HomeMy WebLinkAboutIcon Software Corporation Inc. & Augusta GA.
Augusta Richmond GA
DOCUMENT NAME: T C DN g,,, t -t1PA-~G c..o epo fl-A -n ON TNt. ~ A 'l/Cj,",ST 4 G- 4,
DOCUMENT TYPE: AC) rZ.oCtSrI') e~"\'
YEAR: ~DO::'
BOX NUMBER: \ <t
FILE NUMBER: 1 lo lc I ~
NUMBER OF PAGES:
~~
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT made as of the 21st day of February ,
2003, by and between: ICON SOFTWARE CORPORATION, INe., a Georgia
Corporation with its place of business at 3453 Lawrenceville-Suwanee Rd. - Suite A,
Suwanee, GA 30024 and Augusta, Georgia, a political subdivision of the State of
Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, 30911
("Licensee").
1. Grant of License
Subject to the terms and conditions of this Agreement, Licensor hereby grants to
Licensee, and Licensee hereby accepts from Licensor, a nonexclusive, nontransferable
and nonassignable license to use in object code form only the computer program(s) set
forth in Exhibit "A" hereto (the "Licensed Software") and the related documentation set
forth in Exhibit "B" hereto (the "Documentation") on the Designated Equipment at the
Designated Site (as those terms are defined below) solely for Licensee's own internal
use; provided, however, that this Agreement does not grant Licensee any title to or right
of ownership in the Licensed Software or Documentation.
2. Term
This Agreement shall become effective on the date of this signed document and
shall continue in effect unless or until terminated as provided herein,
3. License Fee & Payments
In consideration of the license granted hereby, Licensee shall pay to Licensor a
single, one-time license fee in the amount of$71,500.00 (the "License Fee"). This fee is
included in the total amount in Exhibit "A". The License Fee shall be paid in accordance
to the Payment Schedule outlined in Exhibit "F'. Prior to the making of this contract,
Icon Software Corporation shall have obtained a performance bond in the amount of
$82,500 (eighty two thousand five hundred) dollars. Proof of the acquisition of the bond
shall be provided to Augusta and attached to the contract as Exhibit "G". A fee of
$921.00 (the "Bonding Fee") shall be paid to the Licensor by the Licensee in addition to
all payments due as outlined in Exhibit "F' and shall be become due upon the making of
this contract.
4. Equipment and Site
The computer(s) on which the Licensed Software is or shall be installed and the
site(s) of those computers (the "Designated Site") shall be set forth in Exhibit "c" hereto,
Licensee shall use the Licensed Software only on the Designated Equipment and only at
the Designated Site.
5. Implementation
This project will be implemented according to the "Implementation Schedule"
outlined in Exhibit "E".
6, Installation
6.1 Installation, "Installation" means the loading of the Licensed Software into
the Designated Equipment at the Designated Site. Installation shall be deemed completed
when the Licensed Software is loaded, the user training is completed, system training has
been completed, and acceptance testing pursuant to Section 6 hereof can commence.
6.2 Installation Date. If the Licensed Software is not already installed on the date
hereof, Licensor shall install the Licensed Software on the Designated Equipment at the
Designated Site as outlined in Exhibit "c",
6.3 Licensee to Obtain Hardware. Licensee shall have sole responsibility for the
acquisition, installation and operation of the hardware and all other equipment
conforming to or exceeding the specifications set forth in the Exhibit "c" hereto (the
"Designated Equipment") prior to the Installation of the Licensed Software.
7. Acceptance Testing
Licensee shall have thirty (30) days from the "Live Date". This date is
determined when the Licensee agrees with the Licensor that the system is in the Live
stage, to test whether the Licensed Software materially conforms to the functional and
performance specifications set forth in Exhibit "D" hereto (the "Specifications & General
System Requirements"). Failure of the Licensee to notify the Licensor in writing within
such acceptance-testing period that the licensed software materially fails to conform to
the Specifications and that licensee is rejecting the Licensed Software and terminating
this Agreement shall be deemed to constitute "Acceptance" of the Licensed Software,
8, Documentation
Licensor shall deliver the Documentation pertaining to the Licensed Software to
Licensee on the Installation Date.
9. Intellectual Property Rights and Restricted Use
9.1 Licensee Acknowledgement. Licensee acknowledges that all copies of the
Licensed Software and the Documentation, as well as proprietary rights in and to the
Licensed Software and the Documentation, including all copyright, patent and trade
secret rights, are and shall remain the sole property of Licensor, Licensee shall have only
the limited use rights specifically granted by this Agreement. Licensee shall not use the
Licensed Software on a "service-bureau" basis, or transfer or sublicense any part of the
Licensed Software.
9.2 No Decompilation or Modification. Licensee shall not modify, disassemble,
decompile, recreate or generate the Licensed Software or any portion thereof. The
Licensee must submit all functional change requests to the Licensor in writing. The
Licensor will respond to each functional change request within ten business days. A
schedule 0 f implementation for any functional change request will be included in the
Licensor's response. The Licensee will receive all future releases of the Licensed
Software provided that the Licensee's Maintenance and Support contract does not lapse,
9.3 Archival Copying. Licensee shall make only archival copies and emergency
back-up copies of the Licensed Software and the Documentation. All such copies shall
remain the sole property of Licensor, and shall be subject to the terms of this Agreement.
A complete list of such copies and their exact locations shall be provided to Licensor by
Licensee upon request.
1. Trade Secret Notice. Licensee shall place the following notice on all tangible
media conforming copies of the Licensed Software copies:
"This software is a trade secret of Icon Software Corporation ("Licensor").
Possession and use of this software must conform strictly to the License
Agreement dated the ~ day of February, 2003 and possession does not
convey any right to disclose, reproduce, or permit others to use the software
without the specific written authorization of Licensee,"
2. Copyright Notice. Licensee shall place the following notice on all program
copies and on all copies of the Documentation:
"Copyright 1998-2002 by Icon Software Corporation. All Rights Reserved."
9.4 Confidentiality. Subject to any laws to the contrary, Licensee shall not
disclose or make available, directly or indirectly, all or any portion of the Licensed
Software or the Documentation to any person other than a permanent employee or
consultant of Licensee who is involved in the use of the Licensed Software and who has
signed a written agreement to maintain the confidentiality of the information. Licensee
shall take reasonable measures to ensure that its employees keep the Licensed Software
and the Documentation confidential. Licensor acknowledges that all records relating to
this agreement and the services under the contract may be a public record subject to
Georgia's Open Record Act (O.c.G.A. 9 50-18-70, et seq,), Licensor shall cooperate
fully in responding to such request and making all records, not exempt, available for
inspection and copying as provided by law. Should Licensor contend that any record
requested constitute a trade secret so as to be exempt from public disclosure, it shall
designate such records as trade secrets and shall indemnify and hold Licensee harmless
with respect to Licensee's failure to disclose such records based upon their constituting a
trade secret. This shall include all attorneys fees and expenses of litigation in defense of
any attempt or litigation to compel disclosure of such records.
9.5 Upon termination of this Agreement as a result of Licensor commencing, or
causing t~ be commenced, or being caused to involuntarily commence, any proceeding in
bankruptcy, insolvency, or reorganization pursuant to bankruptcy law, Licensee shall take
possession of the source code for the Licensed Software. Licensor, as of the
commencement of this Agreement, shall cause a copy of the source code for the Licensed
Software to be placed in escrow under seal with the Augusta-Richmond County Clerk of
Court. Said seal shall state that the source code for the Licensed Software shall become
the property of Licensee once this Item 8.5 has been triggered and Licensee has requested
the source code.
10. Termination
Licensee reserves the right to terminate this agreement at any time during the
duration of this contract, The right of termination shall be "at will", and Licensee shall
not be required to show cause for such termination. Licensee shall give Licensor thirty
(30) days written notice of its intent to terminate this agreement prior to the termination
becoming effective.
11, Warranties
11.1 Conformance to Specifications. Licensor warrants for the sole benefit of
Licensee that, if properly used by Licensee, the licensed Software shall materially
conform to the Specifications for a period of one (1) year from the Installation Date.
Upon discovery of any nonconformance, Licensee shall promptly notify Licensor in
writing 0 f such nonconformance, Licensor shall correct any nonconformance it has been
properly notified ofwithin a reasonable time, with such reasonable time not to exceed ten
(10) business days. Licensor may attempt to correct software errors through the means it
determines to be most appropriate, whether by telephone instructions, the issuance of
updating Documentation, corrective code or other methods.
11.2 Warranty Exclusions. Notwithstanding the warranty provisions of Section
11,1, Licensor shall have no warranty obligations if (i) Licensee has used or is using the
Licensed Software in a manner that does not conform to Licensor's written instructions
or the provisions of the Documentation, (ii) Licensee has moved the Licensed Software
from the Designated Equipment or the Designated site, (iii) Licensee or any third party
has modified, or attempted to modify, the Licensed Software, unless said modification
has been performed with the written consent of Licensor,(iv) the Licensed Software has
been subjected to an extreme power surge or electromagnetic field, through the fault of
Licensee or (v) Licensee has refused to implement any changes recommended by
Licensor.
11.3 Limitations on Warranty. Warranty obligation for the Licensed Software are
limited in all cases to software errors. Errors caused by hardware malfunctions or
failures are excluded, unless the failure is due to an issue of incompatibility between the
hardware and the Licensed Software soling as the hardware used is consistent with the
requirements specified by Licensor.
11.4 NO FURTHER WARRANTIES, EXCEPT AS EXPRESSLY PROVIDED
BY SECTION 10.1, LICENSOR MAKES NO WARRANTY THAT THE LICENSED
SOFTWARE SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE OTHER
THAN AS SPECIFIED BY TillS AGREE1v1ENT, THAT THE LICENSED
SOFTWARE SHALL SATISFY CUST01v1ER'S OWN SPECIFIC REQUIRE1v1ENTS,
OR THAT COPIES OF THE LICENSED SOFTWARE OTHER THAN THOSE
PROVIDED OR AUTHORIZED BY LICENSOR SHALL POSSESS FUNCTIONAL
INTEGRITY. LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE
MERCHANT ABLILITY, FITNESS FOR PURPOSES OF INTENDED USE OR,
EXCEPT AS EXPRESSLY PROVIDED BY THE SPECIFICATIONS, THE
FUNCTIONALITY OF THE LICENSED SOFTWARE. IN NO EVENT SHALL
LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE OR ANY OTHER
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, RESULTING FROM THE PERFORMANCE OF THE LICENSED SOFTWARE
OR ANY FAILURE OF THE LICENSED SOFTWARE TO PERFORM PURSUANT
TOTTHE TERMS OF TillS AGREE1v1ENT, OR RESULTING FROM THE
FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY OTHER SOFfW ARE
OR MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUSING
WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER
RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, UNLESS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOT COMMUNICATED SAME TO LICENSEE.
11.5 Maximum Liability, Notwithstanding anything above to the contrary, the
maximum aggregate damages for which Licensor may be liable to Licensee under this
Agreement, resulting from any cause whatsoever, shall be limited to the amounts actually
paid by Licensee to Licensor under this Agreement. Notwithstanding anything above to
the contrary, the maximum aggregate damages for which Licensee may be liable to
Licensor under this Agreement, resulting from any cause whatsoever, shall be limited to
the amounts actually paid by Licensee under this Agreement.
12, Patent. Trade Secret and Copyright Indemnification
12.1 Defense of Suits. Licensor, at its own expense, shall defend, or at its option
settle any claim, suit or proceeding brought against Licensee based on the infringement
by the Licensee Software of any United States patent, trade name, trademark, service
mark, trade secret, copyright or other proprietary rights of any third party. Licensor shall
indemnify Licensee against any costs, expense or damages finally awarded against
Licensee in such action, provided that Licensee promptly notifies Licensor in writing of
the commencement of the action and that Licensee permits Licensor to defend or settle
the action and cooperates and provides all available information, assistance and authority
to enable Licensor to conduct such defense, Licensor shall not be liable for any costs,
expenses, damages or fees incurred by Licensee in defending such action or claim unless
authorized in writing by Licensor.
12.2 Right to replace Licensed Software. In connection with any suit or
proceeding of the kind described in Section 12.1, Licensor shall have the right to replace
the Licensed Software or any part thereof with similar software enabling Licensee to
continue with the functional equivalent of the Licensed Software. Alternatively, in full
satisfaction of all claims and damages, Licensor may refund a portion of the License Fee
to Licensee and terminate this Agreement and the License granted hereunder, The
amount of the License Fee to be refunded shall be the total License Fee paid less five
percent (5%) per month of usage.
13. Miscellaneous
13.1 Governing Law. All claims, disputes and other matters in question between
the Licensor and Licensee arising out of or relating to this agreement, or the breach
thereof, shall be decided in the Superior Court of Richmond County, Georgia. The parties
through the execution 0 f this agreement, specifically consent to the jurisdiction and venue
of Richmond County Georgia, and waives any right to contest the jurisdiction and venue
in the Superior Court of Richmond County, Georgia,
13.2 Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter of this agreement and supersedes all prior
agreements and understandings, All amendments must be in writing signed by both
parties,
13.3 No Waiver. No waiver of any breach of the Agreement shall constitute a
waiver of a subsequent breach,
13.4 Severability, If any provlSlon of this Agreement is held invalid or
unenforceable by an agency of competent jurisdiction, the remaining provisions shall
nevertheless remain valid.
13.5 On-Site Support. There will be a charge for on-site visits that are not
covered by the Software Maintenance Agreement or not part of the Implementation
Services included in Exhibit A. This rate will be $650 per day and includes all travel
expenses,
13,6 Notices. All notices required hereunder shall be in writing and shall be
deemed to have been duly given if either hand delivered, mailed by certified or registered
mail, postage prepaid, addressed to the party to whom intended at the address provided
below or at such other address as such party shall hereinafter designate to the other party
in writing, or sent by verified telefacsimile transmission:
Customer: Clerk of Superior Court
530 Greene Street, Room 503
Augusta, GA 30911
ATTN: Clerk of Superior Court
Fax No. 706-821-2448
With copies to:
Information Technology Department
530 Greene Street, Annex 101
Augusta, GA 30911
A TTN: Director
Fax No. 706-821-2530
ACbalUnistrator
530 Greene Street, Room 801
Augusta, GA 30911
Fax No. 706-821-2819
Icon: Marty Hahn, President
Icon Software Corp
3453 Lawrenceville-Suwanee Road
Suite A
Suwanee, GA 30024
THE PARTIES have caused this Agreement to be executed by their undersigned,
duly authorized representatives as the date first above written.
ACCEPTED BY:
....... flJ.) By:
Lfv Name:
Title:
Attest:
Name:
Title: Clerk of Commission
ICON SOFTWARE CORPORATION
~~e: Mart7::l~J?
Title:
Attest:
Name:
a;:hiJ!~
Chris Scheels
Title: V.P.lChiefOperating Officer
Date: J- -&-0 - ~D3
EXmBIT "A"
"Licensed Software." & "Services"
Item Units Unit Price Amount
Superior and State Court
1. Court Case Management software for ~5 $ 1,000,00 $ 25,000,00
Criminal Records.
~. Court Case Management software for ~5 $ 1,000,00 $ 25,000,00
Civil Records.
3 added CR Users 3 $ 750.00 $ 2,250,00
3 added CV Users 3 $ 750,00 $ 2,250,00
~uvenile Court $ -
3. Court Case Management software for 12 $ 1,000,00 $ 12,000,00
~uvenile Records.
~ccounting - Receipting
User Licenses (inc, wI Case Mgt) ?5 $ - $ -
Accounting - Full Access Licenses $ -
User Licenses 5 $ 1,000,00 $ 5,000,00
OS Interface 1 $ 500,00 $ 500,00
Tmage-enabling software for Item 1, 2, and
3 in Exhibit "A" included.
Integration of Icon to Existing Products 1 $ 8,000,00 $ 8,000,00
Data Conversion $ -
Criminal and Civil 1 $ 7,000,00 $ 7,000,00
Accounting 1 $ 7,000,00 $ 7,000,00
Juvenile 1 $ 3,500,00 $ 3,500,00
I n stall ationrr rai n in 9 5 $ -
Criminal and Civil 10 $ 500,00 $ 5,000,00
Accounting 5 $ 500,00 $ 2,500,00
Juvenile 5 $ 500,00 $ 2,500,00
Discount (As negotiated by Clerk of Court) $ (25,000,00)
Total Software I Implementation Costs $ 82,500.00
Hardware & Miscellaneous Cost
(To Be Provided by Licensee)
Item Part # Units Estimated Estimated Amount
Unit Price
Server: Minimum Requirements: 1 $ 30,000,00 $ 30,000,00
Pentium III 933+ $ -
512+ MB RAM $ -
60+ GB HD Space $ -
200+ GB RAID for Images $ -
NT Server 4 SP6 or 2000 Server $ -
MS SQL Server 2000 (Standard License) $ -
Backup Tapes (for sys admin) Ultrium 100GB ~o $ 120,00 $ 2,400,00
Scanners $ -
Document Scanners (Hp7490c wi documen 19 $ 800,00 $ 15,200,00
eeder, cable, and SCSI card)
Document Scanners (Canon DR-5020 w B $ 6,200,00 $ 49,600,00
500 pg document feeder, cable, and SCSI card)
Connections in State Court Witness Room $ -
Miscellaneous
QuickBooks Pro 2002
BIS Connection Licenses
ProComm Upgrades $ -
$ -
$ -
$ -
~otal Hardware Costs $ 97,200.00
EXHIBIT "B"
"Documentation"
1, End-user documentation to assists with the day-to-day operation of the software.
2. Technical reference documentation explaining file layouts, indexes, relationships,
codes, and data dictionary.
Exhibit "C"
"Designated Sites & Equipment"
1. Identification of Designated Sites for Licensed Software.
City of Augusta
530 Greene Street
Augusta, GA 30911
This will also include outlying areas functioning for the Richmond County Clerk of
Superior Court.
CLIENT PROVIDED HARDWARE AND SYSTEMS SOFTWARE
(To be mutually agreed upon at time of signing contract)
Client is responsible for acquiring, installing, configuring, and maintaining a
computer hardware and system software environment for the Software that meets or
exceeds the following specifications,
Minimum Workstation
Pentium 11-333+ (III-500+ Recommended)
64+ MB RAM (128+ MB RAM Recommended)
20+ GB Hard Disk
8+ MB Video Card (32 MB AGP Recommended)
Windows 95+ (Windows 2000 or XP recommended)
MDAC 2,1 + for Data Access
DCOM95 must be installed
Laser Printer and Scanners
PCL5+ compatible Duplex capable laser printers.
TWAIN-compliant, duplex capable, with document feeder.
File Server
Pentium III 933+
512+ MB RAM
60+ GB Hard Disk Data Drive
200+ GB RAID for Images
NT Server 4 SP6 or 2000 Server
Microsoft SQL Server 7/2000
EXHIBIT "D"
"Specifications & General System Requirements"
The Licensed Software shall conform to the following minimum criteria and
meet the outlined General System Requirements:
Borland Delphi 6/7
Skyline Tools Image Library version 5.0
IDEAL Software Virtual Print Engine Enterprise Ed, v3.2
Connections to Microsoft SQL Server 7/2000 Tables
Connections to Static TCP/IP Address on Server
Workstations may use DHCP to assign TCP/IP address
EXlDBIT "D"
"Specifications & General System Requirements"
(continued)
General System Requirements
t ..r>_.n<cy ... ......~.ttls..pate
em, ,tfi' ,..'..'."...... '-":oiL,:!:;
Number ..... .... .e$m)t 'c"'><>"
~General System Requirements (asorfglhal.ry;develo 'o\ijyjAugU$t8IT)' .. :
,
G1 Dockets to be included: (Each docket type will have
unctionality specific to that docket)
Traffic
Misdemeanor
Criminal
Juvenile Traffic
Juvenile Criminal
Juvenile Deprivation
Civil
State Civil
Motion
Domestic
Adoption
Child Support
Habeous Corpus
G2 Ability to create cases (including ones from previous years),
manually or from RCSD interface,
G3 Ability to edit case information,
G4 Ability to browse cases,
G5 Ability to search cases based on selected criteria,
G6 Ability to expunge cases (remove from public viewing),
G7 Ability to delete cases (marked with reason code),
G8 Ability to transfer cases from one court to another.
G9 Ability to maintain all system tables,
G10 Ability to retrieve tickeUwarrant information when applicable
rom the appropriate RCSD interface,
G11 Ability to enter/delete multiple parties (with user definable
party types) per case,
G12 Ability to enter/delete multiple charges (with user definable
charge types) per case,
G13 lAbility to enter/delete/modify/disburse single fines per charge,
G14 lAbility to enter/delete/disburse multiple payments per fine,
G15 lAbility to import partial payments from probation disk. (Need
!obligation # from state)
G16 lAbility to enter/delete/disburse multiple fees (with user
~efinable fee types) per case,
G17 Ability to enter/delete multiple restitution per case,
G18 Ability to enter/delete multiple proceedings (with user
clefinable proceeding list) per case,
G19 Ability to track user when case info is changed,
G20 Ability to create an audit table tracking when a
me/fee/restitution is created/deleted/changed,
G21 Ability to scan and store images of the supporting documents
or a docket.
G22 lAbility to archive dockets and images to microfilm,
G23 ~bility to fax dockets and supporting images,
O<rtput, ,-' :: :H:l :;, , p, : " jt",~i~i j i,~l' , :;',' '," " I~ i,e" ,i ' " , ,;" ,', ;,j
, , ',' ',": ' .
01 Output case information in the form of a docket on web page
~iewable by public.
02 Output case information in the form of a certified printed
docket.
03 Output printed index by defendant alphabetically for each
docket, listing case number.
04 Output criminal case count report,
05 Output fine reports,
06 Output fee reports,
07 Output restitution reports,
08 Output electronic traffic dispositions to Department of Public
Safety,
09 Output electronic criminal dispositions to GCIC.
010 Output electronic civil dispositions to Clerk's Authority.
Secur,ity:: ' ;'; '!'1':f' f ,'" , . "~- t ~ ,,.' :' , "''',,' , ~"" "
,: ,~, I.' , I ;"
Database level security will be handled by Windows NT
S1 Authentication and will be transparent if the user is logged in
properly to the network.
Application level security will require the user to enter a login
S2 and password, Each login will then have access to the
appropriate docket types and functionality.
r.., , '" Recover:y i: .. , I' 'T' Ii t: " (F "~." 'I'. l' '! ;'if !~:i' d, 'ii~ "":P, ; "',,. , ,~, I ~;~ ' ,
i " ,. ',' l, i t '~
R1 Database Backup and Recovery
R2 Image Backup and Recovery
R3 Image Index Backup and Recovery
Interface~:, " 1 II ~ " ,t' "'~ ' ;1 If; 1"" j'l , "I ,c'. ,; : :' ".; "',
. .r j
11 ~II connections from external systems into existing Clerk 0
!Court integrated docketing system must be duplicated
BIS Jail System
State Probation (on disk)
Sentinel (report/totals integration)
Web docket inquiry
Accounting Module
Domestic Relations Calendaring
State / Authority Transmissions (SB50, SB176, UTC)
Prosecutor's Dialog
12 All data from the existing Clerk of Court system should be
migrated to the Icon database,
13 Icon must ensure software compliance with all Georgia State
Laws as directed by the GSCCCA.
Maintenance contract shall provide for continued compliance
14 ~th Georgia State Laws with no costs incurred individually by
Richmond County for this service,
!Ail reports (listed below) should be provided as part of thi
!software solution:
'. i" Conversion J1 ';"~7,hl.k;;'~,,,i ~' 71f 'r"; t, '-' "' ?!, ,", ~ 'F' 'r ,:1' ".
Convert data from existing Clerk of Court Integrated
Docketing System into Icon product,
Convert data from legacy Civil Case and Child Support
IAccess 97 databases into Icon product.
Upgrade/Convert existing Juror Impress system information
Into QuickBooks
. Training : r "'.:,-,:ji;,.f;'t. 'I' :" t:I""!,'"",,;:,,., ;_i;,'
rvendor shall provide classroom and individual training, as
appropriate, to users designated by the Clerk of Superior
Court for each module licensed,
Augusta shall make training facilities available for Icon on
scheduled days.
MlsceUan,QPus ,,:1" ."'1' 'c', :':',i" '1'-' 'i)~'i,' ,OJ : f ":'I;:rL'i 'I",
Icon shall supply to the Clerk a list of fees for custom repor1
eneration,
Spec,flc Requ'rem~ht$ !3ytlOdule"'a"d:C"rk;QfGqUft" Division ~' ;'.r
.1 \,S~~CpV~.::~ ':"'~I'T;,r'ft ,'1r;'~i ."" ; 1,"::~,F~~d
ST1 Case Count: Filed, Disposed & Opened
DUl's
Reckless Driving
Homicide by vehicle
Probation Revocations
Other Traffic Violations
Warrants
lAbility to import information from the Sheriff's Dept. in order to
!create our cases.
Enter fines, including fee's (Crime Lab), into system with one
entry instead of two,
Ability to enter citation number to create Juvenile case~
automatically, like State Court, instead of manually,
Ability to transmit dispositions to DPS and transmit to GCIC,
15
C1
C2
C3
1r1
1r2
M1
ST2
/ST3
~T4
~T5
ST6
,. .r ,
;
SC1
SC2
SC3
SC4
SC5
SC6
;:~", :,. ie" ,~i,: ""J ',,~ ':
,01,' "~1::~:. t, '~; . "f' .
Ability to create an appeal and an index from the case
management program,
'StJ~1~f~b~rt: ','> , ,":,' ,,'J!', .'..iT,:::,,: .,.,'.,..;:1,
'Crimi,.... MH,,, fi"l""h ,f', 1"';: y,:',t'T' '..'
Separate fields for revoked, nunc pro tunc, and remolded
sentences
Keep Access to Pro Com
Attorneys' names easier to put on the computer
Clearer way to put on Split Sentences
Habeas Corpus filing fees received from a retained attorne)
need to be entered and filing fees broken down on computer.
Ability to create an appeal and an index from the case
management program,
., '
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': <,
:
:
, , ;,
I' .
SC7 Ability to forward Felony Convictions to the Secretary of State
, C"vi11Do71' sti .. ..'.' ",',:----:--'p,' "i"" f~ d " I, ~r,!ri' ~,l.r '; ; r~.'~~tCY r l' r >:~ ! "'.'1 ,,:j ,
r I; t ,.,:. ,Jl'll~ ,~1 I,! ,'. ';,niL.,t .1:': '.'" ",~ ',:'~ " , ':"',..1;, " '~.. ' .
, I
SD1 Improve Sheriffs' service entry of data
SD2 Capability of case count breakdown:
Divorce Count
Modification of Custody
Modification of Child Support
Modification of Visitation
Name Change, ect,
SD3 When entering a Divorce the breakdown of funds needs to be
automatic. (Treasury $49,00, Child Fund $5,00)
Can index be a two character search? As in searching for
SD4 'Morris" you could enter "Mo" and bypass anything above tha
location,
5D5 When entering pleadings, can we set date on a given date
prior to current date?
SD6 Ability to transmit initiation forms, disposition forms and TPO's
o GSCCCA. Must be a certified vendor with GSCCCA.
SD7 Ability to create an appeal and an index from the case
management program,
SD8 Ability to store documents that are maintained on the minutes
hat are not case related, such as:
Attorney Oath
Attorney Order
Attorney Certificate
Attorney Leave of Absence
Order to Draw Jurors
Jury Lists
Notary Commission
Miscellaneous Orders
c Ch;ld SUpport I.~,:;]~;:", ~ldr! ' , -f1F' J : ',. ,co; H :
'c, ., .
SS1 bility to search by the Child Support Agency's Case Number
Bookkeeping ..it:l'.....: ..,.h., ,..,;.,; ,<I t ! " ',' " t' , II" ,
SB1 Printing checks with signatures
~B2 Program for downloading fines from SOS Probation and Adul
Probation,
~B3 Fine breakdowns to include Crime Lab in breakdown instead
of entering amounts in two separate places,
~B4 Restitution reports to include additional information: Receip
# & Case #
SB5 Habeas Court Costs being turned in manually
~B6 Parole Fines (computerized with receipt to give customer)
~B7 Juror Imprest Account availability for Tammy's PC and
signatures on checks,
B8 Carbon Copy of computer receipts given to customers.
B9 Monthly Reconciliation's, Reports & Ledgers (?)
~B10 Fee breakdown for Trade Names (requires changes in Real
Estate and Bookkeeping,
~B11 Need detailed audit report for any changes made concerning
money including employees' name making changes and
reason for changes,
S812 Accounting module should be able to:
Print Checks
Import data into each account automatically from Fees,
Fines, Real Estate, etc,
Reconcile imported data automatically
, ,JI; Minute Books "," ';~' ", , ,.; '-',1 D ! 'I' ., ' , ,
:.' " :j ;,. .... ;. .C,' ' : " 'j. : .,
SM1 The capability to store docum~nts that are maintained on the
minutes that are not case related, To include the following:
Attorney's Oath
Attorney's Orders
Attomey's Certificates
Order's to Draw Jurors
Jury Lists
Attomey's Leaves of Absence
Notary Commissions
Misc. Orders Filed
Acceptance Criteria
ern#: em r; J '"i . Status '.
C1 Completion of System Requirements as described above
O-day Acceptance Period after "Live" date, the completion 0
ich will result in official acceptance of product
ta(uaDate
1. EXHIBIT "E"
"Implementation Schedule"
(This schedule is tentative and may change with the approval of both parties)
Task
Pre-Meeting for Implementation Discussion
Contracts Signed
Order, Install, and Configure Hardware
Order Servers
Order Scanners
Order Procomm, Unidata Licenses, QuickBooks
Install Servers
Install new PCs from Authority + Scanners for Icon Project
Software Configuration and Implementation
Data sets to Icon for conversion set-up
Interfaces Complete
T estinglTraining/lmplementation
Testing in Clerk of Court
Training
Conversion Day
Implementation
Acceptance Period Complete
Date
Thu 12/12/02
Week of 2/17/03
Fri 2/21/03
Fri 2/21/03
Fri 2/21/03
Mon 3/31/03
Mon 3/17/03 - Fri 3/28/2003
Fri 2/28/03
Mon 3/31/03
Man 3/31/03 - Fri 4/25/03
Man 4/21/03
Wed 4/30/03
Thu 5/1/03
Mon 6/2/03
EXHIBIT "F"
"Payment Schedule"
Payments referred to under this EXillBIT relate to software and services provided by
ICON and do not include hardware.
Payment #1 of 4: $20,625.00 due at contract signing (25%), plus a $921.00
Bonding Fee due at contract signing
Payment #2 of 4: $20,625.00 due at initial product installation (25%)
Payment #3 of 4: $20,625.00 due at beginning of acceptance testing (25%)
Payment #4 of 4: $20,625.00 due 30 days after "Successful Live Date" (25%)
EXHIBIT "G"
"Proof of Performance Bond"
(Please See Attached)
Issuer
Name BANK OF NORTH GEORGIA
Address 8025 WESTS IDE PARKWAY
ALPHARETTA, GA 30004
Beneficiary Customer
Name CITY OF AUGUSTA, GEORGIA Name ICON SOFTWARE CORPORATION
Address 530 GREENE STREET Address 3453 LAWRENCEVILLE SUWANEE RD SUITE A
AUGUSTA, GA 30911 SUWANEE, GA 30024-6507
'Date 01/14/2003
IRREVOCABLE LETTER OF CREDIT NO. 499
To the above named Beneficiary:
For the account of our Customer identified above, we (the Issuer) hereby issue and establish
this Irrevocable Letter of Credit in your favor for an amount or amounts not exceeding U.S.Dollars .'
$82 1500.00 in the aggregate (the "Credit Amount"). These funds shall be available to you
upon your presentation of drafts drawn on us at sight, accompanied by any written certificates or
documents indicated below.
Presentation of such drafts shall be made during regular business hours, on or prior to the
Expiration Date hereof, at our office located at the Issuer address above indicated or at such other
address as we may specify in written notice to you (the "Presentment Address"). Drafts drawn and
presented hereunder and in compliance with the terms and conditions hereof will be duly honored
by us with our own funds.
1. DRAWINGS
Partial drawings of funds hereunder are{] permittedKI not permitted. If permitted,
partial drawings made and honored shall correspondingly reduce (and shall not in the aggregate
exceed) the Credit Amount stated above.
Each draft must specify its dollar amount and state on its face that it is "DRAWN UNDER
BANK OF NORTH GEORGIA IRREVOCABLE LETTER OF CREDIT NO.
499 DATED 01/14/2003 ." Each draft must be accompanied by any additional
documentation specified below, all duly executed and in form and content satisfactory to us.
In the case of a fmal drawing that extinguishes the Credit Amount or any remaining balance '
thereof, the draft must be accompanied by the original of this Letter of Credit. (In the case of
drafts for permitted partial drawings prior to said final drawing, each such draftD must be
o need not be accompanied by this Letter of Credit.)
The following additional documentation must be delivered to us at the Presentment Address
contemporaneously with each draft presented by you:
2. EXPIRATION DATE
This Letter of Credit shall expire on the earlier of (a) our close of business on
07/01/2003 , or (b) the day on which the Credit Amount is reduced to zero by
drawings hereon made and honored. Upon such expiration, we shall be fully discharged of all
obligations hereunder and you shall surrender this Letter of Credit to us for cancellation.
SNV-ILCMAST -02127/01
Page 1-3
I,
3. TRANSFERABILITY
KJ This Letter of Credit is non-transferable, and no valid transfer or assignment hereof
shall be authorized or permitted.
o This Letter of Credit may be transferred in its entirety but not in part, upon your
delivering to us your prior written notice of the intended transfer and payment of our transfer fee.
In the event of such transfer, and at all times after the date thereof, (a) the transferee shall be deemed
the sole Beneficiary for all purposes hereof and we shall have no further obligation or responsibility to
you (as the original Beneficiary) hereunder; and (b) the words "you" and "your", wherever used herein,
shall mean and refer to the transferee.
4. COMPLIANCE
You alone shall be responsible for the correctness of the amount and timeliness of each
drawing, for the proper application and disbursements of the amounts drawn hereunder, and for
your compliance with the provisions hereof. Neither you nor any other person shall have any
recourse against us for any amount paid by us in good faith hereunder pursuant to any draft or
documentation which fully complies with the terms hereof, or which on its face appears otherwise
in order but proves to be erroneous, forged, fraudulent, invalid or insufficient in any respect, in the
absence of gross negligence or willful misconduct on our part. Under no circumstances shall we be
held responsible for any impossibility or difficulty in your achieving strict compliance with the
requirements hereof precisely as stated herein.
5. DISHONOR
We reserve the right to dishonor any draft which does not strictly comply with the
requirements hereof. In no event shall we be precluded from relying upon any reason for dishonor
of a draft given by us in a communication received by you (or by the presenter of the draft) within a
reasonable time not exceeding Seven Banking Days after the draft and all required accompaniments are
presented to and received by us (the "Seven-Day Period"). We shall be entitled to rely upon any such
reason without regard to either (a) the timing of any presentment made before the Expiration Date, or
(b) the timing during the Seven-Day Period of any preliminary communication(s) from us concerning
any dishonor decision or reason for dishonor. For any such reason so given by us within the Seven-Day
Period, we shall conclusively be deemed to have met the "reasonable time", "without delay", and other
timing requirements imposed by the Uniform Customs and Practice for Documentary Credits, 1993
Revision, ICC Publication No. 500, published by the International Chamber of Commerce (the
"Uniform Customs"). The Expiration Date shall not be extended to accommodate a presentment made
less than seven Banking Days prior to the Expiration Date, and you shall not be entitled to submit a draft
or any documents in support of a drawing after the Expiration Date. In no event shall we be required to
communicate a dishonor decision or our reasons for such decision prior to or at any time less than the
Seven-Day Period. As used herein, "Banking Day" shall mean any day (excepting Saturdays and
Sundays) on which commercial banks in the State indicated below in Section 6 are neither authorized
nor required to close.
6. APPLICABLE LAW; JURISDICTION
This Letter of Credit is subject to the Uniform Customs, which are made a part hereof by
this reference; and to the extent not inconsistent with the Uniform Customs, this Letter of Credit
shall be governed by and construed in accordance with the laws of the State of
U.S.A. GEORGIA
For Purposes of any litigation which might arise hereunder, your acceptance of this
Letter of Credit shall constitute your consent to the jurisdiction and venue of any court of competent
jurisdiction in the judicial circuit or district of the Presentment Address location, and your
agreement to institute no such litigation elsewhere.
SNV-ILCMAST-mn7/Ol
Page 2-3
7. MISCELLANEOUS
If by mistake or inadvertence, or for any other reason, any funds in excess of the Credit
Amount at the time available are paid by us and received by you, you shall promptly refund the full .
amount of such excess to us.
None of the provisions of the Letter of Credit shall be deemed waived by any failure on
our part to require strict compliance therewith.
If and in the event that any portion or provision hereof is adjudged invalid or
unenforceable by any court or governmental agency having jurisdiction in the matter, and
notwithstanding any provisions hereof to the contrary, this Letter of Credit shall be deemed null and
void ab initio and both of us shall be restored to our respective formerly occupied conditions as
though this Letter of Credit were never issued.
Yours very truly,
By
BANK OF NORTH GEORGIA
Name of Issuer
NWB
Title
SR. VICE PRESIDENT
By
Title
SNV-ILCMAST .f12f27/0l
Page 3-3
SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the 21st day of February. 2003-> by and between: ICON
SOFTWARE CORPORATION, INe., a Georgia Corporation with its place of business at 3453 Lawrenceville-
Suwanee Rd. - Suite A, Suwanee, GA 30024 and Augusta, Georgia, a political subdivision of the State of
Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, 30911 ("Licensee"),
WHEREAS Icon Software Corporation is the owner of the rights to certain software as identified in
Exhibit A (collectively the "Software"), including copyright, trademark, trade secret and other intellectual property
rights;
WHEREAS Licensee and Icon Software Corporation have entered into a software license agreement dated
the ~day of February 2003, enabling Licensee to use the Software on the terms specified therein (the "License
Agreement"); and
WHEREAS Licensee is desirous of participating in Icon Software Corporation's annual maintenance
program for the Software;
NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the
parties agree as follows:
1. In consideration of payments to be made by Licensee to Icon Software Corporation as set out below, Icon
Software Corporation agrees to provide the following software maintenance services during the term of this
Agreement:
(a) Icon Software Corporation will maintain the Software so that it operates in conformity in all material
respects in with the descriptions and specification for the Software set forth in the Documentation
referred to, and as defined in, the License Agreement.
(b) In the event that Licensee detects any errors or defects in the Software, Icon Software Corporation
will provide reasonable telephone support, in the form of assistance and advice on the use and
maintenance of the Software, during Icon Software Corporation's hours of support (8am - 5pm EST,
Monday - Friday)
(c) Icon Software Corporation will send Licensee mailings on Upgrades and New Products of the
Software to the Licensee's address specified above, "Upgrades" are those enhancements to the
Software that Icon Software Corporation generally makes available as part of the annual maintenance
program. A "New Product" is any update, new feature or major enhancement to the Software that
Icon Software Corporation markets and licenses for additional fees separately from Upgrades.
(d) At Licensee's request, Icon Software Corporation shall provide Licensee with Upgrades of the
Software at no additional charge, Licensee shall be entitled to acquire a license to New Products for
Icon Software Corporation's then prevailing license fees. Software Upgrades and New Products will
be sent by Internet downloads, on three and a half (3 1/2) inch diskettes or CD's with explanations,
instructions and updated documentation where appropriate. Icon Software Corporation will also
make other installation developments, such as reports, interfaces, etc., available to Licensee if they
are appropriate for possible use by Licensee,
2. Maintenance services shall not include, and Licensee shall pay extra for, any and all consulting,
implementation, customization, education and training related services subject to the availability of Icon
Software Corporation's staff, except as provided in the signed Software Licensing Agreement.
3. Licensee shall pay an annual maintenance fee to Icon Software Corporation as provided in Exhibit A. This
fee shall be subject to change as set out in Exhibit A.
4. Licensee agroo; that all materials, documentation, Upgrades, New Products, and other materials provided to
Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as apply to the
Software under the License Agreement.
5. Licensee shall, at Icon Software Corporation's request, provide Icon Software Corporation with the right of
dial-access to Licensee's computers on which the Software is installed, so as to enable Icon Software
Corporation to monitor the operation of the Software.
6, Icon Software Corporation will invoice Licensee for services (including installation, customization, training
and additional services) and related expenses on a monthly basis for such services performed and related
expenses incurred during each month outside of the annual maintenance. In addition to the foo; payable by
Licensee to Icon Software Corporation, all taxes and other levies, including sales and use taxes (but
excluding taxes based on the net income ofIcon Software Corporation resulting from this Agreement) shall
be the responsibility of the Licensee. If any withholding tax or similar levy is applicable to the foo; or other
amounts payable to Icon Software Corporation, Licensee shall pay such additional amount as shall result in
Icon Software Corporation receiving the total amount of the foo; or other amounts it would have been paid
but for such tax or levy.
7, The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement
includes confidential and proprietary information (hereinafter the "Confidential Information"), Each party
agroo; not to disclose Confidential Information to third parties, without the prior written consent of the other
party or pursuant to Court order. The parties agree that the Confidential Information does not include any
information which, at the time of disclosure, is generally known by the public, Icon Software Corporation
acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records
Act (O,C.G,A, ~ 50-18-70, et seq. Icon Software Corporation shall cooperate fully in responding to such
request and shall make all records, not exempt, available for inspection and copying as required by law.
8, The initial term of this Agreement shall be for a period of one (1) year following the expiry of the warranty
period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains
licensed by Icon Software Corporation to use the Software, unless earlier canceled in writing by either party
at any time upon 90 days written notice. If a software maintenance agreement is not initiated immediately
after the warranty period, canceled or not renewed annually, there will be costs associated with software
reconciliation with the issuance and a new software maintenance agreement.
9, (a) This Agreement shall terminate if the License Agreement is terminated by Icon Software Corporation
or Licensee,
(b) Either party has the right to terminate this Agreement if the other party breaches or is in default of
any obligation hereunder, and if such default has not been cured within fifteen (15) days after receipt
of notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party becomes insolvent or
bankrupt.
(d) The obligations of each party pertaining to Confidential Information and taxes shall survive the
termination of this Agreement.
10, Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any
delay or failure by such party in performing its obligations hereunder, if such delay or failure was the
unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labour
disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition
beyond the control of such party; provided that such party notifies the other party of its inability to perform
and the reasons therefor, with reasonable promptness; and performs its obligations hereunder as soon as
circumstances permit.
13. This Agreement, or any of the rights or obligations ofIcon Software Corporation created herein, may not be
assigned by Icon Software Corporation without Licensee's consent, which consent shall not be wrreasonably
be withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee
without the express written consent ofIcon Software Corporation,
14. Licensee acknowledges having read and understood this Agreemmt and agrees to be bound by its terms and
conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the
contract(s) between Icon Software Corporation and Licensee as identified in the License Agreement,
represents the complete and exclusive agreemmt between the parties with respect to the subject matter
hereof and supersedes all prior agreements, negotiations, discussions or understandings between them in any
way relating thereto. No other terms, conditions, representations, warranties or guarantees, whether written
or oral, express or implied, shall form a part hereof or have any legal effect whatsoever, In the event of any
conflict or inconsistency between the provisions of this Agreement and the provisions of the contract(s)
identified in the License Agreement, the latter provisions shall be of no force and effect and the provisions
of this Agreement shall govern. This Agreement shall not be modified except by later written agreement
signed by both parties.
IS. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia,
U.S.A, All claims, disputes and other matters in question between Licensee and Icon Software Corporation
arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia Icon Software Corporation, 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.
16, All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties
appearing on page one of this Agreemmt. Any notice given shall be deemed to have been received on the
date, which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the
mailing thereof. Either party may change its address for notices by giving notice of such change as required
in this Section 16,
Customer: Clerk of Superior Court
530 Greene Street, Room 503
Augusta, GA 30911
ATTN: Clerk of Superior Court
Fax No. 706-821-2448
With copies to:
Information Technology Department
530 Greene Street, Annex 101
Augusta, GA 30911
A TTN: Director
Fax No. 706-821-2530
Administrator
530 Greene Street, Room 801
Augusta, GA 30911
Fax No, 706-821-2819
Icon: Marty Hahn, President
Icon Software Corp.
3453 Lawrenceville-Suwanee Road
Suite A
Suwanee, GA 30024
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of
Icon Software Corporation and Licensee.
ACCEPTED BY:
cI'
Bob Young
Name:
Title:
~~
Attest:
Name:
Title:
Clerk of Commission
::ON s:a~RATION
Name: Martin ahn
Tide, p,esidentJChi~ve Ollie<<
Attest: ~ ~
Name: Chris Scheels
Title: Y.P.lChiefOoerating Officer
Date: J- '1+D '-~D3
..
.
EXHIBIT A
(Software Maintenance Agreement)
Item Licensed Product Initial License Annual Maintenance Maintenance
Fee Fee'" Start Date
1. ICON SOFTWARE $ 71,500 $ 5,500 May 1, 2003
CORPORATION
TOTAL $ 71.500 $ 5.500
1:
Second year maintenance fee only, First year maintenance at no additional cost, Subsequent years are
renewable annually at the support anniversary date, Annual Long-Term Support fees will be based on the
then current support percentage for the product multiplied by the then current value of the License Fee, not to
exceed Twenty Percent (20%),