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Home My WebLink AboutRAN Services, Inc. Augusta Richmond GA DOCUMENT NAME: ~A ~ ~\J \CeS, \ nc... DOCUMENT TYPE: ~~~ert~ YEAR: C) \ BOX NUMBER: \ , FILE NUMBER: \5 \Sl\ NUMBER OF PAGES: 5 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., 309] ] ("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 Recreation Department's Golf Course. NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties agree as follows: I. 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 (10 am 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 I RAN Services, Inc. 18-Jan-01 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 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. 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. I S-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 determ ination of any software related needs will pass through the Augusta Information Technology Department prior to contacting ChequePointe Software. fN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of RAN Services, Inc. and Licensee. LICENSOR: CA..-t.... By: Name: Title: ~ ., :7tk:4. Title: Mayor Attest: j;JJ~ CHEQUEPOINTE SOFTWARE, INC. BY~ Q,~ Title: ~~rz. By: Name: Lena Bonner Title: Clerk \T-~ 3 RAN Services, Inc. 18-Jon-O 1 EXHmIT A Software Maintenance Item Support Vendor License Fee Annual Maintenance Maintenance Fee*(Includes ChequePointe Start Date Maintenance) 1. RAN SERVICES, INC. & $ 1294 $ 3345 2/4/2001 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, Inc; provided, however, any increase in fees shall not exceed seventeen per cent (J 7%) annually. Hardware Warranty * Receipt Printer (Thermal)(T) Epson America (one year warranty) 30 days DOA * TouchScreen (I4)(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)(I year warranty on MICR) * Credit Card Reader (T)(l year warranty on MICR) * Pole Display (T)(I year warranty on MICR) RAN SERVICES, INC.: LICENSEE: By: !JJ~~/ 5J~~yI!J c, j?, ;p)., "d U L...r, ~, -~ ~ Nam~ ~A ~1j?C .p. Title: Name: Title: 4 RAN Services, Inc. 18-Joo-O 1 CHEQUEPOINTE SOFTWARE, INC. By: Title: OWN ElL \T~ Attest: By: Name: Title: 5 RAN Services, Inc. dh~ Lena Bonner Clerk 18-Jan-O I