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