HomeMy WebLinkAboutAddendum to Bi-Tech Software Inc.
Augusta Richmond GA
DOCUMENT NAME: A\) De.Nl:)l.) i'Y\ -t b ~ 'I - T E:C 14 <; 6~ t LV Pc~ E"::t:"rJC.,
DOCUMENT TYPE: A l) /<..r; EJn (;o.JT
YEAR: 1 qq 9
BOX NUMBER: l.p
FILE NUMBER: I L( D -, 0
NUMBER OF PAGES: ;;<
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AddendUlljl to the Software License -and~-Support Agreement _ - -- ; - .
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This Addendum and Amendment to the Software License and Support Agreement Dated November 12, 1997, is by
and between Hi-Tech Software Inc., hereinafter referred to as Bi- Tech and Augusta, Georgia, hereinafter referred
to as Licensee.
I. License
This addendum is for a nonexclusive, nontransferable, limited license for the ELF module, hereinafter referred to as
"Software". The license is limited to the number of IFAS concurrent users specified in the original Software
License and Support Agreement between Bi- Tech and Licensee as it may be amended from time to time.
The Licensee..is hereby granted the right to use the Software according to the Terms and Conditions as stated in the
original Software License and Support Agreement, between Bi-Tech and Licensee. No title.to or ownership of the
Software or any of its parts is hereby transferred to the Licensee and the Licensee's right to use the Software shall at
all times be .subject to the restrictions set forth in the above mentioned Agreement. The license granted hereby does
not include licensing for any third party product unless expressly stated herein.
Bi- Tech recognizes the sensitivity regarding the specimen signatures provided to Bi- Tech to digitally store and print
specimen signatures on the accounts payable checks produced with the ELF module. Therefore, Bi- Tech certifies
that upon completion of the accounts payable check format process within the ELF module, Bi- Tech will destroy
(shred) the original specimen signatures provided. Bi- Tech also reconfirms the Proprietary Information language
contained in Section 2 of the Standard Terms and Conditions of the original Software License and Support
Agreement.
II. Acceptance
Bi- Tech delivered and installed the Software, via remote access, on December 28, 1998. Licensee shall be deemed
to have accepted the Software thirty (30) days after installation.
III. License Fee, Annual Maintenance, Installation, and Training Services
The applicable charges are as follows:
Module
ELF
License Fee
$2,950
Annual
Maintenance
$413
Installation
N/C
4 Forms
$4,400
If services beyond those included above are needed, they shall be offered at Bi- Tech's then current service rates.
Any associated Travel, Meals, or Lodging will be billed as incurred. Annual Maintenance is fourteen percent of the
license fee; subject to annual increases per the original Software License and Support Agreement.
IV. Payment Terms for ELF module
Payment for the ELF module shall be as follows:
Due upon execution of this Addendum
License Fee $2,950
Annual Maintenance 413
Installation via Modem N/C
If applicable, lOO% of the sales/use tax due on the taxable amount for this Addendum.
Due as incurred
4 Forms
$4,400
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V. Agreement
Bi- Tech agrees to have the licensee 'ready for live' by June 22, 1999 for Payroll and Human Resources, adjusted for
uncontrollable events. 'Ready for live' is defined as Bi-Tech delivering software, consulting, training, and data
conversion services, as outlined in the Software License and Support Agreement signed by Licensee on November
12, 1997, sufficient to enable the Licensee to begin operational use of the software modules listed above. 'Ready for
live' is also defmed as the date that Bi- Tech states that the County can 'go live' with the software.
In recognition of the importance of this timeframe, Bi- Tech offers the following penalty and procedures:
Bi- Tech will give written notice to the Licensee, when in Bi- Tech's judgment, the Licensee is
'ready for live'. The Licensee shall be deemed to be 'ready for live' five (5) working days after
receiving Bi- Tech's written notice, unless during this period, the Licensee gives written notice to
Bi- Tech, describing in reasonable detail, any deficiencies in Bi- Tech's Software or delivery of
consulting, training and/or data conversion which precludes the Licensee from being 'ready for
live'. If the Licensee gives proper notice of not 'ready for live' then:
a. Bi- Tech shall respond immediately to remedy the deficiency, or
b. IfBi-Tech determines, reasonably and in good faith, that there is no deficiency and that the
Licensee is 'ready for live', then Bi-Tech shall give written notice to the Licensee explaining that
determination in reasonable detail. The Licensee shall be deemed to have accepted the 'ready for
live' ~ate of Bi- Tech's notice as described in this paragraph, unless notice of a dispute is provided
to Bi- Tech in writing within five (5) working days.
For each workday after June 22,1999 that Bi- Tech fails to have the Licensee 'ready for live', Bi- Tech agrees to pay
the Licensee a late penalty of $100 per day. All penalties will become due and payable upon failure to meet the
'ready for live' date.
The Licensee and Bi-Tech further agree to delete the Business and Animal License module from the aforementioned
Agreement. This deletion reduces the original Software Licensee Fees by $9,000.
VI. Terms of Final Payment
The Payment Schedule in the original Agreement is hereby modified to provide for the Final Payment Thirty days
after live use of Software or July 22, 1999, whichever is sooner. This payment shall be contingent upon 81- TECH
having fulfilled the obligations associated to payment milestones 1, 2, and 3 in the Software License and Support
Agreement signed November 12, 1997. This payment amount, less credit of$9,000 per above, shall be:
20% of all applicable IF AS License Fees
$23,438.00
VII. Provision of Good Will
Bi- Tech will pay the travel, meals and lodging portion of the following three trips, which are associated with the
implementation of the Payroll and Human Resource modules.
a. First three, consecutive, on site Payroll/Human Resource trips in 1999.
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Printed Name: Bruce E. Langston
Title: Vice President Finance
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Date: I / z. 8"/9' ?
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