HomeMy WebLinkAboutAG 98-129 - EDEN SYSTEMS INCEDEN
~systems
507 ~'ndusl:ry Drive
Seattle WA, 98188
Ph: 1 800 328 0310
Fax: I 206 575 9015
www.edeninc.com
June 14,2001
Mr. Mehdi Sadri
Information Services Manager
City of Federal Way
33530 First Way South
Federal Way, Washington 98003
Dear Mr. Sadri:
Enclosed please find a copy of your license agreement for the upgrade to our
InForum Gold suite of software products. This copy includes signatures by both
parties.
As you know, our upgrade schedule if quite full so there may be some delay in
getting this implementation started. We are aware of your interest in getting
underway as soon as possible, and we will keep that in mind as we proceed.
If you have any questions or would like any additional information, please feel
free to contact me. I am generally available at (800) 328-0310.
Thank you for your continued confidence in Eden Systems.
Sincerely,
Ed Torkelson
President
Cc: Mike Boots
Eden Systems, Inc.
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 507 Industry Drive; Tukwila, Washington 98188, and the City of Federal Way,
Washington, (hereinafter "Licensee"), a government organization having its principal offices at 33530 1"
Way South, Federal Way, Washington, 98003.
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:
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 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
2.1
2.2
2.3
2.4
2,5
2.6
2,7
"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 91_~1, Software Support.
SECTION 2 - GRANT OF LICENSE
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, 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.
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.
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 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.
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.
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.
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 911.1 .b.
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.
3.1
SECTION 3 - SERVICES
Scope of Services. Licensor shall provide the training, data conversion, project management,
and implementation consulting services as defined in the Scope of Services attached and made a
part hereof as Exhibit C. Licensor agrees to provide the stated services at a cost not to exceed
those shown in Exhibit CA. If additional services are required in the performance of the
Eden Systems, Inc. Software License Agreement Page 2
3.2
3.3
3.4
3,5
3.6
3.7
agreement, Licensee may request such additional services, but in no event shall Licensor be
obligated to provide such services.
Site of Services. Licensor's services are to be performed at location(s) within Licensee's city
unless specific work assignment calls for services to be performed at Licensor's location(s). If
services are provided at Licensor's location(s), Licensor shall provide office space and facilities to
Licensee staff commensurate with that provided its own employees engaged in similar activities. If
services are provided at Licensee's location(s), Licensee shall provide office space and facilities to
Licensor's staff commensurate with that provided to its own employees engaged in similar
activities.
Modification of Scope. Services beyond those specified in this Agreement may be agreed to
between the parties. Such services may include additional data conversion, implementation
consulting, business process review, or training. Licensee shall request such services in writing
using Licensor's Authorization for Professional Services (AFPS) form, which shall include:
a. Nature of work to be performed;
b. Date on which assignment is to begin;
c. Estimated or not-to-exceed cost of the project, as mutually agreed
d. Individuals who will coordinate for Licensee and Licensor
Scope changes to work authorized under an AFPS will not be permitted without Licensee
authorizing a Change Order prepared by Licensor describing the nature of the change and any
additional charges or services that may apply.
Licensor shall use its best efforts to provide a quotation for each service request and will provide a
written quote within thirty (30) working days following receipt by the Licensor of the Licensee's
request. No oral request for modification of services shall be binding on either party.
Service Rate. Licensor is willing to provide modifications of service at the same rates outlined in
this Agreement and included in Exhibit C for a period of one year from the date of this Agreement.
After one year has elapsed, rates for service will be based upon Licensor's then current rates (for
similar agencies and similar services).
Cancellation Policy. 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.
Acceptance, 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.
Related Charges. Charges relating to delivery of services in performance of this agreement,
including but not limited to travel and per diem expenses, shipping, reproduction and other
incidentals will be billed to the Licensee and are payable in full within 30 days of receipt by
Licensee.
4,1
SECTION 4 - TITLE TO MATERIALS
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
Eden Systems, Inc. Software License Agreement Page 3
4.2
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.
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.
5.1
5.2
5.3
5.4
5.5
5.6
5,7
SECTION 5 - FEES AND PAYMENTS
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.
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.
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.
Other Costs. Other costs, including but not limited to air/train/taxi fare, ch3rges for re~sc,-,3b!e
and norm3! traYe! time to 3nd 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.
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.
Payment. Payment for all software license 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 Exhibit C -
Scope of Services.
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.
6.1
SECTION 6 - CUSTOMER RESPONSIBILITIES
Customer Support of Vendor. Licensee shall furnish to the Licensor priority access to the
Licensee's system for the period of time required by the Vendor for installation, testing, training,
diagnostics, etc.
Customer shall provide the following resources for Vendor's use in fulfillment of the Agreement:
One qualified Licensee staff coordinator assigned to work with the Licensor's representative
on the installation of the Licensed Programs, acceptance, training, conversion and
maintenance. Licensee's representative shall have sufficient authority to make decisions for
Licensee. Licensee understands that Licensor will rely upon a staff member having such
authority.
The availability of Licensee's personnel upon reasonable request of Licensor to answer
questions and advise Licensor on Licensee's facilities, operations and requirements.
Eden Systems, Inc. Software License Agreement Page 4
c. Adequate office space at Licensee's premises for Licensor personnel.
d. Licensee shall provide input data in accordance with the agreed upon test and acceptance
plan and procedures for use by the Licensor in acceptance testing.
e. The Licensee shall provide all requested data for conversion using formats specified by
Licensor.
f. Upon completion of installation and training, and once final acceptance is signed off by the
Licensee, Licensee shall be solely responsible for the operation and management of the
Licensed Programs.
7.1
7.2
7.3
7.4
7.5
SECTION 7 - PROPRIETARY PROTECTION OF MATERIALS
Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that
under the Copyright Act of 1978, immediate and automatic copyright protection occurs upon
completion of a work in a tangible form. Licensor has actionable right to claim infringement of his
copyright of the Licensed programs and materials for up to tow (2) years after any infringement
thereof regardless of notice or lack thereof. Licensor will mark all copies of the Licensed Programs
and Materials with a copyright notice indicating Licensor's ownership. Licensee acknowledges that
the Licensed Programs and Materials 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.
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.
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.
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.
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.
Eden Systems, Inc. Software License Agreement Page 5
7.6
7.7
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.
Survival of Terms. The provisions of Sections 7.1 through 7.6 shall survive termination of this
Agreement for any reason.
8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
SECTION 8 - LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
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.
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.
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.
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.
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.
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.
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.
Survival of Terms. The provisions of Sections 8.1 through 8.7 shall survive termination of this
Agreement.
Eden Systems, Inc. Software License Agreement Page 6
9.1
9.2
9.3
SECTION 9 - TERM AND TERMINATION
Term. This Agreement shall commence on the date and year contained herein and shall continue
until terminated in accordance with the terms thereof.
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.
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.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
SECTION 10 - MISCELLANEOUS
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;
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.
Subcontractors. Licensor hereby accepts full responsibility for the obligations outlined by this
Agreement. Licensee agrees that Licensor may sub-contract some or all of the performance of its
duties provided for herein, provided that Licensee approves of the sub-contractor. Nothing in this
paragraph shall be interpreted as authorizing the assignment of this Agreement by Licensor.
Licensor has fully disclosed the names of all individuals and organizations to be used as
subcontractors in conjunction with this Agreement. Licensor further agrees that changes or
additions to the list of subcontractors will not be made without prior written consent of the Licensee,
which shall not be unreasonably withheld.
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.
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 the County of King, Washington.
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.
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.
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. If the
Customer uses the Licensed Program for productive purposes, the Licensed Program shall be
Eden Systems, Inc. Software License Agreement Page 7
10.9
10.10
10.11
10.12
10.13
deemed to be accepted under the provisions of this Agreement. 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. Such
Acceptance shall not be unreasonably withheld. The sole reason for non-acceptance shall be the
non-conformity of the software to the documentation.
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 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.
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.
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.
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.
Source Code. Licensor agrees to provide Licensee with source code to the Licensed Program
annually upon Licensee's written request.
11.1
SECTION 11 - SOFTWARE SUPPORT
Scope of Service. Licensor shall render support and services during Normal Working Hours for
the following:
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;
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.
Source Code Maintenance - Library of Licensed Program maintained by Licensor for
Licensee complete with modifications authorized by Licensee and performed by Licensor.
Eden Systems, Inc. Software License Agreement Page 8
11.2
11.3
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.
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. For the calendar year
2001, the support rate is 15%. 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,
provided that Licensee meets its responsibilities according to Section 10.3 of this Agreement. 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. 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.
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.
11.4 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.
11.5 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 expressed or implied, including without limitation any warranty of
merchantability or fitness for a particular purpose.
11.6 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.
Eden Systems, Inc. Software License Agreement Page 9
City of Federal Way
(Licensee)
Eden Systems, Inc.
(Licensor)
By: Ed Torkelson
d~r~tur/~L
Title
Date
Eden Systems, Inc. Software License Agreement Page 10
Eden Systems, Inc.
Software License and Use Agreement
Exhibits Section
Exhibit A- Eden Systems Deliverables
Exhibit B- Billing/Payment Schedule
Exhibit C- Scepe of Services
Exhibit B- Payment Schedule
Product'=or. SerVice On Execution On Delivery " ' .... ' '= :=':.=.' Occurs "' '.' '":='~ Totals' ". :.
· . As Accepted· · ...
$
License Fees
Training & Installation 42,000.00 42,000.00
Data Conversion 10,000.00 10,000.00
Project Management 16,000.00 16,000.00
Forms Customization
Expenses - (Estimated) 1,260.00 1,260.00
Sales Tax
T~!~ [~i :,: $~ ~.: i$ [:: i$ ~ $ 69i260~00 $ '~:~ 69~2600~
Eden Systems, Inc. Software License Agreement Page 13
Exhibit C- Scope of Services
C,1
C.2
Installation and System Administrator Training. System Installation consists of installing the
InForum Gold client applications on up to three workstations, and configuring the InForum Gold
client application to communicate with Licensee's database, printers, and network. System
administrator training includes training a Licensee system manager on client installation, printer
configuration, update and patch application, and system setup and security issues.
Prior to the system installation trip, Licensee must satisfy the following pre-requisites:
a. Network infrastructure and services (including remote access) must be in place
b. Database server must be accessible over the network and the database software must be
installed with basic configuration completed
c. A backup system must be in place for regular database backups
d. A file server must be accessible over the network and have a shared folder available for the
InForum Gold software with write-access for all InForum Gold users
e. All workstations must be available on the network
f. All InForum Gold users must have working network accounts
Licensor will provide Installation and System Administrator training services in performance of this
agreement for the stated number of days found in Exhibit A in the line item "Installation and Sys
Admin Training". The number of days quoted is based on Licensor's prior experience with similar
implementations at agencies similar to Licensee's. Licensee may request additional Installation
and System Administrator Services as provided for in to Section 3.3 of this Agreement.
Project Management & Consulting. 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.
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. The Licensor Project Manager reviews all correspondence relating to the
training process, 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.
Licensor will provide Project Management and Consulting services in performance of this
agreement for the stated number of days found in Exhibit A under the column labeled "Proj Mgmt
Days". The number of days quoted is based on Licensor's prior experience with similar
implementations at agencies similar to Licensee's. Licensee may request additional Project
Management & Consulting Services as provided for in to Section 3.3 of this Agreement.
Eden Systems, Inc. Software License Agreement Page 14
C.3 On-site Services. On-site services include training and consulting performed at Licensee's location
in the performance of this Agreement. Licensor will provide On-Site services in performance of this
agreement for the stated number of days found in Exhibit A under the column labeled "On-Site
Services". The number of days quoted is based on Licensor's standard implementation
methodology and training agendas developed for similar implementations for agencies similar to
Licensee's. Licensee may request additional Project Management & Consulting Services as
provided for in to Section 3.3 of this Agreement.
C.4 Data File Conversion Services - The charges for Data Conversion, as specified in Exhibit A of this
Agreement in the column labeled "Data Conv Days", provide for the following services.
Data Migration. Data migration consists of converting Licensee's existing InForum Classic
database into the format required by InForum Gold. The majority of Licensee's InForum
Classic data will be preserved in the migration, with the exception of application security
settings, user-defined formulas in the Payroll module, and all data in the InForum Classic
Human Resources module. Licensee will be responsible for manually entering these items.
Licensor will perform the data migration three (3) separate times during the implementation.
b. Job Costing / Project Accounting Conversion. In addition to the data migration, Licensor
will convert Licensee's existing InForum Classic Job Costing setup and history data into a
format acceptable for use with the InForum Gold Project Accounting module. Licensee
acknowledges that additional functionality exists in the InForum Gold Project Accounting
module and additional manual entry in addition to the automated conversion may be
required in order to fully utilize the features of this module.
C.5 Service Rates. Rates for services described in this agreement shall be as follows:
Training $125.00 per hour
Project Mgmt $125.00 per hour
Consulting $125.00 per hour
Data Conversion $125.00 per hour
Programming $125.00 per hour
System Install $125.00 per hour
Rates for these services shall remain at the designated levels for a period of one year from the
execution of this Agreement.
C.6 Payment Terms. Unless otherwise specified in this Agreement, payment for all services shall be
due and payable 30 days from receipt by Licensee.
Eden Systems, Inc. Software License Agreement Page 15
ADDENDUM TO
EDEN SYSTEMS, INCORPORATED
SOFTVVARE LICENSE AND USE AGREEMENT
AGREEMENT DATE:
PARTIES:
Licensee
June 9 ,1999
Eden Systems, Inc., Licensor
City of Federal Way
WHEREAS the above-named parties entered into a Software License and Use
Agreement on the date shown above; and
WHEREAS, the parties now desire to modify the exhibits to said agreement; now,
therefore,
IT IS HEREBY mutually agreed that Exhibits
shall be added.
H through
M to said agreement
Except as modified herein, the parties hereby confirm and ratify all the terms,
conditions, and provisions of their Software License and Use Agreement.
EDEN SYSTEMS, INCORPORATED,
Licensor
By: A~~r
Name ~V~5~,~¢-
Title: ~C,~'~-;'["
City of Federal Way
Licensee
EXHIBIT H
DELIVERABLES
:services:
Data File Conversion Services - Estimate, See $6,250.00 $6,250.00
Exhibit K
:Expenses - Estimate $500.00 $500.00
Taxes - Estimate $1,591.00 $1,591.00
Total for 30 Concurrent Users $18,500.00 $8,341.00 $3,000.00 $29,841.00
pr0dUCtS; Se~iC~S and Equipment Li6erise Fee
Setup/Training=[]; Trips =0
Products:
IHuman Resources (1) I $~8,500.00 I I $3,000.00 I $2~,500.00 I
EXHIBIT I
BILLING/PAYMENT SCHEDULE
produCt/service OflEXeCUtion MOdUle , As itOccurs TOLl
Acceptance. :
Human Resources (1) $9,250.00 $9,250.00 $18,500.00
On-Site Services $3,000.00 $3,000.00
Data File Conversion Services - Estimate, $6,250.00 $6,250.00
See Exhibit K
Expenses - Estimate $500.00 $500.00
Taxes - Estimate $1,591.00 $1,591.00
$9,25o.oo $9,250,00 $11341.00 $29,841.00
EXHIBIT J
SERVICES
Enhancements~ Consulting/Management, Travel~ Expenses - Based on Licensor's perception of the
enhancements, consulting/management, travel and expenses required by Licensee at the time of execution oft his
Agreement, the estimate provided could vary depending on a fuller understanding of the requirements as the
project unfolds. If the nature of the requirements causes a change in excess of 25% of the original estimate for any
one or an aggregate of the named services, the Licensor will immediately notify the Licensee and both parties will
negotiate an'adjusted cost to provide the product before any work may proceed.
All Estimated Services - All estimated services described within this Exhibit D shall be invoiced to Licensee by
Licensor, sue and payable as such services are delivered to Licensee regardless &whether or not such services have
been delivered in their entirety.
Onsite Services
Training, Installation, and Setup - All training is to be delivered 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 in the dates and times agreed to by the parties.
The training, installation, and setup specified herein is intended to provide a maximum of 3 days to administer such
services to licensee personnel and the need for additional services, as determined by the licensee, will be charged to
the Licensee at Licensor's then going hourly rate. Such additional services and the payment for same shall be
authorized via the Licensor's AFPS (Authorization for Professional Services) and no additional such services shall
be administered without a fully executed AFPS by the Licensee.
Written acknowledgment of acceptance or full payment of the license fee for any module listed in Exhibit A shall
signify full satisfaction of the commitment for related services under this Agreement.
Installation and setup charges assume the Licensee will ship, at its expense for all shipping and related costs, all
necessary operating software, equipment and related tools to Licensor in order that Licensor place the Licensed
Program on the Licensee's computer system named herein and make sure that the Licensed Program will work with
the operating system provided. This will constitute 'installation and setup' and will be performed for the price
quoted herein.
In order to provide onsite services 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 the scheduled service and dissolve the liability for that
portion of the scheduled service.
EXHIBIT K
DATA CONVERSION
Data File Conversion Services - It is agreed by both parties that data file conversion services are
difficult to estimate and aro dependent on a variety of factors including legal access to data; availability to
sufficient documentation describing the data to be converted; proper definition of the desired result;
expertise capable of writing suitable conversion programs or devise technical processes to convert the
data into a form suitable for conversion to the new format; time and schedule constraints; testing and data
quality control; and others.
Because the estimate provided herein is not based on any in depth analysis Licensee agrees to provide
any and all data in a standard magnetic form and format prescribed by Licensor, which is compatible with
Licensor's standard conversion programs and database setup. The data conversion will consist of a
single pass event in which the magnetic data presented by Licensee is passed through the Licensor's
conversion program a single time and written out in the data formats 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 costs
associated with the need for second and subsequent passes of the data shall be borne exclusively by the
Licensee.
Should Licensee be unable, for any roason, to provide data in Eden's prescribed formats, Licensee may
request assistance from EDEN in extracting legacy data and formatting it according to EDEN standards.
Such services will be billed to Licensee according to Eden's then standard hourly rate and will be in
addition t the conversion estimate provided herein.
Conversion efforts described herein cover effort only for the Licensee and no rights are extended to any
other agencies, sub-agencies, affiliates, or associations or businesses other than those named below and
the authorization by Licensor of such agencies, sub-agencies, affiliates, associations or businesses shall
result in additional conversion charges based on the hours/cost estimate provided below. An annual
support charge of 5%" shall be added to the Licensor's basic annual support charge for each such sub-
agency authorized below.
Application module Hours Estimate Cost Estimate
Human Resources - Estimate Only, 50 $6,250.00
Actual Cost May Vary from
Estimate
'Total Estimate 50 $6,250.00
Authorized Sub-Agencies. The following are considered authorized sub agencies of this Agreement and
Licensee is authorized to use the Licensed Program and Licensed Document on Licensee's premises for
the purpose of support the internal business practices of the named sub-agencies.
None Authorized
Authorized Sub-Agencies
Exhibit L
SCOPE OF WORK EXHIBIT
This exhibit represents the basis of our estimate of time. Licensee and
Licensor agree that Data Conversion is difficult to estimate and actual hours
spent may vary from the number quoted for Data Conversion.
Standard Implementation/Conversion for Human Resources (Estimated 30 hours)
Extract data from current InForurn payroll system
Populate InForum Human Resource system with extracted payroll data, specifically:
.Positions:
Position number. The position numbers will be two-levels in format, and will appear
as they are in Payroll. The first level represents the job class code, and the second
level represents the sequence within a particular job class code.
Title.
.Allow overtime.
.Worker's comp code,
.Grade code.
.Salary group.
.Full-time equivalency (FTE).
.Salary or hourly.
Employees:
Employee number.
.Last name.
.First name.
.Social Security Number.
.Birth date.
.Hire date.
.Hire mod days.
.Termination date.
.Marital status.
.Gender.
.Ethnic code.
.Home department.
.Employment status.
.Address 1.
.Address 2.
.City.
.State.
.ZIP.
.Phone number.
Appointments:
Shift code.
.Position appointment date.
Full-time equivalency (FTE).
.Status.
.Cycle code.
.Grade code.
.Salary or hourly.
.Step calculation override.
.Hourly rate.
.Salary.
.Step.
Job Codes:
Reference key.
.Description.
Salary Groups:
Salary group.
.Group name.
Shifts:
Information key.
.Description.
Employment Status Codes:
Information key.
Description.
.Home Departments:
Information key.
.Description.
Additional Human Resource Conversion (Estimated 20 hours) Write a Cobol extract program
Extract data from existing Command Series Personnel system
Populate InForum Human Resource system with extracted personnel data. The list,
below, highlights fields that have previously been identified as points of concern, and
the agreed upon resolution (as well as any further explanation of IHR implementation,
where appropriate):
Hire Type.
Not used or no data to convert.
Term Type.
Not used or no data to convert.
.Separation reasons are defined during the HR Setup training trip. These reason codes
are used in the employee separation process, and can be called from a zoom list.
Term Date.
This is normally accomplished in the conversion process.
Educ Degree.
Not used or no data to convert.
.Degrees are defined during the HR Setup training trip, and usually consist of GED
through PhD. The main education screen and its extension screen allow for further
definition of employee-specific educational degrees. This includes: major, years,
progress, graduation date, and GPA. These screens are not intended to be used for
professional licenses and certifications, as HR has another screen devoted to this type
of employee attribute.
Educ Credits.
Not used or no data to convert.
EEOC JobCat.
There is a direct mapping between these standard codes and the position record that
an employee is attached to in HR. This attribute will be converted and attached to the
employee position.
EEOC Function.
There is a direct mapping between these standard codes and the position record that
an employee is attached to in HR. This attribute will be converted and attached to the
employee position.
EEOC EmpType.
Current CS codes will be brought over in the conversion, and their descriptions set to
"council", "regular full-time", "regular part-time", and "temporary". The codes
themselves can only be three(3) characters in length, and a cross-reference mapping
old to new codes must be provided.
Manag Level.
Not used or no data to convert.
Salary Group.
This is normally accomplished in the conversion process.
Raise Date and Raise Code.
Not used or no data to convert.
.Last and next evaluation dates do not exist in CS Personnel, but can be maintained in
IHR.
Supers#.
IHR does store supervisor position numbers, rather than employee numbers; and this
item can be used to populate the appropriate fields within the employees position
profile screen.
Currently there is no facility to hold an employee's supervisor's name.
Eval. Type.
.Will not convert as requested.
.The evaluation type description is a freeform field that can be up to 20 alphanumeric
characters in length. This should satisfy the "Annual" and "Annual + P3"
descriptions.
Months.
Not used or no data to convert.
Action Code.
Not used or no data to convert.
DATE IN; I I~ATI~ nUT;
CITY DF' FEDERAL WAY LAW DEPARTMENT
RE(;TUEST FOR CONTRACT FIREPARATION/DocUMENT REVIEW/SIGNATURE ROUTING SLIP
TYPE OF DOCUMENT RE~IUESTED (CHECK ONE):
[] PROFESSIONAL SERVICES AGREEMENT
[] MAINTENANCE/LABOR AGREEMENT
[] PUBLIC WORKS CONTRACT
[] SWALL I~UBLIE WORKS CONTRACT
[] PURCHASE ASREEMENT
EXT:__ 3. DATE REI~I. BY:
[] CONTRACTOR SELECTION DOCUMENT (£.~., RFB, RFP,
[~ CON'rR, ACT AHENDHENT
[] EABEMENT
(MATERIAL.B, BU~I~LII(ll, EI~IUIPI*,IEN?) [] OTHER
ADDRESS.' PHONE:
TYPE OF' PERSON OR ENTITY (CHECK ONE):
[] INDIVIDUAL [] SOLE PROPRIETORSHIP
[] PARTNERSHIP [] CORPORATION
STATE.' TAX I
SIGNATURE NAME: TITLE=
'7. SCOPE nF' WORI(,, ATTACH EXHIBIT A - A COMPLETE AND DETAILED DESCRIPTION OF' THE SERVICES OR SCOPE OF
WORK! INCLUDING COMPLETION DATES FOR EACH PHASE OF' WORK AND LOCATION OF. WORK.
Pl. TERM: COMMENCEMENT DATE:
COMPLETION DATE;
9. TOTAL OOMPENPlATIC)N: $ (INCLUDES EXPENSES AND SALES TAX, IF. ANY)
REIMBURSABLE EXPENSES-- [] YES [] No IF. YES~ MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED? [] YES [] NO IF YES, $ PAID BY: [] CONTRACTOR
[] CITY
SELECTION PROCESS USED (CHECK ONE):
[] REQUEST FOR BIDS [] REI~UEST FOR I~UOTES
[] REC~IUEST FOR PROPOSALS [] RE~tUEST FOR [~UALIFI~ATIONS
[] ARCHITECT & ENGINEER LIST
[] SHALL WORKS ROSTER
I 1. CONTRACT REVIEW
INITIAL/DATE APPROVED
LLAIRECTSR
W {ALL CONTRACTS)
[] RISK MANAGEMENT
(ALL CONTRACTS EXCEPT AN[NDHIENTB!
~ONTRACTOR 8ELECTION DOCUMENT)
[] PURCHASING
1 2. CONTRACT SIGNATURE ROUTING
iATTM DEPARTMENT
Y MANAGER
[] CITY CLERK
[] S,GNEO COPY BAC~,~ OT.~71T,~G DE,T.
[] ASS,GNEO AO #
~ PURCHASING: PLEASE CHARGE
TE APPROVED
COMMENTS
Eden Systems
I N C O R P O R A T E D
RECEIVED
JUN ! 8 1998
CITY CL;RKS OFFICE
CITY OF FEDERAL WAY
Tuesday, June 16, 1998
Ms. Chris Green
City of Federal Way
33530 1st Way S.
Federal Way, WA 98003
Dear Chris,
Enclosed please find two original license agreements. Please sign both and return one to Eden
Systems at the Yakima, Washington address printed on the bottom of this page, designated as
'Product Sales/Marketing.' The other license agreement is for your files.
Please feel free to contact Mike Boots or me with any questions, and we will be happy to help.
Thanks for making us your choice; we appreciate your business and look forward to working with
you in the future.
Sincerely,
Christopher Salts
Contract Administrator
Product Development, Support o 507 Industry Drive · Seattle, Washington 98188 · Phone (800) 328-0310 · Fax (206) 575-9015 · WWW http://www.edeninc.com
~coRF-'~el! Sp ~e~ ~ ~_~
Product Sales/Marketing · 5015 Tieton Drive · Yakima, Washington 98908, Phone (800) 343-3827 · Fax (509) 966-4427 · WWW http:/~w.edeninc.com
Eden Systems~ Incorporated
Software License and Use Agreement
THIS AGREEMENT, made and entered into by and between Eden Systems, Incorporated 0aeremalter "Licensor"),
a corporation duly authorized and existing under the State of Wa.qhington and having its principal offices at
5015 Tieton Drive; Suite A; Yakima, Wa~hington 98908, and the City of Federal Way, (heremalter "Licensee"), a
government organi?ation having its principal offices at 33530 1't Way S., Federal Way, WA 98003.
Licensor desires to grant to Licensee, and Licensee desires to acquire fxom 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:
SECTION 1 - DEFINITIONS
The definition of terms set forth in this section shall apply when such terms are used in thig Agreement, its
exhibits, and any amendments:
1.1
"Licensed Program." The computer program designated by Licensor as InForumTM, or Command
SeriesTM including object code, as well as related procedural code, and documentation of any type which
describes it.
1.2 "Licensed Documentation." The system user manuals, 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 siLmificant 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 occttr.
1.5
"Error Correction." Either a software modification or addition that, when made or added to the Licensed
Program, establishes material conformity of the Lieensed Program to the functional specifications, or a
procedure or routine that, when observed in the rcgnlar operation of the Limes 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 on-line documentation imbedded within the Licensed Program.
1.8
"Proprietary Information." Unpublished "know-how" and Trade secrets" which shall include (without
limitation) computer program.q, program designs, algorithma, 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 8 AM and 5 PM PST (Pacific Standard Time) or PDT
(Pacific Daylight Time), whichever is applicable, on the days Monday through Friday, exc. ludigg regularly
scheduled holidays of Licensor.
RIGINAL
P~el .¢1~ ~mei~ 10;L~
1.10
1.11
"Releases." New versions of the Licensed Progra~ which new versions may include both Error
Corrections and Enhancements.
"Support Agreement Term." A fiscal year, commencing on January 1 and ending on December 31,
during which certain support and services are provided subject to the terms and conditions set forth in
Section 9, So~waxe 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 persona[ non-exclusive, nontransferable
license (without the right of sublicense), to:
ao
Install, use, and execute the Licensed Program on computers owned or leased and used by Licensee at
all facilities leased or owned by Licensee and is licensed for use on a PC LAN or WAN for up to
thirty (30) concurrent users, for the sole and express Imrpose 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~ including source code,
and Liceamxl Documental/on to Licensee within a reasonable lime following final execution of this
Agreement. In addition, Liceak~e shall receive the initial operational version of the Licamsed Program
written for a Delphi-based, graphical user interface environment (a.k.a. Infomm Gold), at no additional
license fee, within twelve (12) months of general release, for the following modules: InFomm Gold
Financial.q, and InFollnn Gold Payroll/Position Control.
Both paxties .qhall make reasonable effort to insure that all software modules will be in five, integrated use by
December 31, 1998 but that failure to do so will not result in any penalties or actions brought by one patty
again~ the other. Upon such failure, Licensee and Licensor will, within ~ (30) days, begin preparation
of a special implementation plan, mutually agreeable to both parties, to expedite final implementation of the
software modules.
2.3
Necessity for Third-Party Software. Licensee acknowledges that in order to be executed, the Licensed
Program req~iires certain third-party soft3vare, as specified in Exhibit E, the acqa,i.qition of which shall be the
sole responsibility of Licensee to obCain and lllaintaiD in its most current release. Licensee agrees that prior
to use of the Licensed Program in any manner, Licensee will obtain necessary licenses from the vendors of
such third-party soRware.
2.4 Limited Support of Licensed Program. Licensor .qhall furni.qh to Licensee such Maintenance
Modifications as may be developed by Licensor generally for licensees of the Licensed Program.
2.5
Assignment of Rights in Licensee Maintenance and Enhancement Modifications. All right, rifle, and
interest in all Maintenance and Enhan~ Modifications developed by Licensee during the term hereof
remains with Licensor. Licensee agrees that such modifications .~hall be used by Licensee, and will not be
distnqmted 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 g~nhancementS
that Licensor develops and offers generally to licensees of the Licensed Program at its a_nnolmced license
fees or at a fee mula~a_!ly agreed upon for such Rnhance~lle~lts.
2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of
. .ally ~enance and Enhancement Modifications developed by Licensee within a reasonable period after
g-{fm~n\Fotl~av~. Pzoe ~. nf I ~ ~m~ I t~ 1 OOR
3.1
3.2
SECTION 3 - TITLE TO MATERIALS
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 accordsnce with the terms of this Agreement.
Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, And
Distribution. All right rifle, and interest in and to any Enhancements and Maintenance Modifications
respecting Licensed Programs developed by either Licensor or by Licensee .qhall be and remain with the
Licensor. Licensee shall treat all such Enhancements and Maintenance Modifications, whether developed
by Licensor or by Licensee, in accordance with the restrictions and limitations set forth herein respecting
4.1
4.2
4.3
4.4
SECTION 4 - FEES AND PAYMENTS
License Fee. In consideration of the licenses granted heretmder, Licensee shall pay Licensor a one-time
license fee as well as other associated costs as further defined in Exhibit A, attached hereto.
Support Fee. Software Support is subject to the term.~ and conditions of Section 9, Software Support., and
may be offered, at the Licensor's sole option.
Other Costs. Other costs, such as mileage, freight costs and reproduction charges incurred by Licensor in
performance of this Agreement, shall be billed to the Licensee as they occur for an amount not to exceed
that specified in Exhibit A under "Expenses". Licensor .qhall have the right to charge a 5% admini.qtrative
fee for all fees and charges specified in this Section.
Payment. The License fee set forth herein shall be paid by Licensee according to the payment schedule set
forth in Exhibit B.
5.1
5.2
SECTION 5 - PROPRIETARY PROTECTION OF MATERIALS
Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the
Licensed Program and Licensed Documentation may be 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 .qhall treat the Licensed
Programs and Licensed Documentation in confidence and shall not use, copy, or disclose, nor pemait any of
its personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under t_hi.q
Agreement.
Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers ad
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
5.3
5.4
5.5
5.6
5.7
5.8
persons fxom 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.
Proprietary Legends. Licensee shall not permit anyone other than Licensor to remove any proprietary or
other legend or restrictive notice contained or included m any material provided by Licensor. Licensee may
reproduce the written 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.
Licensee's Obligations Respecting Access. Licensee shall limit use of and access to the Licensed Program
and Licensed Documentation to such personnel of Licensee as are dkectly involved in the use thereof by
Licensee. Licensee shall prevent all Licensee personnel from having access to any such information that is
not required in the performance of their duties for Licensee. Licensee shall, as requested by Licensor,
provide Licensor with written notice of all personnel of Licensee who have been accorded access to the
Licensed Program~ and Licensed Documentation in the course of their employment by Licensee.
Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the Licensed
Program or Licensed Documentation by Licensee in a manner incond~tent with the provision of this
Agreement may cause Licensor irreparable d~amage for which remedies other th_an injunctive relief may be
inadequate, and Licensee agrees that in any request to a court of competent jurisdiction by Licensor for
injunctive or other equitable relief seeking to restrain such use or disclosure, Licensee will not urge that such
remedy is not appropriate under the circa~m~tances.
Technical Protections. Licensor may from time to time prescribe password protection as an additional
security measure for the Licensed Program, and Licensee .qhall cooperate with Licensor in connection
Security Audit. Licensor shall have the right_upon reasonable notice to Licensee. to make visits to the
Licensee's computer facilities to review security measures respecting the Licensed Program and Licensed
Documentation, and, ff deficiencies are identified by Licensor, and agreed to by Licensee~ Licensee shall
implement such additional reasonable security practices as are reasonably necessary to adequately ensure the
security of the Licensed Program and Licensed Documentation.
Survival of Terms. The provisions of Sections 5.1 through 5.7 shall survive termination of this Agreement
for any reason.
6.1
6.2
6.3
SECTION 6 - LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
Limited Warranty Against Infringement. Licensor warrants that the Licensed Program Documentation
as dehvered to Licensee do not infringe any third-party rights in patent, copyright, or trade secret in the
United States.
Limited Warranty of Conformity. Licensor warrants, for the benefit only of Licensee, that for the hfe 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 Liceusee
maintains ~mintemlpted Software Support. 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.
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 obhgated to
correct, cure, or otherwise remedy any Error in the Licensed Program resttlting 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
6.5
6.6
6.7
6.8
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 HEREUNDE1L LICENSOR SPECIFICALLY DISCLAIMS
ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO SAID MATERIALS OR THE USE THEREOF.
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 IT 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.
Licensee Indemnification. Licensee shah 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 infiSnge any third-party rights in the United States respecting copyright,
trade secret, or patent. The foregoing indemnification is predicated upon Licensor (1) fully cooperating with
Licensee in the defense or settlement of such actions and (2) giving Licensee prompt written notice of any
claim, demand, or action for which indemnification is sought.
Licensor Indemnification. Licensor .qhall 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 Doctm~entation or any Maintenance Modifications or F. nhaneArlllents made by Licensor infidnge
any third-paxty rights in the LMited States respecting copyright, trade secret, or patent. The foregoing
indemnification is predicated upon Licensee (1) fully cooperating with Licensor in the defense or settlement
of such actions, and (2) giving Licensor prompt written notice of any claim, demand, or action for which
indemnification is sought.
Survival of Terms. The pmvisious of Section 6.1 throngh 6.7 shall survive termination of this Agreement
for any reason.
SECTION 7 - TERM AND TERMINATION
7.1
7.2
7.3
Term. This Agreement .qhall commence on the date and year contained herein and shall continue tmal
terminated m accordance with the terms thereof.
Termination by Either Party. Either party may terminate this Agreement upon 60 days written noiice to
the other party if the other party commits a breach of any term hereof and fails to cure said breach within
60-day period. Such notice shall set forth the basis of the termination.
Actions Upon Termination. Upon termination ofthi.q 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.
IC-iFmb-cl,~,\1~pclwax/7. P~o,~ ~; ~f J ~ hm,~
1/~ 1 OOR
8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
SECTION $ - MISCELLANEOUS
Entire Agreement. This Agreement, including Licensor's Licensed Documentation, appendices,
addendum, and referenced attachments, incorporated herein by reference, constitute 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 hotrod by any
warranty, statement or represental/on not contained herein. In the event of any conflict in the terms and
conditions, the documents ~all control in the following order:
1. This software License and Use Agreeanent;
2. Licensor' s_Licensed Documentation_.
No Assignment. Licensee shall not sell, transfer, assign, nor subcontract any fight 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.
Force Majeure. Excepting provisions of this Agreement relating to payment of license fees, and protection
of Licensor's Proprietaxy Information, neither party shall be in default of the terms hereof if such action is
due to a natural calamity, or similar callseS beyond the control of such pa_my.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. Venue will be deemed appropriate in the county of_King, Washington.
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 Ilmaain in full force and effect.
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 cextified 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.
Acceptance Testing. Within ten (10) l~tqinoss days of Licensor's notification to Licensee that the Licensed
Program or portion thereof is installed and the applicable training admini~ered, 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_.
Failure of A~ceptance Testing, Retesting. If the parties agreed that the Liceamcd Program docs not
successfully pass Acceptance Testing, the Licensee .~hall 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
Ac~ce 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.
Licea~sor shall notify Licensee when such retesting can begin and the Licensee shall complete Accep~ce
Testing within a period of thirty (30) bnfiness 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 ffthe Licensor fails to remedy the defect within sixty (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, and upon such termination, Licensor shall return to
Licensee, within a reasonable period of time, all License Fees paid by Licensee to Licensor.
Upon the Licensee's termination of this Agreeanent due to failure of the second Acceptance Test, the
Licellsee shall promptly return the Licensed Program and documentation and all related materials to the
Licensor.
8.9
8.10
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.
Insurance. The following insurance requirements shall be satisfied prior to commencement of work and
shall be maintained throughout the life of the Agreement:
a. ProofofC, eneral Liability in the amount of $1,000,00.00 with certificate ofinsmance.
b. Proof of Automobile Insurance in the amount of $1,000,000.00 with certificate ofinstwance.
c. Proof of Worker' s Compensation Insurance (Statutory l.imits) and Employer's Liability in the amount
of $1,000.000.00.
8.11
Equal Opportunity Employer. Licensor shall not discriminate m its recruiting, hiring, promotion,
demotion, or termination practices on the basis of race, religious creed, color, national origin, ancesUy, sex,
age, or physical handicap in the performance of this Agreement.
9.1
9.2
9.3
SECTION 9 - SOFTWARE SUPPORT
Scope of Service. Licensor shall render support and services during norm_al working hours, for the
following:
ao
Telephone Support - Calls 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
bo
Support Enhancements - Selected Enhancements, the nature and type of which shall be determined
solely by the Licensor. Such provisions shall not preclude Licensor from providing other Enhancements
of the License Program for license fees, training charges, and other related service fees and charges as
specified elsewhere in this Agreement;
VCS (Version Control System) Maintenance - Library of Licensed Program for Licensee complete
with modifications authorized by Licensee, performed by Licensor, and delivered to Licensee site for
llse.
Fees and Charges. Licensee shall pay Licensor annual support charges for basic support for the Licensed
Prograln based on an anmlal rate determined by Licensor for each Support Agreement Term, and the
amounts listed in the Support Basis colmnn of Exhibit "A".
Licensor reserves the right to change its support rate at the be~nning of each Support Agreement Te.~
provided that no such change shall be an increase of greater than 5% of the support rate for the prior year.
All annual support charges are due and payable on or before the l't-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 suppert will be provided by Licensor.
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 wilh r~t to the service and support provided hereunder. Licensee
.qhall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes.
Licensee Responsibilities. Except as otherwise provided by this A_greement,_Licensee shall be respons~le
for procuring installing and maintaining all 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
one copy of the Licensed Program, m the most current form provided by Licensor, m Licensee's own
facility;, (2) use such Licensed Program in a manner consistent with the requirements of the agreement, for
purposes of serving Licensee's internal business needs; and (3) make up to three (3) copies of the Licensed
Program in machine-readable form for nonproductive backup purposes only. Licensee may not use, copy, or
modify the Licxmsed Progra~ or make 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 ass/gnment or
acknowledgment, that Licensor may reasonably request in order to establi.qh and perfect its exclusive
ownership rights in such works. Licensee shall not assert any fight, rifle, or interest in such works, except
for the non-exclusive right of use granted to Licensee at the time of its deliveD, or on-site development.
9.5
Disclaimer of W~wranty and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH
HEREIN, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING
T~IE SYSTEM OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS
OR IMPIJED, 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 expiration of the then curront Support Agreement Term, provided that at least 60 days' prior
written notice is given to the other party;, or
c. Utxm 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.
Licensor: EDEN Systems, Inc. ~.~~nsee: City of Federal Way
By:. Dennis ]:j~alts, President ff~'~.--~a~."Kenneth Frx~yberg, City Ma~nager
Date: ~//g/?~ Date:
Approved as to Fo~m:
By:. Londi I~ I.indell, City Attorney
Date:
Attest:
Christine N. Green, City Clerk
Date: ~;~}~-~
EXHIBrF A
DELIVERABLES
Products, Services and Equipment License Fee ] Misc. Services On-Site
Sctupfrraining ---[]; Trip~ --0 (Support Basis) l Third-Party Scrviccs[ Total
V2 Financial Core Products [18]; (6) $31,500.00 $14,400.00 $45,900.00
V2 Payroll, Benefits, Position Control I12]; (4) $27,000.00 $9,600.00 $36,600.00
iV2 Applicant Tracking [3J; (1)
V2 Parcel Manager, Permits & Inspections [7];
(3)
V1 Utility Management [5]; (2)
Services:
Modifications - Estimate
Consulting/Management- Estimate $2,400.00 $ 2,400.00
Data File Conversion Services - Not to Exceed $12,500.00 $12,500.00
Expenses - Not to Exeed $1,000.00 $1,000.00
Equipment, 3~ Party Apps, Dbase, Tools:
D~ Senter "
Informix, Tools [3]; (2) $23,000.00 $2,400.00 $25,400.00
IQ Report Writer/Windows [2]; (1)
:Acucobol for Windows Runtime
Acu ODBC
iEden Menus $3,000.00 $3,000.00
IQ Data Dictionaries
Total for 30 Concurrent Users $61,S'00.00 $38~900.00 $26~400.00 $126~800.00
IC-\Cm~\Fm~l~tnv'~ Pno~ q nf 1 ~ hm~
16 100R
EXHIBIT B
BILLING/PAYMENT SCHEDULE
Producl/Servicc On Exccution Module As It Occurs Toial
Financials - Budgeting, General $12,600.00 $18,900.00 $31,500.00
Ledger, Accounts Payable, Accounts
Receivable, Purchasing
Payroll/Benefits/Position Control $~0,800.00 $16,200.00 $27,000.00
Consulting/Management $2,400.00 $2,400.00
(Estimate - See Extu'oit D)
Data File Conversion Services $12,500.00
(Not to Exceed) $12,500.00
Expenses $1,000.00 $1,000.00
(Not to Exceed)
Informix, Tools $23,000.00 $23,000.00
Eden Menus $3,000.00 $3,000.00
Onsite Services $26~400.00 $26,400.00
Totals $49,400.00 $35,100.00 $42,300.00 $126,800.00
E-ifin~den\g~dxvax~. Pno~ 10 nf 1 ~ hm,~
16 IOOR
EXHIBIT C
DATABASE SOFYWARE, TOOLS
Product/Service Qty Price Each Total
Informix Work Group Server 30 $295 $8,850
Informix 4GL-C Runtimc 27 $300 $8,100
Informix 4GL-C Development 3 $900 $2,700
Info~x 4GL-RDS Development 3 $900 $2,700
Informix 4GL-ID 1 $650 $650
Total Informix, Tools $23,000
'~otal $23,OO0
Patellnfl~ hmelK IOOR
EXHIBIT D
SERVICES
Enhancements, ConsultineJManagement, Travel, Expenses - Based on Licensor's perception of thc
enhancements, consulting/management, travel and expenses required by Licensee at the time of execution of this
Agxeement, the estimate provided could vary depending on a riffler understanding of the requirements as the
project unfolds. If the nature of the requirements causes a change in excess of 25% of the oIi~nal estimate for any
one or an aggregate of the named services, the Licellsor will immediately notify the Licensee and both parties will
negotiate an adjusted cost to provide the product before any work may proceed.
All Estimated Services - All estimated services described within this Exhibit D shall be invoiced to Licensee by
Licensor, sue and payable as such services are delivered to Licensee regardless of whether or not such services have
been delivered in their entiTety.
Onsite Services
Training, Installation, and Setup - All training is to be delivered in either a) 'train the trainer' fashion; or b)
seminar or 'group' fashion; to maximize the usefulness of time and resources, the tm. ining 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 in the dates and times agreed to by the parties.
The training, installation, and setup specified herein is intended to provide a maximum of 33 days to admini.qter
such services to licensee personnel and the need for additional services, as determined by the licensee, will be
charged to the Licensee at Licensor's then going hourly rate. Such additional services and the payment for same
shall be authoTized via the Licensor's AFPS (Authotization for P~ofessional Services) and no additional such
services shall be admini.qtered without a fully executed Al*PS by the Licensee.
Written acknowled~mnent of acceptance or full payment of the license fee for any module listed in Exhibit A shall
signify full satisfaction of the commi!ment for related services under this Agreement.
Installation and setup charges assume the Licensee will ship, at its expense for all shipping and related costs, all
necessary operating sottware, equipment and related tools to Licensor in order that Licensor place the Licensed
Program on the Licensee's computer system named herein and make sure that the Licellsed Progranl will work
with the operating system provided. This will constitute 'installation and setup' and will be performed for the
price quoted herein:
In order to provide on.qite services 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 the scheduled service and dissolve the liability for that
portion of the scheduled service.
K-\Fm~l~n\ge~hatav~. Pao~ 19.. nf 1 t~ hm~
1~ lOOR
EXHIBIT E
THIRD PARTY SOF'IAVARE
Product Name/Manufacturer
Operating System - SCO Openserver Release 5.x/The Santa Cruz Operation (SCO)~. Inc.
_C-Compiler - SCO Open.server Development Kit/The Santa Cruz Operation (SCO), Inc.
I TCP/IP - WRQ Reflection Suite/WRQ, Inc. or equivalent.
K'\rmh~4,~n\l:,~d~axt~ Pacr~ 1 '~ ot~ 1 ~ Ism~ ! 6 ! 00R
EXHIBIT F
DATA CONVERSION
Data File Conversion Services - It is agreed by both parties that data file conversion services are difficult to
estimate and are dependent on a variety of factors including legal access to data; availability to sufficient
documentation describing the data to be converted; proper definition of the desired result; expertise capable of
writing suitable conversion programs or devise technical processes to convert the data into a form suitable for
conversion to the new format; time and schedule constraints; testing and data q~mlity control; and others.
Because the estimate provided herein is not based on any in depth analysis Licensee agrees to provide any and all
data in a standard magnetic form and format prescribed by Licensor, which is compatible with Licensor's standard
conversion programs and database setup. The data conversion will consist of a single pass event in which the
magnetic data presented by Licensee is passed through the Licensor's conversion program a single time and
written out in the data formats 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 costs associated with the need
for second and subsequent passes of the data ghall be borne exclusively by the Licensee.
Should Licensee be unable, for any reason, to provide data in Eden's prescribed formats, Licensee may request
assistance from EDEN in extracting legacy data and formatting it according to EDEN standards. Such services
will be billed to Licensee according to Eden's then standard hourly rate and will be in addition t the conversion
estimate provided hereto.
Conversion efforts described herein cover effort only for the Licensee and no rights are extended to any other
agencies, sub-agencies, affiliates, or associations or businesses other than those named below and the authorization
by Licensor of such agencies, sub-agencies, affiliates, associations or bj~nesses .qhall result in addition.al
conversion charges based on the hours/cost estimate provided below. An annual support charge of 5%" shall be
added to the Licensor's basic _annual support charge for each such sub-agency authorized below.
Financial 62.5 $6,250
Payroll/Position Contro! 62.5 $6,250
The $12,500.00 not-to-exceed data conversion price represents the conversion efforts necessary for
implementation of the Application Modules (Finangi. al, Payroll/Position Control).
Authorized Sub-Al~encies. The following are considered authorized sub agencies of this Agreement and Licensee
is authorized to use the Licensed Program and Licensed I)ocmnent on Licensee's premises for the propose of
support the internal business practices of the named sub-agencies.
Exhibit G
Human Resources Tentative Installation Schedule
Licensor and Licensee agree that the following schedule is a preliminary schedule, subject to change, and shall be
used as a guideline. Eden will give their best efforts in meeting these dates but the dates are contingent upon the
customer fulfilling their installation obligations. Both parties agree that in comparing actual progress against this
schedule, if such progress is not in conjunction with the suggested dates set forth in this exhibit, Licensor and
Licensee shall meet in a timely fashion and discuss a new plan of implementation suitable to both party's needs.
Furthermore, Licensee understands that these tentative dates are based on the license being received by Licensor,
signed by Licensee, on February 9, 1999.
Kick-off/project planning meeting March, 1999
Extract Personnel data
Install HR
Convert Personnel data
First Payroll-HR data transfer
HR Setup training
Complete HR setup tasks
April,
April,
April,
May,
May,
May,
Decide how to manage shared HR/Payroll data May,
Final Personnel data extract June,
Final Personnel conversion June,
Final Payroll-HR data transfer June,
HR Operations training June,
Turn on Payroll/HR interface June,
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
EXItIBIT G
COMMITTED MODIFICATIONS
Licensor agrees to provide the modifications to the Licensed Program as further described below for the estimated
pries shown:
Item Item Description Item Cost Estimate
None Committed
Total Estimate 4)-
335301stWaySouth
VENDOR: 000097 Federal Way, WA 98003
EDEN SYSTEMS INC
5015 TIETON DR STE A
YAKIMA. WA 98908
SHIP TO:
I .01/01/99 I
FEDERAL WAY CITY HALL
CM SECOND FLOOR
33530 1ST WAY SOUTH
FEDERAL WAY. WA 98003
PAGE 1
liii::i:::::: iiiii~ii?~i::i~ :,il
' 034'9~ I
FOB Point: Req. No.: ..
Terms: Due Upon Receipt Dept.: DATA PROCESSING, TELECOMM. GIS
Req. Del. Date: Contact: MEHDI SADRI
Special Inat: Confirming? N
CONTRACT PURCHASE ORDER
MANAGEMENT SERVICES DEPARTMENT
Quantity Unit Description Unit Price Ext. Price
AS PER CONTRACT #AG98-129
T:E:BM:::!:: ~6~:~:~ii2::2i::~:~:::~! i:~idN ~ [::~i~:~:~::i~:~:OM P b:E:~I ON :::~: :'::'
APPROVER: MEHDI SADRI
:':: :.::: :i~.~:::: :i:.: : SOF~AE~E?:~D:E:~i~::::::::~::il::~::6~:.~0~.00
FINANCIALS: $ 31,500.00
.:: "! ::':"' i:' PAYROLL: 27. 000.00 '
CONSULTING (EST): 2.400.00
: ...: ::: ~.~ ~ :~ ~ ::~:::: ~.~.!~ i~::i~ ~'E :~: !:: ~ ~2~ i: ~0:0 .'0
EXPENSES: (NTE): 1.000.00
EDEN MENUS: 3,000.00
::!::::~ ..... ~i:::::::....i :.::.:: ON::~:~:E::~.~:.~.~.i~.~:.~.i::~.::.~'.~:~6:i:~.00., 00.
(1998 PO #31583: PD: 95.240.22}
:: ::'::' ' .. : :':i::::!': :: lit .T:!: ..!' ::::::.i:~i:i!!:':'i!.::.:::::::::::::::::::::::::::::: .i:i!i!:::!::: :::~::i::iii!i :!.:::. :]:::::~i!~!i ::!:::: :..!i! i::.~. ,::i
!.:.. ~: :::::: :::":
SUBTOTAL 31.5
BILLTO:CITY OF FEDERAL WAY TAX .0C
ATTN: ACCOUNTS PAYABLE FREIGHT .0C
33530 1ST WAY SOUTH TOTAL 31.559.7~
FEDERAL WAY. WA 98003
E 502-1100-046-518-88-643 31.559.78
Authorized Signature VENDOR COPY Authorized Signature (over $1.000)
335301st WaySouth
VENDOR: 000097 FederalWay, WA 98003
EDEN SYSTEMS INC
5015 TIETON DR STE A
YAKIMA. WA 98908
I Ol/O /9 --I
PAGE 1
' I
FOB Point:
Terms: Due Upon Receipt
Req. Del. Date:
Special Inst:
CONTRACT PURCHASE ORDER
MANAGEMENT SERVICES DEPARTMENT
Req. No.:
Dept.: DA:FA PROCESS/TELECOM/GIS
Contact: MEHDI SADRI
Confirming? N
Quantity . i Unit Description Unit Price Ext. Price
MSGIS-SOFTWARE LICENSE/USE AGMT 31.559.78
AS PER CONTRACT #AG98-129
APPROVER: HEHDI SADRI
FINANCIALS: $ 31.500.00
CONSULTING (EST): 2.400.00
EXpENsEs: (NT'E) ]], 0'0'0' O0
EDEN MENUS: 3,000.00
(1998 PO #31583: PD: 95,240.22)
AS PER CONTRACT #AG98-129A
APPROYER: HEHDI S^DRI
~:.:~?~/?: !::::~i ?:::i ~::' :' :;:::::~ P E~:::i::iii~:i~H t-{]:.t T ::?H:~ -I~N:C~U~::ES.::: '.':/::": ?: ~:': ~::?' ::-:-:...::~: ;::-:. ::: ~:':~: ~. :i i.:~:!.:.~:::?::: ::?.!.::.~.:.
'..:~:!~::i..i".:;:., ..1.::: .... . !.
JUMAN RESOURCE LICENSE FEE: $18.500
)ATA FILE CONVERSATION (EST) 6.250
TAXES (ESTIMATE) 1,591
SUBTOTAl 61,400. 78
BILLTO:CITY OF FEDERAL WAY TAX .00
ATTN: ACCOUNTS PAYABLE FREIGHT . O0
33530 1ST WAY SOUTH TOTAL 61.400.78
Number Amount Account Number Amount
E 502-1100-046-518-88-643 61,400.78
Authorized Signature VENDOR COPY Authorized Signature (over ~1,000|
33530 First Way South · Federal Way, WA 98003
DATE:
VENDOR ~:6 / 25 .." 9 S
#:000097
REQUISITION
DEPARTMENT:
Purchasing (253) 661-4077
Payables (253) 661-4064
Fax (253) 661-4075
[] F.O.B. DESTINATION
[~ CONFIRMING: DO NOT DUPLICATE
EDEN~v'=m'~q..:,~...... INC ~ CITY OF FEDERAL WAY
5015 TIETON DR STE A ~ CITY H.ALL
~T WAY SOUTH
YAKIMA, WA 93~08 33530 ~
FEDERAL WAY,~ WA
98003
SPECIAL INSTRUCTIONS:
~,~ ~ ...... ~:' ~,.~...~-.~,~ ORDER
*IMPORTANT: Vendor must show Fi~lc~l~-NU~/dr~!~FPa~, ~l~'Ladlng, Invoices, and Correspondence.
SHIP VIA:
QUANTITY
UNIT
DESCRIPTION UNIT PRICE AMOUNT
~!S--SOFTWARE LICENSE/USE
=~ CONTRACT #AG9'°~-~,'~
!ERM: 5-22-98 UNTIL COMP
~PPROVER: MEHD! SADRi
;OFTWARE INCLUDES:
!NANCiALS: $ 31.
~AYROLL~ 27,
~ONSULT!NG {EST)'
)ATA FILE CONV {NTE'! !2~
~XPENSES !NTE~
iNFORMiX TOOLS: 23~
:DEN MENUS: 3,
~N-S!TE SERVICES: ~6,
AGMT
9
LETiON
500 90
000 O0
400 O0
50O O0
009 O0
OOC; C)r}
000 O0
4,00 00
t. 26,800, O0
SALES TAX
ACCOUNT NUMBER AMOUNT FREIGHT
126,800.00
502-i100-046-5i8-88-6~2
!26,80,',, 0,>
APPROVALCODE
A OTH~APPROVALAS NEEDED
P
iREQUISITIONS APPROVED BY:
