HomeMy WebLinkAboutNovus ContractRESOLUTION No. 4493
A RESGLUTION GF THE CITY CGUNCIL 4F THE CITY GF AUBURN, WASHfNGT~N, AUTHORIZING THE MAYOR AND
CITY CLERK TG EXECUTE AN AGREEMENT BETWEEN THE
CITY GF AUBURN AND VPCIINOVUS SCLUTIGNS FGR
PURCHASE, INSTALLATIaN, AND TRAINING GN, NGVUS
AGENDA MANAGEMENT SOFTWARE
WHEREAS, Information Services and the City Clerk's office have been
researching ways #o improve the quality and efficiency of creating, distributing
and storing Council and Committee agendas and minutes that would
seamlessly integrate with our document management system, Laserfiche; and
WHEREAS, each Council committee currently has its own procedure for
creating and storing agendas and minutes. This decentralized process can
create discrepancies between versions of documents submitted to each of the
committees and to the full Council; and
WHEREAS, staff recommends a system wherein a single document is
updated through the committee process so that the final Council version is
consistent and updated; and
WHEREAS, staff conducted a competitive selection process, evaluating
four products and, after review, it was determined that Novus Agenda
Manager had the most features and provided the best efficiencies for our
agenda process.
NGW, THEREFGRE, THE CITY CGUNCIL OF THE CITY OF
AUBURN, KING CGUNTY, WASHINGTON, HEREBY RESGLVES as follows:
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to negotiate an Agreement in an amount not to exceed
Resolution No. 4493
May 28, 2009 Page 1 of 2
Forty Thousand Dollars and no110o x$40,000,00} between the City of Auburn
and VPCIINovus Solutions for the purchase, installation, first year's licensing
fee, and training on, Novus agenda management software. The Mayor and City
Clerk are further authorized to execute such agreement as negotiated with
budgetary and scoping parameters.
Section Z. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day of ~ , 2009.
4F AU RN
PETE , LEW1S
MAYS R
ATTEST:
Da 'Ile E. Daskam, City Clerk
APP ~~3VE 0 FAR
D niel B, 'd, City Attorne
Resolution No, 4493 May z$, zao9
Page 2 of Z
c~TY of
Peter B. Lewis, Mayor t
VAS H INGT4N 25 West Main Street ~ Auburn WA 98001-4998 * www.auburnwa.gov ~ 253-931-3000
STATE 4F WASH#NGTGN }
}ss.
CGUNTIES OF KING AND PIERCE }
I, Danielle Daskam, the duly appointed, qualified City Clerk of the City of
Auburn, a Municipal Corporation and Code City, situate in the counties of King and
Pierce, State of Washington, do hereby certify that the foregoing is a full, true and
correct copy of Resolution No. 4493 of the resolutions of the City of Auburn,
entitled "RESGLUTIGN NG. 4493."
I certify that said Resolution No. 4493 was duly passed by the Council and
approved by the Mayor of the said City of Auburn on the 1 st day of June, 2999.
Witness my hand and the seal of the City of Auburn this 4th day of June, 2~~9.
Da ' le Daskam, City Clerk
City of Auburn
e 1 I~ 1 1 V~ I A A (1T1 ~ TLS A I~ T ~l~lT T T A A A f~ T ~ TT' T1
1-LV V ~~r IVLVI~L f 1 IPUN 1UU IJVl1A%,JII EU
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SGFT~IVARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this "Agreement"} is made and entered into by
and between INOBBAR, L.L.C., a Florida limited liability company doing business as NOVi1SOLUTIONS
~"Licensor"}, and the City of Auburn, a Washington Municipal Corporation ("Licensee"). The term
"Licensee" shall also include Licensee's operating subsidiaries and divisions, if any,
RECITALS
WHEREAS, Licensor is the owner of that certain software program called NOVUSOLUTIONS
the "NUVUSGLUTIGNS Software"} designed to enable Licensor's customers to manage the design and
content of Web pages that are published to one or more Internet sites;
WHEREAS, the NOVUSOLUTIONS Software has been previously demonstrated to and
accepted by Licensee; and
WHEREAS, Licensor desires to grant the licenses provided herein, and Licensee desires to
license and use the NOVUSOLUTIONS Software and any future enhancements of the
NOVUSOLUTIONS Software on the terms and conditions specified herein;
NOW, THEREFORE, based on the foregoing recitals and for and in consideration of the mutual
obligations of the parties set forth in this Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows:
1. Definitions. As used herein, the following terms shall have the respective meanings set forth below:
1.1 "NOV~USOLUTIONS Software" shall mean any versions including the current version)
or any components of the NOVUSOLUTIONS software program in usable form and any Corrections, Updates
and New Versions of such software furnished to Licensee. The term "NOVUSOLUTIONS Software" shall
also include input and output formats, associated data structures and databases, graphical elements, narrative descriptions and operating instructions.
l.2 "Corrections" sha11 mean any subsequent, commercially released versions of the
NOVUSOLUTIONS Software that Licensor, in its sole and absolute discretion, has released.
1.3 "Effective Date" shall mean the date set forth below next to the signature blocks of this Agreement.
l.4 "End User" shall mean a person employed by Licensee or engaged by Licensee as an
independent contractor to provide services to Licensee, or an entity or group of entities which are directly or
indirectly wholly-owned by Licensee, who or which uses Workstations on which are installed any component of the NOVUSOLUTIONS Software, but who or which does not have the right to copy,
reproduce, sell,
distxibute or sublicense the NOVUSOLUTIONS Software or utilize the NOVUSOLUTIONS Software in any
manner except in furtherance of Licensee's business.
1.5 "IP Rights" shall mean all intellectual property rights, including, without limitation,
copyrights, patent rights, trade secrets, trademarks, service marks, trade dress and other similar property rights.
l.b "New Versions" or "Updates" shall mean any subsequent, commercially released versions
of the NOVUSOLUTIONS Software that Licensor, in its sole and absolute discretion, has released.
1.7 "Technical Support" shall mean the service provided that isolates an operational error or bug to a component level of the NOVUSOLUTIONS Software (provided such error or bug is reproducible
by
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Page 1 of 15
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Licensee andlor Licensor and is not due to a malfunction in any other software or hardware} and, in such ease,
the use of commercially reasonable efforts to provide an error or bug correction or a circumvention.
1.8 "Workstation" shall mean any central processing unit awned by or leased to Licensee for Licensee's own use on which Licensee may use a copy of any component of the NOVUSOLUTIONS
Software.
2. Grant of Licenses, Training and Support.
2.1 License to Licensee. Subject to the terms, conditions and restrictions set forth herein, Licensor hereby grants to Licensee for the term of this Agreement under any and all IP Rights
owned or
otherwise assertable by Licensor anon-exclusive, non-transferable, fully-paid, limited license to copy, use and
modify the NOVUSOLUTIONS Software andlor any component thereof, including all Corrections, Updates
and New Versions furnished to Licensee, for use on the Workstations of Licensee's End Users.
2.2 No Implied License; Limitations on Use. Licensee acknowledges and agrees that this Agreement in no way shall be construed to provide to Licensee any express or implied license to
copy,
reproduce, use, sell, distribute, prepare saleable derivative works based upon or sublicense the
NOWSOLUTIONS Software other than as expressly set forth in Section 2.1. Licensee expressly agrees not to
take any of the foregoing actions or permit any of the foregoing actions to be taken by its End Users. The
NOVUSOLUTIONS Software shall. be used solely in connection with Licensee's business. Licensee shall not use or permit or allow the use of the NOVUSOLUTIONS Software or any portion thereof
in any other
manner without the written consent of Licensor, which consent may be withheld at Licensar's sole and
absolute discretion. If required by Licensor, the NOWSOLUTIONS Software so distributed shall be limited
by code in a manner to ensure that the NOVUSOLUTIONS Software can only be used on Licensee's
Workstations. Licensee hereby assures Licensor that it does not intend to and agrees that it will not, without the
prior written consent of. Licensor and, if required, of all applicable governmental entities, including, but not limited to, the Office of Export Licensing of the U.S. Deparhnent of
Commerce, transmit, directly or indirectly,
the NOWSOLUTIONS Software, or any component thereof, to: ~a} any country outside the United States or
fib} any national or resident thereof. Licensee further agrees that it will obtain, at its own cost and expense, any
and all necessary export licenses for any such approved export or for any approved disclosure of the
NOWSOLUTIONS Software to a foreign national.
2.3 Technical Support. From the Effective Date of this Agreement until its expiration or earlier
termination, Licensor will provide telephone support to Licensee (each parry bearing their own telephone
expenses} relating to the NOVUSOLUTIONS Software. Telephone support will be available Monday -
Friday, between 7:00 a.m. and 5:00 p.m. Pacific Time} Licensor's obligations with respect to Technical
Support are contingent upon proper use and application of the NOVUSOLUTIONS Software and do not apply to alterations or modifications of the NOVUSOLUTIONS Software not performed or approved
by Licensor or
to malfunctions due to subsequent modifications or alterations of any operating system or other software not
supplied by Licensor.
2,4 Training. At Licensee's request and upon reasonable notice, Licensor shall provide training for the number of Licensee's personnel as set forth on Exhibit C attached hereto and made
a part
hereof who are to be designated by Licensee. Licensee shall pay the reasonable travel expenses hairline
ticket, hotel, meals, and local transportation} incurred by Licensor's training representatives if the training
location is not within twenty-five X25} miles of a Licensor business office. Initial training and any
additional training provided by Licensor during the term of this Agreement shall be provided at the rates}
set forth on Exhibit C. The price in Exhibit A includes 4 days of training (we could be very specific} at licensee' site. Any additional training requested by Licensee shall be at the
rates set forth in Exhibit C.
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2.5 Corrections, Updates and New Versions of N4VUSULUTIUNS Software, From the
Effective Date of this Agreement until its expiration or earlier termination, Licensor may, at its option and in its
sole and absolute discretion, provide Licensee with New Versions, Corrections andlor Updates of the
NOVUSOLUTIONS Software. If Licensor provides Licensee with Corrections, Updates or New Versions of
the NOVUSOLUTIONS Software, such Corrections, Updates or New Versions shall be deemed part of the NOVUSOLUTIONS Software under this Agreement.
3. License and Maintenance Fees; Charges; Payment.
3.1 License and Maintenance Fees. Licensee agrees and hereby undertakes to pay Licensor on . or before the Effective Date, the license, customization, training, and first year maintenance
fees set forth on
Exhibit A for the use of the NOVUSOLUTIONS Software during the term of this Agreement such fees are
together referred to as the "License Fee"}. If applicable, payments of the License Fee shall be deemed to be
advance payments for that year's use of the NOVUSOLUTIONS Software.. Licensee shall pay 50% of the
contract price within 30 days of signing this Agreement, and shall pay the balance within 30 days of final
acceptance of final acceptance of the installation and training.
3.2 Interest, Late Fees and Miscellaneous Charges. If any payment due Licensor pursuant
to this Agreement is not made within thirty (30} days of the due date, Licensee shall pay interest with
respect to such past due payment at the lesser of twelve percent (12%} per year or the maximum rate
permitted by the law of the state where Licensee's principle place of business is located. Furthermore, if
any payment due Licensor pursuant to this Agreement is not made within five ~5) days of the due date, Licensee shall pay a late fee equal to Thirty-Five and No1100 Dollars {$35.00}.
All applicable taxes
(including, without limitation, sales and use taxes, but not including taxes imposed on the income of Licensor
generally), shipping and other charges imposed as a result of the existence or operation of this Agreement are
the responsibility of Licensee and Licensee agrees to pay Licensor such taxes and charges simultaneously with
Licensee's payments in the method prescribed in Section 3.3.
3.3 Method of Payment. All payments under this Agreement shall be made in United States
dollars by wire transfer of immediately available funds as directed by Licensor or by Licensee's check or
warrant which shall be drawn in United States dollars upon a United States bank and delivered to Licensor's
address listed in Exhibit A.
4, Representations and Warranties. Licensor makes the following representations and warranties
solely for the benefit of Licensee, as a present and ongoing affirmation and covenant of facts in existence at all
times under this Agreement:
~i) Licensor has full power and authority to license the NOVUSOLUTIONS Software to Licensee under this Agreement;
iii} subject to the terms of this Agreement, Licensee and its End Users shall be entitled to full use
and possession of the NOVUSOLUTIONS Softrare; and
viii} the NOVUSOLUTIONS Software supplied hereunder is produced and delivered in accordance with all applicable federal, state and local laws, rules and regulations as in effect on the
Effective Date.
5. Disclaimer of Warranties; Limitation of Liability. Except as otherwise provided in this
Agreement, Licensor provides, and Licensee accepts, the NOVUSOLUTIONS Software in "as-is" condition;
and
LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS STATUTORY, EXPRESS OR IMPLIED, ORAL OR WRITTEN}, WITH RESPECT
TO THE NOVUSOLUTIONS SOFTWARE OR ANY PART THEREOF, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
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NONINFRINGEMENT, MERCHANTABILITY, ACCURACY, OR FITNESS 0R SUITABILITY FOR
ANY PARTICULAR PURPOSE (WHETHER OR NOT LICENSOR KNOWS, HAS REASON TO KNOW,
HAS BEEN ADVISED, 0R IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE}, WHETHER
ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED
IN THE NOVUSOLUTIONS SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT
THE OPERATION OF THE NOVUSOLUTIONS SOFTWARE WILL BE UNINTERRUPTED OR ERROR
FREE. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY
PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE NOVUSOLUTIONS SOFTWARE OR
ANY PART THEREOF. SOME STATES 0R COUNTRIES D4 NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY,
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS LICENSE
AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE 0R SPECIAL
DAMAGES, LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE
NOVUSOLUTIONS SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6. Indemnity, Licensor will defend, indemnify and hold Licensee harmless from and against any claim,
suit or proceeding to the extent such is based on a claim that the NOVUSOLUTIONS Software as fiunished by Licensor to Licensee infringes any patent, copyright or other proprietary right
of any thixd parry. Licensee will
defend, indemnify and hold Licensor harmless from and against any claim, demand, suit, action, cause of
action, loss, damage, liability, attorneys' fees and other costs and expenses incurred by Licensor as the result of
any violation of this Agreement by Licensee or any of its directors, officers, employees, agents, representatives
or .contractors. In the event that a final injunction shall or in Licensor's opinion may be obtained against
Licensee's use of the NOVUSOLUTIONS Software in any action for which Licensor must indemnify Licensee under this Section 6, Licensor may, at its option and expense and without being
considered in default in the
performance of its obligations under this Agreement, and as Licensee's sole remedy against Licensor for such
infringement, either (i}procure for Licensee the right to continue using such NOVUSOLUTIONS Software; or
(ii} replace such NOVUSOLUTIONS Software with non-infringing software of like quality and capabilities; or
(iii} modify such NOVUSOLUTIONS Software so that it becomes non-infringing; or (iv} refund to Licensee the License Fees paid to Licensor by Licensee pursuant to Section 3 during the
term of this Agreement less
depreciation (five (5) year straight-line basis). These indemnities are subject to the indemnifying party
receiving prompt notice of any such claim, suit or proceeding and being granted full authority to control the
defense andlor settlement thereof. In no event shall Licensor's total liability to Licensee under this Section 6
exceed the License Fees paid to Licensor by Licensee pursuant to Section 3 during the term of this Agreement.
THE FOREGOING STATES LICENSOR'S ENTIRE LIABILITY FOR THE NOVUSOLUTIONS
SOFTWARE UNDER THIS LICENSE AGREEMENT.
7. Access To Licensee's Operations And Personnel. Licensee agrees to fully cooperate with
Licensor and to provide Licensor all information and access to Licensee's personnel and operations during the days Monday through Friday, between the hours of 9:U0 A.M. and 5:30 P.M.,
or at such other times and
days as may be mutually agreed to by the parties, in order to install and implement the
NOVUSOLUTIONS Software and any enhancements and upgrades.
8. Ownership, Licensee hereby acknowledges and agrees that the NOWSOLUTIONS Software
embodies and constitutes valuable IP Rights of Licensor, including, but not limited to, copyrights and trade secrets, and that except for the rights of use, modification and copying
expressly granted to Licensee herein,
Licensor naw holds and shall retain all rights, title and interest to the NOVUSOLUTIONS Software, the
tradename "NOVUSOLUTIONS" and such other trade names or trademarks as Licensor may from time to
time by written notice permit or require Licensee to use in connection with any NOVUSOLUTIONS Software
(such trade names and trademarks are collectively referred to as the `Product Name"), and any documentation with respect thereto, including, withaut limitation, title to all IP Rights
with respect thereto. Upon termination
of this Agreement, Licensee shall retain no rights of any nature with respect to the NOVUSOLUTIONS
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Software or the Product Name, Licensee shall not cause or allow the Product Name to be associated with any
product other than the NDVUS4LUTIONS Software and shall not during the term of this Agreement or at any
time thereafter} create, copy, reproduce, use, distribute, promote, sell or sub-license any product bother than the
N4VUS4LUTI4NS Software as expressly authorized herein} bearing the Product Name or any name confusingly similar thereto.
If Licensee receives a request to inspect or copy any of the Software or documentation related to the Software
under the provisions of Washington's Public Records Act, Chapter 42.56 of the Revised Code of Washington,
Licensee may provide written notice of the request to Licensor, and allow 10 working days after the date of the
notice to allow Licensor to initiate an action the Superior Court for King County, Washington, to prevent inspection or copying of the software or documents.
9. Term; Termination.
9.1 Term. This Agreement shall become effective as of the Effective Date and shall continue in effect until the earlier of ~i} the expiration date of this Agreement set forth on Exhibit
A, if applicable the
"Expiration Date"}; provided, however, that the term of this Agreement shall be extended through and after
the Expiration Date unless either parry hereto gives at least ninety X90} days' notice to the other party prior to
the effective date of such termination of its decision to terminate this Agreement; iii} in the event that no
Expiration Date has been selected and payment of a monthly License Fee is contemplated in Exhibit A, the
date ninety X90} days after either party hereto gives notice to the other party hereto that it has elected to terminate this Agreement which termination is not pursuant to Sections 9.2
or 9.3 hereof and which
termination shall not create any liability on the part of the terminating party}; or Div} the date this Agreement is
terminated in accordance with Sections 9.2 or 9.3. In the event that no Expiration Date has been set forth on
Exhibit A and payment of a monthly for other recurring} License Fee is not contemplated in Exhibit A, the
term of this Agreement shall be perpetual unless terminated in accordance with Sections 9.2 or 9.3
9.2 Termination for Breach. Either party may terminate this Agreement in the event of a
material breach of this Agreement by the other party, if such breach remains uncured thirty (30} days after
receipt of written notice thereof from the non-breaching party sunless such breach cannot by its nature be cured,
in which case the non-breaching party may terminate this Agreement by written notice immediately upon the
occurrence of such breach}. No such termination shall relieve Licensee's obligation to pay License Fees and miscellaneous charges accrued to the effective date of the termination for
previously distributed copies of any
component of the N4VUS4LUTIONS Software. Each party understands and agrees that it is responsible for
ensuring compliance with this Agreement by its directors, officers, employees, agents, representatives or
contractors, and that any breach or failure to comply with this Agreement by any of the foregoing shall be
deemed a breach of this Agreement by such party.
9.3 Termination for Insolvency, This Agreement shall be deemed terminated immediately in
the event that; ~i} Licensee files a petition in bankruptcy, makes an assignment for the benefit of its creditors,
petitions for the appointment of a receiver or trustee for all or a portion of Licensee's property, or dissolves or
liquidates; or iii} a petition for bankruptcy is f led against Licensee, or a receiver or trustee is appointed for all
or a portion of Licensee's property.
9,4 Return of Materials. Upon termination of this Agreement for any reason, Licensee's rights
to use, copy and modify the N4VUSOLUTI~NS Software shall terminate, and Licensee shall immediately
destroy all N4VUSOLUTIQNS Software in electronic and non-electronic form. An officer of Licensee shall,
upon completion by Licensee of such delivery and destruction, certify in writing to Licensor that Licensee has in fact fulf lled its obligations pursuant to this Section. Licensor shall
also have the right to electronically
remove the current and all prior versions of the N4VUS4LUTI4NS Software from Licensee's Workstations
without further notice and without liability for trespass or otherwise.
9.5 Survival, The provisions of Sections 2.2, 3.2, 5, 6, S, 9.4, 9.5 and 10 of this Agreement shall
survive the termination of this Agreement.
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10, Attorneys' Fees to Prevailing Party, In the event of any litigation arising out of or relating to this
Agreement or the breach, termination, validity or enforcement of this Agreement, the prevailing party shall be
entitled to recover all costs and reasonable attorneys' fees incurred, including, without limitation, costs and
reasonable attorneys' and paralegals' fees incurred in any investigations, trials, bankruptcies, appeals and collection efforts.
11. Assignment. Licensee shall not assign any of its rights under this Agreement nor delegate its duties
hereunder to another person or entity without the prior written consent of Licensor, which consent may be
granted or withheld in Licensor's sole and absolute discretion, Any permitted assignment shall be subject to the
permitted assignee or transferee agreeing in writing to comply with all the terms and restrictions contained in this Agreement, Any attempted assignment in violation of this Section
shall be void. In addition to outright
assignment, the following shall be deemed to be an attempted assignment of this Agreement; ~i} the merger of
Licensee with another entity, {ii} the sale or transfer of over fifty percent X50%} of Licensee's capital stock
within any two ~2} year period, viii} any transfer of this Agreement occruring by operation of law or ~d} any
similar transfer or transaction. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective trustees, successors, permitted assigns and legal
representatives.
12, Publici .Licensor may list the City as a client. It may not make any claims or assertions that
Licensor or its products are endorsed by the City or any of the City's officers, employees, or agents. City will
not allow its employees to act as "spokespersons" for Licensor
13. Applicable Law; Jurisdiction; Venue; Attorneys' Fees to Prevailing Party.
This Agreement shall be governed in its construction, interpretation and performance by the laws of
the State of Washington and the United States, as applicable, without reference to law pertaining to choice of
laws or conflict of laws, In the event of any litigation arising out of or relating to this Agreement or the breach, termination, validity or enforcement of this Agreement, venue shall
be in the King County Superior Court, or
the Western Washington Division of the United States District Court. Both parties hereto hereby submit to the
exclusive jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement
or the breach, termination, validity or enforcement of this Agreement, the prevailing party shall be entitled to
recover all costs and reasonable attorneys' fees incurred, including, without limitation, costs and reasonable
attorneys' and paralegals' fees incurred in any investigations, trials, bankruptcies, appeals and collection efforts,
IN WITNESS WHEREUF, the parties have caused this Agreement to be executed by their duly
authorized representatives as ofthe date set forth below.
DATED AS 0F: , 2009
"Licensor"
INUBBAR, L.L.C.
DIBIA NUVUS4LUTIUNS
o n Kercher, Its; Managing Partner
"Licensee"
~ . .
~......e..~.....,~~,__.~
By:
Peter B. Lewis, Mayor Attest;
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Dani Daskam, City Clerk
Approved to orm:
Daniel B. Heid, City Attorney
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Exhibit A
Ex iration Date License Fees Trainin and Contact Information
Software application name: Novusolutions Software - NovusAGENDA
Expiration Date cif applicable} And time of performance: No expiration date. Software customization and training to be completed
not later than 90 days after the date this Agreement is signed by the City.
initial License Fee. $24,300
Integration and training $8,400
First Year Maintenance Fee: $ 3,800
Tax
Licensor's Contact Representative, Address, Telephone and Telefax Number:
Novusolutions
10012 N Dale Mabry Hwy
Suite 115
Tampa, Florida 33618
Attu; Jahn Kercher
Tel: 800-274-5624 x 702
Fax: 954-337-0761
Licensee's Contact Representative, Address, Telephone, and Telefax Number:
CITY OF AUBURN
~ ~
Attu Information S stems De artment
Tei: .31 ~ 0 Fax: ~z ~
S
Exhbit B
Payment Terms and Scope of Work
Payment Terms - Novusolutions ships complete software to you within 30 days of
receipt of order. Licensee shall pay 50% of the contract price within 30 days of signing this
Agreement, and shall pay the balance within 3 4 days of f nal acceptance of final acceptance
of the installation and training.
The services will be billed in two separate invoices, The f rst billing event will cover the
services for customization and deployment and ,those services are due for payment when
delivered. The second billing event for services will occur when training has been
delivered. If you choose to do training over an extended period of time we will bill events
as they occur and payment will be due for that event.
Invoices are payable 30 days from invoice date.
NovusAGENDA NovusAGENDA, $14,500
NovusB~ARDVIEW NovusB~ARDVIEW
NovusMEETING NovusMEETING
Software unlimited use license
Includes standard tem lates
Up to 20 custom workflows can
20 Custom Workflows bepre-configured allowing Included
users to simply submit items to
named workflows which are
then built for them
automatically. NovusAGENDA
also includes a workflow
builder and editing utility
which empowers clients to
build their own workflows after
deployment. There is no
practical limit to the total
number of workflows.
Solution Overview Trainingl0nsite This is a two day session with $4,200
consulting - 2 days includes travel key staff including Board
Clerk, IT staff assigned to
support the software and key
Board Clerk staff. The class
will last two days and involves
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a complete system overview
and workflow building session.
This class is delivered prior to
any other training so key staff
are very familiar with the
solution and the workflows are
correct prior to staff training.
Remote Setup Services Assistance to setup and Included
configure the software and
custom tem lates
Integration with Laserfiche Document Integration allows users to
Management Solution browse into Laserfiche to attach $3,504
files to items as well as an
export process to auto export
complete final minute and
agenda packets to Laserfiche
for ermanent stora e
User Training 1 day includes travel Train departmental users in $2,100
classes up to 15 students per
class. These events last about
90 minutes allowing up to three
classes per day.
One day of onsite training
Adminl4nsite Board Clerk Training - including one day with board $2,140
1 day includes travel clerk and staff and one day with
system admin for workflow
utility training
Software Maintenance One year of Maintenance from $3,500
customer acce tance date
PDF converter Attachments and agenda Included
packets are converted to one
single PDF file. The agenda
packet cannot exceed 300 pages
with the standard edition
converter. If your agenda
packet exceeds 3 00 pages on a
regular basis you will require
NovusAGENDA Enterprise
with the advanced converter.
See optional costs below for the
advanced PDF converter.
This screen is customized to
One Custom Item details screen your specifications and layout $2,100
re uirements.
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The public agenda is
One Custom Public Agenda customized to your $2,100
specif cations including font,
st le, la out and other matters.
one Custom Minutes page set The page set includes one draft $2,100
and one final minutes la out
Total one Time Costs for full $36.500
de to ment
Additional Training- cost per day 4nsite training includes travel $2,100
including travel.
IT staff Training to modify One day of training in Tampa, $2,100
Agendalminutes layouts FL covering Template layouts
and advanced user options.
Client cover their own travel
costs.
optional ]Vet Signature Users can actually sign a $3,900
document without printing it.
The $3,900 fee is the site
license for the software; user
licenses are required in addition
to the site license.
This third party solution
requires a user license for each
signer. Signers also require a
signature pad that plugs into
their USB port. one user
license with a standard pad is
$575. Each user requires a
license and signature pad.
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If a client desires
Annual Hosting Novusolutions to host the code $4,9001year
we offer hosting services for up
to 8 GB of Storage space as
standard, Additional space is
available for $1,000 per GB per
ear
Customers with existing
Advanced PDF converter enterprise licenses of Adobe Contact
maybe able to use the existing Novusolutions
license for advanced
conversion and avoid this cost.
Contact Novusolutions if you
have an existing license of
Adobe Enterprise Edition.
Annual Maintenance and support in included in the first year with your purchase of
NovusAGENDA. After the first year the annual fee for this service is $3,800, After the
second year the Upgrade Protection and Maintenance cost may adjust in line with the CPI
Example of a possible Five year budget:
Year 1 $31,000
Year 2 $ 3,500 Annual Maintenance and Support
Year 3 $ 3,800 Annual Maintenance and Support
Year 4 $ 3, 800 Annual Maintenance and Support
Year 5 $ 3, 500 Annual Maintenance and Support
Tota15 year cost $4G,Z00 or an average cost per year of $9,240
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Exhibit C - Maintenance, Support, and Training
Maintenance and Support Overview
Clients receive full support and maintenance for one year after shipment of product. The
support contract would cover the following areas:
• Repair of all bugs discovered during the support period
• Timely response to all technical inquiries
• Provide updates to technical documentation as these items are developed
• Access to product enhancements made to the base product. (some new features
may requires service fees to implement)
Supported Items
This support contract covers the entire product purchased from Novusolutions. This
support contract does not cover supporting hardware or software (i.e. operating systems,
web servers, or databases).
Response Times
All issues will receive a response from Novusolutions within 24 hours from the time the
issue was reported to Novusolutions.
All issues will be categorized as a Level 1, Level 2, or Level 3 priority. The Client and
Novusolutions will work together to determine the appropriate level for an item. The
targeted resolution time for an issue will be based on the issue's level.
Level 1-these are business critical issues. Every effort will be made to resolve
these issues within 7 business days. We will acknowledge receipt of issues within
24 hours and make every effort to repair urgent issues quickly. It is important that
customers report concerns in a timely manner to insure a rapid response.
Level 2-these are important but not critical issues. Every effort will be made to
resolve these issues within 14 business days
Level 3-these minor issues that do not affect the usability of the software.
Every effort will be made to resolve these issues within 30 business days.
Support Request Process
All support issues must be sent to Novusolutions via e-mail at
Sua novusolutions com. Novusolutions technical staff monitors this e-mail address
during normal business hours Eastern Time United States.
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Support Response Process
Upon receipt of an issue, Novusolutions will verify the receipt of the issue within 24
hours from the time Novusolutions was notified of the issue.
Novusolutions will notify the client via email when an issue has been resolved.
Novusolutions will notify the client when it is not possible to resolve an issue by the
targeted response time.
Support Coverage Dates
This is a twelve-month support contract. The initial contract will commence on the day
product is shipped to the client.
Training
Solution Overview - 2 days - This is a two day session with key staff including Board
Clerk, IT staff assigned to support the software and key Board Clerk staff. The class will
last two days and involves a complete system overview and workflow building session.
This class is delivered prior to any other training so key staff are very familiar with the
solution and the workflows are correct prior to staff training.
Administrator Training - 1 day- You will require at least one or a small team of central
administrators to oversee your NovusAGENDA solution. The Administrators will be
managing user rights, creating global groups, overseeing workflow structure and a
number of key centralized tasks related to process.
It is strongly recommended that you have Novusolutions train your central administrators
A single day of training will save these administrators valuable time managing the
solution.
The administrator class lasts 7 hours and should
have no more than 5 students in attendance.
Administrators should have a solid understand
of your Agenda policies and procedures. They
should be at or near the decision making level in
the department overseeing this project. They do
not have to have extensive technical experience
but they should be at the power user level. A key
criterion for administrators is a firm
understanding of the primary goals for your
Agenda project.
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a •
Board Member Training - %2 Day -Board Members will want to be trained on how to
access NovusBOARDVIEW using the web, They will have questions about the
technology and how it will affect the meetings they will be preparing for and voting in.
Board Member training is delivered on an executive level. The atmosphere in this session
focuses on the higher view and less on the details of the day to day item processing. This
class can be delivered in one or two hours on-site.
' Board Clerk Training -1 day -Board Clerk will be managing meetings and minutes.
Clerk also oversees the solution and is able to override workflows as well as other
executive level tasks. Board Clerk should be familiar with com uters. p
Staff Training -1 day -We suggest classes with a maximum of 15 students. Each class
lasts about 21/~ hours so two classes per day is easy to deliver. Each classroom should
have a prof ector attached to the trainer machine and all students should be working on
their own computers in order to maximize the classroom time. A white board in the room
wi11 be useful.
Trainers will require 7 %2 hours per day for trainin and the can g Y
deliver two classes per day, This includes their re aration time ~~r~, ~ P p
for each class, You should estimate the total student count to be
~'''~'~'Ihl~l~~~'i'~I''' 25 students er da of trainin . Al h p y g t ough classes can
accommodate 30 students, our experience indicates some students
will miss their scheduled training event for one reason or another
so estimate your training days using 25 students per trainer day.
Novusolutions provides training manuals as part of your software
purchase so you only need to provide the trainer and classroom.
You will be required to provide copies of the training manuals in
paper or electronic format to each student. The manuals are provided to you in Microsoft
Nord format.
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