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Augusta Richmond GA
DOCUMENT NAME: S~ft: L;cLnstftnd JIoRSSlonoJ
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DOCUMENT TYPE: A ~ r ee !VI V1 t
YEAR: aooO
BOX NUMBER: I 0
FILE NUMBER: I Li't '1 <;?
NUMBER OF PAGES:
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SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made as of the
20
day of June
, 2000, by and between:
George Butler Associates, Inc., a Kansas corporation, with its place of business at 8207 Melrose Drive, Lenexa,
Kansas, ("GBA"), and Augusta , Georgia, a political subdivision of the State of Georgia, with its place of
business at 530 Greene Street, Augusta, Georgia, USA" 30911 ("Licensee"),
WHEREAS GBA is the owner of the rights to certain software identified as a Computerized Maintenance
Management. System (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;
Now therefore, in consideration of the covenants, conditions and agreements herein contained, the parties
agree as follows:
1. GBA 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 GBA, on
hardware approved by GBA; and
(b) to use documentation pertaining to the Software as supplied by GBA (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 GBA a fee, the amount(s) of which is as set out in
Exhibit B (the "Fee"), The Licensee shall compensate GBA for services rendered as described in Section 1 of
this Agreement a maximum of$143,637, The maximum compensation shall not be exceeded without further
authorization of Supplemental Services. There are currently three additional phases of the work planned,
Supplemental agreements will be included for each of those phases outlining the work to be performed and the
amount of compensation, GBA shall provide a Performance Bond in the penal amount of $143,637,
conditioned upon its completion of the Services as provided for herein.
Labor costs, costs associated with subcontract work, bonding costs, and direct expenses such as pnntlng,
meter rental, telephone and commercial computer software are included in the maximum compensation, GBA
will invoice Licensee for services (including installation, customization, training and a,dditional services) on a
monthly basis for such services performed and expenses incurred during each month as'set out in Exhibit B,
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 GBA and include trade secrets and other confidential and proprietary information of
GBA, and Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third
party without GBA's prior written consent or pursuant to Court order. Licensee shall make no attempt to
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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,
GBA 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, GBA shall cooperate fully in responding to such request and shall
make all records, not exempt, available for inspection and copying as required by law, GBA 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 GBA by placing at its disposal all available information pertinent to the project
including previous reports and any other data relative to the GBA'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 GBA relating to this project within a reasonable time so as not to
delay the services of the GBA.
c, Give prompt written notice to GBA whenever Licensee observes or otherwise becomes
aware of any development that affects the Scope or timing of GBA's Services,
d, Bear all costs incident to compliance with the requirements of this Section 4,
5. GBA warrants the Software to operate in all material respects as specified in the Documentation. This
warranty shall be perpetual as long as the Licensee has a current maintenance agreement with GBA. For one (1) year
following installation, GBA will design, code, check out, document, and deliver promptly 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 GBA in writing of such errors within one (1) year from installation as defined
herein,
GBA represents that GBA's software application has been tested and is Year 2000 compliant. Specifically, GBA
software shall correctly process date data within and between the 20th and 21" 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. GBA has proposed modern technology be used with this project which GBA is
informed and believes is year 2000 compliant. Further, GBA 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, GBA shall endeavor to correct reported material deficiencies in its software
products so as to conform with the aforementioned definition, In the event that GBA is not able to COrrect the
software products to conform to the statement within ninety (90) days after notification by Licensee, then GBA
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, GBA 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
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that the license granted under this Agreement is terminated, Licensee shall forthwith return to GBA all copies
of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and
will certify in writing to GBA that all copies or partial copies of the Software, the Documentation and such
other materials have been returned to GBA or destroyed,
7, GBA shall indemnify and hold the Licensee harmless 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 the GBA's negligence in
the performance of this Agreement.
8, 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 GBA and Licensee as identified in Exhibit B, 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 contlict or inconsistency between the
provisions of this Agreement and the provisions of the contract(s) identitied in Exhibit B, 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
9, GBA agrees to have the software implemented and "ready for live" by the week of January 10,2001. "Ready
for live" is defined as GBA delivering software, consulting, and training sufficient to enable Licensee to begin
operational use of the software and the date GBA states the Licensee can "go live" with the software, With the
full cooperation of the Licensee, GBA shall not be responsible for, and its performance of obligations shall
automatically be postponed as a result of, delays beyond GBNs reasonable control.
In recognition of the importance of this timeframe, GBA offers the following penalty and procedures:
GBA will give written notice to the licensee, when in GBA'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" tive (5) working days after receiving GBNs written notice, unless
during this period, the Licensee gives written notice to GBA, describing in reasonable detail, any
critical deficiencies in GBNs 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, GBA shall respond immediately to remedy the deficiency, or
b, If GBA determines, reasonably and in good faith, that there is no critical deficiency and
that the Licensee is "ready for live", then GBA 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 GBA's notice as described in this paragraph, unless
notice of a dispute is provided to GBA in writing with five (5) working days.
Provided Licensee meets its deadlines set forth in the Project Schedule attached as a part of
Exhibit B, GBA agrees to pay the Licensee a late penalty of $200 per day for each workday after
January 10,2001, that GBA fails to have the Licensee "ready for live",. All penalties will become
due and payable upon failure to meet the "ready for live" date.
The work described shall be carried out as expeditiously as possible. GBA 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 the GBA, 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
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the effective date of this Agreement, fires, floods, epidemics, strikes; jurisdictional disputes, lockouts, and
freight embargoes,
10. This Agreement, or any of the rights or obligations of GBA created herein, may not be assigned by GBA
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 GBA.
11, GBA agrees to provide to Licensee the source code for the then current Software supplied to Licensee by
GBA should GBA, or any approved company that GBA assigned these rights or obligations, for any reason
cease to support such Software,
12, 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 GBA arising out of, or relating to, this
Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia, GBA,
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.
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,
13, To ensure effective communications, GBA 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:
Title:
Telephone:
Fax Number:
Clifford Rushton
Director
706,821,2522
706,821,2530
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of
GBA and Licensee,
GBA:
LICENSEE: ~
;(ll!~ ~/ ~~BY.
Donald E. Pinkston, Jr. ~r Name:
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By:
Name:
Title:
Director, GBA Master Series
Title:
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EXHIBIT A
(Software License Agreement)
Exhibit A - Scope of Services
Phase 1 - Wastewater Collection System
The primary purpose of Phase 1 is to get Augusta Utilities (Utility) operational in implementing the
computerized maintenance management software, using the GBA Master Series programs, as quickly
and effectively as possible for their wastewater collection operations. The Utility will also be trained and
procedures will be developed for tracking maintenance on their water distribution system, even though the
unique numbering of each water component will not be completed until late 2001.
Task 100 - SYSTEM SETUP
Task 101 - Acquire Initial Information
An initial project meeting between key Augusta Utilities personnel, Augusta Information Technology
personnel and two GBA Master Series (GBA) Implementation Specialists will be held, The purpose of the
meeting is to exchange information from Augusta Utilities to GBA for the purpose of preparing for the
installation of the GBA Master Series software, The following information will be provided to GBA.
1. Data from the OBIC work order program in one of the following formats: ASCII, Microsoft
Access, or Microsoft Excel. If the data is supplied in ASCII format, we request that the names
of each column (data field) appear on the first row. This information should include not only
the work order history but also the current codes that the Utility uses to populate information
from lookup tables.
2. A data dictionary of the key databases or modules for the Harris accounting and billing system
from which the Utility desires GBA to extract information. This will allow GBA to write a
program to pull data from the Harris system and populate that data automatically into the GBA
Master Series software.
3. An ArcView shape file of the sanitary sewer collection system (as much as is complete at the
time).
During this meeting, we will discuss existing hardware configurations and hardware requirements and the
Utility's existing maintenance management functions,
Task 102 - Provide Recommended Hardware Specifications
GBA will provide Augusta Utilities with general recommended hardware requirements regarding a
new or existing server in relationship to the GBA Master Series software. This will include
recommended Random Access Memory (RAM), hard drive space and backup systems. It is
anticipated that the server will be located in the downtown office and that the GBA Master Series
software will be running using Oracle 8 Enterprise as the main relational database. The existing
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network links to both the Peach Orchard and Central Maintenance facilities will also be
addressed.
GBA will provide this information to Augusta Utilities in the form of a letter report. Augusta Utilities
should then have enough information to acquire the appropriate hardware and software (Oracle 8
Enterprise) and get it installed,
A, Task 103 - Provide and Install Wastewater Modules
Over the course of three days, two GBA Master Series implementation specialists will perform the
following activities,
1. In a conference room setting, GBA will present to the Utility staff members an overview each
of the GBA Master Series sewer, work and GIS programs.
2. GBA will then lead staff through a detailed examination of the GBA Work Master program.
With a focus on the requirements of the Consent Order, GBA and the Utility will start
developing work codes and software procedures for tracking the required information.
3. GBA will install fully functioning GBA Master Series software (GBA Sewer Master, GBA Work
Master, GBA Parts Inventory, and GBA GIS Master) on a number of computers, This
software will have demonstration data, allowing the Utility to practice using the software and,
work on the development of their user-defined codes.
B. Task 104 - Provide Administration Training Sessions
At the same time that GBA installs the wastewater modules, GBA will provide training to the appropriate
Information Technology (IT) staff on file locations, backup requirements and license agreement information,
GBA will provide training to the Utility Administration and IT staff on how to set security rights for their
individual employees,
Task 105 - Final Installation
GBA will install on the Utilities hardware the Oracle databases for the appropriate GBA Master Series
modules and install the software on the appropriate workstations, The data that will be installed will contain
the converted data as well as the developed work flow set-up codes described in Task 200, The installation
and final training of the Administration staff will take one day,
Task 106 - End User Training
Two GBA Implementation Specialists will spend three days immediately after Task 105 providing
training services to Utility staff at both locations. To retain the interest of the staff, we recommend
many short training sessions, each training session covering one topic. For the Utility, this would
include GBA Sewer Master, GBA Work Master, GBA GIS Master, GBA GIS Toolkits, and GBA
Parts Inventory. We go through one basic training session of each program and then later have
another training session where we answer questions that have arisen through the use of the
software as well as handle some more advanced topics. This also allows the staff to begin using
the software while we are on-site so that we can answer their questions immediately.
Task 107 - Create Reports
During the training sessions, GBA will demonstrate the predefined reports that are provided with
the GBA Master Series software. It is anticipated that the Utility will need some special reports to
help meet the requirements of the Consent Order. Therefore, GBA will develop up to fifteen (15)
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special reports for the Utility for use within the wastewater modules. The Utility will assist in this
effort by outlining what information that it wants these new reports to show.
TASK 200 - POPULATE SYSTEM
Task 201 - Create Code Dictionary
GBA will create a code dictionary for all of their pre-defined pop-up fields in their wastewater
databases for the Utility to review.
Task 202 - Create Hook to Customer Information in Harris
Given proper clearance from the Utility and Harris (if required), GBA will develop a method to read
information stored in the Harris Customer Information system and populate the data into the GBA
Master Series software. The Utility will provide GBA with the data structure of the current Informix
database that stores the Harris information so that appropriate SOL statements can be written.
Task 203 - Transfer Work Orders from QBIC
GBA will transfer the historical work order information currently stored in the OBIC system into the
GBA Master Series. We will transfer the information using the following procedures.
1, The Utility will supply GBA the OBIC data in Access or Excel format with a brief description of
the fields to be transferred. This will include work order information and Parts Inventory
information.
2. GBA will write a conversion program to copy the information from OBIC into the GBA Master
Series software.
3. GBA will demonstrate to the Utility the converted data in the GBA Master'Series software and
GBA will also leave a copy of the data for the Utility to review.
4, The Utility will review the converted data and comment on any concerns or questions that it
has regarding the conversion.
5. GBA will modify the conversion program appropriately for final input into the GBA Master
Series software.
C. Task 204 - Inventory Wastewater Assets
The Utility currently has the sanitary sewer system uniquely numbered with horizontal positioning
for almost all of the County area outside of the Augusta City Limits (approximately 60% of the
entire sewer system). The Utility is also planning on having the rest of the sanitary sewer system
converted over the next 10 months by a data conversion company.
GBA will work closely with the conversion company and be responsible for converting the data
gathered by the conversion company into the GBA Master Series software.
GBA will convert the existing information and the new data acquired by the conversion company in
the following fashion.
1. GBA will convert all of the existing sanitary sewer information that the Utility has already
gathered. GBA will import this data into the GBA Sewer Master program and create a linked
ArcView shape file.
2, GBA will develop a process by which the conversion vendor can ship their gathered
information to GBA for updates to the sewer system. After 3-5 days of data conversion, the
conversion vendor will supply GBA with their gathered data for GBA to test the import
process. GBA will merge this information in with the data gathered in step 1.
3. Monthly thereafter GBA will obtain the latest information from the conversion vendor for
uploading into the sanitary sewer database and to update the ArcView shape file,
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Task 205 - Enter Lift Station PM Schedules
GBA will enter the sanitary sewer lift station preventative maintenance schedules for the twenty-eight (28)
Lift Stations into the GBA Master Series software for the continued maintenance of these pieces of
equipment.
Task 206 - Convert Existing Inspection Records
GBA will convert the historical sanitary sewer inspection information provided by the Utility
provided that it is supplied in a format that GBA can easily extract the information (Excel, Access,
ASCII delimited, etc.), GBA will also attach the current digital images of the manhole inspection
and smoke testing pictures and attach them to the proper inspection. The inspection information
that GBA will convert will include the following.
1. Manhole Inspections information with no more than 240 photos including manhole surface
data, manhole interior data, and manhole defect data.
2, Pipe Inspection data including television inspection data
3. Smoke testing data with no more than 240 photos. GBA will not be scanning the smoke
testing sketches
4. Flow Isolation results.
TASK 300 - DEPLOY WASTEWATER MODULES
D. Task 301 - Redesign Business Function
With the requirements of the Consent Order and the new capabilities of the Utility to track and
assign work with the GBA Master Series software, GBA will assist the Utility in redesigning their
current operations, Stressed will be the development of new standards and responsibilities as
well as communication between all parties.
At the conclusion of this task, GBA will provide to the Utility a document (in both electronic and
hard-copy format) outlining those standards and responsibilities.
Task 302 - Test System
Prior to going live with the software, GBA will install the converted data onto the Utility's Oracle
database and the workstation software on the workstations. GBA, with the assistance of one or
more Utility staff, will test each machine to make certain that the programs are operational on
each machine.
Task 303 - Rollout System
Once the software testing is complete (Task 302) and the initial end user training has been completed (Task
106), GBA will assist the Utility with the initial rollout of the system. Two GBA Implementation Specialists
will spend three days the week following the initial training to be out in the field and in the office working
with the staff on the use of the software, The new business functions will be continuously reviewed and
modifications will be made based on findings during the system rollout.
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E. Task 304 - Follow-up Training
To fully get the Utility trained on the new software and new business processes, GBA will supply
additional follow-up training as set forth below, These follow-up training sessions would take
place in a conference room type setting and be in a user-group discussion type of format with
demonstrations by GBA staff explaining more specifically the use of the software.
1. Approximately one month following the software installation and training, two GBA
Implementation Specialists will be on-site with the Utility for two days. The primary purpose of
this training session will be to answer additional questions, provide input on how to use the
programs more effectively (if needed), and help make sure certain standards are being
followed, GBA might also look at the data being stored and collected as a quality control
measure. At this time, GBA would also update the sanitary sewer system inventory and
ArcView shape files received from the data conversion vendor.
2. Two months after the Step 1 follow-up session, one GBA Implementation Specialist will be on-
site for two days for additional follow-up, The primary purpose of this training session will be to
answer additional questions, provide input on how to use the programs more effectively (if
needed), and help make sure certain standards are being followed, GBA might also look at
the data being stored and collected as a quality control measure. At this time, GBA would
also update the sanitary sewer system inventory and ArcView shape files received from the
data conversion vendor.
3. Optional Follow-up. If requested, GBA would be happy to supply additional training follow-up-
meetings, at $3000 per two-day session plus directs. These training sessions would be
similar in scope to item 2 under this task, A time when this task might be useful would be at
the conclusion of the data conversion of the GIS mapping.
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EXHIBIT B - COST OF SERVICES
Task 100 - System Setup
101 - Acquire Initial Information ..,.,.,....................................,.............,.....,........ $11,233,00
102 - Provide Recommended Hardware Specifications ........................................ $680,00
103 - Provide and Install Wastewater Modules ....................,.............,.....,.,..... $24,752.50
104 - Provide Administration Training Sessions.................................................... $680.00
105 - Final Installation......................... ..................... ......,.,................................ $21,352.50
106 - End User Training.........................................,............................................ $4,760.00
107 - Create Reports ..........,.......,.,.,..."...,.,....,.,....,.,....'.',...,.,....,......,.....,......,... $3,825,00
Task 200 - Populate System
201 - Create Code Dictionary ...................................,......,.................................. $1,170.00
202 - Create Hook to Harris Customer Information....,..................................... $10,640.00
203 - Transfer Work Orders from OBIC ..................,.........,................................ $2,870.00
204 -Inventory Wastewater Assets....,........,..................,..,.............,...........,...... $7,400.00
205 - Enter Lift Station PM Schedules...................................................,.....,...... $4,230.00
206 - Convert Existing Inspection Records ,...............................................,..... $13,600.00
Task 300 - Deploy Wastewater Modules
301 - Redesign Business Function .,...................,............................................. $12,440.00
302 - Test System,...,.,............,....,.,.,....,.,......,....,.,....,.,.......,.,........,.,...,.,.,.,.....,. $1,360.00
303 - Rollout System .,......".,....,......,.,...,......,.......,.,....,.......,.,.,.,......,.,.,.,.,...,..... $7,790.00
304 - Follow-up Training 1 ,...........................,......,............................................ $11,179.00
305 - Follow-up Training 2 ..............,........,.......................................................... $3,675,00
Note:
1. The Performance Bond expense is included in Task 101,
2. The software purchase is split into two tasks - Task 103 and Task 105,
3. The software annual support cost is included in Task 304.
4. All licenses required to operate the proposed application are set forth in this Cost of Services,
5. Proposed software solution is Windows based with an Oracle 8 Enterprise database engine. GBA acknowledges
that it will examine the Licensee's system and will confirm if the software solution will operate properly on said
system.
6, Any components may be operated on any of the workstations and additional local or remote workstations may
be purchased for additional costs at those then current rates.
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 June 20.2000,
GBA:
By:
1J-~l/~~ #U /
By:
Name:
Donald E. Pinkston. Jr.
Name:
Title:
Director. GBA Master Series
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SOFTW ARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the
20
day of
June
,2000_, by and between:
GEORGE BUTLER ASSOCIATES, INC., a Kansas Corporation with its place of business at 8207 Melrose Drive,
Lenexa, Kansas, (GBA) 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 GBA 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 GBA have entered into a software license agreement dated the 20th day of June
2000, enabling Licensee to use the Software on the terms specified therein (the "License Agreement"); and
WHEREAS Licensee is desirous of participating in GBA's 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 GBA as set out below, GBA agrees to provide the
following software maintenance services during the term of this Agreement:
(a) GBA 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, GBA will provide reasonable
telephone support, in the form of assistance and advice on the use and maintenance of the Software,
during GBA's hours of support (9am - 7pm EST, Monday through Friday)
(c) GBA 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 GBA 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 GBA markets and licenses for additional fees
separately from Upgrades,
(d) At Licensee's request, GBA shall provide Licensee with Upgrades of the Software at no additional
charge, Licensee shall be entitled to acquire a license to New Products for GBA's 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, GBA
will also make other installation developments, such as reports, interfaces, etc" available to Licensee if
they are appropriate for possible use by Licensee,
2. Maintenance services shall not include, and Licensee shall pay extra for, any and all consulting,
implementation, customization, education and training related services subject to the availability GBA's staff,
except as provided in the Software Licensing Agreement dated June 20, 2000 ,
3. Licensee shall pay an annual maintenance fee to GBA 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 of use as apply to the
Software under the License Agreement.
5, Licensee shall, at GBA's request, provide GBA with the right of dial-access to Licensee's computers on which
the Software is installed, so as to enable GBA to monitor the operation of the Software,
6, GBA 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 GBA, all taxes and other levies, including sales and
use taxes (but excluding taxes based on the net income of GBA 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 GBA, Licensee shall pay such additional amount as shall result in GBA 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, GBA 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. GBA 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 following the expiry of the warranty
period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains
licensed by GBA to use the Software, unless earlier canceled in writing by either party at any time upon 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 GBA or Licensee.
(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 (IS) days after receipt of
notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party becomes insolvent or
bankrupt.
(d) 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 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.
13, This Agreement, or any of the rights or obligations of GBA created herein, may not be assigned GBA 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 GBA.
2
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14, 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 GBA 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,
15, 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 GBA arising out of, or
relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County,
Georgia, GBA, 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.
16, 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 16,
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of
GBA and Licensee.
By:
-fdl,JJ ~ ~ /-
By:
GBA:
Name:
Donald E, Pinkston, Jr.
Name:
Title:
Director, GBA Master Series
Title:
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EXHIBIT A
(Software Maintenance Agreement)
Item Licensed Product Initial License Annual Maintenance Maintenance
Fee Fee* Start Date
1. GBA MASTER SERIES $33,925 $5,088,75 Nov. 2000
Anticipated
TOTAL $33,925 $5,088,75
*
First year maintenance fee only. Subsequent years are renewable annually at the support anniversary date.
Annual Long- Term 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 Seventeen Percent (17%).
By:
-4L~/ /.~-l/
By:
GBA:
Name:
Donald E. Pinkston. Jr.
Name:
Title:
Director, GBA Master Series
Title:
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4
UTILITIES DEPARTMENT
N. MAX HICKS, PEt DIRECTOR
2760 PEACH ORCHARD ROAD
AUGUSTA, GA 30906
(706) 796-5000 - FAX (706) 771.2.646
TO.M D. WIEDMKIER, PE, ASSISTANT DIRECTOR
TRANSMITTAL LETTER
TO: *R1"~n,
) W1JT iliA
.. ) I t-J1tll ~eTTV\ aJTA L-
RE: GI3I1Ill~ Xn~ -C/7lITlS MAIL D€P
We 0 forward 0 retum 0 enclose 0 under separate cover, the
following: 0 shop drawings 0 prints 0 specifications 0 other
DATE:
Kj?i/trO
NUMBER DWG. DATED DESCRIPTION ACTION
COPIES NO. NEEDED
I ~/t.f CLJJrlntc:f-/nbn :,:-:, 'IV! IlPjed/tJ ry ffle.:.
58/} /J71l67et-- ~S 'V
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REMARKS:
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Thank you,
AUGUSTA UTILITIES
cc:
BY:/~~~
TO:
Robin McMillon 8/7/00
F
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UTILITIES DEPARTMENT
N, MAX HICKS, PE. DIRECTOR
2760 PEACH ORCHARD ROAD
AUGUSTA, GA 30906
(706) 796-5000 - FAX (706) 771-2646
TOM D, WIEDMEIER, PE, ASSISTANT DIRECTOR
MEMORANDUM
;::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::;:;::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::
TO:
FROM:
SUBJECT:
DATE:
CC:
RANDY OLIVER, CflY ADMlNISTRATOR c....--.
ROBlNMCMllLON, FNGlNEERlNG SERVICES ~
GBA MASTER SERIES (COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM)
07/27/00
NONE
Please fmd attached a letter from GBA Master Series requesting signature by Augusta Utilities to
transfer the CMMS project between GBA and Augusta to GBA Master Series and Augusta. I called
Jim Wall this morning to discuss and he instructed me to forward this document directly to you for
signature. Please sign the letter and send it back. to Augusta Utilities. I will see that it gets mailed to
GBA Master Series. Thanks.
II
p~
, JUL 2 72000
/400usTA-RtCHMOM> COUNTY
~TOR'SOFRCE
GBA Master Series
A Division a/George Butler Associates, Inc,
8207 Melrose Drive. Lenexa, Kansas 66214-3621 . (800) 492-2468 . (913) 438-5032 FAX
July 21,2000
Robin McMillon
Augusta UtilitieslRichmond County
2822 Central Ave.
Augusta, GA 30909
SUBJECT: GBA Master Series™ Infrastructure Management Software
Dear Ms. McMillon:
George Butler Associates, Inc. (GBA) is in the process of transitioning the GBA Master
Series from an operating division of the firm, to a wholly owned subsidiary company. We
believe this transition will best meet the current and future needs of our clients.
GBA is a full-service professional design firm providing architectural, structural, mechanical,
electrical, fire protection, transportation, water, wastewater, utilities management,
environmental, civiVsite development, surveying, and landscape architectural services to a
variety of clients. GBA Master Series is comprised of professional and technical support
staff dedicated solely to providing clients with software products and related services that
enable them to efficiently and systematically manage their public works infrastructure
systems.
We feel our new corporate status will enable us to further improve upon our excellent client
services by facilitating management of our software development, implementation and
support efforts.
In order to properly effectuate the transition, GBA will be assigning all of its rights and
obligations under that certain Professional Services Agreement between. GBA and Augusta
UtilitieslRichmond County, Georgia dated June 20, 2000 to GBA Master Series, Inc. Your
signature below will signify your consent to such assignment. Please sign both copies of this
letter, retain one for your records, and return the other to the attention of Allison Tuttle,
Account Representative (contact at 800.494.2468, Ext. 475; atuttle@gbutler.com).
Thank you for prompt consent.
- Work Smart.
www.gbamasterseries.com.info@gbamasterseries.com
Sincerely,
GBA MASTER SERIES
~~rc?~
~es C. Graham, P.E.
Vice President - Operations
cc: Don Pinkston, P.E. - Chief Executi ve Officer / President
File
The undersigned- hereby consents to the assignment by George Butler Associates, Inc.
("GBA") of all of GBA's rights and obligations under that Professional Services Agreement
between GBA and Augusta UtilitieslRichmond County, Georgia dated June 20, 2000 to GBA
Master Series, Inc.
Agreement:
Effecti ve Date:
Professional Services Agreement
June 20, 2000
GBA MASTER SERIES
AUGUSTA UTILITIES
F\?t?e-ouG'P, Su%Tt:GI TO co~~r
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Name: ~.~ "-R. ~
Title: AD H 1 '...hs.: 'TIR (-\ TDQ..
NamrI:C~
Title: VP-t:?#vdk>~
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Date:
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Date: