HomeMy WebLinkAboutRevenue Systems,Inc.
Augusta Richmond GA
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DOCUMENT TYPE: ~~
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PURCHASE AND LICENSE AGREEMENT
Between:
And the Customer:
Revenue Systems, Inc..
2001 Westside Drive
Suite 100
Alpharetta, GA 30004
Augusta, Georgia
530 Greene Street
Augusta. GA 30911
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a Georgia Company
Revenue Systems, Inc. (RSI) agrees to sell to Augusta, Georgia (Customer), and Customer agrees to
purchase from RSI, at the prices and upon the terms and conditions set forth herein, the following products
and services, collectively referred to as the "System":
1. Equipment
2. Software
3. Training
4. Installation of Application Software
1. EQUIPMENT
(a) RSI will provide the electronic data proceSsing equipment (collectively, the "Equipment') itemized in
Attachment A, to work with the, Systems Software and the Applications Software to provide an
integrated solution. RSI warrants that the Application and Third Party Software shall operate on the
HP9000 Model K450 owned by Customer (hereinafter the Licensed Processor) as provided by 2 (1)
hereof.
(b) Subject to the limitations set forth herein, RSI warrants that the Equipment will be, on the date of
delivery to Customer's premises, in good working order and shall, for a period of at I~ast one year
thereafter (or longer if the manufacturer so offers) perform in accordance with the specifications for its
operation. During the warranty period, RSI will make all necessary adjustments, repairs, and
replacements required to maintain the Equipment in good working order and repair in conformity with
this warranty. This warranty shall not, ho~ever, extend to the adjustment, repair, or replacement of the
Equipment, or any item thereof, which may be required or caused by accident,neglect, mis'use, failure
of electrical power, lightning, transpo'rtation after delivery and installation, or other causes or events
other than ordinary use by the Customer.
Because the warranties on Hardware, are those of the manufacturer, there may be minimal fixed annual
fees to extend the manufacturer's depot warranties to an onsite basis.
2. SOFTWARE
(a) LICENSE.
In consideration of the purchase price, RSlagrees to provide to Customer, upon the terms and conditions
set forth herein, the following:
(1) Copies of the RSI Applications Software products listed in Attactiment B (the "Software') in OBJECT
FORM, inclusive of media (e.g. magnetic tape, diskettes, etc.).
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Purchase and License Agreement
(2) Non-exclusive license for the use of the software on the Licensed Processor described in 1 (a) above.
Such license shall continue in perpetuity so long as the Licensed Processor does not change from that
manufacturer and series, including any upgrades as provided in 2 (i)
(3) Access to that software, and the database created by it, by multiple users (the Licensed Users) in
accordance with 2(b) below.
The number of such Licensed Users shall be construed to mean the maximum number of concurrent
users (simultaneously accessing the software) designated by the Customer (whether terminal or
Personal Computer ("PC")), and whether readlwrite or read only), which number shall be not less than
the number of workstation devices whose primary function involves use of the Licensed Software
and/or the Database created by the Software.
(4) Documentation, in the form of copyrighted supporting narrative descriptions and operating instructions.
(b) PRICING.
License is offered on one of two bases, depending on the product, as shown in Attachment B:
(1) If the Software product is licensed on the basis of a per-user cost, then the Customer understands and
agrees that there will be a software license fee billable to the Customer associated with each and every
licensed user, as defined in 2(a) (3) above, that is installed initially or that may be added in the future.
The Customer has the obligation to so notify RSI at the time of such addition.
The per-user incremental cost for add-on users Of appiicable) is the software manufacturer's published
variable, subject to change from time to time with 90 days notice to the Customer.
(2) In the case of this contract only, the eventual product used by the Customer is expected to be the
Client/Server GUI-based version of the Property Tax system currently under development at RSI, and
the Customer has agreed to be the "beta" site for the initial implementation of this product. In
recognition of its contribution, the Customer will,be entitled to the favored price herein, and further shall
enjoy a "site license" for the use of this product, meaning unlimited users.
Since the Customer is providing its own processor to be the Licensed Processor, there shall be a Systems
Responsibility fee (shown on Attachment A.). Systems Responsibility is defined as examining and defining
the specific "personality" of this system in this site used for this application, together with all the versions of
the system and application software, and assuming responsibility for equivalent operation on the target
, system.
If the Customer provides its own processor to be the Licensed Processor, there mayor may not be a
Porting fee (shown on Attachment A. if it applies). Porting is defined as the. process of moving the
Applications Software source code from a processor on which it is operational and which RSI maintains in
its development group, to a processor which does not fit that description, and the recompiling and making
operational ofthe Software, on that new platform. Only UNIX-based systems will be considered for porting.
(c) TITLE.
, Title to the Software and all rights therein, including applicable patents; copyrights, and any and all
modifications made initially or at a later date, by RSI, for the benefit of the Customer, shall remain vested in
RSI or in the original manufacturer in the case of Software for which RSI is a dealer. No title or interest in
the intellectual property of RSI shall accrue to the Customer by virtue of being a user.
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Purchase and license Agreement
Customer agrees to sign any reasonable software license forms from any original vendors (other than RSI)
for the packages listed in Attachment A and/or B. Customer acknowledges that it expects to accept similar
obligations towards such original vendors as were accepted herein in respect to products of RSI.
(d) COPYRIGHT.
Customer agrees to reproduce and include RSI's copyright notice on all copies, in any form, including
partial copies, of the Software and any modifications and adaptations thereof, whether in media form or as
Documentation such as a User Guide.
Where the Software is the product of an original vendor other than RSI, Customer agrees to follow the
instructions in that vendor's license agreement.
(e) CONFIDENTIALITY
Customer acknowledges that RSI has a proprietary interest in the Software, and agrees to hold and use the
Software in confidence and will not sell, disclose or otherwise make the Software available to others.
Customer agrees that it will not copy the Software in whole or in part without the prior written consent of
RSI, except in connection with the use of the Software on the Licensed Equipment, and then only for
Customer's own internal data processing needs.
(f) SOFTWARE WARRANTIES
Subject to the limitations set forth herein, RSI warrants that the Applications Software itemized on
Attachments A and B and as modified to meet the Customer's needs will meet or exceed the accepted
specifications of this document, together with all of its Attachments and inclusions by reference, unless
specifically excluded.
For twelve months following the Production Use of each System, RSI will make all program changes
necessary to cause proper operation, correct errors and assure compliance with accepted specifications.
Specifically excluded are changes necessary as a result of legislated or mandated requirements by a
higher governmental body subsequent to the date of this contract. This warranty is to correct errors and
meet specifications and shall be void with respect to the applicable part or item of the System if at any time
the Customer attempts to make any change to that part of the System.
(g) SOFTWARE SUPPORT AGREEMENTS
RSI shall furnish support to the Customer during the warranty period specified in Attachment C (the Support
, Warranty period) at no additional charge to the Customer. Support shall include telephone and modem
support, and on site visits within 24 hours if necessary. After the warranty period, if an onsite visit should
become necessary, reasonable travel costs and expenses are billable to the Customer. The services
provided during the period of Support Warranty are accomplished by the automatic issuance of a full
Software Support Agreement, dated as of the time of Production Use of each System, reflecting no cost for
the Warranty Period.
After the warranty period, RSI will provide support under extensions of that contract at the Customer's
option. Support will be available to the Customer at the published prices of RSI then in effect for all users of
the Applications purchased by the Customer.
(h) SOFTWARE MAINTENANCE
, The Customer shaU be entitl.ed to participate in the User's Group/s for those applications that it has
purchased. By participation in those groups, general enhancements elected and implemented by that group
will be available on a reasonably equivalent and equitable basis, plus any special costs of porting and
integrating into the Customer's System, if any.
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Purchase and License Agreement
Beyond the delivery of the contracted System, the Customer will bear the entire costs of modifications or
enhancements made in the future for' the exclusive benefit of the Customer, which modifications and
enhancements shall be made at a mutually agreed upon cost approved in writing by both parties.
(i) RELlCENSING.
From time to time in the future, it is reasonable that the Customer may wish to upgrade its equipment
configuration by the substitution of new generations of processors, while maintaining its applications
software. RSI has policies that allow and support this migration, and still assure a sound and fully featured
solution.
The software relicense allows the exchange of processors and the extension of the license to that new
processor. The Customer understands and agrees that RSI does maintain published policies on relicensing
which may involve additional costs for any or all of the following factors and any others that evolve in the
future:
(1) A Base Charge
(2) Per-user charges if the product is sold on that basis. Such charges will not exceed 15% of the per
user charge in effect at the time of relicense and may also involve one or more of the following:
(3) A Systems Responsibility fee as defined in 2(b) above.
(4) A Porting fee as defined in 2(b) above.
(5) Conversion of data files.
So long as the Customer continues to operate on the same family or series, no relicense is necessary.
(j) OTHER REQUIREMENTS
Both versions of the Applications Software depend on the presence of the INFORMIX Relational Database
Manager. Specifically, INFORMIX SQL, Online Engine, ESQUC, and Connect must be provided under this
agreement or otherwise provided by the Customer in the development version for the Licensed Processor.
(k) FOREIGN EQUIPMENT
The Applications Software licensed herein demands a very specific performance from the associated
peripheral equipment. The certified hardware being supplied by the Customer for this contract is shown on
Attachment G. No substitutions of. other devices or manufacturers can be made without written
acknowledgment from RSI that the subject peripheral is acceptable to the software. RSI shall have NO
RESPONSIBILITY for the operation of that peripheral unleSs this rule has been observed.
(I) SOURCE CODE
For the protection of the Customer, the Source Code to all products licensed to the Customer under the
terms of this Agreement (and any updates or new releases to those products)(collectively, the "Product
Source Codej shall be maintained in Escrow at all times, at no expense to, the Customer, and will be
released, to the Customer by the Escrow Agent (subject to the terms of this paragraph and as described
below) in the event of the occurrence of one or more of the following:
(1) RSI, its successors or assigns, fails to perform any of its obligations and representations under the
terms of this contract or any modification' or amendment thereto, or any software maintenance
contracts for the. products licensed under the terms of this Agreement now existing or entered into at
any future time, if such failure to perform continues for more than thirty (30) days after receipt of notice
from the Customer of such failure specifying the nature of such failure, or
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(2) in the event RSI, its successors or assigns, files or is placed into bankruptcy under any. Chapter of the
U.S. Bankruptcy code, or files for protection from creditors under any state or federal law, or is placed
into receivership. .
Upon the occurrence of any of the above set out events, and upon filing of an affidavit by the governing
authority of the Customer with the Escrow Agent herein below set out stating that such event has occurred,
then Escrow Agent shall release to the Customer or its agent duly authorized in writing to receive same a
copy of the Product Source Code attributable to such failure, on a product by product basis. By way of
example and without limiting the foregoing, in the event that this Agreement is amended to license to the
Customer two separate software programs and in the event that an uncured failure to perform as described
above occurs with respect to only one of such programs, then the Customer shall be entitled to receive the
Product Source Code of the one such program and not the others. Upon the release of such portion of the
Product Source Code, then the Customer shall have a right and license to use such portion of the Product
Source Code for internal use only for the purposes of curing any failure described above and for no other
purpose. Without limiting the foregoing, the Customer shall not have any right to license or otherwise
distribute any portion of the Product Source Code to others. Without limiting any other obligations
described in this Agreement, the Customer shall treat all portions of the Product Source Code released to
the Customer as a trade secret within the meaning of the Georgia Trade Secrets Act. The Escrow Agent of
record shall be Mr. William G. McDaniel, Attorney at Law, PO Box 14046, Atlanta, Georgia 30324, whose
telephone number is 404-607-1372, or his successor Escrow Agent. This release of Source Code shall be
a right under the terms of this contract and shall not act as a release or waiver of any other rights of any
party under the terms of the contract. . '
From time to time, it may be necessary to transfer interim or finished Source Code to the Customer's
system for recompilation or other purposes. It is hereby understood, that in so doing, NO SOURCE CODE
RIGHTS ADHERE TO THE Customer, and the Customer assures RSI that its interests will be protected to
the maximum extent possible. Accordingly, no Customer employee or third party will be knowingly given
access by the Customer to the Software's source code, either for review or for copying or for any other
purpose. Customer personnel will be so instructed.
The Customer.may, at any time, obtain non-exclusive rights to use and 1T!0dify the Software's source code
for its own needs within the Customer organization, but shall have no rights of ownership and may not
distribute or disclose the programs to any third party. The cost for that full access to the source code shall
be reasonable, but will represent the exposure by RSI to unauthorized release of the product and for the
liability to maintain the source code to current Software release levels.
3. TRAINING
(a) RSI shall provide to Customer training of the type and in the amount so specified in Attachment C,
at the cost specified in Attachment A. This Training will be provided at a site and on a schedule
mutually 'agreeable to the Customer's staff and RSI staff.
(b) In addition to the training and support above, RSI agrees to provide to the Customer the technical
assistance, if any outlined in Attachment C in connection with the installation and operation of the
System. Unless Attachment C specifically states "onsite", the technical assistance may, by mutual
agreement between the Customer and RSI, be provided at either RSI, the Customer's premises, or
a designated site during the normal hours of work then prevailing at that site.
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4.
DELIVERY AND INSTALLATION
(a)
If so indicated on Attachment A, the Purchase Price specified herein includes delivery of the
System to Customer's premises. RSI shall bear all risk of loss or damage to the System and any
part thereof at times prior to delivery of the System to Customer's premises. Upon delivery of the
System or any part thereof to Customer's premises risk of loss or damage to such delivered
System or part shall pass to and be borne by Customer.
(b)
If so indicated on Attachment A, RSI shall install the System at the Customer site at the price
indicated during any reasonable time, so long as such access will not detrimentally impact normal
operation at the Customer; provided no permanent building modifications are required and
provided Customer shall furnish labor as may be necessary for the placement and unpacking of
the system at Customer's premises. Supervision of unpaCking and placement of the System shall
be furnished without charge by RSI.
5.
TECHNICAL ASSISTANCE
(a)
Any technical assistance requested by Customer in excess of or outside of (1) the Hardware
Warranties in 1.b. above, (2) the Software Warranties in 2.1. above, and (3) the training allocation in
3. above, shall be furnished to Customer by RSI at its then prevailing standard rates and charges,
but not to exceed its standard publiShed charges as of the date of the Contract, plus an escalation
allowance computed as the cumulative effect of 7% per year from date of contract. Other travel
costs and expenses will be billed on a direct reimbursement of costs basis. Customer agrees to pay
such charges upon receipt of invoice.
(b)
All technical assistance, both hardware and software, shall be available 7 days a week, 24-hours a
day. Outside of normal office hours of 8:00 AM to 6:00 PM EST, Monday through Friday, the
answering service will dispatch to pager-equipped staff. Response by telephone is to be no more
than one hour, and response by modem into the system, if required, no more than two hours from
initial call for assistance.
RSI shall be obligated to support such equipment and software, on separate hardware
maintenance and/or software support contracts, for a period of no less than five (5) years from date
of Production Use of each system, if the Customer so wishes (at rates to be negotiated each year)
so long as the agreements are not in default.
COMMENCEMENT, TERM, AND. TERMINATION
'This agreement shall commence on the date of execution and acceptance by RSI and shall continue for so
long as the licenses are in use by the Customer, unless earlier terminated as provided below. The
obligation of the Customer to protect the proprietary interests of RSI as to non-<lisclosure shall survive any
such termination. '
Prior to final acceptance of the Software, either party shall have the right, at its' option, to terminate this
agreement and any license, granted hereunder, upon written notice to the other party if such other party,
whether by default or circumstances beyond its control, fails to perform any of its obligations under this
agreement, which failure has not been corrected within thirty (30) days after receipt of written notice thereof.
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Upon any such termination:
(a) The Customer agrees to retum to RSI all unacceptable licensed software programs, related
documentation, and copies of such programs and documentation in the forms provided by RSI or
as modified by RSI and to make no further use thereof.
(b) RSI agrees to refund to the Customer that amount of the license fees for unacceptable software
and modifications, prepaid maintenance fees and other related charges as listed in Schedule A.
No delay or failure of either party to exercise any right or remedy will operate as a waiver thereof.
7. ACCEPTANCE OF THE SYSTEM
Final acceptance of Software shall be deemed to have occurred upon:
(a) The system being in full operational use, according to the purposes intended and the specificati~ns
provided by Customer in Attachment B, or
(b) Claim from RSI that it believes the system to be ready for such, and the absence of any valid
uncured fault claimed by the Customer in writing.
Such acceptance shall not be unreasonably withheld.
8. PAYMENT
(a) Customer agrees to pay to RSI as the Purchase and License price for the System the amount
indicated on Attachment A, under the terms indicated on Attachment D.
(b) Title to the Equipment shall pass to the Customer (or to its third party lease agent) only upon
payment in full of the purchase price by the Customer (or its third party lease agent). Until such
time, RSI shall have and retain a security interest in and title to the Application Software.
9. CHANGES
In the event the work to be performed by RSI incident to the definition, design, installation or implementation
, of the system or any part thereof shall be changed due to: ,
(a) erroneous, incomplete or inaccurate information furnished to RSI by the customer relating to the
application, use, definition or design ofthe Software in Customer's operations; or
(b) the:volume of data generated by Customer's business operations to be processed by the System
shall substantially increase or be discovered to be greater than as shown on the applicable
Attachments; or
(c) changes requested by Customer in the configuration, capabilities, function, definition or design of
the System from that set forth herein and in the Attachments;
, then in any of such events RSI may, at its option, either:
(d) If agreed to by Customer, inwrlting, make such changes in the definition, design, installation or
. implementation of the System, or any part thereof, as shall be required by any of the foregoing
events and be paid for all work incident to such changes at RSI's standard rates and charges
therefor then in effect, which Customer agrees to pay; or
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(e) If agreed to by Customer, in writing, continue performance of this Agreement without regard to the
occurrence of any of the foregoing events and be relieved of all liability or responsibility for making
or installing any other changes in the definition, design, installation or implementation of the
System, or any part thereof, required by any such events; or
(1) Cancel and terminate this Agreement.
10. SUPPLIES
All supplies, including, without limitation; forms, ribbons, tapes, diskettes and like supplies, for use with the
System are to be provided by the Customer at its own cost and expense and are to meet specifications as
, set forth by RSI or the original manufacturer of the peripheral.
11. RESPONSIBILITIES OF CUSTOMER
,In order to enable RSI to more effectively perform its obligations hereunder, Customer will:
(a) Provide Installation facilities, including space, electrical power, any special cable requirements,
heating, air conditioning and ventilation, at its expense.
(b) .Wlthin five (5) days following the execution of the Agreement, designate an individual as the sole
representative of the Customer who shall be authorized to make decisions, approve plans and
grant requests on behalf of the Customer as may be reasonably necessary in the definition and
implementation of the Softw~re orin the selection of Equipment.
(c) Gather, with the assistance of RSI, and furnish to RSI, all necessary information as requested by
RSI for the proper final definition of the Software.
(d) Purchase and furnish such magnetic tapes, diskettes, printer ribbons, forms and other supplies as
are necessary for the operation of the System.
(e) Provide to RSI full and free access to the System at all reasonable times to allow RSI to perform its
obligations hereunder, so long as such access will not detrimentally impact normal operation at the
Customer.
(1) Fully cooperate with RSI by, among other things, making available as reasonably required by RSI,
management decisions and personnel in order that the work of RSI, may be properly accomplished.
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(g) . Promptly upon' execution of the Agreement, commence the conversion of Customer's existing
manual files,and machine-readable data to a form compatible with the Equipment and Software.
RSI will provide supervision and assistance in this conversion, excluding direct data entry.
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, (h) Exercise all due diligence in the performance of its obligations hereunder in connection with the
installation and making ready for use of the System.'
12. DISPUTE RESOLUTION PROCEDURE
It is the intent of the parties to resolve disputes, when possible, without the assistance of outside mediators,
arbitrators, or judicial action. If any dispute concerning this agreement arises between the Customer and
RSI, and it has not been resolved, either party may initiate the procedure provided herein:, ,
, (a) The initiating party shall reduce its description of the dispute to writing and deliver it to the responding
, party. The responding party must respond in writing within two (2) working days.
(b) Both parties shall then have three (3) working days to negotiate in good faith and resolve the dispute.
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(c) The parties agree that th~y~1I contin~e Without delay to carry out all their respective responsibilities
under this agreement while attempting to resolve the dispute.
(d) Failure of either party to pursue this dispute resolution procedure or fail to take any action provided
, within this procedure. shall not bar either party from seeking, redress through litigation nor shall it bar
either party from making any claim in such litigation.
The parties agree that any litigation that may arise shall be resolved in the Superior Court of Richmond
County and RSI consents to venue in Richmond County.
13. CANCELLATION, DELAY, ETC.
(a) If either party shall fail to keep or perform any of its covenants or obligations under this Agreement the
other party may, by sending to the party in default written notice of such within sixty (60) days from the
date of such default; provided, however, in the event the party in default shall- cure the default within
such sixty (60) days, or otherwise in a mutually agreed upon period of time, in a manner acceptable to
the party gMng such notice, then this Agreement shall remain in full force and effect.
(b) Should either party in good faith determine that the other party is unreasonably delaying the
performance of its obligations hereunder, and such delay shall not be remedied to the satisfaction of
the complaining party within thirty (30) days after written notice to the other party (which notice shall
state the acts deemed by the complaining party to constitute such delay), then the complaining party
shall immediately have the right to cancel and terminate this Agreement or suspend its performance
hereunder until the other party shall remedy such delay.
(c) A special consideration of this contract is the replacement within one year of the initial current version of
RSI's Property Tax System with a client/seryer GUI version of same. For delays beyond that time which
are unilaterally the fault of RSI, the Customer shall be entitled to assess liquidated damages in the
amount of $1 00 per day.
14. INDEMNIFICATIONS
Customer shall in no way hold RSI, its agents and employees responsible for any expense, loss, claim or
damage to any persons or property occurring on Customer's premises, arising out of the use, possession,
operation, installation and maintenance of the System; provided, however, such loss claim or damage was
not caused by the willful acts or negligence of RSI or its agents or employees.
15. RSI AN INDEPENDENT CONTRACTOR
In the' performance of all work under this Agreement, RSI shall be an independent contractor, with the sole
right to supervise, manage, control and direct the performance of the details of such work.
16. NOTICES
All notices given hereunder shall be in writing and shall be sent to the addresses of RSI and the Customer,
respectively, as set forth herein.
17. GENERAL PROVISIONS
. (a) This Agreement shall be construed in accordance with and governed by the laws of the State of
Georgia. '
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(b) THE WARRANTIES EXPRESSED 'IN SECTIONS 1. AND 2. ABOVE ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
RESPECTING THIS AGREEMENT OR THE EQUIPMENT OR THE SOFTWARE FURNISHED
HEREUNDER, AND RSI EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES.
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(c) RSI shall not be liable for any failure or delay due, in whole or in part, to any cause or event beyond
its control. IN NO EVENT WILL RSI BE LIABLE FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE
FURNISHING, PERFORMANCE OR USE OF ANY ITEM OF HARDWARE OR THE SOFTWARE
PROVIDED FOR IN THIS AGREEMENT.
(d) Any terms and conditions of any purchase order or other instrument issued by Customer in
connection with' this Agreement which are in addition to or inconsistent with the terms and
conditions of this Agreement shall not be binding upon RSI and shall not apply to this Agreement
unless attached hereto, countersigned by both parties, and made part of this Agreement.
(e) Should there be a conflict between any of the documents, direct or by reference, then the following
precedence shall apply:
1 . the Purchase and License Agreement
2. the Software description (Attachment B)
3. The User Manuals for the Applications
(f) THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, ALL
PREVIOUS NEGOTIATIONS AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF. .
(g) Should any provision of this Agreement be held by a court or other body of competent jurisdiction to
be invalid or unenforceable, then all other provisions shall remain in full force and effect.
18. ATTACHMENTS
The following Attachments are made a part of the Agreement:
Attachment A: Overall Cost Summary
Attachment B:Software
Attachment C: Training
Attachment D: Payment Terms
Attachment E: The User Manuals for those Applications purchased
Attachment F: Re-Development of Property Tax
Attachment G: Hardware Provided by Customer
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19. ACCEPTANCE OF AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through their duly
authorized officers or agents.
Revenue Systems, Inc.
ByGQ.~~~
AI Schroader - Vice President
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ATTACHMENT "A"
COST PROPOSAL
Item
Unit Price
Price
HARDWARE:
Lexmark S1620 Printers (12)
$ 1 ,250
$ 15,000.00
SOFTWARE:
Property Tax (unlimited users)
for GUI version to be delivered within one year,
$ 80,000.00
INCLUDED
$ 1 ,350 $ 33,750.00
$ 486.00
$162 $ 4,050.00
$ 337.50
INCLUDED See Note1
$ 150.00
INCLUDED See Note1
$395 $ 1,580.00
$ 2,795.00 See Note2
INCLUDED
$ 20,970.00 See Note3
$ 18,250.00
$ 5,000.00
no charge
$ 8,000.00
no charge
$ 5,000.00
$ 12.000.00 See Note4
Grand Total $ 207,368.50
, Current non-GUI product delivered by June 30
INFORMIX Dynamic Server 7.x (25 Users)
INFORMIX SOL (1 User Development)
INFORMIX $OL (25 User Runtime)
INFORMIX ESOUC (1 User Development)
INFORMIX ESOUC (25 User Runtime)
INFORMIX Developer SDK 9.1 Bundle
INFORMIX I-Connect (25 Users)
Crystal Report Writer (4 Users)
PowerBuilder Developer License
CheckBook Software
Group 1 Software
OTHER:
Software MocIifications (See Attachment "Bj
Training on current RSI product .
Re-training on GUI version within one year'
Data Conversion to current RSI product
Data Conversion to GUI version within one year
- System Responsibility
Software Support Annual
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ATTACHMENT "A"
Note1: These connectivity deployment products are bundled in the dynamic server pricing,
Note2: The Annual Maintenance for PowerBuilder Enterprise is $645.
Note3: This includes the license cost of $15,000.00 and the annual maintenance and subscription
cost of $5,970.00.
Note4: This Support Agreement will begin 90 days after each application is in production and run
until December 31, 1998 (Prorated). All Support Agreements run on a calendar year schedule.
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Purchase and License Agreement
ATTACHMENT "B"
SOFTWARE
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The RSI Application Software Modules and Third Party software to be delivered to Customer and made
operational include:
Basis
RSJ Property Tax System
INFORMIX Relational Database
Crystal Report Writer
PowerBuilder Developer
CheckBook SoftWare
Group 1 Software
Unlimited Users
25 Users
4 Users
1 User
Unlimited Users
Unlimited Users
The existing application software named above shall meet the specifications as documented in the Property
Tax System User Manual included in this Proposal.
RSI will within twelve months of the sig[1ingofthis contract convert their existing software application to a
Client/Server environment using PowerBuilder as the Graphical User Interface (GUI).
Richmond County has identified the following items as needed for their property tax application. RSI will
handle as indicated.
The following items currently exist in the existing RSI Property Tax system and
will be part of the base GUI system.
1. Allow for different billing cycles,
Example: Non-homesteaded mobile homes are on a different billing cycle than homesteaded mobile
homes, real estate and personal property~
2. Allow different billing cycles to use different millage rates. .'
Example: Non-homesteaded mobile homes use the previous year's millage rates. All others use the
current year's millage rates.
3,' Bill current owner, but maintain tax owner and whom the bill was sent to. This is available in the current
system as long as address changes are made as part of an adjustment.
4. Homesteads - allow different exemption amounts for each categories of tax
5. Mass Delinquent bill mailing'
6, Penalty Application - Individually and Batch
, ,
, 7. Compute interest to conform to State'law .
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Purchase and License Agreement
ATTACHMENT "B"
8, Need to know distribution on original bill, payments and adjustments (all transactions)
9. Adjustments with payments
Back out payment
Apply adjustment
Reapply payment (must be done after the above two)
10. Ability to track name and address of person paying the tax bill
11, Allow over payments
Example: Mortgage Company payment and taxpayer payment. We want to accept both payments
until it is determined who gets the refund. '
12. Ability to maintain Lender coding (per parcel) from year to year with the ability to update manually and by tape
13. Ability to close out a clerks drawer at any given time for balancing and reopen her drawer for the next days
transactions
14, Ability to maintain Street Light information
Applicable parcels '
Rate District
15. Ensure mailing address is not the property address
16. Ability to set payment priority (the order in which the payment is applied to tax codes) by year,
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Purchase and License Agreement
ATTACHMENT lIB"
The following items will be necessary in the existing RSI Property Tax
application as well as the GUI Property Tax application and will require
modifications to the existing RSI system.
17, Final Digest
Need detail
Ability to set parameters:
Selected List of Bills
Billing cycle
CurrentJDelinquent
Detail/Swnniazy
Account types (real, business, personal, mobile homes)
Balance Limit or Range (dollar amount)
Tax districts
Special condition codes
Report sequence
We can use the current unpaid or extended digest but will need to prompt for beginning and ending
net due ranges and allow them to print a similar report showing outstanding refunds/overpayments
ONLY. We will need to make changes to checkbook to not update check number and refund date
when checks are generated, instead it should be updated when checks are printed.
18. Automated ACOs, NODs, Name and/or Address changes. When the Tax Assessor's Office makes a change to
values, homesteads, ownership, address, or anything else that would affect the tax bill, the change is
electronically sent to the Tax Commissioner's Office for their approval to activate, thus adjusting the current
and/or prior year tax bill(s).
This, interface will have to be added to the eXisting system. For our purposes, the file layout will need to
be the same' for all three types of changes with just a code to specify whether the change is an ACO,
Name and/or Address, or NOD.
19. Lender Processing - option to do exception or positive processing
Example: Tape should be positive processing, but m~ua1 should be exception processing.
Modifications to the existing system include modifying the delete function in manpay to not remove the
code from the digest record, only the tax bill record from the manpay file.
20. Early payment discount for selected categories of tax.
This will be a new change to our existing system. This includes discounts for payments taken on the
processing screen and during batch processing.
21. Security - Public/ClerkslSupervisorSlSystern Adrninistrator(s)
Changes need to be made to restrict the late fee toggles.
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Purchase and License Agreement
ATTACHMENT nBn
22. Ability to print reports and all tax bill fo~ on laser printers.
Modifications ~ be necessary to comply with this request.
23, Ability to account for cash/check/credit cards separately for each clerk for balancing purposes
This would need to be part of the GUI system. However, changes will need to be made to the
transaction journal and/or the deposit report in the current system to accommodate totals for check
numbers 99999999. This is a manual Credit Card approval and reconciliation process.
24, Ability to enter correspondence on bills. '
We will need to implement the parcel notes file from the Memphis Version of taL
25, Remind~ - Mail to current owner (and tax owner if different) This is currently possible using the ownership
file when printing delinquent bills. Printing delinquent letters only prints to current owner,
Need additional modifications to generate a letter to the original billing owner as well as the current
owner.
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Purchase and License Agreement
ATTACHMENT "B"
The following requirements will be made available only in the GUI system.
26. Ability to track splits and merges for prior year taxes owed
27 Select lists to print bills
ACO process
Lender deletes and additions
Delinquent bills Levy process
Need ability to change discount and due dates for the batch
28 Toggle Penalty and Fees
Need to have appropriate security and audit trail
Example: Taxpayer talks to a Levy representative. They agree to take off the administrative fee (or
reduce it). The Levy representative needs to be able to toggle the fee off or adjust it. When the clerk
inquires on the bill or processes a payment, the bill should reflect the adjustment, who made it and
why.
, System needs to keep track of changes in late fees. Currently, the system does not do this.
29 Need to capture the initials and date when Lender information is updated. (This is in addition to the last time the
record is updated for other purposes,)
30, Automated FiFa process
Record on the bill the fifa number and the date it was recorded
Print fifa cards
Assign associated fees
Electronically put on the Execution Docket in the Clerk of Superior Court System
Ability to set parameters for which bills are FiFa'ed:
Dollar amounts '
Billing year
Current/Delinquent
Selected bills
If the GUI system is not in place by the time of fifa, changes to the existing system will need to be made
to add a fd'a date to the tax bill file. Additionally an interface will need to be written between the Tax
Commissioner's file and the Clerk of Superior Court.
31 Ability to mail $0 balance escrow bills to taxpayers
Need the ability to not print the remittance portion ,of the bill for $0.00 bills.
32 Need multiple special condition codes - coded to Parcel, Tax Bill #, or Account #
Modifications will need to be made to the existing system to allow applications of status codes in batch
mode based on Parcel, TaxBm # or Account #. The exception to this batch process will be any status
codes that recalculate taxes. Those codes must be applied during adjustments. Additionally, the status
codes must be two charaden.
33 Ability to make deposits into multiple bank accounts - which may change daily,
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Purchase and License Agreement
ATTACHMENT "C"
SOFTWARE APPLICATION TRAINING
The types of personnel who will need training on this system are defined as follows:
Operator
Su rvisor
Accounting
System Administrator
Data Processing
Vendor Training provided under this contract consists of three different classes:
Persons who
Class Description Should attend Prerequisites
Tax Operator Training Using theTax System to Process Real Operators None
Estate, Personal Property, Personal Accounting
(2 days) Intangible, and Intangible Recording System Admin.
Transactions. TopiCs include: Data Processing
Supervisors
. Introduction to the Hardware and
Software
. File and Program Structure
General Operation of the System .
.
. Operator Functions
. Tvoical TaX Transactions
. Mobile Home Transactions
and
Descri .on
Performing Accounting Procedures.
To ics include: "
Persons who
Should attend
Accounting
Pre uisites
Operator
Trainin
Class
Tax Accounting Training
Stem Admin.
. Re ister File Maintenance
. Journal Listin s
. Disbursement of Monies
Data Processing
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Purchase and License Agreement
ATTACHMENT "C"
and
Persons who
Class DescriDiion Should attend Prerequisites
Tax Systems Property Tax Systems Administration. System Admin. Operator
Administration Topics Include: Training
(1 Day) . UNIX Administration Data Processing Accounting
Training
. Reference Files (System
Configuration, District Schedules,
etc.
. System Maintenance (Backup
Procedures, etc.)
. Tax File Maintenance
. Miscellaneous Functions,
(Hardware Switch Settings,
Preventive Maintenance, etc.)
RSI bases the number of people to be trained on the number of workstations proposed and the maximum
class size, as follows:
Max. Class Size
10
10
10
RSI will hold onsite in Augusta, Georgia, the following classes:
2 Property Tax Operator classes
1 Property Tax Accounting class
1 System Administration class
A User Manual for the subject system is provided to each person who attends class. That manual may be
reproduced without charge so long as Copyright is observed.
It is the responsibility of the Customer to identify the individuals who should attend each type of class. This
includes the selection of one or more people to be trained as and serve as Systems Administrators.
Training will take place after execution of a signed contract, and is scheduled specifically for the City.
RSI has also provided for ten (10) days of onsite assistance, scheduled as needed after the system is
installed. The purpose of this is to provide support to the operators and administrators when the system is
first brought online.
Software Support
Unlimited telephone and modem assistance is also provided at no additional cost for a period of ninety days
dated as of the time of Production Use of each System installation. That service will continue under the'
System Support Agreement after each Warranty Period is over.
Special Provision for Delivery of the GUI-based Product
RSI is committed herein to deliver essentially the same product in a Client/Server GUI format within one
year. Re-training required at that time for Customer personnel will be scheduled and delivered onsite in
Augusta, Georgia, without further costto the Customer. '
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Purchase and License Agreement
ATTACHMENT "D"
TERMS OF PAYMENT
The Customer, as shown on Attachment "A", shall pay the total amount payable under this contract in the
following manner: '
1. 50% of the total price shall be paid to RSI upon delivery onsite of the hardware and
software shown on Attachment "A".
2. 30% of the total price shall be paid to RSI upon installation of the hardware Of any), the
software shown on Attachment "A", and the completion of Training on the current RSI Tax
product.
3. 5% of the total price shall be paid to RSI upon the acceptance of the current RSI Property
Tax application as the production system for the Customer. Such acceptance shall not be
unreasonably withheld, and shall be deemed to have occurred upon:
A. The system is in full operational use. This is determined by the current RSI Property
Tax System being the primary instrument for the delivery of services for the customer.
B. Claim from RSI that it believes the system to be ready for such and absence of any
valid uncured fault claimed by the Customer in writing.
4. The Customer shall pay the balance, being 15%, to RSI upon final acceptance of the
PowerBuilder (GUI) Property Tax application. Such acceptance shall not be unreasonably
withheld, and shall be deemed to have occurred upon:
A. The system is in full operational use. This is determined by the new PowerBuilder
(GUI) system being the primary instrument for the delivery of services by the Customer.
B. Claim from RSI that it believes the system to be ready for such and absence of any
valid uncured fault claimed by the Customer in writing.
Warranties stated elsewhere in this agreement deal with curing of any minor problem or defect discovered
at a later time.
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Purchase and License Agreement
ATfACHMENT "F"
REDEVELOPMENT OF PROPERTY TAX SYSTEM
FOR Augusta, Georgia
DEVELOPMENT CONTRACT,
RSI has a fully operational software product for Property Tax Collection, written in the INFORMIX Relational Database
Manager and "CO language for operation on UNIX-based systems. Customer is willing to accept that product and proceed
with installation wnh no changes or minimal changes, wnh the condnion that RSI complete the conversion of that application
system to a full client/server environment using INFORMIX and PowerBuilder as the Graphical User Interface (GUO within
one year.
This conversion of Property Tax is the logical next extension to the fully developed products of the Company, and RSI is
committed to near-term (one-year) development.
The current Property Tax Collection System is firmly in place along wnh interfaces, all of the basic information on the
property, and all ofthe final reporting normally done by the Tax Commissioner (Tax Rolls and Consolidation Reports). The
project will begin with the extraction of those portions of the existing Property Tax Software, and build on the foundation
established for the PowerBuilder version of RSI's TagfTitle system, including common cashiering functions.
The understanding between the parties is as follows:
1. The Customer has agreed to be the development platform for the GUI-based Property Tax system, known in the
industry as being the "BETA TEST SITE", and understands that it will be required to provide guidance to RSl in the
delivery of a product satisfactory for the Customer's purposes, and generally satisfactory to their industry.
2. In return for this agreement, the Customer will have received a fDeed price unlimned license at an arMrarily low
figure.
3. RSI will guarantee the delivery of an operational product including at least those functions in the current RSI
software and those reasonably REQUIRED by the Customer to accomplish the tasks of Tax Commissioner.
This will be the complete product for purposes of this contract.
4. RSI will assign an essentially dedicated project leader who will coordinate development and review with the
'Customer. That person will draw other resources from RSI as needed to perform the work and meet the deadlines.
5. The Customer will appoint a similar Project Leader for these purposes that will coordinate review, testing and
problem resolution in Augusta. '
Other Customer personnel, both MIS and Commissioner, will be made available for consultation and testing.
6. This productwill be developed in the INFORMIX Relational Database Manager and PowerBuilder GUllanguage. It
will operate under the UNIX operating system (the multi-user industry standard) in an Open Systems environment,
, and in this case will support PC workstations serving as Graphical User Interfaces (GUI).
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Purchase and License Agreement
ATTACHMENT "F"
While most work will be accomplished on local equipment in Alpharetta and then transferred by modem to the
Customer's system, there will be occasional on-site visits by project personnel. Project personnel will have free
access, as defined in the Purchase and License Agreement Section 10(e), over modems to the system in Augusta.
7. The project will be completed at the earliest possible date, but not later than 12 months from date of contract. A
schedule will be developed after installing the current RSI product first. The Customer understands that'major
development will not begin until approximately June of 1998, due to other commitments of RSI.
8. In the final result, the product must be acceptable to the Customer for the purpose intended, and must allow them
to dispense with the use of the current RSI product.
9. The Property Tax Collection system as developed under this contract will be considered a proprietary development
of RSI, and all rights in and thereto remain the sole property of RSI. The Customer is acquiring hereby a
non-e><clusive license to use said software on the HP~9000 processor, for an unlimited number of Augusta, Georgia
users.
10. This license is an Object Code License only, and the Customer is not entitled to Source Code, although RSI
voluntarily agrees to place Source Code in escrow to protect Customer as provided in 2 (I) in the Purchase and
License Agreement. An altemative would be to purchase a Source Code License at some later time.
SYSTEM SOFTWARE CONSIDERATIONS
Systems Software is defined as any standard software (non-applications-specific) which runs above or below the
applications software. '
The price proposed herein includes ONLY the development of the applications software and its integration with the Systems
, Software.
Specifically, the Customer expects to supply, by purchasing if necessary, at least the following:
1. Any e>densions and utilities to the INFORMIX database software currently licensed by the Customer, or any other
third-party utility software, that are mutually agreed will be part of the Property Tax solution for the Customer,
whether provided by INFORMIX or third-party vendors. .-
2. Since all workstations are PC's, appropriate software will be necessary for each workstation, together with any
matching server software required. Included in this category are things such as Microsoft Word, so as to generate
custom letters.
PROJECT PROCEDURES
Project team members from both parties will have ongoing input at all times, with periodic reviews of design documents and
any visible items such as live screens and reports; by telephone and/or live meetings.
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Purchase and License Agreement
ATTACHMENT "G"
Hardware Provided by Customer,
Augusta, GA will be providing the following hardware for the RSI Property Tax System:
Licensed Processor
System = HP 9000
Model = K450
CPU = 4
Memory = },5 Gbyte (256 Mbyte RAM available for RSI)
Disk type = Disk Array with RAIDS
10 slots available ,
(8 Gbyte available for RSI)
OS = HP/UX 10.2
System Workstations
233 MHz Processor
32 Mbyte Memory
2 Gbyte Disk Drive
CD-ROM
17" Monitor
Ethernet Card 10/100 Mbit
Windows NT Workstation 4.0
System Printers
2 - HP Laser Jet 5SI
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