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HomeMy WebLinkAboutSoftware License Agreement Augusta Richmond GA DOCUMENTNAME:~-\={--v_b:\e- \\Q.e.n<::e. 0-CCf-ee-'fY'~!\"tVJ\~ , t. ~Co ~L\6+--e..1(V\6\~~C-. ' DOCUMENT TYPE: ~ e-ef'r'-e0-+ YEAR: q~ BOX NUMBER: t; FILE NUMBER: \,y 6\LP NUMBER OF PAGES: \ ~ " / ., . ------.>. " .----J --'- CCG SYSTEMS, INC. SOFTWARE "LICENSE AGREEMENT LICENSE AGREEMENT NO. #RIC991110 CCG Systems, Inc. hereinafter referred to as "CCG", agrees to grant to AUGUSTA, GA , a political subdivision of the State of Georgia, hereinafter referred to as "Customer", and Customer agrees to accept from CCG, Inc. in accordance with the following terms and conditions, a permanent non-exclusive single site license for use of CCG proprietary software as detailed in Schedule A. I. CCG SUPPLIED PRODUCTS A. Software Designation: FASTER Fleet Management System B. Support Services as listed in Schedule A C. Other Services: As listed in Schedule A II.PAYMENT AND ACCEPTANCE TERMS Payment is due on all delivered software and services in accordance with the following schedule and as described in the acceptance document approved by CCG Systems and Customer: . Start of Project. Receipt of Purchase Order Net 30 days ' 30% of total contract . Satisfactory Installation of Software Net 30 days 30% of total contract . Completion of Initial Training Net 30 days 20% of total contract . Acceptance of System and Completion Net 30 days 20% of total contract of Follow-up Training System Acceptance of the FASTER CIS software will be executed from a joint plan and checklist prepared by the CCO Project Manager and Customer implementation team including Augusta's fleet maintenance contractor, Baker Support Services, or any replacement thereof, hereinafter referred to as "Contractor" ,as part of the initial phase of installation and training. This plan and checklist will be updated with outstanding issues as the site personnel gain both knowledge and experience with the system. The FASTER C\S request for system acceptance will be presented to Customer, after a review of the system's performance and based upon the outstanding issues provided by Customer including Contractor. , The review will include a checklist of the features and functionality of the FASTER CIS system, interfaces, and customizations. From the review, Customer, upon consultation with Contractor, will sign off on the listed features and functions accepted and present CCG with a list of any outstanding concerns or challenges required for full acceptance. The CCG project manager will review any outsfanding issues or challenges and prepare a plan of action and a second acceptance document. Upon accepting these item~ Customer will formally accept the FASTER System and provide final payment to CCG Systems, Inc. III. TAXES Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future 1 " " and, therefore, prices are subject to an increase equal in amount to any tax CCG may be required to collect, or pay, upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar document or proceeding, is to be made in order to exempt the sale from sales or use tax liability, the Customer will obtain and pursue such certificate, document or proceeding. IV. PROPRIETARY RIGHTS OF CCG Systems, Inc. IN THE SOFTWARE A. THE NATURE OF THESE RIGHTS, AND TITLE Customer recognizes that the computer programs, system documentation manuals, and other materials supplied by CCG to Customer are subject to the proprietary rights of CCG. Customer agrees with CCG that the programs, documentation, and all information or data supplied by CCG, in machine-readable form are trade secrets of CCG, are protected by civil and criminal law, and by the law of copyright, are very valuable to CCG, and that their use and disclosure must 'be controlled. Customer further understands that operator manuals, training aids, and other written materials are subject to the copyright act of the United States. TITLE: CCG retains title to the programs, documentation, information or data furnished by CCG in machine-readable form, and training materials. CCG does not retain title to operator manuals and other materials bearing the CCG copyright notice, but these items shall not be copied except as herein provided. Customer shall keep each and every item to which CCG retains title free and clear of all claims, liens and encumbrances except those of CCG; and any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void. B. RESTRICTIONS ON CUSTOMER USE The computer programs and other items supplied by CCG hereunder are for the sole use of Customer and Customer's Contractor at Customer's location, supporting only workstations operated by Customer or his Contractor. 1. COMPETITIVE USES: Customer agrees that while this license isin effect or while it has custody or possession of any property of CCG, it will not directly or indirectly lease, license, sell, offer, negotiate, or contract for any software similar to that supplied under this license, but this clause shall not be construed to prohibit Customer from acquiring, for its own use, software from third parties. 2., COPIES: Customer understands that it is able to make regular backups of all programs and data. Customer agrees that while this license is in effect, or while it has custody or possession of any property of CCG, it will not: a. Copy or duplicate, ,or permit anyone else to copy or duplicate, any physical or magnetic version of, the programs, documentation, or information furnished by CCG in machine-readable form. b. Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or object program or otherwise, the source programs, or any part thereof, from the object program or from other information made available under this license otherwise, (whether oral, written, tangible, or intangible).Customer may copy for his own use, and at his own expense, 2 operator manuals, training materials, and other terminal copies made for their distribution. 3. USE RESTRICTIONS: The computer programs licensed hereunder shall be used only on the networked PC's and their associated peripheral units. Customer shall advise CCG of their site locations upon request. 4. INSPECTION: To assist CCG in the protection of its proprietary rights, Customer shall permit representatives of CCG to inspect, at all reasonable times, any location at which items supplied are being used or kept. 5. CCG acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. S 50-18-70, et seq.) CCG shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. CCG shall notify Augusta of any Open Records Requests under this Agreement and provide Augusta with copies of any information submitted in response to such request C. TRANSFER OF LICENSE RIGHTS The Customer's rights to use the programs, documentation, manuals, and other materials supplied by CCG under this agreement shall not be assigned, licensed, or transferred to a successor, affiliate or any other person, firm, corporation, or organization voluntarily, by operation or law, or in any other manner without the prior written consent of CCG. D. REMEDIES If Customer attempts to use, copy, license, or convey the items supplied by CCG hereunder, in a manner contrary to the terms of this agreement or in competition with CCG or in derogation of CCG's proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise. CCG shall have, in addition to other remedies available to it, the right to seek injunctive relief enjoining such action. E. BINDING EFFECT AND DEFINITIONS The Customer agrees that this agreement binds the named Customer and each of its employees, agents, representatives, and persons associated with it. This agreement further binds each affiliated organization and any person, firm, corporation, or other organization with which the Customer may enter a joint venture or other cooperative enterprise. The term employee means individual on whose behalf the Customer withholds income taxes or makes contributions under the federal insurance contributions act or similar statutes in other nations. v. WARRANTY A. SOFTWARE 3 CCG warrants the Software to operate in all material aspects as specified in the Documentation including the Bid Documentation. For one (1) year following installation, CCG will design, code, check out, document, and deliver promptly any amendments or alterations to the software that may be required to correct at its own expense errors present at the time of acceptance. This warranty is contingent upon Customer advising CCG in writing of such errors within one (1) year from installation as defined herein. Following the warranty period Customer may continue to receive CCG's software maintenance by Customer's execution of CCG's then standard agreement and payment of CCG's then current charge for such maintenance. B. NO OTHER WARRANTIES Except for the express warranties stated in paragraph V.A above, CCG disclaims all warranties with regard to the CCG product sold hereunder, including all implied warranties of marketability and fitness and all obligations or liabilities on the part of CCG for damages including, but not limited to, consequential damages arising out of, or in conl!ection with, the ,use or performance of the system. VI. GENERAL This agreement can not be assigned without prior written consent of CCG. Any attempt by Customer to assign any of the rights, duties, or obligations of this agreement without such consent is void. This Agreement or any of the rights or obligations of CCG created herein may not be assigned by CCG without Customer's written consent. This agreement can be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Customer and of CCG, and variance from the terms and conditions of this agreement in any order or other written notification from the Customer will be of no effect. If any provision or provisions of this agreement shall be held to be invalid, illegal, or non-enforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No action, regardless of form, arising out of this agreement may be brought by either party more than three (3) years after the cause of action has arisen, or, in the case of non-payment, more than three (3) years from the date of the last payment. This agreement will be governed by the laws of the State of Georgia. All claims, disputes and other matters in question between Customer and CCG arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. CCG, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court.The Customer acknowledges that he has read this agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Customer agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement. 4 (? r ctf-r The source code to all FASTER CS fleet management software is kept at the CCG Systems, Inc. offices in Norfolk, VA. An escrow account may be established specifically for AUGUSTA, GA with the CCG Systems, Inc. Escrow Agent. A set up fee and an annual maintenance fee for this escrow account will apply. However, CCG Systems, Inc., in the event that they are no longer able to support, enhance, and further market the FASTER CIS Software will make available all source code to all customers who are active and up to date on their support service contract with CCG Systems. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties as follows.Any notice given shall be deemed to have been received on the date which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing therof. Either party may change its address for notices by giving notice of such change as required in this Section. Director of Information Technology 530 Greene Street, AlO1 Augusta, Georgia 30911 Attn: Clifford Rushton, Director CCG Systems, Inc. 612 Colonial Avenue Norfolk, VA 23507 Attn: Nina McCoy, President I Telephone: 706.821.2522 Fax Number: 706.821.2530 CCG shall submit all invoices and correspondence regarding accounts payable and receivable shall be made to the following address: Director of Information Technology 530 Greene Street, AlO1 Augusta, Georgia 30911 Attn: Clifford Rushton, Director Telephone: 706.821.2522 Fax Number: 706.821.2530 ESS WHEREOF, this Agreement is approved Title: CCG SYSTEMS, INC.: By: .j.~Y~ Title: ~'e 0 11}~q7" I Date: ..~,.Date: 5 ... CCG SYSTEMS, INC. SOFTWARE MAINTENANCE AGREEMENT NAME AND ADDRESS OF CUSTOMER: CCG Systems, Inc. hereinafter referred to as "CCG", and AUGUSTA, GA hereinafter referred to as "Customer", agree to enter into a software maintenance agreement in accordance with the following terms and conditions. TERMS This agreement includes automatic renewal on an annual basis with annual fees to be established on the then current CCG Systems rate. This agreement maybe terminated by either party providing 60 days written notice to the other party. FEE Maintenance fee shall be payable yearly in advance. The fee for the period beginning (1) one year from the date of installation and ending (1) year following the beginning is $4,700. This fee covers support services for the FASTER fleet management system as specified in detail in Schedule A and will not be increased more than 15% in any calendar year. Changes in terms, conditions and fees: CCG may change its software maintenance fees, terms, and conditions upon 90 days written notice to customer, but no such, change shall be effective until the current software maintenance contract expires. TAXES AND DUTIES There shall be added to maintenance fees and other charges to this agreement amounts equal to any tariff, duties and/ or sales or use tax, or any tax in lieu thereof, imposed by any government or governmental agency with respect to the services rendered by CCG under this agreement. COVERAGE The software covered in this agreement includes FASTER, the fleet management system, and all options/additions outlined in Schedule A. This agreement also covers all ongoing support and training which include, but are not limited to, phone consultation, site visits (when possible), regional training, participation in the annual users' conference, regular newsletters, and periodic updates to the software, with accompanying updates to the user manual. During the term of this agreement, at its oWn cost, CCG will correct or replace software and/ or provide services necessary to remedy any programming error which is attributed to CCG and which significantly affects use of the software. Such corrections, replacement or services will be promptly accomplished after customer has identified and notified CCG of any such error. Customer agrees to provide CCG with data dumps or error logs, as requested, and with sufficient support and test time on customer's computer system to duplicate the problem and certify that the problem has, indeed, been fixed. 6 Customer shall inform CCG in writing of any modifications made by customer to the software. CCG shall not be responsible for maintaining customer-modified portions of the software or for maintaining portions of the software affected by customer-modified portions of the software. Corrections for difficulties or defects traceable to customer errors or system changes will be billed at standard CCG's time and materials rates. Prices include a time rate of $95.00/hr and materials billed at cost. These prices are subject to reasonable increases. Any corrections or alterations to, or new versions of, the software that CCG may deliver to customer under this agreement shall be limited to one copy of such software and documentation delivered to the customer. TRAVEL EXPENSE Customer shall reimburse CCG for any out-of-pocket expenses incurred at customer's request, including travel to and from the customer site, lodging, meals, telephone, and shipping, as may be necessary in connection with duties performed under this agreement by CCG. Except that any expenses associated with CCG's correction of errors covered by the Warranty herein will not be reimbursed by Customer. PROPRIETARY RIGHTS Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this agreement, shall remain the proprietary property of CCG. The software programs specified above will include, under its proprietary restrictions, any such additional programming and documentation provided under this agreement. TERMINATION In the event of termination of the software license agreement, specified above, through default by customer. CCG's obligations under this software maintenance agreement shall immediately end. CCG may terminate this agreement in the event of default by Customer. Default by the customer includes Customer's failure to pay the annual maintenance within 30 days notice that the same is thirty days or more delinquent. GENERAL This agreement is binding when accepted by CCG Systems, Inc. and AUGUSTA, GA, indicated by the authorized signatures below. This agreement will be governed by the laws of the State of Georgia. The terms and conditions stated herein supersede all prior agreements between parties relating to the subject matter of this agreement. This agreement may be changed or modified only in writing. . - CCG SYSTEMS, INC.: By, ,3 H' A'\~^ :~ L Title:' L rO LJ i'''~ \fltf 7 c,' "/iil1 r, I Date: Date: - ' 8 ....~ , Schedule A Basic Services . FASTER cIS Basic System Software & 1 Year Warranty - Windows NT Platform Prices reflect discounted transfer pricing as a former FASTER User . FASTER Server Software and 12 Client license transfers Fuel Interface $ 14,500.00 1,800.00 Total Software Costs $16,300.00 For each additional user beyond the 12 Users an additional fee will apply *FASTER CjSClient Software @ $1,200 each . Project Management Given the size of your organization and the scope of the installation, a Project Management Team is recommended. The Project Team will consist of several professionals and will include a project manager, an installer and a trainer, all of whom will partner with you during the entire implementation and training process. The Project Manager will be the liaison between Richmond County and CCG Systems, Inc. and coordinate the FASTER implementation activities on and off site. Total Cost $5,000.00 . Initial Installation and System Administrator Instruction The purpose of this visit will be to install the FASTER software on a stabilized network, test all connections and response times, set up the program files and structure the units. In addition, initial instruction for the site's designated FASTER system administrator will take place. For your operation we recommend: (3) days on site at $750 per day Travel and Living Allotment ' $2,250.00 1,400.00 Total Cost $3,650.00 . On-Site Training for Richmond County Staff - Train the Trainer The purpose of this visit will be to conduct concentrated train the trainer sessions for the Richmond County Staff who will be'responsible for contract administration. Prior to training, an outline and schedule will be developed. We recommend: Three (3) days on site at $150 per day Travel and Living Allotment $2,250.00 1,400.00 . , Total Cost $3,650.00 Additional Services . Annual Support Services After First Year Support services are renewable annually at 20% of the total cost of all the software products, interfaces, and customizations. FASTRER Server Fuel Interface $4,400.00 300.00 Total Annual Support Costs $4,700.00 For each additional client added to the transfer of license, an additional fee Will apply: *FASTER - Client Software - @ $200 each . Billing Extract and Accounting Interfaces FASTER CIS is designed with a standard billing cost extract that can be run for a billing period and captures revenue data and expense data along with many specific costing identifiers. The purpose of this extract is to provide site personnel with a central source of accounting information. This extract is standard with the FASTER CIS Software System. Additionally, a standard billing report will be provided to sites. This standard report meets the needs of site who bill a total to a single account code for a piece of equipment. This report is sorted by Department, Account Code and Equipment Number. In the event that this report does not meet the needs, a specialized report or export file for interfaces will need to be created by site personnel with database expertise or by CCG Systems, Inc. The cost for this type of customization is $750 a day with estimates provide only after a definition of the File layout is reviewed. . Data Conversions The conversion process begins during the pre-installation phase of the implementation and involves several progressive tasks. 1. Data elements from one system need to go through an interpretation to be converted to another. CCG Systems, Inc. has developed a thorough data mapping process. The process,begins with guidance and information about the FASTER Data Fields provided by the Director of Operations. A data mapping form is then completed to assure all fields are properly converted from the existing system to the FASTER System. This data mapping is extremely important to assure data conversion is both accurate and valid. Transfer Medium: There are several acceptable forms of transfer medium for the data files. Email can be used for files less than 10 Meg. For larger files, a zip drive, 1 Gig JAZ drive, or CD are all acceptable. ", 2. Once the data has been mapped, CCG Systems offers two options for data conversion. As a guide to estimating the conversion of data from another system other than FASTER, the following pricing estimate worksheet has been prepared. The data conversion is priced per FASTER table that will be populated with converted data. For each table, a separate conversion must be written and data converted through a separate process. There are two acceptable forms of data files and pricing estimates for each. ~ EXCEL: Data supplied in an EXCEL spreadsheet is much simpler to work with and the preferred source of data. Each site is supplied with a sample excel sheet which they mayor may not use to provided the data. the excel sheet must be accompanied with a complete description of the data fields and explanation of the layout along with a data mapping form which will assist the technician. There are needs to logically convert data fields (make decisions for the placement of old fields into a new fields) and the data mapping fields are used to make these decisions. ~ ASCII Fixed Lenath Format: Data supplied in an ASCII file is more difficult to convert and consumes more time in preparing the data for conversion. The data definitions, file layouts, and data mapping forms are required to execute conversions. Many times, there are fields included in ASCII Files which are empty or which will not be used. It is better if these are removed from the file or at least identified. FASTER Table Description EXCEL ASCII Total Cost The field names for each of the tables are Price for Price for of provided on the attached sheet. table table converted data Equipment Master This is descriptive data for the Master Record in 500.00 1,000.00 information CIS EHEADER Table Equipment PM This is information which fills the PM schedules for 500.00 1,000.00 schedules the Equipment PM table. The definition for this EPM conversion should include the intended FASTER Table PM Codes for the maooinq of data. Equipment Warranty If equipment warranty information is available for 200.00 300.00 conversion, the definition for this conversion EWARRANlY should include the intended FASTER Warranty Table codes. Eauioment Meters: The conversion of odometers to the EMETER 200.00 300.00 EMETER Table. If replacements of old meters are Table included, this should be included in the definition. Equipment History: This information is converted to FASTER CIS in 1,000.00 1,500.00 summary only. Summary means the piece of EHISTORY equipment with total dollars for the months and Table years. Parts Master This is descriptive data for the Master Record in 500.00 1,000.00 information. CIS. PHEADER Table Parts Warranty This is information converted into the FASTER 200.00 300.00 information Part Record for warranties. PW ARRANTY Table Parts History: This information is converted to FASTER CIS in 1,000.00 1,500.00 PHISTORY summary only. Summary means part number , Table with summary totals by month and year. TLTCodes: Each code is a separate conversion and should be quoted separatelv. 100.00 150.00 TLTABLE DPN. MID. EQC. Makes. Models. PTC. Fuel Types. per code per Table etc. code Work Order The unique structure of the FASTER CIS repair Summary : cQde design ( built upon entry from multiple tables) Work Order Detail is not an option.Work 1,000.00 500.00 WCOST Order Summary means that the total cost of a Table Work Order with associated equioment number WHEADER will be posted to a specially marked and dated Table Work order in FASTER CIS. )0> Work Order Converted Number, )0> Equipment Number, )0> Date and time )0> Total Cost User Reference Field These conversions are the most difficult and Conversions: involve the most amount of time in figuring out 100.00 150.00 what is being converted. A complete definition of per User per UserRef what the information represents and its format Reference User Table should be included; Each item to be converted as Field Referenc User Reference should be quoted seoarately. e Field Motor Pool Module ~ Department ID Number Only: ~ Department Name 250.00 500~00 ~ Address Motor Pool ~ Phone Department Tables ~ FAX ~ Web site ~ email Motor Pool This table is related to a specific entry in the Module Only: department table. There cannot be a coversion of accounts without a conversion of Department 500.00 1,000.00 Motor Pool Account information. Tables ~ Department ID (related to Department Table ~ Account ID ~ Point of Contact ~ Address ~ City ~ State ~ Zip ~ Phone ~ Descriotion . NOTES -, .." I. All application software costs include one set of documentation. Additional copies can be made at your location or they can be purchased from CCG. 2. Training and follow-up training are vital to maintaining a high level of proficiency within your operation. Including additional on-site training days in your yearly support services is one way to maximize your staff's potential. The cost of training/consulting Is $750 per day plus travel and living. 3. It is necessary that when a NETWORKED version of FASTER has been selected that preparation for the FASTER installation include a fully operational network. 4. All prices quoted in this price estimate are guaranteed for 120 days. Payment Schedule (For Both Basic and Additional Services) Invoiced at the issuance of PO. Invoiced at the installation of the software Invoiced at the completion of the initial training Invoiced at the acceptance of the system 30% of total contract 30% of total contract 20% of total contract 20% of total contract ,> ' "r-\ Proposal Costing for Private Contractor using Richmond County's existing database and information system application, FASTER CIS. Scope of work: Richmond County presently maintains and uses the FASTER CIS Fleet Maintenance Software System. Richmond County will continue to maintain and utilize FASTER CIS as a management tool. A requirement for any bidder is to utilize this same software to track all maintenance, fuel, and parts costs providing Richmond County with reporting capabilities as contract administrators. Richmond County personnel will provide introductory training on the set up and utilization of the FASTER CIS System for bidder personnel. The Richmond County training and the additional user training provided by CCG Systems, Inc. for FASTER CIS is a requirement for the bidder. The training from CCG Systems, Inc. will be the responsibility of the bidder. All costs associated with this training shall be paid by the bidder and the bidder must provide time for personnel to participate in the prescribed training. Session 1- Basic Training Two (2) days @750 a day Travel and Living allotment 1,500.00 1,200.00 Session 2 - Management Overview and User Training Two (2) days @750 a day 1,500.00 Travel and Living allotment 1,200.00 Total cost of CCG Systems, Inc. training , $5,400.00 . . . . . .