Loading...
Res 1508- Agrmt Eden Sys Softwa COUNCIL BILL NO. 1924 RESOLUTION NO. 1508 A RESOLUTION ENTERING INTO A SOFIW ARE LICENSE AND USE AGREEMENT WITH EDEN SYSTEMS, INC. AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, the City previously purchased computer software from Eden Systems, Inc. (Eden); and WHEREAS, the City also obtained software support from Eden; and WHEREAS, it is now in the City's interest to enter into a new agreement with Eden to modifY the currently installed payroll software and make necessary software adjustments prior to the year 2000; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLWWS: Section 1. That the City of Woodburn enter into a software license and use agreement with Eden Systems, Inc. Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder .- Section 1. That the Mayor is authorized to sign said agreement on behalf of the City, a copy ofwhicb is affixed hereto as Attachment "An and, by this / incorp,orated herein. Approved as to formm:Mr-~ D It} 11 Z City Attorney Date I . APPROVED: ~~ NANCY A SEY, MAYOR :::::::; ::: ~::: ~ / / ATTEST: Mary T 1, City Recorder City of Woodburn, Oregon August 25, 1998 Page 1 - COUNCIL BILL NO. 1924 RESOLUTION NO. 1508 ..~,. . ~ _..~_.'.~ "-."---Y--' t~ "~-''''---'''''-''~ - ,,. ATTACHMENT Page -L. of A If't Eden Systems, Incorporated Software License and Use Agreement THIS AGREEMENT, made and entered into by and between Eden Systems, Incorporated (hereinafter "Licensor"), a corporation duly authorized and existing under the State of Washington and having its principal offices at 5015 Tieton Drive; Suite A; Yakima, Washington 98908, and the City ofWoodbUIIl, (hereinafter "Licensee"), a government organization having its principal offices at 270 Montgomery Street, Woodburn, Oregon 97071. 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 defIDed. 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 designated by Licensor as InForum T~ or Command Series TM including object code, as well as related procedural code, and docwnentation of any type which describes it. 1.2 "Licensed Documentation." The system user manuals, and other docwnentation made available by Licensor, for the Licensed Program. 1.3 "Enhancements." Changes or additions, other than Maintenance Modifications, to the Licensed Program or Licensed Docwnentation 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 Docwnentation that produces incorrect results or causes incorrect actions to occur . I.S "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 functional specifications, 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 Docwnentation 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 docwnentation imbedded within the Licensed Program. 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 infonnation. 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) or PDT (Pacific Daylight Time), whichever is applicable, on the days Monday through Friday, excluding regularly scheduled holidays of Licensor. ..' '.-'T' ...., ATTACHMENT~ page.....;L. of ~ il~ 1.10 "Releases." New versions of the Licensed Program, which new versions may include lx)th Error Corrections and Enhancements. 1.11 "Support A~reement Tcrm." A fiscal yeiu, commencing on January I and (''Ilding on December 31, during which certain support and services are provided suqjectto tl1e terms and conditions set forth in Section 9, Software Support. SECTION 2 - GRANT OF LICENSE 2.1 Scope of License. Suqjectto compliance by Licensee with the terms hereof, Licensor hereby grants to Licensee, in perpetuity lll1Icss terminated as provided herein, a personal, non~xcJusive, nontransferable license (without the right of sublicense), to: a. Install, use, and execute the Licmscd Program on computers owned or leased and used by Licensee at its facilities at 270 Montgomery Street, Woodburn, Oregon 97071 and is licensed for use on a PC LAN, single host system for up to eight (8) concurrent users, for the sole and express purpose of supporting the internal business activities of Licensee; and b. Use the Licensed Documentation only in conjunction with installation and use of the Licensed Program. 2.2 Delivery of Matcrials. Licensor shall deliver one copy of the Licensed Program and Licensed Docmnentation to Licensee within a reasonable time following final execution of this Agreement. 2.3 Necessity for third party Software. Licensee acknowledges that in order to be executed, the Licensed Program requires certain third-party software, the acquisition of which shall be the sole responsibility of Licensee to obtain and maintain 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 software. 2.4 Limited Support of Licensed Program. Licensor shall furnish to Licensee such Maintenance Modifications as may be developed by Licensor generally for licensees of the Licensed Program 2.5 Assignment of Rights in Licensec Maintcnance and Enhancement Modifications. All right, title, and interest in all Maintenance and Enhancement Modifications developed by licensee during the term hereof remains with Licensor. licensee agrees that such modifications shall be used by Licensee, and will not be distributed or otherwise made available to any third party other than Licensor. 2.6 Availability of Licensor Enhancemcnts. Licensor agrees to offer to Licensee a license to Enhancements that Licensor develops and offers generally to licensees of the Licensed Program at its announced license fees for such Enhancements. 2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of any Maintenance and Enhancement Modifications developed by Licensee within a reasonable period after development. SECTION 3 - TITLE TO MATERIALS 3.1 Title to Liccnscd Program and Liccnscd Documcntation. 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 ofusc of the Licensed Program and Licensed Documentation as .. r ,...,....,.-..,-,~,~-......."...._._'""........~_._~->-'-.-.._,"'_.~--'-,-."-",, ... ATTACHMENT A Page -1.... of I~ set forth herein, which right ofose is not coupled with an interest and is revocable in accordance with the terms of this Agreement 3.2 Title to Enhanccments and Maintcnance Modifications; Restrictions on Use, Disclosurc, 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, whether' developed by Licensor or by Licensee, in accordance with the restrictions and limitations set forth herein respecting Licensed Programs and Licensed Documentation. SECTION 4 - FEES AND PAYMENTS .....", 4.1 Liccnse Fcc. In consideration of the licenses granted hereunder, Licensee shall pay Licensor a one-time license fee as well as other associated costs as further defined in Exhibit A, attached hereto. 4.2 Support Fee. Software Support is subject to the terms and conditions of Section 9, Software Support, and may be offered, at the Licensor's sole option, on a year by year basis. 4.3 Per Diem. Charges for meals and incidental expenses associated with the delivery of the Licensed Program will be charged on a per diem basis. The rate for such per diem shall be the maximum meals and incidental expenses allowed for Licensee's locality as specified in 41 CFR Section 301 Appendix A of the code of Federal Regulations. Partial days (1/2 day or less) will be billed to the Licensee at one half the applicable rate. 4.4 Other Costs. Other costs, including but not limited to air/train/taxi fare, lodging, car rental. parking, freight costs and reproduction charges incurred by Licensor on account of this Agreement, shall be billed to the Licensee. Licensor shall have the right to charge a 5% administrative fee for all fees and charges specified in this Section. 4.5 Payment. The License fee set forth herein shall be paid by Licensee according to the payment schedule set forth in Exhibit B. SECTION 5 - PROPRIETARY PROTECTION OF MATERIALS 5.1 Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the Licensed Program and Licensed Documentation are unpublished works for purposes of federal copyright law and embody valuable confidential and secret information of Licensor, the development of which required the expenditure of considerable time and money by Licensor. Licensee shall treat the Licensed Programs and Licensed Documentation in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this Agreement. 5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as permitted herelUlder, Licensee shall require that the Licensed Program and Licensed Documentation be kept on Licensee's premises which shall be maintained in a manner so as to reasonably preclude unauthorized persons from gaining access thereto, and Licensee shall permit access only as necessary for either party's use thereof in accordance with the terms of this Agreement. 5.3 Proprietary Legends. Licensee shall not permit anyone other than Licensor to remove any proprietary or other legend or restrictive notice contained or included in any material provided by Licensor. 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. 5.4 Licensee's Obligations Respecting Access. Licensee shall limit use of and access to the Licensed Program and Licensed Docmnentation to such personnel of Licensee as are directly 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 .. w+ ,... ~"..'.".,. -, ._+--'''~ ...-..-.-.......-....;.......... ........;.1- _.__..,.-o..,._"'"'",_,"-""......_...,.".""""'.w., ,', ".".-'''',..'''~.~._..,....,..... ."....,...-...~......_-,~~ ... ATTAC~ENT~ Page of~ Ii notice of all personnel of licensee who have been accorded access to the Licensed Programs and Licensed Documentation in the course of their employment by licensee. 5.5 Injunctive Relief. licensee recognizes and acknowledges that any use or disclosure of the Licensed Program or licensed Documentation by licensee in a inanner inconsistent with the provision of this Agreement may cause licensor irreparable damage for which remedies other than injlDlctive relief may be inadequate, and licensee agrees that in any request to a court of competent jurisdiction by licensor for injlDlctive or other equitable relief seeking to restrain such use or disclosure, licensee will not urge that such remedy is not appropriate lDldcr the circumstances. 5.6 Technical Protections. licensor may from time to time prescribe password protection as an additional security measure for the licensed Program. and licensee shall cooperate with licensor in connection therewith. , :0> 5.7 Security Audit. licensor shall have the right to make visits to the licensee's computer facilities to review security measures respecting the licensed Program and licensed Documentation. and, if deficiencies are identified by Licensor, Licensee shall implement such additional security practices as are reasonably necessary to adequately ensure the security of the licensed Program and licensed Documentation. 5.8 Survival of Terms. The provisions of Sections 5.1 through 5.7 shall survive termination of this Agreement for any reason. SECTION 6 - LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY 6.1 Limited Warranty Against Infringement. licensor warrants that the licensed Program and licensed Documentation as delivered to licensee do not infringe any third-party rights in patent, copyright, or trade secret in the United States. 6.2 Limited Warranty of Conformity. licensor warrants, for the benefit only of licensee, that for the life of the Agreement, the licensed Program will conform in all material respects to the licensed Documentation (except for modifications made by licensee or by licensor at the request of licensee), but only if licensee maintains uninterrupted Software Support. licensor asswnes no responsibility for obsolescence of the licensed Program nor for lack of conformity occurring from licensee's failure to update the licensed Program with distributed Enhancements, Maintenance Modifications, or Error Corrections. 6.3 Exclusive Remedy. As the exclusive remedy of licensee for any nonconformity or defect constituting an Error in the licensed Program for which licensor is responsible, licensor shall use commercially reasonable efforts to provide Maintenance Modifications with respect to such Error. However, licensor shall not be obligated to correct, cure, or otheIWise remedy any Error in the licensed Program resulting from any (I) modification of the licensed Program by licensee, or (2) failure of licensee to not:i.fY licensor of the existence and nature of such nonconformity or defect promptly upon its discovery. 6.4 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES, WHETIlER EXPRESS OR IMPLIED, REGARDING OR RELATING TO TIlE LICENSED PROGRAM'OR LICENSED DOCUMENTATION OR TO ANY OTIlER MATERIALS FURNISHED OR PROVIDED TO LICENSEE HEREUNDER LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FI1NESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID MATERIALS OR TIlE USE TIlEREOF. 65 Limitation of Liability. EXCEPT WITII RESPECT TO LIABIUfY ARISING FROM CLAIMS OF INFRINGEMENT OF TIllRD-PARTY RIGHTS IN TIlE UNITED STATES IN COPYRIGHT, TRADE SECRET, OR PATENT, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CLAIM, DEMAND, OR ACTION ARISING our OF OR RELATING TO ITS PERFORMANCE OR LACK TIlEREOF UNDER TIllS AGREEMENT FOR ANY SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF TIlE POSSffiILITY OF SUCH CLAIM, DEMAND, OR ACTION. .. .Cc '..~. - ATTAC~ENT~ Page of I~ 8.4 Governing Law. lllis Agreement shall be governed by the laws of the State of Oregon. Venue will be deemed appropriate in the COWlty of Marion, Oregon. 8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agrcemenrwill remain in full force and effect. 8.6 Notice. Any notice required or permitted to be made or given by either party Wlder this Agreement shall be made in writing and delivered by hand or by certified mail, postage prepaid, addressed as first set forth above or to such other address as a party shall designate by written notice given to other party. 8.7 Acceptance Testing. Within ten (10) business Days of Licensor's notification to Licensee that the Licensed Program or portion thereof is installed and the applicable training administered, Licensee shall begin performance of Acceptance Testing, for the sole and express purpose of determining whether the LicensedJhogram operates as described in the Licensed Documentation. 8.8 Failure of Acceptance Testing, Retesting. If the parties agreed 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 offailure. Licensor shall notifY Licensee when such retesting can begin and the Licensee shall complete Acceptance Testing within a period often (10) business days from the date of notification. If the parties agree that the Licensed Program continues to fail Acceptance Testing, the Licensee shall notifY Licensor in writing of the Licensee's intention to terminate and if the Licensor fails to remedy the defect within (60) days of receipt of said notification, the Licensee has the right, at its option, to terminate the Agreement by giving written notice of such termination to the Licensor. Upon the Licensee's termination of this Agreement due to failure of the second Acceptance Test, the Licensee shall promptly return the Licensed Program and documentation and all related materials to the Licensor. 8.9 Acts of Insolvency. The Licensee may terminate this Agreement by written notice to the Licensor if the Licensor becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appoinlIDent of a receiver for its business or assets, becomes subject to any proceeding under any domestic bankruptcy or insolvency law or publicly announces liquidation proceedings. 8.10 Insurance. During the term of this Agreement, Licensor shall maintain an appropriate level of insurance against all personal and property damage caused by Licensor's employees while on Licensee's premises and shall exhibit certificates of evidence of such insurance upon request by Licensee. 8.11 Equal Opportunity Employer. Licensor shall not discriminate in its recruiting, hiring, promotion, demotion, or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, or physical handicap in the performance of this Agreement. SECTION 9 - SOFTWARE SUPPORT 9.1 Scope of Service. Licensor shall render support during Normal Working Hours, for the following: a. 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 Program; b. Support Enhancements - Selected Enhancements, the nature and type of which shall be determined solely by the Licensor. Such provision shall not preclude Licensor from providing other Enhancements of the ..' ~"~'" .. ....'W'.~ .. ATTACHMENT A Page -1e.. of I (I 6.6 Licensee Indemnification. Licensce shall and docs hereby agree to indemnify, hold harmless, and save Licensor from liability agaimt any claim, demand, loss or action (I) resulting from Licensee's use or modification of the Licensed Program and Licensed DoclUllentation 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. The foregoing indemnification is predicated upon Licensor ( I ) 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. 6.7 Licensor Indemnification. Licensor shall and docs hereby agree to indenmify, hold hannless, 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 infritlac any third-party rights in the United States respecting copyright, trade secret, or patent. The foregoing indemillfication is predicated upon Licensee (I) fully cooperating with Licensor in the defense or settlernC"llt of such actions and (2) giving Licensor prompt written notice of any claim, demand, or action for which indemnification is sought. 6.8 Survival of Terms. TIle provisions of Sections 6.1 through 6.7 shall survive termination of this Agreement for any reason. SECTION 7 - TERM AND TERMINATION 7.1 Term. This Agreement shall commence on the date and year contained herein and shall continue until terminated in accordance with the terms thereof. 7.2 Termination by Either Party. Either party may terminate this Agreement upon 60 days written notice to the other party if the other party commits a breach of any term hereofand fails to cure said breach within that 60-day period. Such notice shall set forth the basis of the termination. 7.3 Actions Upon Termination. Upon termination of this Agreement for any reason, Licensee shall immediately cease use of, and retwn forthwith to Licensor, the Licensed Program and licensed Documentation, and any copies or portions thereof, including Maintenance Modifications or Enhancements. SECTION 8 - MISCELLANEOUS 8.1 Entire Agreement. This Agreement, including Licensee's Request for Proposal (RFP), Licensor's Response to said RFP, appendices, addendmn, 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 bound by any warranty, statement, or representation not contained herein. In the event of any conflict in the terms and conditions, the docmnents shall control in the following order: I. 2. 3. TIlis Software Licc"llse and Use Agreement; Licensor's Response to licensee's Request for Proposal, if applicable; Licensee's Request for Proposal, if applicable. 8.2 No Assignment. Licensee shall not sell transfer, assign, or subcontract any right or obligation hereunder without the prior written consent of Licensor. Any act in derogation of the foregoing shall be null and void; provided, however, that any such assignment shall not relieve Licensee of its obligations under this Agreement. 8.3 Force Majeure. Excepting provisions of this Agreement relating to payment of license fees, and protection of licensor's Proprietary Information, neither party shall be in default of the terms hereof if such action is due to a natural calamity, or similar causes beyond the control of such party. .. ...."."T~. ~ ~ .. ATTAC.!jMENT A Page of I h , Licensed Program for license fees, training charges, and other related service fees and charges as specified elsewhere in this Agreement. c. 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 use. 9.2 Fees and Charges. Licensee shall pay Licensor annual support charges for basic support for the Licensed Program based on an annual rate deteIDlined by Licensor for each Support Agreement Term, and the amoWlts listed in the Support Basis column of Exhibit "A". Licensor reserves the right to change its support rate at the beginning of each Support Agreement Term, provided that no such change shall be an increase of greater than 1 0% of the support rate for the prior year. , ..l" All annual support charges are due and payable on or before the 1 at working day of each Support Agreement Term. Failure to make such payment shall constitute cancellation and termination of support by Licensee and no further service or support will be provided by Licensor. Charges for meals and incidental expenses associated with the delivery of support 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. Partial days (1/2 day or less) will be billed to the Licensee at one half the applicable rate. Other costs, including but not limited to air/trainJtaxi fare, lodging, car rentaJ.. parking, freight costs and reproduction charges incurred by Licensor, will be reimbursed by Licensee. Licensor shall have the right to charge a 5% administrative fee for all fees and charges specified in this Section. 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 hereWlder. Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes. 9.3 Licensee Responsibilities. Licensee shall be responsible 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 (I) install one copy of the Licensed Program. in the most current form provided by Licensor, in 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 Licensed Program, or make any copy, adaptation, transcription, or merged portion thereot: 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 ofuse granted to Licensee at the time of its delivery or on-site development. 9.5 Disclaimer of Warranty and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, .... ..""'"--_.'........_.."....._..... ...~. ,. _ .. '.__ _,_.._._.~__""'....,_~... ..~_"I. ..",..,......".."._~..>.,"'_,->.w.+--.~_.,__..,.,"....._"'____ If. T'" 'f ATTACHMENT _A Page -L Of::::a;:::::: l.l__ 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 current Support Agreement Term, provided that at least 60 days' prior written notice is given to the other party; or 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. ;., '" [Licensor] By: Christw;er ~ ,~ll\ts ..(/ , n. Signature:.~ ,. ~ Title: Contract Administrator Date: e/lq {q~ [Licensee] By: Signature: Title: Date: .. .". "T~' .." t..... .t .,. ti n' o. o :::l I>> ::I. ... '" ~ 00 't". <:> <:> b <:> q;q;q;~q;q;q; ~ b <:> o b o ~~~~~~~ t::l a" ~ Ol n ~ o (;;" ti Q ~ ::l I>> 0' .... :::l :or I>> E. f:l ~. 'T1 t::.; g. n ... ... n ~ S ~ ... 0 ;s:: ~ '" :::l .... < '" ... ... f:l . s :;! ~ tI1 W ,;- ~. :::l S ~ W ... :::l I>> 'l:;> 3. .... .... , ... -2 n tI1 ~ (11 '" '" 0 to l[' g. ~ (11 .., .... (11 q; q; ~ q; . . . I q; ~ b <:> <:> '=> <:> q; ~ ~ ~ b <:> <:> '=> 0 . . . ATTACHMENT A Page~ of J"-:J fJ) n s. o n !'! <: <: ~ ~ <: <: <: <: ...... ...... tv V> ...... tv tJj C "0 ~ :I: 'T1 "0 'T1 ~ ~ ~ a S<" ~ 5' S' ... .... f:l l!.. ~ 0- 0 ~ n f:l t::: n '" ;s:: ;s:: f:l ~ ~ \Jl e; t::-: f:l f:l .... '" 0 ..; (11 n n ~ ~ '" lit ~ 0 (11 .., 0 @ ~ ~ ~ ~ :::l ~ S' s ~.... R 'V n "0 n -;:;: ~ .... jQ :J ;q en 0 n N 0 0- N ~ ~. ~ ;.? ~ ~ ~ ~ -;:;: a ~ lit 0 N .::; ~ 0 ~ R" :::;; S' ~ r2 8. n n O. 0 ~ :::j ;7' ~ ~ ~ 00 't". <:> <:> '=> 0 l.I> <:> ~ 0 q; q; ~ ~ ~ ~ ~ I ~ N l.I> <:> b . . I I I I <:> . ~ b <:> 0 '=> <:> ~ ~ ~ ~ ~ ~ ~ ~ 00 N l.I> <:> '=> I . . . . . <:> I "tl 8 ~ ~ o ... "! "tl fJ)8 n 0- ... c: c: 0 "Cl - ........~ ~w el. ~ ::l ;J. _. 0 ::l n fJ'Cl '" J!.~ '::':"0- ~tr:l ::t..c -g E. 1I"Cl 03 n g ~ ___c t:I:lfJ)O ~ c: g III "Cl '" -."Cl n ~o ::l"rl n n t::l ~ ;. ~ ~~ o 0 c: 0 ::l c: - g ~ ~~ ~ ;:.. ~ -. ~ ~ <::7-- ~~ f;,J ~~ ::r0l _. 0 .. 9-w "'d ~ 3. ~~ '" o ::l I ~ .... n fJ) n 3. o n Ol ~ o e. T~ ...,....."'.~.,.~,._..._..^~~,.__,___~.-',_',..........-""'-,.c"'.,.O""',...~""-"..................... ~... t _,_-.... ATTACHMENT ---L1.- Page -LQ.. of I (it Exhibit B BILLING/PA YMENT SCHEDULE · ,:/)n 'E#~!idiili:;: ::::~ilii.f!afted ( '. ':,'ltf:lt;QECU~j' $4,250.00 Pa oll 5.0 Data File Conversion Services- (Estimate _ See Exhibit D) Onsite Services ~' , -..--y- '.... ,,- $4,000.00 $4,250.00 $4,000.00 +"~~ .,_. ._.U_,,_',m~_'''''_''',_,,_,,____,,-,-, '''*''-''-'.'''''~"''-''''~''''--'"^-'~ '.... ATTACHMENT ---A- Page..Ll- of I ~ Exhibit C DATABASE SOFTWARE, TOOLS (Not A /icab/e) '..:- ..... "'-'-y-" _.~".".__ ""1--'-'--- .,-..1-,.. "_. ,_.,.,._...".,,_,,_. ...~...' "',.~___"".."~'--'-""~._. "._. "'-~.~.,'., k,._'~'"'~"',,,o,,_,~,,,, , - ., t I Exhibit D SERVICES ATTACHMENT -L4 Page~ of I~ Enhancements, Consultin2:/Mana2:ement, Travel, Expenses - Based on Licensor's perception of the enhancements, consulting/management, travel and expenses required by ~icensee at the time of execution of this 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 anyone 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, due and payable as such services are delivered to Licensee regardless of whether or not such services have been delivered in their entirety. Onsite Services Traioio1!, Installation, and Setup - All training is to be administered in either a)'train the trainer' fashion; or b)seminar or 'group' fashion; to maximize the usefulness of time and resources. The training costs herein assume that training is to be provided on-site in the Licensee's offices and that the Licensee can provide suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by the parties. The training, installation, and setup specified herein is intended to provide a maximwn of four (4) 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 ofacccptance 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 assmne 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 minimwn 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. .. "....,-....."........ -"...,.~.~~..."._~..~ .'" ATTACHMeNT~ Page..L2L of J~ . Exhibit E THIRD PARTY SOFTWARE (Not Applicable) '..l" .... -'''T~''''.''..'''' +., ... ...,....-. "..'. ....." ".~.,,,._,.,.._",.;,,,,,,,.,".,.....,,,~_......-...-,..............,,,,,,,,",,,,,:,,-,,,,,,,,,,,,,,,,_"" .. A. Exhibit F DATA CONVERSION ATTACHMENT A Page..L!:L of I h il'-, 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 of 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 ofa single-pass eventib 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 presenled lothe 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 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 to 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 onethe hours/cost estimate provided below. An annual support up charge of 10% shall be added to the Licensor's basic annual support charge for each such Sub-agency authorized below. Applicatioll.Module. ......... Hotll'$~.s.timate Cost Estimate Payroll 5 .0 40 $4,000.00 Total Estilllate 40 $4,000.00 .. "."T~'. .._~.........._",,,...,.,,~,---.......-~-~, Exhibit F DATA CONVERSION (continued) ATTACHMJ:NT~ Page -1..S:.. of J ~ Authorized Sub-Ae:encies. The following are considered allthorized Sub-agencies of this Agreement and Licensee is authorized to use the Licensed Program and Licensed Documentation on Licensee's premises for the purpose of supporting the internal business practices of the named Sub-agencies. None Authorized , .." T" --y- - ATTACHMENT )~ Page -1.Ia.- of _ 1 Exhibit G COMMITTED MODIFICATIONS Licensor agrees to provide the modifications to-the Licensed Program as further described below for the estimated prices shown: Item" Number .....- '--y-' ...