Loading...
HomeMy WebLinkAboutGBA Master Services Inc . Software Maintenance Augusta Richmond GA DOCUMENT NAME: G P.Jt1 (Y) A 51' e IR ~ 1642. r t:: S TN C. <s 0 -f-r-uJ I'tIZ-Ij I mAIN 1" eN ANC,t DOCUMENT TYPE: A ~ R~ f Yh ~ q!J '\ YEAR: ~DO \ BOX NUMBER: ,l.p FILE NUMBER: lip? 0 L\- NUMBER OF PAGES: ~ .0 SOFTWARE MAINTENANCE AGREEMENT TillS AGREEMENT made as of the between: I~ dayof ~r " 20at_, by and GBA MASTER SERIES, INC., a Missouri Corporation with its place of business at 8900 Ward Parkway, Kansas City, Missouri 64114 (GBAMS) and Augusta , Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, Georgia, 30911 ("Licensee"). WHEREAS, GBAMS is the owner of the rights to certain software as identified in Exhibit A (collectively the "Software"), including copyright, trademark, trade secret and other intellectual property rights; WHEREAS, Licensee and GBAMS have entered into a software license agreement dated the day of . , 2002, enabling Licensee to use the Software on the terms specified therein (the "License Agreement"); and WHEREAS, Licensee is desirous of participating in GBAMS annual maintenance program for the Software; 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 GBAMS as set out below, GBAMS agrees to provide the following software maintenance services during the term of this Agreement: (a) GBAMS 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, GBAMS will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance of the Software, during GBAMS hours of support (9am -7pm EST, Monday through Friday) (c) GBAMS will send Licensee mailings on Upgrades and New Products of the Software to the Licensee's address specified above. "Upgrades" are those enhancements to the Software that GBAMS generally makes available as part of the annual maintenance program. A "New Product" is any update, new feature or major enhancement to the Software that GBAMS markets and licenses for additional fees separately from Upgrades. (d) At Licensee's request, GBAMS shall provide Licensee with Upgrades of the Software at no additional charge. Licensee shall be entitled to acquire a liceTlSe to New Products at GBAMS then prevailing license fees. Software Upgrades and New Products will be sent on three and a half (3 1/2) inch diskettes or CD's with explanations, instructions and updated documentation where appropriate. GBAMS will also make other installation developments, such as reports, interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee. 1 ~ 2. Maintenance services shall not include, and Licensee shall pay extra for, any and all customization and training related services subject to the availability GBAMS staff, except as provided in the Software Licensing Agreement dated 3. Licensee shall pay an annual maintenance fee to GBAMS as provided in Exhibit A. Renewal fees shall be subject to the provisions as set forth 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 of use as apply to the Software under the License Agreement. 5. Licensee shall, at GBAMS's request, provide GBAMS with the right of dial-access to Licensee's computers on which the Software is installed, so as to enable GBAMS to monitor the operation of the Software. 6. GBAMS will invoice Licensee for services (including installation, customization, training and additional services) and related expenses on a monthly basis for such services performed and related expenses incurred during each month. In addition to the fees payable by Licensee to GBAMS, all taxes and other levies, including sales and use taxes (but excluding taxes based on the net income of GBAMS 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 amounts payable to GBAMS, Licensee shall pay such additional amount as shall result in GBAMS 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 tim~ of disclosure, is generally known by the public. GBAMS 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.) Licensee 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 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. 8. The initial term of this Agreement shall be for a period of one (1) year following the expiration of the warranty period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains licensed by GBAMS to use the Software, unless earlier canceled in writing by either party at any time upon ninety (90) days written notice. If a software maintenance agreement is not initiated immediately after the warranty period, canceled or not renewed annually, there will be costs associated with software reconciliation with the issuance and a new software maintenance agreement. 9. (a) This Agreement shall terminate if the License Agreement is terminated by GBAMS or Licensee. 2 (b) 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 fifteen (15) days after receipt of notice of such default. (c) Either party may terminate this Agreement by written notice if the other party becomes insolveTlt or bankrupt. (d) The obligations of each party pertaining to Confidential Information and taxes shall survi ve 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 performing its obligations hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labour 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. 11. This Agreement, or any of the rights or obligations of GBAMS created herein, may not be assigned GBAMS without Licensee's consent, which consent shall not 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 GBAMS. 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 and Exhibit A, together with the relevant terms and conditions of the contract(s) between GBAMS and Licensee as ideTltified 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 GBAMS arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. GBAMS, 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 giviTlg notice of such change as required in this Section 16. 3 j IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of GBAMS and Licensee. GBAMS: LICENSE By II... lj ? p~~ ~ By: Name: Donald E. Pinkston, Jf. 1ttame: Bob Young Title: President, GBA Master Series, Inc. Title: tihU~ Director of Contracts Attest: By: Lena Bonner Title: Clerk of Commission Department Head: -fir tf/1 " Name: Max Hicks Title: Augusta Utilities DepartmeTlt Director 4 ., EXIDBIT A (Software Maintenance Agreement) Item Licensed Product Ini ti al Annual Maintenance License Fee Maintenance Fee* Start Date** 1. GBA MASTER SERIES $12,650 $2,530.00 November 2002 PHASE 2 PRODUCTS Anticipated 2. GBA MASTER SERIES $16,100 $3,220.00 March 2003 PHASE 3 & 4 PRODUCTS Anticipated TOTAL $28,750 $5,750.00 * First year maintenance fee only. Subsequent years are renewable annually at the support anniversary date. Annual Long-Tenn Support fees will be based on the then current support percentage for the product multiplied by the then current value of the License Fee, not to exceed twenty percent (20%). This fee may be pro-rated at the time of actual billing to allow for annual renewal to occur on the same date as previous software purchased. ** Annual Support & Maintenance will start at the "ready for live" date as defined in section 9 of the Software contract. Should the "ready for live" date occur prior to the dates set forth in section 9, the maintenance start date would be adjusted accordingly. GBAMS: By: 4J1 ~ /Lt-~ LICENS f~ B~b Young Name: Donald E. Pinkston, Jr. Title: President, GBA Master Series, Inc. Title: 4!M)i~ Lena Bonner Director of Contracts Attest: By: Title: Clerk of Commission Department Head: -(I, Yfl7 U Name: Max Hicks Title: Au?:usta Util1ties Department Director 5