration of appropriate software on selVers 8 Software Testing and Data Entry Practice 29 days 8/3012005 9 Conversion data sent to m..p by 9:00 PST 8/22/2005 10 T~ onsite with m..p Training 5 days 8/29/2005 End-User Training *Syst.em Administrator Training 11 Final Conversion installed 8/31/2005 12 Go-Live with HLP trainer onsite 9/1/2005 13 Proiect Acceptance 10/1/2005 30 days since Go-Live with no unresolved system problems. Satisfaction of all requirements in Attachment 1 of this agreement. 17 100% payment upon Project Acceptance 10/112005 * Onsite training focus's on end - users being competent in use ofthe software at the end of the five days of on site training. The more practice the users receive prior to onsite training the faster they tend to learn. System Administrator training is on a time available basis. HLP, Inc. recominends a system administrator goes through training with the staff and work with the trainer the whole 5 days. Additional training is provided remotely and is covered under Chameleon/CMS support and maintenance or additional onsite time can be purchased. Dates subject to change depending on available calendar dates after P. O. or work Order is received. Software License Agreement n .-'1.:. ~ ,... ,. . " / Attachment 4 - Conversion Quote 04/07/05 Convert ARK files: 5 days @ $600 = $ 3,000 Kennel information only: NAMES.dbf into Chameleon 'Person' NAMES.FPT (support) ANIMALS. dbf into Chameleon' Animal, Kennel, Memo' ANIMALS.FPT (support) . After acceptance of the proposal, Augusta Georgia will provide HLP with a copy of the data to be converted. This will not be a full conversion and no data will be sent to the Augusta Georgia. It will only serve to shorten the "down time" required of the shelter. Approximately 1 week prior to implementation, the Augusta Georgia will resend their data to HLP. No data that is entered into the old system after that time will be converted. It is therefore recommended that Augusta Georgia go "manual" for the downtime period. . No Receipt records will be converted. . No Medical records will be converted. . HLP will run a duplicate person check, thus reducing duplicate people in the system. People with the same last name, first name, and phone number will be considered a duplicate and will be stored only once. . Chameleon enforces uniqueness. Duplicate data will be deleted or "fudged". . Every available effort will be made to ensure a place in Chameleon for all data elements. If not enough "extra" fields exist, Augusta Georgia can decide which fields can be omitted. If no fields can be omitted, a memo record can be generated with the extra data. This can result in an extra charge to Augusta Georgia. . Only files referenced are to be converted. Files not listed above, will not be converted. HLP, INC. Chameleon Software Products 3271 Falkland Circle, Huntington Beach, CA 92649-2812 562-592-9899 fax 592-9859 Software License Agreement 1.1 .. " . SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT made as of the .2l?M..day of /JJ /1-(' between: 2005, by and HLP, Inc., Chameleon Software Products, an Arizona corporation, with its place of business at 3271 Falkland Circle, Huntington Beach, CA 92649-2812 ("HLP") 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, HLP is the owner of the rights to certain software identified as Chameleon/cms <Q Software (known collectively as the "Software"), including copyright, trademark, trade secret, and other intellectual property rights; WHEREAS, Licensee and HLP have entered into a Software and Services Agreement dated the 20tiJ day of J?1/j-( ,2005, enabling Licensee to use the Software on the terms specified therein (the "Software and Services Agreement"); and WHEREAS, Licensee is desirous of participating in HLP's annual maintenance program for software; NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties agree as follows: 1. In consideration of payments to be made by Licensee to HLP as set out below, HLP agrees to provide the following software maintenance services during the term of this Agreement: A. HLP 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 Software and Services Agreement. B. In the event that Licensee detects any errors or defects in the Software, HLP will provide reasonable telephone support, in the form of a toll-free message and callback service on the use and maintenance of the Software. HLP shall return calls made to this line within one business day. Live support is available during the hours of 9:00 AM - 8:00 PM EST, Monday through Friday, via HLP's direct support line. Requests may also be faxed or left on the message service. Evening, weekend and holiday hours shall be available by prearrangement. There shall be no charge to Licensee for HLP services in the correction of errors or defects in the Software. HLP shall correct any nonconformance it has been properly notified of within a reasonable time:- C. Support shall be available via an Internet web site available. Registered Users dial in to receive mail, post messages, or upload/download data. D. Upgrades, Updates, and New Products of the Software will be available to the Licensee at ChameleonBeach.com. "Upgrades" are major enhancements to the Software reflecting a change in the underlying technology that drives the Software, and are covered under the Software Maintenance Agreement Annual Maintenance and Support Agreement. An "Update" is any change, new feature or enhancement to the Software that HLP markets and licenses as part of their Annual Maintenance and Support fee. A "New Product" is a product not previously offered by HLP and not covered under this Agreement. E. HLP shall provide Licensee with Updates of the Software at no additional charge. Licensee shall be entitled to acquire a license to New Products at HLP's then prevailing licenses fees. Software Upgrades and New Products will be sent on CD's DVD's, or any other mutually- agreed upon transmission method with explanations, instructions, and updated documentation where appropriate. 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 except as provided in the Software and Services Agreement. 3. Licensee shall pay an annual maintenance fee to HLP as provided in Attachment 1, Annual increases shall not exceed 3% from the previous year Maintenance Cost. Maintenance costs are determined by the number of connections to the Chameleon database. Licensee shall be able to increase the number of licensed connections at this same rate (pro-rated for partial year). 4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to the Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as apply to the Software under the Software and Services. Agreement. 5. Licensee shall, at HLP's request, provide HLP with the right of remote access to servers on which the Software is installed, upon adequate notification of the Licensee, so as to enable HLP to monitor the operation of the Software. . 6. The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement includes confidential and proprietary information (hereinafter the "Confidential Information"). Each party agrees not to disclose Confidential Information to third parties, without the prior written consent of the other party or pursuant to Court order. The parties agree that the Confidential Information does not include any information which, at the time of disclosure, is generally known by the public. HLP 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. HLP shall clearly mark any information provided to Licensee which HLP contends is Confidential Information. HLP 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. 8. 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 Software and Services Agreement, and it shall be automatically renewed as long as Licensee remains licensed by HLP 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 Maintenance Agreement ') software reconciliation with the issuance and a new software maintenance agreement with payment invoiced annually. 9. Termination A. This Agreement shall terminate if the Software and Services Agreement is terminated by HLP or Licensee. 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 thirty(30) 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. -. 10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any delay or failure by such party in performing its obligations hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labor disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition beyond the control of such party; provided that such party notifies the other party of its inability to perform and the reasons therefore, with reasonable promptness; and performs its obligations hereunder as soon as circumstances permit. 11. This Agreement, or any of the rights or obligations of HLP created herein, may not be . assigned by HLP 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 ofHLP. 12. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement and Attachment 1, together with the relevant terms and conditions of the contract(s) between HLP and Licensee as identified in the Software and 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 conflict or inconsistency between the provisions of this Agreement and the provisions of the contract(s) identified in the Software and Services Agreement, the latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified except by later written agreement signed by both parties. 13. 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 HLP arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. HLP, 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. 14. 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 Software Maintenance Allreement '1 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 14. The originals to: IT Director 530 Greene Street, A-I0l Augusta, GA 30911 ATTN: Tameka Allen Title: IT Director Telephone: 706.821.2522 Fax Number: 706.821.2530 Copies to: City Administrator 530 Greene Street, Room 801 Augusta, GA 30911 ATTN: Fred Russell Title: City Administrator Telephone: 706.821.2400 IT Application Manager 530 Greene Street, A-I0l Augusta, GA 30911 A TTN: Mike Blanchard Title: Application Manager Telephone: 706.821.2862 Fax Number: 706.821.2530 Software Maintenance Agreement .1 . IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials ofHLP and Licensee. HLP: By: Name: Title: AUGUSTA: 7/Jtt=;(:7~ By: ;fb.8~ k IIootl Ge ;:}( Name: Bob Y oong ~/ ~V Title: Mayor Attest: By: Lena Bonner Title: Clerk of Commission Software Maintenance Agreement " ~ .. . Attachment 1 Software Maintenance Agreement Item Licensed Product Annual Maintenance Fee * 1 Chameleon/CMS Software $8,400 Maintenance Start Date One year from "Go-Live" date. * First year maintenance fee only. Subsequent years are renewable annually at the support anniversary date based on the type and number of connections to the Chameleon Database Server (as shown on the Software and Services Agreement, Attachment 2: Cost of Services) with an annual increase not to exceed three percent (3%). Software Maintenance Agreement h