Res 1008 - Comp Softwe Eden Sys
COUNCIL BIll NO. 1238
RESOLUTION NO. 1008
A RESOLUTION APPROVING A COMPUTER SOFTWARE AGREEMENT WITH EDEN SYSTEMS,
INC. AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT.
WHEREAS, staff conducted a comprehensive evaluation of the
City's current computer system, and
WHEREAS, the evaluation concluded that, in the on-going attempt
to provide the best possible service to the citizens of Woodburn, the
current centralized computer system be replaced with a PC-based lAN system,
and
WHEREAS, the Woodburn City Council, at the meeting of July 9,
1990, pledged support of the computer system replacement, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into an agreement
with EDEN SYSTEMS, INC., for computer software.
Section 2. That the Mayor is authorized to sign said agreement,
a copy of which is attached hereto, on behalf of the City of Woodburn.
APPROVED AS TO FORM:
City Attorney
Date
--
For:
Passed by the Council
July 23, 1990
Submitted to the Mayor (Council President)
July 24, 1990
Approved by the Mayor (Council President)
July 24, 1990
Filed in the Office of the Mayor
ATTEST: !22a<. -;;::~
t1a ry Te~ant, Deputy Recorder
City of Woodburn, Oregon
July 24, 1990
Page 1
COUNCIL BIll NO. 1238
RESOlUTI ON NO. 1008
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EDEN SYSTEMS, INC. LICENSING AGREEMENT
CUSTOMER NAME
CUSTOMER
ADDRESS
CITY/STATE/ZIP
City of Woodburn, Oregon
270 Montgomery Street
Woodburn, Oregon 97071
THIS AGREEMENT is entered into by and between EDEN SYSTEMS, INC. hereinafter referred
to as "EDEN", and the City of Woodburn, Oregon, hereinafter referred to as -CUSTOMER".
WITNESSETH:
WHEREAS, EDEN has developed and owns a standardized, computer software package,
comprised of applications programs and documentation substantially matching the application
programs hereinafter referred to as "THE SYSTEM": and,
WHEREAS, CUSTOMER desires to acquire a non-transferable, non-exclusive license to use THE
SYSTEM from EDEN, and EDEN desires to grant such license to the CUSTOMER upon the
following terms and conditions.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements
contained herein, the parties agree as follow:
1 COMPONENTS OF THE SYSTEM
The components under this agreement are set forth in Exhibit "An attached hereto and by this
reference incorporated herein and shall be the required description of THE SYSTEM.
2 LICENSE
In accordance with the terms contained herein, EDENgrants to the CUSTOMER, and CUSTOMER
accepts from EDEN a non-transferable, non-exclusive license to use the current release of THE
SYSTEM along with any modifications to fit the CUSTOMER'S specific needs as identified
herein.
3 LICENSE FEE
CUSTOMER agrees to pay EDEN a license fee plus sales, use and/or excise taxes or similar
taxes which are assessed on account of this transaction, as well as travel and out-of-pocket
expenses, necessary modification, installation and training charges.
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CUSTOMER agrees to reimburse EDEN for amounts equal to any taxes, duties, tax penalties
or amounts levied or based on, or on payments due under this agreement, any license granted
hereunder, the transfer, use or distribution of licensed programs, or the program storage
media, exclusive of taxes based upon EDEN'S net income. In lieu thereof, CUSTOMER shall
provide to EDEN a tax or other levy exemption certificate acceptable to the taxing or levying
authority.
The charges for installation of the components of THE SYSTEM entitle the CUSTOMER to on
site assistance as required by the CUSTOMER from installation to a point agreed upon by the
parties where all components as spelled out in Exhibit "A" are in full operation and not
dependent on parallel operation to insure accuracy. Any further assistance provided at the
CUSTOMER'S request will be billed at the then gomg hourly rate plus travel and other out-
of-pocket expenses.
The charges for copying of THE SYSTEM onto CUSTOMER'S computer is included in the license
fee for each software product. Any further assistance provided which is not covered in Exhibit
"A" will be billed at EDEN's then going hourly rate plus travel and out-of-pocket expenses.
EDEN will not be obligated to provide assistance for any problems encountered by CUSTOMER
as a result of the hardware or operating system, and It makes no warranty, either expressed
or implied, as to the hardware or operating system supplied by the hardware manufacturer
nor to the specific applicability of EDEN software to fit the needs of the CUSTOMER.
4 SYSTEM REPLACEMENT
THE SYSTEM is licensed for use on DOS/PC LAN/Novell. Following the delivery of THE
SYSTEM, in the event the CUSTOMER installs computer hardware to replace this equipment
and requests a version of THE SYSTEM for use therewith, EDEN will deliver such a system
version if such is at that time supported by EDEN and is then being offered by EDEN for use
with new hardware and operating system Installed by the CUSTOMER.
The parties agree they shall execute a new license agreement covering such replacement prior
to the replacement, and that the license and service fees then being charged by EDEN for such
system version shall apply.
In the event of such a system replacement, the CUSTOMER agrees to promptly return to EDEN,
THE SYSTEM and all system documentation licensed to the CUSTOMER pursuant to this
agreement.
5 TITLE TO SYSTEM: PROTECTIVE COVENANTS
CUSTOMER acknowledges that THE SYSTEM, system documentation including modifications,
supplements and alterations thereto supplied by EDEN or by CUSTOMER are owned by EDEN:
Eden Systems, Inc.
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that neither legal nor equitable title to THE SYSTEM passes to the CUSTOMER under this
agreement; that THE SYSTEM constitutes a valuable asset and trade secret of EDEN; and that
any information in connection therewith is confidential.
ACCORDINGLY, CUSTOMER agrees as follows:
THE SYSTEM shall be used only at the computer center of the CUSTOMER, located at the
address listed in this agreement, and shall not be used at any other computer center or facility
of the CUSTOMER or of any other person or entity.
This restriction shall not prohibit the CUSTOMER from moving the entire system to another
location, in the event of an emergency, or in the event of a permanent move or transfer, so
long as the CUSTOMER delivers to EDEN prior written notification and certification that THE
SYSTEM shall be used solely at the new location.
CUSTOMER shall not, and shall require its employees not to, without prior written permission
from EDEN, sell, lease, assign, transfer, sublicense, permit the duplication, reproduction or
copying, or otherwise make available for any purpose, for any type of consideration THE
SYSTEM or any part thereof or any informatIOn pertaining thereto, to or by any person or
entity whosoever except for the regular backup of THE SYSTEM for protective and recovery
purposes.
CUSTOMER shall not, and shall require its employees not to, offer or make available to any
person or entity whosoever, either gratuitously or for consideration any modification to THE
SYSTEM which may be designed by CUSTOMER, nor shall CUSTOMER or its employees com-
municate to any such person or entity any information in connection therewith.
CUSTOMER agrees not to alter nor remove any details of ownership, copyright, trade mark or
other proprietary right connected with THE SYSTEM or its use.
CUSTOMER agrees to take all appropriate action to insure that the obligations contained in
this paragraph shall be fulfilled.
CUSTOMER agrees and acknowledges that the damage suffered by EDEN by virtue of the
violations by CUSTOMER of any of the provisions of this paragraph shall be difficult to ascertain.
Accordingly, CUSTOMER agrees that in the event it should violate, or permit to be violated,
any of the provisions of this paragraph, it shall pay to EDEN for each such violation, as monetary
damages and not as a penalty, an amount equal to the license fee specified herein, or the total
amount of compensation received by the customer as a result of such violation or permitted
violation whichever is greater, but no payment of damages by the CUSTOMER shall relieve
CUSTOMER from any of its obligations under this agreement, nor affect any other remedies
of EDEN, including the right to injunctive or other equitable relief.
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6 REMEDIES OF EDEN
Upon failure of CUSTOMER to pay any sums due hereunder when due, or upon breach by
CUSTOMER of any of its covenants or agreements contained herein, and without prejudice to
any other rights EDEN may have hereunder or at law or in equity for money damages and/or
injunctive or other equitable relief, EDEN shall have the right, at its option, to immediately
terminate this agreement and to retrieve within thirty (30) days from CUSTOMER, THE SYSTEM.
system documentation, backup or archival copies of THE SYSTEM and all other property, and
the CUSTOMER shall cease any and all use of THE SYSTEM.
CUSTOMER further agrees in the event of such termination to provide written certification of
such action and allow EDEN to inspect CUSTOMER'S operations to determine that THE SYSTEM
is no longer present or in use.
7 EXECUTION BY EDEN
This agreement shall not be binding until the same has been executed by an officer of EDEN.
8 EXPENSES AND COST OF COLLECTION
Either party shall have the right to collect from the other party reasonable expenses and
attorney fees in connection with the enforcement of any rights or remedies hereunder. Any
monies not paid hereunder when due shall bear interest at the rate of 1 and 1/2 percent per
month from the due date until paid.
No failure of either party to demand when due any rights or monies hereunder shall be deemed
a waiver by that party of the obligation of the other party to such right or sum.
9 GOVERNING LAW
This agreement and all performance hereunder shall be governed by and construed in
accordance with laws of the State of Washington.
10 WARRANTY AND LIMITATION OF LIABILITY
EDEN WARRANTS TIlAT THE SYS1EM WILL PERFORM FREE OF ERROR FOR
A PERIOD OF ONE YEAR FROM TIlE DATE OF INSTALlATION. WARRANTIES
WILL BE HELD IN FORCE ON ALL APPLICATION PROGRAMS EXCEPT FOR
TIlOSE PROGRAMS MODIFIED BY CUSTOMER EMPLOYEES.
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CUSTOMER AGREES THAT ANY LIABILITY OF EDEN FOR LOSS, DAMAGE, COST
OR EXPENSE WHATSOEVER TO CUSTOMER ARISING FROM ANY BREACH OR
DEFAULT BY EDEN OF ANY WARRANTY, COVENANT, AGREEMENT OR
UNDERTAKING HEREUNDER SHALL BE LIMITED TO ACTUAL DAMAGES
INCURRED BY CUSTOMER, BUTTHATIN NO EVENT SHALL THE AGGREGATE
OF SUCH LIABILITY EXCEED THE LICENSE FEE SPECIFIED HEREIN, NOR
SHALL ANY SUCH LIABILITY INCLUDE ANY CONSEQUENTIAL DAMAGES
WHICH MAYBE SUFFERED BY CUSTOMER.
11 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties hereto and supersedes
all prior understandings and agreements between the two parties, whether oral or written,
and this agreement may not be modified or altered except by a subsequent, written instrument
duly executed by both parties.
Further, CUSTOMER represents and warrants that in executing this agreement CUSTOMER
does not rely on any promises, inducements or representations made by EDEN with respect
to this agreement or any other business dealings with EDEN, now or in the future with the
exception of the consideration cited herein.
12 PAYMENT/IMPLEMENTATION SCHEDULE
EDEN shall have the right to bill the CUSTOMER for the entire amount related to any software
product or service herein, including installation, training and other fees which may have been
otherwise provided at no charge, if CUSTOMER is responsible for delay of installation of such
software product or service beyond any agreed upon delivery and installation date. The billed
amount will be immediately due and payable.
13 BACK-UP COPIES
CUSTOMER shall have the right to make a single back-up copy of THE SYSTEM on magnetic
media. No other copies shall be authorized under this agreement without written authorization
from EDEN.
14 SOURCE CODE
EDEN agrees to maintain a copy of the source code for THE SYSTEM in EDEN'S offices.
If THE SYSTEM is covered under a separately executed and current software support agreement
between EDEN and CUSTOMER, the source code and related documentation is to be released
to CUSTOMER within thirty (30) days of the occurrence of anyone of the following events:
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(a) EDEN ceases to do business;
(b) EDEN declares bankruptcy or seeks protection under bankruptcy laws;
(c) EDEN is forced into bankruptcy by its creditors.
15 PAYMENT SCHEDULE
Upon Execution of agreement
Upon Initial Setup of System
As Incurred
Upon Installation of Each
LIcensed Software Module
40% of total license fees
40% of concurrent user fees
Any applicable taxes
60% of concurrent user fees
Applicable travel and out-of-pocket
expenses
Applicable training and installation
charges
Applicable travel and out-of-pocket
expenses
Applicable training and installation
charges
Modification charges
60% of software module license fee
Any applicable taxes
Prorated software support
Any remaining modification charges
Any remaining travel and out-of-
pocket expenses
Any remaining training and installation
charges
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by
their respective duly authorize epresentative.
CUSTOMER'
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EXHIBIT "A"
Product or Service License Fee Modification Accepted by
City
General Ledger 2,995 ( X )
Budgeting 2,955 ~ X ~
Interface with Utility Billing 1,50( X
Accounts Payable 4,99 ( )
Ability to support recurring
invoices for generation of
automatic payments and expense 1,500/
distribution ( )
CAFR Reporting 2,995 ( )
Accrued Payables 1,65( ( )
Distributed Purchasing 4,99~ ( X )
Fixed Assets 1,99~ ( X )
Add text fIle for unlimited text
description 1,99. ( )
Summary report of insurance value X
by building 45< ( )
Special Assessments 3,99~ ( X )
Special handling, fIre hydrant
and other temporary usage 1,50( ( )
AIR Cash Receipting 2,995 ( )
Ability to suppress printing of
statements with a zero balance ~ ( )
Accounts Receivable J oumal
contains account number 60( ( )
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Product or Service
Utility Billing
Provide fields for tax accounts,
zone code, fire protection meter
size code for future use
Provide Utilicorder control
number
Allow proration for exact number
of days for closures and in-
coming customers
Calculate average bill if
reading is not entered due to
meter reading problem
Ability to produce opening and
final billings for partial
periods
Month end summary report showing
l)dollars in arrears, 2)Current
water charges, 3)Current sewer
charges, 4)Current special
charges, 5)Total charges, 6)Cubic
feet of water consumption
Printing of door hangers with
same information as required
for printing of bills
Printing of custom bills
Printing of custom delinquent
notices
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License Fee Modification
5,99
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( X )
( X )
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( X )
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EXHIBIT "A"
Product or Service License Fee Modification Accepted by
City
Utility Billing (continued) 3Q( ( )
Printing of custom meter sheets
Printing of BAR coding on bill J.5( ( )
Suppression of credit balance J.5(
on custom bill ( X )
Hand Held Interface to Radix 3,99~ ( X )
Payroll/Personnel 4,995 ( X ~
Generate time sheets 75( (
Budget Salary Worksheets 2,99 ( )
Position Control 3,99 ( )
Report Writer 3,()()( ( X )
Data Dictionaries (Report Writer) 1,500 ( X )
Review of Court Design Document 3,75l ( X )
Cash Register Receipting:
Equipment 3,84 ( )
PC with hard disk (1,500)
Cash drawer (400)
Receipt printer (1,395)
Reader wand (500)
Cabling (50)
Software 5,5()( ( )
Cash control software (2,500)
Eden software i'face (2,500)
Bar code feature (500)
Training 7()( ( )
Automated conversion 6,()()( ( X )
Accepted Subtotal ( )
(Total of all accepted items)
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