2007-12-27 Special MeetingKodiak Island Borough
Assembly Special Meeting Agenda
December 27, 2007
Work Session of the Assembly Starts at 7:30 p.m.
Borough Conference Room
The Assembly will take a recess during work session and convene the special meeting.
1. ROLL CALL
2. CITIZENS COMMENTS (Limited to Three Minutes per Speaker)
3. CONSIDERATION OF MATTERS IN THE CALL FOR THE SPECIAL MEETING
A. Appointment to the Kodiak Island Borough Assembly.
B. Newly- appointed Assembly Member's Oath of Office.
C. Contract No. FY2008 -22 Mass Appraisal Database and Data
Conversion Services Contract.
4. ADJOURNMENT
This meeting was called by the Assembly.
Page 1 of 1
Kodiak Island Borough
Assembly Special Meeting Guidelines
December 27, 2007, 7:30 p.m., Borough Conference Room
1. ROLL CALL
2. CITIZENS' COMMENTS (These are limited to three minutes per speaker.)
A. Agenda items not scheduled for public hearing and general comments.
ASK SPEAKERS TO SIGN IN AND STATE THEIR NAME FOR THE RECORD.
3. CONSIDERATION OF MATTERS IN THE CALL FOR THE SPECIAL MEETING
A. Appointment o the Kodiak Island Borough Assembly
Nominations will be opened. Nominations may be made by any member of
the Assembly. At the close of the nominations, a ballot shall be taken. The
Clerk shall distribute, collect, and with the assistance of one other person,
tally the ballots.
The Clerk shall announce the results. A majority vote of the Assembly shall
be required for the appointment. If no majority is cast for any candidate, the
candidate with the fewest ballots shall be dropped from the list of candidates
until there are two remaining and balloting shall continue until one candidate
is elected.
B. Newly- appointed Assembly Member's Oath of Office.
The Clerk will administer the oath of office to the newly- appointed Assembly
member. The newly appointed Assembly member will take his /her place with
the Assembly.
C. Contract No. FY2008 -22 Mass Appraisal Database and Data Conversion
Services.
Recommended motion: Move to authorize the manager to execute
Contract No. FY2008 -22 with True Automation of Plano, Texas in the
amount not to exceed $342,628.
Staff Report — Manager Gifford
Assembly discussion.
ROLL CALL VOTE ON MOTION.
4. ADJOURNMENT
Recommended motion: Move to adjourn the meeting.
ROLL CALL VOTE ON MOTION
Kodiak Island Borough Assembly Guidelines
December 27, 2007 Page 1
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Mayor Selby
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Mayor Selby
KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET
Cl/assembly/roll call sheet
2.16.060 Declaring and filling vacancies.
A. The assembly shall declare an assembly member's seat vacant when the assembly
member:
1. resigns and the assembly accepts the resignation;
2. is convicted of a felony or an offense involving a violation of the oath of office;
3. no longer physically resides in the borough; or
4. misses more than four (4) unexcused consecutive regularly scheduled assembly
meetings, or misses one -half (2) of all regular assembly meetings of the assembly in a six (6)
month period.
B. If less than ninety (90) days remain in a term, the vacant seat shall not be filled. If a seat
is declared vacant and more than ninety (90) days remain in the term, then the clerk shall publish
reasonable public notice of the vacancy and, for fourteen (14) days after the first publication
thereof, receive applications from persons interested in being appointed to the vacant seat. The
assembly shall review the applications and may interview applicants. Not later than thirty (30)
days after the seat is declared vacant, the assembly shall appoint from among the applicants a
qualified person to fill the vacant seat.
C. In appointing a person from among the applicants, the assembly shall utilize the voting
procedures specified in subsection 2.17.040(A) of this title for the election of the deputy
presiding officer.
D. Notwithstanding B of this section, if the membership of the assembly is reduced to fewer
than four (4) assembly members, then the remaining assembly members shall appoint as many
qualified persons to the assembly as is necessary to once again constitute a quorum. The
assembly shall utilize any procedure which is reasonable under the circumstances in making the
appointments required by this subsection and shall make said appointments not later than seven
(7) days after the quorum was reduced to less than four (4) assembly members.
E. Persons appointed to fill a vacancy shall serve until the next regular election, at which
time a successor shall be elected to fulfill the remainder of the unexpired term of office. (Ord.
FY2005 -07 §4 (part), 2004; Ord. 98 -02 §4 (part), 1998; Ord. 90 -18 §2, 1990; Ord. 79 -11 -0
(part), 1979; Ord. 74 -6 -0 §5, 1974; prior code Ch. 2 subch. 2 §5).
2.17.040 Organization and deputy presiding officer.
A. Organization: The assembly shall annually, at the November meeting, elect from its
members a deputy presiding officer to serve at the assembly's pleasure.
B. Election of the deputy presiding officer of the assembly shall be in the following manner:
1. as the first order of new business, nominations for deputy presiding officer shall be
opened.
2. nominations may be made by any member of the assembly.
3. at the close of nominations, a ballot shall be taken. The clerk shall distribute, collect,
and with the assistance of one (1) other person, tally the ballots. The clerk shall announce the
results.
4. a majority vote of the assembly shall be required for election.
5. if no majority is cast for any candidate, the candidate with the fewest ballots shall be
dropped from the list of candidates until there are two (2) remaining and balloting shall continue
until one (1) candidate is elected.
C. Deputy presiding officer: The deputy presiding officer shall preside as the chair at
assembly meetings in the absence of the mayor. If at any meeting the deputy presiding officer is
not present, or is unable to act, the senior assembly member present shall preside as the chair.
(Ord. FY2005 -07 §5 (part), 2004; Ord. 98 -02 §4 (part), 1998; Ord. 86- 13 -0(A) §3(part), 1986).
C - ro „z, - V ( (1 ILL
COMMUNITY ACTIVITIES:
3.
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Signature
Kodiak Island Borough
Office of the Borough Clerk
710 Mill BayRoa;
Phone (907) 486-9310 Fax O 486-9391
Kodiak, Alaska 9910 r 1,
ASSEMBLY APPLICATION
4.
Date
Br Rni_ufl
NAME: r7t
HOME PHONE: - - i i 1, WORK: 5A h-kt CELL NO: VC)7-51 U 41c2.3
E -MAIL: j G�, CLA . 1F� ir ?, e.�. i t , Can -
STREET ADDRESS: J l CI, f f--... f - r N
MAILING ADDRESS: 60)(._ 556 �J
LENGTH OF RESIDENCE IN KODIAK: 35•Jr 5; IN ALASKA: - 551 ,
ARE YOU A REGISTERED VOTER IN KODIAK? t YES (,../)/ NO ( )
ARE YOU A PROPERTY OWNER IN KODIAK? YES ( NO
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PROFESSIONAL ACTIVITIES: I / '
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AREA OF EXPERTISE AND/OR EDUCATION: / L / ��
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I AM INTERESTED IN SERVING ON THE FOLLOWING BOARD(S) (List in order of preference)
1. 6, r 6 c,t_� G_ �-�� �� 2.
A resume or letter of interest may be attached, but is not required. This application will be kept on file for one year.
Please return the application by the advertised deadline.
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Voter ID No Verified B
Applicant's Residence;
Date Appointed:
Term Expires on:
Comments:
- STAFF USE ONLY -
Documentation:
Appointment Letter
Roster:
Oath of Office:
Financial Disclosure:
ASSEMBLY APPLICATION
NAME: ZoR, z— Le e A RA/ d D -
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HOME PHONE: V8‘ - 6 4''6 WORK: -- CELL NO:
E -MAIL: Jo i-na, sc t-nd cr a LG , n e '"
STREET ADDRESS: .3/ 3, A 2 c t, c 7 rrr
MAILING ADDRESS: ier,Sofc a e 9 /r cd / /1K 9 F6
LENGTH OF RESIDENCE IN KODIAK: y rS
ARE YOU A REGISTERED VOTER IN KODIAK?
ARE YOU A PROPERTY OWNER IN KODIAK?
COMMUNITY ACTIVITIES: i a A P hei r, ; D r (en' "e
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PROFESSIONAL ACTIVITIES:
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AREA OF EXPERTISE AND /OR EDUCATION:
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I AM INTERESTED IN SERVING ON THE FOLLOWING BOARD(S) (List in order of preference)
1.
3.
Kodiak Island Borough
Office of the Borough Clerk
710 Mill Bay Roa
te
Kodiak, Alaska 996 , I; 1
Phone (907) 486 -9310 Fax ( 46-9391
EMAIL: n'avier kodia,_ , us DEC 1 9
IN ALASKA:
YES M
YES (X
�a -/7-D7
Date
NO ( )
NO ( )
,€ e re
A resume or letter of interest may be attached, but is not required. This application will be kept on file for one year.
Please return the application by the advertised deadline.
4.
r
Voter ID No Verified By:
Applicant's Residence; Bore+e (4) City ( )
Date Appointed:
Term Expires on:
Comments:
- STAFF USE ONLY -
Documentation:
Appointment Letter:
Roster:
Oath of Office:
Financial Disclosure:
sf U)1 L>t I S AND 1'C83
.I;I ti OFFICE
f (-WWII TO: �.
_ MAYOR
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TO:
FROM:
RE:
DATE:
Mayor and Borough Assembly
Melvin M. Stephens, II ) .27
Ordinance 2008 -11
December 27, 2007
MELVIN M. STEPHENS, II
A PROFESSIONAL CORPORATION
ATTORNEY AT LAW
104 CENTER AVENUE, SUITE 206
P.O. BOX 1129
KODIAK, ALASKA 99615
TELEPHONE (9071 486 -3143
MEMORANDUM
I ask that the following be read into the record during the audience comment portion of the
Special Meeting of the Borough Assembly scheduled for this evening, December 27, 2007 and
otherwise made a part of the official record of that meeting.
On December 6 Ordinance 2008 -11 came before you for a public hearing, following which
a motion to pass it was defeated by a vote of 2 ayes and 3 noes. I was present at that meeting and
observed Pat Branson and Chris Lynch to cast the aye votes. I also observed that neither of them
sought to change their votes before the clerk announced the result of that vote. The Assembly then
took a break and I left the meeting at that time.
On December 20 the assembly purposed to reconsider the December 6 vote on Ordinance
2008 -11, following which that ordinance was amended and passed. The motion to reconsider was
made by Pat Branson and was based upon an affidavit signed by Ms. Branson claiming that she was
on the prevailing side of the December 6 vote.
In this connection I am told that, upon returning from the break taken at the December 6
assembly meeting, Ms. Branson announced that she wished to change her vote on Ordinance 2008 -11
from "aye” to "no." This violated Section 2.17.070.F.3 of the Borough Code, which reads, in
relevant part:
no member shall be allowed to explain his vote or discuss the
question while the "ayes" and "noes" are being called but may change
his vote between the time of calling for the vote by the clerk and the
announcement of the result by the chair or the clerk.
Because Ms. Branson's attempt to change her vote on Ordinance 2008 -11 violated an explicit
provision of the Borough Code, she could not legitimately be considered to have voted on the
prevailing side when the motion to pass this ordinance was defeated on December 6. Accordingly,
she was not eligible to bring a motion to reconsider that motion. Section 2.17.070.N of the Borough
Code governs this issue and reads, in relevant part:
-2- October 4, 2007
An assemblymember may make a motion to reconsider only if:
1. the assemblymember voted with the prevailing side on the question to be
reconsidered.
Since the assembly's actions on December 20 in purportedly passing a motion to reconsider
the defeat of Ordinance 2008 -11 violated the above- quoted provisions of the Borough Code, it's
subsequent action in purporting thereafter to pass Ordinance 2008 -11 in an amended form was
likewise improper.
Please take action at your next regular meeting to correct the situation created by the
unauthorized actions taken with respect to Ordinance 2008 -11 at the regular assembly meetings of
December 6 and 20.
TITLE:
Contract No. FY2008 -22 Mass Appraisal Database and Data Conversion Services
Contract.
SUMMARY:
The Kodiak Island Borough assessing department currently maintains property records in an
electronic database called Kb Systems. This system is obsolete, unable to calculate property values,
and has no technical support from the manufacturer. Property records can only be updated by
posting override values one property at a time, and should the system fail the assessing department
would be unable to carry out its essential functions.
KIB issued an RFP on June 15th of this year soliciting proposals for a replacement system. Six
proposals were received and each was reviewed by the assessor for compliance with the response
requirements set forth in the RFP. Each company was evaluated for financial stability by reviewing
financial statements in the proposals along with D&B reports. Each proposal was then reviewed and
given a score by each member of our evaluation team, consisting of staff from all borough
departments. Ratings were given for Software Track Record, Extent to Which Software Meets
System Requirements, Vendor Management and Support Capacity, and Cost. The two lowest -rated
proposals were eliminated. The four remaining companies were invited to KIB offices to demonstrate
their products and staff interviewed everyone on each company's reference list. Assessing and MIS
staff identified two companies as finalists and conducted onsite visits to existing system users in
Washington state and Texas. This concluded the evaluation process and staff felt confident in
selecting True Automation of Plano, Texas for the contract.
True Automation proposes to provide and install a new database called PACS, and to convert all
existing records from the legacy system. True Automation further proposes to complete the GIS
base map layer to include all properties within KIB boundaries, and to synchronize this map with
property records in the assessing department database, thus enabling access to all borough
departments through a local area network and access to the public through a web interface. The
PACS database will increase the efficiency and accuracy of the assessing department by enabling
table- driven land values, mass property updates including annually updated cost and depreciation
estimates, comparable sales and income models, complete description of all vessels, aircraft and
taxable business assets, and comprehensive tracking and processing of property exemption
programs.
True Automation proposes to provide and install a new tax billing and collections software program
which is fully compatible with the PACS database and will enable the finance department to
calculate tax bills based upon the certified assessed values, track payments and delinquencies, and
calculate penalties and interest in real time.
Staff recommends approval of the contract.
FISCAL NOTES:
Account No.: Fund 410
Amount Budgeted: $400,000
Expenditure Required: $342,628
APPROVAL FOR AGENDA:
KODIAK ISLAND BOROUGH
AGENDA STATEMENT
DECEMBER 27, 2007 SPECIAL MEETING
ITEM NO. 3_C
RECOMMENDED MOTION: Move to authorize the manager to execute Contract No. FY2008 -22
with True Automation of Plano, Texas in the amount not to exceed $342,628.
TRUE AUTOMATION MASTER LICENSE AND SERVICES AGREEMENT
This Master License and Services Agreement (this "Agreement ") is made and entered into effective this ( "Effective Date ") by and between
True Automation, Inc., a Texas corporation ( "TRUE AUTOMATION ") FID # 75- 2737469 and Kodiak Island Borough, Alaska ( "Licensee ").
1. PURCHASE ORDERS.
1.1. Licensee may issue to TRUE AUTOMATION written
purchase orders identifying the Licensed Software (as defined
below) and services Licensee desires to obtain from TRUE
AUTOMATION. Such purchase orders shall be consistent with
the terms and conditions of this Agreement. It is the parties'
intent that the initial version of each purchase order shall be
generated by TRUE AUTOMATION. TRUE AUTOMATION shall
accept any mutually agreeable purchase orders or alterations
thereto which do not establish new or conflicting terms and
conditions from those set forth in this Agreement and the
exhibit(s) attached hereto or entered into pursuant to the terms
of this Agreement. In the event of a conflict between the terms
of this Agreement and a purchase order, the applicable terms of
this Agreement shall prevail over the conflicting terms of such
purchase order. TRUE AUTOMATION may reject a purchase
order that does not meet the conditions described above by
promptly providing to Licensee a written explanation of the
reasons for such rejection. In order to be valid, all purchase
orders submitted by Licensee must be substantially in the form of
Purchase Order 1 attached hereto and shall be executed by
authorized representatives of each party prior to taking effect.
Purchase orders or alterations thereto accepted in accordance
with this Section are referred to herein as "Purchase Orders."
Each executed Purchase Order shall be attached hereto and
incorporated herein as Purchase Order 1, 2, et seq.
2. LICENSE.
2.1. Grant of License. Subject to the terms of this
Agreement and any applicable Purchase Order, TRUE
AUTOMATION hereby grants to Licensee a non - exclusive, non-
transferable, non - sublicenseable, restricted license to use for
internal purposes (the "License ") during the license term
specified in such Purchase Orders (the "License Period "), the
object code for the TRUE AUTOMATION Property Appraisal and
Collections System ( "PACS ") software (the "Licensed
Software "). The Licensed Software may be used only by
Licensee during the applicable License Period. The License
permits named users designated by Licensee in Purchase
Orders ( "Authorized Users ") to use the Licensed Software.
2.2. Prohibited Uses. Licensee may not (i) transfer all or
any portion of the Licensed Software to a different computer
configuration or permit use by third parties or other functionally
independent business units affiliated with Licensee or Affiliates of
Licensee, (ii) reinstall or use the Licensed Software or
documentation following the expiration or termination of this
Agreement unless it enters into an additional license agreement
with TRUE AUTOMATION, (iii) attempt to circumvent any
technical devices of the License Software that are directed at, or
have the effect of, enforcing the terms of this Agreement, (iv)
make copies of the Licensed Software, or (v) modify, create
derivative works, translate, decompile or create or attempt to
create, by reverse engineering or otherwise, the source code
from the object code supplied to Licensee. Licensee may not
remove, modify or obscure any copyright, trade secret,
confidentiality, trademark, service mark or other proprietary
rights, notice or legend on any copy of the Licensed Software,
the media on which it is contained, or related data,
documentation or other materials. An "Affiliate" shall mean any
person or entity that controls, is controlled by, or is under
common control with another (with "control" meaning ownership
of 50% or more of the voting control of any person or entity).
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 1 of 16
2.3 Designated Hardware. The Licensed Software may be
used only on the Designated Hardware referenced in any
Purchase Order or attachment thereto, at the location(s) specified
in such Purchase. Order
3. Services.
3.1. Professional Services. TRUE AUTOMATION shall
provide professional services ( "Services ") as described in
Purchase Orders to assist with data conversion, system
implementation and configuration, customization, and installation,
or in connection with other activities as may be described in
Purchase Orders. Subject to the mutual agreement of the parties
in a Purchase Order, TRUE AUTOMATION personnel will perform
these Services at the rate and charges set forth in such Purchase
Order, plus applicable travel, meal and lodging expenses.
3.2. Maintenance and Support Services. True Automation
shall provide maintenance and support services ( "Maintenance ")
as described in Purchase Orders to (i) maintain the Licensed
Software in conformance with its documentation, , (ii) provide to
Licensee all bug fixes, updates, upgrades and patches for the
Licensed Software that are generally released to TRUE
AUTOMATION's Maintenance customers, and (iii) to provide
technical phone support and other services as described in
Purchase Orders. The fees for Maintenance shown in Purchase
Orders include one year of Maintenance, and shall be invoiced to
Licensee upon completion of the final implementation of the
Licensed Software. Thereafter, unless terminated by Licensee
upon sixty (60) days written notice, the fees for Maintenance shall
be invoiced at the same rate as the previous Maintenance term,
subject to annual increases not to exceed 10 %. In the event
Licensee fails to renew Maintenance for two consecutive years, the
License will terminate in accordance with Section 7 herein. If
Licensee ceases paying for Maintenance as described herein,
TRUE AUTOMATION shall continue to provide support for the
Licensed Software for up to (1) one year (the "Grace Period "), but
will not provide to Licensee any updates or enhancements to the
Licensed Software during such Grace Period. In the event
Licensee does not pay for all outstanding and accrued fees for
Maintenance after the Grace Period, the License and Maintenance
will terminate, and TRUE AUTOMATION will have no further
obligation to provide such Maintenance services. Licensee
understands and agrees that if Licensee discontinues and then
resumes the use of Maintenance, Licensee will be required to pay
TRUE AUTOMATION the entire Maintenance fees for the period of
discontinuance, plus the Maintenance fees then commencing.
Unless otherwise set forth in an applicable Purchase Order,
support calls for Maintenance will be provided during normal
business hours, and will be responded to in a maximum of 2 hours
from the time the call was placed.
3.3. Insurance. During the term of this Agreement, TRUE
AUTOMATION shall, at its sole cost and expense, secure and
maintain workers' compensation insurance in amounts as required
by the applicable statutes, employer's liability insurance in a
minimum amount of $500,000; commercial general liability
insurance in a minimum amount of $1,000,000; and professional
liability (errors and omissions) insurance in an amount not less
than $1,000,000. TRUE AUTOMATION shall furnish to Licensee
certificates of insurance reflecting policies in force as requested by
Licensee.
4. Fees and Expenses.
4.1. In consideration for the License and the Services and
Maintenance to be provided by TRUE AUTOMATION, Licensee
shall pay the fees to TRUE AUTOMATION within thirty (30) days
of the date of the invoice, unless otherwise provided in the
Purchase Order. Thereafter, all past due balances shall accrue
interest at the rate of 1% per month. Licensee shall reimburse
TRUE AUTOMATION for all pre- approved reasonable travel,
meals, lodging and other out of pocket expenses incurred by
TRUE AUTOMATION in connection with providing Services
described in Purchase Orders.
5. Proprietary Rights and Confidentiality.
5.1. Licensee understands and agrees that the Licensed
Software and related data, documentation, and other materials
(the "Proprietary Information ") are confidential and that TRUE
AUTOMATION has and will have exclusive intellectual property
and other proprietary rights in such Proprietary Information
including, but not limited to, patent, copyright, trademark, service
mark, trade name rights in any jurisdiction in the world whether
registered or at common law (including registrations for and
applications to register the same) and trade secrets (collectively,
the Proprietary Rights ").
Licensee acknowledges and agrees that no title or ownership of
the Licensed Software or any of the Proprietary Rights is
transferred to Licensee by this Agreement and that the Licensed
Software and all Proprietary Rights are and will remain the
exclusive property of TRUE AUTOMATION. Except as
otherwise expressly set forth in any Purchase Order, True
Automation shall own all right, title, and interest in and to all
Deliverables that are written or created by True Automation
personnel alone or jointly with Licensee or third parties in
connection with this Agreement. "Deliverable" shall mean any
work product, software, co- development, analysis, or other
deliverable(s) produced for or delivered to Licensee under this
Agreement in connection with a Purchase Order.
5.2. Licensee agrees not to make any claim or
representation of ownership of any of the Licensed Software and
all related data, documentation and other materials, including
any Deliverables. Subject only to the rights expressly granted to
Licensee under this Agreement according to the non - exclusive
License herein, all rights, title and interest in and to the Licensed
Software including without limitation the Proprietary Rights will
remain with and belong exclusively to TRUE AUTOMATION.
This is a software license agreement and not an agreement for
the sale of the Licensed Software.
5.3. Licensee agrees to keep all Licensed Software
(including all related data, documentation and other materials)
and other confidential information of TRUE AUTOMATION
confidential and agrees not to sell, assign, distribute or disclose
any Licensed Software or any portion of the Licensed Software
to any other person or entity. Licensee agrees to advise its
employees, agents and consultants of the confidential and
proprietary nature of the Licensed Software (including all related
data, documentation and other materials) and of the restrictions
imposed by this Agreement, and agrees to confine access to
Licensee's employees, agents and consultants solely on a need -
to -know basis, subject to all restrictions imposed by this
Agreement.
5.4. TRUE AUTOMATION agrees to keep confidential all of
Licensee's confidential information, and agrees not to sell,
assign, distribute or disclose any such confidential information to
any other person or entity. TRUE AUTOMATION agrees to
advise its employees, agents, and consultants of the confidential
and proprietary nature of such confidential information and of the
restrictions imposed by this Agreement, and agrees to confine
access to TRUE AUTOMATION's employees, agents and
consultants solely on a need -to -know basis, subject to all
restrictions imposed by this Agreement. Upon termination of this
Agreement, TRUE AUTOMATION will make commercially
reasonable efforts to provide Licensee's data and confidential
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 2 of 16
information in the specific electronic formats as requested by
Licensee.
5.5. The provisions of this Section 5 apply to the Licensed
Software as originally delivered by TRUE AUTOMATION and as
modified or otherwise enhanced and to any data, documentation,
other materials and information regarding the Licensed Software
that has been given to Licensee prior to the Effective Date, and
apply to Licensee and to all employees, agents, consultants and
Affiliates of Licensee.
5.6. Licensee agrees to assist TRUE AUTOMATION in
stopping and preventing any possession or use of the Licensed
Software (including all related data, documentation and other
materials) by any person or entity not authorized by this
Agreement to have such possession or use, and will cooperate
with TRUE AUTOMATION in any litigation that TRUE
AUTOMATION determines is reasonably necessary to protect the
Proprietary Rights.
5.7. The parties agree that any breach of the provisions of
this Section 5 will cause substantial damages, that the amount of
such damages is difficult to determine with precision, and that any
remedies at law for such a breach will entitle the owner of the
confidential information or Proprietary Information as the case may
be, in addition to any other remedies it may have, to temporary and
permanent injunctive and other relief, without the necessity of
posting bond or proving actual damages.
6. Warranty and Limitation of Liability
TRUE AUTOMATION warrants that the Licensed Software will
perform in accordance with its intended purpose for the operation
and administration of ad valorem taxation functions under the Laws
of the State of Alaska and will perform all such functions to the
satisfaction of the Licensee. Licensee's sole remedy for a breach
of the express warranties in this section shall be repair or
replacement of the Licensed Software or reperformance of any
applicable Services within a reasonable time, or termination of the
contract in accordance with the provision of paragraph 7 below.
TRUE AUTOMATION MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE LICENSED
SOFTWARE OR ANY SERVICES TO BE PROVIDED UNDER
THIS AGREEMENT OR ANY APPLICABLE PURCHASE
ORDER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, IN FACT OR IN LAW, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON - INFRINGEMENT OR FITNESS FOR
A PARTICULAR PURPOSE. TRUE AUTOMATION DOES NOT
WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT
INTERRUPTION OR BE ERROR FREE. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY
APPLICABLE PURCHASE ORDER, TRUE AUTOMATION HAS
NO DUTY TO UPDATE, MAINTAIN OR PROVIDE ANY
ENHANCEMENTS FOR THE LICENSED SOFTWARE. EXCEPT
FOR DAMAGES ARISING FROM THE BREACH OF EITHER
PARTY'S INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS OR THE CONFIDENTIAL OBLIGATIONS SET FORTH
HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
OR ANY THIRD PARTY FOR DAMAGES IN EXCESS OF ANY
AMOUNTS ACTUALLY PAID TO TRUE AUTOMATION
HEREUNDER, INCLUDING WITHOUT LIMITATION, SPECIAL,
CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY
DAMAGES, LOST PROFITS OR LOST SAVINGS, EVEN IF THE
PARTY OR PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
7. Term and Termination
7.1. The term of this Agreement shall begin on the Effective
Date and continue for one (1) year unless earlier terminated in
accordance with the terms hereof. This Agreement shall
automatically renew for additional twelve (12) month terms unless
Licensee provides TRUE AUTOMATION written notice of its intent
not to renew ninety (90) days prior to the expiration of the then-
current term. In the event that either party fails at any time to
comply with any of its obligations under this Agreement and fails
to cure such breach within thirty (30) calendar days after the
giving of a written notice of termination that describes in
reasonable detail the alleged breach, the other party may
terminate this Agreement effective on the 31 "` day after the
original written notice of termination for cause was given if cure
is not made or if some interim arrangement has not been
reached between the parties during the 30 -day cure period. If
Licensee intentionally and materially breaches TRUE
AUTOMATION'S Proprietary Rights in and to the Licensed
Software, TRUE AUTOMATION may terminate this Agreement
immediately upon written notice to Licensee. Upon termination,
Licensee shall immediately destroy all copies of the Licensed
Software, and certify to True Automation that it has retained no
copies of the Licensed Software. Upon termination, regardless
of the reason for termination, Licensee shall pay TRUE
AUTOMATION all undisputed Fees or expenses then due or
incurred up to the time of termination. The rights and
responsibilities of the parties pursuant to paragraphs 2.2, 4, 5,
the limitation of liability provisions of paragraph 6, and paragraph
8 shall survive the expiration or termination of this Agreement.
8. Miscellaneous
8.1. Licensee will pay all taxes and import and export
duties that are applicable to this Agreement including, but not
limited to, sales, use, excise and personal property taxes, but
excluding taxes based solely on TRUE AUTOMATION's net
income. All payments made under this Agreement must be made
in U.S. Dollars.
8.2. Neither party will be liable for any failure to comply
with or delay in performance of this Agreement where failure or
delay is caused by or results from any events beyond its control,
including but not limited to, fire, flood, earthquake, accident, civil
disturbances, acts of any governmental entity, war, shortages,
embargoes, strikes (other than those occurring in the workforce
of the party claiming relief, or the workforces of its
subcontractors), transportation delays, or acts of God.
8.3. This Agreement will inure to the benefit of and be
binding upon the parties and their respective successors and
permitted assigns; provided however, that (i) Licensee may not
assign or otherwise transfer this Agreement or any of its rights
and /or obligations hereunder without the prior written consent of
TRUE AUTOMATION, and (ii) TRUE AUTOMATION may only
transfer or assign its rights and obligations under this Agreement
to an Affiliate in connection with a merger or acquisition or in
connection with a corporate reorganization, and such Affiliate
agrees to be bound by the terms and conditions of this
Agreement.
8.4. TRUE AUTOMATION will maintain copies of all
Licensed Software source code in English, in an escrow account
for the term of this Agreement. TRUE AUTOMATION agrees to
name Licensee as a third party beneficiary in the escrow
agreement ( "Escrow Agreement "). The information and
materials to be kept in escrow will be specifically identified and
listed in an attachment to the Escrow Agreement, will be
maintained in a media safe environment for the benefit of
Licensee, and will include the most current version used by the
Licensee of the following: (a) the source code for the Licensed
Software, and (b) all documentation, tools and utilities related
thereto as well as all necessary and available technical
information which will enable Licensee to maintain the Licensed
Software. The Escrow Agreement will provide for, among other
items, the release of the list of items covered by the Escrow
Agreement upon the occurrence of and of the following events:
the commission by TRUE AUTOMATION of any act of
bankruptcy within the meaning of the Federal Bankruptcy Act or
if bankruptcy, receivership, insolvency, reorganization,
dissolution, liquidation, or other similar proceedings shall be
instituted by or against TRUE AUTOMATION or all or any
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 3 of 16
substantial part of its property under any federal or state law and, if
against TRUE AUTOMATION, such proceeding shall not be
dismissed within sixty (60) days. TRUE AUTOMATION will
update the escrow so that at all times there is on deposit the most
current version of the Licensed Software used by Licensee and all
related supporting materials. Upon release of the deposit material,
Licensee agrees that (a) TRUE AUTOMATION retains ownership
of the material, (b) the deposit material is licensed to Licensee
subject to the restrictions of this Agreement, (c) Licensee may not
remove or destroy any proprietary markings or legend placed upon
or contained with the deposit material, (d) Licensee may not
market, sell, lend, rent lease or otherwise externally distribute the
deposit material, Licensee may not provide, publish, disclose or
otherwise make available the deposit material to any third party not
permitted by this Agreement to use the Licensed Software, (e)
Licensee shall hold the deposit material of TRUE AUTOMATION in
strict confidence and not make any disclosure except as necessary
for its use thereof, and (f) except when actually being utilized for
the sole purpose of continuing the benefits afforded to Licensee by
the Agreement, keep the deposit material in a highly restricted,
limited access area with access thereto limited to designated
personnel of Licensee who have a need to use the deposit material
for the purposes permitted hereunder for the duration of time as
necessary to complete such permitted purpose. A copy of the
Escrow Agreement shall be delivered to Licensee within thirty (30)
days from the Effective Date. True Automation shall also provide
to Licensee the name and mailing address for the company
serving as the Escrow. The Escrow Agreement shall state that it
may not be terminated by any party without at least thirty (30) days
advance notice to Licensee
8.5. This Agreement constitutes the full and complete
understanding and agreement of TRUE AUTOMATION and
Licensee and supersedes all prior negotiations, understandings
and agreements pertaining to the subject matter of this Agreement.
This Agreement will be supplemented by one or more Purchase
Orders, which will be deemed to be part of this Agreement when
signed by each party.
8.6. No delay, omission or failure to exercise any right or
remedy under this Agreement will be deemed to be a waiver of
such right or remedy or acquiescence to the event giving rise to
such right or remedy, but every such right and remedy may be
exercised from time to time and so often as may be deemed
expedient by the party exercising such right or remedy.
8.7. TRUE AUTOMATION and Licensee are independent
contractors with respect to one another under this Agreement, and
neither one is a partner, joint venturer, employee, agent or legal
representative of the other for any purpose.
8.8. This Agreement will be governed by and construed in
accordance with the laws of the United States and the State of
Alaska without respect to conflict of laws principles. The parties
hereby irrevocably consent to the exclusive jurisdiction of the State
and Federal District Courts for Collin County in Plano, Texas for
the commencement or maintenance of any action between the
parties arising hereunder. The parties agree that the United
Nations Convention on Contracts for the International Sale of
Goods (1980) is specifically excluded from application to this
Agreement.
8.9. In the event that any provision of this Agreement is held
to be illegal, invalid or unenforceable, under present or 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.
8.10. This Agreement will become effective only upon
execution of this Agreement by an authorized officer of TRUE
AUTOMATION and Licensee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
TRUE AUTOMATION, INC. Kodiak Island Borough, Alaska
Address: 2600 Technology Drive
Ste. 900
Plano, Texas 75074
Address: 710 Mill Bay Road
Kodiak, AK 99615
By: By:
Name: Osvaldo Morales Name: Rick Gifford
Title: President and CEO Title: Borough Manager
Effective Date: Effective Date:
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 4 of 16
5. Customer Requirements.
6. Licensed Software Fees.
7. Hardware Fees
8. Professional Services and Fees.
Purchase Order 1
PACS Software, Installation and Training
This Purchase Order to the True Automation Master License and Services Agreement ( "Agreement ") is made and entered into on
this effective date by and between True Automation, Inc., a Texas corporation ( "TRUE AUTOMATION ") and Kodiak Island
Borough. AK ( "Licensee ") pursuant to the terms of the Agreement. Capitalized terms used but undefined in this Purchase Order
shall have the meanings assigned to them in the Agreement.
1. Start Date. The Start Date for this License shall be upon installation of PACS Appraisal and Collection software no later
than 7/1/2008.
2. Licensed Software. PACS Appraisal TM & PACS Collections TM
3. License Period. The License Period shall be one (1) year from the Start Date, and shall renew for successive 12 month
periods if the Agreement has not been terminated as provided therein.
4. Termination: Licensee may, at any time during the maintenance term, exit the maintenance contract with sixty (60) days
written notice to Licensor. All fees owed to Licensor must be fully paid before Licensee is released from this agreement.
A. TRUE AUTOMATION will assure proper configuration of all hardware and related equipment and devices owned by
the Licensee prior to the execution of this Purchase Order, and assure such hardware is compatible with the Licensed
Software.
B. In order that Licensee is assured proper access to the Licensed Software, TRUE AUTOMATION requires that
Licensee maintain a certain computing and networking environment as set forth in the Hardware and LAN
Requirements section that appears later in this document.
C. TRUE AUTOMATION will assure proper configuration of all hardware and related equipment and devices which the
Licensee may acquire subsequent to the execution of this Purchase Order which is not purchased from or through
TRUE AUTOMATION or not recommended or specified by TRUE AUTOMATION pursuant to the terms of this
Purchase Order, and assure such hardware is compatible with the Licensed Software.
D. TRUE AUTOMATION will establish adequate operating methods for the Licensed Software.
E. Licensee will implement procedures sufficient to satisfy its obligations for security under the Agreement, including
appropriate control of its employees to prevent misuse, unauthorized copying, modification, or disclosure of the
Licensed Software.
F. Acquisition of Data for Conversion: At the initiation of the conversion process and installation of TRUE
AUTOMATION'S software it may be necessary for TRUE AUTOMATION to review, inspect or request data in a
software system managed or owned by a third party vendor. It is Licensee's responsibility to procure, receive
authority and /or obtain such data as requested by TRUE AUTOMATION. Licensee agrees to indemnify TRUE
AUTOMATION for any liability for damages to a third party vendor involving claims of use or misuse or access to
confidential and /or privileged information by TRUE AUTOMATION but only to the extent that such damages resulted
from the actions of Licensee. TRUE AUTOMATION will not be held responsible for any delays in Licensee's failure to
procure the requested data or receive third party vendor authority for access by TRUE AUTOMATION.
Licensee shall pay TRUE AUTOMATION a one -time license Fee as specified in EXHIBIT A and will follow the payment
schedule as detailed later in this document.
TRUE AUTOMATION shall provide hardware as specified in EXHIBIT A and Licensee will follow the payment schedule as
detailed later in this document.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 5 of 16
Purchase Order 1
PACS Software, Installation and Training
A. TRUE AUTOMATION will provide the following Professional Services for data conversion, implementation, and
training:
Proiect Scoping: This consists of performing the following services: (a) develop a project scope document (b)
develop a project implementation document the details the installation of the system with a preliminary
installation date.
ii. Data Conversion: This consists of performing the following services: (a) pre- conversion meeting between TA's
analyst performing the conversion and the client's technical staff to discuss file layouts and other data related
issues that may be of importance. (b) Data conversion will to be performed prior to the scheduled installation
date. Data entry on previous vendor's system must stop during this data conversion phase. (c) Data validation
by the client staff to allow client personnel to evaluate the converted data. Data placed in incorrect locations will
be adjusted and re- converted. (d) If necessary, a final conversion will be performed a few days prior to
installation date and data will be re- validated.
a. Appraisal Data Conversion Dependencies: The appraisal conversion will include the current year's
appraisal data and up to ten (10) years of historical data. Years contracted are defined in EXHIBIT A.
The historical data conversion is only possible if prior year's record layouts or table schemas are
sufficiently the same format as the current year and follows the same business rules. If the historical
data format is not sufficiently similar to the current year's format, TRUE AUTOMATION may propose a
separate purchase order for this historical data conversion.
b. Collections Data Conversion Dependencies: The collections conversion will include delinquent only
information. If payment history is desired, there are two (2) options: (a) If the payment history is
desired for reference -only, read -only, or for printing -only, the data can be converted into a flat file and
records can be viewed from within a property record. (b) If the payment history is desired as active
data that can be manipulated such as voiding receipts paid in the previous system, etc, then the
payment history data must be provided with sufficient detail for proper conversion, including the
breakdown of penalty and interest for each portion of levy assessed. Additional fees may apply for
option b above.
Proiect Management: This consists of TA's management staff coordinating and organizing the installation and
conversion efforts to ensure transition is a success.
iv. Product Installation & Data Validation: This consists of product installation management, appraisal data
validation, PACS appraisal product configuration, collections data validation, PACS collections product
configuration.
a. PACS Client Installation and Configuration: This consists of TA's technical personnel visiting the
client's offices and installing and testing the appraisal and tax collection software application on client
machines. Technical staff will at this time also install the PACS database, PACS middle -tier and
client's data on the server including PC installation and configuration.
b. PC Software Installation Dependencies: The initial installation of PACS software on customer's PC will
require the use of IT personnel. TA technical staff will train local IT personnel for this purpose. The
client or desktop and server hardware must meet minimum specifications as outlined in the "Hardware
and LAN Requirements" attached hereto.
v. Server Installation and Configuration: This consists of TA's technical personnel installing and configuring the
server and all other computer hardware described in EXHIBIT A - attached hereto including, but not limited to
the following (a) installing and configuring Windows Server (b) installing and configuring backup software (c)
installing and configuring Dynamic Host Configuration Protocol (DHCP) services (d) installing and configuring
Remote Access Services (RAS) (e) installing and configuring Internet Information Server (IIS) services (f)
installing and configuring MS SQL Server (g) installing and configuring internet connectivity and related fire -wall
software. (h) Installing and configuring print services, printer drivers, network printers and monitoring software
(i) adding all users
vi. Product Training: This consists of TA's Product Specialists to conduct onsite training in several areas including
(a) Basic Windows training (b) Appraisal product training if applicable (c) Collections product training if
applicable (d) System Administration training (e) Windows Server Administration and troubleshooting training.
The number of training days and topics are shown in EXHIBIT A.
B. Professional Services Fees — TRUE AUTOMATION will provide professional services outlined in EXHIBIT A at the
rate indicated in the same exhibit.
C. Acceptance of Conversion: The conversion shall be accepted by Licensee after TRUE AUTOMATION presents
Licensee with sufficient summary totals and reports that validate that all data has been converted. Following
acceptance and for a period not to exceed 90 days, TRUE AUTOMATION warrants that it will correct any conversion
defects identified by the Licensee. Licensee must inform TRUE AUTOMATION in writing of these defects. TRUE
AUTOMATION has 30 days to correct defect or to propose an alternative solution that is acceptable to Licensee.
9. Hardware and LAN Requirements — The PACS product is a 32 -bit N -Tier application and as such has some minimal
hardware requirements.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 6 of 16
Purchase Order 1
PACS Software, Installation and Training
A. Client System
i. 1 GHz 32 -bit (x86) or 64 -bit (x64) processor
ii. 100mb Available Disk (15 GB of available
iii. Windows XP Professional with latest service updates
iv. 1 GB RAM Memory
v. 10 /100Mb Ethernet Card
vi. 17" Monitor —1024 x 768 resolution
B. Server System
i. Xeon Class Processor — 1 ghz or greater
ii. Memory — 16mb per 1000 properties plus 8mb per client
iii. Disk space — 100mb per 1000 properties (1gb minimum)
iv. Tape backup system
v. 10 /100mbEthernet card / CD -Rom
vi. 15" Monitor
vii. Windows 2003 Server Edition with latest service updates
viii. SQL Server 2005
C. LAN Requirements - The PACS product also requires a Local Area Network (LAN) infrastructure to be in place for
proper operation. All cable -drops must be Category 5 or better certified throughout the building.
10. Payment Schedule — PACS solution costs will be divided into four (4) payments upon the occurrence of the events
specified below.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 7 of 16
Event
Approximate
Date
Amount
Payment #1
PACS Software
January, 2008
$ 35,500
Upon execution of this contract and delivery of
PACS Software CD
Payment #2
Hardware & Third -Party Software
February, 2008
$ 36,538
Upon delivery of hardware and third -party software
Payment #3
Professional Services Part 1
May, 2008
$ 96,465
Upon completion of the hardware installation &
commencement of product installation and training.
Payment #4
Professional Services Part 2
June, 2008
$ 96,465
Upon completion of product training and
acceptance of product
Total
$ 264,968
Purchase Order 1
PACS Software, Installation and Training
A. Client System
i. 1 GHz 32 -bit (x86) or 64 -bit (x64) processor
ii. 100mb Available Disk (15 GB of available
iii. Windows XP Professional with latest service updates
iv. 1 GB RAM Memory
v. 10 /100Mb Ethernet Card
vi. 17" Monitor —1024 x 768 resolution
B. Server System
i. Xeon Class Processor — 1 ghz or greater
ii. Memory — 16mb per 1000 properties plus 8mb per client
iii. Disk space — 100mb per 1000 properties (1gb minimum)
iv. Tape backup system
v. 10 /100mbEthernet card / CD -Rom
vi. 15" Monitor
vii. Windows 2003 Server Edition with latest service updates
viii. SQL Server 2005
C. LAN Requirements - The PACS product also requires a Local Area Network (LAN) infrastructure to be in place for
proper operation. All cable -drops must be Category 5 or better certified throughout the building.
10. Payment Schedule — PACS solution costs will be divided into four (4) payments upon the occurrence of the events
specified below.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 7 of 16
IN WITNESS WHEREOF, the parties
TRUE AUTOMATION, INC.
Address: 2600 Technology Drive
Ste. 900
Plano, Texas 75074
By:
Name: Osvaldo Morales
Title: President and CEO
Effective Date:
Purchase Order 1
PACS Software, Installation and Training
have executed this Purchase Order as of the Start Date.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 8 of 16
Kodiak Island Borough, Alaska
Address: 710 Mill Bay Road
Kodiak, AK 99615
By:
Name: Rick Gifford
Title:
Borough Manager
Effective Date:
Maintenance
Assessor
Treasurer
Extended
A. Yearly Maintenance
$ 21,715
$ 15,438
$ 37,153
B. GIS Appraiser Yearly Maintenance
$2,000
$ 2,000
C. Internet Property Access Data Publishing
$ 1,285
$ 1,285
$ 2.570
D. Property Access ArcIMS Support & Maintenance
$2,625
$ 2,625
E. PenPad Support and Maintenance
$ 1,000
$ 1,000
F. Software Escrow Services — Iron Mountain
Total Annual Maintenance
$ 28,625
$ 16,723
$ 45,348
Purchase Order 2
PACS Appraisal Maintenance and Support
This Purchase Order to the True Automation Master License and Services Agreement ( "Agreement ") is made and entered into on
this effective date by and between True Automation, Inc., a Texas corporation ( "TRUE AUTOMATION ") and Kodiak Island Borough,
Alaska ( "Licensee ") pursuant to the terms of the Agreement. Capitalized terms used but undefined in this Purchase Order shall
have the meanings assigned to them in the Agreement.
1. Maintenance and Support Service Fees and Payment. TRUE AUTOMATION will provide the following Maintenance services:
By:
A. Unlimited phone, Internet, and email support during normal business hours for four (4) contacts.
B. Software updates as needed to correct and repair reported defects in software
C. Software enhancements funded by maintenance agreements with other True Automation clients
D. Software enhancements funded by co- development agreements with other True Automation clients as determined by True
Automation
2. Licensee shall be invoiced in four (4) equal installments at the beginning of each quarter as follows: January 1, April 1, July 1, and
October 1.
3. Fees are broken down as follows:
4. TRUE AUTOMATION may increase the maintenance and support fees only on 120 days' notice to Licensee. The increased
maintenance and support fee shall become effective on the date specified in the notice of the increase.
5. Maintenance term shall begin 30 days after conversion acceptance, customer is live on product and any applicable beta testing term
has expired.
IN WITNESS WHEREOF, the parties have executed this Purchase Order as of the Start Date.
TRUE AUTOMATION, INC. Kodiak Island Borough, Alaska
Address: 2600 Technology Drive
Ste. 900
Plano, Texas 75074
Address: 710 Mill Bay Road
Kodiak, AK 99615
By:
Name: Osvaldo Morales Name: Rick Gifford
Title: President and CEO Title: Borough Manager
Effective Date: Effective Date:
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 9 of 16
Upgrade Assurance
Assessor
Treasurer
Extended
Year 1 — 2008
$8,214
$5,476
$13,690
Year 2 — 2009
$8,214
$5,476
$13,690
Total
$16,428
$10,942
$27,380
This Purchase Order to the True Automation Master License and Services Agreement ( "Agreement ") is made and entered into on
this effective date by and between True Automation, Inc., a Texas corporation ( "TRUE AUTOMATION ") and Kodiak Island Borough,
Alaska ( "Licensee ") pursuant to the terms of the Agreement. Capitalized terms used but undefined in this Purchase Order shall
have the meanings assigned to them in the Agreement.
1. PACS.Net upgrade services. Upon the availability of the upcoming PACS.Net product version, TRUE AUTOMATION will
provide the following services:
A. Communicate with Licensee and establish an agreeable upgrade plan for the implementation of PACS.Net.
B. Perform all upgrade services necessary to migrate Licensee to PACS.Net platform including:
1. Database schema upgrade
2. Stored procedure upgrade
3. Middle -tier upgrade
4. Client -side program upgrades
C. Distribute computer- based - training videos of the new PACS.Net interface for the benefit of Licensee's users.
D. Conduct end -user training onsite at Licensee's office for a maximum of five (5) days.
2. License Fee: None. PACS.Net is an upgrade to the existing PACS AppraisalTM & PACS Collections T/ software. No additional
license fees are due from Licensee.
3. Professional Services Fees: Licensee agrees to pay TRUE AUTOMATION a sum $27,380 for the professional services related to the
migration of Licensee to the new version of the software PACS.Net. This fee is inclusive of travel and lodging expenses.
4. Licensee shall be invoiced for PACS.Net Upgrade Assurance in four (4) equal installments at the beginning of each quarter as follows:
January 1, April 1, July 1, and October 1 and shall extend for two (2) years until sum of all payments equal $27,380.
5. Fees are broken down as follows
6. PACS.Net Upgrade Assurance shall begin on the same date as "Purchase Order 2 — PACS Appraisal Maintenance and Support".
IN WITNESS WHEREOF, the parties have executed this Purchase Order as of the Start Date.
TRUE AUTOMATION, INC.
Address: 2600 Technology Drive
Ste. 900
Plano, Texas 75074
Purchase Order 3
PACS.Net Upgrade Assurance
By: By:
Name: Osvaldo Morales Name: Rick Gifford
Title: President and CEO Title: Borough Manager
Effective Date: Effective Date:
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 10 of 16
Kodiak Island Borough, Alaska
Address: 710 Mill Bay Road
Kodiak, AK 99615
Purchase Order 4
GIS Services
This Purchase Order to the True Automation Master License and Services Agreement ( "Agreement') is made and entered into on
this effective date by and between True Automation, Inc., a Texas corporation ( "TRUE AUTOMATION ") and Kodiak Island Borough,
Alaska ("Licensee ") pursuant to the terms of the Agreement. Capitalized terms used but undefined in this Purchase Order shall
have the meanings assigned to them in the Agreement.
1. Introduction This purchase order has been prepared in order to provide the Licensee a completed parcel base map of the
properties in their borough. This parcel base map will be seamlessly integrated with the appraisal records that the Licensee
currently maintains for appraisal and tax roll production. This integrated mapping system will serve as a valuable tool for the
Licensee.
2. GIS Professional Services: This purchase order includes the professional services that are needed in order to complete the
base map project. Included are project management services, all quality assurance checks and any additional programming
services needed to more accurately and effectively build the base map for Licensee.
3. Scope of Work:
A. Data Acquisition and Production
For property ownership lines, TRUE AUTOMATION will use the current electronic and paper maps. For positional control,
TRUE AUTOMATION will use the existing NRCS orthoimagery available for Licensee. TRUE AUTOMATION will produce
the base map set in State Plane Coordinates, set to NAD83 specifications. One on -site visit for data acquisition, quality
control review and project meetings are included in this proposal.
B. Parcel Base Map
The parcel base map layer will include the following layers:
E. Training
1. Parcel Layer
The parcel layer will include the boundaries for each parcel of property as described by the legal description
for that property. TRUE AUTOMATION will use the existing Auto CAD information and realign the parcel
lines to the orthoimagery. The account number for each parcel will be placed in the Prop_ID field.
Ownership links will be established on this layer.
2. Abstract Layer
Each Abstract/Section boundary line will be mapped. Abstract/Section names and numbers will be added to
the feature class attributes.
3. Subdivision Layer
Each subdivision boundary will be identified and mapped as a component of the base map. For each
subdivision, the name and AS code will be added to the feature class attributes.
4. Streets Layer
A road centerline layer will be created for each road within Licensee's geographical area. This layer will be
created from the existing Road data set. Additionally, road edge /road ROW's will be mapped and matched
to the orthoimagery.
5. Jurisdictional Boundary Layers
Each taxing jurisdiction in the Licensee's geographical area will be mapped with attributes added for name
and /or code. This includes the County, Schools, Cities and Special Districts. Once this layer has been
created, taxing entity codes in the appraisal records can be verified against the Jurisdictional Boundary in
GIS for quality assurance purposes.
C. Other layers as identified by Licensee
1. Additional layers contained in Licensee's AutoCAD files. Licensee will have 67 hours available for this
effort.
D. Orthoimage processing
1. TRUE AUTOMATION will take the existing NCRS orthoimagery and reproject it into the state plane
coordinate system for use in the parcel mapping project.
2. TRUE AUTOMATION will recompress the orthoimagery after the reprojection.
1. Two days of onsite training are included in this proposal which will commence upon the first delivery
milestone. One day of training will be conducted upon the first delivery milestone and a second day upon
completion of the project.
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 11 of 16
Purchase Order 4
GIS Services
4. Pricing
A. Base Map Creation
TRUE AUTOMATION will be constructing this GIS project using different data input sources. The current GIS layer data
will be retro -fitted to accurate positional standards based on the existing orthoimagery. As part of this project, TRUE
AUTOMATION will move the existing parcel lines, and tag each parcel to the Appraisal Roll. The price for this work is:
Completed Parcel Base Map $39,280
B. Orthoimage Processing $1,000
C. Additional Layer Creation $10,000
D. Software - PACS GIS Viewer Licenses (Included in PACS Contract)
Total Amount $50,280
5. Deliverables & Payment Schedule
A. The GIS Base Map is scheduled to be completed on a 10 -14 month schedule. Payments will be based on project
completion milestones that are reached.
1. Initial payment upon signing of contract (10% down):
2. 25% completion point
3. 50% completion point
4. 75% completion point
5. 90% - 100% completion point
6. Total
$ 5,028
$ 12,500
$ 12,500
$ 12,500
$7,752
$50,2801
B. TRUE AUTOMATION will delivery all parcel layers as outlined in item 2 — Scope of Work.
C. TRUE AUTOMATION will return all source documents that were used to create the base map. All data will be
delivered via CD, Tape or FTP file transfers, in the manner that best suites Licensee.
6. Base Map Maintenance
A. Maintenance
Once the base map is complete, Licensee may elect to have TRUE AUTOMATION perform maintenance functions in
order to keep the base map up -to -date and accurate. This protects the Licensee's investment in the original base map.
Under a separate purchase order. TRUE AUTOMATION will perform the following services:
• Update borough's GIS from deed split -outs and property divisions
• Input new platted subdivisions into GIS
• Update GIS property id's for merged properties
• Modify Taxing Jurisdiction boundaries for Annexations and De- annexations
B. Pricing
TRUE AUTOMATION maintenance price is $1.50 per parcel.
Estimated cost 8,000 Parcels @ $ 1.50 $ 12,000
IN WITNESS WHEREOF, the parties have executed this Purchase Order as of the Start Date.
TRUE AUTOMATION, INC. Kodiak Island Borough, Alaska
Address: 2600 Technology Drive
Ste. 900
Plano, Texas 75074
By: By:
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
Page 12 of 16
Address: 710 Mill Bay Road
Kodiak, AK 99615
Name: Osvaldo Morales Name: Rick Gifford
Title: President and CEO Title: Borough Manager
Effective Date: Effective Date:
Office
Contact:
Date
Category:
True Automation, Inc.
2600 Technology Drive, Suite 900
Plano, TX 75074
www.trueautomation.com
Kodiak Island, AK
Torn Anderson, Assessor
12/20/2007
2
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Number of Parcels
Number of Tax Bills
PACS Appraisal Application
Number of Appraisal Users
Number of Collections Users
Appraisal Users Licenses
GIS Appraiser Licenses
PACS Collection Application
Collections User Licenses
PACS Software Sub -Total
Special Services
Pre- Install Visits / Project Management Appraisal
Pre- Install Visits / Project Management Collections
Custom Programming Appraisal
Custom Programming Collections (estimated)
PropertyAccess with ArcIMS support
Home Page Setup with Appraisal and/or Tax Info
30 Day Properly Access Web Site
Total Special Services
Conversion
Standard Conversion for Appraisal $ 30,000
Standard Conversion for Collections $ 19,200
Roll History Conversion for 5 years $ 12,000
Total Conversion Services $ 42,000 $ 19,200
Software Installation
PACS Appraisal Product Installation $ 14,470
PenPAD Installation end Configuration $ 4,870
PACS Collections Product Installation $ 9,670
Total Software Installation Services $ 19,340 $ 9,670
Training Days Trips
PACS Appraisal Training 10 2 $ 18,350
PACS Collections Training 7 2 $ 14,045
PenPad Training 2 1 $ 4,870
SQL Training 0.5 1 $ 2118
System AdministrationTraining 0.5 0 $ 718
Total Training $ 26,655 $ 14,045
Hardware Installation
Server Installation and Configuration 2 0 $ 2,870
PC Installation and Configuration 1 0 $ 1,435
Network Equipment Installation and Configuration 1 0 $ 1,435
Server Installation and Configuration 2 1 $ 4,870
PC Installation and Configuration 1 0 $ 1,235
Network Equipment Installation and Configuration 1 0 $ 1,435
Total Hardware Installation Services $ 5,740 $ 7,540
Professional Services Total
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MS SQL 2005 Standard Edition
MS SQL 2005 Standard Edition Media on CD
MS SQL 2005 Client licenses - Appraisal
MS SQL 2005 Client licenses - Collections
MS Windows Server 2003 - Enterpnse
MS Windows Server - Client Licenses
ESRI Map Object Licenses
Third -Party Software Total
Subtotal
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Total Hardware
Grand Total
Hardware Total
EXHIBIT A
9,500
6,712
4
$ 12,000
4 $ 2,000 $ 8,000
1 $ 3,500 $ 3,500
4 $ 2,000 $
$ 23,500 $
$ 4,870
$ 4,870
200 Herrs $ 15,000
260 Hours $ 19,500
$ 3,500
$ 1,000
$ 24,370 $ 24,370
$ 118,105 $ 74,825 5 192,930
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1 S 946 9 946
1 Si 32 $ 32
6 $ 173 $ 1,038
4 $ 173 $
4 9 100 $
$ 27,132 $
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
EXHIBIT A Page 13 of 16
4,000
8,000
12,000 $ 35,500
692
400 $ 400
2,416 $ 1,092 $ 3,508
$ 144,021 $ 87,917 $ 231,938
5,898
f 27,132 $ 5,898 $ 33,030
$ 171,153 $ 93,815 $ 264,968
Required Hardware
Optional hardware
EXHIBIT A
Assessor Collector
Description QTY Price Extended Cost Cost
Database Server (See Server tab for Details) 1 $ 8,778 $ 8,778 $ 6,140 $ 2,638
Job Server (See Server tab for Details) 1 $ 5,110 $ 5,110 $ 3,580 $ 1,530
Sonicwall PRO 4060 (See Server tab for Details) 1 $ 5,780 $ 5,780 $ 4,050 $ 1,730
Assumptions:
Customer will provide Server Rack
Customer will provide Windows Server GALS (existing)
Customer will provide Existing AV Solution
Customer will provide Existing Backup Solution
Customer will provide Existing UPS Solution
Customer will provide Existing KVM Solution
Customer will provide Existing Network Switches
PACS Images and other file attachments will be stored on existing local SAN
Database server will have a separate dedicated SQL instance for PACS use
SQL 2005 x64 licenses needed are listed in 3rd Party Software
Total Server Hardware Costs $ 19,668 $ 13,770 $ 5,898
Pen Pads for Assessor 2 $
Document Scanners for Assessor 1 $
Optional Hardware Total $ 13,362 $ 13,362 $
Total Server Hardware Costs $ 33,030 $ 27,132 $ 5,898
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
EXHIBIT A Page 14 of 16
6,106 $ 12,212 $ 12,212 $
1,150 $ 1,150 $ 1,150 $
Server Hardware Specification
EXHIBIT A
PACS Database Server
Dell PowerEdge 2950 (Rackmount) $ 8,778
2 CPU Quad Core Xeon 4mb Cache 2.33GHz Processors
8 Gig RAM Memory (4x2gb) - Dual Ranked Fully Bufferred DIMMS
1 x 73gb hard disk (15K) NonRAID - DB logs
2 x 73gb hard disk (15k) RAID 1 - OS
3 x 300gb hard disk (15k) RAID 5 - Data
1 x 300gb hard disk (15k) COLD -SPARE
Floppy drive
24X CD- ROM /DVD
56k internal modem
Redundant power supply
On board network card
Universal Sliding RapidNersa Rails, includes Cable Mgmt
Windows 2003 Server Standard Edition (with 5 CALS)
3 -Year Next business day Parts + Onsite Labor (M -F 8am -6pm)
Shipping
Total Estimated Cost $ 8,778
Job Server $ 5,110
Dell PowerEdge 1950 (Rackmount)
2 CPU Quad Core Intel® Xeon ®, 4MB Cache, 2.33GHz
8 Gig RAM Memory (4x2gb) - Dual Ranked Fully Bufferred DIMMS
2 x 146GB hard disk (15k) RAID 1
On board GB network card
Windows 2003 Server Standard Edition x64 w/5 CALS
3 -Year Next business day Parts + Onsite Labor (M -F 8am -6pm)
Shipping
Total Estimated Cost $ 5,110
Sonicwall PRO 4060 $ 5,780
Rackmount
1000 VPN client sessions
Gateway Anti -Virus (1 year)
Anti - Spyware and Intrusion Prevention Service (1 year)
Content Filtering Service (1 year)
Premium Edition Dynamic 24x7 Support (1 year)
Viewpoint License
Total Estimated Cost $ 5,780
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
EXHIBIT A Page 15 of 16
Penpad Tablet Specifications
Part # Qty Sale Price
Stylistic® ST5111 AF70K10605563102 1 $ 3,418.27
10.4" XGA TFT with Indoor/Outdoor Reflective Front -lit Display
1.2 Ghz Intel® Core TM Duo Processor
2GB (1GB X 2)
80GB (5400RPM) SATA Shock - Mounted Hard Drive
Dedicated Smart Card Slot
Integrated Bluetooth wireless
Gigabit Ethernet LAN
Wireless LAN
Integrated Multinational 56K V.90 Modem
USB 2.0
Genuine Windows® XP Tablet PC Edition 2005
Microsoft® Office 2003 Small Business Edition
Mobile 87 -key wireless keyboard (no touchpad)
USB optical mouse with scroll
One -year International Limited Warranty
Accessories :
Extended Two -Year Service Plan
3yr Screen Damage Protection Plan
Fujitsu Auto Air Adapter
Universal Harsh Environment Case
Universal ST5000 Zipper Bump Case
Fujitsu Deluxe Pen Tether, With Swivel
Replacement Stylus Set (2 Pack)
Tablet Dock with DVD /CD -RW Combo Drive and AC adapter
Fujitsu Screen Protector notebook screen protector (6 Pack)
Creative Web Cam Live Ultra
Microsoft SQL Server 2005 STD Edition
SQL Server 2000 Media kit
TOTAL FIELD DEVICE SOLUTION COST:
EXHIBIT A
TRUE AUTOMATION, INC.
COMPANY CONFIDENTIAL
EXHIBIT A Page 16 of 16
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228 -04455
231 -09125
1 $ 307.76
1 $ 477.82
1 $ 93.24
1 $ 129.78
1 $ 69.86
1 $ 13.20
1 $ 49.70
1 $ 452.34
1 $ 39.06
1 $ 76.80
1 $ 945.60
1 $ 32.40
$ 6,105.84