HomeMy WebLinkAboutSoftware License & Support Service
Augusta Richmond GA
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SOFTWARE LICENSE
AND
SUPPORT SERVICES AGREEMENT
THIS SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT (this
"Agreement") is made as of the date indicated on the signature page hereto by and between
VISICRAFT SYSTEMS, INC., a Georgia corporation (hereinafter referred to as "VisiCraft"),
and the entity designated on the signature page hereof as the Client (hereinafter referred to as
"Client").
1. GENERAL. VisiCraft has developed certain software, which is to be modified for
Client, as set forth on Exhibit A attached hereto (the "Software") which Client desires to
license from VisiCraft in accordance with the terms and conditions set forth in this
Agreement. VisiCraft and Client agree that, unless otherwise agreed to in writing
between VisiCraft and Client, the following terms and conditions will apply to: (a) the
licensing by VisiCraft to Client of the Software; (b) VisiCraft's Support Services (defined
in Section 8 below), if any, for the Software; (c) VisiCraft providing Client with training
and professional services, if any; and (d) any updates to the licensed Software that
VisiCraft makes generally available to licensees of the Software. This Agreement
consists of the terms and conditions set forth herein and one or more attached Exhibits
(collectively, "Exhibits"), all of which Exhibits are incorporated into this Agreement by
this reference. Client agrees to accept the Software, Support Services and other services
under the terms and conditions of this Agreement and such Exhibits.
2. SOFTW ARE FEES AND PAYMENTS. Client shall pay to VisiCraft the fees and
expenses related to the Software as set forth on Exhibit B attached hereto (the "License
Fees") 30 days after tax bills for each year are printed for mailing. License Fees invoiced
are due within 30 days after the invoice is issued by VisiCraft. VisiCraft reserves the
right to charge (and Client agrees to pay) a late fee on License Fees not timely paid to
VisiCraft, such late fee to be at the lesser of the maximum amount chargeable by law or
lllz% per month commencing with the date payment was due. The License Fees due to
VisiCraft are net amounts to be received by VisiCraft, exclusive of all sales, use,
withholding, excise, value added and ad valorem taxes incurred by Client or imposed on
VisiCraft in the performance of this Agreement or otherwise due as a result of this
Agreement. Client shall pay any and all such taxes and charges. This Section shall not
apply to taxes based solely on VisiCraft's income.
3. SOFTWARE LICENSE.
3.1 Subject to the terms and conditions of this Agreement and payment of the License
Fees, VisiCraft grants to Client the non-exclusive, non-transferable and limited
right and license in the United States (a) to use object code copies of the Software
on the number of workstations and at the sites approved in writing by VisiCraft
(the "Designated Sites") as set forth on Exhibit B attached hereto, but only for
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the internal, in-house use by Client; and (b) to specifically to use any
documentation related to the Software (the "Documentation") in connection with
such rights. Except as expressly set forth herein, all rights and licenses granted to
Client are nontransferable, nonassignable, and personal to Client.
3.2 Subject to Section 13.2, Client may make a reasonable number of back-up copies
of the Software in accordance with its normal backup procedures so long as all
copyright and other proprietary rights notices are included on all copies.
3.3 VisiCraft reserves all rights not expressly granted herein. Except as otherwise
agreed to by VisiCraft, and except for table layouts for purposes of retrieving
data, no other express or implied license or right of any kind is granted to Client
regarding the Software or the Documentation including, but not limited to, any
right to know, use, produce, receive, reproduce, copy, market, sell, distribute,
transfer, translate, modify, or adapt the Software or Documentation or create
derivative works based on the Software or Documentation or any portions thereof,
or obtain possession of any source code or other technical material relating to the
Software. Further, without VisiCraft's written consent, in no event shall Client (a)
use the Software for time-sharing, rental or service bureau purposes, or (b)
decompile, reverse assemble or otherwise reverse engineer the Software.
3.4 Client will purchase (or otherwise obtain the use of), install and maintain all
system hardware and software required for operation of the Software. The
hardware and system software required for proper operation of the Software is set
forth on Exhibit C attached hereto.
3.5 Client will not make any modifications to the Software. VisiCraft will work with
Client to adapt the Software to Client's configuration objectives under the terms of
this Agreement. In the event that Client makes changes to the hardware, VisiCraft
will not be responsible if such hardware changes cause a malfunction in the
Software.
4. INSTALLATION AND SUPPORT. In consideration of the Installation Fee as set forth
on Exhibit B, Client shall be entitled to those installation support services set forth on
Exhibit B.
5. CLIENT RESPONSIBILITIES. Client shall be solely responsible for the following:
a) selection of the Software to archieve Client's intended results;
b) evaluation of VisiCraft's products relating to Client's specific requirements and
technical environment;
c) the compatibility of Client's computer hardware, peripherals, device drivers, third
party operating systems, and other third party software to be used with the
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Software except to the extent the foregoing was specified by VisiCraft and used
by the Client in conformity with such specifications;
d) the use and operation of Client's computer system, including any equipment and
the use of the Software with such computer system;
e) the maintenance, support, or licensing of Client's equipment, peripherals, third-
party operating systems and third-party software;
f) the results obtained from the use and operation of the Software;
g) providing cabling and all cabling services in preparation for the installation of the
Software and any required equipment;
h) providing and maintaining the appropriate operating environment for the
Software, and maintaining back-up and disaster recovery procedures and facilities
and equipment; and
i) all data entry and loading.
6. VlSICRAFT SOFTWARE WARRANTIES AND INDEMNIFICATION.
6.1 Provided Client meets its obligations under the Project Time Schedule set forth in
Exhibit D attached hereto as modified by the final specifications document to be
executed by the parties on or about January 31, 2002 (the "Final Specifications
Document", Exhibit F), VisiCraft shall complete Phase I (defined on Exhibit D)
of the Project Time Schedule by July 1, 2002, and shall complete Phase II
(defined on Exhibit D) of the Project Time Schedule by September 15,2003.
6.2 Client has thirty (30) working days (the "Trial Period") from the date the
Software is fIrst used to process live data in a production environment to evaluate
the Software, which date herein shall mean 30 days after tax bills are printed for
mailing. During the Trial Period Client may reject the Software if it fails to
operate in conformity with the Documentation when properly used in the
operating environment recommended by VisiCraft. Unless Client has rejected the
Software in writing during the Trial Period, then Client shall be deemed to have
accepted the Software and shall be required to pay all fees invoiced to Client by
VisiCraft pursuant to this Agreement, as they come due. Acceptance of the
Software by Client constitutes unconditional agreement that the Software is
acceptable in all respects, except as otherwise provided herein.
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6.3 Provided Client meets its obligations under the Project Time Schedule set forth in
Exhibit D attached hereto as modified by the Final Specifications Document, if
(i) VisiCraft fails to complete either Phase I or Phase II of the Project Schedule by
the date provided herein and Client notifies VisiCraft of its intent to terminate this
Agreement within 20 days after such failure, or (ii) if Client rejects the Software:
a) VisiCraft shall not be entitled to receive any License Fees from Client
hereunder, however Client shall pay VisiCraft for its reasonable out-of-
pocket travel and other incidental expenses incurred by VisiCraft prior to
such termination.
b) Client will immediately surrender all copies of the Software and
Documentation and discontinue its use and ensure that no copies are
retained by Client or any employee, agent, or
c) Upon such rejection, this Agreement shall be canceled with the exception
that the provisions addressed in Section 13.3 shall survive such
cancellation.
6.4 VisiCraft warrants that VisiCraft owns, or has acquired rights to, the Software and
Documentation necessary to grant the licenses set forth in this Agreement.
6.5 Subject to the limitation specified in Section 11 of this Agreement, VisiCraft will
indemnify, defend, and hold hannless Client against any claim for information
under the Open Records Act which VisiCraft claims is Proprietary Information as
provided in Section 9.2 and against claims that the Software infringes a United
States copyright, trade secret, or United States patent rights, together with any
actual damages and expenses, including attorneys' fees, arising under such claims.
In addition to the indemnification obligations above, should VisiCraft believe that
the Software may become subject to a claim of infringement, VisiCraft will have
the option, in VisiCraft's sole discretion, to (a) replace such Software, (b) modify
such Software to make it non-infringing, or (c) remove such Software and refund
the fees paid to VisiCraft by Client for such Software after deduction of an
appropriate charge for depreciation over a five (5) year period based on straight-
line depreciation. The indemnification set forth in this subsection is conditioned
upon the following: (w) Client providing VisiCraft written notice of any claim or
cause of action upon which Client intends to base a claim of indemnification
hereunder within thirty (30) days of Client becoming aware of the claim or cause
of action (or earlier, if reasonably required to prevent VisiCraft's ability to defend
such claim from otherwise being prejudiced), (x) VisiCraft being given sole
control of the defense and all related settlement negotiations relating to such claim
or action, (y) Client providing reasonable assistance and cooperation to enable
VisiCraft to defend the claim or action hereunder, and (z) Client refraining from
making prejudicial statements associated with such action or claim without the
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prior written consent of VisiCraft. Client, at its own expense, may participate in
any such lawsuit, compromise or settlement in an advisory capacity only.
VisiCraft shall not have any liability to Client for any claim that any third-party
computer program infringes a United States copyright or patent right. Client's
sole recourse will be against the manufacturer of any third-party computer
programs to the extent that the manufacturer assumes any responsibility for
copyright, trade secret or patent infringement. The defense offered in this
subsection shall not apply to any claim based upon the combination, operation or
use of the Software with data or computer programs not provided, formally
approved or manufactured by VisiCraft. This subsection states VisiCraft's entire
liability and Client's exclusive remedy for infringement or the breach of any
warranty with respect to the Software.
6.6 VisiCraft hereby warrants to Client that the Software will operate in substantial
conformity with VisiCraft's Documentation regarding the Software, as modified
by the Final Specifications Document detailing modifications to be made to VCS*
Tax 2000, provided that the Software is properly used in the operating
environment recommended by VisiCraft, as set forth in Exhibit C. If Client
believes that there is a defect in the Software such that it does not conform to this
limited warranty, VisiCraft must be notified in writing immediately, but no later
than thirty (30) days following the printing for mailing of tax bills for 2002.
Subject to Section 6.2, as Client's exclusive remedy and sole measure of any
recoverable damages by Client and any third party for breach of this limited
express warranty with respect to the Software, VisiCraft shall repair or replace, at
VisiCraft's option and expense, the nonconforming Software. VisiCraft shall have
no obligation under this subsection should the Software be modified, altered,
merged or subjected to misuse, neglect, accident or improper use by Client or any
third party. VisiCraft does not warrant that the Software will operate in
conjunction with equipment or software that is neither provided by nor formally
approved by VisiCraft as set forth in Exhibit C, or that the operation of the
Software will always be uninterrupted or problem or error free.
6.7 CLIENT UNDERSTANDS AND AGREES THAT THE LIMITED EXPRESS
WARRANTY SET FORTH IN THIS SECTION 6 IS EXCLUSIVE AND
VISICRAFT DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY
NATURE WHATSOEVER WITH RESPECT TO ANY SOFTW ARE
WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
P ARTICULARL Y INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. VISICRAFT SOFTWARE OWNERSHIP. Client acknowledges and agrees that,
except for Client's license described in this Agreement, and except as provided in the
Source Code Escrow Agreement (defined below), Client has no right, title and interest in
the Software, in any form, or in any copies thereof, including all worldwide copyrights,
trade secrets, patent rights and any other proprietary information and confidential
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information rights therein. In connection therewith, Client agrees at all times hereafter to
keep the Software free of all security interests, liens, encumbrances, mortgages and
claims whatsoever, and Client agrees that neither it nor anyone at its direction shall file a
fmancing statement, mortgage, notice of lien, deed of trust, security agreement or any
other agreement or instrument creating or giving notice of an encumbrance or charge
against the Software. Additionally, the Software, including any derivations thereof, shall
remain the property of VisiCraft (subject to the license rights of Client), even if Client, its
employees or its contractors, may have contributed to the conception of such work or
helped in its development, except as provided in the Source Code Escrow Agreement.
Client shall become a party to that certain master preferred escrow agreement between
DSI Technology Escrow Services, Inc. and VisiCraft (the "Source Code Escrow
Agreement") with respect to the Software, and the Software shall be released only in
accordance with the terms set forth therein.
8. SOFTWARE SUPPORT SERVICES.
8.1 Subject to Client's compliance with this Agreement, including payment of
required License Fees, VisiCraft agrees to provide Client with maintenance and
support services for the Software as specified on Exhibit E (the "Support
Services"). The initial term shall commence as of the Installation Date, as more
particularly set out in paragraph 8.3 below, and shall conclude on December 3151
of the year in which the Installation Date occurs. Thereafter, the term of Support
Services covered hereunder shall automatically renew for additional one-year
periods on each successive January 1st, subject to either party's right to give notice
oftermination as provided in paragraph 8.4 below.
8.2 As specified on Exhibit B attached hereto, Client shall pay to VisiCraft an annual
Support Services fee for the maintenance and support services hereunder (the
"Service Fees"). VisiCraft will invoice Client in advance annually, such Service
Fees to be paid within 30 days after the Client's receipt of VisiCraft's invoice. In
the event that the initial term is for a period less than twelve (12) months, then the
Service Fees shall be prorated.
8.3 Upon VisiCraft's completion of Installation Services specified in Exhibit B,
VisiCraft shall provide written notice to Client of the date of such completion of
services (hereinafter "Installation Date").
8.4 If Client fails to pay any portion of the Service Fees due hereunder, VisiCraft has
the right to suspend or terminate such services or any part thereof immediately.
Support Services may also be terminated by either party, without cause, upon 60
days prior written notice to the other party, such termination to take effect upon
expiration of the then current term or renewal term.
9. NONDISCLOSURE AND CONFIDENTIALITY.
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9.1 Each party may disclose to the other party certain Trade Secrets and Confidential
Information of such party or its affiliates, suppliers, or clients. For purposes of
this Agreement, "Trade Secrets" means information, without regard to form,
which: (a) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy;
"Confidential Information" means information, other than Trade Secrets, that is
of value to its owner and is treated as confidential; "Proprietary Information"
means Trade Secrets and Confidential Information; "Owner" refers to the party
disclosing Proprietary Information hereunder, whether such party is VisiCraft or
Client and whether such disclosure is directly from Owner or through Owner's
employees or agents; and "Recipient" refers to the party receiving any Proprietary
Information hereunder, whether such party is VisiCraft or Client and whether such
disclosure is received directly or through Recipient's employees or agents.
9.2 Recipient agrees to hold the Proprietary Information disclosed by Owner in
strictest confidence and not to, directly or indirectly, copy, reproduce, distribute,
manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or
otherwise transfer the Proprietary Information disclosed by Owner to any third
party, or utilize the Proprietary Information disclosed by Owner for any purpose
whatsoever other than as expressly contemplated by this Agreement. Client
acknowledges that VisiCraft claims that the Software and Documentation are
Proprietary Information, and Client agrees to treat such information as Proprietary
Information in accordance with the terms of this Agreement. With regard to the
Trade Secrets, the obligations in this Section 9 shall continue for so long as such
information constitutes a trade secret under applicable law. With regard to the
Confidential Information, the obligations in this Section shall continue for the
term of this Agreement and for a period of five years thereafter. The foregoing
obligations shall not apply if and to the extent that:
a) the information communicated was already known to Recipient, without
obligations to keep such information confidential, at the time of
Recipient's receipt from Owner, as evidenced by documents in the
possession of Recipient prepared or received prior to disclosure of such
information;
b) the infomlation communicated was received by Recipient in good faith
from a third party lawfully in possession thereof and having no obligation
to keep such information confidential; or
c) the information communicated was publicly known at the time of
Recipient's receipt from Owner or has become publicly known other than
by a breach of this Agreement.
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d) This Agreement and certain documentation and information related hereto
may be subject to Georgia's Open Records Act (O.C.G.A. 50-18-70, et
seq.). VisiCraft shall cooperate fully in responding to such request and
shall make all records, not exempt, available for inspection and copying as
required by law. VisiCraft shall clearly mark any information provided to
Client which VisiCraft contends is Proprietary Information. Each of
Client and VisiCraft shall notify the other party immediately of any such
open records request arising out of this Agreement and shall provide the
other party a copy of any response to the same.
10. SITE ACCESS. VisiCraft shall be permitted access to Client's premises where the
Software is located during Client's normal working hours, as VisiCraft deems necessary
for the performance of VisiCraft's obligations under this Agreement and to determine the
scope of Client's use of the Software. VisiCraft shall comply with all reasonable security
and safety procedures of which Client has informed VisiCraft.
11. LIMITATION OF LIABILITY.
11.1 In no event shall VisiCraft or any of its officers, directors, employees,
shareholders, agents or representatives be liable to Client, any other licensed
entity, or any other person or entity for any special, indirect, incidental, exemplary
or consequential damages or loss of goodwill in any way relating to this
Agreement or resulting from the use of or inability to use the products (including,
without limitation, the Software) or the performance or non-performance of any
services, including the failure of essential purpose, even if VisiCraft has been
notified of the possibility or likelihood of such damages occurring, and whether
such liability is based on contract, tort, negligence, strict liability, products
liability or otherwise. Some states do not allow the exclusion or limitation of
implied warranties or limitation of liability for incidental or consequential
damages, so the above limitations or exclusions may not apply.
11.2 IN NO EVENT WILL VISICRAFT'S LIABILITY FOR ANY DAMAGES TO
CLIENT, ANY LICENSED ENTITY, OR TO ANY OTHER ENTITY EVER
EXCEED THE AMOUNT OF INSURANCE COVERAGE MAINTAINED BY
VISICRAFT ON A PER CLAIM OR PER OCCURRENCE BASIS
REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS
LIABILITY OR OTHERWISE.
11.3 Client is a sophisticated purchaser and acknowledges and agrees that the
allocation of risks in this Agreement are reflected in the fees and other charges
provided under this Agreement, that VisiCraft is unable to test the Software under
all possible circumstances, that VisiCraft cannot control the manner in which
Client shall use the Software, and that the allocation of risks under this Agreement
are reasonable and appropriate under the circumstances. VisiCraft shall not be
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held responsible for misuse or incorrect operation of the Software, use of the
Software by untrained personnel or improper entry of data in connection with the
Software. Client understands that the use of any equipment other than as
specified herein may seriously affect the performance of the Software.
VISICRAFT SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR
EXTERNAL ENVIRONMENTAL CONDITIONS THAT MAY AFFECT THE
PERFORMANCE OF THE VISICRAFT SOFTWARE OR EQUIPMENT
INCLUDING, BUT NOT LIMITED TO, LOSS OR INTERRUPTION OF
POWER, INTERRUPTION OR DEGRADATION OF PHONE OR DATA LINE
SERVICE OR INTEGRITY, CONFLICTING RADIO FREQUENCIES OR
OTHER SUCH FACTORS.
12. LIABILITY OF CLIENT. Client shall be solely and exclusively responsible for any
and all claims, liabilities, losses, damages, causes of action or injuries, together with costs
and expenses, arising out of or resulting from Client's failure to comply with the
obligations set forth herein including, without limitation, compliance with all rules and
regulations applicable to Client's operation and use of any computer systems or third-
party software, or any failure on the part of Client to pay any taxes, duties or assessments
due hereunder.
13. TERM AND TERMINATION.
13.1 This Agreement shall be valid as of the Effective Date noted below and shall
expire on December 31 sl of the year of the Effective Date. Thereafter, the term of
this Agreement shall automatically renew for additional one (1) year periods on
each successive January 1 S\ unless and until either party gives the other party at
least thirty (30) days' written notice of termination prior to the expiration of the
then-current term. Furthermore, either party may terminate this Agreement at any
time upon the giving of written notice:
a) 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
b) 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 debtor's moratorium; or
c) in the event that appropriated and otherwise unobligated funds are no
longer available to satisfy the obligations of Client.
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13.2 Upon termination of this Agreement for any reason, all rights and licenses granted
by VisiCraft hereunder to Client in this Agreement shall immediately cease,
except that Client shall retain the right to publish the tax bills for the then current
year. After publication of the tax bill for that year, Client shall immediately
return to VisiCraft all VisiCraft property affected by such termination including,
but not limited to, the Software, Documentation, and all Proprietary Information
of VisiCraft, together with all copies thereof. Upon return of such materials,
Client shall provide VisiCraft with a signed written statement certifying that it has
returned all VisiCraft property to VisiCraft and complied with this Section 13.
Upon written request from Client, VisiCraft will return to Client all of Client's
Proprietary Information that VisiCraft may have in its possession. Upon the
termination ofthis Agreement, Client shall immediately pay VisiCraft all amounts
due to VisiCraft, including all outstanding invoices.
13.3 Upon termination or expiration of this Agreement, Section 13 ("Term and
Termination"), Section 9 ("Nondisclosure and Confidentiality"), Section 11
("Limitation of Liability"), Section 12 ("Indemnification by Client"), Section 14
("Dispute Resolution") and Section 19 ("Governing Law"), along with any other
sections of this Agreement and its Exhibits that expressly provide they will
survive any termination of this Agreement, shall continue and survive in full force
and effect.
14. DISPUTE RESOLUTION. The parties shall make diligent good-faith efforts through
negotiation to settle any disputes arising out of or related to this Agreement, including
elevating the issues to their respective upper management levels. If no resolution can be
reached, then upon ten (10) days prior written notice by either party at any time, the
parties agree to submit the dispute to non-binding mediation to be conducted by a single
mediator familiar with legal issues in computer software licensing from a private
mediation service chosen by the parties. In the event the parties are unable to agree on a
mediator within five (5) days after the initial written notice of request for mediation,
VisiCraft shall select a panel of three (3) mediators in accordance with the terms set forth
above, and Client shall select one (1) member of such panel who shall act as the sole
mediator of the dispute. The mediation shall take place in Augusta, Georgia as soon as
practicable, but in all events within thirty (30) days after said notice. All costs and
expenses of the mediator shall be borne equally by VisiCraft and Client, and each party
shall bear its own legal fees and other expenses incurred in connection with the
mediation. All matters discussed or revealed during the mediation shall be inadmissible
in any further judicial or non-judicial proceeding. In the event that (a) the mediation fails
to bring about a resolution within thirty (30) days after the first mediation session, or
(b) the parties mutually agree in writing to waive such thirty (30) day period, any
controversy or claim arising out of or relating to this Agreement not able to be settled by
such negotiation or mediation may be brought in any court as hereinafter provided.
VisiCraft and Client hereby submit to the personal jurisdiction and venue of, and waive
any right to object to, the trial courts of Richmond County, Georgia, and the United
States District Court for the Southern District of Georgia, Augusta Division, for purposes
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of enforcing this provision and resolving any controversy or claim arising out of or
relating to this Agreement which is not able to be settled by negotiation or mediation as
set forth above. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breaching this Agreement and
without any abridgment of the powers of the mediator.
15. RELATIONSHIP OF PARTIES. 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.
16. MARKETING. Client agrees VisiCraft may reference Client's execution of this
Agreement and its status as a user of the Software, including captioned quotations in
product literature or advertisements, articles, press releases, marketing literature,
presentations and the like.
17. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of
the parties, their legal representatives, permitted transferees, successors, and assigns as
permitted by this Agreement.
18. ASSIGNMENT. Except as otherwise set forth in this Agreement, this Agreement and all
rights and obligations may not be assigned in whole or in part by either party without the
prior written consent of the other, except the rights and obligations of VisiCraft may be
assigned to another entity in connection with a reorganization, merger, consolidation,
acquisition or other restructuring involving all or substantially all of the voting securities
and/or assets of Vi siC raft.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to its rules regarding
conflict of laws.
20. FORCE MAJEURE. Any delay or failure of either party in the performance of its
obligations hereunder shall be excused if and to the extent caused by unforeseeable events
beyond the reasonable control of such party. Such events may include, but are not
limited to, acts of God, acts of terrorism, strikes not involving the affected party's
employees, actions of regulatory agencies, fire, flood, windstorm, explosion, riot, war,
sabotage, interruption or failure of power or other utilities, court injunction or order. The
time for performing any obligations affected by such a force majeure event shall be
extended during the period such event persists, provided that prompt notice of such delay
is given by the affected party to the other party and the affected party diligently uses its
best efforts to remove those causes of such event which are under its reasonable control.
Nothing in this Section 20 shall limit or otherwise relieve Client's obligation to pay any
moneys due VisiCraft under the terms of this Agreement; provided, however, that if
VisiCraft fails to provide services in accordance with this Agreement due to the
occurrence of such a force majeure event, all those amounts payable to VisiCraft
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hereunder shall be equitably adjusted in a manner such that Client shall not be
responsible for paying for services which it does not ultimately receive.
21. MISCELLANEOUS. 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 a 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.
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CLIENT ACKNOWLEDGES THAT CLIENT HAS READ THIS AGREEMENT,
UNDERSTANDS THIS AGREEMENT, AND AGREES TO BE BOUND BY ITS TERMS
AND CONDITIONS. FURTHER CLIENT AGREES THAT THIS AGREEMENT,
TOGETHER WITH ANY EXHIBITS AND OTHER APPLICABLE VISICRAFT
AGREEMENTS, REFERENCING THIS AGREEMENT AND EXPRESSLY MADE APART
HEREOF THAT ARE DULY SIGNED BY THE PARTIES WILL BE THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES,
SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND
ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER OF TillS AGREEMENT.
Accepted by:
VISICRAFT:
VISIC T S
By:
uthorized Signature)
Name: Jeff Watkins
Title: Technical Services Manager
Title:
Address for Notices:
68 Millennium Circle
Ringgold, GA 30736
~:;: ~it t.JLJ;!{~:
Titl~. Clerk -
Address for Notices:
Administrator -:
530 Greene Street, Room'801 .
Augusta, Georgia 30911
~h copies to:
f)
J2j~:
Director, Information Technology
530 Greene Street, Annex 101
Augusta, Georgia 30911
- 13 -
CORP/838844.1
EXHIBIT A
LICENSED SOFTWARE
Software: (VeS TAX 2000)TM
Interfaces: Nt A
Documentation: As included with ves TAX 2000 software
- 14 -
CORP/838844,l
EXHlBlT B
FEES AND SUPPORT SERVICES
The total obligation of Client for the term of this Agreement, and all subsequent renewals
thereof, is as follows:
Fees
1. One Time Payment / License Fee:
Client shall pay a License Fee of Three Thousand Five Hundred Dollars ($3,500) for a
perpetual License (subject to Section 13 of the Agreement) to use the Software. This
license is for the version of the Software current as of the date of this Agreement and does
not include upgrades or future releases of the Software unless the annual Service Fees are
paid as provided in Section 3 below.
2. Installation Fees:
VisiCraft agrees that in exchange for the license fee referenced in Section 1 above,
VisiCraft will provide Client with one (1) week of services at the Designated Facility,
which installation services shall include user education, installation, and implementation
services. A week shall mean 50 man-hours during Client's normal day-shift
workday on a consecutive Monday through Friday.
In addition, the client agrees to pay a one-time Five Thousand Dollars ($5,000) data
conversion fee, One Thousand Dollar ($1,000) fee for the add-in product bar coding
scanning and One Hundred Seven Thousand Three Hundred Dollars ($107,300) fee for
programming enhancements.
3. Service Fees:
a. Client shall pay the sum of Ninety Nine Thousand Five Hundred Dollars
($99,500) for the first year for Dedicated Support Services (40 hours per week of
custom Richmond County requirements) for up to 100,000 annual tax bills (the
support services includes Annual Legislative changes, future releases and
upgrades plus phone support services as indicated on Exhibit E), which sum shall
be paid by payment of the sum of Thirty-three Thousand Five Hundred Dollars
($33,500) the first month and Six Thousand Dollars ($6,000) per month for each
ofthe following eleven months. Each monthly payment shall be due on the first of
each month (30 days net due). VisiCraft reserves the right to charge (and Client
agrees to pay) a late fee on each monthly payment not timely paid to VisiCraft,
such late fee to be at the lesser of the maximum amount chargeable by law or
11;'2% per month commencing with the date payment was due.
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CORP/838844.1
b. After the first year, Client shall have the following options:
1. pay the sum of Ninety Nine Thousand Five Hundred Dollars ($99,500) for
Dedicated Support Services (40 hours per week of custom Richmond County
requirements) for up to 100,000 annual tax bills (the support services includes
Annual Legislative changes, future releases and upgrades plus phone support
services as indicated on Exhibit E)
2. pay the sum of Fifty Two Thousand Dollars ($52,000) for 12 time Dedicated
Support Services (20 hours per week of custom Richmond County
requirements) for up to 100,000 annual tax bills (the support services includes
Annual Legislative changes, future releases and upgrades plus phone support
services as indicated on Exhibit E).
3. pay the sum of Twenty Thousand Dollars ($20,000) per year for Support
Services for up to 100,000 annual tax bills (the support services includes
Annual Legislative changes, future releases and upgrades plus phone support
services as indicated on Exhibit E).
In addition, the client agrees to pay a one-time One Thousand Dollar ($1,000) Escrow
Services Setup fee and One Thousand Four Hundred Fifty Dollars ($1,450) Escrow
Services Annual Subscription fee.
4. Other Expenses:
VisiCraft shall be reimbursed for Travel Related expenses to and from Client site on the
following basis:
Per diem:
Lodging:
Current IRS rate per mile for personal car usage
(Current Rate for year 2001 - 34.5 cents)
$35 per day per person for meals
Standard corporate rates for "Hampton Inn" or similar hotels
Mileage:
5. Price Increases:
The Service Fees shall be fixed for a period of twelve (12) months following the
Installation Date. Thereafter, in the event of a Service Fee increase, VisiCraft shall
provide Client with thirty (30) days written notice prior to the effective date of the
Service Fee increase. The Service Fee shall not be increased by more than twenty percent
(20%) in any given twelve (12) month period.
6. Licensed Sites (as specified below):
Richmond County Tax Commissioner's Office; Information Technology Department; and
all other departments of Augusta
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CORP/838844,l
EXHIBIT C
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. Any upgrades or enhancements to the Software may require different computer
hardware and software system specifications:
SERVER:
1. MS Windows NT 4.0 compatible server
2. 512 MB RAM
3. 2 Intel Pentium Xeon/III processors at 800mhz.
4. 30GB RAID 5 array with hot spare
5. 24X CD-ROM or greater
6. 100TX compatible network adapter
7. Mouse, Keyboard
8. 15" monitor capable of 800x600 resolution.
9. Video adapter capable of 800x600 resolution
10. MS Windows Backoffice 4.5
11. MS Windows Backoffice client access licenses for all users.
WORKSTATIONS:
1. MS Windows NT/2000
2. 128 MB RAM
3. 2GB disk drive
4. 24X CD-ROM or greater
5. lOOTX compatible network adapter
6. Pentium Class or better processor
7. Mouse, Keyboard
8. 15" monitor capable of 800x600 resolution.
9. Video adapter capable of 800x600 resolution
10. MS Windows NT12000 license.
NETWORKING COMPONENTS:
1.
2.
3.
100TX network switch or hub.
Category 5 twisted pair cable from switch to each workstation.
Category 5 twisted pair cable from server to switch.
PRINTERS:
1.
HP PCL 5.0 compatible printers
- 17 -
CORP/838844.1
EXHIBIT D
Project time schedule
Activity Delivery Date
I, Initial site visit by VisiCraft to develop specifications 11/29/2001
2. final Hardware recommendations 12/3/2001
3. VisiCraft delivers Final Specifications Document. 1/25/2002
4. Augusta accepts final Specifications Document and signs 1/30/2002
contract with VisiCraft.
5. Phase 1
6. Phase 1 Program modifications begin l/30/2002
7. lnstall VCS*Tax 2000 latest release for testing and review. 5/6/2002
8. Phase 1 Program modifications and additions complete 6/3/2002
9. Install Phase 1 modifications and perform initial data 6/3/2002
conversion,
10. Begin Parallel with existing system. Make any necessary fixes 6/3/2002
or modifications between now and end of parallel.
11. End parallel - final data conversion 06/30/2002
12. End Phase I - At this point Richmond is fully on VCS Tax. 7/1/2002
13. Identify tax biII printer and provide with data samples. 7/15/2002
14. Digest Conversion - Assuming assessor's data is available 8/30/2002
15. TCO loads digest, fixes errors, calculates tax bills, publishes 9/6/2002
digest for state, publishes digest and bill data for printer,
15. Phase 2
16, Phase 2 Program modifications begin 9/15/2002
17. Phase 2 Program sub-phase I modifications complete 10/15/2002
18. Phase 2 Program sub-phase 2 modifications complete 12/15/2002
19. Phase 2 Program sub-phase 3 modifications complete 9/15/2003
20, End Phase 2 9/15/2003
21. Phase 3 9/15/2003
22. End phase 3 9/15/2004
The activities set forth from number 5 through number 12 above are collectively refereed to as
"Phase I." The activities set forth from number 13 through number 20 above are collectively
refereed to as "Phase II."
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CORP/838844.1
EXHIBIT E
SCOPE OF VISICRAFT SOFTWARE SUPPORT SERVICES
1. SUPPORT SERVICE COVERAGE. In exchange for the payment of the Service Fee,
VisiCraft agrees to provide the following Support Services on an annual basis:
a. Repair, replacement, or adjustment of faulty or malfunctioning Software.
b. Updates to the Software as required by legislative changes.
c. Future releases of the Software.
d. Provide up to 100 hours of phone support with a qualified technician for standard
support, 2000 hours of phone support for dedicated support, 1000 hours of phone
support for half-time dedicated support. Telephone support will be available to
Client five days a week during normal business hours (8:00 AM to 5:00 PM,
Eastern Time) Monday through Friday.
e. During the development portion of the contract, VisiCraft will provide the Client
with a monthly status report.
f. Provide one digest conversion program per year at no cost. For additional digest
conversion programs or other programming changes, the client shall pay an hourly
rate of $80 for programming services unless covered under dedicated support.
2. SUPPORT LIMITATIONS AND EXCLUSIONS. Support Services do not apply to:
a. computer programs licensed to Client by third parties;
b. Software defects, abnormal operation of the Software or inability to operate the
Software resulting from Client's misuse or improper use of the Software, use of
the Software or equipment by untrained personnel or personnel who require
additional training from Client, improper entry of data in connection with the
Software or from combining or merging the Software with any computer
equipment or computer programs not supplied by VisiCraft (or not approved in
writing by VisiCraft to be combined or merged with the Software) will not be
considered by VisiCraft as qualifying for support services;
c. Problems of the Software caused by Client's data, network, database, operational
or other environmental factors not within the direct control of Vi siC raft; and
d. Errors for which VisiCraft has provided technical or operational corrections not
implemented by Client within a reasonable time.
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CORP/838844.l
EXHIBIT F
Final Project Specifications
Property Tax Collection System
Augusta, Georgia.
Version Date: December 28, 2001
Overview
This document describes the development, testing, delivery, and support of a new Property Tax
Collection software system for the Augusta-Richmond County Tax Commissioner's Office
(TCO).
VisiCraft will provide:
1. Version 2.0 ofthe VCS*Tax 2000 software by VisiCraft Systems ("VCS Tax").
2. Modifications to VCS Tax as described in this document.
3. Installation of the modified version ofVCS Tax, including initial system configuration.
4. Transfer of records from the existing property tax collection system to modified version
ofVCS Tax.
5. Initial testing of modifications to VCS Tax.
6. Training for TCO staff and designated IT support staff. One group training session will
be provided for public users and users in other departments.
7. Online system documentation.
8. Ongoing support of the modified version ofVCS Tax by VisiCraft, including a dedicated
support option.
9. Database schema documentation for use by Information Technology (IT) staff.
10. The option to purchase source code escrow service, or the actual source code ofthe
Software.
Augusta-Richmond County will provide:
1. The computer and networking hardware, operating system software, networking software,
database software necessary to run VCS Tax, and appropriate licensing and support for
these components.
2. Appropriate access by VisiCraft to the TCO, Tax Assessor's Office, and Information
Technology staff for the purpose of timely completion of this project.
3. Data files necessary for transferring data from the existing property tax collections system
to VCS Tax.
4. Final testing, inspection, and approval of all modifications to VCS Tax.
The project schedule will be divided into three phases.
1. Phase 1 (Jan 2002 - Sep 2002): Base system modifications, transfer of existing tax
records, system installation, digest conversion, printing of tax bills, base system approval.
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CORP/838844.1
2. Phase 2 (Oct 2002 - Sep 2003): Workflow and other advanced modifications. Ongoing
support, including a dedicated support option.
3. Phase 3 (Oct 2003 - ): Ongoing support, including dedicated or enhanced
support options.
Description of components provided by VisiCraft
VCS*Tax 2000, Version 2.0
VCS Tax currently meets the major requirements ofthe Augusta-Richmond County TCO.
1. Basic Features
a. The system has been tested with Windows 98, NT, and 2000, is compatible with
Microsoft-provided TCPIIP, Netbeui, and IPX/SPX networking protocols over
Ethernet.
b. Network printing to HP laser printers is supported.
c. The system utilizes a single-menu graphical user interface based on Windows
98/2000 conventions. Common editing capabilities, such as word wrap and cut
and paste, are implemented for appropriate objects.
d. The system is client-server, utilizing Microsoft SQL Server, version 7.0 or 2000
as the database engine. The database engine resides on the server, and the
program executables may reside on the server or the client.
e. All activities are performed on-line, and there is no requirement for users to log
out for any activity to be performed, with the exception of system modifications
by VisiCraft. Some items, such as mortgage payment file processing are
resource-intensive, and it is recommended that these items be run after normal
working hours.
f. The data from all reports, and the data on most windows, can be saved as an Excel
spreadsheet or as tab-delimited text.
g. When two or more users access the same record, optimistic locking is utilized to
manage updates. This means all users may read the record until a user attempts to
update the record. The first user to attempt an update will obtain a lock on the
record, preventing further reads until the update is complete. Subsequent updates
are applied in the order they occur.
h. On-line and balloon-style help is provided.
1. VisiCraft does not limit the number of concurrent users, but the number of user
licenses for Microsoft SQL Server owned by the TCa may limit the allowed
connections to the database.
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CORP/838844.1
2. Security
Security is provided through user security profiles. The user security profile consists of
two parts:
a. A user account, including user ID, password, initials, and name.
b. An access list of secured items available to the user
For each user, the system provides four levels of security:
a. Inquiry Only security provides access to limited data and does not allow any
changes. Specifically, the tax bill and digest tabs of the collections window are,
by default, the only tabs shown in Inquiry Only mode. Optionally, access to
transactions and field-level audits can be made available. No modifications are
allowed in Inquiry Only mode.
b. Identity security (optional) provides an additional level of identity and password
security beyond the operating system (OS) level, requiring the user to "log in" to
the application after logging in to the OS. This can be turned on or offby the
system administrator. If it is turned off, the OS user id and password are passed
into the application, and verified against the user id and password stored in the
VCS Tax user profile. If the OS identity or password does not match that in VCS
Tax, the user is not allowed to login.
c. Menu item security controls what menu items are available when a user is in the
system. By default, an new user has NO menu availability, and thus has no access
to any activity, including Inquiry Only mode. The administrator must make menu
items available to users.
d. Collections/Tax Bill functional security controls what the user is allowed to do
once in the collections window. There are twelve functions that can be secured:
1. Adjust Tax Bill
11. Create NOD records
111. Endorse Checks
IV. Homestead Application
v. Issue Mobile Home Decals
VI. Manage Delinquent Alerts
V11. Print Tax Bill Receipts
Vlll. Recalculate Penalties and Interest
IX. Save Changes
x. Toggle Back Taxes
Xl. Toggle Tax Bill Scanning
X11. Unpay Bill
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CORP/838844.1
3. System Configuration
Many items in the system are configurable by the administrator. The entire list is too
long to include here, but the major configuration items are:
a. County name, address, commissioner's name, phone number.
b. Billing cycle (tax year) setup for non-homestead mobile homes, homesteaded
mobile homes, and real estate. (County Master)
c. Valid tax accounts (Tax Accounts)
d. Valid taxing authorities (Disbursement accounts)
e. Valid districts (Districts)
f. Valid exemptions (Exemptions)
g. Valid Property Strata (Property Strata)
h. Valid Registers (Registers)
1. Millage rate for each tax account (Tax Account Rates)
J. Tax accounts that apply to each district (District Tax Account Xref)
k. Exemption amount or percentage for each exemption by tax account (Exemption
Amounts)
1. Special Exemptions by property id (Special Exemption Amounts)
m. Special Taxes and Fees (street lights, solid waste, etc.) by property id (Special Tax
Amounts)
n. Valid Fee types, including Interest (Table Setup>>LATE_FEE_ID)
o. Fee and Interest rates and amounts (Late Fee Amounts)
p. The order of distribution of money amounts among principal, interest, and fees
(Distribution Method)
q. Number of days from bill creation until due date for new bills (Annual Defaults)
r. Mortgage companies and processors (Mortgage Accounts)
s. Next Bill Number by tax year and property type (Bill Number)
1. Decal Inventory for each register (Decal Numbers)
u. User security (User Setup, User Security)
4. Public Inquiry
Public inquiry is implemented by creating a public user profile with access to the Tax Bill
Inquiry menu item only.
5. Property Types
Five types of property are currently recognized by the system.
a. Real property, including homesteaded mobile homes and utilities (R)
b. Personal and commercial property (P)
c. Mobile home, non-homesteaded (M)
d. Timber (T)
e. Heavy Equipment (H)
6. Taxpayer and Property Addresses
Property address and current owner address are kept for each tax bill.
The user can examine and change these addresses separately
- 23 -
CORP/838844.1
7. Exemptions
Five classes of exemptions are recognized by the VCS Tax version 2.0.
a. Homestead Exemptions
b. State Special Use Exemptions (Covenanted/Current UselFreeport, etc)
c. Local Special FMV Exemptions
d. Local Special Assessed Value Exemptions
e. Local Special Exemptions tied to a specific property
A specific tax bill may have a different exemption code and amount for each of these four
exemptions. Homestead exemption amounts may be different for each tax account and
are deducted from the assessed value prior to tax calculation. The amount of the
homestead deduction for each tax account for the current year is determined by first
looking up the tax accounts that apply to the district in the District Tax Account Xref,
then locating the exemption code and applicable tax accounts in the Exemption Amounts
table for the year in question.
Special use exemptions are treated as a fixed amount for all tax accounts to be deducted
from the assessed value prior to tax calculation. Local special FMV exemptions are also
treated as fixed amounts for all tax accounts, and deducted from the assessed value prior
to tax calculation.
Local special assessed value exemptions are very much like homestead exemptions, in
that they may have different values for different tax accounts and may vary from year to
year and district to district. They do not, however, vary from property to property.
Local special exemptions tied to a specific property are just like local special assessed
value exemptions, except they may also vary from property to property.
8. Tax bills
a. Tax bills may be created in one of two ways:
1. Entering a new tax bill manually (NOD) - An NOD bill may be entered
for any year at any time, and requires that strata values, district id,
property type, and applicable exemptions be supplied. The user must have
security for both adding and adjusting tax bills, which is not appropriate
for all users. As an alternative, the tax estimation window can be provided
for those users. The tax estimation window requires much less
information and does not require security to add or adjust a tax bill.
11. Creating tax bills from the assessor's digest - Tax bills are automatically
created as part of the year-end activities. The tax bills are calculated from
digest data provided by the assessor's office, then edited and proofed for
accuracy by the TCa staff prior to actual release of the state digest and
printing of tax bills.
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b. Tax bills may be adjusted with appropriate security. This may be accomplished
by changing the strata, the value of any or all of the strata, the district,
exemptions, the property type, the number of residences (where applicable), or the
FMV adjustment rate. All of these affect the FMV, the assessed value, or the
taxable amount of the bill, which in turn, results in a different principal tax
amount. Interest, penalty, and fees may also be adjusted, either on the tax bill
itself, or when a collection is being taken.
c. Taxes may also be estimated without having the security to create or modify an
existing bill by using the tax estimation window. The tax estimation window will
also project interest and penalty into a future date.
d. In version 2.0, there are 5 system-defined statuses, and 5 user-defined statuses
available for each tax bill. These statuses may all be in effect at the same time for
a given bill. The system-defined statuses are:
i. Appealed
11. Held
111. Bankrupt
IV. Levied
v. Payment Plan
User defined statuses, of course, are defined by the system administrator.
9. Transactions and Auditing
VCS Tax provides three levels of audit information:
a. Transactions - collection, adjustment of principal, adjustment of fees, refund,
reversal of collection, reversal of refund, write-off of principal. Each transaction
records key tax bill information as it was prior to the transaction, as well as the
transaction amounts. Transaction amounts are distributed among principal,
interest, and fees. The principal and interest amounts are also disbursed to the
appropriate tax accounts.
b. Field level audits of tax bills - Changes to selected tax bill fields are tracked, with
before and after values, timestamp, and user id.
c. Last change date, time, and user id for all tables
10. Tax Bill Collection
VCS Tax provides the following collection functionality:
a. Tax bills may be collected via check, cash, and charge card.
b. Multiple bills may be collected at one time.
c. The user can specify the effective date for all collection transactions.
d. User may remove or add penalty, interest, and fees at collection time.
e. User may choose to print a receipt or not at collection time.
f. For multi-pay collections, a single receipt with one address or multiple receipts
with different addresses may be printed.
g. Any amount up to the total collected may be refunded (un-paid), with appropriate
security .
h. A collection transaction may be reversed, with the appropriate security. A
reversal does not result in a refund
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CORP/838844,1
1. A refund may be reversed, with appropriate security.
J. Mortgage payment data files may be processed in an automated manner.
k. The system administrator can specify the default distribution of transactions
among principal, interest, penalty, and fees. Users with appropriate security may
adjust this distribution.
1. Users with appropriate security may adjust disbursement of a transaction to the
various tax authorities.
11. Automated Mortgage Request and Payment Processing
a. Mortgage Request Processing - Mortgage companies may provide escrowed
property data in electronic or hard copy form. If an electronic data file is
provided, the system can be used to automatically assign a mortgage company to
the properties in the data.
b. Unpaid Bills Export (to be renamed Tax Bill Export)- Once the properties are
flagged, the system may be used to create an export data file of properties for
which taxes should be paid by a specific mortgage company, or for all mortgage
companies. This file contains all tax bills for the current tax year and all unpaid
bills from prior years.
c. Mortgage Payment Processing - Mortgage companies may also provide
payment data in electronic or hard copy form. If an electronic data file is
provided, the system can be used to automatically pay tax bills directly from the
data files. Automated processing pays all the bills for the mortgage company as
if it was a multi-pay group with the exception that amounts over- or under-paid
are shown for each tax bill rather than for the whole group as is normal.
d. If hard copy is provided, payments are entered using the standard collection
window. Generally, all the bills to be paid by a single check are selected as a
multi-pay group
e. The automated process produces an error report (invalid property ID's, invalid
mortgage company, out-of-balance checks, etc.) and a balancing report. The
balancing report shows, for each check, the individual tax bills paid, and the over-
or under-payment of those bills. This may be balanced back to the regular
transaction journal.
12. Tax Bill Preparation and Printing
The system provides facilities for creating and printing tax bills or exporting to a data file
for a third party printer. In specific:
a. The tax assessor's office (TAO) provides yearly digest data files and a Digest
Consolidation that balances to the data provided. VCS Tax supports several
common export formats, including WinGap.
b. The TCO uses the Annual Processing functions ofVCS Tax to load and validate
the digest data.
c. The TCO uses the Annual Processing functions to calculate tax bill proofs from
the validated digest data and evaluates those proofs for content and accurate tax
computation.
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CORP/838844,l
d. Once the proofs have been approved, the TCO calculates all tax bills and runs
validation reports.
e. The TCa runs the Digest Consolidation and Analysis report and balances back to
the Digest Consolidation provided by the TAa.
f. Tax bills may then be mass printed. The first step in the mass printing procedure
is to create export data files for third party printers. If the TCa is using a third
party printer, these files are simply sent to the printer on CD.
g. At the same time, the State digest export files may be created. The print image
file is sent to the Revenue Department and the data file is sent to the printer to
print the original digest.
h. A second digest export is available for the Department of Audits.
13. Delinquent Tax Bills
VCS Tax provides support for delinquent collections.
a. Second and Final Notice tax bills may be printed en-mass, or exported to a data
file for a third party printer. These bills are identical to the normal tax bill with
the exception of the user-modified comment fields. Second and [mal notices are
only printed for unpaid bills.
b. Data for Second and Final Notice tax bills may be exported for third party
printing or for mail merge with other documents.
c. The Final Notice tax bill usually includes 'Intent to Fi.Fa.' verbiage. This may be
modified or removed by the system administrator.
d. The UnpaidlDelinquent report is generally forwarded to the Court to be placed on
the General Execution Docket.
e. The actual Fi.Fa. document may be mass printed for past due bills to which a Fi.
Fa. fee has been applied. Criteria for mass printing the Fi. Fa. Document
includes: tax year, bill number range, property id range.
f. The levy notice letter may be mass printed for all past due bills. Criteria include
tax year and bill number range.
g. Data for the Fi. Fa. and levy letter mass print may be exported for third party
printing or for mail merge with other documents.
14. Reports
A full list of reports, with samples, is available in PDF format. These have been
forwarded to the TCa office and to the Information Technology department.
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CORP/838844.1
Modifications to ves Tax
The modifications to VCS Tax will take place in two phases.
Phase 1: Jan 30 - Sep 15th 2002
1. Discounts
The discount amount is a percentage of the principal tax amount. This amount is
deducted from the taxes owed if the taxes are fully paid by the discount date, currently
20 days from the official billing date. The official billing date and discount percentage
may change from year to year. The official billing date may vary from bill to bill with a
gIVen year.
VCS Tax will be changed to accommodate a discount. In specific:
a. Each year, the system administrator will be able to specify a discount rate, an
official billing date, and the number of days for which the discount will be valid.
The discount rate must be specified for each tax account to which it should apply.
b. When tax bills are printed, or tax bill data is prepared for an external printer, the
official billing date, discount date, and discount amount will be stored with each
tax bill. If a tax bill is not printed or exported to an external printer, the official
billing date, discount date, and discount amount will not be stored with the tax bill
data. The printed tax bill will display the official billing date and/or the discount
date as well as the discount amOunt.
c. Users with appropriate security will be able to change the official billing date for a
tax bill. This will result in recalculation of the discount date.
d. If a tax bill is adjusted on, or prior to, the discount date, the system will
recalculate the discount based on the new principal tax amOunt.
e. Until the discount date, the current due amount of the tax bill will include the
discount. After the discount date, the current due amount will not include a
discount.
f. If a tax bill is fully paid on or prior to the discount date, the full principal tax
amount will be disbursed to all tax accounts (and thus the tax authorities to which
those accounts apply) for which the discount rate is zero. The principal tax
amount less the discount amount, and the discount amount, will both be disbursed
to the tax accounts for which the rate is not zero. For example, assume we wish to
apply a 1.0% discount to the county, school, and bond, but not to the state:
Authority Principal Discount Net Disbursed
State 100.00 0.00 100.00
County 1000.00 1.00 999.00
School 1500.00 1.50 1498.50
Bond 150.00 0.25 149.75
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CORP/838844.1
I Total Tax
2750.00 I
2.75\
2747.25 I
Note, in particular, that no discount is disbursed to the state because the discount
amount for all state tax accounts are zero.
g. If a tax bill is only partially paid on or prior to the discount date, the discount is
considered void, and is not applied. The discount amount is set to zero, the
discount date is removed and the current due is recalculated as the full principal
tax amount less the paid amount.
h. Users with security to modify transactions will have the ability to modify or
remove the discount amount from a collection transaction. This will result in a re-
disbursement of the collection based on the revised discount amount.
1. During collection, the clerk will have the ability to toggle discount on or off,
regardless of whether the discount is still technically valid. In other words, the
clerk may apply or un-apply discount at any time.
J. When opening the collection window, the clerk may specify an effective date. If
the effective date is past the discount date, the clerk may choose to override the
default system behavior and apply discounts anyway.
k. When a bill retrieved for collection has no discount date, the system will assume
the current effective date to be the official billing date and calculate the discount
date and discount amount accordingly. This will occur only for bills that have not
been previously printed.
1. The discount amount will be added to all reports that currently display interest or
principal tax amounts.
m. Discount amount will be added to the mortgage company data export files.
2. Interest, Penalty, and Fees
Changes to the way ves Tax manages interest, penalty, and fees are as follows:
a. The option will be provided to calculate penalty, interest, and other fees based on unpaid
principal or to calculate penalty on the total principal and interest and other fees on the
total unpaid balance,
b. During collection, the clerk will have the ability to toggle interest, penalty, and other fees
on or off with a single keystroke or click. One toggle will be provided for interest, and a
second for penalty and all other fees.
c. When interest is toggled on, and no interest bas been previously applied, the
system will apply interest from the due date forward to the current effective date
in monthly increments using the interest rate specified by the system
administrator in the fee amounts table. For example:
Due Date Effective Date Interest applied
12/2012001 12/3012001 1 month
12/20/2001 01/01/2002 2 months
12120/2001 01/30/2002 2 months
1212012001 03/12/2002 4 months
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d. When interest is toggled on, and interest has been previously applied, the system
will apply interest from the good through date forward to the current effective
date in monthly increments using the interest rate specified by the system
administrator in the fee amounts table. For example:
Good Thru Date Effective Date Interest applied
01/20/2002 12/30/2001 o months
01/20/2002 01/01/2002 o months
01/20/2002 01/30/2002 1 month
01/20/2002 03/01/2002 3 months
3. Legal Owner/Current Owner
A legal owner name and address (Jan 1 sl owner) will be added to the system. This will be
implemented as follows:
a. The tax bill will accommodate an alternate taxpayer account number. This
alternate account number will identify a taxpayer name and address in the address
table. The number may be the same as or different than the current account
number for the tax bill.
b. The alternate taxpayer account information will be labeled as "Legal Owner" on
screens and reports.
c. Name and address data for the legal owner account must either be manually
entered or provided in the digest data from the Tax Assessor's Office (TAO).
d. When tax bills are mass printed or exported for a third-party printer, the user will
be allowed to pick current owner, legal owner, or both as the recipient of the tax
bills. If both current and legal owner is selected, the system will create a tax bill
(or export record) for each unique account number. In other words, if the regular
account number and the alternate account number are different, two bills with
different addresses will be created. If not, then only one bill will be created.
4. Amendment 65 and 74 exemptions
These exemptions vary from property to property and year to year and thus are classified
as Local Special Exemptions tied to a specific property. These are outlined in Item 6 of
the section titled "VCS*Tax 2000, Version 2.0", and as such are already supported.
5. Mortgage Processing
VCS*Tax supports automated and manual mortgage payment processing as described in
Item 10 of the section titled "VCS*Tax 2000, Version 2.0". Some changes are
required.
a. The Mortgage Request processing window will be changed to allow the user to
select a tax year to which mortgage company account ids should be applied. This
is to accommodate the requirement of applying mortgage company account codes
automatically to current year tax bills prior to digest processing and then copying
them to the new digest year tax bills.
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b. A Mortgage Company Tax Bills Report will be added. This report would be
printed for all mortgage companies that do not receive data via electronic media.
Parameters will include: Digest type (real, mobile home), range of mortgage
companies, dollar amount limits, exclude bills for selected user-defined statuses,
or include appealed, held, or bankrupt bills. Tax bills for each mortgage company
will be grouped together and started on a new page to accommodate the
requirement of mailing each mortgage company their own individual report.
Within a mortgage company break, individual bills will appear in property id
sequence.
c. The mortgage company ID field will be added to the field level Audits to track
who changed the mortgage company and when.
d. A new manual mortgage payment-processing window will be added. This
window will:
1. Retrieve all bills for a user-selected mortgage company, provided that the
bills have been previously flagged with the mortgage company ID.
H. Allow the user to set the effective date of the payment transactions.
HI. Allow the user to specify whether or not discount should apply to all bills.
IV. Allow the user to remove bills that should not be paid and add bills that
should.
v. Allow the user to enter the payment amOlmt for each bill in addition to the
total check amount. The payment amount will default to the current due
on the bill, so the user will only have to change those bills where the
payment amount is different from the current due.
VI. Produce a mortgage payment data file just like the ones normally provided
by a mortgage company.
VH. Process the data file through the automated mortgage processing as
described in the section titled "VCS*Tax 2000, Version 2.0".
Vlll. Produce a report showing over- and under-payment amounts for individual
tax bills, as described in section 10.
6. Tax Bill Preparation and Printing
a. The current user-modifiable bitmaps that contain text to be printed on the tax bill
will be changed to user-modifiable fields storedl in a reference table. The system
administrator will be able to change the text in these fields inside VCS Tax rather
than through a third-party tool as is currently done.
b. Add a field to the tax bill that prints only if the bill has a mortgage company
account id assigned. The default text of this field will be: "This bill has been sent
to your mortgage company", but this may be modified by the system
administrator.
c. System- and user-defined statuses will be added as exclusion or inclusion criteria
on the tax bill mass print screen for tax bill printing and exports.
d. A tax amount range will be added to the criteria on the tax bill mass print screen
for tax bill printing and exports.
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e. The TCO intends that a third party printer will mass print tax bills under most
circumstances. There are several options to accomplish this, including exporting
data for the printer, printing tax bills to a PDF fOlmatted file for use by the printer,
and installing VCS Tax at the printers location. No decision on which option will
be executed has been made at this time.
7. Widow's Year Support
VCS Tax provides a way, via the user-defmed statuses, to flag a bill for Widow's Year
Support. Since bills with this status will not be collected, they will be written off using
the Write Off transaction in VCS Tax.
8. Reporting
a. The 5 system- and 5 user-defined statuses will be added as criteria to critical
reports identified as such by the TCO and VisiCraft.
b. A user-selectable current due amount minimum will be added as criteria to critical
reports identified as such by the TCO and VisiCraft.
c. Add a tax bill count field to the Unpaid Summary report.
d. Enhance existing OverpaylRefund report to allow user to include or exclude un-
refunded overpayments (i.e. those that do not have a refund check number
provided).
9. Other Changes
a. Field level auditing will be added for user-defined status codes.
b. The system will read the WinGap data files for changes to taxpayer addresses and
update those automatically in VCS Tax. New owner accounts will be added, but
existing owner records will not be deleted, even if marked as deleted by the T AO.
c. VCS Tax supports forward dating and back dating of effective date. The TCO
office feels that the effective date should not be back-dated. VisiCraft considers
this a procedural rule that can be implemented by the TCO.
d. A new collection security item will be added to allow/disallow reversal of
payments on tax bills on an individual user basis.
Phase 2: Sep 15th 2002 - Sep 15th 2003
Several of the changes in Phase 2 are required as quickly as possible after September 15th, 2002.
This phase, therefore, has several sub-phases.
Sub-phase 1: Sep 15th - Oct 15t\ 2002
1. Fi. Fa. Processing
The procedure currently used for Fi. Fa. processing can be supported with some
changes. The revised procedures as well as the necessary changes to VCS Tax will be
described here.
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a. Apply penalty and interest. Since the Apply Late Fees program allows the user
to choose which fees to apply, the system already meets the requested condition of
being able to choose to apply or not apply interest and penalty at the same time.
b. Print Intent to Fi.Fa notice. We recommend that the Final Notice tax bill be
used as the "Intent to Fi. Fa." notice. The tax bill mass print already supports
exporting data to a third party printer, has past due taxes on the bill, and has user-
modified language. Some changes do need to be made.
i. The tax bill mass print will be modified to allow exclusion of user-defined
status codes.
11. The tax bill mass print will be modified to allow the user to specify an
amount due limit range for printing or exporting.
c. Review small balance tax bills. We recommend using the Small Net Due report
to review small balances to which Fi. Fa. should not be applied. To keep Fi.Fa.
and GED fees from being applied, the user much set the system status of each tax
bill to Held. The Apply Late Fees program will not apply Fi. Fa. and GED fees to
held bills.
d. Apply Fi.Fa. and GED Fees. Several changes are required to the Apply Late
Fees program.
i. The Fi. Fa. number will be assigned to tax bill when Fi. Fa. Fees are
applied. This number will be the tax year plus bill number.
11. Produce a "Run Log" report showing the bills to which fees have been
applied. This report will be viewable on-line and can be printed.
lll. The program will be modified to allow the exclusion of selected user-
defined status codes.
lV. The program will be modified to allow the user to specify an amount due
limit range.
e. Export GED data file. The TCa will provide a format for the GED file to be
provided to the court.
f. Print Fi.Fa. documents. Fi.Fa. documents may still be mass printed and filed
but this will not be the standard practice. Instead, Fi.Fa. documents will be
printed on demand. The system will be changed as follows:
i. When a bill with a Fi.Fa. number is paid off or adjusted to zero balance in
the collections window the clerk will be prompted to print a Fi.Fa. notice.
11. The text of the Fi.Fa document will be made user-modifiable in a similar
way to the user-modifiable tax bill fields. Users with appropriate security
will be able to modify the document text.
lll. The Fi. Fa. number will added to the tax bill window. Users with the
security to adjust tax bills will be able to change this number.
2. Other Changes
Receipt printing will be modified to allow printing multi-pay receipts at any time, not just
when the collection is taken.
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Sub-phase 2: Oct 15th - Dee 15th, 2002
1. Levy Processing
VCS Tax will be modified to accommodate the levy procedure, with some minor
changes, that the TCa currently uses.
a. Print Levy Batch Selection Report
b. Assign Levy Batch numbers to selected bills.
c. Print Levy Batch Assignment Report
d. Set user-defined status code to indicate which tax bill of the batch belongs tow
which levy officer.
e. Print Consolidated Levy Report
f. Generate First Notice Levy Letters and address labels (see note), Rolodex cards
(see note), and Certified Mail labels. (TCO mails these to the taxpayer.)
g. Apply Administrative fee manually to the bills to be levied.
h. Generate Second Notice Levy Letter and address labels (TCO mails these to a
TCa appointed attorney with a copy to the taxpayer).
1. Print, as needed, a list of unpaid, levied bills that will actually go to sale.
NaTE: We recommend that you consider using window envelopes to eliminate the
expense and time of printing address labels, and replace Rolodex cards with an online
name, address, and phone number inquiry. Further, we recommend that you consider
mail merge to print the certified mail labels.
There are several modifications necessary to accommodate this procedure. The ones
listed here will be made prior to Dec lSth'2002. Others are listed in the next sub-phase.
a. Levy batch number must be stored with the tax bill and made available on the tax
bill maintenance tab.
b. A second levy letter must be added and the levy l.etter print changed to
accommodate user selection of first or second mailing.
c. The levy letters must be changed so the text can be changed by users with
appropriate security.
d. A new levy batch selection report must be added to TCO specifications.
e. A new levy batch assignment report must be added to TCa specifications.
f. A new consolidated levy report must be added to TCa specifications.
g. If the TCa chooses to continue printing Address labels, certified mail labels, and
Rolodex cards this functionality will be added.
h. If the TCa chooses to use window envelopes, mail merge for certified mail labels,
and to replace Rolodex cards with online inquiry, the system will be modified to
export the levy data for mail merge and an online inquiry for name, address, and
phone numbers will be added.
2. The ability to apply overpayments to specific bills within a multi-pay will be added.
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Sub-phase 3: Jan 2nd - Sep 151\ 2003
1. Delinquent tax notices
Delinquent tax notices will be reviewed and possibly redesigned by the TCa to be "tax
statements" (that is, showing all taxes owed, not just back taxes). Once this is done, the
new tax statement will be implemented for single and mass printing. Criteria for the
mass printing will be defined by the TCa.
2. Levy Processing
a. A new Levied Properties to be Sold report will be added.
b. Levy batch number will be added to the extended search window as a search
criteria for tax bills.
c. Levy batch number will be added as exclusion criteria to various reports as
specified by the TCa.
d. Add additional user-modified levy letters as required by the TCa.
3. Security
Field level security will be added to allow the system administrator to specify limits on
how much a clerk may adjust interest, penalty, and fees during a collection or adjustment.
4. Property Splits and Merges
a. When a property is split into multiple parcels, the original (parent) parcel will be
stored with the tax bill and displayed on the tax bill window. If this information
is available from the assessor's digest, it will be added to the tax bill when it is
created. If not, the TCa will be responsible for acquiring and entering this
information on each tax bill.
b. When multiple properties are merged into a single property, the system will
provide the ability to maintain a list of properties that were merged into the
current tax bill.
c. The ability to view and print past due tax bills for splits and merges will be added
to the system.
d. A new report will be added to show property splits and merges.
5. Image Management
The ability to associate user-provided images with a tax bill, property id, or taxpayer
account number will be added. This will require the Tea office to obtain and implement
a separate image server system.
6. User Designed Reports
Users may create new reports in any ODBC or aLE-DB compatible report writer. The
system administrator will have the ability to add these reports to the Tools menu.
7. Tax Bill History Archiving and Reinstatement
a. The ability to archive paid tax bills, taxpayer accounts, and transactions to support
those bills will be added to the system.
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b. The ability to reinstate a taxpayer account, or tax bill and transactions will be
added to the system.
8. Automated Interface to T AO data
a. Property Transfers
i. VCS Tax will be modified to read WinGap data files directly to obtain a
list of property transfers and will update the current owner account number
on all tax bills for the transferred property.
11. The tax bill mass print application will be modified to allow printing of
tax bills with current owner account number changes only.
b. Assessment Changes and NOD Bills
1. VCS Tax will be modified to read the WinGap data files directly and
obtain a list of changes to property values, exemptions, property addresses
or any other pertinent information.
11. A new window will be added to allow the TCO to review changes and
choose the ones to make permanent.
111. The user will be able to specify the effective date of the change to be
posted.
IV. Once a change is accepted, the system will automatically update the tax
bill for the property and year associated with the accepted change. This
activity will generate an Adjustment transaction.
v. The tax bill mass print window will be changed to allow printing tax bills
for only adjusted bills.
9. Buyers Certificate and Deeds
If feasible, VCS Tax will be changed to produce a buyer's certificate and deed as defined
by the TCO. This may require interfaces to other systems that are not currently available,
or may require manual entry of additional data not currently stored with the tax bill.
10. Other Changes
a. A "billing digest" report will be added showing the current state of all tax bills
including those that have been paid. This billing digest report will be a derivative
of the current VCS Tax Unpaid/Delinquent Report. Criteria will include:
i. Detail or Summary
11. Bill source (Digest, NOD, ALL)
111. Digest Type (Real, Mobile Home, ALL)
IV. Tax year range
v. Property Type (Real, Personal, Non-Homestead Mobile Homes, Timber,
Heavy Equipment, ALL)
VI. Ending Transaction Date
V11. Current Due range
V1l1. User-Defined Status Codes (exclusion or inclusion)
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The TeO has requested additional criteria for this report, but it is not necessary to
implement these for the following reasons:
a. Late fees breakdown as of the end date will always print on the detail report.
b. Total original due and current due taxes will always print.
c. All paid amounts as of the end date, including partial payments will always print.
d. There is no concept of a "credit" owner account in ves Tax, so there is no ability
to print credit owner accounts.
e. Owner address is always printed on the detail report, but not on the summary
report.
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