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HomeMy WebLinkAboutCornerstone Logic,Inc. Augusta Richmond GA . DOCUMENT NAME: CO'(lIef0t:one.- ~C,"3:.nc DOCUMENT TYPE: te.eme.nt YEAR:O \ BOX NUMBER: I ~ FILE NUMBER: l56L-\ \ NUMBER OF PAGES: 2\ .,. , - f T Client Ref.: Augusta Richmond County SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT made as of the 20th day ot November,.2001, by and between: Cornerstone Logic, Inc., a Florida corporation, with its place of business at 201 South Ridgewood , A venue,Suite 11, Edgewater, Florida 32132 ("FBO Manager") (hereinafter collectively referred to as "Licensor"), and Augusta, Georgia, a politi~~1 subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911 ("Licensee"). WHEREAS Licensee and Cornerstone Logic have entered into a software license and professional services agreement dated November 20, 2001 enabling Licensee to use the Software on the terms specified in the "License Agreement"; WHEREAS Licensee is desirous of participating in Cornerstone Logic's annual maintenance program for the Software (identified as a FBO Manager) 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 Cornerstone Logic as set out below, Cornerstone Logic agrees to provide the following software maintenance services during the term of this Agreement: a) Cornerstone Logic will maintain the Software so that it operates in conformity in all material respects in with the descriptions and specification for the Software set forth in the Documentation referred to, and as defined in the License Agreement. b) In the event that Licensee detects any errors or defects in the Software, Cornerstone Logic will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance of the Software, during Cornerstone Logic's extended hours of support (24 hours a day, 7 days a week), limited to customers purchased Help Desk terms of support. c) Cornerstone Logic will send Licensee email notification on major upgrades and new products. All other minor upgrades or patches can be downloaded from Licensor's we,bsite. A "New Product" is any update, new feature, or major enhancement to the Software that Cornerstone Logic market and licenses for additional fees separately from upgrades. d) At Licensee's request, Cornerstone Logic shall provide Licensee with Upgrades of the SoftWare "at no additional charge. Licensee shall be entitled to acquire a license to New Products for Cornerstone Logics then prevailing license fees. Software Upgrades are downloadable via the Internet or limited to one CD-ROM per year. New Products will be sent on CDs with explanations, instructions and updated documentation where appropriate. Cornerstone Logic will also make Page 1 of 5 Cornerstone Logic Proprietary and Confidential 20-Dec-Ol , 'j other installation developments, such as reports, interfaces, etc., available to Licensee if appropriate for possible use by Licensee. 2, Maintenance services shall not include, and Licensee shall pay extra for, any and all customization and training related services subject to the availability of Cornerstone Logic's staff, except as provided in the License Agreement dated November 20.2001. 3. Licensee shall pay an annual maintenance fee to Cornerstone Logic as provided In Exhibit A. This fee shall be subject to change as set out in Exhibit A. ' 4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to Licensee pursuant to this Agreement shall be subject to the same conditions and rights Muse aS,apply to the Software under the License Agreement. 5. Licensee shall, at Cornerstone Logic's request, provide Cornerstone Logic with access to Licensee's computers on which the Software is installed, so as to enable Cornerstone Logic to monitor the operation of the Software. 6. 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. Cornerstone Logic 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.) Cornerstone Logic shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. Licensee shall clearly mark any information provided to Licensee which Licensor contends is Proprietary Information. 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. 7. The initial term of this Agreementshall begin at the expiration of the warranty period set out in the License Agreement and shall be for a period of one (1) year. Unless terminated as provided in paragraph 8, this agreement shall be automatically renewed. Non-refundable maintenance fees,are due on the anniversary date of the software purchase for the following year. 8. This Agreement maybe terminated by either party at any time upon the giving of a sixty (60) day written notice. If either the Licensed Software or documentation is used in any way not expressly and specifically permitted by this License, then the License shall immediately terminate. Furthermore, either party may terminate this Agreement at any time upon the giving of written notice: . a) In the event that the other party fails to discharge any obligatiQnsor remedy any default or breach under this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given the other party written notice Page 2 of 5 Cornerstone Logic Proprietary and Confidential 20,Dec-0 I ;- ; ;0 date upon which the aggrieved party gives such notice so terminating this Agreement; or b) In the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium; or c) In the event that appropriated funds and otherwise unobligated funds are no longer available to satisfy the obligations of Licensee. d) In the event the Licensee is no longer licensed by Cornerstone Logic to use the Software. Either party may terminate this agreement if the other party violates its obligations pertaining to the confidential information. 9. 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 performing 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. 10. This Agreement, or any of the rights or obligations of Cornerstone Logic created herein, may not be assigned by Cornerstone Logic without Licensee's consent, which consent shall not be unreasonably withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of Cornerstone Logic ' 11. Licensee acknowledges 'having read and understood this Agreement and agrees to be bound by its temls and conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the contract(s) between Cornerstone Logic 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 forma 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. 12. 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 Cornerstone Logic arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Page 3 of 5 Cornerstone Logic Proprietary and Confidential 28-Nov-Ol Licensee and Cornerstone Logic arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. 13. 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 as required in this Section. 14. In the event of a dispute arising out of this agreement or in any action to enforce the terms of this agreement, then the prevailing party shall be entitled to recover reasonable attorney fees and costs, including appeals. 15. The parties represent that they have the authority to enter into this agreement and shall be bound by its terms. IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of Cornerstone Logic and Licensee. CORNERSTONE LOGIC, INC: ~ 1t1<f~' Name: fk;c!Z- /(.)..R~ k-- Title: P""s.~ r LI By: .tA': ~ame: Bob Young Title: Mayor As approved by: ::st:'#l~ Name: Lena Bonner KenKr~eme , Director Augusta Regional Airport at Bush Field Title: Clerk Page 4 of 5 Cornerstone Logic Proprietary and Confidential 28-Nov-Ol ,,-. .~ "" I' :. EXHIBIT A (Software Maintenance Agreement) Item Licensed Product Ini tial Annual Maintenance Maintenance License Fee Fee (Includes 24/7 Start Date Annual- Support Fee)* 3/1/2002 1. FBOMANAGER, $ 8,895 $ 2,961.13 ENTERPRISE 2: FUEL AUTOMATION $ 3,995 MODULE 3. SOL KIT $ 1,595 4. DIGITAL CAPTURE $ 150 SUPPORT 5. ' PC CHARGE $350 TOTAL $ 14,985 $ 2,961.13 · First year maintenance fee included. Subsequent years are renewable annually at the support anniversary date. Annual long-term subscription fees are locked in at Licensees base rate and do not change. Help Desk fees (24/7 phone support) are subject to change upon renewal with ,reasonable written notice provided to licensee, New Products or modules added to software are' subject to prevailing license fee rates and are added to Licensee's base fee, · PC Charge is a separate product from, FED Manager and is licensed via Go Software in Savannah Georgia. Any support plan requirements for that product would be bought from PC Charge. ,~ III theevellt that allY paymellt is Ilot made with ill thirty days of Licellsee's receipt of invoice, then all sums shall bear interest at the rate of twelve (12) cent per annu",: CORNERSTONE LOGIC, INC: BY. ~i~~ Name: #oL /2- AJd1>- flUs .~ LICE ~ By: Name: Bob Young Title: JJ Title: As" Approved by: Attest: By: at,Bush _Rield Page S-oCS Cornerstone Logic Proprietary and Confidential 28-Nov-OI '- -. --.-- SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made as of the 20th day of November, 2001, by and between: Cornerstone Logic, Inc. (CLI), a Florida corporation, with its place of business at 201 South Ridgewood Avenue, Suite 11, Edgewater, Florida 32132 ("FBO Manager") (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 Cornerstone Logic is the owner of the rights to certain software identified as a FBO Manager (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: L Cornerstone Logic hereby grants to Licensee a non-transferable, non-exclusive, and perpetual license to use the Software and the associated printed documentation subject to the limitations set forth in this agreement. License may use the Software only on one central processing unit with one input terminal. The use of this license is restricted to Licensee's operations. ;. To use one production copy of the object code version of the Software';> in the form supplied by Cornerstone Logic, on hardware approved by Cornerstone Logic; and b) To use documentation pertaining to the Software as supplied by Cornerstone Logic (the "Documentation"), but only as required to exercise the license granted herein. a) Licensee MAY NOT' COPY the Licensed Software or Documentation; provided, however, that Licensee may make two (2) copies of the Licensed Software for archivallbackup purposes, Licensee may use the production 'copy of the Software solely to process Licensee's 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 Exhibit A (Scope of Services), Licensee shall pay to Cornerstone Logic a fee, the amount(s) of which is set out in Exhibit B (the "Itemized Cost 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 Cornerstone Logic and include trade secrets and other confidential and proprietary information of Cornerstone Logic, and Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without Cornerstone Logic's prior written consent or pursuant to Court order. Licensee may not alter, assign, create derivative works, decompile, disassemble, distribute, lease, modify, reverse engineer, sublicense, transfer or translate in any way the Licensed Software or Documentation; provided, however, that the Licensee may permanently and simultaneously transfer all of the Licensed Software, Documentation and the License if: 1 of 13 " a) Licensee delivers to the transferee the Licensed Software and Documentation; b) Notify CLl in writing of such transfer; c) Destroy any archivallbackup copy. Licensee agrees that the transferee must expressly accept all terms and conditions of this Agreement. 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. ~ 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. Licensee shall clearly mark any information provided to Licensee which Licensor contends is Proprietary Information. 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 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 and bare all costs incident to compliance with the requirements of this Section. 5, Cornerstone Logic warrants the Software to operate in all material respects as specified in this agreement. This warranty shall be perpetual as long as the Licensee has a current maintenance agreement with software. For one (1) year following installation, Licensor will design, code, check out, document, and deliver within 90 days any amendments or alterations to the software that may be required to correct errors present at the time of acceptance. This warranty is contingent upon Licensee advising Licensor in writing of such errors within one (1) year from installation. Cornerstone Logic represents that the FBO Manager software application has been tested and is Year 2000 compliant. Specifically, Cornerstone Logic shall correctly process date data within and between the 20th and 21 st 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. Cornerstone Logic has proposed modern technology be used with this project which Cornerstone Logic is informed and believes is year 2000 compliant. Further, Cornerstone Logic 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, Cornerstone Logic shall endeavor to correct reported material deficiencies in its software products so as to conform to the aforementioned definition. In the e~ent that Cornerstone Logic is not able to correct the software products to conform to the statement within sixty (60) days after notification by Licensee, then Cornerstone Logic 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. Either party may terminate this agreement at any time upon the giving of a sixty (60) day written notice, as provided in Paragraph 13. If either the Licensed Software or Documentation is used in any way not expressly and specifically permitted by this License, then the License shall immediately terminate. Furthermore, either party may terminate this Agreement at any time upon the giving of written notice', as required in this agreement: a) In the event that the other party fails to discharge any obligations or remedy any default or breach" under this Agreement for a period continuing more than sixty (60) days after the aggrieved party shall have given the other party written notice specifying such failure or default and that such failure continues to exist as of date upon which the aggrieved party gives such notice so terminating this Agreement; or 2 of 13 'i' b) In the event thatthe other party makes an assigmnent for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium; or c) In the event that appropriated funds and otherwise unobligated funds are no longer available to satisfy the obligations of Licensee. In the event that the license granted under this Agreement is tenninated, 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. In no event shall Cornerstone Logic be liable for any other obligations or liabilities including, but not limited to, liability for damages (whether general or special, direct or indirect, consequential, incidental, exemplary), or for any claim for the loss of profits, business information, or damage to good will even if Cornerstone Logic has been advised of the possibility of such damages. Licensor, however, shall indemnify and hold the Licensee hannless from any and all liability, loss or damage the Licensee may suffer as a result of claims, demands, costs or judgments against it arising out of Licensor's negligence in the performance of this Agreement. .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, togethrr with the relevant terms and conditions of the contract(s) between Licensor and Licensee as identified in Exhibit B and the warranty agreement as identified in 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, 8. Licensor agrees to have the software implemented and "ready for live" on March 1, 2002, "Ready for live" is defin~d 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: Cornerstone Logic 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 detennination in reasonable detai1. The Licensee shall be deemed to have accepted the "ready for live" date of Licensor's notice as described in this 3 of 13 , 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, 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, If for any reason other than non-renewal or non-payment by Licensee, ceases to support such Software, Cornerstone Logic shall provide to Licensee the source code for the then current Software supplied to Licensee by Cornerstone Logic. 11. 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. 12. In the event of a dispute arising out of this agreement or in any action to enforce the terms of this agreement, then the prevailing party shall be entitled to recover reasonable attorney fees and costs, including appeals. 13. 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 as required in this Section. ' 14. The parties represent that they have the authority to enter into this agreement and shall be bound by its terms. 15. To ensure effective communications, Cornerstone Logic shall submit all invoices and correspondence regarding accounts payable and receivables shall be made to the following address: The originals to: , Director of Information Technology ,530 Greene Street, Annex 101 Augusta, Georgia 30911 ATTN: Director Telephone: (706) 821-2522 Fax Number: (706) 821-2530 IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of Cornerstone Logic and Licensee. 4 of 13 ? LICENSOR: CORNERSTONE LOGIC, ~ /, By: ' /Z. r(~ 04 YI ((. ;lJdsCl.r1. ~. e. Pus 1''-h,.J Name: Title: As approved by: at LICENSEE: AUGUSTA, ~ By: ~Name: Title: Attest: By: Bob Young ?:if;~ Name: Lena Bonner Title: Clerk 5 of 13 " EXHIBIT A (Software License Agreement) Part I - Scope of Services TASK 100 - IMPLEMENTATION Task 101 - Determine Hardware and Network A Cornerstone Logic 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 the Licensee's specifications, the necessary adjustments will be made. Expenses and time to be paid by licensee. Task 102 - Complete Required Modifications 1. Ability to include values over $100,000 in the currency fields. , 2. Allow precision to the thousandth position, This is needed for the fuel inventory. 3. Allow the quantity to hold values over 100,000. 4, Ability to interface with the Bi-Tech Financial System by delivering a comma (or appropriate delimited) text file showing account numbers and general ledger entries for the transactions, 5. Ability to manually enter the receipts and authorization number into the system. 6, Ability to produce a Sales Tax Report. 7. Add a place to store the General Ledger account numbers in the system. S, Ability to swipe and manually enter credit card information. This will require that an approval code be received before processing, '9. Ability to process credit cards through Multiservice. 10. Ability to process A VCards. , The above items are all in FBO Manager today, except item number 4. Task 103 - Install Drivers, Cornerstone Logic Software and Database Engine Cornerstone Logic will provide 1 day of training to install the software, database engine, drivers and test the operation of the software and hardware on the network, as well as setup/import existing data into the database. Task 104 - End User Training Cornerstone Logic will provide two additional days of on site training in the use of the FBO Manager Software and Pocket Fuel. TASK 200 - FOLLOW UP 'Task 201 - Check Data Tables Cornerstone Logic, 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. 6 of 13 'i' EXHIBIT A - Part II (Software License Agreement) Part II - Additional Professional Services I. ON-SITE TRAINING FOR FBO MANAGER Licensor shall provide on-site traIning of the FBO Manager software at a daily rate of is $995.00 per day, 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 acconunodate 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 I-day training fee, which is $995.00. II. CUSTOM PROGRAMMING & REPORTS Licensor shall provide custom software development services at a rate of $120.00 per hour and additional customized reports at a rate of$120.00 per hour. III. MANUAL ENTRY OF CREDIT CARD NUMBERS The FBO Manager 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 FBO Manager application. IV. OTHER SOFTWARE FBO Manager is a 32-bit software application, which complies with current Windows specifications for use on Windows 95/98/NT!2000/XP computers. Cornerstone Logic cannot guarantee that other software applications comply with current Windows specifications Comerstone Logic reserves the right to change its custom software development service rate at any time after the first year; provided, however, such service rate increase shallllot exceed five per cent (5%) annually. A 90-day written notice shall be provided to customer prior to the effective date of the new rate change. 7 of 13 "J. EXHIBIT B - Cornerstone Logic Itemized Cost Estimated Item List For FHO Manal!er Item Cost Number Total Amt. * FBO Manager Enterprise Version (10 user licenses) 8895 10 8895.00 , , * Texaco Credit Card Module Included 1 Included * Touchscreen Interface Included 1 Included * Concierge Module Included 1 Included * Fuel Automation Module (for PocketFuel, HDACS, or Fuel 3995 1 3995.00 Master) * SQL Kit 1595 1 1595.00 * Digital Capture Support 150 1 150.00 * Help Desk Plan 2 Included 1 Included , , * Digital Signature Pad 375 2 750.00 * PC Charge 350 1 350.00 * Pocket Fuel Internal' Access Point with Antenna 2000 1 2000.00 * Pocket Fuel Handheld Device(Includes Printer and Card 3000 2 6000.00 swipe) , * System Setup/Install, Test network connection, and 995 3 2985.00 Training (Does not include travel costs) * 24/7 Annual Support Fee 400 1 400.00 * FBO Manager Support & Updates - 2561.13 1 2561.13 Note: Price shall not exceed the estimated list price. 8 of 13 EXHIBIT C WARRANTIES Maintenance fees are due on the anniversary date of the software purchase for the following year. They are nomefundable. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND The Licensed Software and Documentation have been developed exclusively at priv~te expense, and are provided with RESTRICTED RIGHTS, Use, duplication or disclosure by the Governni.ent is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Licensed Software clause at DFARS ?52.227-7013. CLI is the contractor and is located 201 S Ridgewood Avenue, Suite 11, Edgewater, Florida 32132. MISCELLANEOUS This Agreement shall be considered severable, and.iffor any reason any term or condition is determined to be invalid, illegal or unenforceable under current or future law, such invalidity shall not impair the operation of, or otherwise effect the valid terms and conditions of this ,Agreement, so long as the intent of this Agreement is maintained. This software requires an ANNUAL RIGHT TO USE LICENSE FEE for continued use after the fIrst year. The annual license fee is 17.5% of the price of additional modules. See ~he 'Readme' fIle in the program group to learn more about the annual license fee. You will receive the fIrst year fee as part of your purchase of this software. The software will not operate if the lease agreement is not met. For more information, please contact Cornerstone Logic, Inc. at 800-200-7887. 9 of 13 '"i Cornerstone Logic, Inc. Hardware Limits of Liability 1) Cornerstone Logic, Inc. is a software company and does not manufacture hardware. 2) As a service to its customers, Cornerstone Logic, Inc, provides hardware as a re-seller. The purpose of providing hardware is: a) to assist customers who require a sole source vendor b) to provide hardware at a discounted price to facilitate customer access to certain Cornerstone Logic, Inc. software functions. ' 3) Customers are free to purchase hardware from any source other than Cornerstone Logic, Inc. 4) All hardware sold by Cornerstone Logic, Inc, is covered by manufacturer's warranties, not by Cornerstone Logic, Inc. 5) If any problems arise with hardware sold by Cornerstone Logic, Inc., it must be returned to Cornerstone Logic, Inc. within 10 days ofpurchase. 6) All hardware purchased from Cornerstone Logic, Inc. must be paid prior to shipment. 7) Cornerstone Logic, Inc. will provide hardware contact information to customer. Hardware Support 8) Because Cornerstone Logic, Inc. is NOT a hardware manufacturer the company will provide no hardware support. 9) Customer is responsible for correctly connecting the hardware to computer. 10) Customer is responsible for insuring customer's computer is compatible with hardware. 11) Customer is responsible for contacting hardware manufacturer for drivers, cables, instructions, and technical support that may not have been supplied. Cornerstone Logic, Inc, cannot provide this level of assistance. I have read the above and agree that I am free to choose my own hardware vendor. I agree that Cornerstone Logic, Inc. will provide no support for hardware purchased and that all contact for support should be made directly with the 'hardware manufacturer. I agree that payment for hardware is due in full prior to shipping, or withinJO days (subject to Cornerstone Logic, Inc. credit approval). In the event that any payment is not made within thirty days of Licensee's receipt of invoice, then all sums shall bear interest at the rate of twelve (12) percent per annum Willfully signed: Printed name: Title: Company: Date: / 10 of 13 Cornerstone Logic, Inc. Pocket Fuel Limits of Liability 1) PocketFuel is a software system designed by Cornerstone Logic, Inc. to provide remote point of sale operations and customer history searches linked to the company's FBO Manager aviation software program. 2) PocketFuel is written in Embedded Visual Basic and designed to run on the HlPC Pro Windows CE platform. 3) PocketFuel uses the Microsoft Winsock control to provide network access between the remote device and the customer's computer network. This control operates over TCP/IP. 4) Cornerstone Logic, Inc. sells a fuel automation module to provide software (PocketFuel) for this operation. 5) To facilitate customer access to PocketFuel, Cornerstone Logic, Inc. provides hardware at minimal markup (enough to cover shipping and handling). 6) For testing, demonstrations, and advertising, Cornerstone Logic, Inc. has used the Fujitsu Pencentra hardware with Lucent or Interasy~ NIC cards. The system operates at 2.4 Ghz on 802.11. The system uses a base station (Roamabout) that connects to the customer's LAN. 7) For testing, demonstrations, and advertising, an O'NeiI2TCR printer has been used for card swipe and printing. This printer works via infrared or table connection. 8) Cornerstone Logic, Inc, has tested the PocketFuel system at Titusville, Florida and observed coverage of 75-85% of the field with the above hardware., Distances have been as much as 2-3 miles with line of sight. At other parts of the field we were limited to 700 feet due to shadows created by multiple building obstructions. 9) Due to different airport configurations, building obstructions, and possibly communication interferences, some customers may experience communication problems with PocketFuel. Communication may be sporadic or at distances less than advertised. 10) Customers are completely free to pUrchase and install their own hardware that meets the PocketFuel software specifications (H/PC pro compatible at screen resolutions equivalent to the Fujitsu Pencentra and running 802.11). Printers must be compatible with the O'Neil printer drivers using infrared orcable. 11) Please be aware that the Fujitsu Pericentra Will shut off automatically. However, when the NIC card for communications is installed the device no longer turns off automatically after inactivity (because it is in use). Thus, leaving the device on will erase the memory and require re-installing the PocketFuel software. 12) Cornerstone Logic, Inc. is limited in the amount of support that can be provided regarding communications coverage. 13) Cornerstone Logic, Inc. will provide support for the handheld and inside software to support the PocketFuel system. 1 have read the above statement about PocketFueland agree that I may choose to purchase hardware for the PocketFuel system from Cornerstone Logic, hic. or another vendor, I agree that the system may require additional antennas, repeaters, or other hardware - at additional cost to me - to facilitate complete communications coverage at my airport. I have read Cornerstone Logic, Inc.'s hardware limits of liability and understand that PocketFuel hardware is subject to the same limits of liability, warranties, and payment terms. Willfully signed: Printed name: Title: Company: Date: I I 11 of 13 .. . Both parties agree that the above accurately reflects the Softwarei.[:hich is subject to the Iicens~ terms and conditions outlined in the attached Software Agreement dated .,~ t5'i./:R'/iP,0et ;,(0) ;;; 00 t~ LICENSOR: CORNERSTONE LOGIC, INf' /J By If:~ IL ?1d- 4dh~ l2;Ud~~ , O~<; ,~j JY LICENSEE: AUGUST A, Name: t::~. ~ Title: Title: , Attest: As approved by: By: Name: Lena Bonner Title: Clerk Ken Kraeme , Director Augusta Regiopal Airport at Bush Field 12 of 13 Bob Young ~~ ~ lEn~ ~tJo/fTllb , , Payment Schedule Item 1 Descri tion 25% License Fee and System Setup after Signing of Contract and agreed Implementation Schedule 2 50% License Fee and.system Setup 30 days after "Successful Go Live" date 3 25% License Fee and System Setup 45 days after "Successful Go Live" date 4 1 00% of hardware and 3rd party cost as they incur 5 An customized items are delivered, full a ent In the event that any payment is not made within thirtydays of Licensee's receipt of invoice, then all sums shall bear interest at the rate of twelve (12) percent per annum, 13 of 13 -" ,-; . ~ ')' .. 7 TERMINATION AGREEMENT THIS AGREEMENT made as of the 20th day of November ,2001 by and between: ChequePointe Software, a South Carolina sole proprietorship, with its place of business at 811 Greenwood Drive, North Augusta, South Carolina 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 Road, Augusta, Georgia j0909 ("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, Licensor and Licensee entered into a Software Maintenance Agreement dated January 16,2001 (hereafter referred to as "the Maintenance Agreement"). WHEREAS, LiCensor and Licensee is desirous of terminating the Maintenance Agreement. Now, therefore, in consideration of the covenants, conditions, and agreements herein contained, the parties agree as follows: 1. Licensee hereby releases Licensor from any further obligation to perform the services under this Maintenance Agreement. Licensee shall make a final payment of $1,508.00 to Ran Services, Inc. Licensor shall then release Licensee from any further obligation to make further payments. The Maintenance Agreement is hereby terminated with the mutual consent of all parties. 2. Licensor hereby unconditionally waives any claim arising under the terminated portion of the Maintenance Agreement or by reason of its termination including without limitation all obligations of Licensee to make further payments or to carry out other undertakings in connection with the Maintenance Agreement. 3. 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 deci<;led in the Superior Court of Richmond County, Georgia. Licensor, hy executing this Agreement"specifically consents to venue and jurisdiction in Richmond County, Georgia and waives anyright to contest jurisdiction and venue in said Court. 4. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent b~ registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing on page one of this Page 10f2 " ~. ",,~ 'f ; . . .. following the mailing thereof. Either party may change its address for notices by giving ,notice of such change. 5. Nothing contained in this Termination shall impair or affect in any way the Agreement between the parties for any,compensation earned prior to this termination. 6. This 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 understanding between them with any way relating thereto. IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of ChequePointe Software, RAN Services, and Licensee. LICENSOR: LICENSEE: RAN SERVICES, ~C. AUGU,' GE~ By: ~~~/iV~ \~' Name: 13~~d L .:S;A/4~ Name: Bob Young Title: Pa-&/ ~ CHEQUEPOINTE SOFTWARE, INC. Title: ~r ~ Attest: (fJ. ~ By:' Name: Lena Bonner Title: () (;JNefZ. Title: Clerk As approved by: Ken Kraeme , Director Augusta Re ional Airport at Bush Field Page 2 of2