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HomeMy WebLinkAboutICON SOFTWARE CORPORATION SERVICES CIVIL AND MAGISTRATE COURTSA SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT made as of the / T day of d� 2010 by and between: ICON SOFTWARE CORPORATION, INC., a Georgia opporation with i place of business at 3453 Lawrenceville - Suwanee Rd. - Suite A, Suwanee, GA, 30024 ( "Licensor ") and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA, 30901 ( "Licensee "), for the purpose of providing the following services to the Augusta - Richmond County Civil and Magistrate Courts. WHEREAS Icon Software Corporation is the owner of the rights to certain software as identified in Exhibit A (collectively the "Software "), including copyright, trademark, trade secret and other intellectual property rights; WHEREAS Licensee and Icon Software Corporation have entered into a software license agreement dated the S day of jt� 2010 enabling Licensee to use the Software on the terms specified in Exhibit B therein (the "License Agreement "); and WHEREAS Licensee is desirous of participating in Icon Software Corporation's annual maintenance program for the Software; NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties agree as follows: In consideration of payments to be made by Licensee to Icon Software Corporation as set out below, Icon Software Corporation agrees to provide the following software maintenance services during the term of this Agreement: (a) Icon Software Corporation 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 Software Documentation referred to, and as defined in Exhibit B, the License Agreement. (b) In the event that Licensee detects any errors or defects in the Software, Icon Software Corporation will provide reasonable and prompt telephone support, in the form of assistance and advice on the use and maintenance of the Software, during Icon Software Corporation's hours of support (8am — 5pm EST, Monday - Friday) (c) Icon Software Corporation will send Licensee mailings on Upgrades and New Products of the Software to the Licensee's address specified above. "Upgrades" are those enhancements to the Software that Icon Software Corporation generally makes available as part of the annual maintenance program. A "New Product" is any update, new feature or major enhancement to the Software that Icon Software Corporation markets and licenses for additional fees separately from Upgrades. (d) At Licensee's request, Icon Software Corporation shall provide Licensee with "Upgrades" of the Software at no additional charge. Additionally, Licensee shall be entitled to acquire a license to New Products for Icon Software Corporation's then prevailing license fees or as agreed upon by the parties based upon available funding.. Software "Upgrades" and New Products will be sent by Internet downloads or CD's with explanations, instructions and updated documentation where appropriate. Icon Software Corporation 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 services shall not include, but not be limited to, any and all consulting, implementation, education and training related services, outside of those contracted for at this time, subject to the availability of Icon Software Corporation's staff. Licensee shall pay for these services at an amount negotiated by the parties. Parties do agree that Icon Software will make, or assist in making, reasonable alterations in the software for purposes of its operation in these specific Courts and that said alterations will be done as part of the initial set -up at no additional cost. 3. Licensee shall pay an annual maintenance fee to Icon Software Corporation as provided in Exhibit A. This fee shall be subject to change as set out in Exhibit A. Pursuant to O.C.G.A. § 36- 60 -13, in no event shall the total obligation of licensee under this agreement and the license agreement exceed the total set forth on Exhibit D attached hereto and made a part hereof 4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as listed in Exhibit B. 5. Licensee shall, at Icon Software Corporation's request, provide Icon Software Corporation with the right of remote - access to Licensee's computers on which the Software is installed, so as to enable Icon Software Corporation to perform diagnostics and to provide software maintenance. Icon Software will sign a VPN Vendor Access Agreement with the Licensee, verifying that the Vendor will respect the integrity of Licensee's network and security protocols. Access to Augusta's network through the firewall will only be granted after said agreement has been signed. 6. Icon Software Corporation 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 outside of the annual maintenance. Augusta is a tax- exempt government entity and is therefore exempt from all taxes and other levies, including sales and use taxes. If required by Icon, Augusta can furnish proof of tax- exempt status. 7. 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. Icon Software Corporation 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. Icon Software Corporation shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. The term of this Agreement shall be for a period of one (1) year, and it shall be automatically renewed as long as Licensee remains licensed by Icon Software Corporation to use the Software, unless earlier canceled in writing by either party at any time upon 60 days written notice. If a software maintenance agreement is, canceled or not renewed annually, there will be reconciliation costs associated with the issuance of a new software maintenance agreement. Notwithstanding the forgoing this Agreement shall terminate absolutely and without further obligation on the part of the licensee at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which it may be renewed as provided in O.C.G.A. § 36- 60 -13. This Agreement will be automatically renewed unless the licensee through the Board of Commissioners delivers notice, in writing as provided by this Agreement, to Icon Software Corporation of the termination of this Agreement. 9.(a) This Agreement shall terminate if the License Agreement in Exhibit B is terminated by Icon Software Corporation or Licensee and all Licensed Software will be returned to Licensor by Licensee within (30) thirty days of such cancellation. (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 Icon Software Corporation created herein, may not be assigned by Icon Software Corporation without Licensee's written consent, which consent shall not be 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 Icon Software Corporation. 12. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee and licensor agree that this Agreement, together with the relevant terms and conditions of the contract(s) between Icon Software Corporation and Licensee as identified in Exhibit B, the License 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 Exhibit B, 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. 13. 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 Augusta, Georgia and the Vendor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 14. In the event that Icon employs or contracts with any subcontractor(s) in connection with this Agreement, Icon agrees that it will secure from the subcontractor(s) such subcontractor(s') indication of the employee- number category applicable to the subcontractor and will secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13 -10 -91 and Rule and Regulation of the State of Georgia #300- 10-1-.02 by the subcontractor's execution of a subcontractor affidavit, if applicable, in the form set forth in Rule and Regulation of the State of Georgia #300- 10 -1 -.08 or a substantially similar subcontractor affidavit, and that it will maintain records of such attestation for inspection by the Board of Commissioners of Augusta - Richmond County at any time. Such subcontractor affidavit shall become a part of the contract between the Icon and the subcontractor. 15. 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 in writing to the other party. To Augusta, Georgia: Tameka Allen, IT Director 530 Greene Street, A -101 Augusta, GA 30901 T: 706.821.2522 F: 706.821.2530 Copies to: Fred Russell, Administrator 530 Greene Street, Room 801 Augusta, GA 30901 T: 706.821.2400 Copies to: Marty Hahn, President Icon Software Corp. 3453 Lawrenceville - Suwanee Road Suite A Suwanee, GA 30024 IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of Icon Software Corporation and Licensee. ACCEPTED BY: AUGUSTA, GEORGIA By: � l� (',�) (Authorized Si ature) Name: Deke Copenhaver Title: Mayor Date: Attest: Name: Title: ICON SOFTWARE CO ,1 'ORATION By: Name: Mart Hahn Title: President Date: �� EXHIBIT A (Software Maintenance Agreement) Item Licensed Product Modules ** Annual Maintenance Fee* Contracted Due Date 1. ICONSOFTWARE Magistrate Court Case $3,600.00 One calendar year from CORPORATION Management the Live Date of the Software TOTAL Users allowed = n/a $300 per month * Subsequent years are renewable annually at the support anniversary date. Maintenance Agreement renewals will be limited to a maximum increase of (10 %) ten percent. ** Your Icon Software Licensed Products are currently licensed for up to the number of users listed per module. You will not be able to achieve this volume of users if your database server license and server license are not equal to or greater than the number of users allowed by your Icon Software Licensed Products. Database and server licensing are sold separately and are not included within your Icon Software Corporation Licensed Products. Exhibit B SOFTWARE LICENSE AGREEMENT 1. License 1.1 Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a nonexclusive, nontransferable and nonassignable license to use in object code form only the computer program(s) set forth in Exhibit "A" hereto (the "Licensed Software ") on the Designated Equipment at the Designated Site (as those terms are defined below) solely for Licensee's own internal use; provided, however, that this Agreement does not grant Licensee any title to or right of ownership in the Licensed Software or Documentation. The parties agree that the Licensee does not have an ownership interest in the Licensee's data imputed into the program by the Licensee or converted from information available from the Licensee, including any forms which have been created for use by the Licensee. In the event the license agreement is terminated, the Licensor will allow such data to be converted, if necessary, in an expedited manner in order to ensure no loss of access to that information. 1.2 Purchase. In consideration of the license granted hereby, Licensee shall pay to Licensor $ 30,000.00 See Exhibit D for an itemized payment terms and tentative project schedule. 2. Term This Agreement shall become effective on the date of this signed document and shall continue in effect unless or until terminated as provided herein. 3. Equipment and Site The computer(s) on which the Licensed Software is or shall be installed and the site(s) of those computers (the "Designated Site ") shall be set forth in Exhibit "C" hereto. Licensee shall use the Licensed Software only on the Designated Equipment and only at the Designated Site. 4. Installation and Implementation 4.1 Installation. "Installation" means the loading of the Licensed Software into the Designated Equipment at the Designated Site. 4.2 Licensee to Obtain Hardware. Licensee shall have sole responsibility for the acquisition, installation, maintenance, and operation of the hardware and all other equipment conforming to or exceeding the specifications set forth in the Exhibit "C" hereto (the "Designated Equipment "). 4.3 Training. Training will be provided by the vendor at the licensee's site for a fee of $3,000 (included in the down payment). Training will be broken into separate sessions not necessarily within the same week, at the discretion of both parties. Additional training may be purchased at the then current prevailing rates. 4.4 Go Live. The Go Live date is the date on which the software is expected to be operational for business use in the intended department and offices. 4.5 Acceptance. The software will be considered to be "Accepted" and final payment authorized when the software has been operation for 30 days (since the "Go Live" date) and all problems or issues hindering business usage have been resolved by Icon. 4.6 Failure to Implement. In lieu of a performance bond or placing software in escrow, Licensor agrees to refund the full amount of the funds expended by the Licensee if the Licensor fails to implement the licensed software in a timely manner. "Failure to Implement" is defined as the inability of the Licensor to deliver the contracted product(s), functioning in a manner that facilitates the end user's business processes, according to the implementation plan as described in Exhibit D, or by a date / reasonable time thereafter if circumstances can be cited which justify a delay, and if there is mutual agreement between the Licensee and Licensor that the circumstances are valid. In the events of a failure to implement, Licensee shall provide written notice to Licensor that there is an impending failure to implement and shall permit the Licensor thirty (30) days in which to deliver the contracted products or aforementioned refund shall be demanded. Augusta intends the Failure to Implement clause not to penalize a conscientious vendor for minimal adjustment in project plan which may be necessary to accommodate normal realities of scheduling personnel and resources, but rather to incentivize a vendor who may have an incomplete or inoperable product or inefficient resources at their disposal and cannot realistically deploy the contracted products within weeks or months of the original implementation date. 5. Documentation Licensor shall make available, in printed and/or electronic format, Documentation pertaining to the Licensed Software to Licensee on the Installation Date. 6. Intellectual Property Rights and Restricted Use 6.1 Licensee Acknowledgement. Licensee acknowledges that all copies of the Licensed Software and the Documentation, as well as proprietary rights in and to the Licensed Software and the Documentation, including all copyright, patent and trade secret rights, are and shall remain the sole property of Licensor. Licensee shall have only the limited use rights specifically granted by this Agreement. Licensee shall not use the Licensed Software on a "service- bureau" basis, or transfer or sublicense any part of the Licensed Software. 6.2 No Decompilation or Modification. Licensee shall not modify, disassemble, decompile, recreate or generate the Licensed Software or any portion thereof. The Licensee must submit all functional change requests to the Licensor in writing. The Licensor will respond to each functional change request within five business days. A schedule of implementation and costs for any functional change request will be included in the Licensor's response. The Licensee will receive all future "upgrades" of the Licensed Software provided that the Licensee's Maintenance and Support contract does not lapse. 6.3 Archival Copying. Licensee shall make only archival copies and emergency back -up copies of the Licensed Software and the Documentation. All such copies shall remain the sole property of Licensor, and shall be subject to the terms of this Agreement. A complete list of such copies and their exact locations shall be provided to Licensor by Licensee upon request. 1. Trade Secret Notice. Licensee shall place the following notice on all tangible media conforming copies of the Licensed Software copies: "This software is a trade secret of Icon Software Corporation ( "Licensor "). Possession and use of this software must conform strictly to this Agreement dated the 1st day of May 2010 , and possession does not convey any right to disclose, reproduce, or permit others to use the software without the specific written authorization of Licensee." 2. Copyright Notice. Licensee shall place the following notice on all program copies and on all copies of the Documentation: "Copyright 1998 -2010 Icon Software Corporation. All Rights Reserved." 6.4 Confidentiality. Subject to any laws or court orders to the contrary, Licensee shall not disclose or make available, directly or indirectly, all or any portion of the Licensed Software or the Documentation to any person other than a permanent employee or consultant of Licensee who is involved in the use of the Licensed Software and who has signed a written agreement to maintain the confidentiality of the information. Licensee shall take reasonable measures to ensure that its employees keep the Licensed Software and the Documentation confidential. Licensor acknowledges that all records relating to this agreement and the services under the contract may be a public record subject to Georgia's Open Record Act (O.C.G.A. § 50- 18 -70, et seq.). Licensor shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. Should Licensor contend that any record requested constitute a trade secret so as to be exempt from public disclosure, it shall designate such records as trade secrets and shall indemnify and hold Licensee harmless with respect to Licensee's failure to disclose such records based upon their constituting a trade secret. This shall include all attorney's fees and expenses of litigation in defense of any attempt or litigation to compel disclosure of such records. 6.5 Upon termination of this Agreement as a result of Licensor commencing, or causing to be commenced, or being caused to involuntarily commence, any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy law, Licensee shall take possession of the source code for the Licensed Software. 7. Warranties 7.1 Conformance to Specifications. Licensor warrants for the sole benefit of Licensee that, if properly used by Licensee, the licensed Software shall materially conform to the Specifications for a period of one (1) year from the Installation Date. Upon discovery of any nonconformance, Licensee shall promptly notify Licensor in writing of such nonconformance. Licensor shall correct any nonconformance it has been properly notified of within a reasonable time, with such reasonable time not to exceed eight (8) business days. Licensor may attempt to correct software errors through the means it determines to be most appropriate, whether by telephone instructions, the issuance of updating Documentation, corrective code or other methods. 7.2 Warranty Exclusions. Notwithstanding the warranty provisions of Section 11. 1, Licensor shall have no warranty obligations if (i) Licensee has used or is using the Licensed Software in a manner that does not conform to Licensor's instructions or the provisions of the Documentation, (ii) Licensee has moved the Licensed Software from the Designated Equipment or the Designated site, (iii) Licensee or any third party has modified, or attempted to modify, the Licensed Software, unless said modification has been performed with the written consent of Licensor,(iv) the Licensed Software has been subjected to an extreme power surge or electromagnetic field, through the fault of Licensee or (v) Licensee has refused to implement any changes recommended by Licensor. 7.3 Limitations on Warranty. Warranty obligation for the Licensed Software is limited in all cases to software errors. Errors caused by hardware malfunctions or failures are excluded. 7.4 NO FURTHER WARRANTIES. LICENSOR MAKES NO WARRANTY THAT THE LICENSED SOFTWARE SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE OTHER THAN AS SPECIFIED BY LICENSOR, THAT THE LICENSED SOFTWARE SHALL SATISFY CUSTOMER'S OWN SPECIFIC REQUIREMENTS, OR THAT COPIES OF THE LICENSED SOFTWARE OTHER THAN THOSE PROVIDED OR AUTHORIZED BY LICENSOR SHALL POSSESS FUNCTIONAL INTEGRITY. LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE MERCHANTABLILITY, FITNESS FOR PURPOSES OF INTENDED USE OR, EXCEPT AS EXPRESSLY PROVIDED BY THE SPECIFICATIONS, THE FUNCTIONALITY OF THE LICENSED SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM THE PERFORMANCE OF THE LICENSED SOFTWARE OR ANY FAILURE OF THE LICENSED SOFTWARE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY OTHER SOFTWARE OR MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT COMMUNICATED SAME TO LICENSEE. 7.5 Maximum Liability. Notwithstanding anything above to the contrary, (other than § 6.4 above) the maximum aggregate damages for which Licensor may be liable to Licensee, resulting from any cause whatsoever, shall be limited to the initial amounts actually paid by Licensee to Licensor for the Licensed Software. 8. Patent, Trade Secret and Copyright Indemnification 8.1 Defense of Suits. Licensor, at its own expense, shall defend, or at its option settle any claim, suit or proceeding brought against Licensee based on the infringement by the Licensee Software of any United States patent, trade name, trademark, service mark, trade secret, copyright or other proprietary rights of any third party. Licensor shall indemnify Licensee against any costs, expense or damages finally awarded against Licensee in such action, provided that Licensee promptly notifies Licensor in writing of the commencement of the action and that Licensee permits Licensor to defend or settle the action and cooperates and provides all available information, assistance and authority to enable Licensor to conduct such defense. 8.2 Right to replace Licensed Software. In connection with any suit or proceeding of the kind described in Section 8.1, Licensor shall have the right to replace the Licensed Software or any part thereof with similar software enabling Licensee to continue with the functional equivalent of the Licensed Software. 9. Miscellaneous 9.1 Governing Law. All claims, disputes and other matters in question between the Licensor and Licensee arising out of or relating to this agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. 9.2 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements and understandings. All amendments must be in writing signed by both parties. 9.3 No Waiver. No waiver of any breach of the Agreement shall constitute a waiver of a subsequent breach. 9.4 Severability. If any provision of this Agreement is held invalid or unenforceable by an agency of competent jurisdiction, the remaining provisions shall nevertheless remain valid. 9.5 On -Site Support. There will be a charge for on -site visits that are not covered by the Software Maintenance Agreement. This rate will be at Icon Software Corporation's prevailing rates. Programming rates for custom programming requests will be at Icon Software Corporation's prevailing rates. 9.6 Notices. All notices required hereunder shall be in writing and shall be deemed to have been duly given if either hand delivered, mailed by certified or registered mail, postage prepaid, addressed to the party to whom intended at the address provided below or at such other address as such party shall hereinafter designate to the other party in writing, or sent by verified telefacsimile transmission: The parties agree that, due to ongoing developments, this Court may be required to locate in a different location other than as indicated above. The parties consent that the Licensor will be provided notice of such relocation and that this agreement will not be void as a result of such move. To Augusta, Georgia: Tameka Allen, IT Director 530 Greene Street, A -101 Augusta, GA 30901 T: 706.821.2522 F: 706.821.2530 Copies to: Fred Russell, Administrator 530 Greene Street, Room 801 Augusta, GA 30901 T: 706.821.2400 With copies to: Icon: Marty Hahn, President Icon Software Corp 3453 Lawrenceville - Suwanee Road Suite A Suwanee, GA 30024 Exhibit "C" "Designated Sites & Equipment" 1. Identification of Designated Sites for Licensed Software. Augusta - Richmond County Civil & Magistrate Court CLIENT PROVIDED HARDWARE AND SYSTEMS SOFTWARE Client is responsible for acquiring, installing, configuring, and maintaining a computer hardware and system software environment for the Software that meets or exceeds the following specifications. Licensee is responsible for contacting Licensor to obtain current hardware specifications. Minimum Workstation Suggestion Pentium IV (Intel Dual Core Recommended) 2+ GB RAM Recommended 80+ GB Hard Disk 64+ MB Video AGP Recommended or higher Windows XP Pro MDAC 2.8+ for Data Access DCOM95 must be installed Laser Printer and Scanner Suggestions PCL6+ compatible Duplex capable laser printers. TWAIN- compliant, duplex capable, with document feeder. File Server (recommended minimum as of July 1, 2008) minimum recommendation Xeon Dual processor 4+ GB RAM 80+ GB Hard Disk OS Drive Mirror 500+ GB RAIDS for Images Windows 2003 Server or higher Microsoft SQL Server 2005/2008 Exhibit D Itemized Costs TENTATIVE PROJECT SCHEDULE AND PAYMENT PLAN Event Projected Status Completion Date* Selection of Vendor COMPLETE Contract Negotiation 2/2010 Approval of Contract by Augusta, 2/2010 Georgia's Legal Counsel Administration / Commission 3/2010 Projected 1 St commission meeting in March, Approval 2010 Contract Signing 3/2010 Initial Billing for Software Licenses (25% of Software & Services billing 3/2010 Billable upon contract signing authorized) Acquisition of Hardware 4/2010 Installation of Software Within 30 days of Contract Signing (pending (25% of Software &Services billing 4/2010 installation of hardware) authorized) Training 5/2010 Within 15 days of Installation Implementation (Go Live) c (25% of Software & Services billing 5/2* Within 15 days of Training authorized) Acceptance Testing Go Live + 30 calendar days System Acceptance At completion of pending completion of system requirements acceptance testing Final Billing At System Billable upon System Acceptance by (25% of Software & Services billing Acceptance Augusta authorized) *All dates are subject to change upon mutual agreement ofAugusta, Georgia and Vendor.