HomeMy WebLinkAboutNew Workd Systems
Augusta Richmond GA
DOCUMENT NAME: ~eltJ, \!Jov 10} S tjS tev-Ds
DOCUMENT TYPE: A9 re-crrent
YEAR: \ Dt Or If
BOX NUMBER: J
FILE NUMBER: 13,1"/
NUMBER OF PAGES: 30
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888 \Vest Big Beaver R;;;d -Suil-;; 1100 Troy. MI 48084 (248) 269-1000
June 8, 1998
ST ANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is
between J'i'ew World Systems@ Corporation ("New World"), a Michigan Corporation and Augusta, Georgia
("Customer"). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed
Products and will provide certain services described herein to Customer.
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The attachl:d Exhibits include:
Exhibit A ... LICENSED STANDARD SOFTWARE AND FEES
Exhibit:B ... PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
Exhibit iC .. . STANDARD SOFTWARE MAINTENANCE AGREEMENT
Exhibit][) .,. NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
Exhibit 18: .. , DEMONSTRATION SITE DISCOUNT
Exhibit IP' ... DATA FILE CONVERSION SERVICES
Exhibit G ... CUSTOM SOFTWARE (FORMS) REQUESTED BY CUSTOMER
ExhibitH ... EXHmIT A PHASE ONE SOFTWARE CAPABILITIES
Exhibit I . . " LICENSED SOFTWARE ACCEPTANCE
Exhibit J ... RECOMMENDED COMPUTER (SERVER) AND WORKSTATION (CLIENT) CONFIGURA nON
By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits.
This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters
referenced herein and replaces any prior oral or written representations or communications between us. Each
individual ~;igning below represents that (s)he has the requisite authority to execute this Agreement on behalf of the
organization for which (s)he represents and that all the necessary formalities have been met.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS@ CORPORATION
(New World)
AUGUSTA, GEORGIA
(Customer)
By'/llJ
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By:
A
Date:
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Corporate :Seal:
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ThiS Agreelll1ent IS ellectlve upon t east ate as s own on t IS cover page,
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Page 1 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
I. DEFINITIONS. The following terms as defined below are used throughout this Agreement:
\, "Licensed Standard Software":
TIle current version of New World standard and development application software package(s) (in machine readable code and, if applicable, the
re: ated source code) listed on Exhibit A. "Development Software" is standard application software currently under development by New World
which, if applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement.
2, "Upgrad~''':
Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this
Agreement and released after the execution of this Agreement.
3, "Licensed Custom Software":
Any software (programs or portions of programs) developed by New World specifically for Customer's own use,
4. "Licensed Software":
n,e Licensed Standard Software (including any Development Software), Upgrades, and Licensed Custom Software provided under this
A(:reement. Licensed Software may be delivered to Customer via direct installation on Computer, and/or on magnetic media (tape or CD Rom),
and/or electronically by phone line.
5, "Licensed Documentation":
Nfw World User Manuals which include the current specifications for the Licensed Standard Software and other written instructions relating to
th(: Licensed Software (such as Product Bulletins, installation instructions, and training materials), At such time as the Licensed Documentation
is available in an electronic form (via phone line, CD Rom, or Internet), New World shall provide Customer the option of receiving it
ele ctronically.
6, "AuthoriZEd Copies":
Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies
of each application software package defined in this Paragraph. They are:
(i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement;
and
(ii) any additional copies made by Customer as authorized in Section II, subparagraph \,2,
7. "Licensed .Products":
The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing,
8, "Customer Liaison":
A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (\ 0) days
of,:xecution of this Agreement, Customer shall notify New World of the name of the Customer Liaison.
9, "SSMA ":
Th: New World Standard Software Maintenance Agreement as set forth in Exhibit C,
\ O. "Compute..":
Th,: two MicroSoft NT Servers, to be located at:
530 Greene Street
Augusta, GA 30911
Customer shall identify in writing the serial numbers of the Computers within ten (10) days of receipt of the Computer or within ten (10) days
of(:xecution of this Agreement, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new location in
writing prior to the relocation, During Phase I and Phase 2 of this Agreement, both parties agree the Servers shall be manufactured by either
Compaq or IBM.
\1. "Conjidel1liallnformation":
Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by
the party claiming confidentiality at the time of disclosure, Confidential Information does not include any information which was previously known
to the other party without obligation of confidence or without breach of this Agreement, is publicly disclosed either prior or subsequent to the other
par:y's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence,
12, "Concurrmt User"
An:' PC workstation that is connected to access the Licensed Software resident on Computer and that is actively logged on to access the programs,
interfaces, data, or files created and/or maintained by the Licensed Software.
II. GENERAL TERMS AND CONDITIONS
1.0 SLNGLE USE LICENSE
I, I In consideration of Customer's payment of the license fees specified in Exhibit A and the applicable
custom software fees, if any, New World grants Customer a nontransferable and nonexclusive license to
use the Licensed Software only on the Computer and only for its internal processing needs. Once
Customer has fully paid the license fees for the Licensed Software, Customer shall have the right and
license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the
Computer. In accordance with the payment planes) on the attached Exhibits, New World shall deliver to
Customer one copy of each application of the Licensed Software (in machine readable form compatible
with the specified operating environment) and one copy of the related Licensed Documentation.
1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2)
back up copies on magnetic media of each application of the Licensed Software and one back up copy of
the related Licensed Documentation. These Authorized Copies may be stored off-site away from
Customer's premises as specified in the Definitions so long as they are kept in a location secure from
unauthorized use. Unless Customer has obtained a fully executed copy of the Exhibit D (Non-Disclosure
Page 2 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
~-
and Security Agreement for Third Parties) which references the third party recipient, Customer or anyone
obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any
third party the Licensed Products or copies thereof in whole or in part, in any form or media. This
restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes
without limitation, copies of the following:
(i) Program libraries, either source or object code;
(ii) Operating control language;
(iii) Test Data, sample files, or file layouts;
(iv) Program Listings; and
(v) Licensed Documentation.
1,3 Additional Authorized Copies may be made for Customer's internal use only.
2.0 OWNERSHIP
2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein,
remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest
in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license
to use the Licensed Products as restricted herein.
2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in
this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or
know-how acquired by it in the performance of services under this Agreement including the development
of Licensed Custom Software for the advancement of its own technical expertise and the performance of
other Software License and Service Agreements or any other applicable agreements. New World shall
have, without restriction, the right to use all programs, procedures, information, and techniques that are
publicly available, obtained or obtainable from third parties and/or developed independently by New
World without specific reference to Customer's organization.
3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
3.1 Based on an installation of Phase 1 Licensed Standard Software (as defined in Exhibit A) no later than
October I, 1998, for a warranty period of ninety (90) days after the date the Licensed Standard Software
is accepted on Computer as defined in Exhibit 1 and during the term of Customer's SSMA (see Exhibit C),
New World provides software correction service and maintenance for the Licensed Standard Software.
See Exhibit C for a description ofthe services available, the applicable fees and procedures, and the SSMA
start date.
4.0 WARRANTIES
4.1 New World warrants that the Licensed Standard Software will perform as specified in its user manuals
based on the then-current release of the Licensed Standard Software.
4,:~ New World warrants that it possesses the necessary intellectual rights to license to Customer the Licensed
Software provided hereunder.
4.:1 As further defmed in Section E of Exhibit J, New World provides a limited warranty on the recommended
Computer (Server) and Workstation (Client) configurations.
The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New
World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's
requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, ITS MERCHANTABILITY, ITS FITNESS
FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFOR-
M<\NCE, COURSE OF DEALING OR USAGE OF TRADE.
5.0 INSTALLATION AND TRAINING SUPPORT SERVICES
5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to
Customer qualified representative(s) who will provide installation and training support services for each
application of the Licensed Software delivered. See Exhibit B for a description of the services provided
and the applicable fees and procedures.
Page 3 of 8
(Rev SSL&SA 11195)
Augusta, Georgia
6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES
The successful implementation of the Licensed Products into Customer's environment requires Customer's
commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the
following:
6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment
which includes hardware, software and related equipment not provided by New World. Customer is
responsible for assuring that the appropriate hardware equipment, the related components and all cabling
are installed timely and are suitable for the successful installation of the Licensed Software.
6.2 Customer agrees to provide the management interface and support necessary to successfully complete the
implementation of the Licensed Software. This support includes upper level priority setting and timely
involvement during and after a change in Customer's organization, Customer's operations and/or after
changes in Customer's internal policies or procedures which directly affect the software implementation.
6.:3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the
Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond
its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is
not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison.
In addition to other duties and responsibilities, and subject to Customer's purchasing policies and
procedures, the Customer Liaison shall:
(i) provide timely answers to New World's requests for information;
(ii) coordinate a mutually agreeable training schedule;
(iii) have authority to sign for and obligate Customer to any matters relating to service requests,
design documents, performance test documents and/or delivery and service dates;
(iv) in situations where Customer participation is required, provide timely input for systems
definition, detail design, and use of the software system.
6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes
accurate data entry, accurate file editing and overall file control to assure successful systems performance.
6.:i Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed
Software and to interpret the output. Applying the output information in Customer's environment is
Customer's sole responsibility.
7.0 BILLING AND ADDITIONAL CONCURRENT USER CHARGES
7. I The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under
this Agreement. To the extent Customer imposes additional requirements on New World for services
other than those expressly provided in this Agreement, New World retains the right to make additional
price adjustments and/or any other adjustments which may be necessitated. Before performing these
additional services, New World shall notify Customer that the services are subject to additional charge.
7.2 If Customer adds additional concurrent users beyond the number(s) specified on Exhibit A, Customer
agrees to pay the additional user fees at the then current user-based prices in effect. SSMA fees shall be
increased according to the upgraded user-based charges on the next annual billing date after the additional
users are added. With said payments, the license provided in Section II, Paragraph 1.0 permits Customer's
use of the Licensed Software for the specified users.
7,3 Customer shall notify New World when additional concurrent users are added or accessing the Licensed
Software and will pay the additional user fees promptly when invoiced.
8.0 NON-RECRUITMENT OF PERSONNEL
8.1 During the term of this Agreement and for twenty-four (24) months thereafter, each party agrees not to
solicit or hire current or former employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable
state law, and subject to any subpoena or other court order after proper notice (including supporting
documentation of subpoena or court order) to New World, each party shall hold all Confidential
Information in trust and confidence for the party claiming confidentiality and not use such Confidential
Information other than for the benefit of that party. The other party agrees not to disclose any such
Confidential Information, by publication or otherwise, to any other person or organization.
Page 4 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Infonnation and
proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or
otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New
World's proprietary rights in the Licensed Products, including without limitation the following measures:
(i) Customer shall only pennit access to the Licensed Products to those employees who require
access and only to the extent necessary to perfonn Customer's internal processing needs.
(ii) With respect to agents or third parties, Customer shall penn it access to the Licensed Products
only after New World has received, approved and returned a fully executed Non-Disclosure
Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse
access to a third party after it has evaluated the request. Customer agrees to provide infonnation
reasonably requested by New World to assist New World in evaluating Customer's request to
penn it third party access to the Licensed Products.
(iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the
attached Non-Disclosure Agreement or any other reasonable restrictions New World may specify
in writing in order to pennit access;
(iv) Customer shall not pennit removal of copyright or confidentiality labels or notifications from its
proprietary materials; and
(v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software.
9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise,
New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on
Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a
condition for the relief sought.
10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES
New World's entire liability and Customer's exclusive remedies are set forth below:
10.1 For any claim relating to the non-confonnance or imperfection of any licensed software provided under
this Agreement, New World will correct the defect so that it confonns to the warranties set forth in
Section II, subparagraph 4.1; or if after repeated attempts to correct the non-confonnity, New World is
unable to correct the non-confonnity, then Customer may recover its actual damages subject to the limits
set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this
Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2
below.
10.2 New World's liability for damages, regardless of fonn of action, is limited to the recovery of direct
damages up to one million dollars ($1,000,000).
10J In no event shall New World be liable for any damages relating to Customer's failure to perfonn its
responsibilities or for loss of use, revenue or profits, or for any incidental or consequential damages, even
if New World has been advised of the possibility of such damages. If it is detennined that a limitation of
liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion
of incidental and/or consequential damages is still effective.
11.0 INTEGRATION WITH US COPYRIGHT ACT
11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and
to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, U.Se.
Sections 101-810 (1976) as amended by 17 US e. Sections 101-8iO (1982)). If a provision of the U.S.
Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be
detennined which is the more restrictive, then the provision within this Agreement shall apply.
12.0 iNDEPENDENT CONTRACTOR
12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered
agents or employees of the other. To the extent provided for by law, each party shall be responsible for
the acts of its own employees.
12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel.
Page 5 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
13.0 iNSURANCE REQUIREMENTS
New World shall not commence work under this Agreement until it has obtained the insurance required under this
paragraph.
I:l.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this
Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be
performed.
D.2 Liability and Property Insurance--Comprehensive Form: New World shall procure and maintain
during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than
$1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for
damage to property.
D.3 Automobile Liability Insurance: New World will procure and maintain during the term of this
Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in
an amount not less than $500,000 for injuries, including accidental death, to each person; and, subject to
the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount
not less than $500,000 on account for each accident for damage to property.
14.0 DISPUTE RESOLUTION PROCEDURE
I <1,.1 Except for matters which relate to prompt payment, or which are enforceable by injunction and/or other
equitable remedies, or are related to the employee, confidentiality and/or non-disclosure paragraphs
(paragraph 9.0 and its subparagraphs therein), any dispute or controversy arising out of or relating to this
agreement, or breach thereof, shall be settled by the following procedure.
Levell: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), the
Customer and New World shall conduct up to three (3) management meetings for the
purpose of resolving the dispute or controversy through normal business management
practices. The meetings must be held between upper-level managers of both Customer
and New World. Both parties agree to put forth their best efforts in these meetings. The
first meeting shall be held at Customer's offices, the second meeing (if required) at New
World, and the third meeting (if required), at Customer's location. The Levell period
shall begin when one party gives notice to the other by certified mail that it is entering into
this Level I procedure to resolve the dispute.
Level 2: Only after the parties have completed Levell of the DRP without resolving the dispute or
controversy and before entering into Level 3 of the DRP, the Customer and New World
shall enter into a mediation process. The mediation process is defined as follows:
The parties shall select a mediator from the American Mediation Association list
to aid the parties in resolving the dispute or controversy. The mediator shall not
be an employee or former employee of either party, By mutual agreement, a
mediator acceptable to both parties may also be selected. The hearing shall be
held in Augusta, Georgia at a location selected by New World. At the hearing,
each party may present materials and/or arguments to the mediator.
Level 3: Only after the completion of both Levels I and 2 above without a satisfactory resolution
ofthe dispute or controversy, either party may bring a legal process in the Superior Court
in Richmond County, Georgia.
14,2 Subject to completion of the procedures set forth for certain disputes as provided in 14.1 above and/or
elsewhere within this Agreement, all claims, disputes and other matters in question between Customer
and New World arising out of or relating to the Agreement, or the breach thereof, shall be decided in the
Superior Court of Richmond County, Georgia. New World, by executing this Agreement, specifically
consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of
Richmond County, Georgia.
15.0 TERMINATION
15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the
terms of this Agreement or fails to perform its responsibilities outlined in Section II, paragraphs 3.0, 4.0,
and 5.0 and the attached Exhibits, Customer may at its option terminate this Agreement with ninety (90)
days written notice as follows:
(i) The termination notice shall provide a detailed description (with examples) of any
warranty defects claimed and/or shall define the reason for the termination;
Page 6 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
(ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(iii) During the ninety day cure period, Customer shall apply sound management practices and
use its best efforts to resolve any issues or obstacles;
(iv) At the end of ninety (90) days unless the termination has been revoked in writing by
Customer, the Agreement terminates.
1.5.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if
Customer fails to fulfill its responsibilities outlined in Section II, Paragraph 6.0, then New World may
at its option terminate this Agreement with written notice as follows:
(i) The termination notice shall define the reason for termination;
(ii) If the cited reason for termination is Customer's failure to make prompt payment,
Customer shall have thirty (30) days from receipt of said notice to make payment in full
for all outstanding invoiced payments due;
(iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities,
Customer shall have ninety (90) days from receipt of said notice to correct any actual
deficiencies in order to satisfy the terms of this Agreement;
(iv) During the applicable cure period, New World will use sound management practices and
its best efforts to resolve any issues or obstacles -- including the reassignment of personnel
if necessary to improve the working relationship;
(v) At the end of the applicable cure period, unless the termination has been revoked in writing
by New World, the Agreement terminates.
15.3 In the event of termination by either party, New World shall continue to provide its services, as previously
scheduled, through the termination date and the Customer shall continue to pay all fees and charges
incurred through the termination date as provided in the attached Exhibits.
1 ~;.4 In the event neither party terminates this Agreement under subparagraphs 15.1 or 15.2 above, it naturally
terminates unless it is renewed at the end of the initial SSMA term as set forth in Exhibit C, except that the
restricted license to use the Licensed Software on the Computer as provided hereunder is perpetual so long
as all Exhibit A license fees and applicable Custom Software fees have been paid in full.
15.5 Upon termination, Customer shall return to New World all copies of each application of Licensed
Software and related Licensed Documentation provided to Customer under this Agreement for which the
Exhibit A license fees and applicable Custom Software fees have not been paid in full.
15.6 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim
for damages.
I ~;. 7 The Terms and Conditions relating to non-disclosure, confidentiality and non-recruitment of personnel
survive termination.
16.0 PATENT AND TRADEMARK INDEMNIFICATION
New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits,
costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any
patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement,
pwvided that Customer has notified New World in writing of such allegation within thirty (30) days of the date
upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer
harmless under this paragraph is void if the claim of infringement arises out of or in connection with any
modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically
authorized in writing by New World.
17.0 NOTICES
17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to
Customer to the following address of the Customer (or to any other address so specified by Customer):
Director of Information Technology
530 Greene Street
Augusta, Georgia 3091 I
With a copy to:
The Administrator
Room 80]
530 Greene Street
Augusta, Georgia 309] ]
Page 7 of 8
(Rev SSL&SP. 11/95)
Augusta, Georgia
17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the
following address (or to any other address so specified by New World):
New World Systems Corporation
888 West Big Beaver, Suite 1100
Troy, Michigan 48084
Attention: President
18.0 GENERAL
1 a.1 This Agreement is the entire agreement between the parties superseding all other communications, written
or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be
amended or modified only in writing signed by both parties.
llL2 This Agreement is governed by the laws of the State of Georgia and it shall be binding on the successors
and assigns of the parties.
IlU Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any
other provision of this Agreement.
Il:.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered
hereunder, may be brought by either party more than two (2) years after the cause of action has accrued.
I K5 The paragraph headings which appear herein are included solely for convenience and shall not be used in
the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or
otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force
and effect.
[G:\BDISKS\GEORGIA IRICHMOND,COIPROPOSAL\9CONTRCT, WPD]
Page 8 of 8
(Rev SSL&SA 11/95)
Augusta, Georgia
Page 1
EXHIBIT A
FOR LICENSED STANDARD SOFTWARE AND FEES
A. Concurrent User License Fee for Aer:is' NT Licensed Standard Software and Documentation selected by Customer:
Aoplication Packa~e(s) in Phase I I
1. Aegis' NT Combined Law Enforcement/Fire/EMS CAD (up to 10 concurrent users are licensed)
- Unit Status Monitors and Unit Recommendations
- Geo-File Verification and Location Alerts
- Note Pads
- Hazardous Alerts
- Interface to ESRI Mapping
- Interface to Records
- Run Cards
Cost
$170,000
2. Additional Aegis' NT for Computer Aided Dispatch (up to 10 concurrent users are licensed) $15,000
- E-91l Interface
3. Aegis' NT Law Enforcement Records Software Base Package (up to 40 concurrent users are licensed) $165,000
(Single-jurisdiction)
- Incident Tracking Module
- Case Processing Module
- Arrest Module
- Property Module
- PersonneVEducation Module
- Computer Aided Investigations Module
- UCR (Federal Reports) Module
- Wants and Warrants Module
- Traffic Tickets and Citations Module
- Accidents Module
- Business Registry Module
(Note: The Law Enforcement Records Base Package includes software for Impounded Vehicles)
4. Additional Aegis. NT Law Enforcement Records Software (up to 40 concurrent users are licensed) $100,000
- Case Management Module
- Pawn Shops Module
- Field Investigation Module
- Gun Permits Module
- Bookings Module
- Index Cards Module
5. Zetron Encoder (Model 20251) (up to 10 concurrent users are licensed) $13,000
6. Aegis. NT Public Safety Interface Software (up to 20 concurrent users are licensed).
- NT StateINCIC Interface Module $25,000
- On-Line CAD Interface to StateINCIC 13,000
,. On-Line Wants and Warrants to StateINCIC $13.000
$51,000
~ As part of the three (3) NCIC interface modules, New World
shall provide Customer 25 completed NCIC screens. Each
additional screen requested from New World by Customer
shall be provided at a cost of $300 per screen.
Phase I software packages or modules will be delivered to Customer prior to October I, 1998 or 90 days
from tl/is Agreement being signed, whichever comes last.
(Rev S,L.&SA 11/95)
Augusta, Georgia
Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 2
Applicati('n Packa~e in Phase 22
7. AegiS" NT Corrections Management Software Base Package (up to 20 concurrent users are licensed)
- Bookings Module (Included as part of Phase I above)
- Custody Tracking Module
- Inmate Tracking and Processing Module
- Inmate Classification Module
- Inmate Property Tracking Module
- Aegis' NT Law Enforcement Records Interface
$80,000
8. Aegis' NT Photo Imaging Interface Software (assumes use of DDS I CompuCapture System)
- Law Enforcement Records $27,000
- Capture Station (1 unit) 14,000
- Display Stations (1-20 units) .lQ,QQ.Q
$51,000
9. Aegis. NT Public Safety Interface Software (up to 20 concurrent users are licensed)
- On-Line Property Check to State/NCIC
$13,000
LICEN:SE FEE TOTAL
Phase 1 Applications
Phase 2 Applications
$514,000
$144.000
$658,000
DEMONSTRA T10N SITE DISCOUNT
(219.400)
TOTAL LICENSE FEES (see note below):
$438,600
NOTE: In c,ddition to the ten (10) concurrent users for Combined CAD and the forty (40) concurrent users for Law Enforcement
Records, the above License Fees also provide Customer twenty (20) additional Query user licenses (occasional use with
no updating capability). The twenty (20) user licenses for Query are provided to Customer at no additional charge.
CO!;t for Additional Concurrent Users
Each additional concurrent user for Aegis@ NT CAD shall cost $10,000. Each additional concurrent user for Aegis@
NT E-911 shall cost $1,000. Each additional concurrent user for the Aegis@ NT Records Base Package shall cost $2,000
each. Each additional concurrent user for the Aegis@ NT NCIC Interface software shall cost $2,000 each. Each
additional concurrent user for the Aegis@ NT Corrections Management shall cost $2,000. An unlimited user site license
is available for all Phase 1 and Phase 2 applications through December 31, 1998 at a cost of $1 00,000.
Year 2000 Compliance
New World certifies that all Exhibit A Licensed Standard Software provided under this Agreement is Year 2000
compliant and that all processing of dates within the software shall occur successfully for dates both prior to and after
January 1, 2000.
Phase 2 software will be delivered to Customer prior to June I, 1999 or 150 days from this Agreement
being ::igned, whichever comes last. if/he delivery of the software is delayed beyond June 1, 1999, New
World shall pay Customer a penalty of $100 per day for each day beyond June 1, 1999.
(Rev S.L.&SA 11/95)
Augusta, Georgia
Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 3
B. License Fee Payment Schedule for Licensed Standard Software and Documentation
Phase t Payments
1. DOWNPAYMENT
C:O% of the total Exhibit A Phase 1 cost-
Invoiced upon receipt of signed Standard
Software License and Services Agreement)
$104,856
2. DELIVERY PAYMENT
(~:O% of each application cost-
ILvoiced after all modules of Exhibit A Phase 1 Licensed
Standard Software package are delivered on Customer's Computer)
$174,760
3. FINAL PAYMENT
(20% of each application cost-
Invoiced 60 days after acceptance of the Phase I
Licensed Standard Software package as defined in Exhibit I)
$69.904
PHASE 1 STANDARD SOFTWARE PAYMENTS DUE:
$349,520
Phase 2 Payments
1. DOWN PAYMENT
(30% of the total Exhibit A Phase 2 cost-
Invoiced upon receipt of signed Standard
Software License and Services Agreement)
$26,724
2, DELIVERY PAYMENT
(50% of each application cost-
Inl/oiced after all modules of Exhibit A Phase 2 Licensed
Standard Software package are delivered on Customer's Computer)
$44,540
3. FINAL PAYMENT
(20% of each application cost-
Invoiced 60 days after acceptance of the Phase 2
Licensed Standard Software package as defined in Exhibit I)
$.ll..8lQ
PHASE 2 STANDARD SOFTWARE PAYMENTS DUE:
$89,080
TOTAL PAYMENTS DUE:
$438,600
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE
PRICING VALID THROUGH JUNE 30.1998
(Rev S,L.&SA 11/95)
Augusta, Georgia
EXHIBIT B
PROJECT MANAGEMENT, INST ALLA nON AND TRAINING SUPPORT SERVICES AND FEES
I. Proiect Manali:ement Services for Phase 1 Applications
New World shall act as Project Manager to assist Customer's management in implementing the Phase I Exhibit A software. This
responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's
manageme:nt and the Customer liaison. Project Management Services for Phase 1 applications include:
(a) a summary level Implementation plan;
(b) a detail level Implementation plan;
(c) re:vised Implementation plans (if required);
(d) monthly project status reports; and
(e) Project Status meetings
. a project review (kickoff) meeting at Customer's location
. progress status meeting(s) will occur during implementation via telephone conference or at Customer's
location; and
. a project close out meeting at Customer's location to conclude the project.
To implement the Phase 1 Exhibit A applications, the project management fee will be $72,000. This includes all New World
travel cost: for Phase 1 Services, including travel required to perfonn services in other Exhibits of this Agreement. Once the
Phase 1 applications are accepted as defined in Exhibit I, any further travel costs by New World personnel for Phase 1 Services
are not included.
2. TJ'aininli: and Installation Support Hours Recommended for Phase 1 Applications
Allocating adequate support service hours for each Phase I application of Licensed Standard Software listed on Exhibit A is not
only recommended but also is critical for a successful installation of and training on each application package. Based on the
Licensed Standard Software listed on Exhibit A, 2SQ hours of New World installation and training support services have been
allocated, A voiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The
recommenC:ed installation and training support services include:
(a) Installation of each package of Licensed Standard Software; and
(b;' Customer training, other on-site support, and/or assistance in testing for each package of Licensed Standard
Software; and
(c) Assistance as Customer is going "live" provided Customer does not unreasonably delay the scheduling of
"live" implementation.
The project management, training and installation support services are perfonned at Customer's premises and/or at New World
national heajquarters in Troy, Michigan (e.g., portions of project management are perfonned in Troy). The 650 hours of support
services may not be exceeded without the written approval of Customer.
3. Support Service Fees Estimate for Phase 1 Applications
The 650 hours of training and installation support services cost has been calculated for Phase 1 applications using a rate of $115
per hour. Additional services are also available at the rate of$115 per hour. This rate is protected for one year from the date New
World executes this Agreement. After one year, Customer shall pay the then-current hourly rate for all Exhibit B support services
rendered.
Based on th,e services suggested above and the time estimated, the project management, training and installation support
service cost for Phase 1 applications will be $146,750. (The 650 hours will include actual employee travel time for Installation
and Training up to but not exceeding four (4) hours per Customer visit.)
(Rev S.L.&SA 11/95)
Augusta, Georgia
Exhibit BJPROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
Page 2
4. Proieclt Mana2ement Services for Phase 2 Applications
New World shall act as Project Manager to assist Customer's management in implementing the Phase 2 Exhibit A software. This
responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's
management and the Customer liaison. Project Management Services for Phase 2 applications include:
(::,) a summary level Implementation plan;
(b) a detail level Implementation plan;
(c) revised Implementation plans (if required);
(cl) monthly project status reports; and
(e) Project Status meetings
. a project review (kickoff) meeting at Customer's location
. progress status meeting(s) will occur during implementation via telephone conference or at Customer's
location; and
. a project close out meeting at Customer's location to conclude the project.
To implement the Phase 2 Exhibit A applications, the project management fee will be $34,000. This includes all New World
travel cosu; for Phase 2 Services, including travel required to perform services in other Exhibits of this Agreement. Once the
Phase 2 applications are accepted as defined in Exhibit I, any further travel costs by New World personnel for Phase 2 Services
are not included.
5. Traininl~ and Installation Support Hours Recommended for Phase 2 Applications
Allocating adequate support service hours for each Phase 2 application of Licensed Standard Software listed on Exhibit A is not
only recommended but also is critical for a successful installation of and training on each application package. Based on the
Licensed Standard Software listed on Exhibit A, 275 hours of New World installation and training support services have been
allocated. A voiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The
recommended installation and training support services include:
(a) Installation of each package of Licensed Standard Software;
(b) Customer training, other on-site support, and/or assistance in testing for each package of Licensed Standard
Software; and
(c> Assistance as Customer is going "live" provided Customer does not unreasonably delay the scheduling of
"live" implementation.
The project management, training and installation support services are performed at Customer's premises and/or at New World
national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy), The 275 hours of support
services may not be exceeded without the written approval of Customer.
6. Support Service Fees Estimate for Phase 2 Applications
The 275 hours of training and installation support services cost has been calculated for Phase 2 applications using a rate of $lli
per hour. Additional services are also available at the rate of $115 per hour. This rate is protected for one year from June 1, 1999
or the date Phase 2 software is installed, whichever comes first. After the applicable one year period, Customer shall pay the
then-current hourly rate for all Exhibit B support services rendered.
Based on the services suggested above and the time estimated, the project management, training and installation support
service cost for Phase 2 applications will be $65,625. (The 275 hours will include actual employee travel time for Installation
and Training up to but not exceeding four (4) hours per Customer visit.)
(Rev S.L.&SA 11/95)
Augusta, Georgia
Exhibit B/PROJECT MANAGEMENT, INST ALLA nON AND TRAINING SUPPORT SERVICES AND FEES
Page 3
7. Additi'JDal Services Available for Phase 1 and/or Phase 2 Applications
Other New World services may be required or requested for the following:
(a) Additional software training;
(h) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New
World technical staff;
(c:) New World Consultation with other vendors or third parties;
(d) Modifying the Licensed Standard Software;
(~:) Designing and programming Custom Software;
(f) Maintaining modified Licensed Standard Software and/or Custom Software.
Customer may request these additional services in writing using New World's Request For Service (RFS) procedure
(or other appropriate procedure mutually agreed upon by Customer and New World).
8. Payments for Phase t Project Manaeement Services
Project Management Services will be billed as follows:
Upon Agreement being Signed
Upon Software Delivery
(as defmed in paragraph B-2 of Exhibit A)
Upon Exhibit F Database Conversion(s)
being loaded on Customer's Computer
Upon Software Acceptance as defined in Exhibit I
$ 21,600
$ 21,600
$ 21,600
$ 7.200
Total:
$ 72,000
9. Payments for Phase 2 Pro)ect Manal:ement Services -- Proiect Start Date (PSD) is tarl:eted as February 1. 1999
Project Management Services will be billed as follows:
Uron Agreement being Signed
Upon Software Delivery
(.~s defined in paragraph B-2 of Exhibit A)
Upon Exhibit F Database Conversion(s)
being loaded on Customer's Computer
Upon Software Acceptance as defined in Exhibit I
$ 10,200
$ 10,200
$ 10,200
$ 3.400
Total:
$ 34,000
10, Payments for Phase 1 and Phase 2 Traininl: and Installation Support Services
All hours for training and/or other installation support services (except Project Management Services in Sections 1 and
4 above) will be billed weekly for services provided in the previous calendar week.
All payments are due no later than 30 days from receipt of invoice.
(Rev S.L.&SA 11/95)
Augusta, Georgia
EXIDBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT
This Standard Software Maintenance Agreement (SSMA) between New World Systems@Corporation (New World) and
AUl:usta. Geor\:ia (Customer) sets forth the standard software maintenance support services provided by New World.
] . S,ervice Period
This SSM}\. shall remain in effect for a period of three (3) years beginning on the date of Phase 1 Exhibit A Software
Acceptance (start date) and ending on the same calendar date three (3) years after the start date. Software Acceptance
is defmed in Exhibit 1. Phase 2 software maintenance payments shall be prorated annually based on the date the Phase
2 Exhibit A software is installed.
2. Services Included
The following services or features are available under this SSMA:
(a)
Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed
Standard Software application packages are supported no longer than twelve (12) months after a new
release is announced by New World);
Temporary fixes to Licensed Standard Software (see paragraph 6 below);
Revisions to Licensed Documentation as part of the software upgrades provided;
Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00
a.m. to 8:00 p.m. (Eastern Time Zone);
Invitation to and participation in user group meetings.
(b)
(c)
(d)
(e)
Items a, b, and c above will be distributed to Customer on electronic media (via CD Rom, phone lines, etc.) or other
means, as appropriate.
Additional ~:upport services are available as requested by Customer using the then-current hourly rates or applicable fees.
Exhibit B has a description of support services available.
3. Maintenance for Modified Licensed Standard Software and Custom Software
Customer lis advised that if it requests or makes changes or modifications to the Licensed Standard Software,
these chan~:es or modifications (no matter who makes them) make the modified Licensed Standard Software more
difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard
Software modified at Customer's request, then the additional New World maintenance or support services provided shall
be billed at the then-current Exhibit B hourly fees plus reasonable expenses.
4. Billin~
Maintenance costs will be billed annually. (Any additional Exhibit B support or service hours and travel costs incurred
are billed weekly for the previous calendar week. Travel costs will not be billed if the Phase 1 and/or Phase 2
applications are not accepted except if they are due to modified Licensed Standard Software and/or Custom Software.)
5. Additions of Software to Maintenance A~reement
Additional Licensed Standard Software licensed from New World after Phase] and Phase 2 of Exhibit A will be added
to the SSMA ninety (90) days after it is installed at Customer's location. Costs for the maintenance for the additional
software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis
thereafter.
(Rev S,L.&SA 11/95)
Augusta, Georgia
Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT
Page 2
6. Requests for Software Correction on Licensed Standard Software
At any time during the SSMA period, if Customer believes that the Licensed Standard Software does not conform to
the current specifications set forth in the user manuals, Customer must notify New World in writing that there is a
claimed defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New
World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must
accompany each notice. New World will review the documented notice and when a feature or report does not conform
to the published specifications, New World will provide software correction service at no charge. (See paragraph 4.0
of the General Terms and Conditions of this Agreement for the New World warranties provided).
The no charge software correction service does not apply to any of the following:
(a) situations where the Licensed Standard Software has been changed by anyone other than New World
personnel;
(b) situations where Customer's use or operations error causes incorrect information or reports to be
generated; and
(c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintl~nance Costs for Licensed Standard Software Packaees
New World agrees to provide software maintenance at the costs listed below for the following New World Licensed
Standard SDftware packages installed at Customer's location:
Application Packa~e - Public Safety
Number of Modules
1. Aegis' NT Combined Law Enforcement/Fire/EMS CAD 7
2. Additional Aegis' NT Software for Computer Aided Dispatch 1
3. Aegis' NT Law Enforcement Records Software Base Package 11
4. Additio:1al Aegis' NT Law Enforcement Records Software 6
5. Aegis' NT Zetron Encoder Interface 1
6. Aegis' NT Public Safety Interfaces Software 4
7. Aegis. NT Corrections Management Base Package 6
8. AegiS" NT Photo Imaging Interface Software 3
TOTAL PHASE 1 LIST COST: $ 514,000
ANNUAL
MAINTENANCE COST: $77.100
(3- Year Plan, billed annually)
TOTAL PHASE 2 LIST COST: $144,000
ANNUAL
MAINTENANCE COST: $ 21.600
(3- Year Plan, billed annually)
TOTAL PHASE 1 AND
PHASE 2 LIST COST:
$658,000
ANNUAL
MAINTENANCE COST: $ 98,700
(3- Year Plan, billed annually)
ALL PAYMENTS ARE DUE TIDRTY (30) DAYS FROM RECEIPT OF INVOICE.
(Rev S.L.&SA 11/95)
Augusta, Georgia
EXHIBIT D
NEW WORLD SYSTEMS@ CORPORATION
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agreement, when accepted and executed by New World, grants the undersigned the pennission to use and/or have limited access
to certain New World Systems@ Corporation (New World) proprietary and/or confidential information
Installed at: AUl!usta. Georl!ia
Located at: 530 Greene Street
Authorized Signature of Customer:
In exchange: for the pennission to use or have access to New World proprietary and/or confidential infonnation, including without
limitation, ll/ew World software and/or documentation, the organization and individual whose names appear below, agree to the
following:
I. No copies in any form will be made of New World proprietary or confidential infonnation without the expressed written consent
of New World's President including, without limitation, the following:
. Program Libraries, whether source code or object code;
. Operatng Control Language;
. Test or Sample Files;
. Program Listings;
. Record Layouts;
. All wril1en confidential or proprietary information originating from New World including, without limitation, documentation
such as user manuals and/or system manuals; and/or
. All New World Product Bulletins and/or other New World Product rclated materials.
2. New World software, New World documentation, or other proprietary or confidential information shall not be used for any
purpOS(: other than processing the record~ of the Customer identified above as pennitted in the Customer's Standard Software
licensE and Services Agreement with New World.
3, The undersigned Third Party agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate
remedies available to New World, If it is detennined that the money damages caused by the undersigned's failure to comply
with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times
the ther.,-current License Fees for the Licensed Software provided to Customer under the Standard Software License and Service
Agreement between Customer and New World,
Agreed and Accepted by Third Party (Organization)
Agreed and Accepted by Third Party (Individual)
Organizatilln:
Individual:
By:
By:
Title:
Title:
Date:
Date:
Accepted and Approved By I'!ew World Systems@ Corp.
By:
Title:
Date:
(Rev S.L.&SA 1 1/95)
Augusta, Georgia
EXHIBIT E
DEMONSTRA TION SITE DISCOUNT
New Wor:!d has provided Customer a significant discount in exchange for the privilege of using Customer's site for
demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees
to act as a jemonstration site for prospective New World customers. Customer also agrees to serve as a reference or
remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration
site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any
type of marketing and advertising campaign for or on behalf of New World.
Should they occur, New World agrees to reimburse Customer for any telephone line costs incurred by Customer in
demonstrations, or travel costs incurred by Customer in demonstrations,
Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the
interruptio:11 to Customer's operations. New World will provide Customer reasonable notice for preparation.
(Rev S.L.&SA 11/95)
Augusta, Georgia
EXHIBIT F
DATA FILE CONVERSION ASSISTANCE
New World will provide conversion assistance to Customer to convert the existing data master files specified below.
Data is to be submitted using a media agreeable to both Customer and New World. Each file converted shall have a
fixed field, fixed record length and fixed block format. An accurate record count must also be provided. Master files
to be conv.erted:
Phase 1 Applications
Current New World master files in active use on Customer's IBM AS/400 for Phase 1 applications with over 250
record:; in a file. New World shall provide the files from the AS/400.
The cost to provide the Phase 1 data file conversion is $30,000. The payment schedule for the conversion is as follows:
1.
DOWN PAYMENT
(60% - due upon execution of Agreement)
$18,000
2.
FINAL PAYMENT
(40% - due upon installation of data file conversion
on Customer's Computer (e.g" data base is loaded
and Software Acceptance as defined in Exhibit T))
$12.000
PHASE 1 PAYMENTS
$30,000
Phase 2 Applications
Customer shall provide flat files for converting the following data from their current system.
A booking file for Corrections Software
A charges file for Corrections Software
A master name (Jacket) file for Corrections Software
The cost to provide the Phase 2 data file conversion is $ 15.525. The payment schedule for the conversion is as follows:
1.
DOWN PAYMENT
(60% - due upon start of project)
$ 9,315
2.
FINAL PA YMENT
(40% - due upon installation of data file conversion
on Customer's Computer (e.g., data base is loaded
and Software Acceptance as defined in Exhibit I))
lllli!
PHASE 2 PAYMENTS
$15,525
TOTAL PAYMENTS DUE FOR
DAT A FILE CONVERSION (Exhibit F)
$45,525
(Rev S,L.&SA 11/95)
Augusta, Georgia
EXHIBIT G
CUSTOM SOFTWARE REOUESTED BY CUSTOMER
Using Exhibit B services, New World shall review Customer's existing forms in use and shall provide customized forms
as specified by Customer. Each custom form specified by Customer is estimated to cost an average of$2,300 per form.
The actual number of forms to be customized will be documented in the detail implementation plan provided to
Customer by New World as part of Exhibit B Project Management Services. Customer shall approve in writing each
form to be customized.
The cost of each approved form shall be billed as follows:
50% upon written approval of the form.
50% upon acceptance of the custom software for the form (see Exhibit I).
Custom software is provided with a 60-day no charge correction period from date of delivery. During this period,
software corrections (if any) to Custom Software are provided at no charge via electronic media (phone line or CD Rom).
Customer is requested to test and evaluate all Custom Software upon delivery. A Customer-requested change in the
format from the approved form is handled as a change order, not as a no-charge correction.
(Rev S.L.&SA I 1/95)
Augusta, Georgia
EXHIBIT H
EXHIBIT A PHASE ONE SOFTWARE CAPABILITIES
New World affIrms that the Phase I Licensed Standard Software in Exhibit A shall provide similar or comparable
features a::ld capabilities to the currently installed AS/400 Computer Aided Dispatch (CAD) software and Law
Enforcement Records software. The currently installed AS/400 software is also provided by New World. New World
also affIrms that CAD Mapping will be an additional standard feature in the Licensed Software that is not available in
Customer's AS/400 software.
Customer affIrms that they understand and recognize that the Aegis/NT version of the Phase 1 Licensed Software is
completely new and different than the AS/400 software currently in use and that while comparable features and
capabilitie~; are expected, Customer is required to train their staff and personnel on the Aegis/NT Licensed Software
utilizing E:<hibit B Support Services.
(Rev S,L.&SA 11/95)
Augusta, Georgia
EXHIBIT I
LICENSED SOFTWARE ACCEPTANCE
Each appli'~ation of Licensed Software from Exhibit A shall be deemed to have met successful software acceptance upon
the succes~,ful completion of either Criteria 1 or Criteria 2 (listed below) whichever occurs first. If Criteria 2 is used,
software acceptance is successful unless the Licensed Software application contains a warranty defect which substantially
impairs the value and Customer's use of the Licensed Software. For either Criteria I or Criteria 2, any claimed defects
must be documented in writing as set forth in Exhibit C.
Criteria 1: Software in Live Active Use
Successful Performance of each application of Licensed Software delivered shall be deemed to have occurred at the time
Customer begins using the application of Licensed Software to produce data or output which is distributed for actual
use and/or otherwise used as "live data".
Criteria 2: Representative Data and Transaction Test
Using Exhibit 8 support service hours, New World shall assist Customer in conducting the following software
acceptance test:
Following published specifications using established procedures and controls from Licensed Documentation, the test
criteria includes:
(i) the successful entering and editing of a representative sample of transactions;
(ii) the successful processing of a representative sample of file maintenance transactions for the master file
transactions;
(ii i) the successful generation of standard output reports; and
(iv) meeting the satisfactory performance levels for Licensed Software defined in Section E of Exhibit 1.
Testing under Criteria I may be completed before Customer has gone "live" on the application. New World may elect
to use Criteria 2 if the Licensed Software has not been accepted under Criteria 1 within 150 days from the Phase 1
Licensed Scftware installation on Computer or 150 days from the Phase 2 Licensed Software installation on Computer.
If Criteria 2 is used, Customer agrees to provide the requisite resources to timely complete the software performance
test procedure, If Customer unreasonably delays the start of the Criteria 2 test procedure for more than fourteen (14)
calendar days beyond the] 50 day period from installation, then successful software performance shall be deemed to have
occurred for that application of Licensed Software on the fifteenth (15th) day after the 150 day period for Phase 1 or
Phase 2, as applicable.
(Rev S,L.&SA 11/95)
Augusta, Georgia
EXHIBIT J
RECOMMENDED COMPUTER (SERVER) AND WORKSTATION (CLIENT) CONFIGURATION
To install and operate the Phase 1 Exhibit A Licensed Software, New World recommends the following minimum
configurations for the Computer (Servers) and desktop workstations (Clients).
A. DA T A BASE SERVER HARDWARE AND SYSTEM SOFTWARE
1. Data Base Server - Minimum Recommended Configuration
- 768 MB Memory
- 45.5 GB Disk Storage (30.4 GB Usable)
- Server RAID V PCI Adapter
- (1) 266 MHz Pentium Pro Processor with 1 MB L2 Cache
- 20/40 GB DL T Internal SCSI Tape Drive
- Server SMP Integrated Processor Card
- 10/100 EtherJet PCI Adapter
- Advanced Systems Management Adapter
- I/O Ports: (2) Serial; (I) Parallel; (1) Keyboard; (1) Mouse
- (4) 9 pin Serial Ports for communications
- Base 8X IDE CD-Rom
- 3 Year Warranty
- 15" Color Monitor
2. Un interruptible Power Supply
(1) APC Smart-UPS 1400
- Requires 120V Input
- 1 Year Warranty
3, Modem
(1) US Robotics V.Everything
- 56k Analog Modem
- 1 Year Warranty
4. System Software for Data Base Server
- Microsoft NT 4.0 ..............,..................... 60 Concurrent Users
- McAfee anti-Virus 3.0
- Timbuktu Pro 1.5 for NT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 60 Users
- Cheyenne StorageSuite 6.5
(Rev S.L.&SA 11/95)
Augusta, Georgia
Exhibit J / Recommended Computer (Server) and Workstation (Client) Confieuration
Page 2
B. APPLICATION SERVER HARDWARE AND SYSTEM SOFTWARE
1, Application Server -- Minimum Recommended Configuration
- 512 MB Memory
- 27.3 GB Disk Storage (18.2 GB Usable)
- RAID V PCI Adapter
- (2) 266 MHZ Pentium Pro Processor with 1 MB L2 Cache
- 20/40 GB DL T Internal SCSI Tape Drive
- Server SMP Integrated Processor Card
- 10/100 EtherJet PCI Adapter
- Advanced Systems Management Adapter
- I/O Ports: (2) Serial; (1) Parallel; (1) Keyboard; (1) Mouse
- Base 8X IDE CD-Rom
- 3 Year Warranty
- IS" Color Monitor
2. Modem
(1) US Robotics V.Everything
- 56k Analog Modem
- 1 Year Warranty
3. System Software for Application Server
Microsoft NT 4.0 ...............................,..... 60 Concurrent Users
Cheyenne StorageSuite 6.5
McAfee Anti-Virus 3.0
C. WORKSTATION CONFIGURATION (CLIENT)
1. CAD Workstations -- Combined Call Taker/Dispatcher
- 333 MHZ Pentium II
- (3) 17" SVGA Monitors
- 96 MB RAM
- 4 GB Hard Drive
- Windows NT OS
2. CAD Workstations -- Call Taker Only
- 333 MHZ Pentium II
- (1) 17" SVGA Monitor
- 96 MB RAM
- 4 GB Hard Drive
- Windows NT OS
3. CAD Workstations -- Dispatcher Only
- 333 MHZ Pentium II
- (2) 17" SVGA Monitors
- 96 MB RAM
- 4 GB Hard Drive
- Windows NT OS
(Rev S.L.&SA I 1/95)
Augusta, Georgia
~
Exhibit J / Recommended Computer (Server) and Workstation (Client) Configuration
Page 3
4. RMS / Other Workstations
- 266 MHZ Pentium II
- (I) 17" SVGA Monitor
- 64 MB RAM
- 4 GB Hard Drive
- Windows NT/96/98 OS
D. ADDITIONAL CONFIGURATION INFORMATION
1. Upon final configuration of the Data Base and Application Servers, Customer shall have these units
shipped to New World no later than forty-five (45) days from execution of this Agreement. New World
will load the Exhibit A Licensed Software and System Software on the Computer and will deliver the
Computer to Customer. The fee for these services is $5,000 and includes three (3) days of on-site
installation support services. Travel expenses are billed under the provisions of Exhibit B. The party
shipping Computer and/or materials shall be responsible for any loss incurred in the transportation of the
Computer or materials while in transit.
2. Due to the large variety of PC networking options and the complexity of some networks, Customer may
require additional support from New World or some other source to establish connectivity of network
computers with the Data Base and Application Servers. If Customer requests the connectivity support
from New World to connect PC devices to the NT server, the additional network installation support will
be billed at a rate of $125 per hour with a minimum of $1,000 per day if support is requested at
Customer's location. Connectivity Support includes telephone consultation if the support is not provided
at Customer's location. Travel expenses are not included. Any travel to be mutually agreed upon by
Customer and New World. Any additional software or hardware required in support of the network will
be at Customer's expense.
3. A detailed study of the Richmond County Sheriff's Department's current environment may reveal the need
for additional hardware and/or software for purposes of connectivity,
Operating System and Database software costs are based on the number of concurrently signed-on users.
Verification of the number of concurrent users is required, as the price may vary from the above estimate.
4. The above configurations are subject to confirmation prior to contract execution.
E, PERFORMANCE WARRANTY ON HARDWARE CONFIGURATION
At such time as the Phase I Exhibit A Licensed Software goes into "live operation" on the above recommended
configuration, New World shall assist Customer (if required) in adjusting or tuning the servers and
workstations to deliver favorable performance levels for the Licensed Software. Customer is responsible for
any network performance.
Satisfactory performance levels for Phase I Licensed Software are defined as:
I. For CAD, 70% of the transactions should occur in under 1.5 seconds and 95% of the transactions in under
3.0 seconds. Ifa map is generated for an incident dispatch, over 90% of the map displays should appear
in less than 4 seconds and 98% in less than 10 seconds. No transaction in CAD should require more than
15 seconds.
Response time is defmed as the time between the depression of the last key stroke and the appearance of
the data or image on the user (operator) screen.
(Rev S.L.&SA 11/95)
Augusta, Georgia
,
Exhibit J I Recommended Computer (Server) and Workstation (Client) Confieuration
Page 4
2. For Records Management, 70% of the transactions should occur in 2 seconds or less, 95% of the
transactions in under 5.0 seconds, and the remainder in 15 seconds or less. The exceptions on response
times for Records Management are reports or inquiries which search large amounts of data where a high
speed response is not reasonably expected. No transaction except as noted should require more than 15
seconds.
Response time is defmed as the time between the depression of the last key stroke and the appearance of
the data or image on the user (operator) screen.
3, To receive configuration tuning assistance at no cost from New World, Customer must request the
assistance no later than 30 days from the Exhibit A Phase 1 applications going live, but only if Customer
can document if the above satisfactory perfonnance levels are not being met. No other applications other
than CAD and Records Management (Phase 1 applications) can be operational on the servers or
workstations if Customer claims unsatisfactory perfonnance. New World shall have 60 days after
notification of unsatisfactory perfonnance to improve perfonnance to a satisfactory level. This includes
unlimited access to the server and workstation configurations and Licensed Software at any time of day
during the 60-day period, Access can be on-site or remote via modem.
4. If satisfactory perfonnance as defined above cannot be achieved within the 60-day correction period, New
World shall provide additional server or workstation hardware or System Software at its cost to achieve
satisfactory perfonnance as defined above. New World's cost for adding hardware or System Software
shall not exceed $50,000. If Customer has obtained the equipment or System Software directly as part
of the initial procurement of these items, they shall also pay for the upgrades and New World will apply
the upgrade costs as future credits against amounts owed New World, Credits shall not exceed $50,000
and all amounts claimed for hardware or System Software must be documented in writing by Customer.
(Rev S.L.&SA 11/95)
Augusta, Georgia
AGREEMENT AND AUTHORlZA TION
FOR PROCUREMENT
OF ORACLE PRODUCTS AND SERVICES
June 4, 1998
This agreement (Agreement) between Augusta, Georgia (Customer) and New World Systemsll> Corporation,
(New World) is to cover the procurement of Third Party products and services by New World for Customer.
The attach,~d configuration (Exhibit 1) describes the Third Party products and services that Customer will be
obtaining through New World. By their written approval below, Customer authorizes New World to order the
Exhibit I products for delivery to:
d.Jlgusta Georgia
5~~0 Greene Street
Augusta, GA 30911
Upon exec'lltion of this Agreement, a down payment of 40% of the Exhibit 1 cost is due. Upon delivery and
installation of the Third Party products, Customer agrees to pay the outstanding balance within thirty (30) days.
Customer is responsible for the site preparation. New World shall install these products as part of the SUllPOlt
services provided in the June 1998 Standard SQ(tware License and Services Agreement. Install means one copy
on the Computer (Server) and one copy on the Workstation (Client).
After execu,tion of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of
both partie~,. If a change order in the configuration requires additional costs, New World shall notify Customer
of the addi1ional costs and with Customer's approval, these costs shall be borne by Customer. Without such
approval, the change order will not be processed.
Based on having done business with Oracle previously, Customer shall or may be required to execute selected
Oracle Agre:ements promptly and New World shall not confirm with Oracle the ordering of any Exhibit 1 products
without Customer's authorized signature on the Oracle Agreements. Customer shall receive the benefit of all
warranties, services, etc. provided for in the Oracle Agreements.
APPROVED:
NEW WOULD SYSTEMSII> CORPORATION
By: !/t{(,f2.,/ .D. ~ / /vll/tZ 6e/l.
Slgn.tur'{~d ~
Title: E~ I ~
Date:
t5b- l2-98'
Title:
Date:
~ne /~ /~f8
.
Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on
behalf of the organization for which (s)he represents and that all the necessary formalities have been met,
(AA3RD OSNS)
Augusta, Georgia
AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF ORACLE PRODUCTS AND SERVICES
June 4, 1998
EXHIBIT 1
CONFIGURATION
1. Oracle Runtime NT Server Database Software
60 concurrent users at $395 each
$23,700
NOTE: This includes the runtime Oracle Database Software for use with New World Systems' Aegis/NT solution. New World
will invoice Augusta for the annual Oracle Technical Administrator Fee annually beginning on December 1, 1999.
Currently, this fee is $40 per concurrent user license.
(AA3RD 05/95)
Augusta, Georgia
AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF ESRI PRODUCTS AND SERVICES
June 4, 1998
This agreement (Agreement) between Augusta, Georgia (Customer) and New World Systems~ Corporation,
(New World) is to cover the procurement of Third Party products and services by New World for Customer.
The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be
obtaining fhrough New World. By their written approval below, Customer authorizes New World to order the
Exhibit 1 products for delivery to:
&tgusta Georgia
530 Greene Street
Augusta, GA 30911
Upon execution of this Agreement, 100% of the Exhibit 1 cost is due within 30 days.
Customer is responsible for the site preparation. New World shall install these products as part of the support
services provided in the June 1998 Standard Software License and Services Agreement. Install means one copy
on the Con:puter (Server) and one copy on the Workstation (Client).
After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of
both parties. If a change order in the configuration requires additional costs, N ew World shall notify Customer
of the addilional costs and with Customer's approval, these costs shall be borne by Customer. Without such
approval, tbe change order will not be processed.
Based on having done business with ESRI previously, Customer shall or may be required to execute selected ESRI
Agreements promptly and New World shall not confirm with ESRI the ordering of any Exhibit 1 products without
Customer'n authorized signature on the ESRI Agreements. Customer shall receive the benefit of all warranties,
services, etc:. provided for in the ESRI Agreements.
APPROVED:
NEW WOllLD SYSTEMS~ goRPORATION
By: Mt<.~ t2 yO, M f ;V?Ve 6~/(
s;gnatu,.c24&, ~
Title:~?~ I c&u/
Title:
Date:
00-22-9~
Date:
dttl(e/~ /f'ltf
.
Each indivi,~ual signing above represents that (s)he has the requisite authority to execute this Agreement on
behalf of thl~ organization for which (s)he represents and that all the necessary formalities have been met.
(AA3RD 05/95)
Augusta, Georgia
AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF ESRI PRODUCTS AND SERVICES
June 4, 1998
EXHIBIT 1
CONFIGURATION
1. ESRI MapObjects Software
20 concurrent users at $150 each
$3,000
. .
. '
NOTE: ES1U MapObjects Software would not require a maintenance agreement when used in conjunction with New World
System's AegisINT solution. The Customer would be responsible for any ESRI upgrades if required. Currently, this
fee is $40 per concurrent user.
(AA3RD 05/95)
Augusta, Georgia