HomeMy WebLinkAboutR-2006-172 Novusolutions AgreementRESOLUTION NO. R-2006 —172
A RESOLUTION authorizing the City Manager of the City of Yakima to execute
a Software License Agreement with Novusolutions for an
Online Agenda Management System.
WHEREAS, the City of Yakima requires an Online Agenda Management
computer software system to assist the City Clerk and all divisions of the City
develop, assemble, approve publish both digitally and on paper, and archive the
City Council and other committee meeting agendas and minutes; and
WHEREAS, Inobbar, LLC D/B/A Novusolutions has developed and markets
a computer software system called NovusAGENDA that provides such online
agenda management functions; and
WHEREAS, The City Clerk and Information Systems Divisions have jointly
reviewed several agenda management systems and determined that the
NovusAGENA system best satisfies the City of Yakima system and technology
requirements; and
WHEREAS, the NovusAGENDA system is available to the City through
GSA Contract Number GS -35F -4543G; and
WHEREAS, the City Council deems it to be in the best interest of the City
of Yakima to enter into the proposed and attached Software License Agreement
with Inobbar LLC D/B/A Novusolutions to license the NovusAGENDA System;
now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to
execute the attached and incorporated Software License Agreement with Inobbar
LLC D/B/A Novusolutions for the NovusAGENDA Agenda Management System.
ADOPTED BY THE CITY COUNCILJhis 21Stday of November, 2006.
l`
DAVID EDLER, MAYOR
ATTEST:
CITY CL RK
Online Agenda Management
Presented To: Yakima City
Proposal Date: 07-19-06
Valid for 90 days
Novusolutiors
http://www.Novusolutions.com
800-274-5624
Presented by
Byron Gillin
bgillin@novusolutions.com
Table of content
Executive Summary 3
Letter of Transmittal 4
Application Overview 5
Online Overview 6
Document Creation and Editing 6
Specific reasons to avoid Word Integration 7
NovusAGENDA Editions 8
Standard Edition 9
Professional Edition 10
Enterprise Edition 11
What is NovusMEETING? 11
Chart of features. 12
Unique Features 13
Workflow Defined 14
Organizational Workflow 15
Departmental Workflow 17
Rejected Items 18
User Access 20
Public Access 20
Your Staff 20
Board Members 20
Technology Architecture 21
Security 22
User Model 23
Project overview 24
Maintenance and Support Overview 26
Maintenance Costs 27
Services 28
Standard Services 28
Optional Services 30
Pricing 32
Option One Detailed Costs — Client Hosts 32
Payment and Terms 32
Option 2 Detailed costs (Novusolutions Hosts — ASP pricing) 35
Payment and Terms 35
Cost Justification 36
References 39
Letter of Transmittal 40
How do I order? 40
Approval Page 41
2
Executive Summary
Think about the process today for creating agendas for upcoming meetings. Without
exception it is labor intensive, consumes reams of paper and most importantly it is
inefficient. Distribution of these packets is also an administrative nightmare. The
question is how can organizations leverage the power of the Internet without a major
investment of time or money?
Your answer is NovusAGENDA. NovusAGENDA is an electronic solution designed to
allow you the ability to create, approve and track items for upcoming and past Board
meetings. The entire process creates an automated Paperless Agenda Solution. Adding
an Agenda item, like the approval for a new employee benefit offering or the construction
of a baseball field, can now be controlled in a well -organized systematic solution. In
addition, NovusAGENDA will also complete the process by offering the ability to
provide resolutions and post minutes automatically.
NovusAGENDA is delivered as a customized web based application to meet the exact
needs of your organization. Novusolutions will use your existing agenda format to create
your web based Agenda.
Deployment of NovusAGENDA is automated with remote support provided by
Novusolutions. NovusAGENDA will work with your existing IT infrastructure and e-
mail system. The application will also tie directly into your network infrastructure
(Active Directory).
Not only will the public love the ability to view agenda items on-line, you will see a
return on investment immediately. Paper, copy, and distribution costs alone will be
virtually eliminated.
Finally, the ability to customize NovusAGENDA to meet your layout and workflow
needs means your deployment risks are minimized. The key to any successful
technology rollout is to minimize change within your organization. By making
NovusAGENDA flex to meet your needs you will see rapid user adoption and very little
pushback.
NovusAGENDA is designed to be customized without a massive effort on your part. This
unique product offers a blend of customized features, where they are needed most, with
out of box functionality.
3
Letter of Transmittal
Offeror: Inobbar LLC DBA Novusolutions
Subcontractors: Novusolutions will not use subcontractors on this project
Contact Information:
John Kercher
Novusolutions
10012 N Dale Mabry Hwy.
Suite 115
Tampa, Florida 33618
800-274-5624
j kercher@novuso lutions. com
FEIN 59- 3665533
Novusolutions serves the Government and Education markets with software products
designed to increase effectiveness in various areas. In addition to pre -designed software
solutions, we build custom applications for clients in both industries.
Novusolutions has been in business over 5 years. The company is privately held and is
profitable and financially stable.
John Kercher
NovuSolutions
4
Application Overview
Below is a summary of the process of paperless agenda management. They key success
factor is the ability to easily develop and maintain customized workflows that fit your
business process. In addition, custom pages for item creation reduce learning curves for
staff and improve user adoption rates. NovusAGENDA supports both these critical
factors. Visit www.novusolutions.com for more information.
Department staff
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5
Online Overview
An online overview of the NovusAGENDA solution is available on our website.
Education clients can visit
http://main.novusolutions. com/NovusEDU/AGENDA/proposal/flashdemo.html
Government clients can visit
http://main.novusolutions.com/NovusGOV/GOV NovusAGENDA/proposal/flashdemo.h
tml
Document Creation and Editing
NovusAGENDA is web based software. This means users can access the code from any
location using only a browser. In addition, they do not require any other client side code
to use the software.
Authorized Users can edit any agenda item by navigating to the field they choose to edit
and making changes. Item history tracks edit activity by user name.
NovusAGENDA does not rely upon Microsoft office components to be installed to
function. This feature is critical in a large deployment to avoid software conflicts and
configuration bugs during and after deployment. For example, if a solution was to rely
upon Microsoft Word for example, IT staff would have to configure each PC in the
enterprise with the exact deployment of Word configured to work with the agenda
solution. This setup can be destroyed by software patches added by users which would
lead to endless IT support for client machines. Users located outside the enterprise would
also require specific configurations on their PCs. In order to eliminate this unmanageable
burden on IT staff we have designed NovusAGENDA to use only a browser to edit and
view documents in the system.
NovusAGENDA will allow users to cut and paste content from Microsoft Word or other
applications but it is not dependant upon those solutions to function. In addition, users
can cut and paste from any version of Word without fear of software conflict.
NovusAGENDA Full Text Editing
NovusAGENDA offers web based full text editing including but not limited to:
• Bold
6
• Underline
• Italic
• Tables
• Spell check
• And much more
One key benefit of NovusAGENDA is that IT administrators can control the degree to
which users can leverage these tools. Full text editing may not be useful for organizations
who try to preserve a standard layout on their final Agenda. By allowing IT staff to
control the degree to which these capabilities are leveraged users get the flexibility they
NEED without the leverage to upset the final output.
Solutions which allow full Word integration do not offer this type of control.
Specific reasons to avoid Word Integration
Following are some issues to consider when choosing an agenda automation solution and
the solution's level of integration with Microsoft Word (or any other client -side
software).
Scope
In the agenda automation process, there are two primary groups of users; users
responsible for creating/approving items and users responsible for preparing the actual
agenda. Typical installations of an agenda automation system will require a large number
(in excess of 100) of agenda item creators/approvers and a very limited number (less than
3) agenda prepares.
When Word integration is utilized for functions used by the agenda preparer, there is
marginal impact on deployment and maintenance costs. The small number of agenda
preparers in the typical agenda automation deployment will limit the scope of potential
issues with Word integration.
However, when Word integration is utilized for agenda item creators/approvers, the
impact on deployment and maintenance costs are significant. The large number of
agenda item creators/approvers will quickly magnify even the smallest deployment or
maintenance issue related to Word integration. Following is an overview of the issues.
Word Software Requirement
Word integration by definition requires that every computer that could use the agenda
software must have Word installed on that computer. This requirement dictates that the
customer have a licensed copy of Word for every computer that could use the agenda
software.
"Plug-in" Software
7
Almost all agenda software that integrates with Word utilizes what is commonly referred
to as a "software plug-in". A plug-in is unique software that enables the agenda software
to "talk to" Word. A copy of this plug-in must be installed on every computer that could
use the agenda software. Many organizations prohibit the download and installation of
plug -ins which would require the customer to manually install the plug-in on each
computer that could use the agenda software.
Versioning
Every piece of software has a version number. Version numbers are used by IT
professionals to identify software and to verify that software's ability to function with
other software. In the case of agenda software with Word integration, there are three
different pieces of software that must be tracked for versioning:
1. The agenda software
2. Microsoft Word
3. The plug-in
When updating any one of the software pieces, the customer must verify that the new
version is compatible with the current version of the other software packages. Failure to
ensure that all software versions are compatible will cause the user's system to become
unstable and potentially inoperable. This would require the customer to physically
update any computers that are experiencing a problem.
Updating Versions
There are many ways in which software can be updated. Users can download upgrades,
IT professionals can "push" or install upgrades, and software vendors can "push"
upgrades through "automatic updates". Each time an update is installed on a computer
there is a risk of software incompatibility. Customers much strictly control the upgrade
process and be prepared to physically touch every machine during a software upgrade.
Remote Access
Many users will want to access the agenda software from a remote location (i.e. home,
business travel, meeting chambers). For the user to access the agenda software the user
must have Microsoft Word and the plug-in installed on their computer. Due to the vast
number of computer configurations, customers must be prepared to answer technical
support questions from users attempting to use the agenda software from remote
locations.
Customer must also ensure that all remote users of the agenda software are using a
licensed version of Microsoft Word and the agenda software plug-in.
NovusAGENDA Editions
8
Standard Edition
NovusAGENDA Standard Edition includes the core code for managing your Agenda
process for multiple meetings within your organization. A feature overview follows
below:
Create Agenda Items- Authorized users can create items for your upcoming meetings.
Add Attachments — Users can add multiple attachments to nay item.
Configured workflow — Workflow can be set to vary by item type as required by your
existing processes. Workflows are defined in the services area of the deployment and set
by a Novusolutions developer prior to shipment.
Customized Public Agenda — The agenda viewed by public can be customized to meet
your specific need. The cost of development for the customized agenda is covered in the
services area of deployment but the ability to use custom agendas is included in all
versions.
Multiple Meeting Types — Clients have the ability to manage an unlimited number of
meeting types. Commission or board meetings, Committee meetings and more can all be
managed at no additional cost.
Clerk Meeting Manager — The board clerk can manage meetings dates and types in a
simple to use interface.
Custom Item Categories — Clients can define the categories for items being created.
Custom Item Details Page — The item details page used to create an Agenda item is
customized for each client. Clients may have more than one layout for Agenda item
details if they vary by item type. The cost of developing the details page itself is covered
in the services area of deployment but the ability to use custom details pages is included
in all versions.
Independent User Management — You can mange your users within NovusAGENDA
without interaction with active directory or other services.
Internal Item Search — Internal users can search for items in the database for research
purposes.
Create Minutes Module — Clerk can record meeting meetings during the meeting or
after.
Customized Minutes Page — A custom web page can be created to display your meeting
minutes to the public. You define the layout. The cost of developing the minutes page
9
itself is covered in the services area of deployment but the ability to use custom minutes
pages is included in all versions.
Convert Attachments to PDF —Automatically convert all attachments to PDF for
presentation to the public. NovusAGENDA uses a conversion tool that will convert most
attachments to PDF on upload. The tool takes advantage of a print driver to handle the
conversion. This feature does require a single copy of the client application the file was
created in on the server. For example, in order to convert office documents you must add
a single license of Microsoft Office to the server.
One Click Printing of Agenda — Users can print an entire AGENDA packet with one
click from one single PDF file. The Agenda along with all the attachments are "stitched"
into one single PDF file.
Professional Edition
NovusAGENDA Professional Edition includes the Standard Edition plus the feature
listed here:
Active Directory Authentication — Users are authenticated against your Active
Directory.
10
Enterprise Edition
NovusAGENDA Enterprise Edition includes all the features above plus those listed here:
NovusMEETING — Allows Board Members to vote online during a meeting.
What is NovusMEETING?
NovusMEETING is a separate module added onto NovusAGENDA in our Enterprise
Edition. It can only be used if NovusAGENDA is installed it is not a stand alone
application.
NovusMEETING allows your meeting clerk to open items for discussion and voting as
they come up during your meeting. As each item is opened it is presented on a projection
display in the room so the meeting attendees, the public, can follow along with the items
as they are discussed and voted on.
Your board members vote using a hand held wireless device. Their vote is recorded and
displayed on the public screen in real time.
Yes
Abstain
Confirm
Hand held device is used by board members to record votes
11
A standard NovusMEETING package includes 10 RF voting transmitters and one RF
voting receiver. 10 transmitters will be appropriate for board up to 7 members allowing
for spares units. Additional transmitters can be purchased.
In order to take full advantage of the NovusMEETING module, during a live
meeting, we suggest allocating one person to the task of running the
NovusMEETING Module during the actual meeting. This person should not have
other responsibilities during the meeting.
Chart of features:
Standard Professional Enterprise
Edition Edition Edition
Create Agenda Items
Add Attachments
Configured Workflow
X
X
X
Customized Public Agenda X
Ability to Manage Multiple Meeting X
Types
Clerk Meeting Manager X
Customized Item Categories X
Customized Details Page X
Independent User Management X
Internal Item Search X
Create Minutes Module X
Customized Public Minutes Page X
Convert Attachments to PDF X
One Click printing of the Agenda X
External Public Item Search X
Export PDF's to a Defined Directory X
Active Directory Authentication
NovusMEETING Module
12
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Unique Features
NovusAGENDA key advantages
NovusAGENDA is a web based solution designed specifically for Government
organizations. NovusAGENDA will save time and money by streamlining the process of
Agenda item creation.
1. NovusAGENDA is the only product that tackles the process from the beginning.
Users log into NovusAGENDA to create an Agenda item from the very
beginning. This means paperwork is eliminated at the very source.
• Reduced paperwork
• Consistent formats are used by everyone
• Consistent naming conventions are used by everyone
2. NovusAGENDA offers the flexibility to customize the look and layout of your
final Item creation page, Public Agenda and Minutes. Your constituency is
accustomed to seeing familiar layouts. By customizing the layouts to match your
existing ones, we are able to reduce internal resistance to the process change. Our
experience has shown that many users are resistant to change. When moving from
a paper based system to an electronic one, many users will naturally push back.
The secret to success in a rollout is to minimize change for users. This is
accomplished through customized layouts for key user interfaces. Users will see
the same layouts they have seen for years.
3. NovusAGENDA is designed to reside on your servers. This means your data is
your data. You are not dependant upon other providers to protect your sensitive
data.
4. NovusAGENDA integrates with your Active Directory of users. This makes user
management much easier for senior administrators.
5. NovusAGENDA is designed to allow you to customize the Agenda Item Details
page. The details page captures key attributes of each item. Names, Description,
Type, Category and more are all captured on the details page. By customizing this
page we allow you to capture data like you do today in your paper based system.
The same benefit is seen here regarding minimizing user push back and
maintaining consistency throughout your organization. Customization of this
screen reduces deployment risks and potential user pushback.
13
6. NovusAGENDA allows you to have Custom Workflows for your items.
Workflow can vary by item type. A resolution may have one workflow while an
ordinance has another. Custom workflows combined with the option to allow user
defined workflows helps insure your complex process needs will be met.
Workflow Defined
Workflow is defined as the process of moving an item from one department to another
department in a linear path. Workflow is used to enable the creator of an item to gain
content, comments, and approvals from multiple groups of people within their
organization.
There are two types of workflow; "Push" workflow and "Pull" workflow.
Pull Workflow
Pull workflow is a default workflow defined for a category. Any item submitted to a
specific category will follow the same workflow. Pull workflow greatly eases the task of
creating an item and ensures a consistent approval flow of all items in a specific category.
Pull workflow is created by the Novusolutions' development staff prior to the shipment
of the software to your organization. Pull workflow can only be modified by a developer
proficient in XML and .NET.
Push Workflow
Push workflow is a custom workflow that will override the pull workflow. Push
workflow is used as a custom, one-time workflow for items that should not follow the
default pull workflow. Push workflow is a permission and must be granted to enable a
user to override the pull workflow.
14
Organizational Workflow
Organizational workflows determine the route an item will take through the departments
in your organization. Within the organizational workflow there are two types of
workflows; serial and parallel.
Serial workflows are workflows where an item is routed to only one department at a
time. Below is a diagram that outlines a sample serial organizational workflow. This
item will take the following route:
1. Originates in the Transportation Department
2. Must be approved first by the Finance Department
3. Then approved by the Budgeting Department
4. Finalized by the Manager's Department.
15
Parallel workflows are workflows where an item is routed to more than one department
at the same time. Below is a diagram that outlines a sample parallel organizational
workflow. This item will take the following route:
1. Originates in the Transportation Department
2. Must be approved by the Finance Department AND the Budgeting Department
3. Finalized by the Manager's Department
Transportation
Department
Finance
Department
Budgeting
Department
Manager's
Department
In this example, the item must be approved by both the Finance Department and the
Budgeting Department before the item will route to the Manager's Department.
16
Departmental Workflow
Once an item has been routed to a department by the organizational workflow, the
departmental workflow determines the route that the item will take while the item is
within the department. Like organizational workflows there are serial and parallel
departmental workflows.
Below is a diagram that outlines a sample serial departmental workflow. The item will
take the following route:
1. Originates in the Transportation Department
2. Must be approved by the Finance Department
a. Within the Finance Department, the item must first be reviewed by a
Finance Reviewer
b. After the item has been reviewed by the Finance Reviewer, the Finance
Approver approves the item
3. Finalized by the Manager's Office
17
Below is a diagram that outlines a sample parallel departmental workflow. The item will
take the following route:
1. Originates in the Transportation Department
2. Must be approved by the Finance Department
a. Within the Finance Department, the item must be reviewed by both
Approver A and Approver B
3. Finalized by the Manager's Office
Transportation
Department
Rejected Items
When a person rejects an item, they must specify two things:
1. Who is the item rejected to?
2. Where does the re -submitted item reenter the workflow?
Below is a diagram that outlines a sample rejection for a serial workflow. The item in
the workflow will take the following route:
1. Item originates in the Transportation Department
2. Item is approved by the Finance Department
3. Item is rejected by the Budgeting Department
a. Budgeting Department specifies that the rejected item should go back to
the Transportation Department
b. Budgeting Department specifies that once the Transportation Department
re -submits the item, it should bypass the Finance Department and reenter
the workflow at the Budgeting Department
4. Re -submitted item is approved by the Budgeting Department
5. Item is finalized by the Manager's Department
18
Transportation
Department
Re -submitted Item
Original Item
Rejected Item
Manager
Department
Below is a diagram that outlines a sample rejection for a parallel workflow. The item in
the workflow will take the following route:
1. Item originates in the Transportation Department
2. Item is approved by the Finance Department
3. Item is rejected by the Budgeting Department
a. Budgeting Department specifies that the rejected item should go back to
the Transportation Department
b. Budgeting Department specifies that once the Transportation Department
re -submits the item, it should bypass the Finance Department and reenter
the workflow at the Budgeting Department
4. Re -submitted item is approved by the Budgeting Department
5. Item is finalized by the Manager's Department
Original Item
Finance
Department
Re -submitted Item
Original Item
Budgeting
Department
Rejected Item
19
Manager
Department
It is important to note that even though the Budgeting Department rejected the item, the
Finance Department approved the item and will not be required to re -approve the re-
submitted item.
User Access
Various users can access information in NovusAGENDA. A brief narrative below
explains the various types of access.
Public Access
The public can access published agenda along with supporting material via the we site.
All supporting documents are offered in PDF format. NovusAGENDA automatically
converts all supporting documents to PDF.
The public can be offered the agenda in two format options which they can choose from.
One is HTML format which offers the public fast access to the agenda and all
attachments. The other format is a single PDF file. This is useful for members of the
public who wish to print and entire board packet on their own. Full PDF files tend to
open slowly so we offer the HTML version in addition to PDF to provide choices to
the public of how they wish to view your agenda information.
Your Staff
Your departmental staff can access details of each item through their secure log in. Once
logged in they only have access to the item they are authorized to view. In addition, we
can offer staff an Intranet web page they can navigate to enabling them read only access
to the full agenda while it is a work in progress, prior to publication to the public web
site.
This feature provides useful and real time information to staff as they monitor progress of
their items as well as the entire agenda packet. This feature is a base function of
NovusAGENDA and can be turned off by clients who choose not to offer it.
Certain users, like board clerk, will have unlimited access to all items.
Board Members
NovusAGENDA offers several options to accommodate board member access to the
agenda. We have found boards often have a diversity of people and each member's
ability to adapt to new technology varies. Because of this, we offer the option to deliver
board packets in several formats with no extra effort on the part of your staff.
20
i. Board Members may access the agenda by navigating a secure Intranet or
Internet web page. Through this page they will have the ability to see the agenda
as well as all supporting material.
ii. Board Members also have the option to have the entire board packet delivered
to them on a CD. This CD can be mailed or handed off in person and will
contain the entire agenda with all supporting material.
iii. Board Members may prefer to receive a paper packet. NovusAGENDA allows the
clerk to print the entire packet with the click of the mouse and that packet can
be delivered to the board member via mail or other method.
All three options are available as part of the basic program. You could have one board
member getting paper, another getting a CD and another using the web, all with no extra
effort by your departmental staff.
Technology Architecture
Technical requirements:
The optimal network configuration would include 3 servers. 1 dedicated Microsoft SQL
Server inside the corporate network, 1 IIS server inside the corporate network, and 1 IIS
server in the Corporate DMZ. This server would host the public access portion of
NovusAGENDA and would need to be able to communicate with the NovusAGENDA
IIS server on the Corporate network via port 80 (http). Hosting the NovusAGENDA IIS
server in the corporate DMZ is not recommended.
The optimal Database server would be Microsoft SQL Server 2000 or higher, dedicated
for the NovusAGENDA application database. The Database server would implement
hardware RAID technology to prevent/recover from hardware failures. The Microsoft
SQL Server would have an established well documented backup and maintenance plan
consisting of at least nightly full backups. An ideal backup strategy would be Nightly full
backups, and hourly transactional (incremental) backups.
The IIS servers require Microsoft IIS 6 or later. The Servers would ideally use hardware
RAID technology to prevent/recover from hardware failures. Complete loss of IIS server
data is not fatal, as reinstalling NovusAGENDA could recover the IIS server quickly.
Configuration information and installation documentation should be backed up and stored
in an external location.
Ideally, the NovusAGENDA IIS server in the Corporate network would be dedicated for
NovusAGENDA. The public IIS server in the corporate DMZ does not need to be
dedicated to NovusAGENDA.
Ideal client requirements would be Internet Explorer 6 or later Microsoft browser with all
security updates applied.
21
Public Ac ess published
Agendas/Minutes
Optional
SSL
SSL
Web Server
Security
NovusAGENDA
Configuration
SSL
Microso SQL Server
Clerk
I1S Server
Firewall intranet
tn�rarel +g, paoY fi r
Creators
Workflow Approvers
NovusAGENDA can utilize Active Directory for security and login procedures. When
NovusAGENDA is implemented this way, the user security of Active Directory is
leveraged to provide features such as password length, password aging, and login failure
attempt lockouts.
Direct database access (such as Ad Hoc querying) is not permitted via the application.
The public WebService used to provide information to the public does not have access to
information that should remain private. If a user was to connect directly to the
WebService, they would have no access to non-public information.
The application includes a Support Application that allows a user to connect to the
NovusAGENDA application and review logs, maintain Templates and build/modify
workflows. This application requires the user to know the Microsoft SQL Server login
information for the Database in order to connect and utilize the tool.
22
User Model
System Admins can create roles, groups, departments and add users.
Roles define the rights that users have throughout the process. Roles are assigned to
groups. A group can have more than one role assigned to it. Groups are added to
departments and once a group is assigned to a department that group cannot be assigned
to another department. Users are assigned to groups. Users can be assigned to multiple
groups. Based on the group the user is in, the user receives the rights defined by the roles
assigned to the group.
The best sequence is to create the necessary roles, and then groups, then departments,
then add the users. Roles can belong to multiple groups. Users can belong to multiple
groups. Groups can ONLY belong to one department. Once a group is assigned to a
department it is not available to be chosen in another department.
An item is sent through the workflow by departments. Any member of a group that is in
the department, with the necessary rights, can act according to their rights. The first user
to act will act on behalf of that department at that step in the workflow. The system will
capture the individual user name when an action is taken. The history will tell you which
user acted on an item.
Role has
approver rights
Role has Create &
edit rights
oup 1= Approvers Group 2= Cr ors
Role has Create
edit rights
Manager who approves
23
Creator 1 Create
2
Project overview
Throughout this proposal we have mentioned customization many times.
NovusAGENDA is a solution designed for customization in key areas. Our experience
shows user adoption rates increase significantly when users see familiar interfaces.
Better user adoption lowers deployment risk. Because of this reality, we designed
certain sections of NovusAGENDA to be easily customized without disrupting the code
function behind the solution.
Some examples are:
Item details screen — These are typically customized for each client. This screen has
many names, Salmon sheet, Executive summary, Management overview and more. We
have run into an endless variety of layouts for the primary cover sheet for an item. In
addition we have seen layouts change based on the nature of the item. For example, a
resolution may have a different layout than an ordinance. NovusAGENDA is designed to
accommodate these variables by making these screens easy to customize during
deployment.
Public Agendas — Each client has a unique layout for their public agenda. Your logos,
your boilerplate and your layout are all included in the public agenda we create for you.
Board Actions Taken — This custom page can be created to display board actions
immediately after a meeting and can stay posted to the public until final minutes are
approved and published.
Public Minutes Pages — Clients have unique formats for their minutes pages.
Public Search Pages — The public can search for agendas and items using the internet.
This search page can be customized to meet your specifications.
Workflow — Forms take different workflows. The workflow model in NovusAGENDA
allows for the creation of form specific workflows. Resolutions can take one workflow
and ordinances can take another. Finance may have a unique workflow compared to
human resources.
The rest of the solution is out of the box. This combination of customized and
standardized screens provides for an optimal deployment. Key user screens are easily
customized to meet your exact needs yet most of the functional code remains out of the
box. This combination results in a highly functional solution tailored to meet your needs.
Because the customization can be done with relatively little effort the total cost of
deployment is much lower than a build from scratch solutions.
Lower cost combined with lower risk makes NovusAGENDA the best choice.
24
The customization of these areas can be completed by the Novusolutions services team as
part of your deployment process. The process is not complex for the customer. You
simply answer some workflow questions and show us some forms and we will handle the
details for you.
Custom Workflows
Your workflows will vary and workflows from one client to the next will certainly vary.
For this reason NovusAGENDA is designed to allow us to easily create custom
workflows for each client.
These custom workflows allow you to determine how items flow through your enterprise.
In addition, authorized users can interrupt workflows, at any point, to deal with the
exceptional items that do not meet the norm.
NovusAGENDA comes with a standard workflow creation and editing tool which
empowers your staff to create and edit workflows. Because you can easily modify
your workflows after deployment we suggest starting with simple workflows and
then making modifications based on user feedback. This will speed deployment and
simplify the initial rollout.
When we speak about the mockup process in the project outline below we are speaking
about the customized areas. All pages are mocked up and all workflows are documented
for client approval.
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1
Mockup planning for Agenda
Project team
4 hours
Project Manager
15 days
2
Mockup design for Agenda
None
Designer
25 days
3
Mockup approval and redesign
based on feedback
Project team
4 hours
Designer/Project
manager
35 days
4
Development of code to match
your specifications
None
Developers
65 days
5
Installation of code
IT/DBA
3-5 hours
Tech Support
70 days
25
6
Code testing
IT
Tech support
72 days
2 hours
7
Admin Training
Admin Staff
Trainer
75 days
3 hours
8
End User Training
Trainers
Trainer
85 days
3 hours per class
Once a contract has been issued a Novusolutions project manager will be assigned to
your project. Your project manager will contact your coordinator to run through the
mockup and deployment process.
It is the responsibility of your organization to assign a single point of contact for this
project. While more than one person can be involved in the process a single point of
contact for key issues is important. Notify your Novusolutions account representative or
project manager who this person will be.
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).
26
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
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 WEBS. 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
Support@novusolutions.com. Novusolutions technical staff monitors this e-mail address
during normal business hours Eastern Time United States.
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.
Maintenance Costs
The first year of coverage is included with your software purchase. There is no
charge for the first year of coverage.
27
Subsequent years can be purchased at a cost of $2,900 per year. This fee is subject to
reasonable increases over time as reflected in the Consumer Price Index however, they
are not tied directly to this index.
Payment terms require that 100% of the balance is paid prior to the start of the contract.
Services
NovusAGENDA is a solution designed for customization in key areas. Our experience
shows user adoption rates increase significantly when users see familiar interfaces.
Better user adoption lowers deployment risk. Because of this reality we designed
certain sections of NovusAGENDA to be easily customized without disrupting the code
function behind the solution.
We handle the customizations for you under our professional services offering.
Standard Services — Services required for a successful rollout of NovusAGENDA.
Optional Services — Additional services available to all clients.
Standard Services
Item details screen — These are typically customized for each client. This screen has
many names, Salmon sheet, Executive summary, management overview and more. We
have run into an endless variety of layouts for the primary cover sheet for an item. In
addition, we have seen layouts change based on the nature of the item. For example, a
resolution may have a different layout than an ordinance. NovusAGENDA is designed to
accommodate these variables by making these screens easy to customize during
deployment.
Public Agendas/Minutes — Each client has a unique layout for their public agenda and
their minutes. Your logos, your boilerplate and your layout are all included in the public
agenda and minutes pages we create for you.
Workflow — Items take different workflows. The workflow model in NovusAGENDA
allows for the creation of specific workflows. Resolutions can take one workflow and
ordinances can take another. Finance may have a unique workflow compared to human
resources. We like to deploy NovusAGENDA with basic workflows already created for
your organization. You can make changes to these workflows, after deployment, using
the workflow editor.
End User Training — You will require someone to train your end users. We suggest
classes with a maximum of 15 students. Each class lasts about 2 I/2 hours so two classes
per day is easy to deliver. Each classroom should have a projector attached to the trainer
28
machine and all students should be working on their own computers in order to maximize
the classroom time. A white board in the room will be useful.
Trainers will require 7 1/2 hours per day for training and they can deliver two classes per
day. This includes their preparation time for each class. You should estimate the total
student count to be 25 students per day of training. Although 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 Word format.
The resource required for this service is a person who has a good understanding of
computers and has at least one year of experience training students on the use of
software.
Administrator Training — 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
and your Board Clerk. 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 8 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.
The resource required for this service is a Novusolutions trainer. This will be money well
spent toward your project success.
In order to provide proper support for clients, after deployment, we suggest clients are
prepared to allow remote access to servers in order for our technical staff to provide
proper support after installation and support.
Follow up Training — A Novusolutions trainer will be on your site to spend a day with
your centralized staff. The objective of this training is to observe procedures and work
with your team to maximize their utilization of the software. This training should be
delivered 30 days after the initial training.
29
Optional Services
Optional services are not required and may be purchased after deployment if needed.
Process Analysis — Your current process must be reviewed in order to help establish the
workflow patterns and requirements in the automated solution. NovusAGENDA has the
capability for two types of workflow. One is a push through workflow, defined by users
and the other is a preset workflow set up by Admins. Analysis is required to coordinate
how these workflow options are set up in your code.
Once the process analysis is complete the workflows must be set up in you software. This
task involves the analysis. The setup of workflows is covered under standard services.
This process typically takes 40 hours of work.
The resource required for this service is a person who can understand your process flow
and then translate that into workflow solutions that will meet the needs or your team. This
person should be an experienced project manager who is capable of communicating with
department heads and others within your organization to carefully define their current
needs.
Project Management for On Site Rollout — You will require an experienced project
manager to help roll this application out within your organization. NovusAGENDA
touches every major department in your organization and the rollout and deployment plan
can be challenging to execute. We have found some clients preferring an outside entity
for this task because they come into an organization with no existing barriers to
overcome.
Sometimes people respond better to an outside authority on site for a defined period than
they do to existing staff. This is not always the case but if it is, a Novusolutions project
manager on site may help with your deployment.
The resource required for this service is an experienced project manager who can
communicate with senior managers, department heads, board clerk and staff in a firm but
friendly manner.
Onsite installation — Our solution is designed to be installed with minimal effort
however, installation does required advanced IT skills at the client site. In the event the
client does not have the staff time available for this installation process Novusolutions
can send a technician onsite to manage the installation and testing of code.
The Novusolutions technician must be accompanied by an IT resource with network
admin access and full knowledge of your network infrastructure and firewall
configurations.
30
The resource required for this service is a skilled IT technician with knowledge of
Microsoft SQL and your network infrastructure.
Hosting —Hosting this solution can be provided by you or Novusolutions. The technical
specifications are listed in your proposal for internal hosting. You may decide not to host
your own Agenda solution. If this is the case, you can outsource hosting to Novusolutions
or another qualified hosting company. Any qualified hosting provider can offer this
service in addition to Novusolutions.
If you are hosting with another vendor, you may bring the hosting in house at any time
with a relatively small effort. Contact your Novusolutions project manager for details on
this task.
The costs offered here are subject to change annually based on the consumer price index
and may be adjusted to accommodate unexpected consumption of bandwidth and
memory.
Board Member Training — Board Members will want to be trained on how to access
Agendas 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.
The resource required for this service is a person who has a good understanding of
computers and has at least one year of experience training students on the use of
software. They should be able to create the Executive Training atmosphere required for
this type of training.
Custom Training Manuals — Novusolutions training manuals are complete training and
teaching aides that will help your users manage their way around this application. We
make extensive use of screen shots to portray tasks to make the manuals visually
oriented. You may want to customize these manuals to reflect the look and feel of your
custom screens as well as your Agenda policies. The process of manual customization
can be done by Novusolutions or your own staff
This task can be completed in about 25 hours.
Custom Training Flash Movies — Novusolutions can produce customized training
movies in Flash format for you to use and distribute within your organization. Samples of
these flash videos are available for your review prior to purchase.
The resource required for this service is a skilled Graphic Designer
Lower cost combined with lower risk makes NovusAGENDA the best choice.
31
The customization of these areas can be completed by the Novusolutions services team as
part of your deployment process. The process is not complex for the customer. You
simply answer some workflow questions and show us some forms and we will handle the
details for you.
Pricing
NovusAGENDA is offered with two different hosting models to allow clients to choose
the best option for them.
In this pricing section we offer price options for both. Clients will choose only one option
based on their need.
Both options offer unlimited use licenses. There are no user fees, no server fees and
clients can have unlimited meetings and meeting types.
Option One Detailed Costs - Client Hosts
Under this option the software would reside on Client servers. All data would be under
the control of the Client.
All prices are one time fees which include:
• Project Management for the software deployment
• First year of Support and Maintenance
The one time fee allows you to use the solution with no limit on the number of users,
number of meeting types or web servers. This is an unlimited use license.
Maintenance — Maintenance is included for the first year of use. The Maintenance Plan
is available to all clients beginning in the second year of use. While this plan is optional it
is strongly recommended for all clients.
Maintenance and Support $2,900 per year beginning in year two.
Payment and Terms
Most of the labor expense associated with the shipment of code to a client in incurred by
Novusolutions in the first 30 days of work with the client. During this period our project
managers and designers expend approximately 80% of the labor costs for the entire
project. For this reason we require our first payment within 30 days of signed contract
even if the client is still reviewing mockups. We allow for unlimited review of mockups
to ensure clients get exactly what they need from us. In order to accommodate your
timeline we must receive 50% payment within 30 days of signed contract to help cover
our high front end labor costs.
32
Novusolutions will invoice 50% upon receipt of contract. Payment is due within 30 days
of receipt of contract. Novusolutions will invoice 50% upon successful installation of
code.
Invoices are payable 30 days from invoice date.
33
Suggested Offering for Yakima City
Software
Item
Cost
NovusAGENDA Professional Edition
$19,500
Standard Services
One Custom Item details screen
$1,500
One Custom Public Agenda
$1,500
Two Custom Public Minutes - BAT and Final
$2,000
7 Custom Workflows
$2,500
Onsite End User Training — 1 day includes travel
$1,950
Onsite Administrator Training — 2 Days includes travel
$1,950
Follow up training to be delivered 30 days after initial
training. — 2 days includes travel
$1,950
Total One Time Costs for full deployment
$32,850
Optional Services
NovusMEETING Module - A standard NovusMEETING
package includes 10 RF voting transmitters and one RF voting
receiver.
$8,500
Custom NovusMEETING pages for public display
$1,500
Additional hand held voting transmitters — only needed if your
board exceeds 7 members. Cost is per unit
$300
34
Onsite Installation
$3,900
Total first year Cost of this project
Second year cost - Maintenance and Support
Third year cost - Maintenance and Support
Total Five Year Cost
$32,850
$ 2,900
$ 2,900
$43,650
Option 2 Detailed costs (Novusolutions Hosts - ASP pricing)
Clients can choose to purchase a hosted solution or ASP, Application Service Provider,
solution which means Novusolutions will host the solution for the client.
Clients can choose to purchase a hosted solution or ASP, Application Service Provider,
solution which means Novusolutions will host the solution for the client.
Under this option the Maintenance and support fees are included in the hosting fees. All
upgrades are provided at no charge to the client.
This is an unlimited use license with storage limits of 4 GB per client. Clients requiring
storage in excess of 4 GB will pay an additional fee of $1,000 per year per GB of storage.
• The NovusMEETING Module is not available for ASP clients.
• The Workflow builder and editing tool is not available for ASP clients.
Payment and Terms
Payment for each year of hosting is required in advance. Hosting contract is a three year
contract. Other contract terms are available upon request.
Deliverables
NovusAGENDA Standard Edition
Cost
Included
One Item Details Page — Selected from our standard offering
of pages. Clients have five type to choose from
Included
One Public Agenda— Selected from our standard offering of
Agenda. Clients have five types to choose from and Agenda
will have your logos and colors added.
Included
35
Total first year Cost of this project
Hosting and setup Cost
3 days of training
Total First year cost
$9,800
$5,850
Second year cost - Hosting + maintenance and Support
Third year cost - Hosting + maintenance and Support
Total Five Year Cost
Upgrading from ASP to client hosted
$15,650
$ 7,900
$ 7,900
$31,450
Clients may wish to upgrade to self hosted sometime during the term of their 3 year ASP
contract. This process is allowed. Clients can upgrade by paying Novusolutions a one
time transfer fee of $2,000 plus the balance of the three year hosting contract.
36
One Draft Minutes— Selected from our standard offering of
Minutes. Clients have five types to choose from and
Minutes will have your logos and colors added.
Included
One Final Minutes— Selected from our standard offering of
Minutes. Clients have five types to choose from and
Minutes will have your logos and colors added.
Included
Standard Workflows
Included
NovusAGENDA ASP Costs
3 Year Hosting contract (includes unlimited support and
upgrades)
First year of contract
$9,800
Second year of contract
$7,900
Third year of contract
$7,900
Optional Services
Onsite Training- cost per day
$1,950
Total first year Cost of this project
Hosting and setup Cost
3 days of training
Total First year cost
$9,800
$5,850
Second year cost - Hosting + maintenance and Support
Third year cost - Hosting + maintenance and Support
Total Five Year Cost
Upgrading from ASP to client hosted
$15,650
$ 7,900
$ 7,900
$31,450
Clients may wish to upgrade to self hosted sometime during the term of their 3 year ASP
contract. This process is allowed. Clients can upgrade by paying Novusolutions a one
time transfer fee of $2,000 plus the balance of the three year hosting contract.
36
Cost Justification
NovusAGENDA offers a rapid return on investment for any organization moving from a
paper based system to an automated one. Below we present some guidelines on how to
put together your own cost justification for purchasing this cost saving solution.
The spreadsheet below offers an annual cost comparison for an organization that holds 24
meetings per year. You can duplicate this spreadsheet and add you own numbers as
needed to get your actual cost justification based on your specific situation. Keep in mind
the fact that NovusAGENDA supports multiple meeting types. This feature allows you to
use the solution, at no additional cost, for many more meetings per year than the number
presented here.
Feel free to contact Novusolutions for a free copy of the spreadsheet to use as a base for
your own calculations. sales@novusolutions.com.
Discussion of each line item:
Labor to Create/edit an Agenda item — There is a direct labor cost associated with the time a
person takes to actually create an item. In most organizations, this is being done using Word
templates Users often take an old item off their C drive and edit it to create the new item. Some
hidden costs here are inconsistency resulting from inconsistent template use The costs of
inconsistency are not calculated in this analysis
The direct labor cost of creating an item is the same for both manual and automated systems
since users must type in the information either way The cost estimate here is $20 per hour
Copies made during the approval process and Labor for copies made — Many copies are
made during the manual approval process. Many times copies are made from different versions
resulting in confusion and approvals on the wrong documents. This task is costly in terms of labor
and copy costs These costs are eliminated with an automated system Cost estimates here are
$20 per hour of labor and $ 05 per copy made
Labor used to physically transport items for approval — This is the direct labor cost of moving
items via "sneaker -net" around your organization Other hidden costs here are work interruptions
made by people pushing for approvals on their timeline and interrupting the work of the
approvers. Cost estimate here is $20 per hour of labor
IT Labor to produce web based agenda — Most organizations put a finished copy of their
agenda on a public web site This process involves technical staff to get the job done Since there
are always tight deadlines, the technical staff are often interrupted from more important matters to
handle this annoying task. This process is eliminated in an automated system since
NovusAGENDA creates a public agenda automatically Cost estimate here is $30 per hour of
labor
Copies of final agenda for the public and Labor for copies of Agenda to the public — The
public, media and other entities require copies of final agendas This cost is often much higher
than the numbers presented here You can add you own values to get the cost of this item This
cost is eliminated with an automated system. Cost estimates are $ 05 per copy and $20 per hour
of labor
37
Cost Justification for NovusAGENDA
Cost of current manual system
Unit Unit of Total
Item cost measure Quantity Cost
Labor to Create/edit/amend an Agenda item $ 20 00 Per hour 2 $ 40
Copies made during the approval process $ 0.05 Per copy 2,000 $ 100
Labor for copies made $ 0 33 Per copy 1,500 $ 495
Labor used to physically transport items for approval $ 20 00 Per hour 15 $ 300
IT Labor to produce web based agenda $ 30 00 Per hour 1 $ 30
Clerk Preparation time
Copies of final agenda for the public
Labor for copies of Agenda to the public
Total Cost per meeting
Number of Meetin•s .er ear
Cost per year of current system
$ 20 00 Per hour 12 $ 240
$ 0.05 Per copy 1,000 $ 50
$ 0.33 Per copy 750 $ 248
Cost of the automated system using NovusAGENDA
1,503
24
$ 36,060
Departments
64% $965
Board Clerk
36% $538
Unit Unit of Total
Item cost measure Quantity Cost
Labor to Create/edit/amend an Agenda item $ 20 00 Per hour 2 $ 40
Copies made during the approval process $ 0.05 Per copy $ -
copies made $ 0 33 Per copy$ - Departments
Labor for
53% $70
Labor used to physically transport items for approval $ 20 00 Per hour - $ -
IT Labor to produce web based agenda $ 30 00 Per hour 1 $ 30
Clerk Preparation time
Copies of final agenda for the public
Labor for copies of Agenda to the public
Total Cost per meeting
Number of Meetings per year
$ 20 00 Per hour 3 $ 60
Board Clerk
$ 0 05 Per copy - $ - 46% $60
$ 0 33 Per copy $
130
24
Cost per year of automated system
$ 3,120
Annual Savings
38
$32,940
References
Little Rock Public Schools
Beverly Griffin
501-447-1005
Beverly.Griffin@lrsd.org
Little Rock, AR
Passaic City Public Schools
John Matthews
973-574-2156
imatthews@passaic-city.k12.nj.us
Passaic City, NJ
Vail School District
Matt Fedderoff
520-762-2063
federoffm@vail.k12.az.us
Vail, AZ
El Paso County
Renny Keagle
915-546-2071
rkeagle@co.el-paso.tx.us
El Paso, TX
City of Austin
Erine Gray
512-974-1345
Erine.Gray@ci.austin.tx.us
Austin, TX
City of Plantation
Susan Slattery
954-797-2216
sslattery@plantation.org
Plantation, FL
39
Letter of Transmittal
Offeror: Inobbar LLC DBA Novusolutions
Subcontractors: Novusolutions will not use subcontractors on this project
Contact Information:
John Kercher
Novusolutions
10012 N Dale Mabry Hwy
Suite 115
Tampa, Florida 33618
800-274-5624
954-337-0761 FAX
jkercher@novusolutions.com
FEIN 59- 3665533
Novusolutions serves the Government and Education markets with software products
designed to increase effectiveness in various areas. In addition to pre -designed software
solutions, we build custom applications for clients in both industries.
Novusolutions has been in business over 5 years. The company is privately held and is
profitable and financially stable.
How do I order?
We require your signature on the approval page listed below and the license agreement
under the area titled "Licensee". Once both documents have been signed and sent back to
Novusolutions we will assign you project manager. If you choose to issue a purchase
order you may attach it to these documents or send it in under separate cover.
You can:
Mail to: Novusolutions
9051 Florida Mining Blvd
Suite 103
Tampa, FL 33634
Fax to:
954-337-0761
Att: Sales
E-mail to: jkercher@novusolutions.com
40
Approval Page
Signature Date
Printed Signature
Purchase Order Number (optional)
Invoice Address:
x 01 rpi
4(04/ f r p Q‘ /Q
Accounts payable contact:
Phone
E-mail
,4 78-,6"
503 - 574,- 6O,33
a'1 D re L'/ yG��//ire-(da 'GAS
tiv
Special Billing Instructions: (optional)
41
SOFTWARE 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 NOVUSOLUTIONS
("Licensor"), and the individual, company, institution or governmental entity signing this Agreement below
("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 "NOVUSOLUTIONS 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 "NOVUSOLUTIONS 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.
1.2 "Corrections" shall mean any subsequent, commercially released versions of the
NOVUSOLUTIONS Software that Licensor, in its sole and absolute discretion, has released.
1.3
Agreement.
"Effective Date" shall mean the date set forth below next to the signature blocks of this
1.4 "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,
distribute or sublicense the NOVUSOLUTIONS Software or utilize the NOVUSOLUTIONS Software in any
manner except in furtherance of Licensee's business.
1.5 "hP 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.
1.6 "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
42
Licensee and/or Licensor and is not due to a malfunction in any other software or hardware) and, in such case,
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 owned 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 a non-exclusive, non -transferable, fully -paid, limited license to copy, use and
modify the NOVUSOLUTIONS Software and/or 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
NOVUSOLUTIONS 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 Licensor's sole and
absolute discretion. If required by Licensor, the NOVUSOLUTIONS 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. Department of Commerce, transmit, directly or indirectly,
the NOVUSOLUTIONS Software, or any component thereof, to: (a) any country outside the United States or
(b) 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
NOVUSOLUTIONS 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 party bearing their own telephone
expenses) relating to the NOVUSOLUTIONS Software. 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 set forth on Exhibit A attached hereto and made a part
hereof who are to be designated by Licensee. Licensee shall pay the reasonable travel expenses (airline
ticket, hotel, meals, and local transportation) incurred by Licensor's training representatives if the training
location is not within twenty-five (25) 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 rate(s)
set forth on Exhibit A.
2.5 Corrections, Updates and New Versions of NOVUSOLUTIONS Software. From the
Effective Date of this Agreement until its expiration or earlier termination, Licensor shall provide Licensee with
New Versions, Corrections and/or Updates of the NOVUSOLUTIONS Software. Such Corrections, Update
or New Versions shall be deemed part of the NOVUSOLUTIONS Software under this Agreement.
3. License and Monthly Maintenance Fees; Charges; Payment.
43
3.1 License and Monthly Maintenance Fees. Licensee agrees and hereby undertakes to pay
Licensor on or before the Effective Date and (if monthly license or maintenance fees are applicable) on or
before the first day of each month thereafter while this Agreement is in effect the license and maintenance fees
set forth on Exhibit A for the use of the NOVUSOLUTIONS Software during the terns of this Agreement
(such fees are together referred to as the "License Fee") If applicable, monthly payments of the License Fee
shall be deemed to be advance payments for that month's use of the NOVUSOLUTIONS Software.
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 No/100 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 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;
(ii) subject to the terms of this Agreement, Licensee and its End Users shall be entitled to full use
and possession of the NOVUSOLUTIONS Software; and
(iii) 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 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 OR COUNTRIES DO 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 OR SPECIAL
DAMAGES, LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOS
OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE T
44
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 furnished by
Licensor to Licensee infringes any patent, copyright or other proprietary right of any third party. 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 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, 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 authority to control the defense and/or settlement thereof; provided Licensee's interests are not
compromised or in conflict with those of Licensor. 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 9:00 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 NOVUSOLUTIONS 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 now 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, without 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
Software or the Product Name. Licensee shall not cause or allow the Product Name to be associated with any
product other than the NOVUSOLUTIONS 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 (other than the
NOVUSOLUTIONS Software as expressly authorized herein) bearing the Product Name or any name
confusingly similar thereto.
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 party hereto gives at least ninety (90) days' notice to the other party prior to
the effective date of such termination of its decision to terminate this Agreement; (ii) in the event that
Expiration Date has been selected and payment of a monthly License Fee is contemplated in Exhibit A, t
date ninety (90) days after either party hereto gives notice to the other party hereto that it has elected
45
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 (iv) 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 (or 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 (unless 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 NOVUSOLUTIONS 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 (ii) a petition for bankruptcy is filed 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 NOVUSOLUTIONS Software shall terminate, and Licensee shall immediately
destroy all NOVUSOLUTIONS 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 fulfilled its obligations pursuant to this Section. Licensor shall also have the right to electronically
remove the current and all prior versions of the NOVUSOLUTIONS Software from Licensee's Workstations
with proper noticebeing given of such intent.
9.5 Survival. The provisions of Sections 2.2, 3.2, 5, 6, 8, 9.4, 9.5 and 10 of this Agreement shall
survive the termination of this Agreement.
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 (50%) of Licensee's capital stock
within any two (2) year period, (iii) any transfer of this Agreement occurring 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. Applicable Law; Jurisdiction; Venue.
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
laws or conflict of laws. In the event of any litigation arising out of or relating to this Agreement or the brea
46
termination, validity or enforcement of this Agreement, venue shall be in theSuperior Court of Washington for
Yakima County, Washington, or the United States District Court for the Eastern District of Washington, as
applicable. Both parties hereto hereby submit to the exclusive jurisdiction of such courts.
47
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date set forth below.
DATED AS OF: / �— , 2006
"Licensor"
INOBBAR, L.L.C.
D/B/A N t ?�s d I h NS
111,
Jr.h Wryer, Its: Managing Partner
By:
"License
crt 144 ihq ee
CITY CQNTRAc r NO:. -204 -9/
RESOLUTION NO: 1 'n2D0h -172
48
Exhibit A
Expiration Date, License Fees, Training and Contact Information
Software application name: Novusolutions Software - NovusAGENDA
Expiration Date (if applicable): None
Initial License Fee: See Proposal Pricing
Monthly License Fee: $ None
Yearly Maintenance Fee: $ 2,900
Training Rate per day per Trainer: $ 1,950 Includes Travel Expenses
Licensor's Contact Representative, Address, Telephone and Telefax Number:
Novusolutions
10012 N Dale Mabry Hwy
Suite 115
Tampa, Florida 33618
Attn: John Kercher
Tel: 800-274-5624
Fax: 954-337-0761
Licensee's Contact Representative, Address, Telephone and Telefax Number:
c�A afL r p;, e
, n & . v / S f C,/
.
Attn: `,�
<_ °c�
Tel:, 5-0, �7 �(vU c5
Fax: 60 " 6 r3 5—
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. ' 2 -2 -
For Meeting of November 21, 2006
I TEM TITLE: A Resolution Authorizing Execution of Software License Agreement for
an Agenda Management System
SUBMI1'1''D BY: Dave Zable, Assistant City Manager
Rita DeBord, Finance Director
CONTACT PERSON/ TELEPHONE:
SUMMARY EXPLANATION:
Deborah Moore, City Clerk
(509) 575-6270
Rick Pettyjohn, Information Systems Mgr
(509) 575-6098
The existing method for developing the agendas and minutes for City Council and other City
committee meetings is a cumbersome, paper -driven, manual process that consumes a
significant amount of staff time at all levels of the organization. At the completion of this
process, the agenda is converted into a digital format for printing and posting to the City's
website. The City Clerk and Information Systems Divisions have been jointly researching
computer software systems that can automate this process as an online system that will
greatly facilitate the agenda development process and that will maintain the agenda as a
digital document for printing, posting to the City's Website, distribution and archiving.
Resolution X Ordinance Other (Specify)
Contract X Mail to (name and address): Mr. John Kercher, Novusolutions,
10012 N. Dale Mabry Hwy, Suite 115, Tampa, Florida 33618
Phone: (800) 274-5624
Funding Source General Fund
APPROVED FOR SUBMI'1"1'AL:
STAFF RECOMMENDATION: Adopt Resolution
BOARD/ COMMISSION RECOMMENDATION:
COUNCIL AC.' TION:
Resolution adopted. RESOLUTION NO. R-2006-172
As a result of our research, we have selected an agenda management system called
NovusAGENDA developed and marketed by Novusolutions. This system was developed
specifically for the agenda and meeting minute processes and best met the City's
requirements. Most of the other systems were subsets of document management systems
and provided neither the functionality nor the well thought out internal processes of the
NovusAGENDA system.
NovusAGENDA is available to the City of Yakima through the General Services
Administration (GSA) Contract Number GS -35F -4543G. The software license cost is $32,850.
Beginning in the second year, there will be an annual $2,900 software support and
maintenance fee. Funding for this system is included in the Information Systems 2006 Year-
end estimate. Funding for the on-going annual maintenance cost will also be included in the
Information Systems budget.
PROV
Proposal for: Yakima, WA
Proposal Date: 2-19-15
Valid for 90 days
Presented by:
John Kercher
Novusolutions
10012 N Dale Mabry Hwy
Suite 115
Tampa, Florida 33618
ikercherAnovusolutions.com
800-274-5624
Solution: NovusAGENDA
Project Overview:
Provide full hosting services for the NovusAGENDA software.
Novusolutions will provide all hosting for the software. The client has unlimited meeting
types under this license as well as unlimited users.
Our Cloud Computing partner is Amazon Cloud based Web Services,
http://aws.amazon.com/. They offer world class cloud computing solutions with full 24 X
7 backup and reliable infrastructure designed for today's complex computing challenges.
Amazon Hosting
NovusAGENDA Application runs on EC2 servers.
http://aws.amazon.com/ec2/
Backups are run daily and stored on Amazon S3
http://aws.amazon.com/s3/
How is this handled?
NovusAGENDA will ask you to send them a backup of your current Database about one
week prior to the move. This file will be large so it may take a few hours to upload. You
will continue to operate NovusAGENDA locally during this time.
One the day of the move we will take your current site down and do an incremental
backup. We will restore both backups in our cloud and you will be up and running. Total
downtime should be about 3 hours.
What changes?
The URLS users access to log in will change along with the URL of your public search
page. No other changes should be noticed by your staff or public.
Cost
$1,000 per year to be added to your existing support agreement.
Delivery Date:
60 days After Order
Terms: Net 30 days
Approval Page
Hosting $1000 Per yea
Date 1
Tono_ „
Printed Signaruie ) n t/k( ed-(3
fkLcumgere
0/Pr (optional)
Purchase Order Number
Invoice Address:
CITY CONTRACT N0 oO ` 4 7
RESOLUTION NO:9- a:°6 I -1
Cd-14 01 LlaKI-ing
13q N ' sttL&-
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Accounts payable contact:
Phone
E-mail
()Q -;-7S-(2070
Special Billing Instructions: (optional)
Return this completed document via mail to:
Novusolutions
10012 N. Dale Mabry Hwy
Suite 115
Tampa, FL 33618
Or
via fax to: 954-337-0761