HomeMy WebLinkAbout00-063 - EDEN Systems - Inforum Gold Financials and Payroll License00-063 (a)
Council Approval 10/22/18
•
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth
below.
Tyler Technologies, Inc. City of Tukwila
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Date: / W ( 77/ & (/ Date:
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Exhibit 1
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the
provision in this Amendment shall control.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Christina Hendrickson
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Tyler Cashiering
Quote Description:
Sales Quotation For
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188-2599
Phone +1 (206) 433-1838
Tyler Software and Related Services
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Tyler Discount Detail
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2018-52261 - Tyler Cashiering
Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then -current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and
remitting.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the cancelled services if Tyler is unable to re -assign its personnel.
Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.
For existing EDEN Clients, the fees are billed as follows:
- 100% of Application Software License Fees upon delivery of the software products
- 100%of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training)
- 100% of the Third Party Product License Fees/Purchase Price upon delivery of the third party products
- 100% of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products
- Services and associated expenses as provided/incurred.
Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract
2018-52261 - TylerCashiering CONFIDENTIAL 3 of 3
ADDENDUM TO
EDEN SYSTEMS, INCORPORATED
SOFTWARE LICENSE AND USE AGREEMENT
ORIGINAL AGREEMENT DATE: July 7, 2003
AMENDMENT DATES, IF ANY December 19, 2005
PARTIES: Tyler Technologies, Inc., EDEN Division ("Licensor"), and
City of Tukwila, WA ("Licensee")
• WHEREAS, Licensor and Licensee entered into a Software License and Use Agreement on the date(s) set forth above (the "Agreement"), and
WHEREAS, Licensor and Licensee desire to modify the exhibits to the Agreement as set forth in this Addendum.
THEREFORE, Licensor and Licensee agree as follows:
1 Licensee agrees to purchase and receive, and Licensor agrees to sell and deliver, those products and services set forth on Exhibits A and B to this
Addendum, which shall supplement the exhibits to the original Agreement. Payment for such products and services shall be made in accordance with
Exhibit B
2. In the event of cancellation or termination of this Addendum, Licensee will make payment to Licensor for all software products, services, and expenses
delivered or incurred under this Addendum prior to such termination or cancellation.
3. Except as otherwise expressly set forth in this Addendum, the terms and provisions of the Agreement and its exhibits remain unchanged
EFFECTIVE as of the last date set forth below.
• City of Tukwila, WA
Licensee
By'
Name: �• `v�'�
Title: �'��`�/ �•��"
Date.
Tyler Technologies, Inc., EDEN Division
Licensor
Name- S. Brett Cate
Title: Executive Vice President EDEN Division
Date: 12/19/05
License Agreement
Page 1 12/19/2005
Exhibit A - Eden Systems Deliverables
City of Tukwila, WA
Add 41nForum Gold Users
Salesman: P.O'Neal
Demonstrator: N/A
Net 4tr_ Train $. Data Pr of Total
Site hrstall t.olw. M�,pra Colter Sir $fe
Total
Cast
Pr adrrcts. Service .t
License Fee t_ir_ense Fee ttiscourtt
Arnotntt
License
Fee Trigs Hatrt$ Hotrts Horns Horns
3,iTaxess
Erpalantent
IStgtpolt Basis) Mo support)
$
$
$
Gatabase, Tools. Setup
$ $ $
system Administration
Database Setup
Hardware, OJS Setup
Crystal Reports
Web E-Commerce Setup
•
i
Suirpotte4 Applications
Financial Products
Core Financial Module
GIL, AJP
Purchasing
Requisitioning
Budget Preparation
-
Accounts Receivable
Project Accounting
Fixed Assets
Inventory Control
-
-
Payroll Products
_
Payroll
Position Budgeting
_
Human Resources
Applicant Tracking
citizelt selvices Plotlucts-
Parcel Manager
-
Permits & inspections
Utility Billing
Utility Billing Interface
Licensing
Special Assessments
LMhel Products & Services
Eden Menus
Data Dictionaries
Map Object Runtime
-
C/R Interfaces
-
Standard Forms Creation
IG Cashiering
528,00
6,52&00
GASS 34 Reporter
- 2,000.00
6,t.t� "�'�
6,1�.00 -
d Additional InForum Gold Users Licenses
$
$ 528,00
$ 6,528.A(1
Sales Tax
$ s.0aa.ao 2,i?a(I.aa $ 2.Oaa.aa
$ G.aaa.00
Totals
12/19/2005
Page 2
License Agreement
•
Notes to Exhibit A — Eden Systems Deliverables
City of Tukwila, WA
Add 41nForum Gold Users
• This addendum is to provide Licensee with full license rights to the InForum Gold products outlined herein. It
augments the Licensee's previous license agreement which provided for use of other InForum Gold products.
• The items in Exhibit A are products and services delivered to Licensee from Licensor. Product support and
maintenance is obtainable directly from Licensor for those items totaled under the "License Fee (Support
Basis)" column only. All support and maintenance for other items priced under the column "License Fee (No
Support)" must be obtained by Licensee directly from the original manufacturer or supplier.
License Agreement Page 3 12/19/2005
is
Exhibit B - City of Tukwila, WA
Add 41nForum Gold Users
Eden Systems Deliverables
Product, Service, Equipment
On Signature
On Delivery
$6,000.00
At Verification*
As Progress
Occurs
Totals
$6,000.00
License Fees
Training & Installation
Data Conversion
Project Management
Third -party Products
Expenses (Estimated)
$528 00
$528 00
Sales Tax
Tntahs
$0.0
$6,528.0011
$0.001$0.00
$6,528.00
0
* For purposes of this Addendum only, "Verification" means either- (i) Licensor (upon Licensee's request and within thirty days of installation)
tests the software products in accordance with Licensor's standard verification testing procedure demonstrating that the software products
comply with Licensor's documentation for the most current version of the software products and functional descriptions of the software found in
Licensor's written proposal to Licensee; or (ii) Licensee performs its own defined internal validation process to test to validate that the software
products substantially comply with Licensor's documentation for the most current version of the software products and functional descriptions
found in Licensor's written proposal to Licensee; or (iii) Licensee's use of the software products for their intended purpose Verification as set
forth above shall be final and conclusive, except for latent defect, fraud, and such gross mistakes that amount to fraud
License Agreement
Page 4 12/19/2005
EDEN •
systems
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Eden Systems Incorporated
Software License and Use Agreement
THIS AGREEMENT, made and entered into by and between Eden Systems, Incorporated (hereinafter
"Licensor"), a corporation duly authorized and existing under the State of Washington and having its principal
offices at 1100 Oakesdale Avenue SW, Renton, Washington, 98055, and the City of Tukwila, Washington,
(hereinafter "Licensee"), a government organization having its principal offices at 6200 Southcenter Boulevard,
Tukwila, Washington, 98188.
Licensor desires to grant to Licensee, and Licensee desires to acquire from Licensor a non-exclusive, non-
transferable right and license to use certain computer software as hereinafter defined. Both parties agree they
are able to comply with and will satisfy the terms and conditions as set forth in this Agreement. Both parties,
intending to be legally bound, agree to the following:
SECTION 1 - DEFINITIONS
The definition of terms set forth in this section shall apply when such terms are used in this Agreement, its
exhibits, and any amendments:
1.1 "Licensed Program." The computer program specifically identified within the Exhibits herein as applications
within the InForum Gold product line, including object code, as well as related procedural code, and
documentation of any type which describes it.
1.2 "Licensed Documentation." The system and other documentation made available by Licensor, for the
Licensed Program.
1.3 "Enhancements." Changes or additions, other than Maintenance Modifications, to the Licensed Program or
Licensed Documentation that add significant new functions or substantially improved performance thereto by
changes in system design or coding.
1.4 "Error." Problem caused by incorrect operation of the computer code of the Licensed Program or an
incorrect statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect
actions to occur.
1.5 "Error Correction." Either a software modification or addition that, when made or added to the Licensed
Program, establishes material conformity of the Licensed Program to the Licensed Documentation, or a
procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the
practical adverse effect on Licensee of such non -conformity.
1.6 "Maintenance Modifications." Modifications or revisions to the Licensed Program or Licensed
Documentation that correct Errors.
1.7 "Specifications." The functional performance parameters of the Licensed Program effective on the date of
this Agreement, as set forth in Licensed Documentation.
1.8 "Proprietary Information." Unpublished "know-how" and "trade secrets" which shall include, without
limitation, computer programs, program designs, algorithms, subroutines, system specifications, test data, charts,
graphs, operation sheets, and all other technical information, owned by Licensor or under its control, relating to
the development and production or use of the Licensed Program and the design, configuration, programming, and
protocol of the Licensed Program.
1.9 "Normal Working Hours." The hours between 5AM and 5PM Pacific Time, on the days Monday through
Friday, excluding regularly scheduled holidays of Licensor.
1.10 "Releases." New versions of the Licensed Program, as specified by Licensor, which new versions may
be prompted by Error Corrections and/or Enhancements.
1.11 "Support Agreement Term." A fiscal year, commencing on January 1 and ending on December 31,
during which support and services are provided subject to the terms and conditions set forth in Section 9,
Software Support.
License Agreement
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ORIGINAL
SECTION 2 - GRANT OF LICENSE
2.1 Scope of License. Subject topliance by Licensee with the terms hereof, censor hereby grants to
Licensee, in perpetuity unless terminated as provided herein, a personal, non-exclusive, nontransferable license
(without the right of sublicense), to.
a. Install, use, and execute the Licensed Program on computers owned or leased and used by Licensee at its
facilities, for up to the number of concurrent users specified in this Agreement in Exhibit A, for the sole and
express purpose of supporting the internal business activities of Licensee; and
b. Use the Licensed Documentation only in conjunction with installation and use of the Licensed Program.
2.2 Delivery of Materials. Licensor shall deliver one copy of the Licensed Program and Licensed
Documentation to Licensee within a reasonable time following final execution of this Agreement.
2.3 Minimum Hardware and Software Requirements. Licensee acknowledges that in order to be executed,
Licensee's computers must meet or exceed the minimum published hardware, software and communication
requirements for the Licensed Program. Licensee agrees such requirements are subject to change, and that
future versions of the Licensed Program may have different hardware and software requirements than those
presently in effect. The acquisition of necessary hardware and software meeting the requirements then in effect
shall be the sole responsibility of Licensee. Licensee acknowledges that Licensor software support does not
cover third party software unless otherwise specified.
2.4 Necessity for Third -party Software. Licensee acknowledges that in order to be executed, the Licensed
Program requires certain third -party software not provided by Licensor. The acquisition of necessary licenses and
support for this software shall be the sole responsibility of Licensee. Licensor will provide specifications for this
third -party software upon request of Licensee. Licensee acknowledges that Licensor software support does not
cover third party software unless otherwise specified.
2.5 Assignment of Rights in Licensee Maintenance Modifications and Enhancements. All right, title, and
interest in all Maintenance Modifications and Enhancements developed by Licensee during the term of this
Agreement remains with Licensor. Licensee agrees that such Maintenance Modifications and Enhancements
shall be used by Licensee, and will not be distributed or otherwise made available to any third party other than
Licensor.
2.6 Availability of Licensor Enhancements. Licensor agrees to offer to Licensee a license to Enhancements
that Licensor develops and offers generally to licensees of the Licensed Program according to the terms under
Section 9.1.b.
2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of
any Maintenance Modifications and Enhancements developed by Licensee within a reasonable period after
development.
SECTION 3 - TITLE TO MATERIALS
3.1 Title to Licensed Program and Licensed Documentation. All right, title, and interest in and to the
Licensed Program and Licensed Documentation, including the media on which the same are furnished to
Licensee, are and shall remain with Licensor. Licensee acknowledges that no such rights, title, or interest in or to
the Licensed Program and the Licensed Documentation is granted under this Agreement, and no such assertion
shall be made by Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed
Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in
accordance with the terms of this Agreement.
3.2 Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, And
Distribution. All right, title, and interest in and to any Enhancements and Maintenance Modifications developed
by either Licensor or by Licensee shall be and remain with the Licensor. Licensee shall treat all such
Enhancements and Maintenance Modifications in accordance with the restrictions and limitations set forth herein
respecting Licensed Programs and Licensed Documentation.
SECTION 4 - FEES AND PAYMENTS
4.1 License Fee. In consideration of the licenses granted hereunder, Licensee shall pay Licensor a one-time
license fee as well as other associated costs as further defined in Exhibit A, attached hereto.
4.2 Software Support. Software Support is subject to the terms and conditions of Section 9, Software Support,
and may be offered, at the Licensor's sole option, on a year by year basis
4.3 Per Diem. Charges for meals and incidental expenses associated with the delivery of the Licensed Program
will be charged on a per diem basis. The rate for such per diem shall be the maximum meals and incidental
License Agreement
Page 2 07/07/03
expenses allowed for Licensee'ollity as specified in 41 CFR Section 301 ndix A of the code of Federal
Regulations.
4.4 Other Costs. Other costs, including but not limited to air/train/taxi fare, charges for reasonable and normal
travel time to and from the Licensee site, parking, freight costs, reproduction charges, and other incidental
expenses incurred by Licensor on account of this Agreement, shall be billed to the Licensee.
4.5 Administrative Fee. Licensor shall have the right to charge Licensee a monthly administrative fee of 1% or
$5.00 (whichever is greater) for all undisputed invoices which are over 30 days past due.
4.6 Payment. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth
in Exhibit B — Billing/Payment Schedule. Payment for all estimated fees and charges shall be in accordance with
the terms and conditions set forth in Exhibits D - Services and E — Committed Modifications.
4.7 Taxes. The fees and charges specified in this section are exclusive of any federal, state, or local excise,
sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder
Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such
taxes.
SECTION 5 - PROPRIETARY PROTECTION OF MATERIALS
5.1 Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the
Licensed Program and Licensed Documentation are unpublished works for purposes of federal copyright law and
embody valuable confidential and secret information of Licensor, the development of which required the
expenditure of considerable time and money by Licensor. Licensee shall treat the Licensed Programs and
Licensed Documentation in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use,
copy, or disclose the same for any purpose that is not specifically authorized under this Agreement. In the event
of a public records request for the Licensed Program and Licensed Documentation, Licensee shall promptly
provide a copy of such request to Licensor so that it has at least seven business days from Licensor's receipt of
such copy in which to seek an order restraining the Licensee from disclosing the Licensed Program and
Documentation pursuant to such public records request. If Licensor does not obtain a restraining order within
such period of time, Licensee may disclose the Licensed Program and Licensed Documentation pursuant to such
public request as Licensee deems appropriate.
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as
permitted hereunder, Licensee shall require that the Licensed Program and Licensed Documentation be kept on
Licensee's premises which shall be maintained in a manner so as to reasonably preclude unauthorized persons
from gaining access thereto, and Licensee shall permit access only as necessary for either party's use thereof in
accordance with the terms of this Agreement.
5.3 Proprietary Legends. Licensee shall not permit anyone other than Licensor to remove any proprietary or
other legend or restrictive notice contained or included in any material provided by Licensor.
5.4 Reproduction of Licensed Documentation. Licensee may reproduce the Licensed Documentation
provided by Licensor, provided that such reproductions are for the private internal use of Licensee, and all such
reproductions bear Licensor's copyright notices and other proprietary legends.
5.5 Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the Licensed
Program or Licensed Documentation by Licensee in a manner inconsistent with the provision of this Agreement
may cause Licensor irreparable damage for which remedies other than injunctive relief may be inadequate. In the
event of such a violation of this Agreement. Licensor shall be entitled, upon application to a court of competent
jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin Licensee from such
violation, without prejudice to any other remedies available to Licensor.
5.6 Technical Protections. Licensor may from time to time prescribe password protection as an additional
security measure for the Licensed Program, and Licensee shall cooperate with Licensor in connection therewith.
5.7 Survival of Terms. The provisions of Sections 5.1 through 5.6 shall survive termination of this Agreement
for any reason.
SECTION 6 - LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
6.1 Limited Warranty Against Infringement. Licensor warrants that the Licensed Program and Licensed
Documentation as delivered to Licensee do not infringe any third -party rights in patent, copyright, or trade secret
in the United States.
6.2 Limited Warranty of Conformity. Licensor warrants, for the benefit only of Licensee, that for the life of the
Agreement, the Licensed Program will conform in all material respects to the Licensed Documentation (except for
modifications made by Licensee or by Licensor at the request of Licensee), but only if Licensee maintains
uninterrupted Software Support as described in Section 9. Licensor assumes no responsibility for obsolescence
License Agreement
Page 3 07/07/03
of the Licensed Program or for lack,onformity occurring from Licensee's failu* update the Licensed
Program with distributed Enhancements, Maintenance Modifications, or Error Corrections.
6.3 Exclusive Remedy. As the exclusive remedy of Licensee for any nonconformity or defect constituting an
Error in the Licensed Program for which Licensor is responsible, Licensor shall use commercially reasonable
efforts to provide Maintenance Modifications with respect to such Error. However, Licensor shall not be obligated
to correct, cure, or otherwise remedy any Error in the Licensed Program resulting from any (1) modification of the
Licensed Program by Licensee, or (2) failure of Licensee to notify Licensor of the existence and nature of such
nonconformity or defect promptly upon its discovery.
6.4 Disclaimer. Except as specifically set forth herein, Licensor makes no warranties, whether expressed or
implied, regarding or relating to the Licensed Program or Licensed Documentation or to any other materials
furnished or provided to Licensee hereunder. Licensor specifically disclaims all implied warranties of
merchantability and fitness for a particular purpose with respect to said materials of the use thereof.
6.5 Limitation of Liability. Except with respect to liability arising from claims of infringement of third -party rights
in the United States in copyright, trade secret, or patent, in no event shall Licensor be liable under any claim,
demand, or action arising out of or relating to its performance or lack thereof under this Agreement for any
special, indirect, exemplary, or consequential damages, whether or not Licensor has been advised of the
possibility of such claim, demand, or action.
6.6 Licensee Indemnification. Licensee shall and does hereby agree to indemnify, hold harmless, and save
Licensor from liability against any claim, demand, loss or action (1) resulting from Licensee's use or modification
of the Licensed Program and Licensed Documentation and (2) alleging that any Maintenance Modifications made
by Licensee infringe any third -party rights in the United States respecting copyright, trade secret, or patent.
6.7 Licensor Indemnification. Licensor shall and does hereby agree to indemnify, hold harmless, and save
Licensee from liability against any claim, demand, loss, or action alleging that the Licensed Program and Licensed
Documentation or any Maintenance Modifications or Enhancements made by Licensor infringe any third -party
rights in the United States respecting copyright, trade secret, or patent.
6.8 New Platform Protection. As long as Licensee maintains a continuous software support agreement with
Licensor for each of the modules included herein, Licensee shall have the right to transfer the licenses for any
and all modules to any new hardware/platform environment (hardware and system software as defined herein)
then currently marketed and supported by Licensor. Licensee agrees to pay for any services and out-of-pocket
costs associated with the migration to the new platform. The service costs will be billed at a rate not to exceed
costs charged to other clients for similar tasks.
6.9 Bankruptcy/Support Cessation. The term "default" as used in this Agreement(s) shall include the institution
of proceedings by or against Licensor under federal or state bankruptcy laws and assignment or receivership for
the benefit of creditors. Licensee rights to a complete and documented copy of all related source code, with the
exception of source code for the Cashiering Module or any third -party products, corresponding to the then -current
released version of the Licensed Program as operated by Licensee (for internal use only and not for resale) shall
precede any bankruptcy proceedings and stand before any trustee's claims for the benefit of creditors. In the
event that Licensor ceases to provide support for Licensed Program, Licensee shall have the same rights as if
Licensor had declared bankruptcy.
6.10 Survival of Terms. The provisions of Sections 6.1 through 6.7 shall survive termination of this
Agreement.
SECTION 7 - TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the date and year contained herein and shall continue until
terminated in accordance with the terms thereof.
7.2 Termination by Either Party. Either party may terminate this Agreement upon 60 days written notice to the
other party if the other party commits a breach of any term hereof and fails to cure said breach within that 60 -day
period. Such notice shall set forth the basis of the termination.
7.3 Actions Upon Termination. Upon termination of this Agreement for any reason, Licensee shall immediately
cease use of, and return forthwith to Licensor, the Licensed Program and Licensed Documentation, and any
copies or portions thereof, including Maintenance Modifications or Enhancements.
SECTION 8 - MISCELLANEOUS
8.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all
proposals, presentations, representations, and communications, whether oral or in writing, between the parties on
this subject. Neither party shall be bound by any warranty, statement, or representation not contained herein. In
License Agreement
Page 4 07/07/03
the event of any conflict in the teiand conditions of this Agreement, the shall control in the
following order:
a. This Software License and Use Agreement;
b. Licensor's Response to Licensee's Request for Proposal, if applicable;
c. Licensee's Request for Proposal, if applicable.
8.2 No Assignment. Licensee shall not sell, transfer, assign, or subcontract any right or obligation hereunder
without the prior written consent of Licensor. Any act in derogation of the foregoing shall be null and void,
provided, however, that any such assignment shall not relieve Licensee of its obligations under this Agreement.
8.3 Force Majeure. Excepting provisions of this Agreement relating to payment of license fees, and protection of
Licensor's Proprietary Information, neither party shall be in default of the terms hereof if such action is due to a
natural calamity, or similar causes beyond the control of such party.
8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. Venue for all actions shall be in a court of competent jurisdiction in the State of
Washington.
8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the remaining provisions of this Agreement will remain in full force and effect.
8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be
made in writing and delivered by hand or by certified mail, postage prepaid, addressed as first set forth above or
to such other address as a party shall designate by written notice given to other party.
8.7 Acceptance Testing. Within twenty (20) business days of Licensor's notification to Licensee that the
Licensed Program or portion thereof is installed and the applicable training administered, Licensee shall begin
performance of Acceptance Testing, for the sole and express purpose of determining whether the Licensed
Program operates as described in the Licensed Documentation. Licensee must complete such Acceptance
Testing within sixty (60) days of commencement of testing. If the Licensee uses the Licensed Program for
productive purposes, the Licensed Program shall be deemed to be accepted under the provisions of this
Agreement. The passage of the sixty (60) day testing period without official written notification from Licensee to
Licensor that module of Licensed Program has failed Acceptance Testing indicates that the module is accepted
and that any portion of the license fees attached to Licensed Program's acceptance are due and payable. Such
Acceptance shall not be unreasonably withheld. The sole reason for non-acceptance shall be the non -conformity
of the Licensed Program to Licensor's Response to Licensee's Request for Proposal.
8.8 Failure of Acceptance Testing, Retesting. If the Licensee demonstrates that the Licensed Program does
not successfully pass Acceptance Testing, the Licensee shall notify Licensor in writing ("first notice of failure") and
shall specify with as much detail as possible in which respects the Licensed Program failed to pass the
Acceptance Testing. Licensor shall make such necessary corrections and modifications in the Licensed Program
to establish a reasonable basis for additional Acceptance Testing within a period of thirty (30) days from the first
notice of failure. Licensor shall notify Licensee when such retesting can begin and the Licensee shall complete
Acceptance Testing within a period of ten (10) business days from the date of notification. If the parties agree
that the Licensed Program continues to fail Acceptance Testing, the Licensee shall notify Licensor in writing of the
Licensee's intention to terminate and if the Licensor fails to remedy the defect within (60) days of receipt of said
notification, the Licensee has the right, at its option, to terminate the Agreement by giving written notice of such
termination to the Licensor.
Upon the Licensee's termination of this Agreement due to failure of the second Acceptance Test, the Licensee
shall promptly return the Licensed Program and documentation and all related materials to the Licensor.
8.9 Acts of Insolvency. The Licensee may terminate this Agreement by written notice to the Licensor if the
Licensor becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the
appointment of a receiver for its business or assets, becomes subject to any proceeding under any domestic
bankruptcy or insolvency law or publicly announces liquidation proceedings.
8.10 Insurance. During the term of this Agreement, Licensor shall maintain an appropriate level of insurance
against all personal and property damage caused by Licensor's employees while on Licensee's premises and
shall exhibit certificates of evidence of such insurance upon request by Licensee A copy of that certificate is
attached to this agreement.
8.11 Equal Opportunity Employer. Licensor shall not discriminate in its recruiting, hiring, promotion,
demotion, or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age,
or physical handicap in the performance of this Agreement.
8.12 Source Code. Licensor agrees to provide Licensee with the source code to the then -current version of
the Licensed Program annually upon Licensee's request. Licensor does not have access to and, therefore,
cannot provide source code for the Cashiering Module or any third -party products.
License Agreement Page 5 07/07/03
8.13 Cooperative Purchasing.iier municipal agencies in the same state • acquire the software
products and services described in this contract under terms equivalent to this contract; provided that if a
municipality requests additional user, equipment, or service units, Licensor may adjust the price by the per unit or
per service rate provided in this contract. The provisions of this paragraph (8.13) shall terminate one year from
the last execution date on this agreement.
8.14 Agreement Not to Hire. Neither party shall, directly or through one or more subsidiaries or other
controlled entities, actively recruit any programmer, trainer, or member of a data processing, Licensee support or
implementation team of the other at any time when such person is employed or engaged by such party or during
the twelve (12) months after such employment or engagement ends. This provision will remain in effect during the
term of this Agreement and for a period of one (1) year after expiration or termination of this Agreement.
SECTION 9 - SOFTWARE SUPPORT
9.1 Scope of Service. Licensor shall render support and services during Normal Working Hours for the
following:
a. Telephone Support - Calls for assistance related to operation of the Licensed Program, reporting of
a potential error condition or abnormal termination of a program, or request for minor assistance
related to the Licensed Program;
b. Support Enhancements - Selected Enhancements, the nature and type of which shall be
determined solely by the Licensor. Such provision shall not preclude Licensor from providing other
Enhancements of the Licensed Program for license fees, training charges, and other related service
fees and charges.
c. Source Code Maintenance - Library of Licensed Program maintained by Licensor for Licensee
complete with modifications authorized by Licensee and performed by Licensor. This provision does
not apply to the Cashiering Module or to third -party products.
d. Software Warranty — If Licensee obtains Software Support from Licensor, and such Software
Support is in effect without interruption from inception of this Agreement, then Licensor will warrant
the Licensed Program to be free of errors for the life of this Agreement.
9.2 Fees and Charges. Licensee shall pay Licensor annual support charges based on an annual rate
determined by Licensor at the beginning of each Support Agreement Term. Such annual rate shall be multiplied
times the amounts shown in Exhibit A under the column headed "License Fee (Support Basis)" for each covered
product. No increase in the support rate shall be in excess of 10% of the support rate for the prior year. All
annual support charges are due and payable on or before the 1st working day of each Support Agreement Term.
For those modules installed part way through a calendar year, the software support amounts will be pro -rated
from the onset of training for the module until the end of the calendar year in which training begins. The initial
annual support rate shall be 18% of the license fees for each module. Failure to make such payment shall
constitute cancellation and termination of support by Licensee and no further service or support will be provided
by Licensor.
9.3 Licensee Responsibilities. Licensee shall be responsible for the procuring, installing, and maintaining all
computer equipment, telephone lines, communications interfaces, and other hardware necessary to operate the
Licensed Program and to obtain from Licensor the services called for according to Licensor's then existing policy.
9.4 Proprietary Rights. To the extent that Licensor may provide Licensee with any Error Corrections or
Enhancements or any other software, including any new software programs or components, or any compilations
or derivative works of the Licensed Program prepared by Licensor, Licensee may (1) install copies of the
Licensed Program adequate to serve the concurrent users specified in this Agreement in Exhibit A, in the most
current form provided by Licensor, in Licensee's own facility; and (2) use such Licensed Program in a manner
consistent with the requirements of the Agreement, for purposes of serving Licensee's internal business needs.
Licensee may not use, copy, or modify the Licensed Program, or make any copy, adaptation, transcription, or
merged portion thereof, except as expressly authorized by Licensor. The Licensed Program is and shall remain
the sole property of Licensor, regardless of whether Licensee, its employees, or contractors may have contributed
to the conception of such work, joined in the effort of its development, or paid Licensor for the use of the work
product. Licensee shall from time to time take any further action and execute and deliver any further instrument,
including documents of assignment or acknowledgment that Licensor may reasonably request in order to
establish and perfect its exclusive ownership rights in such works. Licensee shall not assert any right, title, or
interest in such works, except for the non-exclusive right of use granted to Licensee at the time of its delivery or
on-site development.
9.5 Disclaimer of Warranty and Limitation of Liability. Except as expressly set forth herein, Licensor
expressly disclaims any and all warranties concerning the system or the services to be rendered hereunder,
License Agreement
Page 6 07/07/03
whether expressed or implied, int g without limitation any warranty of mer.tability or fitness for a particular
purpose.
9.6 Termination of Support. Support for all Modules except Cashiering may be terminated as follows:
a. Upon the termination of the License Agreement; or
b. Upon notification by either party to the other, at the beginning of any Support Agreement Term;
c. Upon 60 days' prior written notice if the other party has materially breached the provisions of this
Agreement and has not cured such breach within such notice period.
9.7 Support for Cashiering Module. The Cashiering Module requires annual software support for continued
operation. If Licensee terminates support for this Module, the Module will automatically become disabled at the
end of the Support Agreement Term.
License Agreement
Page 7 07/07/03
Authorized Signatures
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below.
[Licensee] C t 4- 6 i -1—LI )4-0 1 A
By: (4l. AN * ODE te.SCReL
Signature: iz, n `„Q
Title`:xxr4-r-ms
�s- ."_.e 0 i 4.e c-'-p1C_
Date: 1 1,1 lb 3
[Licensor] Eden Systems, Inc.
By: Ed Torkelson
Signature:
Title: President
Date: "--7 _ - o
License Agreement Page 8 07/07/03
• •
Eden Systems, Inc.
Software License and Use Agreement
Exhibits Section
Exhibit A - Eden Systems Deliverables
Exhibit B - Billing/Payment Schedule
Exhibit C - Required Third Party Products,
Minimum Hardware Requirements
Communication and Connectivity Requirements
Exhibit D - Services & Authorized Sub -agencies
Exhibit E- Committed Modifications & Standard Forms Customization
Exhibit F - Licensor -supplied Third -party Products
Exhibit G - ESRI Products and Services
Exhibit H - Firstlogic Products and Services
Exhibit 1- CORE Business Technologies Cashiering Products and Services
License Agreement Page 9 07/07/03
Exhibit A - Eden Systems Deliverables
InForum Gold Licensing, Parcel Manager, Utility Billing Migration
City of Tukwila -16 Concurrent Users
Products, Service &
Equipment
License Fee
(Support
Basis)
License Fee
(No Support)
Discount
Amount
Net
License
Fee
On-
Site
Trips
rain
&
Install
Days
Data
Conv.
Days
Proj
Mgmt
Days
Other
Days
Total
Service
Cost
Expenses
& Taxes
Total
Cost
Database, Tools, Setup
$
$
$
$
$
$
$
System Administration
Database Setup
-
Hardware, O/S Setup
-
-
Crystal Reports
-
-
Supported Applications
Financial Products
-
-
Core Financial Module
G/L, A/P
-
-
Purchasing
-
-
Requisitioning
-
-
Budget Preparation
-
-
Accounts Receivable
Project Accounting
-
-
Fixed Assets
Inventory Control
-
-
Payroll Products
Payroll
-
-
Position Budgeting
-
-
Human Resources
GIS Products
-
-
Parcel Manager
12,050.00
7,230.00
4,820.00
1
4.0
5.0
3.0
9,600.00
100.00
14,520.00
Permits & inspections
-
"
Utility Billing
36,250.00
36,250.00
-
5
17.0
12.0
8.0
44,400 00
425.00
44,825.00
LIB -Hand Held Interface
4,800.00
4,800.00
-
0.5
60000
600.00
Business Licensing (beta)
14,525.00
8,715.00
5,810.00
3
8.0
5.0
4 0
13,600.00
200.00
19,610.00
Other Products & Services
-
-
Eden Menus
Data Dictionaries
C/R Interface
Standard Forms Creation
-
4,200 00
4,200 00
Map Objects Runtime
1,04000
1,04000
1,040 00
Sales Tax
-
1,117 60
1,11760
Totals
67,625.Q0
1,040.00
56,995.00
11,670.Q0
9
29.0
22.0
15.5
-
$ 72,400.00
$ 1,842.60
$ 85,912.60
License Agreement Page 10 Date 07/07/2003
E
C7
• •
Notes to Exhibit A - City of Tukwila, Washington
Eden Systems Deliverables — Licensing, Parcel Manager, and Utility Billing Migration
The items in Exhibit A are products and services delivered to Licensee from Licensor.
Product support and maintenance is obtainable directly from Licensor for those items
totaled under the "License Fee (Support Basis)" column only. All support and maintenance
for other items priced under the column "License Fee (No Support)" must be obtained by
Licensee directly from the original manufacturer or supplier.
• Please note that the requirements for Data Conversion and Project Management days
are estimates. You will be billed for the actual costs as documented. Eden will provide
an accounting of the employees who performed the work and the work they performed.
• The costs shown for Standard Forms Creation are fixed fees based on $600 per form.
This cost assumes that Licensee will use Licensor's standard formats and that Licensor
will modify those to accommodate Licensee's names, addresses, phone numbers,
emblems, logos, and bank account numbers, etc. Modifications in actual formatting will
require additional effort and will be billed at Licensor's standard hourly rates.
License Agreement
Page 11 07/07/03
Exhibit B - Payment Schedule
InForum Gold Licensing, Parcel Manager, Utility Billing Migration
.Product, Service, Equipment
On Execution
On Delivery
As Accepted
As Progress
Occurs
Totals
License Fees
5,315.00
5,315.00
10,630.00
Training & Installation
30,000.00
30,000.00
Data Conversion
22,400.00
22,400.00
Project Management
15,800.00
15,800.00
Forms Customization
4,200.00
4,200.00
Additional Implementation Services
-
Undesignated Programming Services
-
Third -party Products
1,040.00
1,040.00
Expenses - (Estimated)
725.00
725.00
Sales Tax
604.56
513.04
1,117.60
Totals
$ 6,959,56
$
1 $ 5,828.04
$ 73,125.00
$ 85,912.60
E
License Agreement Page 12 Date 07/07/2003
• Exhibit C •
Required Third -Party Software and Tools'
Workstation Software2
• Microsoft Windows XP Professional
• Microsoft Windows 2000 Professional
• Microsoft Windows NT Workstation 4.0 (SP6)
• Microsoft Windows 981
• Microsoft Windows 951
• Microsoft Data Access Components (MDAC) 2.5 or higher
Database Server Operating System
• Microsoft Windows 2000 Server
• Microsoft Windows NT Server 4.0 (SP6)
• UNIX
Database Software
• Microsoft SQL Server 2000
• Microsoft SQL Server 7.0
• Informix v7.31
• Oracle 8i Release 2
Application Server (If Applicable)
• Microsoft Windows 2000 Server
• Microsoft Windows NT Server 4.0 (SP6)
Web Server (If Applicable)
• Microsoft Windows 2000 Server
• Microsoft Windows NT Server 4.0 (SP6)
• Microsoft Internet Information Server (IIS) 4.x or higher
1 These requirements are subject to change as technology evolves and new products become available. To be eligible
for Software Support in future years, Licensee will be responsible for ensuring compliance with those future
requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements become
effective.
2 Although some processes will perform acceptably under Windows 95 or Windows 98, we strongly suggest that each
client workstation utilize Windows NT Workstation 4.0, Windows 2000 Professional, or Windows XP Professional.
* Eden Systems strongly recommends installing the latest service packs on all operating system and database
software packages.
License Agreement
Page 13 07/07/03
Exhibit C
(Page 2)
Minimum Hardware Requirements'
Current Minimum Hardware Configuration- Standard Workstation2
• CPU
• RAM
• Hard Drive
• Storage Space
• CD-ROM
• Video
• Network Card
• Network Protocol
Pentium II 266 MHz
128MB (128 MB for NT or 2000)
2 GB
500 MB of free space
Any
SVGA, 800x600, 16-bit Color
10Mbps (10BaseT), Half Duplex
TCP/IP
Current Minimum Hardware Configuration- Batch Processing Workstation2
• CPU
• RAM
• Hard Drive
• Storage Space
• CD-ROM
• Video
• Network Card
• Network Protocol
Pentium III 450 MHz
256 MB
2 GB
500 MB of free space
Any
XGA, 1024x768, 16-bit Color
100Mbps (100BaseT), Half Duplex
TCP/IP
Current Minimum Hardware Configuration — Server2
• CPU
• RAM
• Storage Controller
• Hard Drives
• Storage Space
• CD-ROM
• Video
• Network Card
• Network Protocol
• Power
• Tape Backup
Dual -processor, Pentium II 400 MHz
512 MB ECC
RAID controller card for RAID -1 or RAID -5
SCSI 2, 7200 RPM
4-6 GB free space depending on data volume
Any
Any
100Mbps, Full Duplex
TCP/IP
Redundant power supplies + a UPS
Local or network based; AIT, DDS, DLT, LTO, Mammoth etc.
1 These requirements are subject to change as technology evolves and new products become available. To be
eligible for Software Support in future years, Licensee will be responsible for ensuring compliance with those
future requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements
become effective.
2 These items will be supplied by Licensor only if they are included in Exhibits A, B, and F In all other cases, it
is the responsibility of the Licensee to ensure that these products are acquired and ready for use at the
beginning of Licensor's installation process.
License Agreement
Page 14 07/07/03
Exhibit C
(Page 3)
Communication and Connectivity Requirements
The following are the current Communication and Connectivity Requirements'
• High-speed (128Kbps or higher) connection to the database server via the Internet (DSL, ISDN, Frame Relay,
T1, etc)
• Virtual Private Network (VPN) access from the Internet to the internal network (if a firewall is in use). This
access must utilize the Microsoft Windows PPTP VPN client or the Cisco L2TP 3.6.2 VPN client. The VPN
tunnel configuration must allow for Split -Tunneling.
• Terminal Services in "remote admin" mode or pcAnywhere in "host" mode must be available on all servers
running Eden Systems server product components. This includes but is not limited to, database, web, web
application and Terminal Services/Citrix servers. (If you have a Windows NT/2000 Server).
• A user account and password for use by Eden Systems support staff when connecting via VPN, Terminal
Services or pcAnywhere. This can be one network login account or one local account on each system. This
account requires local administrative access to the operating system and database software on each server
running Eden Systems server product components.
• A roaming copy of pcAnywhere for Windows 95/98/NT/2000/XP that can be installed temporarily on a
workstation in the event that a user is having problems with InForum Gold and needs help with the local
computer.
1 These requirements are subject to change as technology evolves and new products become available. To be
eligible for Software Support in future years, Licensee will be responsible for ensuring compliance with those future
requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements become
effective.
License Agreement
Page 15 07/07/03
• Exhibit D •
SERVICES
Modifications, Consulting/Project Management, Travel, Expenses - The cost to provide modifications identified in
this Agreement, is an estimate only, and both parties acknowledge that Licensee will pay Licensor for actual work
performed to produce such modifications
Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of
an Authorization for Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such
additional cost estimates to effect such change.
Consulting consists of investigating and providing solutions for implementation -related Licensee issues. This work
includes reviewing converted data, testing setup scenarios, investigating and recommending modification requests,
answering product -related Licensee questions, providing off-site training, and creating training -related correspondence.
Project Management consists of being the central point of contact for the Licensee, from the time a new license
agreement is signed until the Licensee begins operational productive use of all the licensed modules. Initial
responsibilities include reviewing the contract; entering contract information in Licensor's project tracking databases;
identifying the project manager and main contacts on the Licensee side; and scheduling the kick-off meeting. Project
management also includes scheduling the necessary training, and preparing for, leading, and following up on the kick-
off meeting. During the installation/conversion/training phases of an implementation, Licensor's Project Manager is
responsible for ensuring that Licensor's staff completes their implementation tasks according to the project schedule.
Project management also includes working with Licensor staff and the Licensee to address unanticipated issues that
come up during the implementation. All correspondence relating to the training process is reviewed by the Licensor
Project Manager, including agendas and follow-up memos. The Project Manager also tracks the license agreement's
budget, initiates billing at the appropriate time, and answers the Licensee's billing questions. Most project management
work occurs off-site.
The costs to provide consulting and project management identified in this Agreement are estimates only Licensee will
reimburse Licensor within 30 days of receipt of invoice for all such charges. Invoices will include details of work
performed and resources utilized.
The costs to provide consulting and project management identified in this Agreement shall not exceed the costs set
forth herein unless specifically agreed to in writing by both parties.
Travel and expenses shown in this Agreement are estimates only. Travel and expenses charges include reasonable
and normal charges for travel to and from the Licensee site. Licensee will reimburse Licensor within 30 days of receipt
of invoice for all such charges.
Project Management deliverables:
- A Project Planning Questionnaire, which helps us gather information that will be used to plan the project
- A calendar and gantt view of the project plan, in Adobe Acrobat Reader or MS Project formats, which are updated as
schedule changes are made. This project plan will be submitted to the client for client's review and approval as these
changes are made. Such approval shall not be unreasonably withheld.
- A kick-off presentation outline
- Hard copies of Eden's standard forms (AP check, Purchase Order, Paycheck, Timesheet, W-2, 1099, etc.)
- Information about what needs to be ordered for forms (paper stock and supplemental printer supplies)
- A kick-off follow-up letter
- An agenda for every training trip
- A follow-up memo for every training trip -- the project manager makes sure that outstanding issues are addressed,
and adds the resolution to the follow-up memos
- Semi-monthly status reports of all current implementation issues. This will be provided within five working days of the
fifteenth and the end of each month.
- Other documents are provided to the Licensee as needed:
- Current Gold System Requirements document
- Current conversion specifications for all modules
- Import specifications for all modules
Sample reports
- Change orders for additional work
Training materials
License Agreement
Page 16 07/07/03
Exhibit D
SERVICES
(Page 2)
Training Services
Training, Installation, and Setup - All training is to be administered in either a)'train the trainer' fashion; or b)seminar
or 'group' fashion; to maximize the usefulness of time and resources. The training costs herein assume that training is
to be provided on-site in the Licensee's offices and that the Licensee can provide suitable training room facilities and
make Licensee's personnel available on the dates and times agreed to by the parties. Licensee may choose between
option 'a' and option 'b' but in either case, the quoted costs are for the specified number of days. Additional days of
training are available at the $150 hourly rate for one year from the execution of this agreement.
Charges relating to training, installation and setup are due and payable in full within 30 days of receipt by Licensee.
Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module
listed in Exhibit A, shall constitute full satisfaction of the commitment for related services under this Agreement.
Additional training not covered in this Agreement shall be contracted through an Authorization For Professional
Services (AFPS) and shall require authorization from Licensee. Such AFPS shall denote the number of service hours
required and shall be provided at Licensor's then -going hourly rate for such services.
Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement, including but not
limited to all necessary operating software, equipment and related tools.
In order to provide services of any kind, Licensor must schedule visits in advance. If the scheduled visit is canceled by
the Licensee for causes beyond Licensee's reasonable control without first having given Licensor a minimum of two
weeks advance notice of such cancellation, the Licensor may charge the Licensee for all costs related to that
scheduled visit. If Licensor is unable to reschedule the staff assigned to the cancelled visit, Licensee shall pay for that
time as well as the associated expenses. Licensee and Licensor agree that any cancelled training trips shall be
rescheduled as soon as practical and that Licensee shall pay for the rescheduled services and associated expenses.
Data File Conversion Services — Charges related to data file conversion found in this Agreement are estimates only.
Licensor will charge for any and all such activities relating to conversion efforts.
It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by
Licensor, which is to be compatible with Licensor's standard conversion programs and database setup. Specifications
for the standard format are available from Licensor. Licensee acknowledges that only those data elements described
in the standard formats are converted.
Data conversion will consist of running the magnetic data presented by Licensee through the Licensor's conversion
program one or more times to format the data into a form acceptable to the Licensed Program.
It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion
program is complete and accurate, and any cost for services, third -party and other related costs associated with data
conversion shall be borne by the Licensee.
Should Licensee be unable, for any reason, to provide data in Licensor's prescribed formats, Licensee may request
assistance from Licensor in extracting legacy data and formatting it according to Licensor standards. Such services
will be billed to Licensee according to Licensor's then standard hourly rate.
If the Licensee can guarantee legal and technical access to properly documented information subject to data
conversion, the Licensor will manage and perform the entire data conversion function in exchange for additional fees
and charges. If such a "start -to -finish" approach is provided herein, Exhibit A will denote such action as "Start -to -
Finish" conversion, otherwise the above requirements are applicable.
License Agreement
Page 17 07/07/03
Exhibit D
SERVICES
(Page 3)
Service Rates
The following hourly rates apply to services included in this Agreement and are not to be interpreted as a commitment
to perform any future such services, not covered under this Agreement, for said rates.
Service Type
Hourly Rate
Requested Modifications
$150.00
Consulting/Management
$150.00
Training
$150.00
Installation and Setup
$150.00
Data File Conversion
$150.00
Authorized Sub -Agencies. The following are considered authorized Sub -agencies of this Agreement and Licensee is
authorized to use the Licensed Program and Licensed Documentation on Licensee's premises for the purpose of
supporting the internal business practices of only those agencies named herein as Sub -agencies and no other right or
use is permitted under this Agreement.
Authorized Sub -Agencies
No Authorized Sub -Agencies
License Agreement
Page 18 07/07/03
Exhibit E
COMMITTED MODIFICATIONS
Licensor agrees to provide the modifications to the Licensed Program as further described below Costs shown are
provided on a Fixed -Fee basis and Licensee shall be charged these amounts regardless of the actual time and effort
necessary to complete them.
Item
Number
Item Description
Fixed -Fee
Amount
None included except for forms customization.
STANDARD FORMS TO BE CUSTOMIZED
Item
Number
Form Description
Fixed -Fee
Amount
1
Accounts Payable Check
$600.00
2
Non-negotiable Accounts Payable Check
600.00
3
Purchase Order
600.00
4
Voucher
600.00
5
Accounts Receivable Invoice
600.00
6
Accounts Receivable Statement
600.00
7
Accounts Receivable Late Notice
600.00
8
Payroll Check
600.00
9
Payroll Direct -deposit Advice
600.00
10
Payroll Timesheet
600.00
11
Business License
600 00
12
Business License Application
600.00
13
Business License Renewal
600.00
14
Utility Bill
600 00
15
Utility Billing Late Notice
600.00
16
Utility Billing Shut-off Notice
600.00
17
Utility Service Order
600.00
18
Permit
600.00
19
Permit Application
600 00
20
Certificate of Occupancy
600.00
21
Building Inspector's List
600.00
22
Permit Receipt
600.00
600.00
Payroll W-2
0.00
1099
0.00
Total Forms Customization
$12,600.00
• The costs shown for Standard Forms Creation are fixed fees based on $600 per form.
This cost assumes that Licensee will use Licensor's standard formats and that Licensor
will modify those to accommodate Licensee's names, addresses, phone numbers,
emblems, logos, and bank account numbers, etc. Modifications in actual formatting will
require additional effort and will be billed at Licensor's standard hourly rates.
License Agreement
Page 19
07/07/03
• EXHIBIT F •
Licensor -supplied Third -party Products
The purpose of this exhibit is to identify any third -party products being supplied by Licensor. Any required or desired
hardware, software, and communications products not specifically included in the following table are the responsibility
of the Licensee. This configuration represents the Licensor's recommended products, and the cost is an estimate
only, as the prices of the third -party vendors are subject to change without Licensor's approval. Also, Licensee
understands that Licensor may decide to change this recommendation if Licensor believes a new solution is better
suited for the proposed installation. If this recommendation changes, Licensor will notify Licensee as soon as practical.
Licensor makes no warranty, whether expressed or implied, regarding the components listed below, and shall not be
responsible for servicing such components. The components shall be subject only to manufacturers' warranties, if
any.
Product ID
Quantity.
Description
Estimated Price
None Included
Grand Total
License Agreement
Page 20 07/07/03
• Exhibit G •
ESRI Products and Services
Licensee understands and accepts that the following terms and conditions are required in order for
Licensee to use applications created using MapObjects, or other ESRI products:
1) Reverse engineering, copying (other than a backup copy), or transfer or assignment of rights to use as well as the
right to access source code is prohibited.
2) Any use other than as specifically granted herein is prohibited.
3) Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user
(including network users) from using any portions of MapObjects, and any extension thereof, separately from
Licensor's Licensed Program.
4) ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies
in law or equity. All copyright, government notices, trademarks, or other intellectual property notices noted under
"Copyright, ESRI Trademark Name, and Government Use Notice" shall be included unmodified in the Application's
online help or Readme file and documentation.
Copyright and U.S. Government Use Notice: MapObjects is copyrighted by Environmental Systems Research
Institute, Inc. All rights not specifically granted in this Agreement are reserved to ESRI or its suppliers.
Portions of this computer program are owned by ESRI, Copyright 1999 Environmental Systems Research Institute, Inc.
All Rights Reserved.
Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no
event shall the U.S. Government acquire greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use,
duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-14 Alternates I,
II, and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial Technical Data/Computer
Software); and DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer Software), as
applicable. Contractor/Manufacturer is Environmental Systems Research Institute, Inc., 380 New York Street,
Redlands, CA 92373-8100 USA.
License Agreement
Page 21 07/07/03
• Exhibit H •
Firstlogic Products and Services
Licensee understands and accepts that the following terms and conditions are required in order for
Licensee to use applications created using CASS or other Firstlogic products:
Exports; Compliance With Laws. Each Party understands that the Products are or may be subject to law, regulation
and/or restriction by agencies of the United States Government, as well as laws, regulations and restrictions of other
countries, including but not limited to laws and regulations which prohibit export or diversion of certain technical
products to certain countries and individuals. Each Party shall comply in all respects with all applicable laws,
regulations, and restrictions applicable to the Products, the Services and/or such Party's business practices, including
but not limited to the Foreign Corrupt Practices Act and the regulations of the applicable United States Government
agencies and departments relating to the Export of Technical Data, as each such law or regulation is amended from
time to time.
US Government Restricted Rights. Firstlogic's Products and Documentation are provided to Integrator with the
following restricted rights: the use, duplication or disclosure of the Products by the Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR
52.227-19 as applicable. The Manufacturer of the Products is Firstlogic, Inc. located at 100 Harborview Plaza, La
Crosse, WI 54601-4071.
License Agreement
Page 22 07/07/03
• Exhibit I •
CORE Business Technologies Products and Services
In consideration for the use of the InForum Gold Cashiering Module provided by CORE Business
Technologies, the licensee accepts and agrees to the following terms and conditions.
• This Exhibit is an attachment to and is part of the Eden Systems Software License and Use
Agreement.
• Except where otherwise noted in this Exhibit, all the terms and conditions contained in the Eden
Systems Software License and Use Agreement apply in full to the Cashiering Module that is provided
by CORE Business Technologies.
• Paragraph 4.1 of the Eden Systems Software License and Use Agreement is hereby omitted solely with
respect to The InForum Gold Cashiering Module. The InForum Gold Cashiering Module is licensed for
one year. The license files contained in the software are coded to coincide with the annual term of the
Eden Systems Software License and Use Agreement. The InForum Gold Cashiering license will be
automatically renewed for one-year periods upon receipt of the annual license fee. If the license is not
renewed the software will cease to operate.
• Should Eden Systems be found in default of the Eden Systems Software License and Use Agreement,
or chooses to discontinue support for the licensee, or chooses not to renew or is not allowed to renew
the reseller agreement with CORE Business Technologies, software support and updates to the
Cashiering Module will be provided by CORE Business Technologies upon receipt of the then current
support fee as published by CORE Business Technologies from time to time.
• Paragraph 8.12 of the Eden Systems Software License and Use Agreement is hereby omitted solely
with respect to The InForum Gold Cashiering Module. With the exception of contracted, customer
specific modification work, CORE Business Technologies does not provide source code. CORE
Business Technologies does provide a. master escrow agreement.
License Agreement
Page 23 07/07/03
•
Ed.n
So.f twa re
Systems
Lrcens _e
THIS AGREEMENT, made and entered into by and
between Eden Systems, Incorporated (hereinafter
"Licensor"), a corporation duly authorized and
existing under the State of Washington and having
its principal offices at 5015 Tieton Drive; Suite A,
Yakima, Washington 98908, and the City of
Tukwila, (hereinafter "Licensee"), a government
organization having its principal offices at 6200
Southcenter Blvd., Tukwila, WA 98188
Licensor desires to grant to Licensee, and
Licensee desires to acquire from Licensor a non-
exclusive right and license to use certain computer
software as hereinafter defined. Both parties agree
they are able to comply with and will satisfy the
terms and conditions as set forth in this Agreement.
Both parties, intending to be legally bound, agree to
the following'
111111111111111111111111
SECTION 1 - DEFINITIONS
The definition of terms set forth in this section shall
apply when such terms are used in this Agreement,
its exhibits, and any amendments:
1.1 "Licensed Program." The computer program
specifically identified within the Exhibits herein as
applications within the InForum Go/dTM
InForumTM, or Command SeriesTM product lines,
including object code, as well as related procedural
code, and documentation of any type which
describes it.
1.2 "Licensed Documentation." The system
and other documentation made available by
Licensor, for the Licensed Program.
1.3 "Enhancements." Changes or additions,
other than Maintenance Modifications, to the
Licensed Program or Licensed Documentation that
add significant new functions or substantially
improved performance thereto by changes in
system design or coding.
1.4 "Error." Problem caused by incorrect
operation of the computer code of the Licensed
Program or an incorrect statement or diagram in
Licensed Documentation that produces incorrect
results or causes incorrect actions to occur
C.\Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 1
C&O(3
•
Incorporatedl
and
Use
Agree �, ent
,J
1.5 "Error Correction." Either a software
modification or addition that, when made or added
to the Licensed Program, establishes material
conformity of the Licensed Program to the
Licensed Documentation, or a procedure or routine
that, when observed in the regular operation of the
Licensed Program, eliminates the practical adverse
effect on Licensee of such non -conformity
1.6 "Maintenance Modifications." Modifications
or revisions to the Licensed Program or
Licensed Documentation that correct Errors
1.7 "Specifications." The functional performance
parameters of the Licensed Program effective on
the date of this Agreement, as set forth in Licensed
Documentation
1.8 "Proprietary Information." Unpublished
"know-how" and "trade secrets" which shall include,
without limitation, computer programs, program
designs, algorithms, subroutines, system
specifications, test data, charts, graphs, operation
sheets, and all other technical information, owned
by Licensor or under its control, relating to the
development and production or use of the Licensed
Program and the design, configuration,
programming, and protocol of the Licensed
Program.
1.9 "Normal Working Hours." The hours
between 8AM and 5PM PST (Pacific Standard
Time), on the days Monday through Friday,
excluding regularly scheduled holidays of Licensor
1.10 "Releases." New versions of the
Licensed Program, as specified by Licensor, which
new versions may be prompted by Error
Corrections and/or Enhancements.
1.11 "Support Agreement Term." A fiscal
year, commencing on January 1 and ending on
December 31, during which support and services
are provided subject to the terms and conditions
set forth in Section 9, Software Support.
SECTION 2 - GRANT OF LICENSE
2.1 Scope of License. Subject to compliance by
Licensee with the terms hereof, Licensor
hereby grants to Licensee, in perpetuity unless
terminated as provided herein, a personal,
ORIGINAL
non-exclusive, nontransferable license (without
the right of sublicense), to
a. Install, use, and execute the
Licensed Program on computers owned
or leased and used by Licensee at its
facilities, for up to the number of
concurrent users specified in this
Agreement in Exhibit Al, for the sole and
express purpose of supporting the internal
business activities of Licensee; and
b. Use the Licensed Documentation
only in conjunction with installation and
use of the Licensed Program.
2.2 Delivery of Materials. Licensor shall deliver
one copy of the Licensed Program and Licensed
Documentation to Licensee within a reasonable
time following final execution of this Agreement.
2.3 Minimum Hardware and Software
Requirements. Licensee acknowledges that in
order to be executed, Licensee's computers must
meet or exceed the minimum published hardware
and software requirements for the Licensed
Program. Licensee agrees such requirements are
subject to change, and that future versions of the
Licensed Program may have different hardware
and software requirements that those presently in
effect. The acquisition of necessary hardware and
software meeting the requirements then in effect
shall be the sole responsibility of Licensee.
Licensee acknowledges that Licensor software
support does not cover third party software unless
otherwise specified.
2.4 Necessity for Third -party Software.
Licensee acknowledges that in order to be
executed, the Licensed Program requires certain
third -party software not provided by Licensor The
acquisition of necessary licenses and support for
this software shall be the sole responsibility of
Licensee. Licensee acknowledges that Licensor
software support does not cover third party
software unless otherwise specified.
2.5 Assignment of Rights in Licensee
Maintenance Modifications and Enhancements.
All right, title, and interest in all Maintenance
Modifications and Enhancements developed by
Licensee during the term of this Agreement
remains with Licensor Licensee agrees that such
Maintenance Modifications and Enhancements
shall be used by Licensee, and will not be
distributed or otherwise made available to any third
party other than Licensor
2.6 Availability of Licensor Enhancements.
Licensor agrees to offer to Licensee a license to
Enhancements that Licensor develops and offers
generally to licensees of the Licensed Program
according to the terms under Section 9 1 b
2.7 Licensee Notification and Delivery of
Materials. Licensee shall notify and deliver to
Licensor one copy of any Maintenance
Modifications and Enhancements developed by
Licensee within a reasonable period after
development.
SECTION 3 - TITLE TO MATERIALS
3.1 Title to Licensed Program and Licensed
Documentation. All right, title, and interest in
and to the Licensed Program and Licensed
Documentation, including the media on which
the same are furnished to Licensee, are and
shall remain with Licensor Licensee
acknowledges that no such rights, title, or
interest in or to the Licensed Program and the
Licensed Documentation is granted under this
Agreement, and no such assertion shall be
made by Licensee Licensee is granted only a
limited right of use of the Licensed Program
and Licensed Documentation as set forth
herein, which right of use is not coupled with an
interest and is revocable in accordance with
the terms of this Agreement.
3.2 Title to Enhancements and Maintenance
Modifications; Restrictions on Use, Disclosure,
Access, And Distribution. All right, title, and
interest in and to any Enhancements and
Maintenance Modifications developed by either
Licensor or by Licensee shall be and remain with
the Licensor Licensee shall treat all such
Enhancements and Maintenance Modifications in
accordance with the restrictions and limitations set
forth herein respecting Licensed Programs and
Licensed Documentation
SECTION 4 - FEES AND PAYMENTS
4.1 License Fee. In consideration of the licenses
granted hereunder, Licensee shall pay
Licensor a one-time license fee as well as
other associated costs as further defined in
Exhibit Al, attached hereto
4.2 Software Support. Software Support is
subject to the terms and conditions of Section
C:\Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 2 09/08/00
9, Software Support, and may be offered, at
the Licensor's sole option, on a year by year
basis.
4.3 Per Diem. Charges for meals and incidental
expenses associated with the delivery of the
Licensed Program will be charged on a per
diem basis. The rate for such per diem shall
be the maximum meals and incidental
expenses allowed for Licensee's locality as
specified in 41 CFR Section 301 Appendix A of
the code of Federal Regulations
4.4 Other Costs. Other costs, including but not
limited to air/train/taxi fare, charges for reasonable
and normal travel time to and from the customer
site, parking, freight costs, reproduction charges,
and other incidental expenses incurred by Licensor
on account of this Agreement, shall be billed to the
Licensee
4.5 Administrative Fee. Licensor shall have the
right to charge Licensee a 5% administrative fee for
all invoices which are over 30 days past due.
4.6 Payment. Payment for all fixed fees and
charges shall be in accordance with the payment
schedule set forth in Exhibit B — Billing/Payment
Schedule. Payment for all estimated fees and
charges shall be in accordance with the terms and
conditions set forth in Exhibits D - Services and E —
Committed Modifications.
4.7 Taxes. The fees and charges specified in this
section are exclusive of any federal, state, or local
excise, sales, use, and similar taxes assessed or
imposed with respect to the service and support
provided hereunder Licensee shall pay any such
amounts upon request of Licensor accompanied by
evidence of imposition of such taxes.
SECTION 5 - PROPRIETARY PROTECTION OF
MATERIALS
5.1 Acknowledgment of Proprietary Materials;
Limitations on Use. Licensee acknowledges
that the Licensed Program and Licensed
Documentation are unpublished works for
purposes of federal copyright law and embody
valuable confidential and secret information of
Licensor, the development of which required
the expenditure of considerable time and
money by Licensor Licensee shall treat the
Licensed Programs and Licensed
Documentation in confidence and shall not use,
copy, or disclose, nor permit any of its
personnel to use, copy, or disclose the same
for any purpose that is not specifically
authorized under this Agreement. In the event
of a public records request for the Licensed
Program and Licensed Documentation,
Licensee shall promptly provide a copy of such
request to Licensor so that it has at least seven
business days from Licensor's receipt of such
copy in which to seek an order restraining the
Licensee from disclosing the Licensed
Program and Documentation pursuant to such
public records request. If Licensor does not
obtain a restraining order within such period of
time, Licensee may disclose the Licensed
Program and Licensed Documentation
pursuant to such public request as Licensee
deems appropriate
5.2 Secure Handling. Except for copies of the
Licensed Program installed and operated upon its
computers as permitted hereunder, Licensee shall
require that the Licensed Program and Licensed
Documentation be kept on Licensee's premises
which shall be maintained in a manner so as to
reasonably preclude unauthorized persons from
gaining access thereto, and Licensee shall permit
access only as necessary for either party's use
thereof in accordance with the terms of this
Agreement.
5.3 Proprietary Legends. Licensee shall not
permit anyone other than Licensor to remove any
proprietary or other legend or restrictive notice
contained or included in any material provided by
Licensor
5.4 Reproduction of Licensed Documentation.
Licensee may reproduce the Licensed
Documentation provided by Licensor, provided that
such reproductions are for the private internal use
of Licensee, and all such reproductions bear
Licensor's copyright notices and other proprietary
legends.
5.5 Injunctive Relief. Licensee recognizes and
acknowledges that any use or disclosure of the
Licensed Program or Licensed Documentation by
Licensee in a manner inconsistent with the
provision of this Agreement may cause Licensor
irreparable damage for which remedies other than
injunctive relief may be inadequate In the event of
such a violation of this Agreement. Licensor shall
be entitled, upon application to a court of
competent jurisdiction, to a temporary restraining
order or preliminary injunction, to restrain and
enjoin Licensee from such violation, without
prejudice to any other remedies available to
Licensor.
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5.6 Technical Protections. Licensor may from
time to time prescribe password protection as an
additional security measure for the Licensed
Program, and Licensee shall cooperate with
Licensor in connection therewith.
5.7 Survival of Terms. The provisions of Sections
5 1 through 5.6 shall survive termination of this
Agreement for any reason.
SECTION 6 - LIMITED WARRANTY, LIMITATION
OF LIABILITY, AND INDEMNITY
6.1 Limited Warranty Against Infringement.
Licensor warrants that the Licensed Program
and Licensed Documentation as delivered to
Licensee do not infringe any third -party rights
in patent, copyright, or trade secret in the
United States.
6.2 Limited Warranty of Conformity. Licensor
warrants, for the benefit only of Licensee, that for
the life of the Agreement, the Licensed Program
will conform in all material respects to the Licensed
Documentation (except for modifications made by
Licensee or by Licensor at the request of
Licensee), but only if Licensee maintains
uninterrupted Software Support as described in
Section 9. Licensor assumes no responsibility for
obsolescence of the Licensed Program nor for lack
of conformity occurring from Licensee's failure to
update the Licensed Program with distributed
Enhancements, Maintenance Modifications, or
Error Corrections.
6.3 Exclusive Remedy. As the exclusive remedy
of Licensee for any nonconformity or defect
constituting an Error in the Licensed Program for
which Licensor is responsible, Licensor shall use
commercially reasonable efforts to provide
Maintenance Modifications with respect to such
Error However, Licensor shall not be obligated to
correct, cure, or otherwise remedy any Error in the
Licensed Program resulting from any (1)
modification of the Licensed Program by Licensee,
or (2) failure of Licensee to notify Licensor of the
existence and nature of such nonconformity or
defect promptly upon its discovery
6.4 Disclaimer. EXCEPT AS SPECIFICALLY
SET FORTH HEREIN, LICENSOR MAKES NO
WARRANTIES, WHETHER EXPRESS OR
IMPLIED, REGARDING OR RELATING TO THE
LICENSED PROGRAM OR LICENSED
DOCUMENTATION OR TO ANY OTHER
MATERIALS FURNISHED OR PROVIDED TO
LICENSEE HEREUNDER LICENSOR
SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO SAID MATERIALS OR THE USE
THEREOF
6.5 Limitation of Liability. EXCEPT WITH
RESPECT TO LIABILITY ARISING FROM
CLAIMS OF INFRINGEMENT OF THIRD -PARTY
RIGHTS IN THE UNITED STATES IN
COPYRIGHT, TRADE SECRET, OR PATENT, IN
NO EVENT SHALL LICENSOR BE LIABLE
UNDER ANY CLAIM, DEMAND, OR ACTION
ARISING OUT OF OR RELATING TO ITS
PERFORMANCE OR LACK THEREOF UNDER
THIS AGREEMENT FOR ANY SPECIAL,
INDIRECT, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES, WHETHER OR NOT LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
CLAIM, DEMAND, OR ACTION
6.6 Licensee Indemnification. Licensee shall
and does hereby agree to indemnify, hold
harmless, and save Licensor from liability against
any claim, demand, loss or action (1) resulting from
Licensee's use or modification of the Licensed
Program and Licensed Documentation and (2)
alleging that any Maintenance Modifications made
by Licensee infringe any third -party rights in the
United States respecting copyright, trade secret, or
patent.
6.7 Licensor Indemnification. Licensor shall and
does hereby agree to indemnify, hold harmless,
and save Licensee from liability against any claim,
demand, loss, or action alleging that the Licensed
Program and Licensed Documentation or any
Maintenance Modifications or Enhancements made
by Licensor infringe any third -party rights in the
United States respecting copyright, trade secret, or
patent.
6.8 Survival of Terms. The provisions of Sections
6 1 through 6 7 shall survive termination of this
Agreement.
SECTION 7 - TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the
date and year contained herein and shall continue
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until terminated in accordance with the terms
thereof
7.2 Termination by Either Party. Either party
may terminate this Agreement upon 60 days
written notice to the other party if the other party
commits a breach of any term hereof and fails to
cure said breach within that 60 -day period Such
notice shall set forth the basis of the termination.
7.3 Actions Upon Termination. Upon termination
of this Agreement for any reason, Licensee shall
immediately cease use of, and return forthwith to
Licensor, the Licensed Program and Licensed
Documentation, and any copies or portions thereof,
including Maintenance Modifications or
Enhancements
SECTION 8 - MISCELLANEOUS
8.1 Entire Agreement. This Agreement
constitutes the entire Agreement between the
parties and supersedes all proposals,
presentations, representations, and
communications, whether oral or in writing,
between the parties on this subject. Neither party
shall be bound by any warranty, statement, or
representation not contained herein. In the event
of any conflict in the terms and conditions of this
Agreement, the documents shall control in the
following order:
a. This Software License and Use
Agreement;
b. Licensor's Response to Licensee's
Request for Proposal, if applicable,
c. Licensee's Request for Proposal, if
applicable
8.2 No Assignment. Licensee shall not sell,
transfer, assign, or subcontract any right or
obligation hereunder without the prior written
consent of Licensor. Any act in derogation of the
foregoing shall be null and void; provided, however,
that any such assignment shall not relieve
Licensee of its obligations under this Agreement.
8.3 Force Majeure. Excepting provisions of this
Agreement relating to payment of license fees, and
protection of Licensor's Proprietary Information,
neither party shall be in default of the terms hereof
if such action is due to a natural calamity, or similar
causes beyond the control of such party
8.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the
laws of the state of Washington. Venue will be
C \AcctInfo\Negotiations\Negotiations\Tukwila IG.DOCPage 5
deemed appropriate in the county of Yakima,
Washington
8.5 Severability. If any provision of this
Agreement is held by a court of competent
jurisdiction to be contrary to law, the remaining
provisions of this Agreement will remain in full force
and effect.
8.6 Notice. Any notice required or permitted to be
made or given by either party under this Agreement
shall be made in writing and delivered by hand or
by certified mail, postage prepaid, addressed as
first set forth above or to such other address as a
party shall designate by written notice given to
other party
8.7 Acceptance Testing. Within ten (10)
business days of Licensor's notification to Licensee
that the Licensed Program or portion thereof is
installed and the applicable training administered,
Licensee shall begin performance of Acceptance
Testing, for the sole and express purpose of
determining whether the Licensed Program
operates as described in the Licensed
Documentation Licensee must complete such
Acceptance Testing within thirty (30) days of
commencement of testing The passage of the
thirty (30) day testing period without official written
notification from Licensee to Licensor that module
of Licensed Program has failed Acceptance
Testing indicates that the module is accepted and
that any portion of the license fees attached to
Licensed Program's acceptance are due and
payable
8.8 Failure of Acceptance Testing, Retesting. If
the parties agree that the Licensed Program does
not successfully pass Acceptance Testing, the
Licensee shall notify Licensor in writing ("first notice
of failure") and shall specify with as much detail as
possible in which respects the Licensed Program
failed to pass the Acceptance Testing Licensor
shall make such necessary corrections and
modifications in the Licensed Program to establish
a reasonable basis for additional Acceptance
Testing within a period of thirty (30) days from the
first notice of failure Licensor shall notify Licensee
when such retesting can begin and the Licensee
shall complete Acceptance Testing within a period
of ten (10) business days from the date of
notification If the parties agree that the Licensed
Program continues to fail Acceptance Testing, the
Licensee shall notify Licensor in writing of the
Licensee's intention to terminate and if the Licensor
fails to remedy the defect within (60) days of
receipt of said notification, the Licensee has the
09/08/00
right, at its option, to terminate the Agreement by
giving written notice of such termination to the
Licensor
Upon the Licensee's termination of this Agreement
due to failure of the second Acceptance Test, the
Licensee shall promptly return the Licensed
Program and documentation and all related
materials to the Licensor
8.9 Acts of Insolvency. The Licensee may
terminate this Agreement by written notice to the
Licensor if the Licensor becomes insolvent, makes
a general assignment for the benefit of creditors,
suffers or permits the appointment of a receiver for
its business or assets, becomes subject to any
proceeding under any domestic bankruptcy or
insolvency law or publicly announces liquidation
proceedings
8.10 Insurance. During the term of this
Agreement, Licensor shall maintain an appropriate
level of insurance against all personal and property
damage caused by Licensor's employees while on
Licensee's premises and shall exhibit certificates of
evidence of such insurance upon request by
Licensee
8.11 Equal Opportunity Employer. Licensor
shall not discriminate in its recruiting, hiring,
promotion, demotion, or termination practices on
the basis of race, religious creed, color, national
origin, ancestry, sex, age, or physical handicap in
the performance of this Agreement.
11111111111111111111111
SECTION 9 - SOFTWARE SUPPORT
9.1 Scope of Service. Licensor shall render
support and services during Normal Working Hours
for the following:
a. Telephone Support - Calls for
assistance related to operation of the
Licensed Program, reporting of a
potential error condition or abnormal
termination of a program, or request
for minor assistance related to the
Licensed Program;
b. Support Enhancements - Selected
Enhancements, the nature and type of
which shall be determined solely by
the Licensor. Such provision shall not
preclude Licensor from providing other
Enhancements of the Licensed
Program for license fees, training
charges, and other related service fees
and charges
c. Source Code Maintenance - Library
of Licensed Program maintained by
Licensor for Licensee complete with
modifications authorized by Licensee
and performed by Licensor.
a. Software Warranty — If Licensee
obtains Software Support from
Licensor, and such Software Support
is in effect without interruption from
inception of this Agreement, then
Licensor will warrant the Licensed
Program to be free of errors for the life
of this Agreement.
9.2 Fees and Charges. Licensee shall pay
Licensor annual support charges based on an
annual rate determined by Licensor at the
beginning of each Support Agreement Term. Such
annual rate shall be multiplied times the amounts
shown in Exhibit Al under the column headed
"License Fee (Support Basis)" for each covered
product. No increase in the support rate shall be in
excess of 10% of the support rate for the prior
year All annual support charges are due and
payable on or before the 1st working day of each
Support Agreement Term. Failure to make such
payment shall constitute cancellation and
termination of support by Licensee and no further
service or support will be provided by Licensor
9.3 Licensee Responsibilities. Licensee shall be
responsible for the procuring, installing, and
maintaining all computer equipment, telephone
lines, communications interfaces, and other
hardware necessary to operate the Licensed
Program and to obtain from Licensor the services
called for according to Licensor's then existing
policy
9.4 Proprietary Rights. To the extent that
Licensor may provide Licensee with any Error
Corrections or Enhancements or any other
software, including any new software programs or
components, or any compilations or derivative
works of the Licensed Program prepared by
Licensor, Licensee may (1) install copies of the
Licensed Program adequate to serve the
concurrent users specified in this Agreement in
Exhibit Al, in the most current form provided by
Licensor, in Licensee's own facility; and (2) use
such Licensed Program in a manner consistent
with the requirements of the Agreement, for
purposes of serving Licensee's internal business
needs. Licensee may not use, copy, or modify the
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•
Licensed Program, or make any copy, adaptation,
transcription, or merged portion thereof, except as
expressly authorized by Licensor. The Licensed
Program is and shall remain the sole property of
Licensor, regardless of whether Licensee, its
employees, or contractors may have contributed to
the conception of such work, joined in the effort of
its development, or paid Licensor for the use of the
work product. Licensee shall from time to time take
any further action and execute and deliver any
further instrument, including documents of
assignment or acknowledgment, that Licensor may
reasonably request in order to establish and perfect
its exclusive ownership rights in such works.
Licensee shall not assert any right, title, or interest
in such works, except for the non-exclusive right of
use granted to Licensee at the time of its delivery
or on-site development.
9.5 Disclaimer of Warranty and Limitation of
Liability. EXCEPT AS EXPRESSLY SET FORTH
HEREIN, LICENSOR EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES CONCERNING
THE SYSTEM OR THE SERVICES TO BE
RENDERED HEREUNDER, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
9.6 Termination of Support. Support may be
terminated as follows:
a. Upon the termination of the License
Agreement; or
b. Upon notification by either party to the
other, at the beginning of any Support
Agreement Term;
c. Upon 60 days' prior written notice if the
other party has materially breached the
provisions of this Agreement and has
not cured such breach within such
notice period.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as set forth below
[Licensee] cM I
By: p' 1 w\ u Q
Signature. CLea,..„ 44444-b,
Title ra-an40-yN,0
•
Date.
[Licensor] Eden Systems, Inc.
By. Christopher Salts
Signature
Title Contract Administrator
Date °f I
C•\Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 7 09/08/00
Eden Systems , Inc.
Software License and Use Agreement
Exhibits Section
Exhibit Al - Eden Systems Deliverables
Exhibit B - Billing/Payment Schedule
Exhibit C- Third Party Products, Tools
Exhibit D- Services
Exhibit E - Committed Modifications
Exhibit F - Database Server
Exhibit G - ESRI Products and Services
C•\Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 1 09/08/00
Exhibit Al
Eden Systems Deliverables
16 Concurrent Users
The following items are products and services delivered to Licensee from Licensor Product support and maintenance is obtainable directly from Licensor for those items totaled under the
"License Fee (Support Basis) column only All support and maintenance for other items priced under the column "Misc. Services Third Party" must be obtained by Licensee directly from the
original manufacturer or supplier
Products, Services and
License Fee
Oisct.
Discount
Net Amount
On -Site
Training
Data
Project
Total Services
Expenses &
Total
Equipment
(Support Basis)
& Install
Conv
Cost
Taxes
Allowed
Trips
Days
Days
Mgmt
SVStAM 1]atahaCP_ US sP_IIln
System Administration
11
41
01
2
$6,000.001
$500.00 $6,500.00
Database Setup
11
11
01
0
$1,000.001
$500.001 $1,500.00
Hardware/OS Setup
01
11
01
0
$1,000.001
$0.001 $1,000.00
Pi.—i.l Annli—finne
GL/AP
$35,000.00
100%
$-35,000.00
$0.00
5
11
10
5
$26,000.00
$2,000.00
$28,000.00
Purchasing
$6,000.00
100%
$-6,000.00
$0.00
0
4
0
2
$6,000.00
$0.00
$6,000.00
Requisitioning
$4,000.00
100%
$4,000.00
$0.00
0
2
0
1
$3,000.00
$0.00
$3,000.00
AR
$8,000.00
100%
$-8,000.00
$0.00
2
6
4
2
$12,000.00
$1,000.00
$13,000.00
Budget Preparation
$12,000.00
100%
$-12,000.00
$0.00
1
2
0
1
$3,000.00
$500.00
$3,500.00
Cash Receipting Interface
$1,500.00
100%
$-1,500.00
$0.00
0
1
0
0
$1,000.00
$0.00
$1,000.00
Fixed Assets
$12,000.00
100%
$-12,000.00
$0.001
11
31
2
1
$6,000.00
$500.00
$6,500.00
Payroll
$30,000.00
100%
$-30,000.00
$0.001
61
181
101
5
$33,000.00
$2,500.00
$35,500.00
Position Budgeting
$5,000.00
100%
$-5,000.00
$0.001
01
11
01
1
$2,000.00
$0.00
$2.000.00
Other
Data Dictionary 1 $300.00 100% $-300.00 $0.001 01 01 01 01 $0.001 $0.001 $0.00
Subtotal 1 $113,800.00 $-113,800.001 $0.001 171 541 261 201 $100,000.001 $7,500.001 $107,500.001
Eden — Other Products &
Q—A—
Crystal Reports
$600.00
1
4
0
1
$5,000.00
$500.00
$6,100.00
Customized Standard Forms
$5,000.00
$0.00
$5,000.00
Subtotal
$600.00
1
4
0
1
$10,000.00
$500.00
$11,100.00
Taxes
$51.60
$51.60
Total
$113,800.00
$-113,800.00
$600.00
18
58
26
21
$110,000.00
$8,051.60
$118,651.60
0
•
C \AcctInfo\Negotiations\Negotiations\Tukwila IG.DOCPage 2 09/08/00
Exhibit B
BILLING/PAYMENT SCHEDULE
ProducilService
On
Execution
As Progress
Occurs
Total
Crystal Reports
$600.00
$600 00
Services - Training & Installation
$58,000 00
$58,000 00
Data Conversion — Estimate
$26,000 00
$26,000.00
Project Management
$21,000 00
$21,000 00
Customized Standard Forms
$5,000.00
$5,000 00
Travel, Expenses - Estimate
$8,000 00
$8,000 00
Taxes
$5160
$5160
Totals
$5,600.00
1 $113,051.60
1 $118,651.60
11
L�l
C \AcctInfo\Negotiations\Negotiations\Tukwila IG.DOCPage 3 09/08/00
Exhibit C
DATABASE SOFTWARE, TOOLS
Product/Service
Qty
Price Ea.
Total
Not Included
Total
0
C \Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 4 09/08/00
Exhibit D
SERVICES
Modifications, Consulting/Project Management, Travel, Expenses - The cost to provide modifications identified in this Agreement, is an estimate
only, and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications.
Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of an Authorization For
Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such additional cost estimates to effect such change.
Consulting consists of investigating and providing solutions for implementation -related customer issues This work includes reviewing converted data,
testing setup scenarios, investigating and recommending modification requests, answering product -related customer questions, providing off -site
training, and creating training -related correspondence 0
Project Management consists of being the central point of contact for a customer, from the time a new license agreement is signed until the customer
begins operational productive use of all the licensed modules Initial responsibilities include reviewing the contract; entering contract information in
Licensor's project tracking databases, identifying the project manager and main contacts on the customer side, and scheduling the kick-off meeting
Project management also includes scheduling the necessary training, and preparing for, leading, and following up on the kick-off meeting During the
installation/conversion/training phases of an implementation, Licensor's Project Manager is responsible for ensuring that Licensor's staff completes
their implementation tasks according to the project schedule. Project management also includes working with Licensor staff and the customer to
address unanticipated issues that come up during the implementation All correspondence relating to the training process is reviewed by the Licensor
Project Manager, including agendas and follow-up memos. The Project Manager also tracks the license agreement's budget, initiates billing at the
appropriate time, and answers the customer's billing questions Most project management work occurs off -site
The costs to provide consulting and project management identified in this Agreement are estimates only Licensee will reimburse Licensor within 30
days for all such charges
Travel and expenses shown in this Agreement are estimates only Travel and expenses charges include reasonable and normal charges for travel
time to and from the customer site Licensee will reimburse Licensor within 30 days for all such charges 0
Services
Training, Installation, and Setup - All training is to be administered in either a)'train the trainer' fashion, or b)seminar or 'group' fashion, to maximize
the usefulness of time and resources The training costs herein assume that training is to be provided on -site in the Licensee's offices and that the
Licensee can provide suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by the parties.
Charges relating to training, installation and setup are due and payable in full within 30 days of receipt by Licensee
C \Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 5 09/08/00
Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module listed in Exhibit Al, shall constitute
full satisfaction of the commitment for related services under this Agreement.
Additional training not covered in this Agreement shall be contracted through an Authorization For Professional Services (AFPS) and shall require
authorization from Licensee Such AFPS shall denote the number of service hours required and shall be provided at Licensor's then -going hourly rate
for such services.
Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement, including but not limited to all necessary
operating software, equipment and related tools.
In order to provide services of any kind, Licensor must schedule visits in advance If the scheduled visit is canceled by the Licensee for any reason
without first having given Licensor a minimum of two weeks advance notice of such cancellation, the Licensor may charge the Licensee for all costs
related to that scheduled visit and shall dissolve the commitment to perform the services scheduled for that visit.
Data File Conversion Services —Charges related to data file conversion found in this Agreement are estimates only Licensor will charge for any
and all such activities relating to conversion efforts
It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by Licensor, which is to be compatible with
Licensor's standard conversion programs and database setup Specifications for the standard format are available from Licensor. Licensee
acknowledges that only those data elements described in the standard formats are converted
Data conversion will consist of running the magnetic data presented by Licensee through the Licensor's conversion program one or more times to
format the data into a form acceptable to the Licensed Program.
It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion program is complete and accurate,
and any cost for services, third -party and other related costs associated with data conversion shall be borne by the Licensee
Should Licensee be unable, for any reason, to provide data in Licensor's prescribed formats, Licensee may request assistance from Licensor in
extracting legacy data and formatting it according to Licensor standards Such services will be billed to Licensee according to Licensor's then
standard hourly rate
If the Licensee can guarantee legal and technical access to properly documented information subject to data conversion, the Licensor will manage and
perform the entire data conversion function in exchange for additional fees and charges If such a "start -to -finish" approach is provided herein, Exhibit
Al will denote such action as "Start -to -Finish" conversion, otherwise the above requirements are applicable
C-\AcctInfo\Negotiations\Negotiations\Tukwila IG.DOCPage 6 09/08/00
Service Rates
The following hourly rates apply to services included in this Agreement and are not to be interpreted as a commitment to perform any future such
services, not covered under this Agreement, for said rates
Service Type
Hourly Rate
Requested Modifications
$125.00
Consulting/Management
$125 00
Training
$125 00
Installation and Setup
$125 00
Data File Conversion
$125 00
Authorized Sub -Agencies. The following are considered authorized Sub -agencies of this Agreement and Licensee is authorized to use the Licensed
Program and Licensed Documentation on Licensee's premises for the purpose of supporting the internal business practices of only those agencies
named herein as Sub -agencies and no other right or use is permitted under this Agreement.
Authorized Sub -Agencies
No Authorized Sub -Agencies
i
C \Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 7 09/08/00
Exhibit E
COMMITTED MODIFICATIONS
Licensor agrees to provide the modifications to the Licensed Program as further described below Costs shown are estimates only and Licensee shall
be charged for the actual time and effort necessary to deliver such modifications
Item Item Description Item Cost
Number Estimate
No Committed Modifications
Total Estimate
0
•
C \Acctinfo\Negotiations\Negotiations\Tukwila IG.DOCPage 8 09/08/00
EXHIBIT F
Database Server
The purpose of this exhibit is to specify the components making up the line item `Database Server' found in Exhibit Al This configuration represents the
Licensor's recommended configuration, and the cost is an estimate only, as the prices of the hardware vendor are subject to change without Licensor's approval.
Also, Licensee understands that Licensor may decide to change this configuration if Licensor believes a new configuration is better suited for the proposed software
system.
Licensor makes no warranty, whether express or implied, regarding the components listed below, and shall not be responsible for servicing such components. The
components shall be subject only to manufacturers warranties, if any.
Product lD _-
Quan.
Description
Not ••
Estimated Price
Product ID
Quan.
Description
Not Included
Estimated Price
Grand • .
0
0
C \Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 9 09/08/00
Exhibit G
ESRI Products and Services
Licensee understands and accepts that the following terms and conditions are required in order for Licensee to use applications created using MapObjects, or other
ESRI products:
1) Reverse engineering, copying (other than a backup copy), or transfer or assignment of rights to use as well as the right to access source code is prohibited.
2) Any use other than as specifically granted herein is prohibited.
3) Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user (including network users) from using any portions
of MapObjects, and any extension thereof, separately from Licensor's Licensed Program.
4) ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies in law or equity All copyright, government
notices, trademarks, or other intellectual property notices noted under "Copyright, ESRI Trademark Name, and Government Use Notice" shall be included
unmodified in the Application's online help or Readme file and documentation.
Copyright and U.S. Government Use Notice. MapObjects is copyrighted by Environmental Systems Research Institute, Inc. All rights not specifically granted in
this Agreement are reserved to ESRI or its suppliers.
Portions of this computer program are owned by ESRI, Copyright 1999 Environmental Systems Research Institute, Inc All Rights Reserved.
Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the U.S. Government acquire
greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR
52.227-14 Alternates I, II, and III (JUN 1987), FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial Technical Data/Computer Software); and
DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer Software), as applicable Contractor/Manufacturer is Environmental
Systems Research Institute, Inc., 380 New York Street, Redlands, CA 92373-8100 USA.
0
C•\Acctlnfo\Negotiations\Negotiations\Tukwila IG.DOCPage 10 09/08/00