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HomeMy WebLinkAbout92-074 - EDEN Systems - Software Maintenance / LicenseAlt C FILE # EDEN SYSTEMS, INC. LICENSING AG% CUSTOMER NAME City of Tukwila, Washington CUSTOMER ADDRESS 6200 Southcenter Boulevard CITY/STATE/ZIP CODE Tukwila, Washington 98188 THIS AGREEMENT is entered into by and between EDEN SYSTEMS, INC. hereinafter referred to as "EDEN", and the agency/organization named above, hereinafter referred to as "CUSTOMER". WITNESSETH: WHEREAS, EDEN provides a standardized, computer software package, comprised of application programs and documentation substantially matching the application programs hereinafter referred to as "THE SYSTEM": and, WHEREAS, CUSTOMER has examined THE SYSTEM, has determined that THE SYSTEM meets CUS- TOMER'S stated specifications and CUSTOMER desires to acquire a non -transferable, non-exclusive license to use THE SYSTEM from EDEN, and EDEN desires to grant such license to the CUSTOMER upon the following terms and conditions. NOW, THEREFORE, in consideration of the terms and conditions contained herein, and without reference to any prior oral or written understanding, the parties agree as follow: 1 COMPONENTS OF THE SYSTEM The components of THE SYSTEM are set forth in Exhibit "A" attached hereto and by this reference incorpo- rated herein. 2 DEFINITION OF THE SYSTEM Definition of THE SYSTEM is determined by standard documentation available from EDEN at the date of licensing combined with this agreement complete with its Exhibits and will be the sole, complete and final defi- nition of THE SYSTEM regardless of any prior verbal or written understandings or perceptions on the part of either party. It is the CUSTOMER'S sole responsibility to determine THE SYSTEM'S acceptability or usefulness for its specific purposes prior to the execution of this agreement. 3 GLOSSARY OF TERMS For purposes of this agreement the following definitions apply: "Execution" is defined as the signing of this License Agreement by authorized personnel from EDEN and CUS- TOMER and a signed original being in the possession of EDEN. "Software module" is defined as any one of the items listed in Exhibit "A" and can be a program or collection of programs. "Installation" is defined as delivery of a software module complete with the modifications detailed herein perti- nent to that specific software module and either: (a) Administration of the number of training hours specified herein as accounted for by EDEN; or (b) Authorization of acceptance by CUSTOMER, whichever occurs first. 4 LICENSE In accordance with the terms contained herein, EDEN grants to the CUSTOMER, and CUSTOMER accepts from EDEN a perpetual, non -transferable, non-exclusive license to use THE SYSTEM according to the terms and conditions described herein. Eden Systems, Inc. License Agreement Page 1 EDEN and CUSTOMER agree this license is for the basic, unmodified version of THE SYSTEM and that other services provided for the purpose of fitting the CUSTOMER'S specific purpose or use can only be obtained through inclusion in Exhibit "C" of this agreement or on an EDEN AFPS (Authorization For Profes- sional Services) form. 5 LICENSE FEE CUSTOMER agrees to pay EDEN a license fee plus applicable taxes which are assessed on account of this transaction, as well as installation and training charges detailed in this agreement. CUSTOMER agrees to reimburse EDEN for the transfer or distribution of licensed programs as well as for postage, shipping and reasonable charges for the program storage media for all versions and updates of THE SYSTEM. EDEN will not be obligated to provide assistance for any problems encountered as a result of the hardware or operating system, and it makes no warranty, either expressed or implied, regarding the hardware, software or operating system supplied by any other party including but not limited to subcontractors of EDEN. 6 AUTHORIZED COMPUTER SYSTEM CONFIGURATION THE SYSTEM is licensed for use on a computer system configuration identified in Exhibit "B" attached hereto and by this reference incorporated herein. 7 TITLE TO SYSTEM: PROTECTIVE COVENANTS CUSTOMER acknowledges that THE SYSTEM, system documentation including modifications, supplements and alterations thereto supplied by EDEN or by CUSTOMER are owned by EDEN: that neither legal nor equitable title to THE SYSTEM passes to the CUSTOMER under this agreement; that THE SYSTEM consti- tutes a valuable asset and trade secret of EDEN; and that any information in connection therewith is confiden- tial. ACCORDINGLY, CUSTOMER agrees as follows: THE SYSTEM shall be used only at the computer center of the CUSTOMER, and shall not be used for the advantage of any other person or entity without notification and certification that THE SYSTEM shall be used solely at the new location. CUSTOMER shall not, and shall require its employees not to, without prior written permission from EDEN, sell, lease, assign, transfer, sublicense, permit the duplication, reproduction or copying, or otherwise make avail- able for any purpose, for any type of consideration THE SYSTEM or any part thereof, or any modifications, whether designed by EDEN or CUSTOMER, or any information pertaining thereto, to or by any person or entity whosoever except for the regular backup of THE SYSTEM for protective and recovery purposes. CUSTOMER agrees not to alter nor remove any details of ownership, copyright, trade mark or other propri- etary right connected with THE SYSTEM or it use. CUSTOMER acknowledges that in the event it should violate, or permit to be violated, any of the provisions of this paragraph, it is liable for monetary damages for each occurrence but no action by the CUSTOMER shall relieve CUSTOMER from any of its obligations under this agreement, nor affect any other remedies of EDEN, including the right to injunctive or other equitable relief. 8 REMEDIES OF EDEN Upon failure of CUSTOMER to pay any sums due hereunder when due, or upon breach by CUSTOMER of any of its covenants or agreements contained herein, and without prejudice to any other rights EDEN may have hereunder, EDEN shall have the right, at its option, to (a) Immediately terminate this agreement and to retrieve within thirty (30) days from CUSTOMER, THE SYSTEM, system documentation, backup or archival copies of THE SYSTEM and all other property, and the CUSTOMER shall cease any and all use of THE SYS- TEM; (b) Allow the CUSTOMER thirty (30) days tocorrect such breach or violation. 9 EXECUTION BY EDEN This agreement shall not be binding until the same has been executed by an authorized officer of both EDEN and CUSTOMER. Eden Systems, Inc. License Agreement Page 2 10 EXPENSES AND COST OF COLLECTION Either party shall have the right to collect from the other party reasonable expenses and attorney fees in con- nection with the enforcement of any rights or remedies hereunder. No failure of either party to demand when due any rights or monies hereunder shall be deemed a waiver by that party of the obligation of the other party to such right or sum. 11 GOVERNING LAW This agreement and all performance hereunder shall be governed by and construed in accordance with laws of the State of Washington. 12 WARRANTY AND LIMITATION OF LIABILITY EDEN WARRANTS IT WILL FIX DISCOVERED ERRORS IN THE SYSTEM FOR A PERIOD OF ONE YEAR FROM THE DATE OF INSTALLATION. CUSTOMER AGREES THAT ANY LIABILITY OF EDEN FOR LOSS, DAMAGE, COST OR EXPENSE WHATSOEVER TO CUSTOMER ARISING FROM ANY BREACH OR DEFAULT BY EDEN OF ANY WARRANTY, COVENANT, AGREEMENT OR UNDERTAKING HEREUNDER SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY CUSTOMER, BUT THAT IN NO EVENT SHALL THE AGGREGATE OF SUCH LIABILITY EXCEED THE LICENSE FEE SPECIFIED HEREIN, NOR SHALL ANY SUCH LIABILITY INCLUDE ANY CONSEQUENTIAL DAMAGES WHICH MAY BE SUFFERED BY CUSTOMER. 13 ENTIRE AGREEMENT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PRIOR UNDERSTANDINGS, DOCUMENTED REPRESENTA- TIONS AND AGREEMENTS BETWEEN THE TWO PARTIES, WHETHER ORAL OR WRITTEN, AND THIS AGREEMENT MAY NOT BE MODIFIED OR ALTERED EXCEPT BY A SUBSEQUENT, WRITTEN INSTRUMENT DULY EXECUTED BY BOTH PARTIES. FURTHER, CUSTOMER REPRESENTS AND WARRANTS THAT IN EXECUTING THIS AGREE- MENT CUSTOMER DOES NOT RELY ON ANY PROMISES, INDUCEMENTS OR REPRESENTA- TIONS MADE BY EDEN WITH RESPECT TO THIS AGREEMENT OR ANY OTHER BUSINESS DEALINGS WITH EDEN, NOW OR IN THE FUTURE WITH THE EXCEPTION OF THE CONSIDERATIONS CITED HEREIN. 14 BACK-UP COPIES CUSTOMER shall have the right to make up to three (3) back-up copies of THE SYSTEM on magnetic media. No other copies shall be authorized under this agreement without written authorization from EDEN. 15 SOURCE CODE If THE SYSTEM is covered under a separately executed and current software support agreement between EDEN and CUSTOMER, the source code and related documentation is to be released to CUSTOMER within thirty (30) days of the occurrence of (a) EDEN ceases to do business; (b) EDEN declares bankruptcy or seeks protection under bankruptcy laws; (c) EDEN is forced into bankruptcy by its creditors; (d) At CUSTOMER request. 16 PAYMENT SCHEDULE Upon execution of this agreement the CUSTOMER agrees to pay to EDEN 40% of the total license fees herein plus any applicable taxes. Upon installation of each licensed software module the CUSTOMER agrees to pay 60% of the respective soft- ware module license fee plus applicable taxes plus any associated training, installation and modification charges identified herein. Eden Systems, Inc. License Agreement Page 3 In addition to license fees, training and installation charges CUSTOMER agrees to pay EDEN all applicable travel and out of pocket expenses as they occur including but not limited to air fare, car rental, parking, lodging and meals as further described in Exhibit "E" attached hereto and by this reference incorporated herein. CUSTOMER agrees to pay promptly all invoices within 30 days of the invoice date. Any monies not paid here- under when due shall bear interest at the rate of 1 and 1/2 percent per month from the due date until paid. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective duly authorized representative. CUST: r2 ' — .' ' DATE: EDEN: DATE: Eden Systems, Inc. 9/4 License Agreement Page 4 Exhibit A Investment Summary Products Licensed License Fees Training Install Total $ Basis for Annual Sup- port Accounts Receivable $ $ $ $ $ Business Licensing Business Licensing (Calif.) CAFR (Comprehensive Annual Financial Reporting) Capital Projects Cash Register Receipting Interface Controller Reporting (Calif.) Equipment Rental Financial Accounting Fixed Assets Geobase, Parcel Data Base Infrastructure Inventory Lighting & Landscaping (Calif.) Maintenance Scheduling Complaint Call Tracking Spare Parts/Supplies Equipment/Fleet Inventory Building Permits Hand Held Interface Payroll 3.5 Payroll 5.0 Personnel Position Control Purchasing Recreation Management Requisitioning, RFQ, RFP Eden Systems, Inc. License Agreement Page 5 Exhibit A Investment Summary Products Licensed License Fees Training Install Total $ Basis for Annual Sup- port Special Assessments Utility Billing 3.5 Utility Management 5.0 TRIMS - 1st Copy TRIMS - Additional Copies TRIMS - LAN or Site License IQ Report Writer $2,500 $600 N/A $3,100 $2,500 IQ DDMAINT (Dictionary Maintenance) 1,250 N/A N/A 1,250 N/A IQ Data Dictionaries 750 N/A N/A 750 N/A FLEXGEN Report Writer ANZIO Terminal Emulator Microfocus Runtime AcuCobol Runtime AcuCobol Compiler Total Software Licenses $4,500 $600 $ $5,104 Eden Systems, Inc. License Agreement Page 6 Exhibit A Cash Register Interface It is the CUSTOMER'S responsibility to perform the following related to the implementation of the EDEN Cash Register Receipting Interface: * * Acquire cash receipting control software from a third party accept- able to EDEN Acquire all related equipment, cabling, installation, training and related products and services. Equipment includes but is not lim- ited to a suitable personal computer, cash drawer, slip and/or journal printer, monitor, BAR or OCR 'wand'. It is EDEN'S responsibility to perform the following related to the implementation of the EDEN Cash Register Receipting Interface: * Supply a software program which resides on the host machine (PC Server in a LAN or a minicomputer) which accepts batches of elec- tronic receipts from the third party, cash control software. Eden Systems, Inc. License Agreement Page 7 Exhibit A Hand Held Recorder Interface EDEN'S Hand Held Recorder Interface is a generic, unmodified product which requires chargeable modifica- tions in order to suit the specific needs of the CUSTOMER. Specific modifications related to format of input and output records are to be identified by the supplier of the recorder equipment, EDEN and CUSTOMER for inclusion in THE SYSTEM. The EDEN Hand Held Recorder Interface will create a data file on the host computer in a disk file with records formatted to specifications agreed to by EDEN, CUSTOMER and hand held equipment supplier. After meter readings have been recorded on the hand held devices they are processed on route management software supplied by the hand held equipment supplier residing on a personal computer. ANZIO or some similar communication package is then used to upload the data from the personal computer to the host computer in a disk file with records formatted to specifications agreed on by EDEN, CUSTOMER and hand held equipment supplier. These records are then used to process utility bills through the EDEN Utility Billing system. It is EDEN'S responsibility to provide software only for functions performed on the host computer. EDEN will, at its option and sole discretion, provide consulting, service or programming related to the hand held equipment, hand held supplier route management software, DOS operating system or any other function related to the personal computer or to the hand held supplier service or products at EDEN'S regular hourly charges. It is EDEN'S intent to allow the CUSTOMER the choice of using a hand held interface for either a contracted reading service which provides diskette input to a personal computer or the traditional interface with its own recording equipment. Eden Systems, Inc. License Agreement Page 8 Exhibit A IQ Report Writer The IQ Report Writer is licensed in one of the following combinations: * IQ Report Writer and EDEN Data Dictionaries; * IQ Report Writer and DDMAINT; a software program which provides the CUSTOMER with the capability of building/maintaining the Data Dictionaries; * IQ Report Writer, EDEN Data Dictionaries and the program DDMAINT. EDEN Data Dictionaries are provided by EDEN for selected master and detail files. They are not developed for ALL EDEN files and EDEN takes no responsibility for interpreting the individual needs of the CUS- TOMER. In order that the EDEN Data Dictionaries include entries for all EDEN files, EDEN recommends 1)AFPS (Authorization For Professional Services) from EDEN to develop to CUSTOMER specifications; or 2)The licensing of the program DDMAINT in order that CUSTOMER can maintain the EDEN Data Dictionaries. The IQ Report Writer and the EDEN Data Dictionaries are supportable in combination via an annually renewed Software Support Agreement. The program DDMAINT is NOT SUPPORTABLE under any condition. The EDEN Data Dictionaries are NOT SUPPORTABLE in combination with the program DDMAINT regardless of the order or circumstances in which they are licensed. Eden Systems, Inc. License Agreement Page 9 Exhibit B Equipment Configuration The application solutions, products and services defined in Exhibit A will be delivered for use only on: Equipment Manufacturer:IBM PC or Compatibles Processor Type:Intel Mode1:386 Server Operating System:DOS/Novell System Configuration:2-10 Stations It is the CUSTOMER'S responsibility to acquire, install and provide for the maintenance of all equipment, operating system and related technical software tools and EDEN is not responsible for any such item(s). If EDEN determines a specific problem to be equipment related, then EDEN, at its sole option, will continue to aid the CUSTOMER and will charge for such assistance at its then going hourly rate. Such services must be obtained by CUSTOMER through separate agreement as defined on an EDEN AFPS (Authorization For Professional Services) form. Eden Systems, Inc. License Agreement Page 10 Exhibit C Modifications CUSTOMER agrees to pay EDEN for the following modifications at the price specified. CUSTOMER agrees that modifications not shown here, regardless of type or purpose, are chargeable at EDEN'S then going hourly rate and must be obtained through separate agreement as defined on an EDEN AFPS (Authorization For Professional Services) form. System/Module Cost ($) Description of Modification Eden Systems, Inc. License Agreement Page 11 Exhibit D Automated Conversion of Existing Data Files It is the CUSTOMER'S responsibility to perform the following related to any automated conversion effort given the existence of an executed EDEN AFPS (Authorization For Professional Services): * Obtain the rits to all existing program source code, record and file layout descriptions for the purpose of definition of available data * Obtain authorization to use such information for the purpose of automated con- version * Cooperate fully with EDEN personnel in the determination of feasibility for conversion of each software module * Make the final decision regarding automated conversion of each software mod- ule * Present the data from the existing system to EDEN in an acceptable format and media for EDEN personnel. This requires the CUSTOMER obtain the written programs which record the existing data on acceptable magnetic media. * Enter data not converted due to: (a)Converting a longer field into a shorter one in which a significant portion of the field is truncated; (b)Fields not present in the new system; (c)Fields not present in old system. * Review and test the converted data to ensure maximum degree of success of the conversion. * Obtain all EDEN services related to automated conversion through separate agreement as defined on an EDEN AFPS (Authorization For Professional Ser- vices) form. It is EDEN'S responsibility to perform the following related to any automated conversion effort given the exis- tence of an executed EDEN AFPS (Authorization For Professional Services) covering such activity: * * Cooperate fully with CUSTOMER personnel in the determination of feasibility for conversion of each software module Provide input for the purpose of determining the feasibility of automated conver- sion of each software module Develop conversion programs which convert the magnetic information prepared on magnetic media by the CUSTOMER Eden Systems, Inc. License Agreement Page 12 Exhibit E Travel, Out of Pocket Expenses It is the CUSTOMER'S responsibility to: * * Review and reimburse EDEN for incurred expenses and costs within a period of 30 days from billing date. Pay EDEN interest at 1.5% per month on any overdue travel, out of pocket expenses. Reimburse EDEN for ALL travel and out of pocket expenses related to this agreement. It is EDEN'S responsibility to: * Maintain an accurate and complete record of all expenses including but not lim- ited to air fare, hotel/motel, car rental, parking, meals and other related servi- ces/supplies. * Produce a complete accounting of these expenses when submitting an invoice to CUSTOMER from reimbursement. * Invoice CUSTOMER for ALL travel and out of pocket expenses related to this agreement. Obtain reasonable accommodations and service/supplies without incurring unreasonable costs. Eden Systems, Inc. License Agreement Page 13