HomeMy WebLinkAboutReporting Systems Inc Software Maintenance
Augusta Richmond GA
DOCUMENT NAME: ~G If'OIl-T I oJ;J SySTeM s ;r ('Ie So~ IV AR E Tn A I nlT6"AJ~
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DOCUMENT TYPE: A ~I2.€"G"'m~N"
YEAR: ~DOY
BOX NUMBER: :? y.
FILE NUMBER: , , S- 3D
NUMBER OF PAGES: Lo
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SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the I~ day of ~e.,-..~. ' 2004, by and between:
Reporting Systems, Inc. ("RSI"), a Washington Corporation with its place of business at 851 Coho Way,
Suite #307, Bellingham, W A 98225 and Augusta, Georgia, a political subdivision of the State of Georgia,
with its place of business at 530 Greene Street, Augusta, Georgia, 30911 (" Agency").
WHEREAS, RSI provides a Web-based, remote-access Fire and Emergency Medical Services Records
Management System ("Fire/EMS RMS" and "Software"); and
WHEREAS, RSI has the capability and desires to provide these services to the Agency; and
WHEREAS, Agency and RSI have entered into a software license agreement dated the 14'-1::1.. day of
~c~hea.... .2004, enabling Agency to use the Software on the terms specified therein (the "License
Agreement"); and
NOW THEREFORE, the parties hereto agree as follows:
1. In consideration of payments to be made by Agency to RSI as set out below, RSI agrees to provide
the following software maintenance services during the term of this Agreement:
A. RSI 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 Agency detects any errors or defects in the Software, RSI will provide
reasonable telephone support, via a 24 hour toll-free (1-800) number, in the form of assistance
and advice on the use and maintenance of the Software, during RSI's hours of support
(7:00am - 6pm PST, Monday - Friday). There shall be no charge to Agency for RSI's services
in the correction of errors or defects in the Software. RSI shall correct any nonconformance it
has been properly notified of within a reasonable time, with such reasonable time not to
exceed ten (10) business days. Agency will provide toll-free support by responding to
emergency calls, outside of normal business hours, within 90 minutes.
C. RSI will send Agency mailings on Upgrades and New Products of the Software to the
Agency's address specified in Section 14. "Upgrades" are those enhancements to the
Software that RSI 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 RSI
markets and licenses for additional fees separately from Upgrades.
D. RSI shall provide Agency with Upgrades of the Software at no additional charge. Agency shall
be entitled to acquire a license to New Products for RSI's then prevailing license fees. Software
Upgrades and New Products will be sent by Internet downloads, CD, or DVD with
explanations, instructions and updated documentation where appropriate. RSI will also make
other installation developments, such as reports, interfaces, etc., available to Agency if they are
appropriate for possible use by Agency.
E. Agency shall not manipulate, change, edit or otherwise alter RSI proprietary software code
described in the licensing agreement
2. Maintenance services shall not include, and Agency shall pay extra for, any and all consulting,
implementation, customization, education and training related services subject to the availability of
RSI's stafEr except as provided in the signed Software Licensing Agreement.
Emergency Reporting Maintenance Agreement
3. Agency shall pay an annual maintenance fee to RSI as provided in Attachment 1. This fee shall be
subject to change as set out in Attachment 1. The purchase of additional licensing or services will
be added to the original purchase price in order to calculate revised Annual Maintenance and
Support Fees.
4. Agency agrees that all materials, documentation, Upgrades, New Products, and other materials
provided to Agency 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. Agency shall provide RSI with the right of remote access to Agency's computers on which the
Software is installed, upon adequate notification of the Licensee, so as to enable RSI to monitor the
operation of the Software.
6. RSI will invoice Agency 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.
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. RSI 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. RSI 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 (1) year following the expiration of
the warranty period set out in the License Agreement, and it shall be automatically renewed as long
as Agency remains licensed by RSI 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 additional
costs associated with software reconciliation with the issuance and a new software maintenance
agreement with payment invoiced annually.
9. Termination
A. This Agreement shall terminate if the License Agreement is terminated by RSI or Agency.
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
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 therefore, with reasonable
promptness; and performs its obligations hereunder as soon as circumstances permit.
Emergency Reporting Mainteosore Agreement
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11. This Agreement, or any of the rights or obligations of RSI created herein, may not be assigned by
RSI without Agency's consent, which consent shall not be unreasonably be withheld, but this
Agreement is for the sole benefit of Agency and may not be assigned by Agency without the
express written consent of RSL
12. Agency acknowledges having read and understood this Agreement and agrees to be bound by its
terms and conditions. Agency also agrees that this Agreement, together with the relevant terms
and conditions of the contract(s) between RSI and Agency 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 Agency and RSI arising
out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court
of Richmond County, Georgia. RSI, 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 as required in this Section 14.
The originals to:IT Director
530 Greene Street, A-I0l
Augusta, GA 30911
AITN: Tameka Allen
Title: IT Director
Telephone: 706.821.2522
Fax Number: 706.821.2530
Copies To:
City Administrator
530 Greene Street, Room 801
Augusta, GA 30911
AITN: Fred Russell
Title: Interim City Administrator
Telephone: 706,821.2400
IT Application Manager
530 Greene Street, A-I0l
Augusta, GA 30911
ATIN: Mike Blanchard
Title: Application Manager
Telephone: 706.821.2862
Fax: 706.821.2530
Emergency Reporting Maintenance Agreement
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Emergency Reporting Maintenance Agreement
Fire Department
925 Laney Walker Blvd.
Augusta, GA 3090 I
ATTN: AI Gillespie
Title: Fire Chief
Telephone: 706.821.2909
Fax: 706.821.2907
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IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives as of the day and year first above written.
ACCEPTED BY:
Augusta, GA
~() "--
By ~~~,
(Authorized tignat
Name:
Bob Young
Title:
Mayor
Date:
Attest:
Title:
Date:
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Address for Notice> - _ ~ ~ - -~:
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City of Augusta, GA
530 Greene Street, Room 806
Augusta, GA 30911
Emergency Reporting Maintenance Agreement
Reporting Systems, Inc.
By:
~ c<<J
(Authorized Signatory)
Name:
AJr; ((.'^ jlA ;/v-\ ~
~'^ i '- f Op.crr.J;" t\. j 0 {:f1 ~
Title:
Date:
Address for Notice:
Reporting Systems, Inc.
851 Coho Way, Suite #307
Bellingham, W A 98225
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Attachment 1
Item Licensed Product Initial Annual Maintenance
License Fee Maintenance Fee>l- Start Date
1. RSI Fire Records Management $61,920.00 $12,384.00 1 year after
Software "Go Live" Date
TOTAL $61,920.00 $12,384.00
>I- These costs do not included CAD link or EMS link
Maintenance Fee applicable one (1) year after "Go Live" date. Subsequent years are renewable annually at
the support anniversan) date. Annual increases shall not exceed 2%,
Additional fee's relating to additional stations not included above, (point ld)
Emergency Reporting Maintenance Agnemeot
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