HomeMy WebLinkAboutCheque Pointe Softare
Augusta Richmond GA
DOCUMENT NAME: ~LA~\{)\\\t~ ~~\~
DOCUMENT TYPE: CXj~~~
YEAR: 0\
BOX NUMBER: ,\
FILE NUMBER: \~\C\V
NUMBER OF PAGES: [);:S
SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made as of the 16
day of Januarv
2001, by and betwe :
ChequePointe Software, a South Carolina sole proprietorship, with its place of business at 811 Green ood Drive,
North Augusta, SC 29841 ("ChequePointe Software") and RAN Services, Inc. (Reseller an Systems
Integrator for ChequePointe Software, Inc.,) a Georgia corporation, with its place of business at 3540 eeler
Rd, Augusta, GA 30909 ("Ran Services, Inc.") (hereinafter collectively referred to as "Licensor"), and Au usta ,
Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Au usta,
Georgia, U.S.A., 30911 ("Licensee").
WHEREAS ChequePointe Software is the owner of the rights to certain software identified as
ChequePointe Software (collectively the "Software"), including copyright, trademark, trade secret and other
intellectual property rights; and
WHEREAS Licensee is desirous of obtaining a license to use the Software for the Augusta Regional
Airport at Bush Field
\
\
Now therefore, in consideration of the covenants, conditions and agreements herein contained, the parties
agree as follows:
I. ChequePointe Software hereby grants to Licensee a personal, non-transferable and non-exclusive license
restricted to Licensee's own operations:
(a) to use one production copy of the object code .version of the Software, in the form supplied by
ChequePointe Software, on hardware approved by ChequePointe Software; and
(b) to use documentation pertaining to the Software as supplied by ChequePointe Software (the
"Documentation"), but only as required to exercise the license granted herein.
Licensee may make two back-up copies of the Software. . Licensee may use the production copy of the
Software solely to process Licensee's own data, and the software may not be used on a service bureau or
similar basis to process data of others.
2. ]n consideration of the license granted to Licensee by this Agreement and the services set forth in the Scope
of Services outlined in Exhibit A, Licensee shall pay to ChequePointe Software a fee, the amount(s) of
which is as set out in Exhibit B (the "Item List").
3. Licensee acknowledges that the Software, the Documentation and other information relating thereto
(including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant to
this Agreement are owned by ChequePointe Software and include trade secrets and other confidential and
proprietary information of ChequePointe Software, and Licensee shall maintain in confidence and not
disclose the same, directly or indirectly, to any third party without ChequePointe Software' prior written
consent or pursuant to Court order. Licensee shall make no attempt to reverse compile, disassemble, or
otherwise reverse engineer the Software or any portion thereof. These obligations of confidentiality shall
survive termination of the license granted herein.
Licensor acknowledges that this Agreement and certain documentation may be subject to the Georgia Open
Records Act (O.C.G.A. S 50-18-70, et seq. Licensor shall cooperate fully in responding to such request and
shall make all records, not exempt, available for inspection and copying as required by law. Licensor shall
notify Licensee immediately of any Open Records request arising out of this contract and shall provide to
Licensee a copy of any response to the same.
4. The Licensee shall provide information and assistance as follows:
a. Assist Licensor by placing at its disposal all available information pertinent to the
project including network information and any other data relative to Licensor's services.
b. The Licensee shall obtain advice of an attorney, insurance counselor and other
Consultants as Licensee deems appropriate, for examination and rendering of decisions pertaining
to documents presented by the ChequePointe Software relating to this project within a reasonable
time so as not to delay the services of the System Integrator, Ran Services, Inc.
c. Give prompt written notice to Ran Services, Inc. whenever Licensee observes or
otherwise becomes aware of any development that affects the Scope or timing of the system setup.
d. Bear all costs incident to compliance with the requirements ofthis Section 4.
5. ChequePointe Software warrants the Software to operate in all material respects as specified in Exhibit C.
ChequePointe Software represents that the ChequePointe software application has been tested and is Year 2000
compliant. Specifically, ChequePointe Software shall correctly process date data within and between the 20th and
21 sl century, provided that (a) the software is used in accordance with its associated documentation, and (b) all other
technologies used with it properly exchanges date data within it. ChequePointe Software has proposed modem
technology be used with this project which ChequePointe Software is informed and believes is year 2000 compliant.
Further, ChequePointe Software will provide Y2K statements, disclosures and other related information that it has
in its possession for the respective third-party technologies. Upon certification of non-compliance with this
statement, ChequePointe Software shall endeavor to correct reported material deficiencies in its software products
so as to conform to the aforementioned definition. In the event that ChequePointe Software is not able to correct the
software products to conform to the statement within ninety (90) days after notification by Licensee, then
ChequePointe Software shall refund to Licensee all monies paid for such nonconforming technologies other than
hardware under this Agreement and this Agreement shall be null and void.
6. The license granted by this Agreement is effective until terminated. ChequePointe Software has the right
to terminate the license granted under this Agreement if Licensee is in default of any term or condition of this
Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default.
Without limiting the foregoing the Licensee shall be deemed to be in default if Licensee becomes insolvent or any
proceedings should be commenced by or against Licensee under any bankruptcy, insolvency or similar laws. In the
event that the license granted under this Agreement is terminated, Licensee shall forthwith return to Licensor all
copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and
will certify in writing to Licensor that all copies or partial copies of the Software, the Documentation and such other
materials have been returned to Licensor or destroyed.
7. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms
and conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the
contract(s) between ChequePointe Software and Licenseeas identified in Exhibit B and the ChequePointe Software
License and Warranty Agreement asidentified as Exhibit C, represents the complete and exclusive agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations,
discussions or understandings between them in any way relating thereto. No other terms, conditions,
representations, warranties or guarantees, whether written or oral, express or implied, shall form a part hereof or
have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of the contract(s) identified in Exhibit B and Exhibit C, the latter provisions shall be
of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified
except by later written agreement signed by both parties.
2
8. Licensor agrees to have the software implemented and "ready for live" by the week of March 5, 2001.
"Ready for live" is defined as Licensor delivering software, consulting, and training sufficient to enable Licensee to
begin operational use of the software and the date Licensor states the Licensee can "go live" with the software. With
the full cooperation of the Licensee, Licensor shall not be responsible for, and its performance of obligations shaH
automaticaHy be postponed as a result of, delays beyond Licensor's reasonable control.
In recognition of the importance of this timeframe, Licensor offers the foHowing procedures:
ChequePointe Software will give written notice (if required) to the Licensee, when in Licensor's
judgment, the software has been implemented and the Licensee is "ready for live" (Implementation date).
The Licensee shaH be deemed to be "ready for live" five (5) working days after receiving Licensor's
written notice, unless during this period, the Licensee gives written notice to Licensor, describing in
reasonable detail, any critical deficiencies in Licensor's software or the delivery of consulting, training or
hardware which precludes the Licensee from being "ready for live". If the Licensee gives proper notice of
not "ready for live" then:
a. Licensor shall respond immediately to remedy the deficiency, or
b. If Licensor determines, reasonably and in good faith, that there is no critical deficiency
and that the Licensee is "ready for live", then Licensor 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" date of Licensor's notice as described in
this paragraph, unless notice of a dispute is provided to Licensor in writing with five (5)
working days.
The work described shaH be carried out as expeditiously as possible. Licensor shall not be liable to the
Licensee, if delayed in, or prevented from performing the work as specified herein through any cause beyond
the control of Licensor, and not caused by his own fault or negligence including acts of nature or the public
enemy, inclement weather conditions, acts, regulations, or decisions of the Government or regulatory
authorities after the effective date of this Agreement, fires, floods, epidemics, strikes, jurisdictional disputes,
lockouts, and freight embargoes.
9. This Agreement, or any of the rights or obligations of Licensor created herein, may not be assigned by
Licensor without Licensee's consent, which consent shall not be unreasonably be withheld, but this Agreement is
for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of
Licensor.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
All claims, disputes and other matters in question between Licensee and Licensor arising out of, or relating to, this
Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Licensor,
by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and
waives any right to contest jurisdiction and venue in said Court.
II. All notices hereunder shall be in writing and shall be duly given if delivered personaHy or sent by
registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties
appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date,
which it is delivered if delivered personally, or, if mailed, on the fifth business day next foHowing the mailing
thereof. Either party may change its address for notices by giving notice of such change.
12. To ensure effective communications, ChequePointe Software shall submit all invoices and correspondence
regarding accounts payable and receivables shaH be made to the following address:
3
The originals to: Director of Information Technology
530 Greene Street, Annex 101
Augusta, Georgia 3091 I
ATTN:
Director
Telephone:
Fax Number:
706.821.2522
706.821.2530
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized
officials of ChequePointe Software and Licensee.
LICENSOR:
LICENSEE:
CHEQUEPOINTE SOFTWARE, INC.
By:
:J7'
:~ ;Ob Young
Name:
Title:
Title:
Mayor
Title:
~4 ~/t +.-
Title: Clerk
rT~
AUGUSTA A VIA nON COMMISSION .
:fJ!1:!~Wi~~m~~
Title: Chairman, Augusta Aviation Commission
4
EXHffiIT A
(Software License Agreement)
Part I - Scope of Services
Task 101 - Determine Hardware and Network
A RAN Services Engineer will be available to go to the site and determine if the hardware is ready and
properly linked. An evaluation of the network status will be made. If the network is not setup within our
specifications, the necessary adjustments will be made. It may be possible to deliver the computers to the
office of RAN Services at 3540 Wheeler Road to install and test the network. The second arrangement is
preferred by RAN Services due to better-controlled conditions in our office test lab.
Task 102 - Complete Required Modifications
1. Increase the width of the currency field to include values over $]00,000.
2. Allow precision to the thousandth position. This is needed for the fuel inventory or provide temporary
work around.
3. Allow the quantity to hold values over 100,000.
4. Ability to interface with the Bi- Tech Financial System.
5. Ability to manually enter the receipts and authorization number into the system.
6. Needs a Sales Tax Report.
7. Add a place to store the GL account numbers
8. Ability to swipe and manually enter credit card information. This will require that an approval code is
recevied before processing.
Task 103 - Install Drivers, ChequePointe Software and Database Engine
RAN Services will install the software, database engine, drivers and test the operation of the software on
the network.
Task 104- End User Training
ChequePointe Software and RAN Services, Inc. will provide two hours of on site training in the use of the
ChequePointe pas software for each installation. Training after the initial training will be conducted on
modem session by ChequePointe Software.
TASK 200 - Follow Up
Task 201 - Check Data Tables
RAN Services, Inc. will, as part of the support agreement, do an on-site inspection of data tables to be sure
the data tables are being properly populated. This task will be accomplished within the first 30 to 45 days
of system use.
Task 202 - Backups
RAN Services, Inc. will check the backups to determine if a recommended procedure is being followed to
prevent accidental loss of data.
5
EXHIBIT A - Part II
(Software License Agreement)
Part II - Additional Professional Services
I. ON-SITE TRAINING FOR CHEQUEPOlNTE POS
Licensor shall provide on-site training of the ChequePointe POS software at an hourly rate of $75.00 per hour with a
2-hour minimum per training session. A request for training must be provided to Licensor at least 72 hours prior to
the start of each training session to accommodate scheduling. A request for the cancellation of a scheduled training
session must be provided to Licensor at least 2 hours before the training session is to begin. If notice is not received
within 2 hours prior to the start of a training session, Licensor reserves the right to bill the customer for the
minimum 2-hour training fee, which is $150.00.
II. CUSTOM PROGRAMMING & REPORTS
Licensor shall provide custom software development services at a rate of $75.00 per hour and additional customized
reports at a rate of $20.00 each.
III. MANUAL ENTRY OF CREDIT CARD NUMBERS
The ChequePointe POS software application will allow for the manual entry of credit card types, such as Visa,
MasterCard, etc. and also for the manual entry of the credit card number during the transaction process. Approval
or decline of the credit card transaction shall be processed outside of the ChequePointe POS application.
n. OTHER SOFTWARE
ChequePointe POS is a 32-bit software application, which complies with current Windows specifications for use on
Windows 95/98/NT computers. ChequePointe Software cannot guarantee that other software applications comply
with current Windows specifications. Operating multiple applications at the same time within the Windows
environment requires substantial Random Access Memory (RAM) to help prevent lock-ups. ChequePointe
Software recommends that proper testing should be performed while all software applications are running to insure
compatibility and stability.
CltequePoill1e Software reserves tlte right to cltange its custom software development service rate at any time;
provided, however, such service rate increase shall not exceed ten per cent (10%) annually. A 90-day written
notice shall be provided to customer prior to tlte effective date of the new rate cltange.
6
T
EXHIBIT B - ChequePointe Itemized Cost
Estimated Item List For Point of Sale
Item
Cost
Number Total Amt.
* ChequePointe Software(995+299(Atomic Software 1294 I 1294.00
Link)(T))
* Atomic Software(335) 335 I 335.00
* Receipt Printer(Thermal)(T) 449 I 449.00
* TouchScreen(14)(T) 699 1 699.00
* Cash Drawer(T) 199 I 199.00
* Bar Code Scanner(T) 399 1 399.00
* Check Swiper(T) 335 I 335.00
* Software Setup for Check Verification 350 I 350.00
* Credit Card Reader(T) 199 1 199.00
* Pole Display(T) 299 1 299.00
* System Setup/Install and test database engine. Install 3900 I 3900.00
network. Install and test drivers for network interface cards
and test file and record 10cking)(S)
* 24/7 Maintenance Support Contract 2950 1 2950.00
* Chequepoillte Software Support & Updates 395 I 395.00
Note: Price shall not exceed the estimated list price.
'\.
7
EXHIBIT C
ChequePointe Software License and Warranty Agreement
AGREEMENT
I. LICENSE:
ChequePointe Software Company grants the licensee a non-exclusive license to use and install the software on not more than
one (I) computer workstation under the terms and conditions stated in this agreement. ChequePointe Software Company
retains title to and owns this copy and all backup copies and any proprietary rights related to the software. You may make
copies of the software for backup only. You may not make alterations or modifications to the software, or attempt to discover
the source code of the software. The software may not be sublicensed, rented, or leased. Both the license and your right to use
the software terminate automatically if you violate any part of this agreement. In the event of termination, you must immediately
destroy all copies of the software or return them to ChequePointe Software Company.
2. LIMITED WARRANTY
If you discover physical defects in the media on which the software is distributed, or in the User's Guide, ChequePointe
Software Company will replace the media or manual for a period of ninety (90) days after purchase by the enduser. You must
return the disks or manual to ChequePointe Software Company for replacement.
CHEQUEPOINTE SOFTWARE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, ON SOFTWARE AND
MANUALS INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, PERFORMANCE, AND
FITNESS FOR A PARTICULAR PURPOSE. CHEQUEPOINTE SOFTWARE COMPANY WILL NOT BE LIABLE FOR
ANY DEFECT, BUG, ERROR, OMISSION, DEFICIENCY, OR NONCONFORMITY OF THE SOFTWARE. AS A
RESULT, THE SOFTWARE IS SOLD "AS IS", AND THE PURCHASER ASSUMES THE ENTIRE RISK AS TO ITS
QUALITY AND PERFORMANCE.
3. LIMITATION OF LIABILITY
CHEQUEPOINTE SOFTWARE COMPANY SHALL IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONTINGENT, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE
SOFTW ARE, OR ITS DOCUMENTATION, INCLUDING DAMAGES FROM LOSS OF DATA, DOWNTIME, LOSS OF
GOODWILL, DAMAGE TO OR REPLACEMENT OF PROPERTY OR EQUIPMENT, AND ANY COSTS OF
RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA USED IN CONJUNCTION WITH
CHEQUEPOINTE SOFTWARE COMPANY PRODUCTS, EVEN IF CHEQUEPOINTE SOFTWARE COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT CHEQUEPOINTE SOFTWARE
COMPANY'S LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR
WARRANTY SHALL NOT EXCEED ANY AMOUNTS PAID BY YOU FOR THIS SOFTWARE. NO ADDITIONAL
WRITTEN OR ORAL INFORM A TlON OUTSIDE THIS AGREEMENT WILL IN NO WAY INCREASE THE SCOPE OF
THIS WARRANTY. FURTHERMORE, CHEQUEPOINTE SOFTWARE COMPANY RESERVES THE RIGHT TO REVISE
THE USER'S GUIDE AND ACCOMPANYING SOFTWARE AND TO MAKE CHANGES AND REVISIONS FROM TIME
TO TIME TO THE CONTENT WITHOUT OBLIGATION OF CHEQUEPOINTE SOFTWARE COMPANY TO NOTIFY
ANY PERSON OR ORGANIZATION OF SUCH CHANGES OR REVISIONS.
4. REFUND POLICY
ChequePointe Software Company allows the retail version of the software to be downloaded from the internet for a 45 day
evaluation period at no charge. Once the software is purchased, no refunds will be permitted.
8
Both parties agree that the above accurately reflects the Software, which is subject to the license terms and
conditions outlined in the attached Software Agreement dated January 16, 200 I .
LICENSOR:
LICENSEE:
Title:
MAte.lL D. RA -rCL-l t=~
();-.>t\JGft
;!lT~. ,
Na~ Bob Youog
By:
Name:
Title: Mavor
RAN SERrer~C} ~/ /} Attest
By, ~~~c:.-,~BY,
Name: ~pJ,",/d L ~~~ Name:
Title: "J2..4.. <L ~ ~ .-?- . Title:
AUGUSTA AVIATION COMMISSION
BY~''%' yJdk~
Name: Marcie M. Wilhelmi
Jb;af{~)
Lena Bonner
Clerk
IT:.JCU
Title: Chairman, Augusta Aviation Commission
9
Payment Schedule
Item Descriotion
I 50% License Fee and System Setup after Signing of Contract
2 50% License Fee and System Setup 30 days after" Successful Go Live" date
3 100% of hardware and 3rd party cost as they incur
4 Any customized items are delivered, full payment
10
SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the 16
day of January, 2001, by and between:
ChequePointe Software, a South Carolina sole proprietorship, with its place of business at 811 Greenwood Drive,
North Augusta, SC 29841 ("ChequePointe Software") and RAN Services, Inc. (Reseller and Systems
Integrator for ChequePointe Software, Inc.,) a Georgia corporation, with its place of business at 3540 Wheeler
Rd, Augusta, GA 30909 (herein collectively referred to as "Licensor"), and Augusta, Georgia, a political
subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A.,
30911 ("Licensee").
WHEREAS Licensee is desirous of participating in Licensor's annual maintenance program for the
Computer System running the licensed copy of ChequePointe Software at the Augusta Regional Airport at Bush
Field.
NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the
parties agree as follows:
1. In consideration of payments to be made by Licensee to RAN Services, Inc. as set out below, Licensor agrees
to provide the following system and software maintenance services during the term of this Agreement:
(a) Licensor will be available to support the networks on a 24 hours per day, 7 days per week basis.
(b) Licensor will normally respond to a troubleshooting call within I hour. One of our engineers will
contact the individual on site to determine the details of the problem and attempt to resolve the
problem by talking someone through a procedure. If that does not resolve the problem, a modem
session may be set up. (For example, we may have to do a rebuild of a damaged database). Finally,
we will come on site to do a problem resolution, if required, at no additional charge. Any software
problem that must involve the primary ChequePointe programmer will be addressed first thing the next
ChequePointe business day. The ChequePointe programmer will be available Monday through Friday
(9 am to 7 pm) and Saturday (lOam to 3 pm).
(c) Licensor shall, periodically, inspect the network files and storage media to provide early detection of
damaged files or data table problems. Backups will also be checked periodically. The purpose of this
is to determine if data can actually be restored from the backup media.
2. Maintenance services shall not includenetwork customization, hardware repair parts or replacement.
3. Licensee shall pay an annual maintenance fee to RAN Services, Inc. as provided in Exhibit A. This fee shall
be subject to change as set out in Exhibit A.
4. Licensee shall also provide the warranty as provided in Exhibit A.
5. Licensee shall, at Licensor's request, provide Licensor with the right of dial-access to Licensee's computers
on which the Software is installed, so as to enable RAN Services, Inc. and ChequePointe Software to effect
problem resolution in the most expeditious manner possible.
6. Licensor will invoice Licensee for services (including installation, customization, hardware, training and
additional services) and related expenses on a monthly basis for such services performed and related
expenses incurred during each month that are not covered by the Maintenance Agreement. In addition to the
fees payable by Licensee to RAN Services, Inc., all taxes and other levies, including sales and use taxes (but
excluding taxes based on the net income of Licensor resulting from this Agreement) shall be the
responsibility of the Licensee. If any withholding tax or similar levy is applicable to the fees or other
18-Jan-Ol
RAN Services, Inc.
amounts payable to RAN Services, Inc., Licensee shall pay such additional amount as shall result in RAN
Services, Inc. receiving the total amount of the fees or other amounts it would have been paid but for such tax
or levy.
7. The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement
includes confidential and proprietary information (hereinafter the "Confidential Information"). Each party
agrees not to disclose Confidential Information to third parties, without the prior written consent of the other
party or pursuant to Court order. The parties agree that the Confidential Information does not include any
information which, at the time of disclosure, is generally known by the public. Licensor acknowledges that
this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. 9 50-
18-70, et seq. Licensor shall cooperate fully in responding to such request and shall make all records, not
exempt, available for inspection and copying as required by law.
8. The initial term of this Agreement shall be for a period of one (I) year and it shall be automatically renewed
as long as Licensee remains licensed by ChequePointe Software to use the Software, unless earlier canceled
in writing by either party at any time upon 90 days written notice.
9. (a) Either party has the right to terminate this Agreement if the other party breaches or is in default of any
obligation hereunder, and if such default has not been cured within thirty (30) days after receipt of
notice of such default.
(b) Either party may terminate this Agreement by written notice if the other party becomes insolvent or
bankrupt.
(c) The obligations of each party pertaining to Confidential Information and taxes shall survive the
termination of this Agreement.
10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any
delay or failure by such party in perfornling its obligations hereunder, if such delay or failure was the
unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labor
disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition
beyond the control of such party; provided that such party notifies the other party of its inability to perform
and the reasons therefor, with reasonable promptness; and performs its obligations hereunder as soon as
circumstances permit.
II. This Agreement, or any of the rights or obligations of Licensor created herein, may not be assigned by
Licensor without Licensee's consent, which consent shall not be unreasonably be withheld, but this
Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express
written consent of Licensor.
12. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and
conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the
contract(s) between Licensor and Licensee as identified in the License Agreement, represents the complete
and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements, negotiations, discussions or understandings between them in any way relating thereto. No other
terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall
form a part hereof or have any legal effect whatsoever. In the event of any conflict or inconsistency between
the provisions of this Agreement and the provisions of the contract(s) identified in the License Agreement,
the latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This
Agreement shall not be modified except by later written agreement signed by both parties.
13. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia,
U.S.A. All claims, disputes and other matters in question between Licensee and RAN Services, Inc. arising
out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of
2
RAN Services, Inc.
IS.Jan-O I
Richmond County, Georgia. Licensor, by executing this Agreement, specifically consents to venue and
jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said
Court.
14. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing
on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which
it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing
thereof. Either party may change its address for notices by giving notice of such change.
15. All efforts will be made so that initial determination of any software related needs will pass through the
Augusta Information Technology Department prior to contacting ChequePointe Software.
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of
RAN Services, Inc. and Licensee.
Name:
B~9.,--d ~"t.d~,d~
1<41-1 ~C~
.. v
AUGUST , G
~b Young
tN,,.
LICENSOR:
RAN SER7fS, INC.
By ~~.It<L~
Title:
Title: Mavor
Attest:
kj~
By:
By:
Name:
Lena Bonner
Title:
Title:
Clerk
\T-~
Title: Interim Airport Director
3 18-)on-01
RAN Services, Inc.
EXHIBIT A
Software Maintenance
Item Support Vendor License Fee Annual Maintenance Maintenance
Fee*(Includes ChequePointe Start Date
Maintenance)
1. RAN SER VICES, INC. & $ 1294 $ 3345 2/26/200 I
CHEQUPOINTE SOFTWARE
TOTAL $ 1294 $3345.00
· First year maintenance fee only. Subsequent years are renewable annually at the support anniversary date.
Fees may change depending upon cost factors affecting RAN Services, lnc; provided, however, any increase in
fees shall not exceed seventeen per cent (17%) annually.
Hardware Warranty
* Receipt Printer (Thermal)(T) Epson America (one year warranty) 30 days DOA
* TouchScreen (14)(T) MicroTouch (5 year on sensor and touch controller, 2 year warranty on monitor)
* Cash Drawer (T) MMF Cash Drawer (2 year warranty, 30 days DOA)
* Bar Code Scanner (T) 24 month from date of manufacture. DOA 14 days from invoice date.
* Check Swiper (T)(l year warranty on MICR)
* Credit Card Reader (T)(l year warranty on MrCR)
* Pole Display (T)(I year warranty on MICR)
LICENSOR:
LICENSEE:
~
RAN SE~S. ';C' 'tI/L
By. I~~,J/I~_A--
Name: ;eC-~../c1 5tA6t ~'<1~/~
Title: 4E>--'l St/c-~'
:J!:TA'
Nlt!! Bob Y oun,
Title: Mayor
4
RAN Services, Inc.
I 8-Jan-O I
.
Attest: ~djf'~~
By:
By: Name: Lena Bonner
Title: Title: Clerk
tT:.Jw
By:
Name:
Title: Interim Airport Director
5 18-J8n-O I
RAN Services, Inc.
SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT
day of Januarv
2001, by and between:
THIS AGREEMENT made as of the 16
ChequePointe Software, a South Carolina sole proprietorship, with its place of business at 811 Greenwood Drive,
North Augusta, SC 2984] ("ChequePointe Software") and RAN Services, Inc. (Reseller and Systems
Integrator for ChequePointe Software, Inc.,) a Georgia corporation, with its place of business at 3540 Wheeler
Rd, Augusta, GA 30909 ("Ran Services, Inc.") (hereinafter collectively referred to as "Licensor"), and Augusta,
Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta,
Georgia, U.S.A., 30911 ("Licensee").
WHEREAS ChequePointe Software is the owner of the rights to certain software identified as a
ChequePointe Software (collectively the "Software"), including copyright, trademark, trade secret and other
intellectual property rights; and
WHEREAS Licensee is desirous of obtaining a license to use the Software for the Augusta Recreation
Department's Golf Course;
Now therefore, in consideration of the covenants, "'conditions and agreements herein contained, the parties
agree as follows:
1. ChequePointe Software hereby grants to Licensee a personal, non-transferable and non-exclusive license
restricted to Licensee's own operations:
(a) to use one production copy of the object code version of the Software, in the form supplied by
ChequePointe Software, on hardware approved by ChequePointe Software; and
(b) to use documentation pertaining to the Software as supplied by ChequePointe Software (the
"Documentation"), but only as required to exercise the license granted herein.
Licensee may make two back-up copies of the Software. Licensee may use the production copy of the
Software solely to process Licensee's own data, and the software may not be used on a service bureau or
similar basis to process data of others.
2. In consideration of the license granted to Licensee by this Agreement and the services set forth in the Scope
of Services outlined in Exhibit A, Licensee shall pay to ChequePointe Software a fee, the amount(s) of
which is as set out in Exhibit B (the "Item List").
3. Licensee acknowledges that the Software, the Documentation and other information relating thereto
(including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant to
this Agreement are owned by ChequePointe Software and include trade secrets and other confidential and
proprietary information of ChequePointe Software, and Licensee shall maintain in confidence and not
disclose the same, directly or indirectly, to any third party without ChequePointe Software' prior written
consent or pursuant to Court order. Licensee shall make no attempt to reverse compile, disassemble, or
otherwise reverse engineer the Software or any portion thereof. These obligations of confidentiality shall
survive termination of the license granted herein.
Licensor acknowledges that this Agreement and certain documentation may be subject to the Georgia Open
Records Act (O.C.G.A. 9 50-18-70, et seq. Licensor shall cooperate fully in responding to such request and
shall make all records, not exempt, available for inspection and copying as required by law. Licensor shall
notify Licensee immediately of any Open Records request arising out of this contract and shall provide to
Licensee a copy of any response to the same.
4. The Licensee shall provide information and assistance as follows:
a. Assist Licensor by placing at its disposal all available information pertinent to the
project including network information and any other data relative to Licensor's services.
b. The Licensee shall obtain advice of an attorney, insurance counselor and other
Consultants as Licensee deems appropriate, for examination and rendering of decisions pertaining
to documents presented by the ChequePointe Software relating to this project within a reasonable
time so as not to delay the services of the System Integrator, Ran Services, Inc.
c. Give prompt written notice to Ran Services, Inc. whenever Licensee observes or
otherwise becomes aware of any development that affects the Scope or timing of the system setup.
d. Bear all costs incident to compliance with the requirements of this Section 4.
5. ChequePointe Software warrants the Software to operate in all material respects as specified in Exhibit C.
ChequePointe Software represents that the ChequePointe software application has been tested and is Year 2000
compliant. Specifically, ChequePointe Software shall correctly process date data within and between the 20th and
21 sl century, provided that (a) the software is used in accordance with its associated documentation, and (b) all other
technologies used with it properly exchanges date data within it. ChequePointe Software has proposed modem
technology be used with this project which ChequePointe Software is informed and believes is year 2000 compliant.
Further, ChequePointe Software will provide Y2K statements, disclosures and other related information that it has
in its possession for the respective third-party technologies. Upon certification of non-compliance with this
statement, ChequePointe Software shall endeavor to correct reported material deficiencies in its software products
so as to conform to the aforementioned definition. In the event that ChequePointe Software is not able to correct the
software products to conform to the statement within ninety (90) days after notification by Licensee, then
ChequePointe Software shall refund to Licensee all monies paid for such nonconforming technologies other than
hardware under this Agreement and this Agreement shall be null and void.
6. The license granted by this Agreement is effective until terminated. ChequePointe Software has the right
to terminate the license granted under this Agreement if Licensee is in default of any term or condition of this
Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default.
Without limiting the foregoing the Licensee shall be deemed to be in default if Licensee becomes insolvent or any
proceedings should be commenced by or against Licensee under any bankruptcy, insolvency or similar laws. In the
event that the license granted under this Agreement is terminated, Licensee shall forthwith return to Licensor all
copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and
will certify in writing to Licensor that all copies or partial copies of the Software, the Documentation and such other
materials have been returned to Licensor or destroyed.
7. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms
and conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the
contract(s) between ChequePointe Software and Licenseeas identified in Exhibit B and the ChequePointe Software
License and Warranty Agreement asidentified as Exhibit C, represents the complete and exclusive agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations,
discussions or understandings between them in any way relating thereto. No other terms, conditions,
representations, warranties or guarantees, whether written or oral, express or implied, shall form a part hereof or
have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of the contract(s) identified in Exhibit B and Exhibit C, the latter provisions shall be
of no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified
except by later written agreement signed by both parties.
2
8. Licensor agrees to have the software implemented and "ready for live" by the week of Februarv 5, 2001.
"Ready for live" is defined as Licensor delivering software, consulting, and training sufficient to enable Licensee to
begin operational use of the software and the date Licensor states the Licensee can "go live" with the software. With
the full cooperation of the Licensee, Licensor shall not be responsible for, and its performance of obligations shall
automatically be postponed as a result of, delays beyond Licensor's reasonable control.
In recognition of the importance of this timeframe, Licensor offers the following procedures:
ChequePointe Software will give written notice (if required) to the Licensee, when in Licensor's
judgment, the software has been implemented and the Licensee is "ready for live" (Implementation date).
The Licensee shall be deemed to be "ready for live" five (5) working days after receiving Licensor's
written notice, unless during this period, the Licensee gives written notice to Licensor, describing in
reasonable detail, any critical deficiencies in Licensor's software or the delivery of consulting, training or
hardware which precludes the Licensee from being "ready for live". If the Licensee gives proper notice of
not "ready for live" then: .
a. Licensor shall respond immediately to remedy the deficiency, or
b. If Licensor determines, reasonably and in good faith, that there is no critical deficiency
and that the Licensee is "ready for live", then Licensor 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" date of Licensor's notice as described in
this paragraph, unless notice of a dispute is provided to Licensor in writing with five (5)
working days.
The work described shall be carried out as expeditiously as possible. Licensor shall not be liable to the
Licensee, if delayed in, or prevented from performing the work as specified herein through any cause beyond
the control of Licensor, and not caused by his own fault or negligence including acts of nature or the public
enemy, inclement weather conditions, acts, regulations, or decisions of the Government or regulatory
authorities after the effective date of this Agreement, fires, floods, epidem ics, strikes, jurisdictional disputes,
lockouts, and freight embargoes.
9. This Agreement, or any of the rights or obligations of Licensor created herein, may not be assigned by
Licensor without Licensee's consent, which consent shall not be unreasonably be withheld, but this Agreement is
for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of
Licensor.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
All claims, disputes and other matters in question between Licensee and Licensor arising out of, or relating to, this
Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Licensor,
by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and
waives any right to contest jurisdiction and venue in said Court.
II. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties
appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date,
which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing
thereof. Either party may change its address for notices by giving notice of such change.
12. To ensure effective communications, ChequePointe Software shall submit all invoices and correspondence
regarding accounts payable and receivables shall be made to the following address:
3
The originals to: Director of Information Technology
530 Greene Street, Annex 101
Augusta, Georgia 30911
ATTN:
Director
Telephone:
Fax Number:
706.821.2522
706.821.2530
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized
officials of ChequePointe Software and Licensee.
LICENSOR:
:::,QUE~FEt~
Title: ~Q
RANSERi}S, 11 I;J L'
By /-tP~ 4~l/
Name: /'Jyk~,1 ~.MuA/J.47;"V
Title: A/1/f ~p' 64' .
Attest:
By:
Name:
Title: Clerk
\T-~
4
Mavor
du1~
Lena Bonner
EXHIBIT A
(Software License Agreement)
Part I - Scope of Services
Task 101 - Determine Hardware and Network
A RAN Services Engineer will be available to go to the site and detennine if the hardware is ready and
properly linked. An evaluation of the network status will be made. If the network is not setup within our
specifications, the necessary adjustments will be made. It may be possible to deliver the computers to the
office of RAN Services at 3540 Wheeler Road to install and test the network. The second arrangement is
preferred by RAN Services due to better-controlled conditions in our office test lab.
Task 102 - Complete Required Modifications
I. Increase the width of the currency field to include values over $100,000.
2.
3. Allow the quantity to hold values over 100,000.
4. Ability to interface with the Bi- Tech financial System.
5. Ability to manually enter the receipts and authorization number into the system.
6. Needs a Sales Tax Report.
7. Add a place to store the GL account numbers
Task 103 - Install Drivers, ChequePointe Software and Database Engine
RAN Services will install the software, database engine, drivers and test the operation of the software on
the network.
Task 104- End User Training
ChequePointe Software and RAN Services, Inc. will provide two hours of on site training in the use of the
ChequePointe pas software for each installation. Training after the initial training will be conducted on
modem session by Chequepointe Software.
TASK 200 - Follow Up
Task 201 - Check Data Tables
RAN Services, Inc. will, as part of the support agreement, do an on-site inspection of data tables to be sure
the data tables are being properly populated. This task will be accomplished within the first 30 to 45 days
of system use.
Task 202 - Backups
RAN Services, Inc. will check the backups to detennine if a recommended procedure is being followed to
prevent accidental loss of data.
5
EXHmIT A - Part II
(Software License Agreement)
Part II - Additional Professional Services
I. ON-SITE TRAINING FOR CHEQUEPOINTE POS
Licensor shall provide on-site training of the ChequePointe POS software at an hourly rate of $75.00 per hour with a
2-hour minimum per training session. A request for training must be provided to Licensor at least 72 hours prior to
the start of each training session to accommodate scheduling. A request for the cancellation of a scheduled training
session must be provided to Licensor at least 2 hours before the training session is to begin. If notice is not received
within 2 hours prior to the start of a training session, Licensor reserves the right to bill the customer for the
minimum 2-hour training fee, which is $150.00.
IJ. CUSTOM PROGRAMMING & REPORTS
Licensor shall provide custom software development services at a rate of $75.00 per hour and additional customized
reports at a rate of $20.00 each.
m. MANUAL ENTRY OF CREDIT CARD NUMBERS
The ChequePointe POS software application will allow for the manual entry of credit card types, such as Visa,
MasterCard, etc. and also for the manual entry of the credit card number during the transaction process. Approval
or decline of the credit card transaction shall be processed outside of the ChequePointe POS application.
n. OTHER SOFTWARE
ChequePointe POS is a 32-bit software application, which complies with current Windows specifications for use on
Windows 95/98fNT computers. ChequePointe Software cannot guarantee that other software applications comply
with current Windows specifications. Operating multiple applications at the same time within the Windows
environment requires substantial Random Access Memory (RAM) to help prevent lock-ups. ChequePointe
Software recommends that proper testing should be performed while all software applications are running to insure
compatibility and stability.
ChequePoillte Software reserves the right to challge its custom software developmellt service rate at allY time;
provitled, however, such service rate ill crease shallllot e;\:ceed tell per cellt (10%) allllually. A 90-day writtell
Ilotice shall be provitled to customer prior to the effective date of the lIew rate challge.
6
EXHIBIT B - ChequePointe Itemized Cost
Estimated Item List For Point of Sale
Item
Cost
Number Total Amt.
* ChequePointe Software(995+299(Atomic Software 1294 1 1294.00
Link)(T))
* Atomic Software(335) 335 1 335.00
* Receipt Printer(Thermal)(T) 449 2 898.00
* TouchScreen(14)(T) 699 2 1398.00
* Cash Orawer(T) 199 2 398.00
* Bar Code Scanner(T) 399 3 1197.00
* Check Swiper(T) 335 2 670.00
* Software Setup for Check Verification 350 I 350.00
* Credit Card Reader(T) 199 1 199.00
* Pole Display(T) 299 2 598.00
* System Setup/Install and test database engine. Install 3900 1 3900.00
network. Install and test drivers for network interface cards
and test file and record 10cking)(S)
* 24/7 Maintenance Support Contract 2950 1 2950.00
* Chequepointe Software Support & Updates 395 I 395.00
Note: Price shall not exceed the estimated list price.
7
EXHIBIT C
ChequePointe Software License and Warranty Agreement
AGREEMENT
I. LICENSE:
ChequePointe Software Company grants the licensee a non-exclusive license to use and install the software on not more than
one (I) computer workstation under the terms and conditions stated in this agreement. ChequePointe Software Company
retains title to and owns this copy and all backup copies and any proprietary rights related to the software. You may make
copies of the software for backup only. You may not make alterations or modifications to the software, or attempt to discover
the source code of the software. The software may not be sublicensed, rented, or leased. Both the license and your right to use
the software terminate automatically if you violate any part of this agreement. In the event of termination, you must immediately
destroy all copies of the software or return them to ChequePointe Software Company.
2. LIMITED WARRANTY
If you discover physical defects in the media on which the software is distributed, or in the User's Guide, ChequePointe
Software Company will replace the media or manual for a period of ninety (90) days after purchase by the enduser. You must
return the disks or manual to ChequePointe Software Company for replacement.
CHEQUEPOINTE SOFTWARE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, ON SOFTWARE AND
MANUALS INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, PERFORMANCE, AND
FITNESS FOR A PARTICULAR PURPOSE. CHEQUEPOINTE SOFTWARE COMPANY WILL NOT BE LIABLE FOR
ANY DEFECT, BUG, ERROR, OMISSION, DEFICIENCY, OR NONCONFORMITY OF THE SOFTWARE. AS A
RESULT, THE SOFTWARE IS SOLD "AS IS", AND THE PURCHASER ASSUMES THE ENTIRE RISK AS TO ITS
QUALITY AND PERFORMANCE.
3. LIMITATION OF LIABILITY
CHEQUEPOINTE SOFTWARE COMPANY SHALL IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONTINGENT, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE
SOFTWARE, OR ITS DOCUMENTATION, INCLUDING DAMAGES FROM LOSS OF DATA, DOWNTIME, LOSS OF
GOODWILL, DAMAGE TO OR REPLACEMENT OF PROPERTY OR EQUIPMENT, AND ANY COSTS OF
RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA USED IN CONJUNCTION WITH
CHEQUEPOINTE SOFTWARE COMPANY PRODUCTS, EVEN IF CHEQUEPOINTE SOFTWARE COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT CHEQUEPOINTE SOFTWARE
COMPANY'S LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR
WARRANTY SHALL NOT EXCEED ANY AMOUNTS PAID BY YOU FOR THIS SOFTWARE. NO ADDITIONAL
WRITTEN OR ORAL INFORMATION OUTSIDE THIS AGREEMENT WILL IN NO WAY INCREASE THE SCOPE OF
THIS WARRANTY. FURTHERMORE, CHEQUEPOINTE SOFTWARE COMPANY RESERVES THE RIGHT TO REVISE
THE USER'S GUIDE AND ACCOMPANYING SOFTWARE AND TO MAKE CHANGES AND REVISIONS FROM TIME
TO TIME TO THE CONTENT WITHOUT OBLIGATION OF CHEQUEPOINTE SOFTWARE COMPANY TO NOTIFY
ANY PERSON OR ORGANIZATION OF SUCH CHANGES OR REVISIONS.
4. REFUND POLICY
ChequePointe Software Company allows the retail version of the software to be downloaded from the internet for a 45 day
evaluation period at no charge. Once the software is purchased, no refunds will be permitted.
8
Both parties agree that the above accurately reflects the Software, which is subject to the license terms and
conditions outlined in the attached Software Agreement dated Januarv 16, 200 I.
By:
Name:
Title:
LICENSOR:
CHEQUEPOINTE SOFTWARE, INC.
By:
Name:
jAArltL D. ~1\.L1 -
t)~N8L
Title:
t
24?", ~~"7
lT~
LICENSEE:
Title:
Mavor
~~/~
Lena Bonner
Name:
Title:
Clerk
9
..
.
Payment Schedule
Item DescriDtion
I 50% License Fee and System Setup after Signing of Contract
2 50% License Fee and System Setup 30 days after" Successful Go Live" date
3 100% of hardware and 3rd party cost as they incur
4 Any customized items are delivered, full payment
10