HomeMy WebLinkAboutContract CAG-18-136
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Intellectual Property License Agreement(Agreement),made and entered into effective as of the last
date below,by and between the City of Shoreline,a Washington optional municipal code city
("Shoreline")and the City of Renton, a Washington optional municipal code city("Renton"), the two
parties being collectively referred to as the"Parties" in this Agreement.
RECITALS
WHEREAS, the City of Bellevue(Bellevue) owns all right,title and interest in the Praxis software and
has entered into separate non-exclusive Content license agreements (Content Licenses)with Renton and
Shoreline to allow them to use the software development code(Content)for Praxis and the other
applications and intellectual property assets related thereto; and
WHEREAS, Renton has created certain modifications and/or adaptations of the Content(Renton
Modified Content)that Shoreline is interested in utilizing,with the knowledge and acquiescence of
Bellevue; and
WHEREAS, Shoreline desires to formally obtain,utilize and further modify the Modified Content from
Renton(Shoreline Modified Content) and the other applications and intellectual property assets related to
the Content; and
NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein, it is
mutually agreed as follows:
AGREEMENT
1. Renton delivers to Shoreline the Content described in SCHEDULE A(including but not necessarily
limited to the Content and Renton Modified Content and related source code, object code, documentation,
instructions and build files)and content and data contained.
2. Shoreline shall pay to Renton fifty percent(50%) of the total of Renton's unique costs related to the
Renton Modified Content of the license,implementation, and customization of the Content to the Renton
Modified Content(calculated after receipt of an itemized invoice outlining all unique costs); minus the
amount of Shoreline's additional unique costs related to its necessary and unique modification to create
Shoreline Modified Content(calculated after receipt of an itemized invoice outlining all such additional
unique costs).
3. Once Shoreline receives Renton's itemized invoice, Shoreline will reconcile the difference between
Shoreline's itemized invoice and Renton's itemized invoice as set forth in Section 2. Renton shall have
thirty(30) calendar days from receipt of the itemized invoice to review and seek modifications. Upon
expiration of said(30)days, unless an extension is agreed to in writing signed by both of the parties,
Shoreline shall submit payment of said invoice amount within said(30)days.
4. Shoreline and Renton will subsequently pay for each of their unique costs to maintain their respective
programs (Renton Modified Content and Shoreline Modified Content) and the Parties shall remain
individually responsible for their own associated costs within their respective facilities and content.
5. Each Party shall defend,indemnify, and save harmless the other Parties,their officers, employees, and
agents from any and all costs,claims judgments and/or awards of damages, for injuries and/or damage to
tangible property, arising out of or in any way resulting from each Party's own negligent acts or
omissions associated with the implementation and customizations of the Content serving the Parties as set
forth in this Agreement to the extent each Party is liable for such acts or omissions. In the event the
indemnified Party incurs any costs including attorney fees to enforce the provisions of this paragraph, all
such costs and fees shall be recoverable from the indemnitor.
6. This Agreement shall commence upon execution by the Parties and shall remain in effect until
December 31, 2018,and will automatically renew in one year increments. Subsequently, the agreement
may be terminated by(60)days written notice by either party to one another.
7. The parties agree that this Agreement is the complete expression of the terms hereto and any oral
representations or understanding not incorporated herein are excluded. Either party may request changes
to the Agreement. Proposed changes,which are mutually agreed upon, shall be incorporated by written
amendment or addendum to this Agreement.
Agreed to and executed this
J(j day of ;; 2018.
City of S eline / City of enton
By: By:
piA /bd., 0.
Denis Law, Mayor
Dated: 7.51)//t __ Dated: 7/ IZ/ ZO/g
Approved as t yo. /V/ Approved as to Form:
Shane Moloney, Renton City Attorney
Attest: p / 7 Z 0
J..on A. P.,th, City Clerk
C.) // O
4.
* _ SEAL J
"s
y "
✓✓//'//7'4 EDsEQ ``6�ti�`q•
SCHEDULE A
Praxis Software Intellectual Property Terms
Content:
Description and Functionality
Software development code for PRAXIS tax application,in the most current state after customizations
completed by Vladimir Martinov, agent of Daizy Logik, Limited Liability Company, including but not
limited to the following:
• Business license module, including license approval workflow
• Ability to add"paid"for current/active businesses with active registration
• Business license application and ability to change fields for permitting levels
• Penalty for'failure to obtain license' and license renewal penalty
• Ability to add regulatory license on business info screen
• Address verification by adding"search"feature that verifies with in-house GIS web service
• Apportionment codes for details of Service&Other apportionment calculation
• 'Add note/add comment' for every small change made bypass; adding note/comment only when
making change to information already in database,vs. when inputting new information
• Default for filing frequency: annual
• Interest schedule with 30-day grace period removed
• Tax return consolidation feature for multiple businesses with different locations and designating
"master"for filing
• Customized templated letters uploaded
• New reports(B&O Tax, Gambling, Utility, Treasury Receipt reports)
• Tax return printing in-house
• Business license printing in-house
• Business license renewal printing in-house
• Auto-approval of business licenses outside of city-limits