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HomeMy WebLinkAboutSystem Sale Agreement Augusta Richmond GA DOCUMENT NAME: ~'f S,~ S S (tt..t S As R.6t'1I" e;dJl DOCUMENT TYPE: A- Cj {2.-G~h1e;A11 YEAR: \~ct~ BOX NUMBER: 7 Fll.E NUMBER: I Y , I ?r NUMBER OF PAGES: ~t ,Jf I ,';-. .\ t .. TEAM fA lNCCRPORATED .JdL -If Iy//r I SYSTEMS SALES AGREEMENT THIS AGREEMENT is made this -# day of March, 1999, by and between Team IA Ine, (IA), a South Carolina Corporation, 5060 Sunset Boulevard, Suite 3, Lexington, South Carolina 29072 and AUGUSTA, GEORGIA, (AUGUSTA) a political subdivision of the State of Georgia, 530 Greene Street, Augusta, Georgia, 30911. WHEREAS, IA is engaged in the business of marketing software applications, integration services, hardware and/or other related products and ser.rices. WHEREAS, AUGUSTA desires to purchase computer equipment integration and software including installation from IA for the purposes hereinafter set forth and IA is willing to provide such equipment integration, software, installation and maintenance services and training on the terms and conditions hereinafter set forth; NOW, THEREFORE, based upon the mutual covenants, promIses and payments contemplated hereby, it is agreed as follows: 1. TERMS, CONDITIONS AND SCHEDULE OF PAYMENTS 1.1. The documents that shall govern the dealings between the parties to this Agreement are as follows: 1.1.1. This Agreement, being the Team lA, Inc. Systems Sales Agreement including the following schedules, which are attached hereto and incorporated herein by reference: 1.1.1.1. 1.1.1.2. 1.1.1.3. 1.1.1.4. 1.1.1.5. 1.1.1.6. 1.1.1.7. 1.1.1.8. 1.1.1.9. 1.1.1.10. Schedule "A" - Software and Services Schedule and Pricing Schedule "B" - Software Modifications to the Baseline ROD System Schedule "c" - Acceptance Criteria Schedule "D" - Payment Terms Schedule "E" - AUGUSTA Responsibilities Schedule "F" - Team IA Responsibilities Schedule "G" - Project Plan and Deliverables Schedule "H" - Insurance Declaration Sheet Schedule "I" - Professional Liability Declaration Sheet Schedule "J" - Data Conversion Verification Process Page 1 of 10 .~ :f 1;1 .. / ~UGUST A Systems Sales Agreement " 1.2. IA shall provide the professional services as set forth on Schedule "F". 1.3. The price for the equipment integration, software licenses, delivery, installation, professional services, training and services as contemplated hereunder shall be the total sum of$ 627,742.83. The terms and schedule are set forth more specifically in Schedule "D". 1.4. Title to Software: All the parties to this Agreement understand and acknowledge that the software provided hereunder remains the property of IA and its respective software vendors. IA is merely granting a non-exclusive, non-transferable license to AUGUSTA only. No title to or ownership of any such software product is hereby transferred to AUGUSTA. Nothing herein shall limit IA from reproducing, altering, marketing, selling, registering, or exercising its ownership interest over the software in any manner whatsoever. Should AUGUST A come into possession of lA's source code, either directly or indirectly by reverse engineering, industrial espionage, etc., AUGUSTA agrees to notify IA of its possession and shall destroy, erase or eliminate the source code in its entirety. AUGUSTA shall not copy or reproduce any software product in whole or in part, except to make back-up copies for AUGUSTA's own use. AUGUSTA shall not make such software or any portion thereof available to any person or entity, other than AUGUSTA's employees or agents in connection with AUGUSTA's authorized use of such software. 1.5. AUGUSTA shall employ reasonable measures in accordance with industry standards in order to protect the proprietary interest of the lawful owners of such software. 1.6. Not used. 1.7. The proposed Acceptance Criteria and Project Plan are attached as Schedule "C" and "G" respectively. In order for IA to meet the scheduled deadline dates of June 30, 1999 for the ROD system and July 31, 1999 for the Business License, Building Permit and Alcohol License System., the obligations of AUGUSTA as contemplated within this Agreement must be met within the indicated time frames in Schedule "G". Should Augusta Richmond County fail to meet these deadlines, IA shall be relieved of the due dates to the extent provided in Section 10 infra. 1.8. At the time of execution of the Agreement by the Parties, Acceptance Criteria and a Project Plan have been developed for the ROD project. To date, the parties have not yet developed a final Acceptance Criteria and a Project Plan or the conditions which must be met or exceeded thereunder for the Building Permits and Licensing Project portion of this Agreement. If the parties do not agree upon the Acceptance Criteria and Project Plan for this portion of the Systems Sales Agreement, then this portion of the Agreement may be declared null and void by either party upon written notice, in which event the parties will have no additional liability to the other for that portion of the Agreement. Page 2 of 10 t~.1 }- 1 ~UGUSTA Systems Sales Agreement .. Notwithstanding, nothing contained herein shall require a refund for services, software and hardware provided under the ROD portion of this agreement. Further, it is the intention of the parties to agree upon detailed Acceptance Criteria and a Project Plan for the Building Permit and Licensing Project portion of the Agreement within ten (10) days after contract signing. Once these documents are agreed upon they shall be incorporated by amendment to this Agreement executed by both parties and shall become part of the Agreement between the parties. 1.9. This agreement shall be effective as of the date approved by the Augusta-Richmond County Commission and shall continue in effect for the initial term of one year. AUGUSTA may at its election and its sole discretion, terminate this agreement as of the end of the initial term by written notice to IA at least sixty (60) days prior to the effective date of termination. In addition, either party may terminate this agreement without advance notice in the event of material breach by the other if the breaching party fails to cure such a breach within thirty (30) days after receipt of written notice from the other party specifying the nature of the claimed breach and the requested cure. 2. RESPONSIBILITIES OF EACH PARTY AUGUSTA assumes the responsibilities as detailed in Schedule "E". IA assumes the responsibilities as detailed in Schedule "F" 3. YEAR 2000 COMPLIANCE IA represents that lA's software application has been tested and is Year 2000 compliant. Specifically, IA software shall correctly process date data within and between the 20th and 21st 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. IA has proposed modern technology be used with this project which IA is informed and believes is year 2000 compliant. Further, IA will provide Y2K statements, disclosures and other related information that it has in its possession for the respective third-party technologies. Upon certification of non-compliance with this statement, IA shall endeavor to correct reported material deficiencies in its software products so as to conform with the aforementioned definition. In the event that IA is not able to correct the software products to conform to the statement within ninety (90) days after notification by AUGUSTA, then IA shall refund to AUGUSTA all monies paid for such nonconforming technologies other than hardware under this Agreement and this Agreement shall be null and void. Page 3 of 10 '.j ~ 'AUGUST A Systems Sales Agreement " 4. SOLICIT A TION OF EMPLOYEES 4.1 During the term of this agreement and for a period of one (1) year from the date of termination or completion of this agreement, AUGUSTA shall not, without the prior written consent ofIA, employ any ofIA's current employees or any employee ofIA employed during the term of this Agreement. 4.2 During the term of this agreement and for a period of one (1) year from the date of termination or completion ofthis agreement, IA shall not, without the prior written consent of AUGUSTA, employ any of AUGUSTA's current employees or any employee of AUGUSTA employed during the term of this Agreement. 5. INSURANCE 5.1 IA shall maintain Comprehensive and General Liability Insurance as described in Schedule "H". 6. NON-DISCLOSURE "Confidential Information" means information belonging to. or in the possession or control of a party which is confidential, proprietary or trade secret in nature that is furnished or disclosed to the other party under this Agreement: (i) in tangible form and marked or designated in writing in a manner to indicate its confidential, proprietary or trade secret nature, (ii) in intangible form and subsequently identified as confidential, proprietary or trade secret in a writing provided to the receiving party within thirty (30) days business days after disclosure; or (iii) information obtained by the non-disclosing party, its employees and or agents by improper or inadvertent means. Such confidential information will include, without limitation, the terms of this Agreement and the business terms proposed or subsequently agreed to by the parties and the parties' respective software, technical solutions and technical documentation, whether marked as confidential or not. Further, such Confidential Information shall include information furnished to AUGUSTA for computation of business licenses as provided in O.c.G.A. S 48-13-15, and IA covenants and agrees that all such information furnished to it for the Building Permits and Licensing Project portion of this Agreement shall be removed from its computers upon completion of the testing for meeting the Acceptance Criteria agreed upon between the parties and that no backup or further copy shall be made of such information. Exclusions. "Confidential Information" will be deemed to exclude any particular information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the furnishing party; (ii) after its disclosure by the furnishing party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of this Agreement; or (iv) is independently developed by the receiving party without reference to the furnishings party's Confidential Information. Page 4 of 10 I.J .J I ~UGUST A Systems Sales Agreement .~ Standard of Care. Confidential Information will remain the property of the furnishing party, and the receiving party will not be deemed by virtue of this Agreement or any access to the furnishing party's Confidential Information to have acquired any right or interest in or to any such Confidential Information to have acquired any right or interest in or to any such Confidential Information. The receiving party agrees: (i) to hold the furnishing party's Confidential Information in strict confidence; (ii) to limit disclosure of the furnishing party's Confidential Information to those personnel with a legitimate business interest and those who have a need to know the information for the purposes of this Agreement; (iii) not to disclose any such Confidential Information to any third party; (iv) to use the furnishing party's Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; (v) to afford the furnishing party's Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving party normally uses to protect its own information of a similar character, but in no event less than reasonable care; and (vi) to notify the furnishing party promptly of any unauthorized use or disclosure of the furnishing party's Confidential Information and cooperate with and assist the furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure. COIDDelled Disclosure. If the receiving party receives a subpoena or other validly issued administrative or ju~icial notice requesting the disclosure of the furnishing party's Confidential Information, the receiving party will promptly notify the furnishing party and, if so requested, will provide reasonable cooperation to the furnishing party in resisting the disclosure. Subject to its obligations stated in the preceding sentence, the receiving party will be entitled to comply with any binding subpoena or other process to the extent required by law, but will in doing so make every effort to secure confidential treatment of any materials it is compelled to disclose. Return or Destruction. Upon termination or expiration of this Agreement the receiving party will return or destroy all Confidential Information of the furnishing party that the receiving party does not possess under a valid license; provided that IA may retain one (1) copy of all of its work products (including working papers, but excluding information used for computation of business licenses) produced under this Agreement for archival purposes, but the obligation to treat such information as Confidential Information shall survive the termination or expiration of this Agreement. Relief. The receiving party agrees that if a court of competent jurisdiction determines that the receiving party has breached, or attempted or threatened to breach, its confidentiality obligations to the furnishing party or the furnishing party's proprietary rights, the furnishing party will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches of such obligations. Such relief or measures will be in addition to, and not in lieu of, any other rights and remedies available to the furnishing party. Page 5 of 10 (.j 'I . AUGUST A Systems Sales Agreement \' 7. WARRANTIES 7.1 Disclaimer of Warranties: EXCEPT AS SPECIFICALLY HEREINAFTER SET FORTH IN THIS ARTICLE OR OTHERWISE IN THIS AGREEMENT, IA HEREBY SPECIFICALL Y DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER OBLIGATIONS FOR LIABILITIES FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE (UNLESS CAUSED BY lA'S NEGLIGENCE), LOSS OF PROFITS OR OTHER CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IA WILL WARRANT ITS APPLICATIONS FOR A PERIOD OF NINETY (90) DA YS COMMENCING ON ACCEPTANCE OF THE "ACCEPTANCE CRITERIA" AS STATED IN SCHEDULE "C". 7.2 Warranties as to the Computer Software Being Sold Hereunder: Except for warranties of authorization to sub-license the software provided hereunder to AUGUSTA, IA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE COMPUTER SOFTWARE BEING SOLD HEREUNDER. AUGUSTA shall be entitled to all of the manufacturer's computer software warranties, if any, for any third party computer software , being sold hereunder, as applicable. 8. LIMITATIONS OF REMEDIES. AUGUSTA'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE FOREGOING LIMITED WARRANTIES OF THE THIRD PARTY VENDORS WILL BE THAT (A) IA WILL ENDEAVOR TO CORRECT WITHIN A REASONABLE TIME ANY REPORTED FAILURE OF ANY PROVIDED PRODUCT TO SUBST ANTIALL Y CONFORM TO OR PERFORM SUBST ANTIALL Y IN ACCORDANCE WITH THE PARTIES' SPECIFICATIONS, OR (B) IN THE EVENT THAT IA SHALL F AlL OR BE UNABLE FOR ANY REASON TO CORRECT ANY SUCH F AlLURE OR NON-CONFORMITY OF A PROVIDED PRODUCT, IA OR AUGUSTA MAY TERMINATE THE END USER LICENSEE AS TO THE AFFECTED COPY OF THE IA PRODUCT, AND IA WILL SUPPLY TO AUGUSTA SUITABLE SUBSTITUTE END USER LICENSED SOFTWARE AT lA'S SOLE COST AND EXPENSE. Page 6 of 10 I " \ AUGUSTA Systems Sales Agreement 9. LIMITATION OF LIABILITY lA's total liability. arising out of or in any way connected to its own negligent performance under this agreement shall be limited to a amount not in excess of schedule I professional liability insurance declaration sheet. IA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC. LOSS in connection with or arising out of the existence of, the furnishing, functioning or customer's use of, any item of equipment or computer software provided for in this Agreement, or for specific performance. Under no circumstances shall lA be responsible for malfunction of the equipment, failure or negligence of the equipment attributable to the equipment's manufacturer and its agents, or defective computer software programs. 1 O.INTERFERENCE AND DELAYS lA .will not be responsible in the event of any delay or other interference that is not the fault of lA that prevents lA from providing the system, software, services, equipment or rendering services under this contract to AUGUSTA; there shall be no reduction in the contract price nor accumulation of penalties pursuant to number 11 below if for any reason, other than due to lA's fault, any such services cannot be timely rendered hereunder. See Schedule "G" for the Project Plan. Upon execution of an amendment to this Agreement and the mutual development of the remaining Project Plan for the Licensing and Building Permit Project, AUGUSTA shall agree to a Project Plan. AUGUST A understands that any missed deliverable dates by the County shall extend IA' s subsequent due dates under the project plan by 3 business days for each day of delay in performance by AUGUSTA (3 days for every 1 day delay). For the purposes of this section, the time performance shall be at or before noon of the day indicated in the respective Project Plan. 11. FORCE MAJEURE IA shall have no liability for delays, failure in performance or damages due to: fire, explosion, pest damage, power failures, water, acts of God, war, civil disturbances, acts of civil or military authorities or the public enemy, unauthorized use of the Products, or other causes beyond lA's control, whether or not similar to the foregoing. If the (A)Acceptance Criteria for ROD is not met by IA by June 30, 1999, or the (B)Acceptance Criteria for Business Licenses, Alcohol Licenses & Building Permits is not met by July 31, 1999, and it is determined that the delays are due to causes within IA control, lA will be responsible for penalties of $200.00 per day per application. 12. ASSIGNABILITY This Agreement shall not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Page 7 of 10 c.~ .4 I 'AUGUST A Systems Sales Agreement \ 13.GOVERNING LAW This Agreement shall be governed by, construed with, and interpreted in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between AUGUSTA and IA arising out of or relating to this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. lA, by executing this Agreement, specifically consents to venue in Richmond County and waives any right to contest jurisdiction and venue in the Superior Court of Richmond County, Georgia. 14.HEADINGS AND SURVIVABILITY The headings contained herein are for reference only and are not for nor shall they be construed to be of substance. Should any section or portion of a section of this Agreement be found to be illegal or unenforceable, the remaining portion of any such section or sections shall survive and be construed pursuant to the clear intentions of the parties, based upon the remaining provisions of the Agreement. 15.INTEGRA TION This Agreement, including all Schedules hereto, whether attached or incorporated by reference, constitutes the entire agreement of the parties with respect to the subject matter herein and may not be modified, amended, or terminated except by written agreement, specifically referring to this Agreement, signed by the parties hereto. Any AUGUSTA purchase order issued pursuant to this Agreement shall be for AUGUSTA's internal purposes only and the preprinted terms and conditions of any such purchase order shall be of no force or effect with regard to this Agreement. 16. SECURITY lA, its agents, servants and employees, agree to comply with all of the reasonable security requirements, as established by AUGUSTA from time to time, provided IA is notified in writing of such security policies. 17.AUTHORITY TO BIND The undersigned hereby represent that the signatories indicated below are fully authorized to bind the respective parties to this Agreement. Further the parties acknowledge and represent that no other action, consent or approval by the respective parties, council, employee, agent or officer is necessary to enter into this Agreement as a binding and valid contract. Page 8 of 10 AUGUSTA Systems Sales Agreement 18. NOTICES Any notice, report or demand required or permitted by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if it is sent by certified mail, postage and charges prepaid, as follows: As to IA: Mr. Brent Yarborough Team lA, Inc. 5060 Sunset Boulevard Suite 3 Lexington, South Carolina 29072 As to AUGUSTA: Mr. Clifford Rushton AUGUSTA Director of Information Technology 530 Greene Street Annex 101 Augusta, Georgia 30911 With a copy to: Charles R. Oliver Administrator 530 Greene Street Room 801 Augusta, Georgia 30911 19. NON-WAIVER No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver and shall not be deemed a waiver of any subsequent breach or default of the same or similar nature. Page 9 of 10 I .' I 'J I 'AUGUST A Systems Sales Agreement IN WITNESS WHEREOF, the parties hereto have executed the Agreement the _ day of ,1999. r;YJ B. . or As Mayor ZD. Page 10 of 10 J . I .I. ~ AUGUSTA Schedule A Price Extended Q!Y.;. Descriotion: Each: Price: SOFTWARE: 1 ROD Base System and Modifications $225,000.00 $225,000.00 1 License Application Development $40,000.00 $40,000.00 (Business/Alcohol) Building Pennit Application Development $15,000.00 $15,000.00 Professional Services for ROD $700000 $700000 Conversion 1 Index Data Conversion $30,000.00 $30,000.00 3rd Party Software 18 Imaging Connections (Optika Imaging $2,950.00 $53,100.00 Software) 1 WinFax Pro v9.0 $121.46 $121.46 12 Preload MS Office on WS. $50.00 $600.00 Software and Professional Service Totals = I $433,821.461 HARDWARE: Jukebox 1 HP320 EX $19,995.00 $19,995.00 1 SCSI Adapter/Cables $345.00 $345.00 1 NT WS PC w/ 15" Monitor, 64MB RAM, $2094.00 $2,094.00 403GB HDD 1 External Optical Drive $2,995.00 $2,995.00 HP 320EX Jukebox Media 64 5.2Gb Optical Media, 2048 byte/sector $87.86 $5,623.04 Page 1 t.1 J, j AUGUST A Schedule A Application Server 1 Compaq NT Server $20,900.00 $20,900.00 - Dual P2-450 Xeon wi 1MB Cache - 256 MB RAM - RAID 5 Controller - 3 - 9.1Gb Hot Swappable HDD - A TM NIC - 15" Monitor - 1.44 Floppy Drive - CD-ROM - Keyboard - Mouse - NT 4.0 (25 user License) Print/Fax Server 1 NT WS PC, 21" Monitor, Fax/Modem, $3,489.00 $3,489.00 Matrox Mistique G200 wi 8MB SGRAM, 128MB RAM, 4.3Gb HDn Cashiering Station 3 Label Printer $241.67 $725.01 3 Cash Drawer $276.67 $830.01 3 Receipt Printers $518.33 $1,554.99 3 NT WS p,C, 21" Monitor, Matrox Mistique $3,202.00 $9,606.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3Gb HDD Scan Station 1 B&H 6338 $17,900.00 $17,900.00 1 FB 1 000 $4,250.00 $4,250.00 1 Adaptec SCSI Adapter/Cables $345.00 $345.00 1 Kofax 1700V $2,810.00 $2,810.00 1 Kofax: Cables $276.00 $276.00 2 Bar Code Readers $500.00 $1,000.00 2 Label Printers $241.67 $483.34 2 NT WS PC, 21" Monitor, Matrox Mistique $3,202.00 $6,404.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3GbHDD Indexing I Proofing Stations 3 Bar Code Readers $500.00 $1,500.00 3 Label Printers $241.67 $725.01 3 NT WS PC, 21" Monitor, Matrox Mistique $3,202.00 $9,606.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3Gb HDD Page 2 r . I ~ I AUGUSTA Schedule A Public Access Stations 10 Dac Readers $1,095.00 $10,950.00 1 Dac Dispenser $4,995.00 $4,995.00 1 Dac Encoder $1,995.00 $1,995.00 10 NT WS PC, 21" Monitor, Matrox Mistique $3,202.00 $32,020.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3GbHDD Admin Station 1 NT Workstation PC, 21" Monitor, Matrox $3,702.00 $3,702.00 Mistique G200 wi 8MB SGRAM, 256MB RAM, 4.3Gb HDD PrinterslPrinter Cards 2 Xionics for LJ8000 $895.00 $1,790.00 2 Xionics for LJ4000N. $895.00 $1,790.00 2 LJ8000 Printers $2,707.50 $5,415.00 User Workstations 3 NT WS PC, 21" Monitor, Matrox Mistique $3,202.00 $9,606.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3Gb HDD Archiver , 1 Software License and Professional Services $5,000.00 $5,000.00 1 NT WS PC, 21" Monitor, Matrox Mistique $3,202.00 $3,202.00 G200 wi 8MB SGRAM, 128MB RAM, 4.3Gb HDD Hardware Total = $193,921.401 Grand Total = $627,742.861 Page 3 ( .' AUGUST A Schedule B Software Modifications to the Base ROD System 1. The system will accept Accounts Receivable as the payment method for Federal Tax liens. The base system Cashiering module will be changed to accept Accounts Receivable as a payment methodfor FederalTax liens. The system will collect Accounts Receivable charges, and Accounts Receivable payments, in the financial transactions file. Team IA will provide a program that will be run by Richmond County personnel at the close of each business day. This program will prepare a report containing information about charges and payments. Richmond County personnel will post this information into the existing Accounts Receivable system. That system will produce the invoices that collect fees paid by Accounts Receivable. 2. The system will produce an official Cle~k stamp that will be affixed to each recorded document at the end of the document. The base system Cashiering module will be changed to print a label that will suffice as the official Clerk stamp. Richmond County will provide the format and content of this label. 3. The system will prepare a file of state deed indexes in ASCII format. Team IA will provide a program that wi(l create a file of state deed indexes in ASCII format. This program will be run, on demand, by Richmond County personnel, and will allow the user to enter a recording date range for the records to be put into the file. Richmond County will provide the format and content of this file. Richmond County personnel will execute a procedure to perform the FTP of this file to its intended destination. 4. The system will higWight hit list information that has been changed. The base system Public Access module will be changed to display hit list information in a unique color, if that information has been changed Richmond County will specify the color for changed information. 5. The system will calculate intangible taxes and all of the other recording fees required by Richmond County. The base system Cashiering module fee structure tables will be changed to reflect the calculation methods for intangible taxes and other recording fees. The Richmond County ROD system administrator will maintain these tables. Page 1 AUGUST A Schedule B 6. The system will split out county transfer tax based on the selection of a county tax district. The base system Cashiering module will be changed to allow the selection of a county tax district from a drop-down list. The Richmond County ROD system administrator will maintain this table of county tax districts. The base system Cashiering module fee structure tables will be changed to allow the definition of how county transfer taxes are split out to county ta:"C districts. The Richmond County ROD system administrator will maintain these tables. 7. The system will split out, and distribute, recording to specific fee codes. The base system Cashiering module fee structure tables will be changed to allow the definition of how recordingfees are split out to specific fee codes. The Richmond County ROD system administrator will maintain these tables. 8. The system will show book and page numbers on the subsequent pages of each recorded document. The base system Scanning module will be changed to print subsequent book and page numbers with an imprinter. These book and page numbers will be printed as part of the scanning document preparation process. 9. The system will relate multiple documents, and their party names, in a blanket assignment. The base system Indexing module will be changed to provide the capability to establish blanket assignments of multiple documents and related party names. Page 2 -l . I i r AUGUST A Schedule C Acceptance Criteria for ROD Acceptance testing for ROD will be performed and signed off on by Team lA, the Richmond County Clerk's Office and the AUGUSTA IT Department. AUGUSTA will have fifteen days to perform acceptance testing starting on June 1, 1999. Items disapproved during the testing period will be repaired and presented to AUGUSTA for approval by June 20, 1999. AUGUSTA will have 10 days to test these changes. IA and AUGUSTA will re-negotiate a mutually acceptable end date for the project on any testing issues not completed by AUGUSTA within said time periods. If Augusta fails to perform acceptance testing within the time specified Augusta will pay a penalty of $200.00 per day for the time in default. Cashierine: · The system will provide the ability to print a label containing instrument number, document type, book and page and date and time down to the 100th of a second. AUGUSTA will test by printing 3 barcode labels and verifying that the label contains the correct information. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to generate a barcode instrument riumber to attach to the document. AUGUSTA will test by generating 3 barcode labels and verifying that the correct barcode is generated. These labels will be verified by reading them with the barcode readers supplied as part of the project. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to automatically calculate all filing fees and fee distributions. AUGUSTA will test by generating 1 of each fee calculation type 1 time and printing the fee distribution report to verify that the fees are distributed properly. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 1 r .' 'AUGUSTA Schedule C . The system will provide the ability to print a complete receipt of all filings. AUGUSTA will test by printing receipts for all fee calculations tested in the preceding requirement. The receipts will be verified for accuracy. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will have the ability to automatically assign book and page during the document filing process. AUGUSTA will test by insuring that correct book and page numbers are assigned during the fee calculation testing requirement. Richmond County Clerk's Office AUGUST A IT Department Date Date . The system will provide the ability to file multiple documents and pay for these documents with one check. AUGUSTA will test by filing 3 documents and paying for them with 1 check. Richmond County Clerk's Office AUGUST A IT Department Date Date . The system will provide the ability to pay for filings by check, cash, accounts receivable or drawdown account in any combination. AUGUSTA will test by filing 3 documents and paying for them with a partial amount of each payment type in excess of the required amount so that change is generated. This will be done 3 times with different combinations. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will provide the ability to track and report all monies received. AUGUSTA will test by opening the cash drawer 2 times with $100.00, filing at least 10 documents using all payment types and printing all cash balancing reports and verifying the correctness of the reports. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 2 r . I ~ I i\UGUST A Schedule C · The system will provide the ability to capture and forward over 25 data elements from cashiering. AUGUSTA will test by reviewing SQL queries of the document table after filing 3 documents 2 times. The purpose is to insure that needed data elements are captured at cashiering. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to handle relief cashiers and track both cashiers' activities. AUGUSTA will test by having one cashier open the cash drawer and file 3 documents then log off of the application. Another cashier will open the cash drawer, file three documents, then log off. Cashier one will then log on and close the cash drawer, print closing reports and then log off. Cashier two will then log on close the cash drawer, print the closing reports and then log off. All closing reports will be verified for correctness. This will be done 2 times. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to override fees and give a reason for the overrides. AUGUSTA will test by overriding 3 filing fees and selecting appropriate reasons. Richmond County Clerk's Office AUGUSTA IT Department Date Date Scannin!! · The system will provide the ability to scan in duplex or simplex mode. AUGUSTA will test by scanning 3 simplex and 3 duplex documents. The documents will be committed at scanning and viewed at public access for correctness. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 3 r .1. ,. 'AUGUSTA Schedule C · The system will provide the ability to automatically retrieve information gathered at cashiering. AUGUSTA will test by using SQL queries of the document table on three documents to verify that information entered at cashiering is passed to scanning. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to retrieve cashiering information by reading a barcode with a barcode reader. AUGUSTA will test by reading 3 documents via their barcode. The documents will then be scanned and verified as to being correctly associated with the barcode. . Richmond County Clerk's O.ffice AUGUSTA IT Department Date Date · The system will provide the ability to handle documents of8 Y2 by 11 and 8 Y2 by 14. AUGUSTA will test by scanning at least 5 documents of 8 Y2 by 11 and 5 documents of 8 Y2 by 14. The documents will be committed at scanning and viewed at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to rescan a document. AUGUSTA will test by scanning 3 documents and then rescanning those same documents after marking the document so that the rescan can be verified at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to rescan a page. AUGUSTA will test by rescanning one page on 3 documents after marking the page so that the rescan can be verified at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 4 f ~ ~ i.. 'AUGUST A Schedule C · The system will provide the ability to rotate documents. AUGUSTA will test by scanning and rotating 3 documents. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to perform quality assurance on each scanned page. AUGUSTA will test by looking at each page of3 scanned documents as a quality control check before saving of the document. Richmond County Clerk's Office AUGUSTA IT Department Date Date Indexine: and Proofing · The system will provide the ability to link documents to previous documents. AUGUSTA will test by creating links on parent book and page for 3 documents and looking up these documents via the parent book and page at public access. Richmond County Clerk's Office AUGUSTA'IT Department Date .Date' · The system will provide the ability to enter unlimited party names. AUGUST A will test by entering 50 party names from 2 documents. The names will be committed and verified at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to automatically mark "Satisfied" previous documents. AUGUSTA will test by marking at least 3 documents satisfied and verifying that the documents show being "satisfied" in the results list at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 5 . .1. 1., 'AUGUSTA Schedule C · The ability to capture legal description. AUGUSTA will test by entering legal description from 3 documents. The legal description will be committed and viewed at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to capture lot, block, phase, tract and subdivision. AUGUSTA will test by entering lot, block, phase, tract and subdivision on 3 documents and verifying the information at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to capture unlimited tax map/parcel numbers. AUGUSTA will test by entering 5 tax map numbers on 3 documents. This will be verified at public access. Richmond County Clerk's Office AUGUSTA IT Department Date Date Public Access · The system will provide the ability to look up documents by book and page. AUGUSTA will test by looking up 3 documents by book and page. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to automatically retrieve documents that are linked. AUGUSTA will test by entering book and page of3 linked documents and ensuring that all linked documents show in the results list. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 6 t . I. ,. AUGUST A Schedule C · The system will provide the ability to look up documents by lot, block, phase, tract and subdivision. AUGUSTA will test by looking up 3 documents by lot, block, phase, tract and subdivision. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to look up documents by the contents of the legal description. AUGUSTA will test by using the wild card search on 3 documents to look up the contents of the legal description. "Begins With", "End With" and "Contains" will be tested. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to look up documents by a specified date range. AUGUSTA will test by entering three date ranges and insuring that correct results list is returned. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to look up documents by party names. AUGUSTA will test by entering 8 combinations of last name and first name and ensuring that the appropriate results list is returned. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to look up documents by document type. AUGUSTA will test by searching on 6 combinations of document type and insuring that the appropriate results list is returned. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 7 'AUGUSTA Schedule C · The system will provide the ability to look up documents by party type. AUGUSTA will test by searching on 6 combinations of party type and insuring that the appropriate results list is returned. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to combine all the above searches. AUGUSTA will test by searching on 6 combinations of the above searches and insuring that the appropriate results list is returned. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will provide the ability to look at indexing information. AUGUSTA will test by viewing the indexing information on 3 documents. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide ability to view, print or fax the document image. , AUGUST A will test by viewing, printing and faxing 3 document images. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to view a history of all indexing and proofing changes. AUGUSTA will test by generating 3 changes at proofing and insuring that those changes are reflected on the change history screen. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 8 AUGUST A Schedule C . The system will provide the ability to pay for prints by debit card, cash or drawdown account. AUGUSTA will test by paying for 3 print and 3 faxes by debit card, cash and drawdown account. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will provide the ability to do fully relational wild card searches on text fields. AUGUSTA will test by completing "Begins With", "Ends With" and "Contains" wild card searches on each text field on the public access screen. The results list will be checked for accuracy. Richmond County Clerk's Office AUGUSTA IT Department Date Date System Administration . The system will provide the ability to set up fee calculations. AUPUST A will test by setting up at least 3 fee calculations;. Richmond County Clerk's Office AUGUSTA IT Department Date Date · The system will provide the ability to set up security by user for each system component. AUGUSTA will test by setting up security for 3 users. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will provide the ability to set up override reasons. AUGUST A will test by setting up 3 override reasons. Richmond County Clerk's Office AUGUSTA IT Department Date Date Page 9 AUGUST A Schedule C . The system will provide the ability to set up drawdown accounts. AUGUSTA will test by setting up 3 drawdown accounts. Richmond County Clerk's Office AUGUSTA IT Department Date Date . The system will provide the ability to track staff performance in each system component. AUGUSTA will test by using cashiering, scanning, indexing and proofing one document and monitoring its progress through the system via the statistics and performance screen in the administration module. Richmond County Clerk's Office AUGUSTA IT Department .' Date Date Index and Data Conversion (See Schedule" J") Business License. Alcohol License and Buildine: Permits · Acceptance criteria will be developed as part of the systems requirements phase. , \ Acceptance testing for Licenses and Permits will be performed and signed off on by Team lA, the AUGUSTA License and Inspection Office and the AUGUSTA IT Department. AUGUSTA will have fifteen days to perform acceptance testing starting on July 1, 1999. Items not approved during the testing period will be repaired and presented to AUGUSTA for approval by July 20, 1999. AUGUSTA will have 10 days to test these changes IA and AUGUSTA will re-negotiate a mutually acceptable end date for the project on any testing issues not completed by AUGUSTA within said time periods. If Augusta fails to perform acceptance testing within the time specified Augusta will pay a penalty of $200.00 per day for the time in default. Page 10 AUGUST A Schedule D Terms, Schedule and Conditions of Payments: The price for analysis, design, construction, testing, implementation and completion of acceptance shall be as described on Schedule A, due upon the following payment schedule. All payments shall be due within fifteen (30) days of receipt of invoices by AUGUSTA. The scheduled payments to be received are as follows: 1. 80% of the contracted hardware price shall be due upon delivery of a signed and executed contract. $155,137.10 + Shipping 2. 15% of the contracted software and professional service price shall be due upon delivery of a signed and executed contract.$65,073.00 3. 45% of the contracted software and professional service price shall be due upon successful completion of the Baseline ROD software installation with the completed modifications described in Schedule B.$195,219.66 4. 30% of the contracted software and professional service price shall be due upon acceptance of the ROD system as described in Schedule C.$130,146,44 5. 10% of the contracted software and professional service price shall be due upon acceptance of the License and Permit system to be determined during the systems requirements phase.$43,382.14 . 6. 20% of the contracted hardware price shall be due upon delivery and acceptance of the hardware on site to IA. $38,784.27 Terms are net 30 days and any invoices that exceed 50 days, work on the project will stop until all invoices that are not in dispute are current. Page 1 AUGUST A Schedule E AUGUSTA Responsibilities: AUGUSTA will designate one (I) or more persons per applications who shall have the duty of acting as a point of contact with personnel of IA to assure expeditious execution of the work contemplated by this Agreement. One of these persons shall be designated as the Project Manager to whom any communications relating to this Agreement may be directed. AUGUSTA shall provide such information and support as is necessary to implement the terms of this Agreement. AUGUSTA shall perform system and unit testing onsite at IA's office in Lexington, SC in a timely manner per the project plan. AUGUSTA shall purchase and install all of the following hardware and software, in a timely manner per the project plan: Q!y;, Description: SOFTWARE: I Oracle Enterprise Server for HP-UX v.8.0 W /25 Oracle Licenses 2 Additional Enterprise Backup License HARDWARE: Switches/Hubs 1 3Com LinkSwitch 1000 Page 1 AUGUST A Schedule F Team IA Responsibilities: Team IA will perform the following professional services: Project Management Team lA will assign a project manager to this project. The project manager will be responsible for managing all of the tasks assigned to Team lA, and will acquire and allocate the Team lA resources needed to complete these tasks according to the project plan. The project manager will participate in weekly project status meetings and will be the primary point of contact at Team lAfor this project. The project manager will provide input for the Project Issues log and will participate in the resolution of the issues on that log. The project manager will be responsible for keeping Team lA management informed of the status of the project. Should a conflict arise that cannot be resolved by the project team, this project manager, a representative from Team lA management, the A UGUSTA project manager, and a representative from A UGUSTA management will form an arbitration team to review and resolve the conflict. The Project Manager for Team lA shall be: Phil Canders and Steve Collins Any change in the Project Manager shall only be made with the written consent of AUGUSTA which shall not be unreasonably withheldfrom lA. Training Team lA will prepare a training plan, review that plan with AUGUSTA, and revise the plan if necessary. The training plan will define how all training will be delivered to A UGUSTA. The plan will define the content, duration and scheduling of all training. Documentation Team lA will prepare one copy of user manuals in electronic format for the cashiering, scanning, indexing, proofing, public access, and system administration software modules. Team IA will grant AUGUSTA the right to make copies of these manuals for internal use only. Installation of Software Team lA will install all application software on servers and PC workstations. All software will be loaded and tested at the Team lA office prior to delivery and installation at AUGUSTA. Integration of AUGUSTA Hardware The hardware will be configured, loaded with operating system and application software and tested at the Team lA office prior to delivery to AUGUSTA. Page 1 ~ . . '. AUGUSTA Schedule F Index Data Conversion AUGUSTA will provide Team IA with index data files in an ASCII delimitedformat provided by Team IA. Team IA will convert the EDS index data files (l986-Current) to the format required by the new system and load the data into the new system. AUGUSTA will examine the data in the new system and verify that the conversion was successful. IA will provide and install all hardware and software described on Schedule "A". Team lA will test all such hardware and software after installation in AUGUSTA. Any changes to the accepted project plan will be considered a change order. IA will review all requests with AUGUSTA and provide a timely quote for additional services. Page 2 ~ ::0 ~ o c c G') c CJ) ~ ." ... ,2, CD n .. ." Ai :::s - ::I: cE' ::r r- CD < ~ CJ) n ::r CD Q. 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I\.) 1\.)...... o O'>CO.j:>._CD.j:>..j:>._.j:>.COCOI\.)COO'>I\.)O'> (0 (O(O(O~(O(O(O~(O(O(O(O(O(O(O(O co co co co co co co co co co co co co co co :::::! :::::!:::::!:::::!~~~~~O'>~~~~~~~ W 1\.)1\.)......(oNI\.)I\.)......~I\.)I\.)......(OI\.)I\.)...... o COWO'>__CJ1CJ1......_......WO'>_O'>CJ1CO '"-. .....................coCO-..'"-........(()""'-......--C'O--............. ~ ~~~coco~~~co~~~co~~~ AUGUST A Schedule H Declaration of Insurance , " ". ~ ~ ':';!:'::":"i<!I^'~_r"'_'_'" CUIIID ASSOaAlU .lJIt;' . P. O. 1Dl:ZU1lla . . CllIJIlUA, .. . 1GJ.'7J1~. '1": _. "~TlOI AllWTAU. IIIC tar.MF it1'; ~J llI07t.fZlS ,_tSa-1I11' , , W'IISIIJMa CIMIf cc:N!AAG!S lHl!.I'OUCtEI&CII'~_IIA\II!,""l88Ui\)101H8~_A8OYllfOllTlll!I'OUCYPI!JllQD_Tft~ NIV MQIl~. ~ OR COMlI'l1ON elF AHr 00ImW:T ~ 0TH!ll1lOCUlolElrT WlTM 1IOPICT1O WHICH 1KJ8 CERIlJ!C:ATlI&.\T . ~ OR . .....yPEKJ..... Tltl! IMJUMHCIAnClAD!O tlrlNPCIUCl8&oe<:IUl!D_1ll ~1OAU. llIIlUMS. ~_CCIIOlllOIl$ Of' flUCH PCUelES.~ttIJMl186lf(7,1jH""'V'l.l.VESElHRIllUCBlll'lPMllUlllS.' .', . . , . . ' , -- Page 1 II .. \, , , ,~ AUGUST A Schedule I TltHNOLOOY ERRORS AND OMISSIONS LIABILITY PROTlCnON - CLAIMS-MADE COVERAGi SUMMARY TlllSIftuI This Coverage Summary shows the limits of coverage, deductibles and retroactive date that apply to your Technology Errors And Omis- sions Liability Protection - Claims-Made. II also lists vendors of your computer or elec- tronic products or services. If any. who are protected persons under that agreement. Umits 0' Coverage Deductibles Each en Dr limit $2,000,000 Each enDr dedllclible. $5,000 Total limit $2,000,000 Total deductible. lloNt Imporr.n Note: If none or zero is shown for the Total deductible. the total amount you'll be responsible tor within the Each error deductible is not limited. Retrolctlve Date: 03-02-98 IllIpOrtlllt Note: I f no date Is shown above. we'll coneider the retroactive date to be the same as the beginning date of your Technology Errors And Omissions Liability Protection - Claims-Made. Vendor of your cDltlputer or electronic products or services: Nlme of Insured INFORMATION ADVANTAGE, INC. Policy Nulllb" TE06802080 Effective Date 03/02/99 Proc.ssing Date 01/13/99 14:03 001 43599 Rev.4-94 Printed in U.S.A. Coverage Summary eSt.Paul Fire end Marine Insurance Co, 1994 All Rights Ruerved Page 1 012 Page 1 . " If;'. ,_ . AUGUSTA Schedule J Data Conversion and Historical Data Augusta IT will provide to IA flat ASCII output files containing data from the below listed fields. These files will be imported into the ROD application/database. The ROD application shall reflect currently used fields which are modifiable(data entry, system maintenance, etc.) and in a separate screen/screen area; the ROD application will reflect historical fields which will not be modifiable (reference only). Augusta IT and IA will mutually designate field assignments upon initial data conversion. Fields having multiple values per record will be written to a separate ASCII file which will be relational to the original record via Book/Page number. Any field not mapped to a field in the IA tables will be written to a separate "Historical" A.SCII file to be imported into a separate "Historical" table within the database, Data Conversion Confirmation and Testing Following completion of the data conversion, selected personnel from the Augusta Clerk of Superior Court Office and Augusta IT will confirm successful conversion of the data by randomly querying (3) records per system recorded year beginning with 1984 to present. Data conversion will be deemed successful and acceptable when all tested record fields reflect identical data as the corresponding fields from the originating EDS/Universe database source. Data conversion testing will be 'implemented during all phases of development to include "live" testing following final delivery of the ROD application. Upon successful testing of the final data conversion, the ROD database data will be deemed acceptable. Type & Fi e 1 d. . . . . . . , . Field. Fi e 1 d, . . . . . . , Conversi on. , Column. . . . . . . . . Output Depth & Name........, . Number Definition... code....... . Headi ng, . , , . . . . Format AssoC. . BOOK/PAGE D 0 Book/page 9R S DATE. RECORDED D 1 D2/ RECORDED 8R S INSTRUMENT D 2 Instrume.nt 4L S LOAN.AMOUNT D 3 MD2 Loan 12L S Amount DESCRIPTION D 4 DESCRIPTION 58T S SUBDIVISION D 5 SUBD 4L S PREPARER.NAME D 6 PREPARER NAME 32L S GRANTORS D 7 GRANTOR NAMES 32L M GRANTOR.PERCEN D 9 MD1 % INT, 5R S T.INTEREST GRANTEES D 10 GRANTEE NAMES 32L M GRANTEE.PERCEN D 12 MD1 % INT. 5R S T.INTEREST CLERK D 13 CLERK 4L S UPDATED D 14 02/ UPDATED 8R S TIME D 15 MTH 1ST 5 OLD. PINS D 16 OLD PINS 14R M OLD.ACRES D 17 MD4 OLD ACRES lOR S OLD. SQ. FEET D 18 MDO, OLD SQ. FEET 12R S OLD.MAP.REFERE D 19 MD2 OLD MAP 7R 5 NCE NEW. PINS D 20 NEW PINS 14R M NEW.ACRES D 21 MD4 NEW ACRES lOR S NEW. SQ. FEET D 22 MDO, NEW SQ, FEET 12R S NEW.MAP.REFERE D 23 MD2 NEW MAP 6R S NCE DATE.MAPPED D 24 D2/ MAPPED 8R S MATURITY. DATE D 25 D2/ Maturity 8R S Date DATE.MERGED.RC D 26 D2/ DATE 8R S H MERGED REVENUE. STAMPS D 27 MD2$ REVENUE 9R S .RCH STAMPS ADDITIONAL. REF D 28 ADDN'L REF 12L S ERENCE Page 1 of2 . .. ~ " ',t. .... AUGUSTA Schedule J HISTORICAL.FLA D 29 HIST 1L 5 G CANCELLED,FORE D 31 CANCELLED 1L S CLOSED FORECLOSED DATE. EXECUTED D 32 D2/ DATE 8R S EXECUTED CORRECTION.GRA D 35 CORRECTION GRAN 35L M NTOR TOR SALE. PRICE D 36 MD2 pri ce 7R S CORRECTION.GRA D 38 CORRECTION GRAN 35R M NTEE TEE GRANTOR. ROLE D 39 Role 3L M GRANTEE,ROLE D 40 Role 3L M CORRECTION,INI D 42 CORRECTION INIT 3L S TIALS IALS CORRECTION.DAT D 43 D2/ CORRECTION DATE 8R S E CORRECTION. FIE D 44 FIELD DESC 25L S LD.DESC CORRECTION.REA D 45 REASON 30L M SON MARGINAL. NOTAT D 46 NOTATION 30L M ION TIME. RECORDED D 48 MTH Time Rec 7R S CORRECTION.DAT D 49 CORRECTION DATA 65L M A CORRECTION ,TIM D 50 MTH CORRECTION TIME lOR M E FEE.CODES D 60 Fee Codes 5L M FEES FEE.AMOUNTS D 61 MD2 Fee amt 5L M FEES Page 2 of2 , . MAINTENANCE AGREEMENT WHEREAS, Team IA ("IA) and AUGUSTA, GEORGIA, (AUGUSTA) ("Customer") simultaneously herewith have executed a System Sales Agreement; and WHEREAS, Customer wishes to establish a Maintenance Agreement with IA for this System; and WHEREAS, IA endeavors to maintain this system in consideration of the costs and fees established herein, IT IS THEREFORE AGREED AS FOLLOWS: 1. Scope of Work: fA will provide Customer and Customer hereby authorizes the installation, maintenance, repair and support services for hardware and software as described in Schedule A, Customer shall compensate fA for these services pursuant to the schedule set forth in Schedules A and B. 2. Application: The following documents are attached hereto and incorporated herein by reference: Schedule A - Summary of Costs Schedule B - fA Support Advantage Maintenance Matrix Schedule C - Certificate of Insurance 3. Definitions: a) "Product(s)" shall mean all hardware and/or software products listed in Schedule A. b) "Preventive Maintenance" is maintenance furnished on a scheduled basis to keep any hardware Product in good operating condition. c) The "Principal Period of Maintenance" (PPM) is the nine-hour period from 8:00 a.m. to 5:00 p.m., Eastern Standard Time, Monday through Friday. The PPM shall not include locally observed IA holidays as specified in Schedule B. The same PPM shall apply to the entire Product. Should IA offices not be open for business during the PPM, normally after 5:00 p.m., Eastern Standard Time, the Customer is authorized to use the numeric pager number provided to the Customer's primary point of contact. d) "Product Malfunction" means, as to any Product, a verifiable material adverse deviation from the perfonnance capabilities reflected in lA's most recently published user documentation for such Product where the Product is being used in accordance with usage and environmental 'standards and specifications reflected in such documentation. On alleged software Product Malfunction, Product Malfunction is verifiable only when it can be replicated in a suitable test environment. e) "Remedial Maintenance" is maintenance required by Product Malfunctions that require service as further described in Section 4A, "Basic Maintenance Service". f) "Enhancement" means any program, any part thereof, or any material or equipment not included in the System Sales Agreement between the parties at the time its execution that is developed and accepted pursuant to the System Sales Agreement. Enhancements will generally involve any added feature or function to the System and may be separately supported, Enhancements are provided at the sole discretion of IA and may be separately priced from the System. Page 1 4, Term of Agreement and Termination for Default: Except as otherwise set forth in Schedule A, a Product shall be covered hereunder for an original Maintenance Term of one year. The Maintenance Agreement and Term shall be automatically renewed for successive terms of duration equal to 12 months unless one party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then current Maintenance Term. lA will provide the Customer with renewal costs at least sixty (60) days prior to the expiration of the present Agreement indicating the renewal cost as provided in Schedule A of this Agreement. This Agreement as a whole may be terminated by either party by written notice to the other upon, and only upon, the expiration of coverage as to all covered Products. Either party may terminate this Agreement due to the breach by the other party of any material obligation hereunder (including without limitation any obligation to make any payment hereunder) ifsuch breach remains unresolved more than ten (10) days after receipt of written notice of such breach is given to the defaulting party, or if cure of the breach is not feasible within ten (10) days from notice, substantial and continued progress is not made to cure the default. 5. Services to be provided: A. Basic Maintenance Service, Basic Maintenance Service for a Product shall include the following: 1. Software Correction. Correction of a software Product Malfunction may, at lA's sole option, consist of any of the following: (a) re-coding of the IA proprietary software, (b) installation ofa software patch, (c) a modification to the instructions or procedures for using the software, (d) replacement of the software with other software that is reasonably equivalent, or (e) other remedial action that may be reasonable and equitable to both parties. 2. Telephone Help. During the PPM, IA shall respond to telephonic questions from lA trained Customer's personnel regarding Product operation; provided, however, if the time spent by IA personnel on such telephonic assistance exceeds in any month the hourly limit set forth in Schedule A, additional time shall be charged and billed to Customer at lA's rate defmed in Schedule A for.telephone support services. lfno limit is set forth in Schedule A, the limit in any month shall be twenty (20) hours, 3. Trouble Ticket Services, IA shall provide Customer with a weekly report of all open and/or unresolved trouble tickets. The reports will include any updates to the status of all open and/or unresolved trouble tickets, Additionally, Customer may request a report for all trouble tickets for the previous calendar month at no charge to Customer. Reports will only be provided via electronic mail. B. Suoolemental Services. IA reserves the right to charge its prevailing rates on any services not specifically included in Schedules A and B, IA further reserves the right not to perfonn the following services, but ifIA shall in its sole discretion agrees to perform any of the following, lA need only to use its reasonable efforts and such services shall be deemed billable maintenance above and beyond those charges established in Schedule A: (a) specification changes requested by Customer (other than to the extent those specific tasks are included within covered maintenance), development and maintenance of Enhancements, customization of Licensed Software, Updates or Enhancements and any other services in respect of software or fmnware programming, development or data input; (b) services which, in lA's opinion, are required due to improper treatment or use or operation of the System, or attempts by other than lA's authorized personnel to repair, maintain or modify the System without lA's prior written approval or any repair of damage caused thereby; (c) support for custom- written applications, pre-release software, or non-current versions of released software not included in the System Sales Agreement; or (d) repair of damage not caused by lA, including without limitation, damage resulting from accident, transportation, neglect or misuse, vandalism, lightning, failure or fluctuation of electrical power, air conditioning or humidity control, telephone equipment or communication lines failure or interconnect equipment or causes other than ordinary use. Page 2 C. Applications Software Support IA will provide Customer support defined as follows: a, Assistance in the diagnosis and identification of those problems in IA software and third party software, which are referred to as "bug fixes". b. IA will be responsible for the IA software application problem defmition, validation, work/around, and maintaining contact with the county as to resolution status, c. Resolution of typical problems such as, basic software setup, basic usage of the product, and minor software release issues, d, IA will be provided a controlled/limited access modem and dial up line to the servers running IA products for support capabilities and more efficient problem diagnosis and troubleshooting. Failure of the customer to have remote dial-in available may result in charges being applied if an on-site resolution could have been accomplished remotely but was only necessary due to the remote dial-in capability being unavailable. e, Third Party Software I . Minor release upgrades free of charge whenever the software developer makes the offering. A minor release upgrade is any upgrade that is indicated by a change in the product numbers to the right of the decimal point in the version number, 2. Software Patches-Any product that does not perfonn as represented by the developer is considered by IA to be in need of repair. Such repairs are considered patches to the original software and will be provided to the customer without charge if made available by the developer. 3. Upgrade Installation-Product minor releases upgrade installation will be made available to customers on a time and materials basis. 4. Patch Installation-Product patch installation will be made available to customers on a time and materials basis. f. Proprietary Software I, Minor release upgrades- Minor upgrades of IA proprietary software is free whenever a minor release upgrade of a vendor's product results in the need for modification. 2. Software Patches-Any IA Proprietary written product that does not perform as represented by IA is considered to be in need of repair, Such repairs are considered patches to the original software and will be provided to the customer without charge. 3. Upgrade Installation-Custom program minor release upgrade installation will be made available to customers on a time and material basis, 4. Patch Installation-Product patch installation will be made available to the customer on a time and material basis. D, Applications Software Support Issues (Not covered) a. Enhancement and major releases of the software application shall be negotiated on a case-by-case basis and are not within the purview of this Agreement. b, IA will not be responsible when the customer uses the application beyond the scope for which it was designed. This includes the co-existence of applications and addition of peripheral devices which may affect network perfonnance, Page 3 6, Customer Responsibilities: A. Customer Responsibility, Customer has sole responsibility for Product Malfunctions caused directly or indirectly by any of the following acts, omissions, events and causes. Any services, by IA in respect of any such Product Malfunction shall be charged to Customer at lA's customary rates and such charges shall be due and payable according to the tenns and provisions under Section 4 "Services to be provided", In the event that a Product Malfunction is caused by a pre-existing Product Malfunction, IA will provide Service and/or repair damage in accordance with Section 4 "Services to be provided," I. Negligent or willful acts or omissions of the Customer, its employees or third parties. 2. Damage or destruction due to accident, casualty or other acts of God. 3, Events not under the control ofIA. 4, Modification of any Product, as listed in Schedule A, not authorized by lA, 5, Connection of any Product by mechanical or electrical means to equipment or devices not manufactured by IA or supplied by IA unless such connection has been specifically, in each instance, authorized by IA. 6. Work external to the Product. 7. Repair of damage, replacement of parts or increase in service time caused by neglect, accident or misuse by Customer, including, without limiting the generality of the foregoing, failure of electrical power or any other failure not attributable to a Product. 8. Painting or refinishing the case or exterior of any hardware Product, or furnishing material therefor. 9. Changes or perfonning services connected with relocation of any Product, or adding or removing accessories, attachments or other devices except as authorized by IA in writing. 10. Repair of damage or increase in service time caused by relocation or movement of any Product by Customer without the prior approval of IA. II. Consumable materials such as ribbons, paper magnetic tape and cleaning materials, optical platters, scanner lamps, etc. 12. Repair of damage or increase in service time caused by use of any FToduct for purposes other than that for which it is designed. 13. Additional IA service time or other costs resulting from failure by Customer to perfonn daily backup of its hard disk data For example, time spent recovering or rebuilding database indices or data, B. Environment. Customer shall provide and maintain a clean operating environment that does not exceed the rated temperature and humidity specifications for the hardware Products. 7. fA Support Contact: Doug Ward Team lA, Inc. 5060 Sunset Boulevard Suite 3 Lexington, SC 29072 Office: 803-356-7676 FAX: 803-356-4942 IA shall have full discretion of which individual shall be the Support Contact and personnel providing service under this Agreement, and shall notify Customer of any change in its support contact. Page 4 8. Customer Contact: For ROD: Keith Schoultz Augusta 530 Greene Street Annex 10 1 Augusta, Georgia 30911 706-821-2534 Shannan Long Augusta 530 Greene Street Room 503 Augusta, Georgia 30911 706-821-2460 For License Applications and Building Permits: Debbie Freeman Augusta 530 Greene Street Annex 101 Augusta, GA 30911 706-821-2532 Kathy Jackson 1815 Marvin Griffin Road ' Augusta, GA 30906 Customer shall have full discretion of which individual serves as its contact for the purposes of this Agreement. 9, Maintenance Charges and Payment A. Invoices. The Basic Annual Maintenance Charge for each Product shall be payable annually in advance on the fIrst day of the annual Maintenance Term. The Extra Shift Maintenance Charges, On-Call Service charges and all other charges hereunder shall be billed initially at the rates and as of the commencement date set forth in Schedule A. IA will invoice Customer for these additional maintenance services on a monthly basis, and payment will be due within thirty (30) days of the date of invoice. B, Change in Maintenance Charges. Prior to the commencement of a renewal term, IA shall notify Customer in writing of its maintenance charges for the ensuing renewal term. Unless Customer refuses to renew, as provided in Section 4, such charges shall become effective upon the beginning of the next renewal term. C. Late Payment. IA shall have no obligation to perform any maintenance service whatsoever with respect to any Product as to which any Maintenance charge hereunder is thirty (30) or more days past due. 10. Alterations and Attachments. Customer may make alterations or install attachments to the Products only at Customer's expense and receiving prior written authorization. Additional charges will apply for repair of damage or any increase in required maintenance attrIbutable to such alterations or attachments. If the alterations of or attachments to a Product prevent or impede IA from performing maintenance as required by this Agreement, Customer will, upon notice from IA, restore the Product to its original condition. Page 5 I I. Movement of Products. Products covered by this Agreement are not to be moved to include from one database server to another, without the prior written consent of lA, which consent will not be unreasonably withheld. IA shall have the option of adjusting its rates for services under this Agreement if any Product must be maintained in a different location than where such Product is originally installed. IA will continue to provide maintenance service on such Products provided that IA personnel shall, at lA's then current rates, supervise all packing and unpacking of the Equipment and the reinstallation of the Products at the new location. Any Products damaged in transit shall be repaired by IA personnel and charged for at lA's then-prevailing rates, No abatement in Basic Annual Maintenance Charges will be granted because Products are in transit. 12. Diagnostic Materials and Maintenance Aids. Any diagnostic materials and maintenance aids furnished by IA are for lA's use and are the property of IA and are proprietary. Customer agrees to keep such diagnostic materials and maintenance aids confidential, and to use its best efforts to prevent their unauthorized disclosure and use. Customer agrees that it wiII not make or allow to be made copies of any diagnostic materials or maintenance aids unless IA has given its prior written consent. Customer may, however, make necessary copies of diagnostic materials and maintenance aids that are installed as part of the operating systems software, subject to Customer's confidentiality obligations as set forth in the System Sales Agreement. On each and every such copy, lA's proprietary notices and legends must appear, in the same manner and fonn as they appear in the original. The existence of a copyright notice wiII not cause or be construed as causing any diagnostic material or maintenance aid to be a published, copyrighted work or to be in the public domain. 13. Limitations on Warranty. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. 14. Limitation of Damages and Remedies. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL lA'S AGGREGATE LIABILITY IN RESPECT OF THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON THE LAW OF CONTRACT OR TORT, INCLUDING NEGLIGENCE) EXCEED THE AMOUNT OF INSURANCE COVERAGE AS REFLECTED ON THE CERTIFICATE OF INSURANCE AITACHED HERETO AS SCHEDULE C" NOTWITHSTANDING ANY OTHER PROVISION OF THIS \ AGREEMENT, IN NO EVENT SHALL IA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE PERFORMANCE OF (OR FAILURE TO PERFORM) ANY SERVICE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM OF LIABILITY IS BASED UPON CONTRACT OR TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER IA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMERS SOLE REMEEDY FOR BREACH SHALL BE A REFUND OF THE MAINTENANCE PAYMENTS ALLOWABLE FOR THE PRODUCT IS FOR WHICH THE MAINTENACE WAS DEFECTIVE FOR THE PERIOD REMAINING. 15. Exclusion From Coverage. IA retains the option at all times during the existence of this Agreement to detennine that a Product can no longer be repaired economically and thereupon may exclude said Product from coverage hereunder. Upon such exclusion, Customer shall be entitled to receive a refund of the maintenance payments corresponding to the time said item was detennined to have been defective until the date IA notifies Customer that the item is so excluded and for any remaining period for which the specified product is covered. IA will, prior to the execution of this Agreement and within the renewal notification period detined in paragraph 4, above, make known to the Customer any products that are planned for coverage exclusion due to manufacturer or maker support discontinuance. Furthennore, IA will make known to the Customer any product support discontinuance notifications IA receives from manufacturers or makers of products during the tenn of this Agreement. 16. Insolvency. Either party may tenninate this Agreement as to the other party by a notice in writing to such other party should any of the following events occur: 17, Such other party makes an assignment for the benefit of creditors; or Page 6 18, Such other party admits in writing its inability to pay its debts as they mature; or 19. A trustee or receiver of such other party or of any substantial part of such other party's assets is appointed by any court and is not removed or discharged within sixty (60) days; or 20. A proceeding is instituted by or against such other party under any provision of the Federal Bankruptcy Act. 21. Non-solicitation of Employees. The Customer and lA agree they will not for a period of one year, directly or indirectly by assisting others during the tenn of this Agreement and for one (I) year from the tennination of any agreement between the parties, on their own behalf or others, solicit, or attempt to solicit divert or appropriate, or attempt to solicit, divert or appropriate, any employee of the other party, 22. Notices. Any notice, demand or other communication required by this Agreement or otherwise given in cormection herewith shall be deemed to have been properly given when it is in writing and either (i) actually received by the party to which it is directed, or (ii) sent to such party at its address listed on the signature page hereof by registered or certified (return receipt requested) U.S. mail, postage prepaid, 23. Assignments. This Agreement is not assignable. None of the licenses granted hereunder may be sublicensed, assigned or transferred by Customer without the prior written corisent of lA, which consent may be withheld by lA for any or no reason whatsoever in its sole discretion. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Agreement is void, 24, Modifications, This Agreement may not be modified or amended in whole or in part except pursuant to a writing signed by both parties, 25, Severability. The illegality, invalidity or unenforceability of any tenns or conditions herein shall not render illegal, invalid or unenforceable any other tenns or conditions herein, 26. Entire Contract, Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by its tenns and conditions. Further, Customer agrees that this Agreement, together with any other applicable agreements, certifications, amendments and supplements and any exhibits or attachments thereto, referencing this Agreement or expressly made a part hereof that are duly signed by the parties will be the complete and exclusive statement of this 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 this Agreement. 27. Force Majeure. lA shall not be in default under this Agreement because of any failure to perfonn in accordance with its tenns and conditions if such failure arises from causes beyond lA's control, including, but not restricted to, acts of God, acts of government, fires, floods, epidemics, quarantine, restrictions, strikes, embargoes, inability to secure raw materials or transportation facilities, acts or omissions of carriers, or any and all caused beyond control ofIA. 28, Governing Law. This Agreement shall be governed by the laws of the State of Georgia All claims, disputes and other matters in question between AUGUSTA and lA arising out of or relating to this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. lA, by executing this Agreement, specifically consents to venue in Richmond County and waives any right to contest jurisdiction and venue in the Superior Court of Richmond County, Georgia Page 7 Team lA, Ine, B ;r. UA6 J3c) 6 BY: Brent Yarborough BY: TITLE: President TITLE: tn~61L ~Jo);9 DATE: DATE: .3. / ~ /qer I Page 8 Augusta, Georgia Schedule A SUMMARY OF COSTS Support Advantage Price Qty: Description: SOFTWARE: IA Proprietary Software ROD Base System and Modifications 38,250 License Application Development 6,800 (Business/Alcohol) Building Permit Application Development included above 1 1 1 3rd Party Software 9,0271 54,0771 ~4,0771 I 18 Imaging Connections (Optika Imaging Software) Software Totals = Grand Total = The charges for calendar year 1999 will be prorated. Maintenance charges for each subsequent calendar year may be adjusted by an amount not to exceed any percentage increase of the Consumer Price Index, All Urban Consumers (All Items Index), as published by the U.S. Department of Labor, Bureau of Labor Statistics, during the calendar year immediately prior to the date of the increase. Page 1 of 1 Augusta-Richmond County Schedule B General Terms Feature Support Advantage Telephone assistance Primary telephone assistance is provided during (see note) standard business hours (8:00 a.m. through 5:00 p.m., Monday through Friday, holidays excluded. Assistance may be received at any point during the indicated response period. Onsite response On site response is provided during standard (see note) business hours (8:00 a,m, through 5:00 p.m" Monday through Friday, holidays excluded. All relevant access must be available to the responding service technician immediately upon arrival. Such arrangements should be made prior to the technician's leaving their departure point. Toll-free number A toll-free telephone number is provided to all Support customers. This number rings at Team lA's main office. Response prioritization Service calls are prioritized by the seriousness of the situation. Customers who have experienced total system failure receive priority. It should be noted, however, that while IA strives to respond as quickly as possible, response is only guaranteed within the response times commensurate with the purchased level of service. Urgent. , (phone) Return call less than I hour (onsite) If the call is before 1 :00 PM, the technician will be onsite the same day. * System is completely down and non-functioning If the call is after 1 :00 PM, the technician will be onsite the next morning. Serious. (phone) Return call less than I hour (onsite) If the call is before 11:00 PM, the technician will be onsite the same day. * System is functional with one or more major components experiencing failure If the call is after 11 :00 PM, the technician will be onsite the next morning. Not critical. (phone) Return Call within 2 hours (onsite) The technician will arrive the next day or later based on mutual agreement. * System is functional with minor problems Page 1 of3 ~ .. Augusta-Richmond County Schedule B Remote dial-in All customers who purchase support must provide IA a means to dial into the supported system to perfonn diagnostics and repair. This allows a technician to correctly ascertain problems before detennining the necessary corrective action. Many times the solution can be applied remotely. Failure of the customer to have remote dial-in available may result in charges being applied if an onsite resolution could have been accomplished remotely but was only necessary due to the remote dial-in capability being unavailable, Two-hour on-site response Option (only available within a SO-mile radius of IA) (see note) Holiday surcharge $175/hr (phone) (1 hr min for phone) (see note) $250/hr (onsite) (3 hr min for onsite) Designated contacts (2) Initial response calls will be made to the designated contact person placing the original service call. Should the designated contact person be unavailable at the time the response call is made, the responding support person will request the secondary contact. If the secondary contact is not available, a message will be left for the designated contact person placing the original service call. Additional contacts $150/mo each Note: Monday through Friday does not include any national or state holidays. Twenty-four hour support is Monday through Sunday with surcharges being applied for New Year Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day, Optika Imaging Software Assurance Feature Support Advant;lge Minor release upgrades All support plans provide minor release upgrades free of charge whenever the software developer makes them available. A minor release upgrade is any upgrade that is indicated by a change in the product numbers to the right of the decimal point in the version number. IA will indicate to the customer during contract negotiation which products are covered by this provision. Software patches Any product that does not perfonn as represented by the developer is considered by IA to be in need of repair. Such repairs are considered patches to the original software and will be provided to the customer without charge. Page 2 of3 .. " Augusta-Richmond County Schedule B Upgrade installation Product minor release upgrades will be made available to customers on a time and materials basis. Customers may choose to have this feature included in their plan as an option to prevent time and materials charges being made, Election of this option is only available at the beginning of any contracted period including renewals. Patch application All support plans offer patch application to the customer free of charge. Proprietary Software Feature Support Advantage Minor release upgrades This plan provides minor release upgrades to IA proprietary written software free of charge whenever a minor release upgrade of a vendor's product results in the need for modification, Software patches Any proprietary written product that does not perfonn as represented by IA is considered to be in need of repair. Such repairs are considered patches to the original software and will be provided to the customer without charge. Upgrade installation Product minor release upgrades will be made available to customers on a time and materials \ basis. Customers may choose to have this feature included in their plan as an option to prevent time and materials charges being made, Election of this option is only available at the beginning of any contracted period including renewals. Patch application All support plans offer patch application to the customer free of charge. Page 3 of3 . " AUGUST A TECHNOLOGY ERRORS AND OMISSIONS LIABILITY PROncnoN - CLAIMS-MADE COVIRAGS SUMMARY This Coverage Summary shows the limits of coverage, deductibles and retroactive date that apply to your Technology Errors And OmIs- sions Liability Protection. Claims-Made, It slso lists vendors of your computer or elec' tronic products or services. It any. who ars protected persons under that egreement. Schedule C 1lIIStRwJ U1lIits Of Coverage Each enor IIlDit $2,000.000 Total limit. $2,000.000 Deductibles Eadl enor dc_lib I.. $5,000 Tatal deductlblL NONE JmportarrI Note: If none Or zero is shown for the Total deductible. the total amount you'll be responsible for within the Each error deductible Is not limited. Retroactive Date: 03-02-98 Illlpol'tlllt Note: If no date Is shown above. we'" consider the'retroactive Oate to be the same as the beginning dete of YOLlr Technology Errors And Omissions Liability Protection - Claims-Made. Vendor of your CDftlputer or electronic prolluds or services: Nlme of Inlllled INFORMATION ADVANTAGE, INC. POlicy PokJllbar TE06802080 Itractlve Date 03/02/99 ProcesJiDg DIt8 01/B/99 14:03 001 43599 Rsv.4-94 Printed in U.S.A. Coverage Summary "St.Paul Firs snd Marine Insurance Co. 1994 All Rights R...rv.d Page 1 01 2 Page 1