HomeMy WebLinkAboutCONTRACT WITH DATA CLOUD SOLUTIONS, LLC AND AMENDMENT TO TYLER TECHNOLOGIES AUGUSTA-GA: 2018
SOFTWARE LICENSE and
RELATED PROFESSIONAL SERVICES
AGREEMENT
for
APPRAISAL TECHNOLOGY INTEGRATION
TO FACILITATE RICHMOND COUNTY'S DISCOVERY &APPRAISAL
OF REAL ESTATE AND EQUALIZATION OF VALUES
This Software License and Professional Services Agreement ("Agreement") is made as of the effective date
specified in this agreement by and between Data Cloud Solutions, LLC ("DCS") an Ohio Limited Liability
Company having a principal place of business at 4 West Main Street - Suite 908, Springfield, Ohio 45501 and
Augusta,Georgia,a political subdivision of the State of Georgia,located at 535 Telfair Street,Augusta,GA 30901
("Customer"). Collectively, DCS and Customer shall be known as the Parties.
RECITALS
WHEREAS Customer, pursuant to State law, is responsible for uniform and accurate real estate assessments
according to fair market value, and
WHEREAS Customer has the desire to acquire and implement a number of technology based resources for
improved and more cost-efficient performance of assessment demands and responsibilities,and
WHEREAS Customer has instituted a performance plan for the discovery and valuation of new construction,
scheduled appraisal updates, and on-going equalization based upon the approach of empowering in-house
resources in conjunction with its already implemented technologies (e.g., GIS) and CAMA databases without
requiring a time consuming rollout period, and
WHEREAS Customer wishes to now bring those technologies and databases into an integrated and synchronized
mobile environment for onsite property data verification and correction,new construction data collection, Board
of Equalization and appeal related property reviews, and values equalization including scheduled appraisal
updates and on-the-fly uniformity assurance efforts,and
WHEREAS DCS is engaged in the business of developing and selling CAMA Cloud"' software; including
MobileAssessorsM, and its desktop Administrative & Quality Control modules (hereinafter referred to as
"Software"),and providing services with respect to same;
WHEREAS DCS possess the expertise and the resources to perform the professional services as required to meet
the herein stated goals and requirements of Customer.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN
CONTAINED,THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
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AUGUSTA-GA: 2018
1) Term. This Agreement and the End User License Agreement("EULA") attached hereto as Exhibit"A," and
incorporated herein by reference,shall commence on September 1,2018 and end on December 31,2019.This
Agreement shall renew each subsequent year with annual hosting and support running from January 1 through
December 31 of the subsequent year until Customer provides written notice to terminate no less than 45 days
prior to an upcoming renewal term. The services hereunder shall be provided by DCS in accordance with the
following schedule:
a) Implementation: Implementation of the services shall occur between September 1, 2018 — October 15,
2018
b) Delivery of Production Software and Training:Delivery of Production Software and training shall begin
on or before October 30, 2018, unless a later date is preapproved by Customer; however, the above-
mentioned date for delivery of Production Software and training shall be contingent upon the following:
i) Customer has provided DCS with remote access to install software on a server or virtual machine with
ODBC access to the CAMA database and read/write privileges to the photo storage directories on or
before September 15, 2018. For each day after September 15, 2018 that said remote access is not
provided to DCS,the delivery dates may shift by one or more days.
c) Hosting and Services: September 1, 2018 — 11:59pm December 31, 2019 with the Agreement renewing
each subsequent calendar year unless customer provides written notice of termination no less than 45 days
prior to an upcoming renewal term.
2) Scope of Services.DCS shall provide to Customer professional services regarding the provision, set-up, and
implementation of 80,000 to 90,000,real property accounts;and training of Software on Customer hardware,
including:
a) Thirteen (13) field appraiser iPad Pro 2 LTE (or newer) machines remotely loaded with Customer's
technology-based resources including CAMA data,GIS data,and up to one street level photograph of each
parcel.
Each of the CAMA CloudsM licensed devices (13 mobile, 9 desktop) can be operated in at least one or
more combinations of the following functions(depending on final configurations,role settings,and mobile
field appraisal versus office quality control):
• Automated/Dynamic parcel visitation routing
• New construction field listing
• Updated street level photography
• Sales and market data validation
• Desktop review of properties via the admin console with streaming dashboards, Quality Control,
Tracking, and Reporting modules
• Reappraisal data verification/collection
• Market areas statistical review and delineation notation
• Land and building values equalization review
• Reappraisal valuations final field review
• Administrative monitoring of work performance with real-time management QC review,
management of field operations,live mobile application tracking, and audit trails.
• Board of Equalization field checks
b) Configuration assistance of 13 Customer supplied iPad Pro 2 LTE(or newer)mobile devices.
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AUGUSTA-GA: 2018
c) Onsite, hands-on training of Customer in the use of Software, including the field appraisal functions and
administrative management functions; however, such training shall not to exceed three (3) days in total.
Onsite training shall be conducted in the following allotment(s):
i) No more than one (1) session containing three (3) consecutive business days; however, additional
days of training can be purchased on an as-needed basis.
Any onsite training or professional services(including any excess)shall be billable by DCS to Customer on
a time and materials basis, as may be needed and only as preapproved by Customer.
d) Software as a Service (SaaS) hosting and implementation, covering all pertinent residential real property
CAMA data-field mapping(see subsection(ii)below),by DCS for the duration of licensed use by Customer.
i) Customer shall provide CAMA data, GIS shapefiles, and subject matter experts related to Customer
data, workflow, and business processes in a format and manner deemed acceptable by DCS (e.g.,
Microsoft Access database,csv's,and/or SQL export;parcel boundaries shapefile,etc.). All such data
provided by Customer shall remain the property of Customer, notwithstanding anything in this
Agreement,including Exhibit"A,"to the contrary.
ii) up to 175 read-only fields and 200 Editable Fields. Each extra read-only field would require an
additional$75 one-time fee(not recurring costs).Each extra editable field would require an additional
$300 one-time fee plus$50/field/year in additional maintenance.
e) The configuration and setup of the CAMA Cloud Synchronization Service such that data collected and
updated in the MobileAssessor application is transferred to the CAMA application.
i) Upon implementation, the CAMA Cloud Synchronization service will be configured to import data
into the WinGap application.
ii) When Customer converts its CAMA solution from WinGap to iasWorld, DCS will alter the
configuration of the CAMA Cloud Synchronization Service to import data into iasWorld at a cost not
to exceed$10,800.00 in Professional Services(see section 4)c)i)for additional annual fees).
(1) As a part of this conversion from WinGap to iasWorld,DCS will provide two(2)days of remote
webinar training on the iasWorld related MobileAssessor screens.
(2) As a part of this conversion from WinGap to iasWorld,DCS will provide the configuration of a
test environment for testing and training purposes.
(a) DCS shall host,maintain,and support the test environment for a period not to exceed 60 days
("Planned Testing Period"). Customer shall complete all iasWorld related MobileAssessor
test cases, issues reporting, change requests, and training within 30 days after DCS delivers
said test cases ("Training and Testing Phase"). DCS shall resolve issues reported within the
aforementioned 30 day period within 20 days ("Issues Resolution Phase"); and Customer
shall verify and confirm resolved issues within 10 days after DCS notifies Customer of
resolution("Verification Phase").
(i) For each day DCS doesn't resolve issues reported during the 30-day Training and Testing
Phase within the 20-day Issues Resolution Phase then one (1) additional day shall be
added to the Planned Testing Period—at no additional fee to Customer.
(ii) If Customer reports new issues outside of the 30-day Training and Testing Phase; or if
Customer doesn't verify and confirm issues resolution within a 10-day Verification
Phase,then the Planned Testing Period shall be extended for an additional 60 days at an
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AUGUSTA-GA:2018
additional fee of $1,100 - payable from Customer to DCS within 30 days of Parties
mutually agreeing to extend the Planned Testing Period.
I) Hosting, Services and Support as described in this Agreement and Exhibit "A," attached hereto in which
Customer is referred to as the "Licensee." In the event of any conflict between the provisions of this
Agreement and Exhibit"A,"the terms of this Agreement shall control.
Any professional services in excess of the amounts described in this Agreement shall be billable by DCS to
Customer on a time and materials basis, as may be needed and only as preapproved by Customer.
3) License and Professional Fees for Software and/or Hardware Services. All licensing, training, and
implementation services set forth in this Agreement shall be completed for a sum not to exceed$43,430.40
(for this Agreement's 13 mobile licenses and 9 desktop licenses configured for WinGap).
a) All payments for services properly rendered shall be due to DCS within thirty (30) days of the date
Customer receives the invoice.
i) Fifty percent(50%)of the Software License and Professional Fees shall be invoiced upon the CAMA
Cloud Synchronization Service being installed on the Customer's Server.
ii) Thirty percent (30%) of the Software License and Professional Fees shall be invoiced upon the
completion of Customer Training as referenced in section 2)c)i);i.e.,"Go-Live".
iii) Twenty percent(20%) of the Software License and Professional fees shall be invoiced upon System
Acceptance by the Customer.
iv) "System Acceptance"as used herein means the date on which all of the following events have taken
place:
(1) 30 calendar days have passed since"Go-Live".
(2) All System Requirements have been successfully completed,or arrangements have been made to
complete them at a later date. The demonstration of the delivered solution meeting all System
Requirements is the Vendor's right and responsibility. In the event that arrangements have been
made to complete some of the System Requirements at a later date,this must be with the written
approval of the Customer's Director of Information Technology and the Chief Official of the
Customer's department or office, whose operations would be impacted by the inability of the
Vendor to fully implement their software. For this implementation,the"System Requirements"
will be defined as follows:
(a) The CAMA Cloud Synchronization Service will be running as intended with correct data*
being updated to WinGap without performance issues.
(i) No more than once per 60 minutes on schedule one(1)to ten(10)times per weekday at
the sole recommendation and discretion of DCS. Reasonable efforts to meet Customer's
desired synchronization schedules will be made by DCS; but, if DCS recommendations
are not adhered to by Customer then performance issues may arise(e.g.,delay in database
transactions completing, extended synchronization intervals, skipped synchronization
schedules, and the like).
(ii) *Correct data shall be defined as: editable data fields not exceeding the quantity
referenced in section 2)d)ii)and substantially similar to those in use by other assessment
jurisdictions shall allow for Customer to modify or delete existing database records and
insert new records from MobileAssessor; and the same aforementioned Customer
modifications, deletes, and inserts are updated in WinGap in a manner not causing
WinGap to malfunction(WinGap ceases to function in the same manner that it otherwise
would have if the same record modifications were made via WinGap user interfaces).
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AUGUSTA-GA: 2018
(b) Each of the CAMA Clouds'licensed devices should be working as intended* as it relates to
the use of the MobileAssessor application. Hardware issues or connectivity issues caused by
something other than the MobileAssessor application will not be used as a reason to prevent
this requirement from being met.
(i) *Working as intended shall be defined as: Software performs in a manner consistent with
Software documentation.
(c) Customer will need to have been provided all Software documentation related to the use and
support of this application.
b) Customer may add additional licenses after the execution of this Agreement under the following
conditions:
(1) Customer requests a Purchase Order from DCS; and
(2) Customer signs the purchase authorization on the Purchase Order provided by DCS; and
(3) 100%of the additional license fees are paid within thirty(30) days of activation, in the amounts
listed below:
(a) additional mobile licenses are$1,750 each when configured for WinGap or$2,500 each when
configured for iasWorld.
(i) Customer shall incur no additional mobile license fees for mobile licenses paid for prior
to DCS beginning services referenced in section 2)e)ii).
(b) additional desktop administrative console licenses are$1,000 each.
c) Customer may add additional CAMA Clouds' modules and upgrades after the execution of this
Agreement under the following conditions:
(1) Customer requests a Purchase Order from DCS; and
(2) Customer signs the purchase authorization on the Purchase Order provided by DCS; and
(3) 100%of the additional upgrades fees are paid within thirty(30)days of activation,in the amounts
listed below:
(a) additional modules will be set at the then current rates,
(b) additional upgrades will be set at the then current rates.
d) If Customer determines that DCS is not in compliance with the terms of this Agreement, Customer may
suspend payments until DCS is in compliance with the terms and conditions of this Agreement.
i) To the extent that it does not alter the scope of this agreement, Customer may unilaterally order a
temporary stopping of the work, or delaying of the work to be performed by DCS under this
agreement.
ii) To the extent that the pricing provided by DCS is erroneous and defective, the parties may, by
agreement, correct pricing errors to reflect the intent of the parties.
iii) DCS is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other
severe and unexpected acts of nature. In any such event, the contract price and schedule shall be
equitably adjusted.
iv) Failure of DCS, which has not been remedied or waived, to perform or otherwise comply with a
material condition of this Agreement shall constitute default. Customer may terminate this
Agreement in part or in whole upon 30 days written notice to DCS pursuant to this term.
v) Full payment by Customer to DCS shall be immediately due if the parties agree that DCS was not
able to fulfill the requirements of this Agreement due to any inability of Customer to rectify any
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AUGUSTA-GA: 2018
unreasonable working environment issues,for which Customer is accountable for,that interferes with
DCS's ability to successfully complete agreed upon services.
(1) Subsection(v) above shall not be triggered by DCS without prior escalation directly by DCS to
the Chief Official of the Customer's department or office whose operations would be impacted
by the inability of DCS to fully implement Software in writing of any and all issues related to the
triggering of the clause. Such escalation in writing shall begin a 30 calendar day rectification
period to allow Customer under supervision of the Chief Official to remedy the working
environment issue(s)to the satisfaction of DCS,such satisfaction not to be unreasonably withheld.
In the event of such issue escalation, DCS shall provide a senior management representative to
liaise directly with Customer's Chief Official during the rectification period.
4) Annual Hosting and Service Fees for Software. Annual Hosting and Service Fees for which Customer shall
be responsible to pay DCS an annual sum not to exceed$16,685(for this Agreement's 13 mobile licenses and
9 desktop licenses configured for WinGap). Customer will be entitled to product Updates during the term of
this Agreement, which include releases that correct identified errors in Software(including revisions or dot
releases), and product Upgrades, which are subsequent versions of Software, and provide new or enhanced
functionality.
a) All payments for services properly rendered shall be due to DCS within thirty (30) days of the date
Customer receives the invoice.
b) Full (non pro rata) Annual Hosting and Support Fees shall begin on January 1, 2019 and the first full
annual total is due no later than January 31,2019.
i) One hundred percent(100%) of pro-rated Annual Hosting and Service Fees invoiced within 15 days
after the first day of Customer field appraisal staff receiving training as referenced in subsection 2 c)
above.Annual Hosting and Service Fees for year 2018 not to exceed$4,838.65.
c) Annual Hosting and Service Fees may increase to the then current rates if Customer adds additional
modules, switches CAMA systems, or upgrades after the execution of this Agreement as referenced in
Sections 3)b)and 3)c).
i) Annual Hosting and Service Fees shall increase by$2,990+$270 per mobile license commencing at
the end of the Planned Testing Period referenced in section 2(e).
d) There shall be no credit or refund in the one-time license fees if the quantity of mobile licenses or upgrades
is decreased at any point in the future,but the annual maintenance and support fees shall decrease by the
then applicable and respective maintenance rate(s)per removed license or upgrade,per year.
e) DCS will provide standard support services on Software products in use by Customer and will use
reasonable efforts to respond to all service inquiries within two(2)business days.However,DCS cannot
guarantee response times for those inquiries requiring substantial research or if Customer does not provide
sufficient details or reproduction steps.
i) For each software product for which Customer has purchased, Customer shall be provided with
installation,basic set-up,problem analysis,problem resolution,and preventative or corrective service
information and efforts to reproduce and correct errors identified by Customer or determine that errors
are not reproducible.
f) Any of the above Annual Hosting and Service Fees can increase or decrease based upon the then current,
applicable, and respective number of licenses or upgrades added or removed after the execution of this
Agreement, in accordance with Sections 3 and 4; or, if in the event of no upgrades then the annual
maintenance amounts may increase by an amount not to exceed three percent(3%) from one year to the
next.
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5) Expenses.DCS shall be responsible for all direct expenses of DCS with regard to its performance of its services
under this Agreement, including travel, lodging and per diem expenses,with the exception that any expenses
for support or professional services in excess of any of the above described hours/days/licenses shall be billable
by DCS to Customer on a time and materials basis,as may be needed,and only as preapproved by Customer.
6) Mutual Mediation Clause.Upon demand by either party, the parties agree to mediate any dispute, claim or
controversy arising out of or relating to this Agreement or the breach,termination,enforcement,interpretation
or validity thereof,including but not limited to the determination of the scope or applicability of this agreement
to mediate. This clause shall not prevent either party from initiating any claim or suit, but if exercised by a
party, both parties agree to stay any litigation for a reasonable time pending the mediation. If either party
chooses to exercise this right to demand mediation,then, by doing so, that party shall also consent and agree
to toll any limitations periods applicable to any claims that the other party may have against the party
demanding mediation, such that all applicable limitations periods shall be extended by the same number of
days as the period of time from when the demand for mediation was first placed into the mail or otherwise
actually communicated to the other party,until the day on which mediation is completed("Mediation Delay");
and the party demanding mediation shall waive all defenses based on statutes of limitations where litigation is
actually commenced within an amount of time from the date that the statute of limitations would have otherwise
run equal to the length of the Mediation Delay.
7) Governing Law. The laws of the State of Georgia shall govern this Agreement between Customer and DCS
with regard to its interpretation performance, and any other claims related to this Agreement.
8) Jurisdiction and Venue. All claims, disputes and other matters in question between Customer and DCS
arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. DCS, by executing this Agreement, specifically consents to jurisdiction and
venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court
of Richmond County,Georgia.
9) The terms of this Agreement supersede any and all provisions of the Georgia Prompt Pay Act.
10) Waiver. No act or omission of any party shall be construed as constituting or implying a waiver by such
party of any default hereunder or of any breach or non-observance of the provisions hereof on the part or the
other party or as a surrender of any of the rights of such party resulting therefrom,unless expressly consented
to in writing by the party waiving such right.
11) Indemnification. Except as otherwise provided in this Agreement, DCS shall indemnify and hold harmless
Customer,its Mayor,Commissioners,officers,employees,and agents from any and all claims of losses which
may result from any negligence or misconduct on the part of DCS, its agents, employees, or representatives
and shall in all ways hold Customer, its Mayor, Commissioners, officers, employees, and agents harmless
from any such claims, losses, or damages regardless of whether or not such may be caused in part by an
officer, agent, director or employee of Customer, arising out of or resulting from the performance of this
Agreement.
12) Contingency Fee. DCS warrants that no person or selling agency has been employed or retained to solicit or
secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies
maintained by DCS for the purpose of securing business and that DCS has not received any non-Customer fee
related to this Agreement without the prior written consent of Customer. For breach or violation of this
warranty, Customer shall have the right to annul this Agreement without liability or at its discretion to deduct
from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or
contingent fee.
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AUGUSTA-GA:2018
13) Confidentiality. The parties agree to hold each party's confidential information in strict confidence and to
take reasonable precautions to protect such confidential information (including, without limitation, all
precautions each party employs with respect to its own confidential information); unless disclosing-party of
confidential information authorizes disclosure in writing. Customer shall not be in breach of this Agreement,
including Exhibit"A," in the event Customer is required by law, court order or enforceable subpoena to turn
over any information, software or other data that is otherwise confidential hereunder. Provided however
Customer will give DCS written notice within twenty four hours of Customer's receipt of any request, order
or subpoena to allow DCS to seek whatever protections it deems advisable against such disclosure.
14) Severability. In the event that any one or more of the provisions contained in this Agreement shall for any
reason be held to be unenforceable, illegal or otherwise invalid in any respect under the laws governing this
Agreement or its performance, such unenforceability, illegality or invalidity shall not affect any other
provisions of this Agreement and this Agreement shall then be construed as if such unenforceable, illegal or
invalid provisions had never been contained herein.
15)Amendments.This Agreement may not be modified or changed in any respect whatsoever except by written
amendment signed by each party.
16) E-Verify. All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical
performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. §
13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta,
Georgia has registered with and is participating in a federal work authorization program. All contractors and
subcontractors must provide their E-Verify number and must be in compliance with the electronic verification
of work authorized programs operated by the United States Department of Homeland Security or any
equivalent federal work authorization program operated by the United States Department of Homeland Security
to verify information of newly hired employees,pursuant to the Immigration Reform and Control Act of 1986
(IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. §
13-10-91 and shall continue to use the federal authorization program throughout the contract term. All
contractors shall further agree that, should it employ or contract with any subcontractor(s)in connection with
the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure
from such subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance
with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially
similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of
each such verification to Augusta,Georgia at the time the subcontractor(s)is retained to perform such physical
services.
17) In accordance with Chapter 10B of the Augusta,GA. Code, Contractors agree to collect and maintain all
records necessary for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity
Program and to make such records available within a reasonable amount of time to Augusta, Georgia upon
request;such request shall not exceed more than once per six(6)months.The requirements of the Local Small
Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA.
CODE, Contractors shall report to Augusta, Georgia the total dollars paid to each subcontractor, vendor, or
other business on each contract, and shall provide such payment affidavits, regarding payment to
subcontractors,if any,as required by Augusta,Georgia. Such utilization reports shall be in the format specified
by the Director of Minority and Small Business Opportunities,and shall be submitted at such times as required
by Augusta,Georgia. Required forms can be found at www.augustaga.gov. If you need assistance completing
a form or filing information, please contact the Local Small Business Opportunity Program Office at (706)-
821-2406. Failure to provide such reports within a reasonable time period specified by Augusta,Georgia shall
entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding
payment from the contractor and/or collecting liquidated damages.
18) Designated Representative. Any notice that must be given under the present Agreement must be
communicated in writing at the following addresses:
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Al TitJSi'A-( A: 20118
Person in charge of this project who will be available, knowledgeable, and authorized to execute
binding agreements on behalf of DCS or Customer:
For DC'S: Daniel T. Anderson * For Customer: Hardie Davis, Jr., Mayor**
F-mail: dandeson,a datacloudsolutions.net * Office of the Mayor
PC) Box 2194 535 Telfair Street, Suite 200
Springfield, OH 45501 Augusta, Georgia 30901
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19) Entire Agreement, The present Agreement. attached Exhibits, and/or Purchase Orders constitutes the full
and complete understanding and agreement of DCS and Customer(and Software Licensee)and supersedes all
prior negotiations. understandings and agreements pertaining to the subject matter of this Agreement. This
Agreement may he supplemented by one or more Purchase Orders, which will be deemed to be part of this
Agreement when signed by each party.
THE PARTIES HEREBY AGREE TO ALL OF THE ABOVE TERMS AND HAVE EXECUTED THIS
AGREEMENT BY A DULY AUTHORIZED REPRESENTATIVE.
EFFECTIVE DATE:
ACCEPTED BY: ACCEPTED BY:
Data Cloud Solutions, LIC (DCS) Augusta,Georgia(Customer)
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Anderson
The undersigned Board secretary and/or custodian of records hereby certifies that the
above and foregoing SOFTWARE LICENSE AND RELATED PROFESSIONAL
SERVICES AGREEMENT FOR APPRAISAL TECHNOLOGY INTEGRATION TO
FACILITATE AUGUSTA, GEORGIA'S DISCOVERY & APPRAISAL OF REAL
ESTATE AND EQUALIZATION OF VALUES, was approved by the Augusta, Georgia
Commission on
Lena J. Bonnet. Clerk of Commission.
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AUGUSTA-GA: 2018
EXHIBIT A
End User License Agreement
DEFINITIONS. representatives of each party prior to taking effect. Each
1.1 "Purchase Order" has the meaning set forth in executed Purchase Order shall be attached hereto and
Section 2. incorporated herein as Purchase Order 1,2,et seq.
1.2 "Floating User" means the number of 3 LICENSE.
undesignated concurrent users specified in any Purchase 3.1 Grant of License. Subject to the terms of this
Order who may simultaneously access and use the Agreement and any applicable Purchase Order,DCS hereby
Licensed Software,subject to the license granted herein. grants to Licensee a non-exclusive, non-transferable, non-
1.3 "Named User" means the number of users sublicenseable,restricted license to use the Licensed Software
specified in any Purchase Order who are employees or for internal purposes only, for the specific business purposes
authorized contractors of Licensee and specifically and Business Unit(if applicable),and during the license term
designated to use the Licensed Software, subject to the specified in a Purchase Order (the "License"). The License
license granted herein. permits employees and authorized users of Licensee to use the
Licensed Software, subject to the number of Floating Users
1.4 "Licensed Software" means the proprietary and/or Named Users specified in the Purchase Order.
software of Data Cloud Solutions, LLC (in object code
format only) and related documentation that is identified 3.2 Prohibited Uses. Licensee may not(i)transfer all
in any mutually agreed upon Purchase Order or or any portion of the Licensed Software to a different
Agreement. computer configuration or permit use by third parties or other
functionally independent business units affiliated with
1.5 "Business Unit" means the specific county Licensee or affiliates of Licensee, (ii) reinstall or use the
division or operations unit identified in a Purchase Order Licensed Software or documentation following the expiration
for which Licensee is authorized to use the Licensed or termination of this Agreement unless it enters into an
Software. additional license agreement with DCS, (iii) attempt to
1.6 "Intellectual Property Rights"means any and all circumvent any technical devices of the License Software that
rights,whether or not registered,that may exist from time are directed at,or have the effect of,enforcing the terms of this
Agreement, (iv)make copies of the Licensed Software other
to time in this or any other jurisdiction under patent law, than for backup, training, testing or other internal support
copyright law,moral rights law,publicity rights law,trade reasons, or (v) modify, create derivative works, translate,
secret law,trademark law,unfair competition law or other decompile or create or attempt to create, by reverse
similar protections. engineering or otherwise,the source code from the object code
2 PURCHASE ORDERS. supplied to Licensee. Licensee may not remove, modify or
2.1 Licensee may issue to Data Cloud Solutions, obscure any copyright, trade secret, confidentiality,
LLC ("DCS") written Purchase Orders identifying the trademark,service mark or other proprietary rights,notice or
Licensed Software(as defined below)and services Licensee legend on any copy of the Licensed Software, the media on
desires to obtain from DCS(the"Purchase Orders)"). Such which it is contained,or related data,documentation or other
Purchase Orders shall be consistent with the terms and materials. Licensee may not market,sell,lend,rent,lease,or
conditions of this Agreement. It is the parties'intent that the otherwise distribute the Licensed Software. Except as
initial version of each Purchase Order shall be generated by otherwise expressly provided herein,Licensee may not assign,
sublicense or otherwise transfer any rights in or to the
DCS. DCS shall accept any mutually agreeable Purchase
Orders or alterations thereto which do not establish new or Licensed Software.The Licensed Software shall not be used
conflicting terms and conditions from those set forth in this under any circumstance whatsoever directly or indirectly in a
Agreement and the exhibit(s)attached hereto or entered into computer service business or service bureau or in a rental or
pursuant to the terms of this Agreement. In the event of a commercial timesharing arrangement.
conflict between the terms of this Agreement and a Purchase
Order,the applicable terms of this Agreement shall prevail 3.3 Designated Hardware. Licensee agrees to
over the conflicting terms of such Purchase Order. DCS operate the Licensed Software on hardware meeting or
may reject a Purchase Order that does not meet the exceeding the requirements as specified in a Purchase Order
conditions described above by promptly providing to or this Agreement or otherwise recommended by DCS.
Licensee a written explanation of the reasons for such Licensee acknowledges and agrees that the License is
rejection. In order to be valid,all Purchase Orders submitted restricted to county/Customer operations only, and that the
by Licensee must be substantially in the form of Purchase Licensed Software may not be installed on hardware not
Order attached hereto and shall be executed by authorized owned and operated by Licensee.
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AUGUSTA-GA: 2018
3.4 Database. Licensee agrees that the database basis and the failure to pay any fees related thereto greater than
created by DCS and its architecture are key components sixty(60)days shall permit DCS to deny Licensee-without
of Software that is also being licensed concurrently with notice - access to those aspects of the Software until full
this Agreement. The database may be subject to copyright payment for all amounts owing are paid in full.
protection by DCS. Licensee acknowledges that any
alteration of the database—even in the case of changing 6 PROPRIETARY RIGHTS AND
data that may be owned by Licensee—that is performed CONFIDENTIALITY.
by software that is not the Licensed Software and/or by an 6.1 Licensee understands and agrees that the
agent that is not associated with DCS is inconsistent with Licensed Software,related data,documentation,and all other
the License granted under this Agreement and may cause information and materials provided by DCS to Licensee(the
the Licensed Software to malfunction or affect the "Proprietary Information")are confidential and that DCS has
integrity of the data in the database, and that DCS can no and will have exclusive Intellectual Property Rights in such
longer warrant the accuracy of the data or the database. Proprietary Information. Notwithstanding the foregoing,DCS
Licensee shall not permit any third party or third party understands and agrees that Licensee is a political subdivision
software product to access the database except with the of the State of Georgia, and is subject to the Georgia Open
prior written consent of DCS. Records Act. DCS further understands that information which
DCS considers or treats as confidential may be made public or
SERVICES. disclosed to members of the public, if such disclosure is
4.1 Professional Services. DCS shall provide required by law.
professional services("Services")as described in Purchase
Orders to assist with data conversion, system 6.2 Licensee acknowledges and agrees that no title or
implementation and configuration, customization, and ownership of the Licensed Software or any of DCS's
installation,or in connection with other activities as may be Intellectual Property Rights is transferred to Licensee by
described in Purchase Orders. Subject to the mutual this Agreement and that the Licensed Software and all
agreement of the parties in a Purchase Order or this Intellectual Property Rights are and will remain the
Agreement, DCS personnel will perform these Services at exclusive property of DCS. Except as otherwise expressly
the rate and charges set forth in such Purchase Order;plus set forth in any Purchase Order or this Agreement, DCS
applicable travel,meal and lodging expenses ifpreapproved shall own all right, title, and interest in and to all
by Customer. Deliverables that are written or created by DCS personnel
alone or jointly with Licensee or third parties in connection
4.2 Maintenance and Support Services. DCS shall with this Agreement. "Deliverable" shall mean any work
provide maintenance and support services product, software, co-development, analysis, or other
("Maintenance") as described in Purchase Orders or this deliverable(s)produced for or delivered to Licensee under
Agreement to maintain the Licensed Software and to this Agreement in connection with a Purchase Order.
provide technical support,Licensed Software updates,and
other services as described in Purchase Orders or this 6.3 Licensee agrees not to make any claim or
Agreement. Unless otherwise set forth in an applicable representation of ownership of any of the Licensed Software
Purchase Order,support calls for service will be provided and all related data, documentation and other materials,
during normal business hours,and will be responded to in including any Deliverables. Subject only to the rights
a maximum of 1 day for standard inquiries and 3 hours for expressly granted to Licensee under this Agreement according
emergency inquiries from the time the call was placed or to the non-exclusive License herein,all rights,title and interest
3 hours for premium support services (if purchased); or in and to the Licensed Software including without limitation
otherwise resolved as soon as reasonably possible as the Proprietary Rights will remain with and belong
defined within this Agreement. Licensee understands and exclusively to DCS.This is a software license agreement and
agrees that if Licensee discontinues and then resumes the not an agreement for the sale of the Licensed Software.
use of Maintenance,Licensee will be required to pay DCS
the entire Annual Maintenance and Support Services Fees 6.4 Except as required or prohibited by law,Licensee
for the period of discontinuance, plus any Maintenance agrees to keep all Licensed Software (including all related
Services then commencing. data, documentation and other materials) and other
confidential information of DCS confidential and agrees not
5 FEES AND EXPENSES. to sell,assign,distribute or disclose any Licensed Software or
5.1 In consideration for the License and the any portion of the Licensed Software to any other person or
Services and Maintenance to be provided by DCS,Licensee entity. Licensee agrees to advise its employees, agents and
shall pay the fees as indicated in the applicable Purchase consultants of the confidential and proprietary nature of the
Order. Licensee will pay these fees within thirty(30)days Licensed Software(including all related data,documentation
of the date of the invoice,unless otherwise stipulated in the and other materials) and of the restrictions imposed by this
Purchase Order or this Agreement. Thereafter,all past due Agreement, and agrees to confine access to Licensee's
balances shall accrue interest at the rate of 1%per month. employees, agents and consultants solely on a need-to-know
Licensee agrees that the SaaS CAMA CloudsM applications basis, subject to all restrictions imposed by this Agreement.
are available only through a rental time-based subscription
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Except as required or prohibited by law,demonstrating the of any such claim;(ii)gives DCS full authority and control of
capability of the system to competing property assessment the settlement and defense of the claim;(iv)has not made any
jurisdictions, competing vendors, and/or competing admission or offer to settle and(iv)fully cooperates with DCS
agents/consultants shall be a disclosure of the Licensed in the defense of such claims, including providing adequate
Software that constitutes a material breach of this assistance and information. DCS shall keep Licensee
Agreement. informed of,and consult with Licensee in connection with the
progress of such litigation or settlement. DCS may not settle
6.5 DCS agrees to keep confidential all of any Claim unless it unconditionally releases Licensee of all
Licensee's confidential information, and agrees not to sell, liability.The indemnity provided hereunder shall not apply to
assign, distribute or disclose any such confidential amounts paid in settlement of any claim if such settlement is
information to any other person or entity. DCS agrees to made without DCS's prior written consent.
advise its employees, agents, and consultants of the
confidential and proprietary nature of such confidential 7.2 This indemnity does not apply to,and DCS will
information and of the restrictions imposed by this have no obligation to Licensee for, any infringement claim
Agreement, and agrees to confine access to DCS's that arises from:(i)any modification to the Licensed Software
employees,agents and consultants solely on a need-to-know by anyone other than DCS unless approved in writing by DCS;
basis,subject to all restrictions imposed by this Agreement (ii) modifications made by DCS at Licensee's request in
and by law. compliance with Licensee's design, specifications or
instructions; (iii)use of the Licensed Software other than as
6.6 The provisions of this Section 6 apply to the specified in this Agreement or in the applicable
Licensed Software as originally delivered by DCS and as documentation; (iv) use of the Licensed Software in
modified or otherwise enhanced and to any data, conjunction with third-party software,hardware or data other
documentation, other materials and information regarding than that with which the Licensed Software is specifically
the Licensed Software that has been given to Licensee prior designed to be used, solely as expressly specified in the
to the Effective Date, and apply to Licensee and to all documentation or this Agreement,or(v)use of a prior version
employees,agents,consultants and affiliates of Licensee. of the Licensed Software,if the infringement claim could have
been avoided by the use of the current version of the Licensed
6.7 To the extent that Licensee is authorized by law Software.
to do so, Licensee agrees to assist DCS in stopping and
preventing any possession or use of the Licensed Software 7.3 If an infringement claim arises, or in DCS's
(including all related data, documentation and other reasonable opinion is likely to arise, DCS may at its own
materials) by any person or entity not authorized by this expense and in its own discretion obtain for Licensee the right
Agreement to have such possession or use, and will to continue using the Licensed Software,modify the Licensed
cooperate with DCS in any litigation that DCS determines is Software to make it non-infringing, or substitute other
reasonably necessary to protect the Proprietary Rights. Licensed Software of substantially similar capability and
functionality. If none of these options are reasonably available
6.8 The parties agree that any breach of the to DCS, DCS may terminate the License for the infringing
provisions of this Section 6 will cause substantial damages, Licensed Software and refund to Licensee the License fee paid
that the amount of such damages is difficult to determine for the infringing Licensed Software,less a reasonable charge
with precision, and that any remedies at law for such a for Licensee's use of the Licensed Software prior to such
breach will entitle the owner of the confidential information termination. THIS SECTION 7 STATES THE ENTIRE
or Proprietary Information as the case may be,in addition to OBLIGATION OF DCS AND THE EXCLUSIVE
any other remedies it may have,to temporary and permanent REMEDIES OF LICENSEE WITH RESPECT TO ANY
injunctive and other relief,without the necessity of posting CLAIMS OF INFRINGEMENT OR INTELECTUAL
bond or proving actual damages. DCS further agrees that, PROPERTY RIGHTS VIOLATIONS.
to the extent that any disclosure of information is required
by law, or the concealing of information is prohibited by 8 WARRANTY AND LIMITATION OF
law,including information of any type considered under this LIABILITY.
Agreement to be confidential,DCS shall not be entitled to 8.1 DCS warrants that as of the Effective Date of this
any damages or other legal or equitable relief whatsoever. Agreement,(i)it has the authority to grant the License under
this Agreement to Licensee; (ii) any Services provided
7 INDEMNITY. under this Agreement and any Purchase Orders will be
7.1 DCS will indemnify and defend Licensee, at performed in a professional and workmanlike manner; and
DCS's expense,against any claim or any action brought,and (iii)the Licensed Software will conform substantially to its
will pay any and all costs,liabilities,expenses,settlements, documentation for thirty (30) days from go-live delivery.
or judgments finally awarded in favor of a third party against Licensee's sole remedy for a breach of the express
Licensee,based upon any claim that the Licensed Software warranties in this section shall be repair or replacement of
infringes any valid U.S. patent, copyright or trade secret,
provided that Licensee: (i)promptly notifies DCS in writing
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the Licensed Software or reperformance of any applicable 10.1 Except for Customer's obligation to pay DCS,
Services within a reasonable time. Neither party will be liable for any failure to comply with or
delay in performance of this Agreement where failure or delay
8.2.DCS MAKES NO WARRANTIES OF FITNESS FOR is caused by or results from any events beyond its control,
A PARTICULAR PURPOSE. DCS DOES NOT including but not limited to,fire,flood,earthquake,accident,
WARRANT THAT THE PRODUCT WILL OPERATE civil disturbances, acts of any governmental entity, war,
WITHOUT INTERRUPTION OR BE ERROR FREE. shortages, embargoes, strikes (other than those occurring in
EXCEPT AS EXPRESSLY PROVIDED IN THIS the workforce of the party claiming relief,or the workforces
AGREEMENT OR ANY APPLICABLE PURCHASE of its subcontractors),transportation delays,or acts of God.
ORDER, DCS HAS NO DUTY TO UPDATE,
MAINTAIN OR PROVIDE ANY ENHANCEMENTS 10.2 This Agreement will inure to the benefit of and
FOR THE LICENSED SOFTWARE. be binding upon the parties and their respective successors and
permitted assigns; provided however, that (i) Licensee may
9 TERM AND TERMINATION. not assign or otherwise transfer this Agreement or any of its
9.1. The term of this Agreement shall begin on the rights and/or obligations hereunder without the prior written
Effective Date and continue in effect until terminated as consent of DCS,and(ii)DCS may only transfer or assign its
provided herein or otherwise stipulated in the Agreement. rights and obligations under this Agreement to an affiliate,in
In the event that either party fails at any time to comply connection with a merger or acquisition or in connection with
with any of its obligations under this Agreement and fails a corporate reorganization.
to cure such breach within thirty(30) calendar days after
the giving of a written notice of breach that describes in 10.3 No delay, omission or failure to exercise any
reasonable detail the alleged breach, the other party may right or remedy under this Agreement will be deemed to be a
terminate this Agreement effective on the 31"day after the waiver of such right or remedy or acquiescence to the event
original written notice of breach unless some interim giving rise to such right or remedy,but every such right and
arrangement has been reached between the parties during remedy may be exercised from time to time and so often as
the 30-day cure period. If Licensee breaches any may be deemed expedient by the party exercising such right
provision of Section 3 or Section 6, DCS may terminate or remedy.
this Agreement immediately upon written notice to
Licensee. Upon termination,Licensee shall immediately 10.4 DCS and Licensee are independent contractors
destroy all copies of the Licensed Software,and certify to with respect to one another under this Agreement,and neither
DCS that it has retained no copies of the Licensed one is a partner, joint venture, employee, agent or legal
Software. Upon termination,regardless of the reason for representative of the other for any purpose.
termination, Licensee shall pay DCS all undisputed Fees
or expenses then due or incurred up to the time of 10.5 This Agreement will be governed by and
termination. The rights and responsibilities of the parties construed in accordance with the laws of the United States and
pursuant to paragraphs 3.2, 5, 6, 8.2, 8.3, and paragraph the State of Georgia, without respect to conflict of laws
10 shall survive the expiration or termination of this principles. The parties agree that the United Nations
Agreement. Convention on Contracts for the International Sale of Goods
(1980) is specifically excluded from application to this
9.2 NON-APPROPRIATION. DCS acknowledges Agreement. For all disputes arising out of this Agreement,
that Licensee is a governmental entity and the contract venue shall lie exclusively in the State or Superior Courts of
validity is based upon the availability of public funding Macon-Bibb County,Georgia,or in the United States District
under the authority of its statutory mandate. In the event Court for the Middle District of Georgia,Macon Division.
that public funds are not appropriated for the performance
of Licensee's obligations under this Agreement,then this 10.6 If any provision of this Agreement or compliance
Agreement shall automatically expire without penalty to by any of the parties with any provision of this Agreement
Licensee thirty (30) days after written notice to DCS of constitutes a violation of any law, or is or becomes
the non-appropriation of public funds. It is expressly unenforceable or void,then such provision,to the extent only
agreed that Licensee shall not activate this non- that it is in violation of law,unenforceable or void, shall be
appropriation provision for its convenience or to deemed modified as necessary so that it is no longer in
circumvent the requirements of this Agreement,but only violation of law, unenforceable or void, and such provision
as an emergency fiscal measure during a substantial fiscal will be enforced to the fullest extent permitted by law. If such
crisis, which affects generally its governmental modification is not possible,such provision,to the extent that
operations. Any services performed by DCS prior to its it is in violation of law,unenforceable or void,shall be deemed
receipt of notice of the Licensee's intent to terminate this severed from the remaining provisions of this Agreement,
Agreement in accordance with this paragraph shall which provisions will remain in full force and effect.
nonetheless be paid to DCS,including all non-refundable
amounts. 10.7 In the event that any provision of this Agreement is
held to be illegal, invalid or unenforceable,under present or
MISCELLANEOUS.
13
AUGUSTA-GA: 2018
future laws, then(i) such provision will be fully severable
and this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision were not a part
hereof,(ii)the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by
such illegal, invalid or unenforceable provision or by its
severance from this Agreement,and(iii)there will be added
automatically as a part of this Agreement a provision similar
in terms to such illegal, invalid or unenforceable provision
as may be possible and still be legal,valid and enforceable.
10.8 This Agreement will be a public document and
will be subject to disclosure under the Open Records Act.
Subject to the confidentiality restrictions set forth in
Section 6 above and applicable law,the parties may create
and distribute media releases, public announcements, or
make public disclosures regarding the existence of the
Agreement and such releases, announcements and
disclosures may include the name trademark or logo of
either of the parties, and be posted on the parties
respective web sites. Any media release or public
announcement by Licensee regarding this Agreement
shall be subject to prior approval by DCS. DCS may
disclose Licensee's name on a list of customers.
10.9 This Agreement will become effective only upon
execution of this Agreement by an authorized officer of
DCS and Licensee.
10.10 Any notice or communication required or
permitted to be given hereunder may be delivered by
hand, deposited with an overnight courier, sent by
confirmed facsimile, or mailed by registered or certified
mail, return receipt requested, postage prepaid, in each
case to the address of the receiving party indicated below,
or at such other address as may hereafter by furnished in
writing by either party hereto to the other. Such notice
will be deemed to have been given as of(i)the date it is
delivered in the case of delivery by hand or overnight
delivery,(ii)on the date of facsimile if sent by confirmed
facsimile,and(iii)three(3)days after deposit in the mail
in the case of certified mail delivery.Copies of all notices
to DCS shall be sent to: Data Cloud Solutions, LLC, 4
West Main Street,Suite 908,Springfield,OH 45502;and,
Data Cloud Solutions, LLC, PO Box 2194, Springfield,
OH 45501; and a PDF copy to
records@datacloudsolutions.net
10.11 The Uniform Computer Information
Transactions Act does not apply to this Agreement.
10.12 This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same
instrument. Such counterparts may be sent via facsimile
or in PDF format via email.
14
RICHMOND-GA: 2018
15
••: •41It tyler
•
AMENDMENT
This amendment("Amendment") is effective as of the date of signature of the last party to sign as
indicated below("Effective Date"), by and between Tyler Technologies, Inc. ("Tyler"), a Delaware
corporation with offices at 5519 53"d Street, Lubbock,TX 79414,and Augusta,Georgia, located at 535
Telfair Street,Augusta, GA 30901("Client").
WHEREAS,Tyler and Client are parties to an agreement titled License and Services Agreement effective
June 29,2017("Agreement"), under which Client acquired the right to use the software described
therein as well as related professional services and maintenance and support;and
WHEREAS, Client desires to remove software and services from the Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
herein,Tyler and Client hereby agree as follows:
1. The following software and associated Software License fee are hereby removed from Exhibit A.
Investment Summary,of the Agreement:
Software License:
iasWorld Field MobileTM $33,780
2. The following Implementation Services and associated professional services fee are hereby
removed from Exhibit A, Investment Summary,of the Agreement:
Implementation Services
Field Mobile $32,260
3. Year 1 Maintenance and Support Fees as listed in Exhibit A. Investment Summary,of the
Agreement is hereby removed in its entirety and replaced by the following in lieu thereof:
Year 1 Maintenance and Support Fees:
• Tax Software($93,650.00)—includes iasWorld Tax; Delinquent Tax; Financial Accounting
• Assessor Software($106,540)—Includes iasWorld CAMA; Personal Property; Public Access;
SmartFile.
4. The parties agree that the following is added to Data Conversion Specifications, Phase 6 of
Exhibit C, Statement of Work:
• Tyler will provide Client with the data mapping of essential fields in Client's legacy system to
where the data will be populated in the iasWorld database for consumption by Mobile
Assessor. Client acknowledges and agrees that it is the Client's responsibility to provide the
1
mapping to Data Cloud Solutions. Data Cloud Solutions will independently interface Mobile
Assessor with iasWorld.
S. This Amendment shall be governed by and construed in accordance with the terms and
conditions of the Agreement.
6. All terms and conditions of the Agreement not herein amended remain in full force and effect.
IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this
amendment hereunto executed this Amendment effective as of the date last set forth below.
Tyler Technologies, Inc. Augusta County, Georgia
By:___ch_ 140 By: -itit".4/.., l'- :;)
Name: Gus Tenhundfeld $1208 Name: f-t AA D) ,Illi-v'i. 5, -52-
Title:
-Title: Inside Sales Manager Title: :. , .. ..,..,.. .7.,7
Date: 8/9/2018 Date" ///./Z /i :►0Vle : /4;
If4. ffi� �'" z
i a. ern,. z * ' I 3e it 0 .
d CI
p t Q �cq I i #' s
'* 1 t
2