HomeMy WebLinkAboutContract CAG-98-163
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 of Renton,(hereinafter"Licensee"),a government
organization having its principal offices at 1055 South Grady Way,Renton,WA 98055.
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
terns 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 InForumTm InForum Go1dT"} or
Command Series TMincluding object code,as well as related procedural code,and documentation of any type which
describes it. Licensee shall receive the initial version of InFonum Gold Tmfor Payroll/Benefits/Position Control at no
additional license fees.
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 significant new fimctions 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 fimdional 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 Documentation
that correct Errors.
1.7 "Specifications." The fimctional 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 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)or PDT(Pacific
Daylight Time),whichever is applicable,on the days Monday through Friday,excluding regularly scheduled
holidays of Licensor.
1.10"Releases." New versions of the Licensed Program,which new versions may include both Error Corrections and
Enhancements.
1.11"Support Agreement Term." A fiscal year,commencing on January 1 acid ending on December 31,during which
certain support and services are provided subject to the terms and conditions set forth in Section 9,Software
Support.
SECTION 2-GRANT OF LICENSE
2.1 Scope of License. Subject to compliance by Licensee with the terms hereof,Licensor hereby grants to Licensee,in
perpetuity unless terminated as provided herein,a personal,non-exclusive,nontransferable license(without the
right of sublicense),to:
a. Install,use,and execute the Licensed Program on computers own,d or leased and used by Licensee at its
facilities at 1055 South Grady Way,Renton,WA 98055 and is lio✓nsed for use on a single host system for
up to fifteen(15)concurrent users,for the sole and express purpo:;e of supporting the internal business
activities of Licensee;and
b. Use the Licensed Documentation only in conjunction with installation and use of the Licensed Program.
2.2 Delivery of Materials. Licensor shall deliver one copy of the Licensed Program and Licensed Documentation to
Licensee within a reasonable time following final execution of this Agreen Lent.
2.3 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,including,tart not limited to, Operating Systems,C-
Compilers,ODBC Drivers and TCP/IP. The acquisition of necessary licenses and support for this software shall be
the sole responsibility of Licensee. Licensee acknowledges that Licensor software support does not cover third party
software unless otherwise specified.
2.4 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 Licensee Maintenance 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 License,and will not be distributed or
otherwise made available to any third party other than Licensor.
2.6 Availability of Licensor Enhancements. Licensor agrees to offer to Licensee a license to Enhancements'that
Licensor develops and offers generally to licensees of the Licensed Program at its announced license fees for such
Enhancements.
2.7 Licensee Notification and Delivery of Materials. Licensee shall notify 2nd deliver to Licensor one copy of any
Maintenance and Enhancement Modifications developed by Licensee within a reasonable period after development.
f ,
SECTION 3 TITLE TO 1ViA`f'ERIALS
3.1 Title to Licensed Program and Licensed Documentation. All right,title,and interest in and to the Licensed
Program and Licensed Documentation,including the media on which the same are furnished to Licensee,are and
shall remain with Licensor. Licensee aclmowledges that no such rights,title,or interest in or to the Licensed
Program and the Licensed Documentation is granted under this Agreement,and no such assertion shall be made by
Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed Documentation as
set forth herein,which right of use is not coupled with an interest and is revocable in accordance with the terms of
this Agreement.
3.2 Title to Enhancements and Maintenance Modifications;Restrictions on Use,Disclosure,Access,And
Distribution. All right,title,and interest in and to any Enhancements and Maintenance Modifications developed
by either Licensor or by Licensee shall be and remain with the Licensor. Licensee shall treat all such
Enhancements and Maintenance Modifications,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 License Fee. In consideration of the licenses granted hereunder,Licensee shall pay Licensor a one-time license fee
as well as other associated costs as further defined in Exhibit A,attached hereto.
4.2 Support Fee. Software Support is subject to the terms and conditions of Section 9,Software Support,and may be
offered,at the Licensoe's sole option,on a year by year basis.
4.3 Per Diem. Charges for meals 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 maxunum 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 becoming over 30 days past
due.
4.5 Payment. The License fee set forth herein shall be paid by Licensee according to the payment schedule set forth in
Exhibit B.
The fees and charges specified in this section are exclusive of any federal, state,or local excise,sales,use,and
similar taxes assessed or imposed with respect to the service and support provided hereunder. Licensee shall pay
any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes.
SECTION 5-PROPRIETARY PROTECTION OF MATERIALS
5.1 Acknowledgment of Proprietary Materials; Limitations on Use. Licensee aclmowledges 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 reasonably 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 Licenser's
s
receipt of such copy in which to seek an order restraining the Licensee front disclosing the Licensed Program and
Documentation pursuant to such public records request.
If Licensor does not obtain a restraining order within such period of time,licensee may disclose the Licensed
Program and Licensed Documentation pursuant to such public request as Licensee deems appropriate.
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as
permitted hereunder,Licensee shall require that the Licensed Program and Licensed Documentation be kept on
Licensee's premises which shall be maintained in a manner so as to reasonably preclude unauthorized persons from
gaining access thereto,and Licensee shall permit access only as necessary 1br 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 reproducti ins are for the private internal use of
Licensee,and all such reproductions bear Licenser'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 Documentation to such personnel of Licensee as are directly invdIved 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 I i.censed 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 manner inconsistent with the provision of this Agreement may cause
Licensor irreparable damage for which remedies other than 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 i iot appropriate under the circumstances.
5.6 Technical Protections. Licensor may from time to time prescribe password protection as an additional security
measure to prevent unauthorized access for the Licensed Program,and Licrosee shall cooperate with Licensor in
connection therewith.
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 attempt to 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-LBWED WARRANTY,LIMITATION OF LIABILITY,AND INDEMNITY
6.1 Limited Warranty Against Infringement. Licensor warrants that the Li;eased 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 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.
F
6.3 Exclusive Remedy. As the exclusive remedy of Licensee for any ndii&iformity or defect constituting an Error in
the Licensed Program for which Licensor is responsible, Licensor shall use commercially reasonable efforts to
provide Maintenance Modifications with respect to such Error. However,Licensor shall not be obligated to correct,
cure,or otherwise remedy any Error in the Licensed Program resulting from any(1)modification of the Licensed
Program by Licensee,or(2)failure of Licensee to notify Licensor of the existence and nature of such nonconformity
or defect promptly upon its discovery.
6.4 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN,LICENSOR MAKES NO WARRANTIES,
WHETHER EXPRESS OR IMPLIED,REGARDING OR RELATING TO THE LICENSED PROGRAM OR
LICENSED DOCUMENTATION OR TO ANY OTHER MATERIALS FURNISHED OR PROVIDED TO
LICENSEE HEREUNDER. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID
MATERIALS OR THE USE THEREOF.
6.5 Limitation of Liability. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM CLAIMS OF
INFRINGEMENT OF THIRD-PARTY RIGHTS IN THE UNITED STATES IN COPYRIGHT,TRADE SECRET,
OR PATENT,IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CLAIM,DEMAND,OR ACTION
ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR LACK THEREOF UNDER THIS
AGREEMENT FOR ANY SPECIAL,INDIRECT, EXEMPLARY,OR CONSEQUENTIAL DAMAGES,
WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM,DEMAND,
OR ACTION.
6.6 Licensee Indemnification. Licensee shall and does hereby agree to indemnify,hold harmless,and save Licensor
from liability against any claim,demand,loss or action(1)resulting from Licensee's use or modification of the
Licensed Program and Licensed Documentation and(2)alleging that any Maintenance Modifications made by
Licensee infringe any third party rights in the United States respecting copyright,trade secret,or patent. The
foregoing indemnification is predicated upon Licensor(1)folly 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 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 patty
rights in the United 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
for which indemnification is
sought.
Licensor prompt written notice of any claim,demand,or action o out
6.8 Survival of Terms. The provisions of Sections 6.1 through 6.7 shall survive termination of this Agreement for any
reason.
SECTION 7-TERM AND TERNIINATION
7.1 Term. This Agreement shall commence on the date and year contained herein and shall continue until terminated
in accordance with the terms thereof.
7.2 Termination by Either Party. Either party may terminate this Agreement upon 60 days written notice to the other
party if the other party commits a breach of any term hereof and fails to cure said breach within that 60-day period.
Such notice shall set forth the basis of the termination.
7.3 Actions Upon Termination. Upon termination of this Agreement for any reason,Licensee shall immediately cease
use of,and return forthwith to Licensor,the Licensed Program and Licensed Documentation,and any copies or
portions thereof,including Maintenance Modifications or Enhancements.
i
I
SECTION 8-MISCELLANEOUS
8.1 Entire Agreement.This Agreement,including Licensee's Request for Proposal(RFP),Licensor's Response to said
RFP,appendices,addendum,and referenced attachments,incorporated her(in 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
documents shall control in the following order:
1. This Software License and Use Agreement;
2. Licensor's Response to Licensee's Request for Proposal,if applicable;
3. 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.
8A Governing Law. This Agreement shall be governed by and construed in a Vcordance with the laws of the state of
Washington. Venue will be deemed appropriate in the county of King,Washington.
8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,
the remaining provisions of this Agreement will remain in full force and of rect.
8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be made
in writing and delivered by hand or by certified mail,postage prepaid,addressed as fast set forth above or to such
other address as a party shall designate by written notice given to other part'.
8.7 Acceptance Testing. Within ten(10)business days of Licensor's notificat ion 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 whaher the Licensed Program operates as
described in the licensed Documentation.
8.8 Failure of Acceptance Testing,Retesting. If the parties agree that the Licensed Program does not successfully
pass Acceptance Testing,the Licensee shall notify Licensor in writing("first notice of failure")and shall specify
with as much detail as possible in which respects the Licensed Program famed 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 iirom the fast 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 ffe 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 n taterials to the Licensor,and Licensor
shall return all License Fees paid by licensee to Licensor.
8.9 Acts of Insolvency. The Licensee may terminate this Agreement by written notice to the Licensor if the Licensor
becomes insolvent,makes a general assignment for the benefit of creditors,suffers or permits the appointment of a
receiver for its business or assets,becomes subject to any proceeding under any domestic bankruptcy or insolvency
law or publicly announces liquidation proceedings.'
8.10 Insurance. During the term of this Agreement,licensor shall maintain an appropriate level of insurance against
all personal and property damage caused by Licensor's employees while on Licensee's premises and shall exhibit
certificates of evidence of such insurance upon request by Licensee.
8.11 Equal Opportunity Employer. Licensor shall not discriminate in its recruiting,hiring,promotion,demotion,or
termination practices on the basis of race,religious creed,color,national origin,ancestry,sex,age,or physical
handicap in the performance of this Agreement.
8.12 Year 2000 Statement. The Licensor warrants that all Licensed Programs supplied,as part of this contract by the
Licensor will be year 2000 compliant. Being year 2000 compliant means that dates on and after the year 2000 do
not cause computational problems nor do these dates diminish the fimctionality of the programs including,but not
limited to,century recognition,calculations that accommodate same century and multi-century formulas and date
values,year 2000 leap year calculations,and interface data that contain dates.
8.13 Primary Contact. The Primary Contact shall be the main point of contact for this project. The Primary Contact's
responsibilities include,but are not limited to project staffing,allocation of staff,timeline development,conflict
resolution,performance tracking and reporting,and general communications with the Licensee regarding project
status. In the event that Licensor assigns a new Primary Contact,licensee may either approve of the new Primary
Contact or request a different Primary Contact. Licensee may request a new Primary Contact at any time.
SECTION 9-SOFTWARE SUPPORT
9.1 Scope of Service. Licensor shall render support and services during Normal Working Hours for the following:
a. Telephone Support-Calls related to operation of the Licensed Program,reporting of a potential error
condition or abnormal termination of a program,or request for minor assistance related to the Licensed
Program;
b. Support Enhancements-Selected Enhancements,the nature and type of which shall be determined solely
by the Licensor. Such provision shall not preclude Licensor from providing other Enhancements of the
Licensed Program for license fees,training charges,and other related service fees and charges 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 determined by Licensor for each Support Agreement Term,and the amounts listed in the
Support Basis column of Exhibit"A". The amount due for the first Support Agreement Tern will be$7,567.50 for
those modules designated by having a support basis in the Support Basis column of Exhibit"A". Licensee
understands that other existing modules not included in this contract,but previously licensed and remaining in use
after this contract is signed,will add additional charges to the annual support charges. Licensor will charge only a
prorated portion of the support amount of each module within this license if Licensed Program is installed on a date
after January 1 of the first Support Agreement Term.
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 10%of the support rate for the prior year.
All annual support charges are due and payable on or before the I'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.
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.
9.3 Licensee Responsibilities. Licensee shall be responsible for procuring,installing,and maintaining all equipment,
telephone lines, communications interfaces,and other hardware necessary t o 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 program:,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,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 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 vrork,joined in the effort of its
development,or paid Licensor for the use of the work product. Licensee stall from time to time take any further
action and execute and deliver any further instrument,including documents of assignment or acknowledgment,that
Licensor may reasonably request in order to establish and perfect its exclusive ownership rights in such works.
Licensee shall not assert any right,title,or interest in such works,except for the non-exclusive right of use granted
to Licensee at the time of its delivery or on-site development.
9.5 Disclaimer of Warranty and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM
OR THE SERVICES TO BE RENDERED HEREUNDER,WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LE IITATION 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 execw;ed as set forth below.
[Licensor [Licensee]
By: C er try By: CITY OF R
Signature: Signature:
Title: Con Title: Jesse T ne r,. May Date: ( Date:
1 �
Attest:
Marilyn P terser, City Clerk
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Exhibit B
BILLINGIPAYMENT SCHED ULE
rvducetvi�e_M11-11"N. --P.M.M.N.M,112.1-TENTii,
-.111 dal
PayroMenefits/ $24,975.00 $24,975.00 $49,950.00
Position Control
Data Dictionaries $250.00 $250.00 $500.00
Database Server Setup $3,000.00 $3,000.00
Consulting/Management(Estimate-See $8,000.00 $8,000.00
Exhibit D)
Data File Conversion Services-(Estimate- $10,875.00 $10,875.00
See Exhibit E
Informix,tools $1,000.00 $1,000.00
Crystal Report Writer $1,000.00 $1,000.00
Onsite Services $25,000.00 $25,000.00
Sales Taxes-Estimate $4,510.70 $4,510.70
fish :$3 255,2250
Mai
Exhibit C
DATABASE SOFTWARE, TOOLS
auSe '
Upgradefr om Informix VS to V7 $1,000.00
Exhibit D
SERVICES
Enhancements,Consultinr Manar-ement,Travel,Expenses -Based on Liomsor's perception of the enhancements
(listed as Committed Modifications within Exhibit F),consulting/management,travel and expenses required by Licensee
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 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 1)shall be invoiced to Licensee by
Licensor;due and payable within thirty(30)days,as such services occur.
Onsite Services
Training,Installation,and Setup-All training is to be administered in either a)'train the trainer'fashion;or
b)seminar or`group'fashion;to maximize the usefulness of time and resources. The training costs herein assume that
training is to be provided on-site in the Licensee's offices and that the Licensee can provide suitable training room
facilities and make Licensee's personnel available on the dates and times agreed to by the parties.
The training,installation,and setup specified herein is intended to provide a maximum of twenty-five(25)days to
administer such services to licensee personnel and the need for additional servio es,as determined by the Licensee,will
be charged to the Licensee at Licenser's then-going hourly rate. Such additional services and the payment for same
shall be authorized via the Licenser'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 shat Licensor place the Licensed Program
on the Licensee's computer system named herein and make sure that the Licen:red Program will work with the operating
system provided. This will constitute`installation and setup'and will be perfrnmed 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 reasonable notice c f such cancellation,the Licensor may
charge the Licensee for the scheduled service and dissolve the liability for that;portion of the scheduled service.
Exhibit E
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 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 Licensoe's standard
conversion programs and database setup. The data conversion will consist of the magnetic data presented by Licensee
being passed through the Licensoe's conversion program 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 Licenser's conversion
program is complete and accurate,and any cost for services,third party and other costs associated with the need for
passes of the data outside the scope of the estimate shall be borne exclusively by the Licensee.
Should Licensee be unable,for any reason,to provide data in Licenser's prescribed formats,Licensee may request
assistance from Licensor in extracting legacy data and formatting it according to EDEN standards. Such services will
be billed to Licensee according to Licensor'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 on
the hours/cost estimate provided below. An annual support upcharge of 10%shall be added to the Licenser's basic
annual support charge for each such Sub-agency authorized below.
'rtu�tluec►re �tm2tte �tstate.
Payroll/Benefits/Position Control 87 $10,875.00
46
Exhibit E
DATA CONVERSION(continued)
Authorized Sub4zencies. The following are considered authorized Sub-agen;ies of this Agreement and Licensee is
authorized to use the Licensed Program and Licensed Documentation on Licem.ee's premises for the purpose of
supporting the internal business practices of the named Sub-agencies.
edlrs: -
_ .
None Authorized
i
Exhibit F
COMMITTED MODIFICATIONS
Licensor agrees to provide the modifications to the Licensed Program as further described below for the estimated prices
shown:
NezYnber _ _ _ ... ..
No Committed Modifications
4
EXHIBIT G
STATEMENT OF WORK
The purpose of this Statement of Work is to specify the services,training,techn ical requirements and other
implementation related terms which Licensor and the Licensee have estimated imd agreed to which is compliant with
the State of Washington payroll and retirement laws,rules and regulations.
TECHNICAL CONFIGURATION—The following configuration represents Licensor's recommended hardware
configuration. Licensee understands that if another configuration is chosen by:Licensee,it must first be authorized by
an authorized employee of Licensor.
Configuration 1—Recommended hardware configuration.
Product ID Quan. Descri tion
D6014A 1 HP NetServer LX Pro 6/200 Model 1 SW ual w/512MB)
Standard 4 HP 128-MB 60ns SAM Memory Module
Standard 1 HP NetServer Navigator for LX Pro
Standard 1 HP 12x Max CD-ROM Drive
Standard 1 Standard Hardware Warran :3 Year,On-Sit-,Next Business Day
Standard 1 HP NetServer Keyboard
Standard 1 HP Mini-DIN Mouse
Standard 1 1.44MB Floppy Disk Drive
Standard 1 LX Cable Kit
D4289A 5 HP 9.1GB Hot-Swap Ultra/Wide SCSI Hard Disk Drive 7200 RPM)
D2837A 1 HP 70 17"Color Monitor
D4943A 1 HP NetRAID Disk Array Controller(3 Chant Tel)
C1555B 1 HP SureStore DAT24I 24 GB
H5520A 1 HP Hardware SupportPack X/LXe,3 Year,Same D
3C905-TX 1 3Com Fast EtherLink XL 10/100 PCI Ada r
CC400-UW74-7.0 1 Unixware Media Kit
CC400-UW74-7.0 1 Umxware Departmental Edition includes hamses for 25 users
LA405-XX70-7.0 1 Unixware Development Kit
ROLES AND RESPONSIBILITIES-licensor requires there be a single point Df contact at the client site for the
purpose of coordinating both user-oriented and system level tasks. Licensee will provide a project team with an assigned
project manger. The team will be responsible for coordinating and directing Ia:censee's staff,reporting to Licensor the
status of the implementation from the Licensee's perspective,identifying any rt inured modifications,and insuring that
tasks assigned to Licensee personnel are completed by the task deadline.Licensee will also assign a system
administrator who will be responsible for establishing system security,backup,installation of software updates,
maintenance and security of modem activity,printers and other peripheral equipment
Licensee requires Licensor assign a specific project manager to the payroll project.The Liamsor's project manager will
direct the overall implementation effort and will work with the Licensee projec t team to facilitate the implementation
process.
HAPLEMENTATION SERVICES—Pursuant to this agreement,Licensor will provide implementation services to the
Licensee. Implementation services include,but are not limited to:data convert ion,modification programming,project
management,general consulting,hardware and software installation and confiuration,and training. The thirty-three
days of implementation services included in this agreement are initially apport Toned as follows,although the specific
number of days allocated to each task may vary depending on the circumstances of the implementation:
Licensor expects to administer on-site services according to the following schedule. Again,the actual number of days
spent on each on-site task may vary depending on the circumstances of the implementation. For training sessions;the
Licensee is responsible for providing a suitable training facility for end users. The ideal environment would consist of a
separate training room with workstations connected to the application for each attendee and the instructor,along with a
projection system capable of displaying the instructor's workstation screen so that it be visible to all attendees.
Service Tyft Duration(Days)
System Setup Setup/Training 2
Payroll Setup Setup/Training 4
Converted Data Review Setup/Tmining 2
Payroll Operations 1 Setup/Training 4
Payroll Operations 2 Setup/Training 4
'Live'Payroll Support Setup/Training 3
Advanced Payroll Operations Setup/Tmining 3
Report Writer Setup/Training 3
Total On-Site Services 25
R"LEMENTATION PREPARATION AND MONITORING-The Licensee and Licensor implementation team will
further define an implementation approach,schedule,training strategy,and final readiness prior to implementation. To
assist the Licensee in monitoring the on-going status of the project,the Licensee's project manager will report on the
progress of the implementation an a regular basis,and will attend,either in person or via conference call,status
meetings at a mutually agreed upon time and frequency.
DATA CONVERSION(See Exhibit E)—Licensor will utilize its standard data conversion process in order to convert
the payroll data from the Licensee's legacy system into the new system. The standard data conversion process is
detailed in a separate document titled InForum Payroll Conversion Specifications,incorporated herein by reference.
That document details the specific payroll data items converted,the responsibilities of the two parties during the
conversion process,and the required formats for the legacy data. It is the responsibility of the Licensee to extract data
from the legacy system into the specified format.
SOFTWARE INSTALLATION-Prior to installation of the software the Licensee will complete a database
questionnaire and review forms for any modifications. Licensor will configure the Licensee's hardware,install the
operating system and database engine,install the payroll application,and perform a final system test prior to delivering
the system to the Licensee. Licensor will assist with the integration of the new server into the Licensee's network. In
addition,Licensor will migrate the Licensee's existing InForum Financial application currently running on the HP 9000
computer to the new server as part of the system installation process.
ACCEPTANCE CRITERIA AND FINAL PAYMENT—Final payment for the system will be released upon
demonstrated compliance with the following acceptance criteria:
1. Parallel testing against the current legacy system for two payroll cycles. The new system should produce net
paychecks and required regulatory reports that are identical in content to those produced by the existing system.
The Licensee acknowledges that small variations due to rounding errors are likely during this phase which do not
materially affect the performance of the system nor should these rounding errors be cause for the Licensee to
withhold final acceptance of the software.
2. Successful import of timesheet data from the Kronos timekeeping system. The new system should demonstrate the
capability to successfully import payroll activity from the Kronos timekeeping system being installed by the
Licensee. Such import will be accomplished using the method and format described in the document titled Import
e
Specifications for Payroll Timesheet Activity,incorporated herein by reference. The Licensee agrees that should
Kronos or its agents be unable to provide timesheet data in the specified fc!rmat according to the mutually agreed
upon implementation schedule,Licensor will have satisfied this acceptance criteria item.
M'LEXIENTATION PLAN—The implementation plan detailed below presents major milestones during the project,
and approximate starting dates for the milestones. The Licensee recognizes that the start dates provided as part of this
implementation plan are approximate and are based on several factors,including the date the contract is executed and
the availability of Licensor resources.
Major Milestone Start Date
Contract execution 12/31/98
Project Kickoff Meeting;commence project management 1/15/99
Hardware ordered 1/1/99
Hardware and database configuration; 1/21/99
application software installation
Hardware and software delivery
Training,data conversion,testis 2/1/99
Payroll application running el 5/1/99
Payroll application running`live' 6/1/99
Report Writer running live 611/99
Total