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HomeMy WebLinkAboutMunicipal Code Corporation Inc. Software License Agreement Augusta Richmond GA DOCUMENT NAME: (Y\UN \C.'G'AL Q01)E" C6({.f>O({A'T/ON -:eNe. <So-PtwA(2.-0 Li c e.N'S~ /.4 ~ ~c;;;c P'l~' DOCUMENT TYPE: A ~ (Z.d r'"' ~ 'I YEAR: d- DC> S- BOX NUMBER: C) S- FILE NUMBER: 1 '1 to 44 NUMBER OF PAGES: d. C\ SOFTWARE LICENSE AGREEMENT THIS AGREEMENT made as of the I j~day of Ll V\. I ,2005, by and between: ~ Municipal Code Corporation, Inc., a Florida corporation, with its place of business at P.O. Box 2235, Tallahassee, FL, 32316 ("MCCi") and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911 ("Licensee"). This contract will operate in accordance with Augusta, GA RFP 03-103, and any item herein outside of such must be completed as in contract or be subject to penalty clause. In case of conflict between RFP #03-103 and this contract, this contract shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It may only be modified in writing and must be signed by authorized representatives of both parties. WHEREAS, MCCi is a Value Added Reseller rv AR) for Novusolutions Muni-Agenda Software, a Legislative Agenda Management System, and LaserFiche, a Document Management Software (known collectively as the "software"), including copyright, trademark, trade secret, and other intellectual property rights; WHEREAS, Licensee is desirous of obtaining a license to use the Software; NOW THEREFORE, in consideration of the covenants, conditions, and agreements herein contained, the parties agree as follows: 1. LICENSES 1.1 MCCi will supply all software required to satisfy Augusta's requirements for a Legislative Software Management system as described in Attachment 1. 2. PAYMENT / FINANCIAL CONSIDERATIONS 2.1 In consideration of the license granted to Licensee by this Agreement and the services set forth in the System Requirements described in Attachment 1, Licensee shall pay to MCCi the fees and expenses as set forth in Attachment 2 (the "Fee"). The total amount paid by Licensee shall not exceed this Fee unless approved by Licensee in writing. 2.2 Labor costs, costs associated with subcontract work, bonding costs, and direct expenses such as printing, meter rental, telephone and commercial computer software are included in the maximum compensation. 2.3 Prior to the making of this contract, MCCi shall have obtained a performance bond in the amount of $93,000.00 (ninety-three thousand dollars). Proof of the acquisition of the bond shall be provided to the Licensee and attached to the contract as Attachment 4. MCCI Software License Agreement 1 2.4 MCCi will invoice twenty-five percent (25%) of the total contract amount upon contract signing, twenty-five percent (25%) upon software installation, and the balance will be invoiced at Project Acceptance as detailed Attachment 3. Payment will be due upon receipt of invoice. 3. PROPRIETARY INFORMATION AND OPEN RECORDS 3.1 Licensee acknowledges that the Software, the Documentation and other information relating thereto (including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant to this Agreement are owned by Novusolutions & LaserFiche and include trade secrets and other confidential and proprietary information of Novusolutions & LaserFiche, and Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without Novusolutions' & LaserFiche's prior written consent or pursuant to Court order; Licensee shall make no attempt to reverse compile, disassemble, or otherwise reverse engineer the Software or any portion thereof. These obligations of confidentiality shall survive termination of the license granted herein. 3.2 MCCi 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.) MCCi shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. MCCi shall clearly mark any information provided to Licensee which MCCi contends is Proprietary Information. MCCi shall notify Licensee immediately of any Open Records request arising out of this contract and shall provide to Licensee a copy of any response to the same. 4. LICENSEE RESPONSIBILITIES 4.1 The Licensee shall assist MCCi by placing at its disposal all available information pertinent to the project including previous reports and any other data relative to the MCCi servlces. 4.2 The Licensee shall obtain advice of an attorney, insurance counselor and other Consultants as Licensee deems appropriate, for examination and rendering of decisions pertaining to documents presented by MCCi relating to this project within a reasonable time so as not to delay the services of MCCi. 4.3 The Licensee shall give prompt written notice to MCCi whenever Licensee observes or otherwise becomes aware of any development that affects the Scope or timing of MCCi Services. 4.4 The Licensee shall bear all costs incident to compliance with the requirements of this Section 4. MCCI Software License Agreement 2 5. MCCI RESPONSffiILITIES 5.1 MCCi warrants the Software to operate in all material respects as specified in the Documentation. This warranty shall be perpetual as long as the Licensee has a current maintenance agreement with MCCi. For one (1) year following installation, MCCi will design, code, check out, document, and deliver promptly any amendments or alterations to the software that may be required to correct errors present at the time of acceptance. This warranty is contingent upon Licensee advising MCCi in writing of such errors within one (1) year from installation as defmed herein. 5.2 As this project will potentially encompass data that existed prior to the year 2000, MCCi represents that Novusolutions & LaserFiche software applications have been tested and are Year 2000 compliant. Specifically, Novusolutions & LaserFiche software shall correctly process date data within and between the 20th and 21 st century, provided that (a) the software is used in accordance with its associated documentation, and (b) all other technologies used with it properly exchanges date data within it. MCCi has proposed modem technology be used with this project which MCCi is informed and believes is year 2000 compliant. 6. RIGHTS OF TERMINATION 6.1 The license granted by this Agreement is effective until terminated. MCCi has the right to terminate the license granted under this Agreement if Licensee is in default of any term or condition of this Agreement, and fails to cure such default within sixty (60) days after receipt of written notice of such default. Without limiting the foregoing the Licensee shall be deemed to be in default if Licensee becomes insolvent or any proceedings should be commenced by or against Licensee under any bankruptcy, insolvency or similar laws. In the event that the license granted under this Agreement is terminated, Licensee shall forthwith return to MCCi all copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to MCCi that all copies or partial copies of the Software, the Documentation and such other materials have been returned to MCCi or destroyed. Furthermore, either party may terminate this Agreement at any time upon the giving of written notice: 6.1.1 In the event that the other party fails to discharge any obligations or remedy any default or breach under this Agreement for a period continuing more than sixty (60) days after the aggrieved party shall have given the other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the aggrieved party gives such notice so terminating this Agreement; or MCCI Software License Agreement 3 6.1.2 In the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtorts moratorium; or 6.1.3 In the event that appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of Licensee. 6.2 MCCi shall indemnify and hold the Licensee harmless from any and all liability , loss or damage the Licensee may suffer as a result of claims, demands, costs or judgments against it arising out of the MCCi negligence in the performance of this Agreement. 7. IMPLEMENTATION 7.1 MCCi agrees to have the software implemented and "Ready for Live" according to the schedule specified in Attachment 3: Implementation Schedule and Project Acceptance. "Ready for Live" is defined as MCCi delivering software, consulting, and training sufficient to enable Licensee to begin operational use of the software and the date MCCi states the Licensee can "Go Live" with the software. MCCi shall not be responsible for performance of obligations that are postponed as a result of delays beyond MCCi's reasonable control. 7.2 The work described shall be carried out as expeditiously as possible. MCCi shall not be liable to the Licensee, if delayed in, or prevented from performing the work as specified herein through any cause beyond the control of MCCi, and not caused by his own fault or negligence including acts of nature or the public enemy, inclement weather conditions, acts, regulations, or decisions of the Government or regulatory authorities after the effective date of this Agreement, fires, floods, epidemics, strikes, jurisdictional disputes, lockouts, terrorism, and freight embargoes. 8.0 PENAL TV 8.1 In recognition of the importance of this timeframe, MCCi offers the following penalty and procedures: 8.1.1 MCCi will give written notice to the Licensee, when in MCCi's judgment, the software has been implemented and the Licensee is "Ready for Live" (Implementation Date). The Licensee shall be deemed to be "Ready for Live" five (5) working days after receiving MCCi's written notice, unless during this period, the Licensee gives written notice to MCCi, describing in reasonable detail, any critical deficiencies in MCCi's software or the delivery of consulting, training or hardware which precludes the Licensee from being "Ready for Live". If the Licensee gives proper notice of not "Ready for Live" then: MCCI Software License Agreement 4 8.1.1.1 8.1.1.2 MCCi shall respond immediately to remedy the deficiency, or If MCCi determines, reasonably and in good faith, that there is no critical deficiency and that the Licensee is "Ready for Live", then MCCi shall give written notice to the Licensee explaining that determination in reasonable detail. The Licensee shall be deemed to have accepted the "Ready for Live" date of MCCi's notice as described in this paragraph, unless notice of a dispute is provided to MCCi in writing with ten (10) working days. 8.2 Provided Licensee meets its deadlines set forth in the Project Schedule in Attachment 3, MCCi agrees to pay the Licensee a late penalty of $200 per day for each workday after the established "Go Live" date that MCCi fails to have the Licensee ready for "Go Live". All penalties will become due and payable upon failure to meet the "Go Live" date. 9.0 NOTICES 9.1 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 Agreement. 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. 9.2 To ensure effective communications, MCCi shall submit all invoices and correspondence regarding accounts payable and receivables shall be made to the following address: The originals to: Copies To: MCCI Software License Agreement IT Director 530 Greene Street, A-lOl Augusta, GA 30911 ATTN: TamekaAllen Title: IT Director Telephone: 706.821.2522 Fax Number: 706.821.2530 City Administrator 530 Greene Street Augusta, GA 30911 ATTN: Fred Russell Title: City Administrator Telephone: 706.821.2400 5 IT Application Manager 530 Greene Street, A-lOl Augusta, GA 30911 A TIN: Mike Blanchard Title: Application Manager Telephone: 706.821.2862 Fax: 706.821.2530 10.0 LEGAL ASPECTS OF TillS AGREEMENT AND VENDOR/LICENSEE RELATIONSHIP 10.1 Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement, together with any Attachments and other applicable agreements, referencing this Agreement and expressly made a part hereof that are duly signed by the parties, represents the complete and exclusive agreement 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 any provisions of the contract( s) as identified in the Attachments to this 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. 10.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between Licensee and MCCi arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. MCCi, 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. 10.3 This Agreement shall not be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. 10.4 This Agreement, or any of the rights or obligations of MCCi created herein, may not be assigned by MCCi without Licensee's consent, which consent shall not be unreasonably withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of MCCi. MCCI Software License Agreement 6 10.5 No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute consent to any prior or subsequent breach. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. All notices required to be given hereunder shall be given in writing and shall be delivered either by hand, by certified mail with proper postage affixed thereto, by overnight express delivery (guarantying next business morning delivery), or by facsimile (with confirmation copy sent by registered mail) addressed to the signatory at the address set forth on the signature page, or such other person and address as may be designated from time to time in writing. All such communications shall be deemed received by the other party upon actual delivery. No modifications, additions, or amendments to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of the parties. MCCI Software License Agreement 7 IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of MCCi and Licensee. MCCI: By: /~ ( ~ ::'GUS~ ~~ t ~ Name: Bob YOUllO Name: ,"'- .~-... G~A.A/I Title: t.:~ <::<. V. P Title: , ~ 'l//ff}$t '4!/ P Lena Bonner Attest: By: Title: Clerk of Commission MeeT Software License Agreement 8 Attachment 1 - Augusta System Requirements ill Description Ae:enda Creation and Workflow 1 Management of workflow as detailed in Attachment 1 of original RFQ. ./ 2 MCCi will provide LaserFiche (LF) Standard Software, a full-featured ./ version of LaserFiche. This software is a records repository allowing storage, retrieval and imaging of all documents. Capabilities include an intuitive browse window, index cards, full-text indexing, keyword template search, fuzzy word search, and virtually unlimited folders, giving users access to any document instantly. LaserFiche provides a truly concurrent licensing structure. Instead of purchasing a license for every computer with LaserFiche installed, licenses can be purchased to suit the needs of the number of people enterprise-wide that will use LaserFiche. The number of licenses purchased equals the number of concurrent users of LaserFiche. For example the 12 Retrieval users could be installed on 20 different PCs but only 12 of them could access the system simultaneously. 3 MCCi shall provide the following software, distribution plug-ins, ./ workflow, and integration tools: . LF Standard Server . LF WebLink . LF Full User . LF Retrieval User (for use with WebLink) . LF SnapShot . LF E-mail Plug In · MuniAgenda powered by Novus, licensed by server not by client access. .NET platform. . LF Advanced Audit Trail Module . LF Integrator's Toolkit . ScanConnect Software 4 Creation of individual agenda items (see Attachment 2 of original RFQ). ./ This must capture, at a minimum, the following fields/items (suggested alterations/alternatives will be entertained by the evaluation committee): · Originating Department of Agenda Items . Originating Personnel . Commission Committee Chairperson . Mayor and Administrator . Subject . Caption/Title . Background Information . Analysis . Financial Impact . Recommendation of Originator . Identification of Alternatives . Requested Agenda Date . Department Director(s) approval for departments that the agenda will go through. . Administrator Approval . Account Numbers to pull funds from (when applicable) MCCI Software License Agreement 9 Vendor Response 5 Import background materials and attach them to agenda items. This All documents will be full should include scanned documents that are indexed for improved search text searchable once archived capability. into the Document Management system. From the MuniAgenda application, the description field of items can be made full text searchable within MuniAgenda. 6 Allow for versioning of agenda items and background material. Not in current version, may incorporate into future version or through integration with Document Management system. Augusta Note: We will not store multiple versions - only the approved version, until such time as this is available (MFB). 7 Forwarding of completed agenda items to next level for approval. ./ 8 Remanding rejected agenda items to the next lower level. Based on workflow configuration 9 Tracking of agenda items through all personnel, committees, and bodies ./ who have handled it and what their actions regarding the agenda item were. 10 Creation of Committee meetings, their agendas, and minutes. See ./ Attachment 3 of Original RFQ. 11 Creation of Commission meetings, their agendas, and minutes. See ./ Attachment 4 of Original RFQ. 12 Creation of Approval Letters items for distribution to government Not standard in current departments or other entities filing agenda items. See Attachment 5 of version, but Crystal reports Original RFQ. can be used by Augusta to generate these letters. Reportine: and Distribution 1 Packaging of all information related to the agenda item (including ./ background files) for distribution through electronic or printed media. Agenda Items should have a consistent look and feel regardless of department of origin or subject. This can be via PDF or other means suggested by the vendor. 2 Custom reporting for county personnel to create reports on an ad hoc ./ Crystal Reports can be basis. used. 3 Customization of standard reports in software will include the Augusta ./ logo and location-specific information. Internet 1 Export agendas and meeting minutes to HTML, PDF or other format for ./ access over the Internet. 2 Search capability for internal and external entities over the Internet, with ./ security settings permitted for different categories of user. Securitv 1 Control of access to documents through security implemented at the ./ software level (entered by an administrator) rather than the NT Group level. MCCI Software License Agreement 10 2 Audit trail will be kept to track access to system. In the current version, history is kept and viewable for each item. Crystal reports could be used to create a system wide report. Electronic Votine: 1 Members shall be able to vote on agenda item approvals, with the options Yes, but this functionality of choosing "Yes", "No" or "Abstain" at a minimum. will not be available until mid-2005 and will require the Enterprise edition of the software. Augusta Note: this is the version that we are buvinf! (MFB). 2 If the vendor's program is used as a voting platform, the database will be The Enterprise of the updated to reflect these changes at the time of voting. software will be in compliance in mid-2005. In the Professional edition the clerk or one individual would have to track all of the voting in the system, as opposed to the council members voting themselves on laptops. 3 System shall provide for voting by commission members by providing a ./ in the Enterprise edition. screen or window within the program that permits the members to choose Members will need to vote an option that has been specified by the Clerk of Commission. This through a device that nms option should include the text of the agenda item begin voted upon and a Internet Explorer. simple method of choosing a voting option using mouse, keyboard, or other input device. 4 System shall provide for a screen or window that the Clerk of Commission ./ in the Professional edition can use to record the votes of the members of the commission without and the Enterprise edition. their interaction. This would allow for voting outside of the program (show of hands, voice vote, electronic device, etc.) and the results would be entered by the Clerk or their representative. 5 System shall interface with an electronic device that will permit the votes Currently MuniAgenda will of the commission to be tallied and transmitted to the database by means use only the mouse other than direct program entry through traditional mouse or keyboard or keyboard. If Augusta input. identifies a device to be used then MCCi could explore integration. Trainine: I Vendor will be on-site during implementation for a minimum of one week ./ (5 business days). 2 End-User Training: MCCi will provide instructor-led hands-on training in ./ the operation of the MuniAgenda Software, and LaserFiche Software and Plug-ins. Training arrangements will be dependent upon number of users purchased. Training will involve demonstrating the setting up of volumes, templates, and folder hierarchy. Training will also include how to Scan, Optical Character Recognition (OCR), Index, and document searching, at a minimum. MCCI Software License Agreement 11 3 System Administrator Training: MCCi will provide a one day training ./ session to your organization's Systems Administrator. The Training will include administration of MuniAgenda Software, Configuring LaserFiche System, Database Maintenance, Security Settings, Data Back Up, Methods of Communication for LaserFiche Software Support, and Solution Development. SUDl ort 1 Vendor will have a 1-800 number available for technical support of their ./ product. 2 Vendor shall have the ability to service client remotely via WebEx or ./ pcAnywhere. BackfLle Conversion 1 Vendor will suggest a methodology for converting our existing minute ./ books to digital format. This format should be integrated with the vendor's software but should not require individual entry of every historical agenda item by the user. MCCi will scan and integrate the documents with LaserFiche's Software and provide the Client with the most powerful index retrieval search engine available with the following features: intuitive browse window, index cards, and fuzzy logic. The search engine will aIlow the Client to search thousands of documents at one time or a select field of documents using: text, proximity, wildcard, fuzzy or Boolean search logic. The Client will be provided with one CDROM with text documents linked to Images. Please be aware that MCCi charges per scanned image, single pages that require multiple scanning (ie: multiple documents, & multiple documents that share a page) will be billed accordingly. Handwritten documents will be searchable by keyword index only. All volume estimates are based on figures given to MCCi by the Licensee. 2 Documents converted as part of this project shall be delivered to the city at ./ date of "Go-Live" as established in Atachment 3. Hardware Specifications I Hardware provided by Augusta will at minimum adhere to the following ./ specifications for the LaserFiche software: la LASERFICHE SCANNING STATION PC ./ Operating System: Windows 98, Windows NT (service pack 5 or higher), Windows 2000 or XP CPU: 800 MHz processor or faster Memory: 256 MB RAM;Communications: TCP/IP Web browser: Internet Explorer 5 or higher Ib LASERFlCHE SERVER REQUIREMENTS ./ Operating System: Windows NT (service pack 5 or higher), Windows 2000, or Windows 2003. CPU: Pentium III 700 MHz processor or faster Memory: 512 ME RAM minimum; I MB per additional user Communications: TCP/IP FOR LF UNITED VERSION ONLY: Database Engine: MS SQL Server 2000 (service pack 3 or higher) MCCl Software License Agreement 12 lc LASERFlCHE CLIENT REQUIREMENTS ./ Operating System: Windows 98, Windows NT (service pack 5 or higher), Windows 2000 or XP CPU: Pentium II 500 MHz processor or faster Memory: 128 MB RAM;Communications: TCP/IP Web browser: Internet Explorer 5 or higher Id LASERFICHE WEBLINK REQUIREMENTS Operating System: Windows 2000 wi Internet Information Service 5.0 CPU: Pentium III 650 MHz processor ./ Memory: 256 ME RAM Ie All scanners must utilize ISIS drivers ./ If All scanners also require the ScanConnect Software ./ 2 Hardware provided by Augusta will at minimum adhere to the following Augusta derived the specifications for the MuniAgenda software: configurations below from minimums provided by MCCi on LaserFiche and MuniAgenda. 2a MuniAgenda DB Server ./ Proliant DL380 G4, (2) 3.6GHZlIMB, 2GB memory NC7781 dual port pci-x embedded, ethemet gigabit integrated smart array 6i controller redundant power supply redundant fan kit 1.44MB floppy diskette 24x cdrom 2GB PC2-3200 DDR2 SDRAM (2xI024MB) 72GB pluggable ultra320 hard drive Windows 2003 server, standard edition Microsoft SQL server, standard edition 2b Document Management Server ./ Proliant DL380 G4, (2) 3.6GHZ/IMB, 2GB memory NC7781 dual port pci-x embedded, ethernet gigabit integrated smart array 6i controller redundant power supply redundant fan kit 1.44MB floppy diskette 24x cdrom 2GB PC2-3200 DDR2 SDRAM (2xl 024MB) 146.8GB pluggable ultra320 hard drive Windows 2003 server, standard edition Microsoft SQL server, standard edition, I processor MCCI Software License Agreement 13 2c Web Server ./ Proliant DL380 G4, (2) 3.6GHZ/IMB, 2GB memory NC7781 dual port pci-x embedded, ethernet gigabit integrated smart array 6i controller redundant power supply redundant fan kit 1.44MB floppy diskette 24x cdrom 2GB PC2-3200 DDR2 SDRAM (2xl024MB) 72GB pluggable ultra320 hard drive Windows 2003 server, standard edition 2d MuniAgenda Client Machines Client computers accessing can do so using a web browser. No other client side software is required. ./ Clients can be PC or MAC. MCCI Software License Agreement 14 Attachment 2 - Cost of Services Software Units U nit Cost Extended Cost LF Standard Server *requires MS SQL to run this version I $ 7,920.00 $ 7,920.00 of LaserFiche LF WebLink I $ 9,585.00 $ 9,585.00 LF Full User ($660 each) 5 $ 660.00 $ 3,300.00 LF Retrieval User ($266 each) *for use with WebLink 30 $ 266.00 $ 7,980.00 LF SnapShot ($120 each) 5 $ 120.00 $ 600.00 LF E-mail Plug In ($96 each) 5 $ 96.00 $ 480.00 LF Advanced Audit Trai] Module I $ 10,385.00 $ 10,385.00 LF Integrator's Toolkit (unlimited users) I $ 3,250.00 $ 3,250.00 ScanConnect Software (1 license required for each scanner 4 $ 165.00 $ 660.00 used with oroiecO MuniAgenda powered by Novus, Enterprise Edition I $ 29,500.00 $ 29,500.00 Group Subtotal $ 73,660.00 Annual Software Support (for second year, which begins the anniversary date of software Units Unit Cost Extended Cost purchase) LF Standard Server LSAP I $ 1,320.00 $ ],320.00 LF WebLink LSAP 1 $ 1,590.00 $ 1,590.00 LF Full User LSAP ($110 each) 5 $ 110.00 $ 550.00 LF Retrieval User LSAP ($44 each) 30 $ 44.00 $ 1,320.00 LF SnapShot LSAP ($20 each) 5 $ 20.00 $ 100.00 LF E-mail Plug In LSAP ($]6 each) 5 $ 16.00 $ 80.00 LF Advanced Audit Trail Module LSAP 1 $ 2,390.00 $ 2,390.00 LF Integrator's Toolkit (unlimited users) LSAP I $ 750.00 $ 750.00 ScanConnect Software (I license required for each scanner 4 $ NC $ NC used with oroiecO MuniAgenda powered by Novus, Professional Edition - Support and Updates 1 $ 4,750.00 $ 4,750.00 Group Subtotal $ 12,850.00 Backfile Conversion Units Unit Cost Extended Cost Book scanning $.25 per page, based on 29,000 pages. 29,000 $ 0.25 - $ 7,130.00 Estimates given by Augusta and included in attachment includes: Pick up/DeIivery, Prep, OCR, Indexing, Organization, and integration with LaserFiche. Excess Pages $.25 per page. Record scanning $.13 per page, based on 139,537 pages. 139,537 $ 0.13 - $ 18,800.00 Estimates given by Augusta and included in attachment. Includes: Pick up/Delivery, Prep, OCR, Indexing, Organization, and integration with LaserFiche. Excess Pages $.13 per page. Group Subtotal $ 25,930.00 MCCI Software License Agreement 15 Project Management Units Unit Cost Extended Cost Installation & Training of software @ $1,000 per day 10 $1,000 $ 10,000.00 Personalized Professional Services & Support Package @ 60 $110 $ 6,600.00 $110 per hour Travel Expenses for installation & training @ $250 per day 10 $250 $ 2,500.00 Customization, per hour ($110) 0 $110 $ - Group Subtotal $ 19,100.00 Software, Conversion, and Project Management Subtotal (not including support, which begins on anniversarv of Go-Live date) $ 118,690.00 MCCI Software License Agreement 16 Attachment 3 - Implementation Schedule and Project Acceptance Task Task Description Status Date Date ill Scheduled ComDlete I Project Approval by Augusta Commission COMPLETE 9/14/04 2 Contract Negotiation COMPLETE 2/25/2005 4/512005 3 Acquisition of Performance Bond by MCCi COMPLETE 2/28/2005 4/512005 4 Completion of Contract 2/28/2005 City Attorney Contract Review Will need to re-sign 2/2812005 wi updated schedule Augusta Mayor signature and MCCi signature 4/8/2005 5 25% Payment upon signing of contract 4/8/2005 Acquisition and Setup of Hardware: Site should be ready for installation according to specifications 4/6/2005 - 6 outlined within the LaserFiche brochures and 6/10/2005 MuniAgenda Specifications listed under "Technical Specifications". 7 Acquisition of Software Licenses 4/6/2005 - 6/17/2005 Appropriate LaserFiche Software & MuniAgenda 6/13/2005 - 8 Software installed and configured. System Admin 6/17/2005 training will also be done during this time period. 9 25% payment upon completion of software installation 6/17/2005 10 Commencement of Backfile Conversion 4/11/2005 11 Completion of Back file Conversion 6/10/2005 12 Software Testing 6/17/2005 - 7/08/2005 13 Training 6/27/2005- 7/1/2005 End-User Training 6/27/2005- 7/1/2005 14 Software and Hardware Ready-for-Live 7/11/2005 15 Mock Live Agenda Testing 7/11/2005- 7/25/2005 16 Go Live 7/25/2005 17 Project Acceptance 8/25/2005 30 days since Go-Live with no unresolved 8/2512005 system problems. Satisfaction of all requirements in Attachment 8/25/2005 I of this agreement. One complete cycle from agenda entry at the department level to publishing of commission 8/25/2005 action on that agenda item to the Internet. 18 50% payment upon Project Acceptance 8/25/2005 MCCI Software License Agreement 17 Attachment 4 -Performance Bond See Performance Bond (attached) MCCI Software License Agreement 18 " , \" t,~ Performance Bond - Annual Form Travelers Casualty and Surety Company of America One Tower Square 6PB, Hartford, CT 06183 Bond NO.1 04505694 KNOW ALL MEN BY THESE PRESENTS: That Municipal Code Corporation, Inc. (MCCi) (hereinafter called the Principal), and Travelers Casualty and Surety Company of America (hereinafter called the Surety), are held and firmly bound unto Augusta, Georgia (hereinafter called the Obligee), in the full and just sum of Ninety Three Thousand Dollars ($93,000), the payment of which sum, well and truly to be made, the said Principal and Surety bind themselves, and each of their heirs, administrators, executors, and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has by written agreement dated the 4th day of April, 2005 entered into a Contract with the Obligee, which contract is hereby referred to and made a part hereof. WHEREAS, the Obligee has agreed to accept a bond guaranteeing the performance of said contract for a period of one year. NOTWITHST ANDING the provisions of the aforementioned contract, the term of this bond shall be one year commencing April 4,2005 until April 4, 2006, and may be extended by the Surety by Continuation Certificate. However, neither non- renewal by the Surety, nor the failure or inability of the Principal to file a replacement bond in the event that the Surety exercises its right to not renew this obligation, shall constitute a loss to the Obligee recoverable under this bond or any renewal or continuation thereof. The liability of the Surety under this bond and all continuation certificates issued in connection herewith shall not be cumulative and shall in no event exceed the sum as set forth in this bond or in any additions, riders or endorsements approved and issued by the Surety as supplements hereto. NOW, THEREFORE, THE CONDITIONS OF THE ABOVE OBLIGATION IS SUCH, that if the Principal shall well and truly perform each and every obligation in said Contract at the time and in the manner specified during the term of this bond, then this obligation shall be void, otherwise to remain in full force and effect. This bond is executed by the Surety and accepted by the Obligee subject to the following conditions: 1. This bond is for the term beginning April 4, 2005 and ending April 4, 2006. 2. In the event of default, the Surety will have the right and opportunity, at its sole discretion, to: a) cure the default; b) assume the remainder of the Contract and to perform or sublet same; c) or to tender to the Obligee funds sufficient to pay the cost of completion less the balance of the Contract price up to an amount not to exceed the penal sum of the bond. In no event shall the Surety be liable for fines, penalties, liquidated damages, or forfeitures assessed against the Principal. 3. No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the Surety on this instrument unless same be brought or instituted upon the Surety within one year from termination or expiration of the bond term. 4. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrator or successors of Obligee. 5. If any conflict or inconsistency exists between the Surety's obligations or undertakings as described in this bond and as described in the underlying document, then the terms of this bond shall prevail. 6. The liability of the Surety under this bond and all continuation certificates issued in connection therewith shall not be cumulative and shall in no event exceed the aggregate amount as set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto. This bond shall not bind the Surety unless the bond is accepted by the Obligee. The acknowledgement and acceptance of this bond is demonstrated by signing where indicated below. If this obligation is not accepted by way of signature of the Obligee below, this bond shall be deemed null and void. Signed, sealed and dated this 4th day of April, 2005. ~l.(.L..JJ..,...J. ~/ cf'o ~ess ~K~ "f)/L I. X Witness tL 6' By: By: S-5025b (06-03) ~- - . - .,/~..,-/ . -' ." F . .~, -, ACKl:!OWLEDGED AND ACCEPTED BY OBLlGEQ J) ~ By (Slgnature):t;: ~ . Name and Hie (Print or Type): ~ ).,,~. ;;a Date: ~ S-5D25b (06-03) ~ ~ , TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY Hartford, Connecticut 06183-9062 ,.. "~' ., POWER OF AITORNEY AND CERTIFICATE OF AUTHORITY OF AITORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford: County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made, constituted and appointed, and do by these presents make, constitute and appoint: Gregg H. Alexander, C. J, Preston, Donna M. Corona, Jacqueline M. CampbeII, Zina DiBlasi, Mark R. Olson, Gary Smidt Danise Kunze, Deborah A. Meek, Douglas A. Scribner, Marie Wood, Scott Cummings, Kelley McHale, of Tampa, Florida, their true and lawful Attomey(s)-in-Fact, with full power and authority hereby conferred to . sign, execute and. acknowledge, at any place within the United States, the foIIowing instrument(s): by hislher sole signature and act, . "any _an~ _ ~I bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or ; -,..- conditiofial undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent ~ '- as if the saIne were'signed by the duly authorized officers of the Companies, and all the acts of said Altorney(s)-in-Fact, pursuant to " the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President. any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that eaeh sueh delegation is in writing and a copy thercof is filed in the office of the Secretar)'. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanicaJ or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRA VELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company Wld any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. 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'h1!lOlflny)O ;)1lr.>!ITU;)J ;)lfl Ul 4110J J;)5 se 'SlO):XU!O)O SP.IeOg ;)lfl )0 suo!lnl~'M: ~u!put?lS ;)lfl JIDfl ';uoumlfUll1 plffi ~1Y.l){0.uJ u;):lq JOU set{ pue ;)J10) llIlJ U!SU!lmI;)l h1!Jolflny )0 ;)Jlr.>!Jn.I;)J plffi klwoUY)O l;)MOd 1Y.l4Jeue plffi ~U!O~;)lOJ ;)41 IIDfl A..iIl.'M3J AHffil3H 00 '1n:>!l:x:luuoJ JO ;)leJS ;)41 JO suo!leJodIOJ ){:xllS 'ANYdWO:> Al.'lVnsv:> NOl.~NIWHV.!f pue ANYdWO:> Al.nnS aNY Al.'lVnsv:> SH3'l3A V1U 'v:>m3WV .lIO ANYdWO:> Al.nns aNY A1. 'lVnsv:> SH3'13A VlIl. )0 .uel;).J~S IlmllOllOsy 'IY.lU~!Sl;)pUn ;)41 '( 3.l. YJL:lI.L'M3J pUoe '~eJaJ:>as JueJS!SSV uosueqor 'W !JO)f ~ 1.8 . tf''--J-nI_~ " .r. ., SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT made as of the _( J ~ day of ~, 2005, by and between: Municipal Code Corporation, Inc., a Florida corporation, with its place of business at P.O. Box 2235, Tallahassee, FL, 32316 ("MCCi") and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911 ("Licensee"). WHEREAS, MCCi is a Value Added Reseller (V AR) for Novusolutions Mum-Agenda Software, a Legislative Agenda Management System, and LaserFiche, a Document Management Software (known collectively as the "software"), including copyright, trademark, trade secret, and other intellectual property rights; \ 1 ~ WHEREAlJilc~L and MCCi have entered into a software license agreement dated the day of V\, 2005, enabling Licensee to use the Software on the terms specified therein (the "License Agreement"); and WHEREAS, Licensee is desirous of participating in MCCi's annual maintenance program for 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 MCCi as set out below, MCCi agrees to provide the following software maintenance services during the term of this Agreement: A. MCCi will maintain the Software so that it operates in conformity in all material respects in with the descriptions and specification for the Software set for in the Documentation referred to, and as defmed in, the License Agreement. B. In the event that Licensee detects any errors or defects in the Software, MCCi will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance of the Software, during the hours of 8:30 AM - 5:00 PM EST, Monday through Friday, via a toll-free 800 number. There shall be no charge to Licensee for MCCi services in the correction of errors or defects in the Software. MCCi shall correct any nonconformance it has been properly notified of within a reasonable time not to exceed 10 business days. C. Support shall be available via email consistent with the conditions described in Section 2 of Attachment 2: LaserFiche Software Upgrade and Maintenance Conditions. MCCi Software Maintenance Agreement 1 D. MCCi will send Licensee mailings on Upgrades, Updates, and New Products of the Software to the Licensee's address specified above. "Upgrades" are major enhancements to the Software reflecting a change in the underlying technology that drives the Software, and are not necessarily covered under the Annual Maintenance and Support Agreement. An "Update" is any change, new feature or enhancement to the Software that MCCi markets and licenses as part of their Annual Maintenance and Support fee. A "New Product" is a product not previously offered by MCCi. E. MCCi shall provide Licensee with Upgrades of the Software consistent with the conditions described in Section 1 of Attachment 2: LaserFiche Software Upgrade and Maintenance Conditions. F. Licensee shall be entitled to acquire a license to New Products at MCCi then prevailing license fees. G. Software Upgrades, Updates, and New Products will be sent on CDs, DVDs, or any other mutually-agreed upon transmission method with explanations, instructions and updated documentation where appropriate. MCCi will also make other installation developments, such as reports, interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee. H. Licensee shall have the ability to add additional professional services offered by MCCi and Compulink as described in Section 3 of Attachment 2: LaserFiche Software Upgrade and Maintenance Conditions. 2. Maintenance service shall not include, and Licensee shall pay extra for, any and all customization and training related to the application of the customizations. 3. Licensee shall pay an annual maintenance fee to MCCi as provided in Attachment 1. Annual increases shall not exceed 3% from the previous year Maintenance Cost. Maintenance costs on new software licenses acquired shall be applied at the same rate. 4. Any additional work by the LaserFiche/MuniAgenda installation team not covered m this contract, i.e., network modification and reconfigurations; will be billed at $110 per hour. 5. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to the 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. 6. Licensee shall, at MCCi's request, provide MCCi with the right of remote access to servers on which the Software is installed, upon adequate notification of the Licensee, so as to enable MCCi to monitor the operation of the Software. 7. MCCi 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. MCCi Software Maintenance Agreement 2 8. 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 agrees 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. MCCi 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.) MCCi shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. MCCi shall clearly mark any information provided to Licensee which Licensor contends is Proprietary Information. MCCi shall notify Licensee immediately of any Open Records request arising out of this contract and shall provide to Licensee a copy of any response to the same. 9. The initial term of this Agreement shall be for a period of one (1) year following the expiration of the warranty period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains licensed by MCCi to use the Software, unless earlier canceled in writing by either party at any time upon ninety (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 with payment invoiced annually. 10. Termination A. This Agreement shall terminate if the License Agreement is terminated by MCCi 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. 11. 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 labor 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 therefore, with reasonable promptness; and performs its obligations hereunder as soon as circumstances permit. 12. This Agreement, or any of the rights or obligations of MCCi created herein, may not be assigned by MCCi without Licensee's consent, which consent shall not unreasonably be withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of MCCi. MCCi Software Maintenance Agreement 3 13. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement and Exhibit A, together with the relevant terms and conditions of the contract(s) between MCCi and Licensee as identified in the License Agreement, represents the complete and exclusive agreement 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. 14. 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 MCCi arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. MCCi, 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. 15. 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 Agreement. 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. The originals to: IT Director 530 Greene Street, A-101 Augusta, GA 30911 ATIN: Tameka Allen Title: IT Director Telephone: 706.821.2522 Fax Number: 706.821.2530 Copies to: City Administrator 530 Greene Street Augusta, GA 30911 ATIN: Fred Russell Title: City Administrator Telephone: 706.821.2400 IT Application Manager 530 Greene Street, A-101 Augusta, GA 30911 ATIN: Mike Blanchard Title: Application Manager Telephone: 706.821.2862 Fax Number: 706.821.2530 MCCi Software Maintenance Agreement 4 IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of MCCi and Licensee. MCCI: By: ~/~-r;- :~GUST~I~ -6 Name: U. .<:--. Co i2...AAJ T ppame Bob Young Title: ~e-c. v.? Title: Mayor A!l)~~/ Attest: ~ - . , By: Lena Bonner Title: Clerk of Commission MCCi Software Maintenance Agreement 5 Attachment 1 Software Maintenance Agreement Item Licensed Product Initial License Annual Maintenance Fee Maintenance Fee * Start Date Legislative Agenda One year from 1 Management System $73,660 $12,850 "Go-Live" LaserFiche & MuniAgenda date. * Starting in Year Two. 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, with an annual increase not to exceed three percent (3%). MCCi Software Maintenance Agreement 6 Attachment 2 LaserFiche & Novus(MuniAgenda) Software Upgrade and Maintenance Conditions I. LASERFlCHE SOFTWARE UPGRADE. When software is upgraded, the old copy of the software must be returned and will no longer be a valid copy. Proof of previous purchase is required to receive upgrade. Upgrade credit applied towards new purchase is 100% of original purchase price. The difference between the new system (server, full and retrieval users) price and the old system (server, full and retrieval users) price must be greater than or equal to 10% of the new system price. Otherwise, a minimum software upgrade adjustment will be applied to comply the 10% price difference requirement. One year of LaserFiche Software Assurance Plan (LSAP) must be purchased for new products when upgrading. LSAP of the original product will not be credited. However, remaining months ofLSAP can be applied towards the new purchase of one year ofLSAP for the new products. 2. SOFTWARE SUPPORT. Software Support for the above software packages is offered by MCCi, Compulink. (Developers of LaserFiche software), and Novus (Developers of MuniAgenda software) Any Updates requiring shipment of Software requires Client to pay shipping costs. LaserFiche Software Assurance Plan (LSAP) and MuniAgenda Software support includes: Telephone or E-Mail support for software related issues, All new software version updates, 24-hour FTP and web site access and Technical bulletins and newsletters 3. PERSONALIZED PROFESSIONAL SERVICES & SUPPORT PACKAGE. The items below are included as part of the first year management/implementation costs. They are OPTIONAL and RENEWABLE for subsequent years, but are not included in the maintenance costs described in Attachment 1. 4. Solution Development/Consultation. MCCi will consult with end users, retrieval viewers, and also the System Administrator, in an effort to develop strategies for Document Management prior to the initial installation and user training. This includes: Researching various documents in order to determine desired organization and retrieval capabilities of those documents, and Consultation on the indexing of documents (Our experience in indexing is invaluable). This service is a session that involves showing you how MCCi's other customers are using their systems, and also many of the solutions that we have developed for customers, such as the development of a Records Retention program within LaserFiche. We also refer to this as a "hand holding package" for the first year after system implementation. 5. User Telephone or E-mail Support: This service is offered by MCCi to augment the LaserFiche Software Assurance Plan and MuniAgenda Software support. This service provides for MCCi to provide Telephone (or Email) User question support by the next business day for questions relating to the use of the software which is not covered in the Software Support. 6. Remote Access Support: If your system meets all requirements MCCi will include the installation and training on the use of Remote Access Software. Remote Access Software will let MCCi provide helpdesk support remotely. It will allow our helpdesk to be more efficient and reduce call times by enabling our helpdesk to take control of your machines remotely to resolve problems faster. The use of Remote Access Software can save you both time and money by reducing the delays in resolving software issues without costly on-site visits. 7. Annual On Site Review & Analysis: This annual service is intended to ensure that your organization is using the system to its fullest capabilities. MCCi will access your system to review and analyze how your organization is using the LaserFiche and MuniAgenda Systems in its day to day operations. MCCi will identify any potential problem areas and make recommendations for better use of the system. MCCi will provide any additional training necessary for making recommended improvements and also task specific training that you have requested. MCCi will review your organizations database backup procedures to ensure the data backup is being performed as recommended. MCCi will also provide consultation with members of your organization to assist in developing Document Management solutions specific to your needs. This analysis is designed to be implemented 6 months after the initial LaserFiche & MuniAgenda Software installation, and would be performed annually after that date, if the client chooses to renew the package after the first year. MCCi Software Maintenance Agreement 7