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03-034.00 Eden SystemsSpokan Gley Contract No. COQ- 4 Approved: April 22, 2003 systems 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 507 Industry Drive; Tukwila, Washington 98188, and the City of Spokane Valley, Washington, (hereinafter "Licensee"), a government organization having its principal offices at 11707 East Sprague Avenue, Suite 106, Spokane Valley, Washington, 99206. Licensor desires to grant to Licensee, and Licensee desires to acquire from Licensor a non-exclusive, non- transferable right and license to use certain computer software as hereinafter defined. Both parties agree they are able to comply with and will satisfy the terms and conditions as set forth in this Agreement. Both parties, intending to be legally bound, agree to the following: SECTION 1 - DEFINITIONS The definition of terms set forth in this section shall apply when such terms are used in this Agreement, its exhibits, and any amendments: 1.1 "Licensed Program." The computer program specifically identified within the Exhibits herein as applications within the 1nForum Gold product line, including object code, as well as related procedural code, and documentation of any type which describes it. 1.2 "Licensed Documentation." The system and other documentation made available by Licensor, for the Licensed Program. 1.3 "Enhancements." Changes or additions, other than Maintenance Modifications, to the Licensed Program or Licensed Documentation that add significant new functions or substantially improved performance thereto by changes in system design or coding. 1.4 "Error." Problem caused by incorrect operation of the computer code of the Licensed Program or an incorrect statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect actions to occur. 1.5 `Error Correction." Either a software modification or addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the Licensed Documentation, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Licensee of such non -conformity. 1.6 "Maintenance Modifications." Modifications or revisions to the Licensed Program or Licensed Documentation that correct Errors. 1.7 "Specifications." The functional performance parameters of the Licensed Program effective on the date of this Agreement, as set forth in Licensed Documentation. 1.8 "Proprietary Information." Unpublished "know-how" and "trade secrets" which shall include, without limitation, computer programs, program designs, algorithms, subroutines, system specifications, test data, charts, graphs, operation sheets, and all other technical information, owned by Licensor or under its control, relating to the development and production or use of the Licensed Program and the design, configuration, programming, and protocol of the Licensed Program. 1.9 "Normal Working Hours." The hours between 5AM and 5PM Pacific Time, on the days Monday through Friday, excluding regularly scheduled holidays of Licensor. 1.10 "Releases." New versions of the Licensed Program, as specified by Licensor, which new versions may be prompted by Error Corrections and/or Enhancements. 1.11 "Support Agreement Term." A fiscal year, commencing on January 1 and ending on December 31, during which support and services are provided subject to the terms and conditions set forth in Section 9, Software Support. License Agreement Page 1 04/16103 CO3-34 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 owned or leased and used by Licensee at its facilities, for up to the number of concurrent users specified in this Agreement in Exhibit A, for the sole and express purpose of supporting the internal business activities of Licensee; and u. 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 Agreement. 2.3 Minimum Hardware and Software Requirements. Licensee acknowledges that in order to be executed, Licensee's computers must meet or exceed the minimum published hardware, software and communication requirements for the Licensed Program. Licensee agrees such requirements are subject to change, and that future versions of the Licensed Program may have different hardware and software requirements than those presently in effect. The acquisition of necessary hardware and software meeting the requirements then in effect shall be the sole responsibility of Licensee. Licensee acknov.1edges that Licensor software support does not cover third party software unless otherwise specified. 2.4 Necessity for Third -party Software. Licensee acknowledges that in order to be executed, the Licensed Program requires certain third -party software not provided by Licensor. The acquisition of necessary licenses and support for this software shall be the sole responsibility of Licensee. Licensor will provide specifications for this third -party software upon request of Licensee. Licensee acknowledges that Licensor software support does not cover third party software unless otherwise specified. 2.5 Assignment of Rights in Licensee Maintenance Modifications and Enhancements. All right, title, and interest in all Maintenance Modifications and Enhancements developed by Licensee during the term of this Agreement remains with Licensor. Licensee agrees that such Maintenance Modifications and Enhancements shall be used by Licensee, and will not be distributed or otherwise made available to any third party other than Licensor. 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 according to the terms under Section 9.1.b. 2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of any Maintenance Modifications and Enhancements developed by Licensee within a reasonable period after development. SECTION 3 - TITLE TO MATERIALS 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 acknowledges that no such rights, title, or interest in or to the Licensed Program and the Licensed Documentation is granted under this Agreement, and no such assertion shall be made by Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in 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 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 Software Support. Software Support is subject to the terms and conditions of Section 9, Software Support, and may be offered, at the Licensor's sole option, on a year by year basis. 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 License Agreement Page 2 04/16/03 expenses allowed fc ensee's locality as specified in 41 CFR Section 301 Appendix A c ; code of Federal Regulations. 4.4 Other Costs. Other costs, including but not limited to air/train/taxi fare, charges for reasonable and normal travel time to and from the Licensee site, parking, freight costs, reproduction charges, and other incidental expenses incurred by Licensor on account of this Agreement, shall be billed to the Licensee. 4.5 Administrative Fee. Licensor shall have the right to charge Licensee a monthly administrative fee of 1% or $5.00 (whichever is greater) for all undisputed invoices which are over 30 days past due. 4.6 Payment. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth in Exhibit B — Billing/Payment Schedule. Payment for all estimated fees and charges shall be in accordance with the terms and conditions set forth in Exhibits D - Services and E — Committed Modifications. 4.7 Taxes. The fees and charges specified in this section are exclusive of any federal, state, or local excise, sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder. Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes. 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. In the event of a public records request for the Licensed Program and Licensed Documentation, Licensee shall promptly provide a copy of such request to Licensor so that it has at least seven business days from Licensor's receipt of such copy in which to seek an order restraining the Licensee from disclosing the Licensed Program and Documentation pursuant to such public records request. If Licensor does not obtain a restraining order within such period of time, Licensee may disclose the Licensed Program and Licensed Documentation pursuant to such public request as Licensee deems appropriate. 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 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. 5.4 Reproduction of Licensed Documentation. Licensee may reproduce the Licensed Documentation provided by Licensor, provided that such reproductions are for the private internal use of Licensee, and all such reproductions bear Licensor's copyright notices and other proprietary legends. 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. In the event of such a violation of this Agreement. Licensor shall be entitled, upon application to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin Licensee from such violation, without prejudice to any other remedies available to Licensor. 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. 5.7 Survival of Terms. The provisions of Sections 5.1 through 5.6 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 as described in Section 9. Licensor assumes no responsibility for obsolescence License Agreement Page 3 04/16103 of the Licensed Progre. for lack of conformity occurring from Licensee's failure to update 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 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 expressed 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 of 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. 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 -party rights in the United States respecting copyright, trade secret, or patent. 6.8 New Platform Protection. As long as Licensee maintains a continuous software support agreement with Licensor for each of the modules included herein, Licensee shall have the right to transfer the licenses for any and all modules to any new hardwarelplatform environment (hardware and system software as defined herein) then currently marketed and supported by Licensor. Licensee agrees to pay for any services and out-of-pocket costs associated with the migration to the new platform. The service costs will be billed at a rate not to exceed costs charged to other clients for similar tasks. 6.9 Bankruptcy/Support Cessation. The term "default" as used in this Agreement(s) shall include the institution of proceedings by or against Licensor under federal or state bankruptcy laws and assignment or receivership for the benefit of creditors. Licensee rights to a complete and documented copy of all related source code, with the exception of source code for the Cashiering Module or any third -party products, corresponding to the then -current released version of the Licensed Program as operated by Licensee (for internal use only and not for resale) shall precede any bankruptcy proceedings and stand before any trustee's claims for the benefit of creditors. In the event that Licensor ceases to provide support for Licensed Program, Licensee shall have the same rights as if Licensor had declared bankruptcy. 6.10 Survival of Terms. The provisions of Sections 6.1 through 6.7 shall survive termination of this Agreement. 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 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. SECTION 8 - MISCELLANEOUS 8.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty, statement, or representation not contained herein. In License Agreement Page 4 04/16103 the event of any con. n the terms and conditions of this Agreement, the documents sha ntrol in the following order: a. This Software License and Use Agreement; u. Licensors Response to Licensee's Request for Proposal, if applicable; C. 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. 8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for all actions shall be in a court of competent jurisdiction in the State of 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 effect. 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 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 twenty (20) business days of Licensor's notification to Licensee that the Licensed Program or portion thereof is installed and the applicable training administered, Licensee shall begin performance of Acceptance Testing, for the sole and express purpose of determining whether the Licensed Program operates as described in the Licensed Documentation. Licensee must complete such Acceptance Testing within sixty (60) days of commencement of testing. If the Licensee uses the Licensed Program for productive purposes, the Licensed Program shall be deemed to be accepted under the provisions of this Agreement. The passage of the sixty (60) day testing period without official written notification from Licensee to Licensor that module of Licensed Program has failed Acceptance Testing indicates that the module is accepted and that any portion of the license fees attached to Licensed Program's acceptance are due and payable. Such Acceptance shall not be unreasonably withheld. The sole reason for non-acceptance shall be the non -conformity of the software to the documentation. 8.8 Failure of Acceptance Testing, Retesting. If the Licensee demonstrates that the Licensed Program does not successfully pass Acceptance Testing, the Licensee shall notify Licensor in writing ("first notice of failure") and shall specify with as much detail as possible in which respects the Licensed Program failed to pass the Acceptance Testing. Licensor shall make such necessary corrections and modifications in the Licensed Program to establish a reasonable basis for additional Acceptance Testing within a period of thirty (30) days from the first notice of failure. Licensor shall notify Licensee when such retesting can begin and the Licensee shall complete Acceptance Testing within a period of ten (10) business days from the date of notification. If the parties agree that the Licensed Program continues to fail Acceptance Testing, the Licensee shall notify Licensor in writing of the Licensee's intention to terminate and if the Licensor fails to remedy the defect within (60) days of receipt of said notification, the Licensee has the right, at its option, to terminate the Agreement by giving written notice of such termination to the Licensor. Upon the Licensee's termination of this Agreement due to failure of the second Acceptance Test, the Licensee shall promptly return the Licensed Program and documentation and all related materials to the Licensor. 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. A copy of that certificate is attached to this agreement. 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 Source Code. Licensor agrees to provide Licensee with the source code to the then -current version of the Licensed Program annually upon Licensee's request. Licensor does not have access to and, therefore, cannot provide source code for the Cashiering Module or any third -party products. License Agreement Page 5 04/16103 8.13 Cooperative F iasing. Other municipal agencies in the same state may acquire . software products and services described in this contract under terms equivalent to this contract; provided that if a municipality requests additional user, equipment, or service units, Licensor may adjust the price by the per unit or per service rate provided in this contract. The provisions of this paragraph (8.13) shall terminate one year from the last execution date on this agreement. 8.14 Agreement Not to Hire. Neither party shall, directly or through one or more subsidiaries or other controlled entities, actively recruit any programmer, trainer, or member of a data processing, Licensee support or implementation team of the other at any time when such person is employed or engaged by such party or during the twelve (12) months after such employment or engagement ends. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after expiration or termination of this Agreement. SECTION 9 - SOFTWARE SUPPORT 9.1 Scope of Service. Licensor shall render support and services during Normal Working Hours for the following: Telephone Support - Calls for assistance related to operation of the Licensed Program, reporting of a potential error condition or abnormal termination of a program, or request for minor assistance related to the Licensed Program; 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. C. Source Code Maintenance - Library of Licensed Program maintained by Licensor for Licensee complete with modifications authorized by Licensee and performed by Licensor. This provision does not apply to the Cashiering Module or to third -party products. e. Software Warranty — If Licensee obtains Software Support from Licensor, and such Software Support is in effect without interruption from inception of this Agreement, then Licensor will warrant the Licensed Program to be free of errors for the life of this Agreement. 9.2 Fees and Charges. Licensee shall pay Licensor annual support charges based on an annual rate determined by Licensor at the beginning of each Support Agreement Term. Such annual rate shall be multiplied times the amounts shown in Exhibit A under the column headed "License Fee (Support Basis)" for each covered product. No increase in the support rate shall be in excess of 10% of the support rate for the prior year. All annual support charges are due and payable on or before the 15' working day of each Support Agreement Term. For those modules installed part way through a calendar year, the software support amounts will be pro -rated from the onset of training for the module until the end of the calendar year in which training begins. The initial annual support rate shall be 18% of the license fees for each module. 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. 9.3 Licensee Responsibilities. Licensee shall be responsible for the procuring, installing, and maintaining all computer equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Licensed Program and to obtain from Licensor the services called for according to Licensor's then existing policy. 9.4 Proprietary Rights. To the extent that Licensor may provide Licensee with any Error Corrections or Enhancements or any other software, including any new software programs or components, or any compilations or derivative works of the Licensed Program prepared by Licensor, Licensee may (1) install copies of the Licensed Program adequate to serve the concurrent users specified in this Agreement in Exhibit A, in the most current form provided by Licensor, in Licensee's own facility; and (2) use such Licensed Program in a manner consistent with the requirements of the Agreement, for purposes of serving Licensee's internal business needs. Licensee may not use, copy, or modify the Licensed Program, or make any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. The Licensed Program is and shall remain the sole property of Licensor, regardless of whether Licensee, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Licensor for the use of the work product. Licensee shall from time to time take any further action and execute and deliver any further instrument, including documents of assignment or acknowledgment that Licensor may reasonably request in order to establish and perfect its exclusive ownership rights in such works. Licensee shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Licensee at the time of its delivery or on-site development. 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, License Agreement Page 6 04/16/03 whether expressed plied, including without limitation any warranty of merchantability L. mess for a particular purpose. 9.6 Termination of Support. Support for all Modules except Cashiering may be terminated as follows: a. Upon the termination of the License Agreement; or b. Upon notification by either party to the other, at the beginning of any Support Agreement Term; C. Upon 60 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. 9.7 Support for Cashiering Module. The Cashiering Module requires annual software support for continued operation. If Licensee terminates support for this Module, the Module will automatically become disabled at the end of the Support Agreement Term. License Agreement Page 7 04116103 Authorized Signatures IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below. [Licensee] �Cw�e Vu j [Licensor] Eden Systems, Inc. By: L ee u) -ton r By: Ed Torkelson a � ej Signatu Signature: Title: 7y\ e ri m(;4,1 m a Title: President Date: Apr; 1 0.3, a,60.3 Date: L4 License Agreement Page 8 04/16103 Eden Systems, Inc. Software License and Use Agreement Exhibits Section Exhibit A - Eden Systems Deliverables Exhibit B - Billing/Payment Schedule Exhibit C - Required Third Party Products, Minimum Hardware Requirements Communication and Connectivity Requirements Exhibit D - Services & Authorized Sub -agencies Exhibit E- Committed Modifications & Standard Forms Customization Exhibit F- Licensor -supplied Third -party Products Exhibit G - ESRI Products and Services License Agreement Page 9 04116/03 Exhibit A - Eden Systems Deliverables City of Spokane Valley, Washington InForum Gold Installation - 20 Concurrent Users Products, Service & Equipment License Fee (Support Basis) License Fee (No Support) Discount Amount Not License Fee On- Site Trips Train & Install Days Data Conv. Days Proj Mgmt Days Other Days Total Service Cost Expenses & Taxes Total Cost Database, Tools, Setup $ $ $ S S S System Administration_ _ - 1 3.0 - 2.0 _$ 6,000.00 1,000.00 7,000.00 Database Setup = _ 1 0.5 - - _ 600.00 500.00 1,100.00 Hardware, O/S Setup _ ___ 0.5 - - 600.00_ 200.00 800.00 Crystal Reports 3,000.00 3,000.00 _ �3 12.0 2.0 16,800.00 3,600.00 23,400.00 Supported Applications - Financial Products Core Financial Module _ - _ GlL, AIP 30,000.00 30,000.00 - 6 11.0_ 5.0 19,200.00 4,600.00 23,800.00 Purchasing 6,000.00 _ 6,000.00 - - 4.0 2.0 7,200.00 800.00 8,000.00 Requisitioning 4,000.00 4,000.00 - - _c 2.0 _ - 1.0 3,600.00 _ 400.00 4.000.00 Budget Preparation TAccounts 12,000.00 12,000.00 - 1 2.0 _ _- - 1.0 3,600.00 800.00 2,006.00 4.400.00 Receivable 8,000.00 8,000.00 - 2 6.0 2.0 9,600.00 11,600.00 Project Accounting 16,000.00 _ - - - 2 1 2 8.0 3.0 6.0 - - - 4.0_ 1.5 2.0 14,400.00 2,400.00 16,800.00 6,400.00 11,600.00 Fixed Assets 12,000.00 _16,000.00 12,000.00 5,400.00 9,600.00 1,000.00 2,000.00 Web Applications 30,000.00 30,000.00 Payroll Products Payroll 30,000.00 30,000.00 - _ _ 6 13.0 - 4.0 5,000.00 200.00 25,400.00 2,600.00 Position Budgeting _ 5,000.00 5,000.00 - 1.0 - 1.0 _ _ _20,400.00 2,400_._0.0 HR/Applicant Tracking _ _ - - . GIS Products - - -- Parcel Manager 20.000.00 20,000.00 - _ 2 4.0 - 3.0 8,400.00 1,600.00 4,000.00 10,000.00 26,800.00 Perrnits & Inspections 45.000.00 45,000.00 - 4 12.0 7.0 22_,_80.0.00_ Utility Billing _ - _ Business Registration 15,000.00 15,000.00 - 2 8.0 - 2.0 12,000.00 2,400.00 14,400.00 Other Products & Services Eden Menus 3,000.00 3,000.00 Data Dictionaries 1,50.0.00 1,500.00 C/R Interface Standard Fomes Creation - 8.5 10.200.00 10,200.00 - - - -- _ Sales Tax -- - - - 264.00 264.00 Totals $ 237,500 $ 3,000 $ 237,500 S 3,000 1 33 1 96.0 - 39.5 1 8.5 $ 172,800.00 S 32,764.00 $ 208,564.00 License Agreement Page 10 Date 04-16-03 Notes to Exhibit A - City of Spokane Valley, Washington Eden Systems Deliverables - 20 Concurrent Users The items in Exhibit A are products and services delivered to Licensee from Licensor. Product support and maintenance is obtainable directly from Licensor for those items totaled under the "License Fee (Support Basis)" column only. All support and maintenance for other items priced under the column "License Fee (No Support)" must be obtained by Licensee directly from the original manufacturer or supplier. • Please note that the requirements for Data Conversion and Project Management days are estimates. You will be billed for the actual costs as documented. Eden will provide an accounting of the employees who performed the work and the work they performed. • This is an estimate of the travel costs associated with this implementation. Although we will make every effort to utilize trainers from the closest office, schedules may sometimes dictate that we user trainers from other parts of the country. You will be billed for the actual costs as documented. • The costs shown for Standard Forms Creation are fixed fees based on $600 per form. This cost assumes that Licensee will use Licensor's standard formats and that Licensor will modify those to accommodate Licensee's names, addresses, phone numbers, emblems, logos, and bank account numbers, etc. Modifications in actual formatting will require additional effort and will be billed at Licensor's standard hourly rates. License Agreement Page 11 04/16103 Exhibit B - Payment Schedule City of Spokane Valley, Washington InFnrum rnlri Inctallatinn Product, Service, Equipment On Execution On Delivery As Accepted As Progress Occurs Totals $ - $ - S - $ - S - License Fees _ _ Training &_Installation _ _ 115,200.00 115,200.00 47,400.00 Data Conversion _ 47,400.00 Project Management _ - - Forms Customization 10,200.00 10,200.00 Additional Implementation Services - Undesignated Programming Services - Third -party Products 3,000.00 3,000.00 Expenses - (Estimated) 32,500.00 3.2,500.00 Sales Tax 264.00 264.00 Totals $ 3,264.00 S - $ - $ 205,300.00 $ 208,564.00 License Agreement Page 12 Date 04-16-03 Exhibit C Required Third -Party Software and Tools' Workstation Software • Microsoft Windows XP Professional • Microsoft Windows 2000 Professional • Microsoft Windows NT Workstation 4.0 (SP6) • Microsoft Windows 98' • Microsoft Windows 95' • Microsoft Data Access Components (MDAC) 2.5 or higher Database Server Operating System • Microsoft Windows 2000 Server • Microsoft Windows NT Server 4.0 (SP6) • UNIX Database Software • Microsoft SOL Server 2000 • Microsoft SOL Server 7.0 • Informix v7.31 • Oracle 8i Release 2 Application Server (If Applicable) • Microsoft Windows 2000 Server • Microsoft Windows NT Server 4.0 (SP6) Web Server (If Applicable) • Microsoft Windows 2000 Server • Microsoft Windows NT Server 4.0 (SP6) • Microsoft Internet Information Server (IIS) 4.x or higher These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in future years, Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements become effective. 2 Although some processes will perform acceptably under Windows 95 or Windows 98, we strongly suggest that each client workstation utilize Windows NT Workstation 4.0, Windows 2000 Professional, or Windows XP Professional. Eden Systems strongly recommends installing the latest service packs on all operating system and database software packages. License Agreement Page 13 04/16/03 Exhibit C (Page 2) Minimum Hardware Requirements' Current Minimum Hardware Configuration- Standard Workstation • CPU • RAM • Hard Drive • StorageSpace • CD-ROM • Video • Network Card • Network Protocol Pentium 11 266 MHz 128MB (128 MB for NT or 2000) 2 GS 500 MB of free space Any SVGA, 800x600, 16-bit Color 10Mbps (106aseT), Half Duplex TCP/IP Current Minimum Hardware Configuration- Batch Processing Workstation2 • CPU • RAM • Hard Drive • Storage Space • CD-ROM • Video • Network Card • Network Protocol Pentium 111 450 MHz 256 MB 2 GB 500 MB of free space Any XGA, 1024x768, 16-bit Color 100Mbps (100BaseT), Half Duplex TCP/IP Current Minimum Hardware Configuration — Server2 • CPU Dual -processor, Pentium 11 400 MHz • RAM 512 MB ECC • Storage Controller RAID controller card for RAID -1 or RAID -5 • Hard Drives SCSI 2, 7200 RPM • Storage Space 4-6 GB free space depending on data volume • CD-ROM Any • Video Any • Network Card 100Mbps, Full Duplex • Network Protocol TCP/IP • Power Redundant power supplies + a UPS • Tape Backup Local or network based; AIT, DDS, DLT, LTO, Mammoth etc. I These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in future years, Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements become effective. 2 These items will be supplied by Licensor only if they are included in Exhibits A, B, and F. In all other cases, it is the responsibility of the Licensee to ensure that these products are acquired and ready for use at the beginning of Licensor's installation process. License Agreement Page 14 04116/03 Exhibit C (Page 3) Communication and Connectivity Requirements The following are the current Communication and Connectivity Requirements' • High-speed (128Kbps or higher) connection to the database server via the Internet (DSL, ISDN, Frame Relay, T1, etc) • Virtual Private Network (VPN) access from the Internet to the internal network (if a firewall is in use). This access must utilize the Microsoft Windows PPTP VPN client or the Cisco L2TP 3.6.2 VPN client. The VPN tunnel configuration must allow for Split -Tunneling. • Terminal Services in "remote admin" mode or pcAnywhere in "host" mode must be available on all servers running Eden Systems server product components. This includes but is not limited to, database, web, web application and Terminal Services/Citrix servers. (If you have a Windows NT/2000 Server). • A user account and password for use by Eden Systems support staff when connecting via VPN, Terminal Services or pcAnywhere. This can be one network login account or one local account on each system. This account requires local administrative access to the operating system and database software on each server running Eden Systems server product components. • A roaming copy of pcAnywhere for Windows 95/98/NT/2000/XP that can be installed temporarily on a workstation in the event that a user is having problems with InForum Gold and needs help with the local computer. ' These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in future years, Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable prior notification before new requirements become effective. License Agreement Page 15 04/16/03 Exhibit D SERVICES Modifications, Consulting/Project Management, Travel, Expenses - The cost to provide modifications identified in this Agreement, is an estimate only, and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications. Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of an Authorization for Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such additional cost estimates to effect such change. Consulting consists of investigating and providing solutions for implementation -related Licensee issues. This work includes reviewing converted data, testing setup scenarios, investigating and recommending modification requests, answering product -related Licensee questions, providing off-site training, and creating training -related correspondence. Project Management consists of being the central point of contact for the Licensee, from the time a new license agreement is signed until the Licensee begins operational productive use of all the licensed modules. Initial responsibilities include reviewing the contract; entering contract information in Licensor's project tracking databases; identifying the project manager and main contacts on the Licensee side; and scheduling the kick-off meeting. Project management also includes scheduling the necessary training, and preparing for, leading, and following up on the kick- off meeting. During the installation/conversion/training phases of an implementation, Licensor's Project Manager is responsible for ensuring that Licensor's staff completes their implementation tasks according to the project schedule. Project management also includes working with Licensor staff and the Licensee to address unanticipated issues that come up during the implementation. All correspondence relating to the training process is reviewed by the Licensor Project Manager, including agendas and follow-up memos. The Project Manager also tracks the license agreement's budget, initiates billing at the appropriate time, and answers the Licensee's billing questions. Most project management work occurs off-site. The costs to provide consulting and project management identified in this Agreement are estimates only. Licensee will reimburse Licensor within 30 days of receipt of invoice for all such charges. Invoices will include details of work performed and resources utilized. The costs to provide consulting and project management identified in this Agreement shall not exceed the costs set forth herein unless specifically agreed to in writing by both parties. Travel and expenses shown in this Agreement are estimates only. Travel and expenses charges include reasonable and normal charges for travel to and from the Licensee site. Licensee will reimburse Licensor within 30 days of receipt of invoice for all such charges. Project Management deliverables: - A Project Planning Questionnaire, which helps us gather information that will be used to plan the project - A calendar and gantt view of the project plan, in Adobe Acrobat Reader or MS Project formats, which are updated as schedule changes are made. This project plan will be submitted to the client for client's review and approval as these changes are made. Such approval shall not be unreasonably withheld. - A kick-off presentation outline - Hard copies of Eden's standard forms (AP check, Purchase Order, Paycheck, Timesheet, W-2, 1099, etc.) - Information about what needs to be ordered for forms (paper stock and supplemental printer supplies) - A kick-off follow-up letter - An agenda for every training trip - A follow-up memo for every training trip -- the project manager makes sure that outstanding issues are addressed, and adds the resolution to the follow-up memos - Semi-monthly status reports of all current implementation issues. This will be provided within five working days of the fifteenth and the end of each month. - Other documents are provided to the Licensee as needed: - Current Gold System Requirements document - Current conversion specifications for all modules - Import specifications for all modules - Sample reports - Change orders for additional work - Training materials License Agreement Page 16 04/16/03 Exhibit D SERVICES (Page 2) Training 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. Licensee may choose between option 'a' and option 'b' but in either case, the quoted costs are for the specified number of days. Additional days of training are available at the $150 hourly rate for one year from the execution of this agreement. Charges relating to training, installation and setup are due and payable in full within 30 days of receipt by Licensee. Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module listed in Exhibit A, shall constitute full satisfaction of the commitment for related services under this Agreement. Additional training not covered in this Agreement shall be contracted through an Authorization For Professional Services (AFPS) and shall require authorization from Licensee. Such AFPS shall denote the number of service hours required and shall be provided at Licensor's then -going hourly rate for such services. Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement, including but not limited to all necessary operating software, equipment and related tools. In order to provide services of any kind, Licensor must schedule visits in advance. If the scheduled visit is canceled by the Licensee for causes beyond Licensee's reasonable control without first having given Licensor a minimum of two weeks advance notice of such cancellation, the Licensor may charge the Licensee for all costs related to that scheduled visit. If Licensor is unable to reschedule the staff assigned to the cancelled visit, Licensee shall pay for that time as well as the associated expenses. Licensee and Licensor agree that any cancelled training trips shall be rescheduled as soon as practical and that Licensee shall pay for the rescheduled services and associated expenses. Data File Conversion Services — Charges related to data file conversion found in this Agreement are estimates only. Licensor will charge for any and all such activities relating to conversion efforts. It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by Licensor, which is to be compatible with Licensor's standard conversion programs and database setup. Specifications for the standard format are available from Licensor. Licensee acknowledges that only those data elements described in the standard formats are converted. Data conversion will consist of running the magnetic data presented by Licensee through the Licenser's conversion program one or more times to format the data into a form acceptable to the Licensed Program. It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion program is complete and accurate, and any cost for services, third -party and other related costs associated with data conversion shall be borne by the Licensee. Should Licensee be unable, for any reason, to provide data in Licensor's prescribed formats, Licensee may request assistance from Licensor in extracting legacy data and formatting it according to Licensor standards. Such services will be billed to Licensee according to Licensor's then standard hourly rate. If the Licensee can guarantee legal and technical access to properly documented information subject to data conversion, the Licensor will manage and perform the entire data conversion function in exchange for additional fees and charges. If such a "start -to -finish" approach is provided herein, Exhibit A will denote such action as "Start -to - Finish" conversion, otherwise the above requirements are applicable. License Agreement Page 17 04/16/03 Exhibit D SERVICES (Page 3) Service Rates The following hourly rates apply to services included in this Agreement and are not to be interpreted as a commitment to perform any future such services, not covered under this Agreement, for said rates. Service Type Hourly Rate Requested Modifications $150.00 Consulting/Management $150.00 Training $150.00 Installation and Setup $150.00 Data File Conversion $150.00 Authorized Sub -Agencies. The following are considered authorized Sub -agencies of this Agreement and Licensee is authorized to use the Licensed Program and Licensed Documentation on Licensee's premises for the purpose of supporting the internal business practices of only those agencies named herein as Sub -agencies and no other right or use is permitted under this Agreement. Authorized Sub -Agencies No Authorized Sub -Agencies License Agreement Page 18 04/16/03 Exhibit E COMMITTED MODIFICATIONS Licensor agrees to provide the modifications to the Licensed Program as further described below. Costs shown are provided on a Fixed -Fee basis and Licensee shall be charged these amounts regardless of the actual time and effort necessary to complete them. Item Item Description Fixed -Fee Number Amount None included except for forms customization. STANDARD FORMS TO BE CUSTOMIZED Item Number Form Description Fixed -Fee Amount 1 Accounts Payable Check $600.00 2 Non-negotiable Accounts Payable Check 600.00 3 Purchase Order 600.00 4 Voucher 600.00 5 Accounts Receivable Invoice 600.00 6 Accounts Receivable Statement 600.00 7 Accounts Receivable Late Notice 600.00 8 Payroll Check 600.00 9 Pa roll Direct -deposit Advice 600.00 10 Pa roll Timesheet 600.00 11 Business Registration Form 600.00 12 Business Registration Application 600.00 13 Business Re istration Renewal 600.00 Payroll W-2 0.00 1099 0.00 Total Forms Customization $7,800.00 The costs shown for Standard Forms Creation are fixed fees based on $600 per form. This cost assumes that Licensee will use Licensor's standard formats and that Licensor will modify those to accommodate Licensee's names, addresses, phone numbers, emblems, logos, and bank account numbers, etc. Modifications in actual formatting will require additional effort and will be billed at Licensor's standard hourly rates. License Agreement Page 19 04/16/03 EXHIBIT F Licensor -supplied Third -party Products The purpose of this exhibit is to identify any third -party products being supplied by Licensor. Any required or desired hardware, software, and communications products not specifically included in the following table are the responsibility of the Licensee. This configuration represents the Licensors recommended products, and the cost is an estimate only, as the prices of the third -party vendors are subject to change without Licensor's approval. Also, Licensee understands that Licensor may decide to change this recommendation if Licensor believes a new solution is better suited for the proposed installation. If this recommendation changes, Licensor will notify Licensee as soon as practical. Licensor makes no warranty, whether expressed or implied, regarding the components listed below, and shall not be responsible for servicing such components. The components shall be subject only to manufacturers' warranties, if any. Product ID Quantity Description Estimated Price 5 users Crystal Reports $3,000.00 Grand Total $3,000.00 License Agreement Page 20 04!16103 Exhibit G ESR1 Products and Services Licensee understands and accepts that the following terms and conditions are required in order for Licensee to use applications created using MapObjects, or other ESRI products: 1) Reverse engineering, copying (other than a backup copy), or transfer or assignment of rights to use as well as the right to access source code is prohibited. 2) Any use other than as specifically granted herein is prohibited. 3) Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user (including network users) from using any portions of MapObjects, and any extension thereof, separately from Licensor's Licensed Program. 4) ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies in law or equity. All copyright, government notices, trademarks, or other intellectual property notices noted under "Copyright, ESRI Trademark Name, and Government Use Notice" shall be included unmodified in the Application's online help or Readme file and documentation. Copyright and U.S. Government Use Notice: MapObjects is copyrighted by Environmental Systems Research Institute, Inc. All rights not specifically granted in this Agreement are reserved to ESRI or its suppliers. Portions of this computer program are owned by SSRI, Copyright 1999 Environmental Systems Research Institute, Inc. All Rights Reserved. Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the U.S. Government acquire greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-14 Alternates I, Il, and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial Technical Data/Computer Software); and DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer Software), as applicable. Contractor/Manufacturer is Environmental Systems Research Institute, Inc., 380 New York Street, Redlands, CA 92373-8100 USA, License Agreement Page 21 04116103 STY ,,;oO Valle 11707 E. Sprague Ave. • Suite 106 • Spokane Valley,lNA 99206 (509) 921-1000 • Fax (509) 921-1008 • cityhall@spokanevalley.org April 24, 2003 Ed Torkelson Eden Systems 507 Industry Drive Seattle, WA 981.88 Re: Software Agreement Enclosed please find Cully executed copy of the Eden Systems Software License and Use Agreement for the City of Spokane Valley. This agreement was authorized for execution by the City Council on April 22, 2003. Thank you f:or you assistance. Sincerely, �I Ruth Muller Interim City Clerk Cc: Rober Inte. n Finance Director Enc. (1)