Loading...
HomeMy WebLinkAboutGovernment e-Management Solutions, Inc. (GEMS) - 011303Exhibit A Comprehensive Pricing Summary Jefferson County, Washington GEMS Annlicatinn SnftwnrP Financial Management Alications $ 90,750 1 $ 18,150 Human Resources Management Applications $ 25,300 $ 5,060 Property Management Applications $ _ $ .Supporting Systems $ 8,250 1 $ 1,650 124,300 $ 24,860 GEMS Trainine Services $ 58,080 $ - GEMS inctallatian R. -i - Project Management $ 24,000 $ Data Conversion $ 65,207 $ 11,263 Hardware Delivery Cost Estimate $ _ Financial Management $ 5,760 $ - Human Resources Management $ 2,120 $ Property Management $ _ GEMS Easy Start System Staging $ 10,000 $ - On-site Installation/Training- 2 Das $960/ Da $ 1,920 $ Intro NT/Linc Admin. Class (STL)- 2 days $960/ Da $ 1,920 $ - $ 45,720 $ - Hardware. and RVctPm Rnftwa- Application Server Hardware $ _ $ _ Intranet Server Hardware $ $ _ System Software $ 65,207 $ 11,263 Hardware Delivery Cost Estimate $ _ $ 65,207 $ 11,263 GEMS Additinnal Cnrvi- Ex anded Data Conversion Financial Management Applications $ 19,000 $ Human Resources Management Applications $ 2,000 $ - Business Process Review Additional $ 10,000 $ Technical Services Access Timecard Entry Design $ 9,000 $ Interfaces Treasurer, Ju $ 9,000 $ Other Technical Services $ 5,000 $ Parallel Testing/Production Rollout User Assistance $ - $ 5 54,000 $ Miscellaneous Travel and Living Expenses- Billed at actual Performance Bond $ 12,000 32,946 $ - TOTAL I $ 380,253 1 $ 36,123 cccgoI Exhibit A-1 Initial Billable Services Jefferson County, Washington Financial Management Accounting Applications General Ledger Accounts Payable Grant & Project Administration Budget Management Cash Receipts Trainiru,- Days 6 at Customer Site $ Cost 5,760 Business Consulting Hours 30 Process $ Cost 3,600 Budget Preparation 2 $ 1,920 4 $ 480 Purchasing Management 6 $ 5,760 28 $ 3,360 Bid Administration (Purchasing required) 1 $ 960 4 $ 480 Inventory Management (Purchasing required) 1 $ 960 8 $ 960 Fixed Assets 3 $ 2,880 14 $ 1,680 Accounts Receivable 1 $ 960 4 $ 480 CAFR Reporting 3 $ 2,880 4 $ 480 Work Order & Project Management 3 $ 2,880 10 $ 1,200 Fleet Maintenance Work Order required) 2 $ 1,920 12 $ 1,440 Hurnan Resource Management Days Hours Human Resources & Payroll 1 10 1 $ 9,600 28 1 $ 3,360 Sub -Total 41 $39,360 156 $18,720 Implementation Services Project Mana ement Hours 200 $ Cost 24,000 Data Conversion Accounting Applications $ 2,280 Budget Preparation $ - Purchasing Management $ 560 Bid Administration (Purchasing required) $ 280 Inventory Management (Purchasing required) $ 560 Fixed Assets $ 720 Accounts Receivable $ 280 CAFR Reporting $ - Work Order & Project Management $ 1,080 Fleet Maintenance (Work Order required) $ Human Resources & Payroll $ 2,120 Easy Start System Staging $ 10,000 On-site Installation/Training-2 Days $960/Day $ 1,920 Intro NT/Linc Admin.Class (STL) 2 days $960/ Day $ 1,920 Travel and Living Expenses -Billed at actual Sub -Total $ 45,720 TOTALS 41 $ 39,360 356 $ 64,440 *Note - Maximum 8 students per class 000002 Exhibit A-2 Hardware Jefferson County, Washington To be purchased by the County. 00000� Exhibit A-3 System Software Jefferson County, Washington Systems Software (both servers) Database Microsoft SQL Server 2000 Standard Edition, Per Processor Licenses Application Environment Enterprise Application Run -Time Bundle Enterprise Application Run -Time Subscription for Upgrades Net Express Runtime Browser Interface Named Users Remote Management PC Anywhere Print Engine Utility Enterprise Output Manager MICR Check Printing AcuPrint SecureCheck nx2 System Backup AcuPrint SecureCheck nx2 System AcuPrint Signature (2), Logo (1) Digitization SecureCheck nx2 Maintenance Agreement -12 Months Additional SecureCheck nx2 Maintenance Agreement -12 Months TOTAL SYSTEMS SOFTWARE 2 $ - $ - 50 $ 28,750 $ 4,200 50 $ 2,050 $ 2,050 50 $ 4,225 $ 725 100 $20,000 $ 4,000 2 $ 370 $ - 1 $ 3,600 $ 288 1 $ 2,995 $ - 1 $ 1,797 $ 1 $ 525 $ - 1 $ 595 1-$ 300 $ 65,207 $11,263 Exhibit A-4 County Public Works Department Co -Venture Jefferson County, Washington (County Agreement Exhibits Includes the Following Costs) Fleet Maintenance Software One Time Cost $5,500 Annual Ongoing Cost $1,100 Work Order Software $9,900 $1,980 Bid Administration Software $4,400 $880 GEMS Application Software Subtotal $19,800 $3,960 Data Conversion $3,000 $ - Training $5,760 $ - Business Process Review $9,000 $ - Programming $14,000 $ - GEMS Services Subtotal $31,760 $ County Public Works Department - Total $ 51,560 1 $ 3,960 000005 Exhibit B Licensed Programs Initially Provided; License Fee and initial Annual License and Maintenance Fee Jefferson County, Washington Financial Management License Fee Annual Support Accounting Applications General Ledger Accounts Payable Grant & Project Administration Budget Management Cash Receipts $26,400 $ 5,280 Budget Preparation $8,250 $ 1,650 Purchasing Management $11,000 $ 2,200 Bid Administration (Purchasing required) $4,400 $ 880 Inventory Management (Purchasing required) $8,250 $ 1,650 Fixed Assets $8,250 $ 1,650 Accounts Receivable $3,300 $ 660 CAFR Reporting $5,500 $ 1,100 Work Order & Project Management $9,900 $ 1,980 Fleet Maintenance (Work Order required) $5,500 $ 1,100 Human Resources & Supporting Systems Security Management SkvView Renortina 11 $25,300 1 $ 5,060 $8,250 1 $ 1,650 TOTALS $ 124,300 $24,860 000006 Exhibit C The Statement of Work is attached. Note: One copy in possession of County. One copy in possession of Vendor. Oo0007 Exhibit G ESCROW AGREEMENT0rf ,_ THIS ESCRONY AGREEMENT ("Escrow Agreement") is and entered into this 3� day o .ft , 20g,by and among Government e -Management Solutions, Inc. ("GEMS"), a Mi uri co oration, The Jefferson County ("County"), State of Washington, a municipal corporation, and U.S. Title Guaranty Co., a Missouri corporation ("Escrow Agent"). WHEREAS, GEMS is a Missouri corporation engaged in the licensure and maintenance of a certain licensed software; and WHEREAS, County is a municipal corporation located in the State of Washington; and WHEREAS, GEMS and County desire to enter into a Software License and System Maintenance Agreement (the "Agreement") in form and substance as is attached hereto and marked Exhibit A, whereby GEMS agrees to license certain software identified in the Agreement (the "Licensed Programs") to the County in accordance with the terms of such Agreement; and WHEREAS, each defined term in the Agreement shall have the same definition in this Escrow Agreement unless expressly set forth herein to the contrary; and WHEREAS, pursuant to the terms of the Agreement, County and GEMS agree that one copy of the source code version of the Licensed Programs shall be deposited with the Escrow Agent, including all future releases, modifications and corrections thereto, if any (the "Escrowed Software"), and the Escrowed Software shall be held, used and dealt with in accordance with the terms of this Escrow Agreement; and WHEREAS, by this Escrow Agreement, the parties wish to set out their understanding of the obligations and rights each party has with respect to the Escrowed Software. NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Incorporation of Recitals. The recitals to this Escrow Agreement are restated and incorporated in and made a part of this Escrow Agreement. 2. Appointment of Escrow Agent. GEMS and County do hereby appoint and designate Escrow Agent for the purposes hereinafter set forth. 3. Deposit of Escrowed Software. GEMS hereby deposits with Escrow Agent the Escrowed Software, and Escrow Agent agrees to hold, keep and maintain the Escrowed Software in accordance with the terms of this Escrow Agreement. From time to time during the term of this Agreement, on at least an annual basis, GEMS shall deliver to Escrow Agent such additional releases, modifications, additions and the like, if any, which are necessary to keep the Escrowed { 1244\01 1 \150255. DOC. } Software current, and all such releases, modifications, additions and the like shall become part of and be added to the Escrowed Software. 4. Term of Escrow Agreement. The Escrow Agent shall keep and hold the Escrowed Software until such time as the Escrowed Software is transferred and delivered pursuant to the provisions of this Escrow Agreement, at which time this Escrow Agreement shall automatically terminate. 5. Purpose of Escrow Agreement. The purpose of this Escrow Agreement is to insure the County's ability to have full use of the Licensed Programs in the event GEMS ceases doing business during the term of the Agreement without providing for any other entity to honor and perform GEMS' future obligations under the Agreement. 6. Transfer and Delivery of Escrowed Software. (i) If, and only if: (a) during the term of the Agreement, GEMS ceases business operations without providing for any successor entity to honor GEMS' future obligations under the Agreement, or (b) the bond posted by GEMS pursuant to Section 3.05 of the Agreement is paid to County, then County shall have the right to prepare and deliver the affidavit in the form attached hereto as Exhibit B to Escrow Agent. In the event the Escrow Agent receives an affidavit in the form attached hereto as Exhibit B, duly executed by County or its successor or assign, then Escrow Agent shall immediately transfer and deliver the Escrowed Software to County, or its successor or assign listed in the affidavit. (ii) If, and only if. (a) the Agreement terminates resulting from a default by County (after expiration of all applicable notice and cure periods), or (b) the Agreement otherwise terminates, GEMS has fully complied with all of its obligations thereunder, and the bond posted by GEMS pursuant to Section 3.05 has terminated or expired, then GEMS shall have the right to deliver to Escrow Agent an affidavit in the form attached hereto as Exhibit C to Escrow Agent. In the event the Escrow Agent receives an affidavit in the form attached hereto as Exhibit C, duly executed by GEMS or its successor or assign, then Escrow Agent shall immediately transfer and deliver the Escrowed Software to GEMS, or its successor or assign listed in the affidavit. (iii) In the event Escrow Agent receives a written statement which has been duly executed by GEMS (or its successor or assign) and County (or its successor or assign) directing Escrow Agent to release the Escrowed Software to either party (as set forth in such written statement), Escrow Agent shall immediately transfer and deliver the Escrowed Software to such party identified in the written statement. 7. Escrow Agent as Depository. The Escrow Agent hereunder acts as a depository and is not responsible for the sufficiency, correctness, genuineness or validity of the Escrowed Software, nor any release or modification thereof. {1244\011\150255.DOC.} 2 S. Additional Obligations of Escrow Agent. (i) Storage. The Escrowed Software shall be placed and maintained in a vault located at the offices of Escrow Agent, 8135 Forsyth Boulevard, Clayton,- Missouri 63105. (ii) Control. Control over access to the Escrowed Software shall rest with the Escrow Agent. (iii) Confidentiality. Escrow Agent acknowledges that GEMS and County have certain property, patent, trademark, trade secret, and copyright rights and interests in the Escrowed Software deposited. Escrow Agent agrees it shall not allow or permit any third party to use, distribute, copy, or view the Escrowed Software without the express prior written consent of GEMS and County. 9. Liability of Escrow Agent. Except for the obligations set out in Paragraph 6 herein, Escrow Agent shall not be responsible for any costs, damages, fees, and the like except for gross negligence or willful misconduct in the discharge of its obligations and duties contained herein. Notwithstanding, as to its obligations under Paragraph 8 hereof, Escrow Agent shall be responsible to GEMS and County to the extent of all legal rights GEMS and County may have against the Escrow Agent for any reason. 10. Documents. The Escrow Agent shall be protected in acting upon a written notice, request, waiver, consent, authorization, which the Escrow Agent receives in good faith, believes to be genuine in what it purports to be, and believes such to be in accordance with the terms of this Escrow Agreement. 11. Dispute. In the event of any dispute between County and GEMS resulting from adverse claims or demands made in connection with this Agreement or the Escrowed Software, the Escrow Agent may refuse to comply with any demand from either party in which event the Escrow Agent shall: (i) insist that the adverse claims be fully and finally adjudicated prior to taking any action; or (ii) seek a declaration by a court of competent jurisdiction to determine its duties and obligations with respect to the Escrow Agreement and Escrowed Software. Upon seeking such court direction, Escrow Agent shall be released from, and indemnified for all liability with respect to the adverse claim and dispute except for any claim which may arise against the Escrow Agent under Paragraph 6 hereof. 12. Resignation of Escrow Agent. Escrow Agent may resign, at any time, for any reason, by written notice of its resignation to the proper parties at their respective addresses as set forth herein, at least thirty (30) days before the date specified for such resignation to take effect. Upon the effective date of such resignation: { 1244\011 \150255. DOC.) 3 (i) The Escrow Agreement then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by GEMS and County, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) If no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by GEMS and County in accordance with the directions of a final order or judgment of a court of competent jurisdiction; and (iii) Further, if no such successor Escrow Agent has been designated by such date, the resigning or removed Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor agent and may deposit the Escrow Agreement with the court under this Escrow Agreement. 13. Fees. Escrow Agent shall be entitled to an annual fee of for its services hereunder and payment of such fee shall be paid by and be the sole responsibility of GEMS. In addition to its normal fee, Escrow Agent shall also be reimbursed for any reasonable attorney fees it pays for legal services needed to determine its rights and duties hereunder which charge shall be paid by the party requesting any action for which the Escrow Agent shall determine its rights and duties. 14. Termination. This Escrow Agreement shall be terminated upon release of the Escrowed Software and may be terminated prior to that date by written mutual consent signed by all of the parties hereto, including the Escrow Agent. 15. Miscellaneous Provisions. (i) This Escrow Agreement shall be governed and construed by and in accordance with the laws of the State of Missouri. (ii) Paragraph or section headings or titles are for purposes of convenience and identification only and shall not be used to interpret or construe this Escrow Agreement. (iii) In the event any action or proceeding is instituted to enforce or to remedy a breach under this Escrow Agreement, in addition to any other relief awarded, the prevailing party shall be entitled to a judgment for reasonable attorney's fees and litigation expenses. (iv) All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered mail, postage prepaid which will deem to be received two (2) days from the date of postmark, or facsimiled or sent by overnight/express service and addressed as set forth below: (12"\01 1\150255.DOC. } 4 (a) If to GEMS: Government e -Management Solutions, Inc. Attn: William C. Bouchein, President 121 Hunter Avenue St. Louis, Missouri 63124 Phone: (314) 863-0262 Fax: (314) 863-0264 (b) If to County: The Jefferson County, Washington Attn: Phone: (S6,161 ) I' f15 - li/cr-p Fax: `/& x'.22., (c) If to Escrow Agent: U.S. Title Guaranty Co., Inc. Mr. Stewart Kenney 8135 Forsyth Blvd. Clayton, Missouri 63105 Phone: (314) 727-2900 Fax: (314) 727-5089 Any party may change the address to which notices are to be addressed by giving the other party notice in the manner herein set forth. (v) No claim of waiver, consent or acquiescence with respect to any provision of this Escrow Agreement shall be made against any party hereto except on the basis of a written instrument executed by or on behalf of such party. (vi) This Escrow Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns. (vii) This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. (viii) This Escrow Agreement contains all of the terms agreed upon by the parties with respect to the Escrowed Software. Escrow Agent is not a party to any other agreement between GEMS and County, and Escrow Agent's duties shall be determined solely by reference to this Escrow Agreement. (ix) Escrow Agent shall not be bound by any amendment of this Escrow Agreement and no amendment shall be effective unless: { 1244\011\15025500C.} (a) the amendment is in writing; (b) the amendment is agreed to by the parties hereto; and (c) the amendment is agreed to by the Escrow Agent. IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first above written. Approved as to form only: C� k I �j Jefferson Co. Prosecutor's Office� GEMS Government e -Management Solutions, Inc., a Missouri corporation By: W �arrthein, Pint COUNTY The Jefferson County, Washington A municipal corpor BY'. 4 Date: l Q� U.S. Title Guaranty Co. hereby acknowledges receipt of the foregoing Escrow Agreement and the Agreement referred to therein, and agrees to hold and dispose o_ f the same in accordance with the provisions of this Escrow Agreement. { 1244\01 1\150255.DOC. } By: Name: Title: 6 U.S. TITLE GUARANTY CO.