HomeMy WebLinkAboutMUNICIPAL SOFTWARE CORPORATION
CONTRACTUAL SERVICES AGREEMENT
THIS AGREEM~NT (herei~after the "Agreement") is made this it- day of
, 200;(,:tcthe "Effective Date") by and between Augusta, GA, a political
subdivisio of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA
U.S.A., 30911, (hereinafter the "City"), and Municipal Software Corporation, a British Columbia
incorporated company, with its principal place of business at 4464 Markham Street, Suite 1108,
Victoria, BC, V8Z 7X8 (hereinafter the "Vendor"). The City and the Vendor are sometimes
hereinafter individually referred to as "Party" and hereinafter collectively referred to as the
"Parties. "
RECITALS
A. The Vendor desires to perform and assume responsibility and obligation for the
provision of certain professional services, as hereinafter described, on the terms
and conditions set forth herein. Vendor represents that it is experienced iri
providing business process automation and implementation services to public
clients, is licensed to do business in the State of Georgia, and is familiar with the
scope of work of the City.
B. The City desires to engage Vendor to render such services, as hereinafter
described, for the License & Inspection Software Implementation Project (the
"Project") on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City and the Vendor agree as follows:
OPERATIVE PROVISIONS
SECTION I
ENGAGEMENT AND SERVICES OF THE VENDOR
1. Engagement of Vendor. The City hereby engages the Vendor, anq the Vendor promises
and agrees to furnish to the City, subject to the terms and conditions set forth in this
Agreement, all labor, materials, tools, equipment, services, and incidental and customary
work necessary to fully and adequately supply the professional services necessary for the
Project (the "Services"). The Services are more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference. The Vendor agrees to perform the
Services in accordance with the terms and conditions of this Agreement, the exhibits
attached hereto and incorporated herein by reference, and all applicable local, state and
federal laws, rules and regulations in effect at the time the Services are provided. The
Services include all activities necessary to successfully implement the Software and
System Requirements found in Augusta RFP 04-114, except those requirements noted in
the Vendor response as unavailable, for which the Vendor submitted a revised proposal
on September 8, 2006. The Vendor agrees that the Software and System Requirements
and the Vendor's response to same as received on September 8, 2006 are incorporated
herein by reference, and that the Vendor is bound by the response to those requirements
unless a change has been permitted in writing by the City.
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2. Performance of the Vendor; Standard of Care. The Vendor accepts the relationship of
trust and confidence established between the City and the Vendor by the terms of this
Agreement. The Vendor covenants with the City to perform all Services under this
Agreement in a skillful and competent manner, consistent with or in excess of the
standards of skill, quality and care adhered to by recognized professionals in the same
discipline in the State of Georgia while performing services of a like or similar nature
under like or similar circumstances. Vendor represents and maintains that it is skilled in
the professional calling necessary to perform the Services, and that it shall consider all
recent proven and tested methods known and successfully employed by recognized
professionals in the same discipline in the state of Georgia. Vendor shall also cooperate
with the City and any other consultants or contractors engaged by or on behalf of the City
in performance of the Project. The Vendor covenants to use its commercially reasonable
efforts to perform its duties and obligations under this Agreement in an efficient,
expeditious and economical manner, consistent with the best interests of the City and the
professional standard of care set forth in this Agreement.
SECTION II
RESPONSIBILITIES OF THE VENDOR
1. The Vendor's Responsibilities for Costs and Expenses. Except as otherwise expressly
stated herein, the Vendor shall be solely responsible for all costs and expenses incurred
relative to the Vendor, personnel of the Vendor and sub-Vendors of the Vendor in
connection with the performance of the Services, including, without limitation, payment
of salaries, fringe benefits contributions, payroll taxes, withholding taxes and other taxes
or levies, office overhead expense, travel expenses, telephone and other
telecommunication expenses, and document reproduction expenses.
2.
Independent Contractor. The Services shall be performed by Vendor or under its
supervision. Vendor shall determine the means, methods and details of performing the
Services subject to the requirements of this Agreement. The Vendor represents that it
possesses the professional and technical personnel required to perform the Services. The
City retains Vendor on an independent contractor basis and not as an employee of the
City. Vendor retains the right to perform similar or different services for others during
the term of this Agreement. The personnel performing the Services on behalf of the
Vendor shall at all times be under the Vendor's exclusive direction and control. The
Vendor shall pay all expenses, including, without limitation, all wages, salaries, fringe
benefit contributions, payroll taxes, withholding taxes, other taxes or levies and all other
amounts due such personnel for the Services or due others as a result of the performance
by such personnel of the Services. Vendor shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to, all reports
for social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3. Vendor's Proiect Manager. The Vendor shall designate and assign a project manager
("Project Manager"), who shall coordinate all phases of the Services and act as the
Vendor's representative for performance of this Agreement. The Project Manager shall
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have full authority to represent and act on behalf of the Vendor for all purposes under this
Agreement, and shall be available to the City at all reasonable times. The Project
Manager shall supervise and direct the Services, using his or her best skill and attention,
and shall be responsible for all means, methods, techniques, sequences and procedures
employed by Vendor's personnel, as well as the satisfactory coordination of all portions
of the Services under this Agreement. The Vendor designates Lee Crawford to be its
Project Manager, but reserves the right to appoint another person as Project Manager
upon written notice to the Vendor.
4. Key Personnel. Vendor has represented to City that certain key personnel will perform
and coordinate the Services under this Agreement. Should one or more of such personnel
become unavailable, Vendor may substitute other personnel of at least equal competence
upon written approval of City. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the
City to be uncooperative, incompetent, a threat to the adequate or timely completion of
the Project or a threat to the safety of persons or property, shall be promptly removed
from the Project by the Vendor at the request ofthe City.
5. Personnel; Licenses. The Vendor represents and warrants that it and all personnel
engaged in performing Services are and shall be fully qualified, authorized and permitted
under state and local law to perform such Services. The Vendor shall be responsible to
City for any errors or omissions in the execution of the Services under this Agreement.
The Vendor represents and warrants that it and all personnel and sub-Vendors engaged in
performing the Services have all licenses, permits, qualifications, and approvals of
whatever nature that are legally required to perform the Services under this Agreement.
The Vendor further represents and warrants that it, its employees and sub-Vendors shall
keep in effect all such licenses, permits, qualifications and other approvals during the
term of this Agreement. Any personnel performing Services under this Agreement who
are determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, or a threat to the safety of persons or property, or any
personnel who fail or refuse to perform the Services in a manner acceptable to the City,
shall be promptly removed from the Project by the Vendor and shall not be re-employed
to perform any ofthe Services or to work on the Project.
6. Licensee Security. The Vendor 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.
7. Time of Performance. Vendor shall use commercially reasonable efforts to complete the
services covered under and pursuant to this Agreement as directed by the City's Project
Administrator by the date of project completion as described in Exhibit "D", Project
Schedule, ("the Completion Date"), unless earlier terminated as provided herein, or as
may be modified by mutual written agreement. Vendor shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with any schedule of
services mutually acceptable to the Parties.
8. Software License and Support Agreement. The vendor will provide the software licenses
identified in Exhibit "A" for the City's use as governed by its Software License and
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Support Agreement, a copy of which is attached as Exhibit "B".
9. Escrow Agreement. The vendor has provided for a software escrow agreement, a copy of
which is attached as Exhibit "C", which provides for access to software source code
under certain circumstances that are defined in the agreement.
1 O. Consistency with City Policies. City and Vendor Project Manager shall discuss in
advance of all critical decision points all matters relating to the Services in order to
ensure that the Services proceed in a manner consistent with the goals and policies of the
City.
11. Conformance to Applicable Requirements. All aspects of the provision of the Services
by Vendor shall conform to all applicable city, county, state, and federal laws, rules and
regulations in effect at the time the services are provided.
12. Insurance. Without limiting the Vendor's indemnification obligations, the Vendor shall
obtain, provide and maintain during the term of this Agreement, at its own expense, a
policy or policies of liability insurance of the type and amounts described below and
satisfactory to the City. Vendor shall also require all of its sub-Vendors to obtain,
provide, and maintain insurance which meets the same requirements contained herein.
A. Prior to the commencement of the Services, the Vendor shall provide evidence
satisfactory to the City that it has secured the following types and amounts of
msurance:
(1) Workers' compensation insurance covering all employees and principals
of the Vendor, in a minimum amount of $1 million per accident;
(2) Commercial general liability insurance covering third party liability risks,
including without limitation, contractual liability, in a minimum amount of
$1 million per occurrence for bodily injury, personal injury, and property
damage. If commercial general liability insurance or other form with a
general aggregate limit is used, either the general aggregate shall apply
separately to this Project, or the general aggregate limit shall be twice the
occurrence limit;
(3) Commercial auto liability and property insurance covering "any auto"
with a minimum limit of $1 million combined single limit per accident for
bodily injury and property damage.
(4) Errors and omissions professional liability insurance appropriate to
Vendor's profession. Such insurance shall be in an amount not less than
$850,000 per claim, and shall be endorsed to include contractual liability.
B. The commercial general liability and automobile policies shall contain the
following provisions, or Vendor shall provide endorsements on forms approved
by the City to add the following provisions to the insurance policies: (1) the City,
its officials, officers, employees and agents shall be covered as additional insureds
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with respect to the Services or operations performed by or on behalf of the
Vendor, including materials, parts or equipment furnished in connection with such
work; ,and (2) the insurance coverage shall be primary insurance as respects the
City, its officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Vendor's scheduled underlying
coverage. Any insurance or self-insurance maintained by the City or its officials,
officers, employees or agents shall be excess of the Vendor's insurance and shall
not be called upon to contribute with it in any way.
D. All policies shall contain the following provIsIons, or Vendor shall provide
endorsements on forms approved by the City to add the following provisions to
the insurance policies: (1) coverage shall not be suspended, voided, canceled or
reduced by either party except after thirty (30) days prior notice has been given in
writing to the City; provided, however, in the case of non-payment of premium, ,
ten (10) days notice will be provided; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its officials, officers, employees and agents.
E. All insurance required by this Section shall contain standard separation of
insureds provisions. In addition, such insurance shall not contain any special
limitations on the scope of protection afforded to the City, its officials, officers,
employees and agents.
F. Any deductibles or self-insured retentions, or any revisions thereto made during
the time such insurance is required to be maintained pursuant to this Agreement,
must be declared to and approved by the City. If such deductibles or self-insured
retentions are not acceptable to City, Vendor shall meet with City to determine an
acceptable solution, such as, but not limited to: (1) reducing or eliminating such
deductibles or self-insured retentions as respects the City, its officials, officers,
employees and agents; or (2) Vendor's procurement of a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
G. All Insurance is to be placed with insurers with a current A.M. Best's rating no
less than B+:VIII, licensed to do business in Georgia, and satisfactory to the City.
H. Vendor shall furnish City with original certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City.
The certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. All certificates and endorsements must
be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at
any time.
1. The Vendor shall give to the City prompt and timely notice of any claim made or
suit instituted arising out of the Vendor's operation hereunder. The Vendor shall
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also procure and maintain, at its own cost and expense, any additional kinds of
insurance, which in its own judgment may be necessary for its proper protection
and performance of the Services.
J. The Vendor shall include subcontracting Vendors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each sub-
Vendor. It is understood that additional insureds are not possible on the Vendor's
errors and omissions professional liability policy. All coverage for each sub-
Vendor shall be subject to the requirements stated herein.
13. Prohibition Against Transfers.
A. The Vendor shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly by operation of law without the prior
written consent of the City. Any attempt to do so without the prior written
consent of the City shall be null and void, and any assignee, sub-lessee,
hypothecate or transferee shall acquire no right or interest by reason of such
attempted assignment, hypothecation, or transfer.
14. Progress. The Vendor is responsible to keep the City Project Manager and/or his or her
duly authorized designee informed on a regular basis regarding the status and progress of
the Services, activities performed and planned, and any meetings that have been
scheduled or are desired relative to the Services or this Agreement.
15. Confidentiality. No news releases, including photographs, public announcements or
confirmations of the same, of any part of the subject matter of this Agreement or any
phase of the Services shall be made without prior written consent of the City, such
consent to not be unreasonably withheld, and provided in a timely manner. The
information which results from the Services in this Agreement is to be kept confidential,
unless the release of information is authorized by the City. All Report Materials, either
created by or provided to Vendor in connection with the performance of this Agreement,
shall be held confidential by Vendor. Such materials shall not, without the prior written
consent of City, by used by Vendor for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Vendor which
is otherwise known to Vendor or is otherwise generally known, or has become known, to
the related industry, shall be deemed confidential. Vendor shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
The Vendor 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.). Vendor shall cooperate
fully in responding to such requests and shall make all records, not exempt, available for
inspection and copying as required by law. Vendor shall clearly mark any information
provided to City which Vendor contends is Proprietary Information. Vendor shall notify
City immediately of any Open Records request arising out of this contract and shall
provide to City a copy of any response to the same.
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16. No Set Hours/Right to Contract. The Vendor's obligation hereunder is to complete the
Services in accordance with this Agreement and to meet any deadlines established
pursuant to this Agreement. The Vendor has no obligation to work any particular
schedule, hours or days, or any particular number of hours or days. However, the Vendor
shall coordinate with the City in achieving the results and meeting the goals established
pursuant to this Agreement.
17. Accounting Records. Vendor shall maintain complete and accurate records with respect
to all costs and expenses incurred under this Agreement. All such records shall be clearly
identifiable. Vendor shall allow a representative of City during normal business hours to
examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Vendor shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
18. Safety. Vendor shall execute and maintain its Services so as to avoid injury or damage to
any person or property. In carrying out its Services, the Vendor shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and
shall exercise all necessary precautions for the safety of employees appropriate to the
nature of the work and the conditions under which the work is to be performed.
19. Performance Bond. Within fifteen (15) days of the making of this contract, Vendor shall
have obtained a performance bond for the total amount of software and services provided
for this project per Exhibit "A". Proof of the acquisition of the bond shall be provided to
the City and attached to the contract as Exhibit "E".
SECTION III
RESPONSIBILITIES OF THE CITY
1. Cooperation. The City shall cooperate with the Vendor relative to the provisions of the
Services. To the extent permitted by applicable law, the City shall provide criteria and
information in its possession, or reasonably obtainable by it, as requested by Vendor, and
shall make that information and related data available for Vendor's use during the
performance of this Agreement. The City shall render decisions required by this
Agreement within the time indicated, or if not specifically stated, with reasonable
promptness so as not to unduly delay the progress of Vendor's Services.
2. City's Proiect Manager and Proiect Staff. The City shall designate and assign a City
project manager ("City Project Manager") who shall have full authority to represent and
act on behalf of the City for all purposes under this Agreement. The City Project
Manager, or his/her designee, shall be the principal officer of the City for liaison with the
Vendor, and shall review and give approval to the details of the Services as they are
performed, in particular, but not exhaustively, Project Plan, Functional Requirement
Specifications, Statements of Work, Acceptance Plans, Statements of Completion,
Change Order Requests. In addition, the City Project Manager shall ensure proper and
timely availability of all City personnel required by the Vendor for successful completion
of project tasks, in particular, but not exhaustively, Business and Systems Analysts, IT
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staff, Subject Matter Experts. The City designates Debbie Freeman to be its City Project
Manager, but reserves the right to appoint another person as City Project Manager upon
written notice to the Vendor.
3. Proiect Plan. The City shall be responsible for meeting specific milestones and providing
specific deliverables that have been agreed to in Exhibit D. Should the City fail to meet
the agreed milestones or to provide the agreed deliverables, the Vendor will inform the
City of the consequences thereof and reserves the right to modify the project plan
accordingly.
SECTION IV
COMPENSATION
1. Compensation. In consideration of the performance by Vendor of the Services, the City
shall pay to the Vendor compensation at the rates set forth in Exhibit "A" attached hereto
and incorporated herein by reference. While estimates have been provided for certain
work items in the project, such as data conversion, total compensation under this
Agreement shall not exceed the Total Project amount as indicated in Exhibit "A" without
written approval of the City Administrator or the Augusta Commission depending on the
amount of the excess and the reason why the initial amount was insufficient.
2. Extra Service. The Vendor shall not receive additional compensation for any extra
service unless such extra service has been authorized in writing by the City prior to the
commencement of the extra service. The City shall pay the Vendor for extra service in
accordance with the fee schedule set forth in Exhibit "A". As used herein, "Extra
Service" means any work which is determined by City to be necessary for the proper
completion of the Project, but which the Parties did not reasonably anticipate would be
necessary at the execution of this Agreement.
3. Payment of Compensation. The Vendor shall submit invoices to the City as defined in
the payment milestones in Exhibit A, or on such other basis as may be mutually agreed
upon by the Parties. Each invoice will be itemized. The City shall make payments to the
Vendor within thirty (30) days following the date of receipt of the invoice, unless the City
disputes the amount of the Compensation the Vendor claims it is owed under this
Agreement. Any disputed amount shall be handled as discussed herein.
4. Reimbursements. Vendor shall not be reimbursed for any expenses unless authorized in
writing by City. Such reimbursable expenses, if approved, shall include only those
expenses which are reasonably and necessarily incurred by Vendor in the interests of the
Project. Reimbursable expenses will be paid only at the actual cost to the Vendor, with
no mark-up for overhead or profit.
5. Disputed Sums. The City will withhold up to one hundred percent (100%) of any
disputed portion of Compensation until resolution of the dispute with the Vendor. Such
withholding shall only take place due to non-performance of the Vendor, with non-
performance being defined as the inability to complete the project or parts thereof when
Augusta has fulfilled its obligation to the vendor, and shall not be deemed to constitute a
failure to pay by the City. The Vendor shall not have the right to allege a breach of this
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Agreement for failure to pay by the City and to discontinue its performance of the
Services hereunder for a period of thirty (30) days from the date Compensation is
withheld hereunder. The City's Project Manager and the Vendor's Project Manager shall
attempt to promptly resolve the dispute. The Vendor shall have an immediate right to
appeal to the City Administrator with respect to withheld amounts. The determination of
the City Administrator with respect to such matters shall be final, subject to the mediation
and arbitration provisions provided herein. Nothing herein shall be construed as limiting
the Parties rights to pursue all available legal remedies.
6. Mediation. Should any dispute arise out of the termination or abandonment of this
Agreement, any party may request that it be submitted to mediation. The parties shall
meet in mediation within thirty (30) days of a request. The mediator shall be agreed to by
the mediating parties; in the absence of an agreement, the parties shall each submit one
name from mediators listed by the American Arbitration Association, Judicial Arbitration
and Mediation Service (JAMS) or other agreed-upon service. The mediator shall be
selected by a "blindfolded" process. The mediation shall take place in Augusta, Georgia.
The cost of mediation shall be borne equally by the parties. Neither party shall be
deemed the prevailing party. No party shall be permitted to file a legal action arising out
of the termination or abandonment of this agreement without first meeting in mediation
and making a good faith attempt to reach a mediated settlement. The mediation process,
once commenced by a meeting with the mediator, shall last until agreement is reached by
the parties but not more than thirty (30) days, unless the parties extend the maximum time
by mutual agreement.
SECTION V
EXPIRATION AND TERMINATION
1. Events of Default. Each ofthe following events shall constitute an "Event of Default":
A. The Vendor shall fail to observe, perform or comply with any material term,
covenant, agreement or condition of this Agreement which is to be observed,
performed or complied with by the Vendor, if such failure continues uncured for
thirty (30) calendar days after the City gives the Vendor written notice of the
failure and the specific nature of such failure.
B. The Vendor shall commit any fraud, misrepresentation, breach of fiduciary duty,
willful misconduct, or intentional breach of any provision of this Agreement.
2. Termination Upon Event of Default. In addition to any other available legal or equitable
rights or remedies, upon an Event of Default by the Vendor, the City shall have the right
to terminate this Agreement upon at least thirty (30) days written notice to the Vendor.
3. Expiration. Unless extended as provided for herein, this Agreement shall naturally expire
on the Completion Date.
4. Payment Upon Termination. Upon a termination ofthis Agreement, the City shall pay to
the Vendor the part of the Compensation which would otherwise be payable to the
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Vendor with respect to the Services which had been adequately completed as of the date
of termination, less the amount of all previous payments with respect to the
Compensation.
5. Termination by Vendor. Vendor may terminate this Agreement only upon the substantial
breach by the City of a material provision of this Agreement including failure to pay.
6. Termination by Either Party. In the event of termination of this Agreement by either the
City or the Vendor, both agree to the following:
A. Licensee shall destroy the PROGRAM as defined in the Software License and
Support Agreement, Exhibit "B", together with all copies, modifications and
merged portions, or
B. Return the PROGRAM together with all copIes, modifications and merged
portions to MUNICIPAL.
C. Likewise, MUNICIPAL shall certify in writing that all proprietary information,
data, schema, or documentation belonging to Licensee have either been returned
to Licensee or destroyed.
SECTION VI
GENERAL PROVISIONS
1. Nondiscrimination by the Vendor. The Vendor represents and agrees that the Vendor, its
affiliates, subsidiaries, or holding companies do not and will not discriminate against any
subcontractor, Vendof, employee, or applicant for employment because of race, religion,
color, sex, handicap, national origin or any other protected classification under federal or
state law. Such nondiscrimination shall include, but not be limited to, the following:
employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff,
termination, rates of payor other forms of compensation, and selection for training,
including apprenticeship.
2. City's Rights to Employ Other Vendors. The City reserves the right to employ other
Vendors in connection with this Project.
3. Conflicts of Interest Prohibited Interests. Vendor maintains and warrants that it has not
employed or retained any company or person, other than a bona fide employee working
solely for Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it
has not paid or agreed to pay any company or person, other than a bona fide employee
working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or
employee of City, during the term of his or her service with City, shall have any direct
interest in this Agreement, or obtain any present or anticipated material benefit arising
therefrom.
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4. Subcontracting. The Vendor shall not subcontract any portion of the Services except as
expressly stated herein, without prior written consent of the City. Subcontracts, if any,
shall contain a provision making them subject to all provisions stipulated in this
Agreement.
5. Waiver. No waiver of any default shall constitute a waiver of any other breach or default,
whether ofthe same or any other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by other parties shall give the other any
contractual right by custom, estoppel, or otherwise.
6. Notices. All notices required hereunder shall be given in writing to the following
addresses or such other addresses as the parties may designate by written notice:
To the City:
Tameka Allen, IT Director
530 Greene Street, A-I0l
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
To the Vendor:
Municipal Software Corporation
Suite 1108,4464 Markham Street
Victoria, BC V8Z 7X8
Attention: lain McLean, CEO
Notice shall be deemed received as follows, depending upon the method of transmittal:
by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by
U.S. Mail, certified, return receipt requested, as of five (5) days after deposit in the U.S.
Mail. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
7. Authority to Enter Agreement. The Vendor has all requisite power and authority to
conduct its business and to execute, deliver and perform all of its obligations under this
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right and authority to enter into this Agreement so as to bind each
respective Party to perform the conditions contemplated herein.
8. Severability. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement
shall continue in full force and effect.
9. Time is of the Essence. Time is of the essence in this Agreement, and all parties agree to
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execute all documents and to proceed with due diligence to complete all covenants and
conditions set forth herein.
10. Attorneys' Fees and Costs. If any legal action or other proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute, breach, default, or
misrepresentation in connection with any provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorneys' fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it may be
entitled.
11. Governing Law and Venue. 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 the City 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.
12. Days. Any term in this Agreement referencing time, days, or period for performance
shall be deemed to be calendar days and not work days.
13. Entire Agreement. This Agreement contains the entire agreement of the City and the
Vendor, and supersedes any prior or written statements or agreements between the City
and the Vendor. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both Parties.
14. Binding on Assigns. Each and all of the covenants and conditions of this Agreement
shall be binding on, and shall inure to, the benefit of the successors and assigns of the
respective parties.
15. Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original and which collectively shall constitute one instrument.
16. Captions. The captions of the various articles and paragraphs are for convenience and
ease of reference only, and do not define, limit, augment or describe the scope, content or
intent of this Agreement.
17. Construction. Since the Parties or their agents have participated fully in the preparation
of this Agreement, the language in all parts of this Agreement shall be construed simply,
according to its fair meaning and not strictly for or against any party.
18. CooperationlFurther Acts. The Parties shall fully cooperate with one another in attaining
the purposes of this Agreement. In connection therewith, the Parties shall take any
additional further acts and steps and sign any additional documents as may be necessary,
appropriate and convenient to attain the purposes of this Agreement.
20. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right
or obligation assumed by the Parties.
12
21. Incorporation of Recitals and Exhibits.
A. The "Recitals" constitute a material part hereof, and are hereby incorporated into
the Agreement by reference as though fully set forth herein.
B. The "Exhibits" constitute a material part hereof, and are hereby incorporated into
the Agreement by reference as though fully set forth herein. The terms
"Attachment", "Exhibit", and "Schedule" shall be synonymous for purposes of
this agreement.
22. References.
All references to the Vendor shall include all personnel, employees agents and sub-
Vendors of the Vendor.
23. System Acceptance. "System Acceptance" as used herein means the date on which all of
.the following events have taken place:
A. 30 days have passed since "Go-Live".
B. All System Requirements have been successfully completed, or arrangements
have been made to complete them at a later date. The demonstration of the
delivered solution meeting all System Requirements is the Vendor's right and
responsibility. In the event that arrangements have been made to complete some
of the System Requirements at a later date, this must be with the written approval
of the Director of License & Inspections, whose operations would be impacted by
the inability of the Vendor to fully implement their software. Such delays may be
subject to liquidated damages, at the discretion ofthe City, as described in Section
II, Item 6 above.
24. Go-Live. "Go-Live" shall be the date on which the software is expected to be placed into
operational use by the Customer. On this date, software is expected to operate per the
Software and System Requirements found in Augusta RFP 04-114, for which the Vendor
submitted a revised proposal on September 8, 2006, except those requirements noted in
the Vendor response as unavailable. The "Go-Live" date is also the beginning of the
System Acceptance period as described above.
25. Precedence of Documents. For the resolution and interpretation of any inconsistencies in
this Agreement and/or the Exhibits or Attachments hereto which are incorporated herein
by this reference, the terms and conditions of this Agreement shall take precedence over
any Exhibits or Attachments hereto and any inconsistency between the Exhibits and
Attachments will be resolved by the priority in which they are listed as Exhibits.
26. Survival. Section II (6) (Licensee Security), Section II (15) (Confidentiality), Section V
(6) (Termination by Either Party), Section VI (11) (Governing Law and Venue), and
Exhibit "A" (Payment Milestones and Project Deliverables), along with any other
provisions which by their terms survive, shall survive the expiration or termination of this
Agreement.
13
Wherefore the above referenced parties have caused this agreement to be executed in two originals
by and through their duly authorized officials:
FOR CITY:
MUNICIPAL SOFTWARE:
t~ By: J~ 0---
Deke Copenha er
\ () Mayor ". ._:~
~.fA.. \: .-......'\lo:~';):, ~
\ \ '- _~. ";-,<lMQ ~~'>\!;~
~ h. .0' '.. .'J ('0 "\.
. ,
,
lain McLean
Chief Executive
By:
By:
II#~
Robert Bennett
President
14
EXHIBIT A
PAYMENT MILESTONES AND PROJECT DELIVERABLES
15
City of Augusta, GA
Exhibit A
Software Licenses Include:
30 CityView Application Client - Desktop
1 CityView Application Client - Browser
1 CityView Server
10 CityView GIS Extensions
1 CityView Application Builder
PreBuilts:
1 CityView Property Information
1 CityView Permits & Inspections
1 CityView Code Enforcement
1 CityView Licensing
1 CityView Cashiering
Municipal Software Corporation (MSC) will:
. Set up as a client on File Transfer Protocol
(FTP) site
. Provide documentation to download the latest
version of CityView off the FTP site
. Send the licensing key for CityView Licenses
. Provide documentation to download the
PreBuilts from the FTP site
Invoiced 55% on
execution of the
contract and due net
30 days; 35% upon
$154,000.00 Installation as
identified in the
Payment Milestones
below and 10% upon
Acceptance.
PreBuilt Implementation Deliverables . Payment Payment Terms
Milestone
Invoiced upon
4.5 days of onsite SME Training with up to 4 scheduling of the
Subject Matter Expert (SME) Training students per day for each PreBuilt. Includes $14,742.00 training and due on
Travel. or before the first
day of training
Onsite meeting to collect required process, Due upon
Project Kickoff Data Collection (onsite) lookup and historical data. Concurrent with SME $11,340.00 completion of onsite
Training above. data collection
Configure PreBuilts based on Client Due upon
Configuration Information provided in the Worksheets. $23,940.00 completion of the
configuration
Initial Data Conversion
Convert both data into the Client database.
Validate data conversion with client and test
environment. In this proposal we have provided
an estimated cost for data conversion based on
our experience with similar projects. The
amount estimated assumes that the data is
clean and exported in an acceptable format
(SQL Server, .mdb, .dbf, or .txt). Once the
actual data conversion process has been
reviewed and the exact data conversion needs
determined, this may be subject to change.
These needs will be identified during the data
collection step with the process and exact cost
documented in the project plan.
Due upon
completion of the
$15,120.00 initial data
conversion
Setup environments (production & test) on client Due upon
Installation (remote) site. Test to ensure proper operation. May completion of the
require on site setup determined at Kickoff $3,780.00 remote installation
Meeting.
Validate initial configuration with the client onsite Due upon
Fine-tuning and Validation and implement any refinements arising out of the $22,680.00 completion of fine-
validation. tuning and validation
60% upon
Completion and delivery of all customizations to completion of first
Customization perform Excise Tax functions and report $85,968.00 installation; 40%
completion. upon completion of
second install.
Onsite training for users of the PreBuilts:
. Property Information (1 day, 3 students) Invoiced upon
. Permits & Inspections (3 days, 24 students) scheduling of the
User Training . Code Enforcement (2 days, 16 students) training and due on
. Licensing (2 days, 19 students) $28,098.00 or before the first
. Cashiering (1 day, 4 students) day of training
Includes Travel
Final data update/conversion to get current data
into client database for go-live. Must be the Due upon
Data Update /Install (Remote) same scripts used in initial data conversion. $3,780.00 completion of final
Data must be verified by both MSC and Client data conversion
before go-live. Sign off required.
Annual Software Maintenance (ASM)
Provides:
. All major and minor software upgrades
. Unlimited technical support;
. Prepaid attendance at the annual User
Conference for 1 attendee, including all
registration, travel, accommodation and meal
costs during the conference schedule (meals on
travel days are not covered);
. Unlimited access to the Municipal Software
FTP site
. Unlimited access to the Municipal Software
Knowledgeshare
$30,800.00
Annual CityView Public Portal
Provides unlimited access to 199,775
citizens in your jurisdiction for an annual
fee which is revised annually according to
your official population figures.
$19,978
The mandatory Annual
Software Maintenance
fee becomes due on Go-
Live of first PreBuilt and
annually, upon the
anniversary of Go-Live
date. The first year ASM
is waived, therefore the
mandatory ASM is due
upon the anniversary of
the Go-Live date of first
PreBuilt. The ASM will
not increase more than
2% of the prior year
amount per year,
provided that Licensee
does not procure
additional licenses, in
which case the Annual
Support and
Maintenance Fee shall
increase by the amount
necessary to cover the
new licenses. In this
case, the fee amount for
the pre-existing licenses
shall not increase more
than 2% over the prior
year amount.
Due on system Go-Live
of first PreBuilt and
annually, upon the
anniversary of Go-Live
date
High Level Requirements Analysis to
determine Gap-to-Fit for Licensing PreBuilt
and customization of the Licensing PreBuilt
to accommodate Excise Tax Requirements.
Review or provide Process Flow Diagrams
(PFD's). 7 days onsite and 7 days offsite. Travel
is included.
$20,100.00
Interface Design and Implementation
Services
Integration with Augusta's GBA Complaint
Tracking system. Augusta to provide Oracle
database work in order to have their system call
Web Services in CityView. Municipal is to build
the interface within CityView to accept the call
from Web Services.
$8,160
Due upon receipt of
the report or
document.
Due upon receipt of
the services
provided.
Designer
1 day course on designing forms and creating
new applications with CityView Application
Builder.
$1,800.00
Invoiced upon
scheduling of the
training and due on
or before the first
day of training
Report Writer
1 day course on creating new forms.
$1,800.00
Invoiced upon
scheduling of the
training and due on
or before the first
day of training
Travel Expenses
$1,800.00
Invoiced upon
scheduling of the
training and due on
or before the first
day of training
Total Services
$194,868.00
Total Training
$48,240.00
Total Client Services (Services & Training)
$243,108.00
Total Licensing
$154,000.00
EXHIBIT B
ESCROW AGREEMENT
16
ESCROW AGREEMENT
To:
Jones Emery Hargreaves Swan
Barristers and Solicitors
Suite 1212 - 1175 Douglas Street
Victoria, B.C.
V8W 2EI
To:
Each Declarant (as defined hereunder)
Municipal Software Corporation acknowledges that each licensee under the terms of a valid, current
Municipal Software Corporation Software License and Support Agreement which is not in default (the
"Declarant") is a beneficiary under this Escrow Agreement and entitled to enforce legal rights and remedies
hereunder.
1. Upon receipt by Jones Emery Hargreaves Swan of a Statutory Declaration from the Declarant or an
authorized officer of the Declarant containing the following provisions:
(a) The Declarant is a party to a Municipal Software Corporation Software License and
Support Agreement and the Declarant is not in default under the terms of the
agreement;
(b) The Declarant has requested in writing performance of the Software License and
Support Agreement by Municipal Software Corporation;
(c) Municipal Software Corporation has not responded in writing to the Declarant within
30 days from the date of the written request of the Declarant, with a response which
did not reasonably include an identification of the problem, the timetable for
resolution, and the proposed scope of the work required to resolve the problem;
(d) Notice of the intention of the Declarant to exercise the provisions of this Escrow
Agreement has been served upon Municipal Software Corporation not less than 14
days prior to the date of execution of the Statutory Declaration;
(e) The Declarant undertakes to copy the program source code, the subject of the Escrow
Agreement, and to return the original to Jones Emery Hargreaves Swan and to use the
program source code only for the purposes of supporting and maintaining its
Municipal Software Corporation software program for its own internal corporate
purposes;
Jones Emery Hargreaves Swan shall release to the Declarant the program source code as deposited
by Municipal Software Corporation in a sealed envelope with Jones Emery Hargreaves Swan
pursuant to this Escrow Agreement;
2. Municipal Software Corporation shall, during the term of this agreement, submit revised copies of
the source code in a sealed envelope together with a list of current approved declarants entitled to
receive the same subject to the conditions in (1) above. Such revisions shall be accompanied by a
certificate from Municipal Software Corporation stating that:
(a) The contents ofthe escrowed materials are complete and would be understandable and
useable by a reasonably knowledgeable computer programmer.
(b) The contents accurately reflect the most current version of the licensed programs by
the Licensee.
-2-
(c) The contents incorporate all changes made to the licensed programs or the source
material from the previous time the escrowed materials were delivered to Jones Emery
Hargreaves Swan under this agreement.
(d) The contents contain a separate CD or diskette that contains the CityView License
Key Generator Program with instructions for use, and,
(e) The contents contain no passwords, or other device that would prevent or prohibit the
use of the escrowed materials at any time.
3. Municipal Software Corporation will ensure that revised copies of the source code will be placed
with Jones Emery Hargreaves Swan within thirty (30) days after the public release of a licensed
program or a licensed program update.
4. Jones Emery Hargreaves Swan shall, upon receiving such a certificate from Municipal Software
Corporation, notify each of the declarants mentioned in (2) above, by mail of such receipt.
5. It is understood that the duties of Jones Emery Hargreaves Swan, as escrow holder are limited to
those expressly set forth herein and, in addition to the carrying out of escrow instructions, are
limited to taking reasonable care of the subject matter of this agreement. Jones Emery Hargreaves
Swan make no representations or guarantee as to the escrow materials and shall not be obligated to
inquire into the accuracy or completeness of the escrow materials or any declaration made
hereunder. In the event that proceedings in a court of law arise in relation to the subject matter of
this Escrow Agreement, Jones Emery Hargreaves Swan shall not be obligated to defend or enter an
appearance and shall only be obligated to participate after the Declarant and Municipal Software
Corporation have placed sufficient security for Jones Emery Hargreaves Swan's costs of such
proceedings.
6. TIlls agreement shall terminate ten (10) years from the date hereof, unless renewed by mutual
written agreement. Jones Emery Hargreaves Swan may resign as escrow agent hereunder upon
another party accepting the duties and obligations of escrow agent or upon providing the Declarant
and Municipal Software Corporation with sixty (60) days advance written notice.
DATED at the City of Victoria, in the Province of British Columbia, this day
of ,2001.
MUNICIPAL SOFTWARE CORPORATION
The terms of this agreement are hereby
accepted by the firm of Jones Emery
Hargreaves Swan
Per:
Robert E. Bennett, President
Patrick C. Trelawny
EXHIBIT C
SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
17
Mun!S!R~l
SOFTWARE LICENSE AND SUPPORT AGREEMENT
1. LICENSE
Municipal Software Corporation (hereinafter called 'MUNICIPAL') hereby grants to the person or corporation who purchased this License (hereinafter called
the 'Licensee') a non-transferable, non-exclusive license to:
(a) Use the CitvView application software (hereinafter called the 'PROGRAM'), containing the system modules described in Schedule "A"
attached to this document. The PROGRAM is in "use" on a computer when it is loaded into temporary memory (I.e., RAM) of that
computer;
(b) Copy the PROGRAM into any machine readable or printed form for back-up, archival or modification purposes in support of the
Licensee's use of the PROGRAM on the computer system PROVIDED THAT:
(i) the Licensee shall maintain a record of the number and location of copies made; and
(ii) the copies, together with the original, shall remain the property of MUNICIPAL;
(c) Modify the PROGRAM or merge it with another program for the Licensee's use on any single machine PROVIDED THAT:
(i) any portion of the PROGRAM modified or merged into another program shall continue to be subject to the terms and
conditions of the Agreement; and
(ii) upon termination of this Agreement, the PROGRAM or portion thereof shall be completely removed from the modified or
merged program and destroyed or returned to MUNICIPAL at the request of MUNICIPAL.
2. SUPPORT
In consideration of payment of the annual support and maintenance fee, MUNICIPAL will provide:
(a) Priority response on support requests regarding licensed programs (and PROGRAM updates),
(b) Application support will be provided at no additional charge whenever MUNICIPAL delivers a set of custom built CityView applications
to the Licensee. This support service is not to be confused with the standard Technical Support Services that are provided by
MUNICIPAL. This support is not available once the Licensee makes any alterations, additions or deletions to the application and is to
be limited to:
(i) Within the first two weeks of delivery, all support questions are directed to the developer(s) involved with the application
development. These may include questions of functionality, operability, explanation of how business processes have been
implemented, and any questions of warranty. These questions may be posed at any time between 8:30AM and 4:30PM
Pacific Time, Monday through Friday;
(ii) After the first two weeks of delivery, but still within a month of delivery, it is requested that wherever possible questions are
queued and consolidated so that an appointment with the application developer(s) may be booked. This will allow for the
best possible use of time for everyone involved:
(iii) After the first month of delivery, all questions should be asked through the normal technical support process. If the support
issue requires assistance from the application developer(s), the technical support analyst will draw upon those resources
as is required:
(c) Telephone support for licenses described in Schedule "A" between the hours of 8:30AM and 8:30PM Eastern Time, Monday through
Friday;
(d) Remote diagnosis of operational issues related to the PROGRAM and PROGRAM updates, provided that the Licensee has obtained,
at its cost, the necessary software, hardware and instruction to allow MUNICIPAL to provide such assistance.
(e) PROGRAM updates for licensed programs at no extra charge except for magnetic media and courier costs, these updates to include
minor changes, enhancements, improvements, and problem resolutions (excludes all Xpress Licensees):
In consideration of the services set out above, the Licensee agrees to pay for each Licensed User installation, the software maintenance charge which shall
be submitted by MUNICIPAL no later than one month prior to the date of expiration as specified in Schedule "A" (excludes all Xpress Licensees).
3. ACCESS TO PROGRAM SOURCE CODE (excludes all XDress Licensees)
MUNICIPAL acknowledges that it has entered into an agreement (hereinafter called the "Escrow Agreement") with Jones Emery Hargreaves Swan,
Barristers and Solicitors, having an office at Suite 1212 - 1175 Douglas Street in the City of Victoria, in the Province of British Columbia. A copy of the
Escrow Agreement is attached hereto as Schedule "B". Said Escrow Agreement provides that a Licensee may gain access to program source code for
purposes of maintaining and supporting their PROGRAM licenses all as provided in the Escrow Agreement.
MUNICIPAL agrees that for so long as this Software License and Support Agreement is in effect it will deposit and periodically update, at MUNICIPAL's sole
cost, a copy of the current version of the PROGRAM source code for all programs for which the Licensee holds licenses as described in Schedule "A"
attached hereto in Escrow.
MUNICIPAL further agrees that for so long as this Software License and Support Agreement is in effect it will take no steps or actions which would have the
effect of modifying or eliminating the Escrow Agreement without first having received written permission from the Licensee to so do.
4. TERM
This Agreement is effective upon installation and/or payment of the license fee and shall remain in effect for the term set out in Schedule "A" attached
hereto, and upon expiry of the initial term shall automatically renew for an identical term upon payment of the annual support and maintenance fee for the
renewal term unless terminated by either party in accordance with the terms contained herein. The Licensee may terminate this Agreement upon the giving
of not less than sixty (60) days written notice to MUNICIPAL prior to each anniversary date of this Agreement. The Licensee may ;;Ilso terminate this
Agreement provided that MUNICIPAL is in breach of this Agreement and MUNICIPAL has not responded to the Licensee within thirty (30) days from the
date of the written request of the Licensee, which response did not reasonably include an identification of the problem, the timetable for resolution, and the
proposed scope of the work required to resolve the problem. MUNICIPAL can terminate this Agreement if the Licensee is in breach of this Agreement and
fails to cure such breach within thirty (30) days after written notice from MUNICIPAL, including for non-payment within sixty (60) days of invoice date. In
case of termination, the Licensee shall at the request of MUNICIPAL either:
(a) Destroy the PROGRAM together with all copies, modifications and merged portions, or
(b) Return the PROGRAM together with all copies, modifications, and merged portions to MUNICIPAL.
Upon termination the Licensee shall certify in writing that the original and all copies, modifications and merged portions in any form have either been
returned to MUNICIPAL or have been destroyed. Sections 5, 6, 7 and 8 shall continue on and survive notwithstanding termination of this Agreement.
5. MUNICIPAL'S PROPRIETARY RIGHTS
The grant of the License herein contained permits the limited use of the PROGRAM by the Licensee. Title to and all property in the PROGRAM, its name,
logo and computer stored data shall remain exclusively with MUNICIPAL.
The Licensee hereby aCknowledges that the PROGRAM is the property of MUNICIPAL, constitutes a MUNICIPAL trade secret, and agrees to exercise due
care and diligence in safeguarding the PROGRAM and MUNICIPAL's proprietary interest.
The Licensee also acknowledges that any negligence or deliberate violation of this Agreement on its part which results in failure to protect MUNICIPAL's
proprietary interest in the PROGRAM shall actually and materially damage MUNICIPAL.
In order to ensure compliance with the terms of this Agreement, MUNICIPAL shall be entitled, upon reasonable notice to Licensee and subject to
MUNICIPAL's compliance with Licensee's reasonable security measures, to enter upon the Licensee's premises during normal business hours and require
the Licensee to produce such information, records and documents as may be required to ascertain compliance.
MUNICIPAL may revise or update the PROGRAM or its product from time to time but shall have no obligation to provide such revision or update to the
Licensee, unless the Licensee has paid in full the Annual Software Maintenance fee.
6. LIMITED WARRANTY
MUNICIPAL warrants only that:
(a) the PROGRAM furnished, and all subsequent PROGRAM updates, shall function as set forth in the user documentation
accompanying the PROGRAM; and,
(b) the CD or diskette or cassette or magnetic tape on which the PROGRAM (including PROGRAM updates) is provided, shall be free
from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the Licensee
as evidenced by the Licensee's delivery receipt.
Except as specifically provided above, MUNICIPAL expressly disclaims all warranties in the PROGRAM, including, but not limited to the implied warranties
of quality or fitness for a particular purpose. The Licensee assumes sole responsibility for the selection of the PROGRAM to achieve the Licensee's intended
results, and for the installation, use and results obtained from the PROGRAM.
7. LIMITATIONS OF REMEDIES
MUNICIPAL's entire liability and the Licensee's exclusive remedy shall be:
(a) The replacement of any CD or diskette or cassette not meeting MUNICIPAL's "limited warranty" and which is returned to MUNICIPAL
with a copy of the Licensee's receipt, or
(b) If MUNICIPAL is unable to deliver a replacement CD or diskette or cassette which is free of defects in materials or workmanship, the
Licensee may terminate this Agreement by returning the PROGRAM to MUNICIPAL for a refund in full of licensing fees only as long
as such refund is requested within three (3) months of the anniversary date of this Agreement.
In no event shall MUNICIPAL be liable to the Licensee for any damages, including any lost profits, lost savings, or other incidental or consequential
damages arising out of the use or inability to use the PROGRAM even if MUNICIPAL has been advised of the possibility of such damages, or for any claim
by any other party.
8. INJUNCTIVE RELIEF
The Licensee agrees that the breach of any term, provision or condition of this Agreement by the Licensee may cause irreparable damage to MUNICIPAL in
which case an award of damages may not be adequate relief to MUNICIPAL. Therefore, the Licensee agrees that in addition to all the remedies available to
MUNICIPAL in the event of any breach of this Agreement by the Licensee, MUNICIPAL shall have the right to obtain timely injunctive relief to protect its
proprietary right.
9. GOVERNING LAW
The validity and interpretation of this Agreement and each clause and part thereof shall be governed by the law of the Province of British Columbia without
reference to principles of conflict of laws.
10. ENTIRE AGREEMENT
This Agreement contains all the terms and conditions agreed on by the parties hereto with regard to the matters dealt with herein, and no understandings or
agreements, verbal or otherwise, exist between the parties except as herein expressly set out.
11. RIGHT TO ASSIGN
This Agreement and the rights and liabilities hereunder shall not be assigned by the Licensee unless consent in writing is obtained from MUNICIPAL.
12. SUCCESSORS AND ASSIGNS
This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.
13. DELIVERY AND PAYMENT
Acceptance of delivery of payment of the licenses or software maintenance constitutes acceptance of the terms of this Agreement.
t
Schedule A
.
Schedule A is generated upon the issuance of the City View license key.
Schedule A will detail the terms of the Annual Software Maintenance agreement as
follows:
The Annual Maintenance program consists of support for 31 CityView licenses and is
valued at $30,800. The Annual Maintenance agreement is mandatory and is renewed
annually on the anniversary date of purchase.
Support and maintenance of the system for Augusta-Richmond County will be handled
from our headquarters office. Client support is provided by telephone between the hours
of 8:30 am and 8:30 pm EST (5.30 am to 5.30 pm PST). Support is also available via e-
maiL Additional support packages can be negotiated should there be a need.
The Annual Maintenance agreement entitles Augusta-Richmond County to unlimited
technical support for designated System Administrators.
The CityView software covered under this Maintenance Agreement includes:
Permits & Inspections
Property
Cashiering
Licensing & Excise Tax
CityView Server
Application Builder
GIS Extensions
EXHIBIT D
PROJECT SCHEDULE
18
Municipal Software
Augusta Project Plan
10
Duration
Task Name
c.
Resource Names
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
16
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
1~~ ::~: PhaS;t:pi:-Revie;;Feeschedufes;-Letiers: data sChe-.;;a:-ERDs ..--------I--~~-~;~~~~.i------- .......1---------------------
5 clays Pro'licleRelliewFee Scecl-uies, LeiieiS, data sChema, EROs. "lJe1/9/07 i iAilAugustaOepartme,
o daYS Sch"elule and fri'loic" Payment Mif"storie '-sMEirafriing Tue 1/9/ofT:i . -:- .
3elays Penniis 8.lnspectionsFri 1/1210i 14 IpermitS 8. Insp"ctions.
.:i-daysCode Enforcem"nt Mon 1115/071-- w"el1ifiioijsrCo<leEnioreement,MS
:I days Licensi"gTh"-iJi8ioi j"Mon 1/22/0716 ! Licenslng,MSe
:ldays ExCise Tax --------- ... -- ------ -------- ---iUe1723i07T-i'hu1/25ioiTf-----------TEXaseTax~Msc
--4~i5-daysStep2:sMElrajningTPreBuiitWaikthroughs--- ....-- . .......-- - - -- -- -- -- --FiTlI2671iiT -- - ThU2li70f!il---------r--------
1-da"y ...___n Wai"j<i'h"rough':-PrnpertY""'nformatlon"- n.. .n.n.. ..__m_._.....___ FM'-1i:ii5iofrn,..m .. ~.~~~_'~-~~/(fir-'~'--'.:-.-""-":.:'._."------'l'~~,:Alj"Au~us~--5ePi
--o:irdays Walklhrough~-cashiering --------------------Mol11J2970ir--Mon i129ioi11o- ..-- ---jMScAliAugustlDeai
-----fday--.--.. Waikiiirougti:-Periiiiis-&TnspeCtions--------- - --------Mo,,-iT29/ofr .tuei13070iTH------ .P"iiilitS&tnspec
--'-dayWaikihriiugh-:Code Enforcement---- ..--:-~:-~W~e-~d-~11313:~1/~00?7.....1i!::-:-~Tedh...~U-~1321~-11!"100...77:T,:,.. !1~23--:-=::~:-- -M-S.~C-~.CL:-"odc-een--s..~,'-n~g-~~~-~-e:
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.----26-elays--Siep-FDat3coileciioniconverslon------- -.-------=:=:-:~=-_~~i/~~iii![--::~~!!:s!o"!:[~:--_:
-----lo-daySprOCessdata-(act;lIities:ouicomes;-statusesj-- Mon 1129/07! Fri 219107 i 10
--iOdays..--iQokup table-data-------- Mon 1129/07 ! --Fri2i9ioif!ilSs
i6 days . historical data mappi"g andrelliew Mon 1/29/071 Fri 2I9/07! 16SS
3 days valldaiion of blJdgetiorelataconversion Mon2/i2ioi! Wed2l14/07118
o daYS Paymeni Mileston" : Data COilectlon wed2l14/07 ! Wed 2114/07 ! 19
iOdays. interfacellntegration requirements Thu 2115/07 [ Weelmlll07!20 -j MSe;AuglJstaSMEs
:I clays '1aildationof blJdgeiiorintertace.int"gratio" reqlJireme"tS Thu :111/67 i Mon3i5l0i i 21 [Mse
---iild.ys-- -Step4:-G.p~to:FftASSessmeni:EXC-'Se-iax-tU.-3/6/07T Tu.--3127/07 ,------- ,
==:=:03d:a:fys-::..' ... .. ...~~~~~~;~;,~~~~orlishoP -=~::::-=-:=::-=~T-:u..~e:~3131-~2~711-~0-~7..~_i=::?T-uu-~e.:.~312'.=~7:111~0:-7~i!...,T2j;5--=::--=.--:=--:j,,:.,.. ;~~~~~E.__:__
. ... .... -PaymentMiiesione-~-Gap-io-FiiAss.ssmeiit- -------- i
. - --i4days- ..... .. .Steps-:inm.idaia-eorivefslon---------- ....-------Wed-Siiil/07r---Mon6/4ioiT32SS-.fWii--TMSC--- .. -------------
-----Odays paYmeOtMljesioiie:-Daiii-coiiVersjon------___-::=:~::::_:::-~:::_:=~:~~~~:~i?!r---Mon-6i4iOi"j 21'- -- - ---- -- - -i --------
-----SO-days----Step6:-Coniiguratlon--.ndCustoiiiiZiillon- Wed 31281071 ......- Tue6/sToiT-- .-. --------------rMSC-------------
-----'Sdays ... .--...--pe;mTtS&ins-peCtfons-----------------_-~~~~il'.O?:t::~_u~!ii!~?!J~~:::_:_:-:------TMSC:-pe;miiS&Tnspec
----i-Sday. .... ... COd"--E"iorc~~(;ji~=::::__:=__:--------- ............... ......_______ _ w.ed_4/1~?_~__ ... ~.~.~. 5/8!?71~?___ ..... --'[MSe:COdeEniorceme
---l-Sdays Licensing Wed 5/9/07! Tue 5129/07! 31---1MseIic~nslnli------
'iOwks EJiCis"Tax_~e~ :lI28iO?L~U~6/5/07 '30SS ! MSC.Excise Tax
2 wks Int!igratiOnw.e_d 3128/?7~ T~~ ~0/07J30SS ,
o days .. Payme"t-Milesto"" :'COnfigUr.lt;on. Tue 4/10/07 i Tue 4/10/07! 34 i_
7 days Ini<lQratlon-w;thAuglJsiii's GBAComplaini Trackirigsystem Weel411 1/07 ! Thu4/i 9/07 r 34 ! MSC
o days Payme"t Mllestoiie : Gal>. Int.,g",tion . Thu4ii9ioi 1 Thu 4119/0i j 36 'I Augusta
-Odays ...--ScheduleandT"voice-PaymentMiiestoiie-:-oesigner&Repa-rteiTiaiiii;;g---- ...- . --Tue4f24iOF-Tue4f2470ir----- ...~. -------------
.___m..'-.-.-5"days ---"--Step"7:Us-er Revi'ewfo,"ExcIss'''Tax''(TSDj-'- ... .-.._-~,----.._..- ......we(r511.~!~7~t '~:~~:~~~~T.t~~~!. ~.~~:.~~:~~~J~~~~.~~.~~~_...~~~
-......-.....-...sn(iays ..-..Step.a-:-coniigure--Hardware.-..-..-..-.-.-""-.....-" --..--.-----,.-.....-....- Wed 5/23/07 ! Tue 5/29/07139 I Augusta
----Sdays-------PertOrmanceTesiing------------------ ------- ~=-~~~~~~;~;:r=="-=-~-~=-=-~:t~~~~s~----~==
------6days---- .... . ... PiiymeiiTMiiesione.-:-lnstallatlon;35%License fee,60%Ci:iStomizatloii-..----'---Fiisf2510ij42------------r--------------------
......--.-..-26.days-.....-.-Step 9':"Re"port .&-Oes"igner..Tra'ining--.--.-.---'-....--..-----.----...-..---....-...---.--. ....-We'd-7jijoiT4iJ--...-----.-...-.-......-.--r....-.......--.--.-..--....------.---,
-------Tday-m----OeSig-iierT"'iiifn-g------------------------- -Wed 513070iT------------riugusta-SMES-;MSC-
---1day---- ----Report t"'i"irig--------------------------------m---i'ilu-si31iOi !----riiu-s13'1iOi14"s-------------iAugusta SMEs,MSC -
........... - --2~fdays"-' "beve"iop..ReportS.-.-..----...---..---..--...-.... .........-.-..-.....----- ..-....--..--- Fri 611/ofl--......Wetf7i4i1ff1"46-.-...------.--1A:usiustaSMES.--.
..~:-~:::.. step ;:;~:~~~t~a~~~on" ::-:~~;~~;~H~:~:~~~:~~~I ~-9. ..-.........];~-;;;\Ins~~
.. fOdays' Code Enforcement n___",,-ed6l20/07.~ __~ue7/3J.0714gl~~~'c:'d,,:nforcerne
-f6-days Licensi"g Thu 7/5/07 Wed 7/18/07! 50 ! MSC,Licensing
. 0 days . PaymenTMij"stones:-Firie:iUiiing &Vaiidatlon &4iio/,ClJstomization. Wed- ih1ll6i. Wed 7/18/071 51
. ':fWks . -.-.....-Acceptance tesiing-......---..--...----..---..----....-. .. .........---........-......--...-..-..--.----..--....-...:.--...-.Thu7719t(l" , -....-aI8i6il'"4S- h.-'-.-----.----jAUgusta-----------....-..
...--:lWks~---- i,,:scopef,xes----..-------.-----------------------Thu7126iOrr-wedBifsioffS3SS+fWii----TMSC---------
-.Tday-Code-Freeze------------- .-----..--,.-tiuslf6i6iT--Tfiullli6i67i.jj4-----------TMSC.AUgustl'---
______?;~---.-~~~~~~~-~~:~~~TeniMiiesione~~n-~~~::"':iniiig~::::~:":~:~~~-~;-~~~;F:::~~~~~;r~~==:--=:=-=~;u~;s~---:~:-=----
-----5dayS-~:"~~~~~~~:c~~~V~~i~~==_~_=_=~-:::=~:_~:~=::~-::=::~=:~:==~~~i!~=-::~~~/fj!~_~~~~==_:~~~SC_..._=__=~=_-=
------Oda~__.. Payment Milestone - Oata UPdatellns",~-"-~:I_:~~~",,~se Fee______~~9~61?7 i . Thu 9/6/07 ! 58 .. ----i---------------
1 day - -Step Ii: userYi~jnin-g&-GoL-"'e-- FrI91710fr--FrI9fiioijS9----------
.-....----.-.-rCfay...- '. jJe-m;riS"'a;.TiispeCtlons-...._..- .......-..----.....--....--..-...-.--....-.. . -. - --........... ....... .-.--..-..-..-...-...-.........F""ri..gJ7iij"i'T-n-...M-.Fri"s17lofr---......--..---......
'''--'''"1day ..... ....m___'-'-'COde""Enfurc-eme'nt ....- -.---.....--....-....--.-.--- ~ri-9~!07"r Frf9iiifi7...~--
1 day Licensing . Fri 917161 [ Fri 917107 [
-j day EXcise Tax Frl9nliii Fri91710i i
2 days Go Live Mon 9/10/07 i TlJe 9ii 1/07 ! 60
---------rMSC,AugustaSMEs-
--!MSC,AugUstaSMES-
, AugustaSMEs
!MSC
I MSC,Pennits & Inspec
------ COde EniOrCeme
MSC,L1censlng--
, MSC.EJicls" Tax
i Augusta
Page 1
EXHIBIT E
PERFORMANCE BOND
19
:.. AlA Document A312'" -1984
Performance Bond
CONTRACTOR (Name and Address):
SURETY (Name and Principal Place of
Business):
Westchester Fire Insurance Company
436 Walnut Street
Philadelphia, P A
19106
Municipal Soft~are Corpqration
4464 Markham Street, Suite 1108
Victoria, BC
V8Z 7X8
OWNER (Name and Address):
City of Augusta
530 Greene Street
A~gusta, GA
Bond No. K07454697
CONSTRUCTION CONTRACT
Date: January 16, 2007
Amount: $397,108.00
Description (Name and Location):
License and Inspection Software Implementation Project
BOND
Date (Not earlier than Cpnstruction Contract Date): February 01,2007
Amount: $397,708.00
Modifications to this Bond: [LJ None c=J See Last Page
CONTRACTOR AS PRINCIPAL
Company: Municipal Software
Corporation
(Corporate eal)
SURETY
Company:
Westchester Fire
Insurance
Co
(
Signature: Signature:
Name and Name and
Title: C k 0 Title:
(Any additional signatureS appear on the last page)
tandice Pearson,
Attorney-in-Fact
(EOR INFORflAPON ONLY - Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE
(Architect, Engineer or other party):
~a-
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 11 :00:34 on 02/01/2007 under Order No.1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
~ 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 reasorlable 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 b~ner 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 Wilen the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense
take one of the following actjons:
~ 4.1 Arrange for the Contractor, with 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 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 11 :00:34 on 02/01/2007 under Order No,1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
~ 6.1 The responsibilities of the Contractor for correction of defective work and completion of the Construction
Contract;
~ 6.2 Addi,tionallegal, 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 ~rders and other obligations.
~ 9 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in
the locatio.n 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 perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or
prohibityd 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 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.
~ 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 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, 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 11 :00:34 on 02/01/2007 under Order No.1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
~ 13 MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature:
Name and Title:
Address:
Signature:
Name and Title:
Address:
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, 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 11 :00:34 on 02/01/2007 under Order NO.1 000278120_1 which expires on 1/8/2008, and is nollor resale.
User Notes: (373554958)
(Paragraphs deleted)
(Table deleted)
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, 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 11 :00:34 on 02/01/2007 under Order NO,1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
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 horizontal line 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 11 :00:34 on 02/01/2007.
PAGE 1
Municipal Software Corporation
4464 Markham Street. Suite 1108
Victoria. BC
V8Z 7X8
Westchester Fire Insurance Company
436 Walnut Street
Philadelphia. P A
19106
City of Augusta
530 Greene Street
Augusta. GA
Bond No. K07454697
Date: January 16.2007
Amount: $397.108.00
License and Inspection Software Implementation Proiect
Date (Not earlier than Construction Contract Date): February 01.2007
Amount: $397.708.00
Modifications to this Bond: [LJ None c==J See Last Page
Company: Municipal Software
Corporation
(Corporate Seal)
Company:
Westchester Fire
Insurance
Company
(Corporate Seal)
Name and
Title:
Name and
Title:
Candice Pearson.
Attorney-in-Fact
PAGE 5
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'" 1
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 11 :00:34 on 02/01/2007 under Order NO,l 000278120_1 which expires on 1/8/2008, and is not for resale,
User Notes: (373554958)
PaymeRt BORd
CONTRACTOR (.""'-sme ::md AddFess):
SURETY (Name and Principal Place sf
Business):
OWNER (Name and AddFess):
CONSTRUCTION CONTRACT
I}ate;. I
,^.mOHHt:
DeseriptioH (Name and Lecatien):
BQNg
Date (iV-et earlier than Censtructien Centl'act Date):
.^.moHHt:
ModificatioHs to this BOHd: D Nooe
D See Last Page
CONTRACTOR AS PRINCIPAL
CompaHY: (Csrpsfflte Seal)
SURETY
CompaHY:
(CerperClte Seal)
SigHatHre: SigRature:
Name aHd Title: Name aFld Title:
(,{ny additisnal signatures appear en the last page)
(FOR !1','FORM,1TION Q"lLY
AGENT or BROKER:
i\'ame, ,A,ddFesS and Telephene)
OWNER'S REPRESENT'.TIVE (A,-chitect,
Enginee.~ sr ether paFty):
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" 2
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 11 :00:34 on 02/01/2007 under Order NO.1 000278120_1 which expires on 1/8/2008, and is notlor resale,
User Notes: (373554958)
~ 1 The CONtractor and the Surety, jointly and severally bind themselves, their Aeirs, executors, administrators,
successors and assigns to the Owner to pay f-or labor, materials and equipment furnished for use in the perforffiaHce
of tAe Construction Contract, wAica is incorporated aerein by reference.
~ 2 ~Nita respect to tae Owner, tais obligation shall be null and void if tAe Contractor:
~ 2.1 ProFRptly makes payment, directly or indirectly, for all sums due Claimants, and
~ 2.2 DefeHds, iHdemnifies and holds harmless tae O'.'mer from claims, demands, liens or suits by any person or
entity waose claim, demand, lien or suit is for tae payment for labor, materials or equipment furnished for use in tae
performance of the Construction Contract, provided the Owner aas promptly notified tae Contractor and the Surety
(at the address described in Section 12) of any claims, demands, liens or suits aHd teHdered def-ense of suea claims,
demands, liens or suits to the Contractor and the Surety, and provided taere is no Owner Default.
~ 3 'Hita respect to Claimants, tais obligation saall be null and void if tae COHtractor promptly makes payment,
directly or indirectly, for all sums due.
~ 4 Tae Surety saall ha'le HO obligation to Claimants under this Bond until:
~ 4.1 Claimants wao are employed by or aave a direct cOHtract wita the Contractor have given notice to tae Surety
(at fue address described in Section 12) and sent a eopy, or notice thereof, to the Owner, stating taat a claim is being
made under this Bond and, wita substantial accuracy, tae amount of tae claim.
~ 4.2 ClaimaHts who do HOt ha'le a direct contract wita tae Contractor:
.1 Have furnished '.'.Titten notiee to the Contractor and sent a copy, or notiee thereof, to the Owner,
within 90 days after having last performed labor or last furnished materials or equipment included in
the elaim stating, wita sl:lbstaHtial aecuracy, tae amount of the claim and the name of the part)' to
whom the materials were furnished or slipplied or for whom the labor was done or perf-ormed; aHd
.2 ' Have eitaer received a rejectioH in waole or in part from the Contractor, or HOt recei'led witaiH 30
days of fUrBishing the above Hotiee any comffil:lHication from tae Contraetor by whica tae Contractor
has iHdicated the claim will be paid directly or indirectly; aHd
.3 Not aaviHg beeR paid within the above 30 days, have seHt a wriUeH Hotice to the Sliret)' (at the
address described in SectioH 12) and sent a eopy, or notiee taereof, to tae O'.'mer, stating that a claim
is being made under tais Bond aHd enclosing a copy of the previous writteR Rotice furnished to the
Contractor.
~ 5 If a Hotice required by SectioH 4 is giveH by the Owner to tae COHtractor or to tae Surety, that is sufficient
compliaHce.
~ 6 WheH tae ClaimaRt aas satisfied the conditions of Seetion 4, the Surety saall promptly and at the Smety's
expeHse take the followiHg aetions:
~ 6.1 Send an answer to the Claimant, with a eopy to the Owner, witain 45 days after reeeipt of the claim, sffiting tae
amouHts that are undisputed and the basis for caallenging any amounts taat are disputed.
~ 6.2 Payor arrange for payment of any undisputed amounts.
~ 7 The Surety's total ebligation saall not exceed the amouRt of tais Bond, and the amolint of this Bond shall be
credited for any paymeRts made in good faith by tae Surety.
~ 8 ,^.mOliRts owed by tae OWRer to tae CORtractor under tae Construction Contract shall be used for the
performance of the Construction Contract and to satisfy claims, if any, under any Construction Performance Bond.
By tae Contractor furnishing and tae Owner accepting tais Bond, taey agree that all funds earHed by the Contractor
in tae performance of the Construction Contract are dedicated to satisfy obligations of tae Contractor and tae Surety
under tais Bond, subject to tae Owner's priority to use tae funds for the completion of the work.
~ 9 Tae Surety saall not be liable to tae Owner, Claimants or otaers for obligations of tae Contractor taat are
ufH'elated to the Construction Cont-ract. Tae Owner shall not be liable for payment of any costs or expenses of any
ClaimaRt under this Bond, and saall haye under tais Bond no obligations to make payments to, giye notices on
beaalf of, or otherwise aave obligations to Claimants under this Bond.
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" 3
Document, or any portion of it, may result in severe civil and criminal penalties, and wiil be prosecuted to the maximum extent possible under the law.
This document was produced by AlA software at 11 :00:34 on 02/01/2007 under Order No.1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
S 10 The Sl:Irety hereby waives flotice of aflY chaflge, iflc\l:Iding changes of time, to the COflstfl:lctiofl COfltract or to
related sl:lbcofltraets, purchase orders afld other obligatiofls.
S 11 No sl:lit or actiofl shall be commenced by a Claimaflt I:Iflder this BOfld other thafl ifl a COl:lrt of competeflt
jurisdietiofl ifl the locatiofl ifl which the work or part of the work is located or after the expiratioR of ORe year from
the date (1) Ofl whieh the ClaimaRt gave the Rotice reql:lired by SectioR 4.1 or SeetioR 4.2.3, or (2) on which the last
labor or service was performed by aflyone or the last materials or eql:lipmeflt were fl:lmished by aRyoRe I:lRder the
COflstfl:lctiofl COfltract, whicheyer of (1) or (2) first occl:lrs. If the provisiofls of this Paragraph are void or prohibited
by law, the mifliml:lm period of limitatiofl available to sl:lreties as a defeRse iR the jl:lrisdietioR of the suit shall be
applieable.
I
S 12 Notiee to the Sl:Irety, the OWfler or the COfltraetor shall be mailed or delivered to the address showfl OR the
sigflature page. }"ctual receipt of notice by Surety, the OWRer or the COfltractor, however accomplished, shall be
sl:lffieient compliaRce as of tile date received at the address ShOWR OR the sigRatl:lre page.
S 13 WheR this BOfld has beeR fumished to comply with a statutory or other legal requiremeflt iR the locatiofl where
tlle cORstructioR was to be performed, aRY provision ifl this BORd cORflictiRg with said statl:ltory or legal requirement
shall be deemed deleted herefrom aRd proyisioRS eonformiRg to sl:lch statl:ltory or other legal reql:liremeRt shall be
deemed iReorpor~ted hereiR. The iRteRt is that this BORd shall be construed as a statutory bOfld aRd ROt as a commOR
law bORdo
S 14 UpOR reql:lest by any persoR'or entity appearing to be a poteRtial beRefieiary of this BORd, the Contractor shall
promptly fl:lmish a eopy of this BOfld or shall permit a copy to be made.
S 15 DEFINITIONS
S 15.1 Claimant: :\fI iRdiyidual or eRtity ha':iflg a direct cOfltract with the COfltractor or with a sl:lbcoRtractor of the
COfltractor to famish labor, materials or eql:lipment for I:Ise ifl the performaRce of the CORtract. The iflteRt of this
Bond shall be to iflclade withmn limitatiofl ifl the terms "labor, materials or eql:lipmeflt" that part of ',vater, gas,
power, light, heat, oil, gasolifle, telephofle service or refltal eql:lipmeflt I:Ised ifl the CORst-rl:lctioR Contract,
aFehiteetl:lral afld eflgiReeriRg services rcql:lired for performaRce of the work of the CORtractor aRd the CORtractor's
sabcoRtractors, and all other items for which a mechanic's lien may be asserted iR the jl:lrisdictioR where the labor,
materials or eqaipmeat v:ere fl:lmished.
S 15,2 CORstfl:lctioR CORtract: The agreement between the OV/Her aRd the CORtractor ideRtified OR Hie sigRatme page,
inc\l:IdiRg all Contract DOCl:lmeRts aRd ehaflges thereto.
S 15.3 OWRer Defal:llt: Failur~ of the OWNer, which has Reither beeR remedied Ror wai':ed, to pay tile Coatractor as
reql:lired by the CORstfl:lctioR CORtract or to perform aRd complete or comply with the other terms thereof.
S 16 MODIFICI'.TIONS TO THIS BOND ARE AS FOllOWS:
(Space is provided below for additional sigRatures of added parties, other than those appearing on the coyer page.)
CONTRACTOR AS PRINCIPAL SURETY
CompaRY: (Ce,~pe,~flte ScalY CompaRY: (Cerper-ate ScalY
Signatare:
Name afld Title:
:\ddress:
SigRatl:lre:
Name aRd Title:
l\ddress:
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" 4
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 at11 :00:34 on 02/01/2007 under Order No.1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
Certification of Document's Authenticity
AIA@ Document D401™ - 2003
I, Candice Pearson, 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 ] ] :00:34
on 02/01/2007 under Order No. 1000278120_] from AlA Contract Documents software and that in preparing the
attached final document I made no changes to the original text of AIA@ Document A312™ - ] 984 - Performance
Bond, as published by the AlA in its software, other than those additions and deletions shown in the associated
Additions and Deletions Rt(port.
~
(Sign'
(Title)
(Dated)
AlA Document D40pM - 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 11 :00:34 on 02/01/2007 under Order No. 1 000278120_1 which expires on 1/8/2008, and is not for resale.
User Notes: (373554958)
.
THE BACK OF THIS DOCUMENT LISTS VARIOUS SECURITY FEATURES
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THAT WILL PROTECT AGAINST COPY COUNTERFEIT AND ALTERATION.
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