CONTRACT 3108 License Agreement CLOSED31 D 01 .
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Agreement between:
EngSoft Solutions ( "ENGSOFT ")
and
( "City of El Segundo ")
for
XC2® Backflow Prevention Management Software ( "Software ")
1. License.
The object code form of the software provided with this Agreement whether stored
on disk, in read only memory, or on any other media, and all supporting
documentation (the "Software ") are licensed, not sold, to City of El Segundo by
ENGSOFT and are available for use only under the terms of this Agreement. The
term "Software" does not refer to source code, and no license is granted with
respect to source code.
ENGSOFT grants to City of El Segundo a nonexclusive license to install and use
the Software as follows:
Single -User Versions
In the case of the single -user version of the Software, City of El Segundo may install
the Software on one computer and on as many other computers for which City of El
Segundo has purchased secondary licenses. Secondary licenses are for the
purpose of using the Software on a different computer with the intention of
accessing the same data file as all other computers for which City of El Segundo
has licenses.
City of El Segundo agrees to not distribute copies of the Software or install on any
other computers for which City of El Segundo is not licensed.
Client/Server Versions
City of El Segundo may access the Software program from as many computers,
concurrently, for which City of El Segundo has purchased licenses.
City of El Segundo agrees to not distribute copies of the Software or install on any
other computers for which City of El Segundo is not licensed.
City of El Segundo may make only one (1) additional copy of the Software for
backup purposes only. City of El Segundo agrees that the back -up copy must retain
all ENGSOFT notices contained on the original.
2. No Reverse Engineering and Other Restrictions.
City of El Segundo agrees to not attempt, and will use their best efforts to prevent
employees, contractors or other parties from attempting, to reverse engineer,
reverse compile, disassemble, modify, adapt, translate, create derivative works,
rent, lease, loan, distribute, transmit over a network or sublicense the Software, in
whole or in part.
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SOFTWARE LICENSE AGREEMENT
EngSoft Solutions ( "ENGSOFT ") and ( "City of El Segundo ")
Page 2 of 3
3. Proprietary Rights.
All title in and intellectual property rights related to the Software are owned by and
retained by ENGSOFT. Its structure, organization and underlying source code are
the valuable trade secrets of ENGSOFT. City of El Segundo acknowledges that no
title to the intellectual property in the Software is transferred to City of El Segundo
and City of El Segundo will not acquire any rights to the Software except for the
license as expressly set forth herein. ENGSOFT reserves all rights not expressly
granted hereunder. All content accessed through the Software is the property of the
applicable content owner and may be protected by applicable copyright law. This
Agreement gives City of El Segundo no rights to such content.
4. Disclaimer of Warranty.
ENGSOFT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE WILL MEET CITY OF EL SEGUNDO'S REQUIREMENTS.
5. Transfer.
City of El Segundo may not sell, license, assign or otherwise transfer your rights
under this Agreement without the prior written consent of EngSoft.
6. Termination.
The term of this Agreement will be for the duration of EngSoft's copyright in the
Software. This Agreement may be terminated immediately without notice by EngSoft
if City of El Segundo breaches or fails to comply with any of the terms and conditions
of this Agreement. Upon termination, City of El Segundo shall immediately remove
and destroy all copies of the Software or any part thereof. Upon EngSoft's request,
City of El Segundo will certify to EngSoft that all complete and partial copies of the
Software have been destroyed or returned to EngSoft. The provisions of this
Agreement, other than the license grant contained in Section 1 ( "License ") and
transfer requirements in Section 5 ( "Transfer "), shall survive termination.
7. Tax Liability.
City of El Segundo is responsible for paying any sales or use tax imposed at any
time whatsoever on this transaction.
8. General.
This Agreement embraces the full and complete understanding of the parties as to
the subject matter hereof and may not be altered or modified, except by written
amendment which expressly refers to this Agreement and which is duly executed by
both parties. Further, this Agreement shall be construed and governed in
accordance with the laws of the state of California, excluding the application of its
conflicts of law rules. If any part of this Agreement is found void and unenforceable,
it will not affect the validity of the balance of the Agreement, which shall remain valid
and enforceable according to its terms.
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SOFTWARE LICENSE AGREEMENT
EngSoft Solutions ( "ENGSOFT ") and ( "City of El Segundo ")
Page 3 of 3
9. ENGSOFT represents and warrants that the software is the result of ENGSOFT's sole
efforts unless otherwise stated in this Agreement. Except as otherwise disclosed in this
agreement (Appendix "A "), the software is unique and original and does not infringe upon
any copyright or patent. With regard to bundled software, ENGSOFT represents that it has
verified that the software is unique and original and to the best of ENGSOFT's belief does
not infringe upon any copyright or patent.
10. Protection Against Infringement; Indemnification for Intellectual Property Warranties
ENGSOFT will, at its own expense, defend City of El Segundo against any claim that the
software furnished under this Agreement infringes a patent or copyright in the United States
or Puerto Rico. In such event, ENGSOFT will pay all costs, damages and attorney's fees
that a court finally awards as a result of such claim. To qualify for such defense and
payment, City of El Segundo must (i) give ENGSOFT prompt written notice of any such
claim; and (ii) all ENGSOFT to control, and fully cooperate with ENGSOFT in the defense
and all related settlement negotiations. City of El Segundo agrees that if the use of the
software becomes, or ENGSOFT believes is likely to become, the subject of such an
intellectual property claim, City of El Segundo will permit ENGSOFT, at its option and
expense, eight to secure the right for City of El Segundo to continue using the software or
to replace it with comparable software, with a prorata refund of the money paid by City of El
Segundo for the then current term of the Agreement. This Section states ENGSOFT's
entire obligation to City of El Segundo regarding infringement or the like.
11. Public Records Act. The Parties to this Agreement understand and agree that the
software, photographs, and any other data affected by the Agreement are subject to the
requirements, exceptions and exemptions set forth in the California Public Records Act.
Appendix "A" Third -Party and Bundled Software
ENGSOFT uses certain 3rd Party software products bundled as an integral part of its own
software products. These software products are fully licensed by their respective owners to
ENGSOFT for integration and /or distribution to ENGSOFT's City of El Segundos, except in
the case of certain Client/Server products, which are licensed directly to City of El Segundo
by their respective owners. As a courtesy, ENGSOFT registers these products for City of El
Segundo in City of El Segundo's name with their respective owners. Depending upon
which options of the Software have been purchased by City of El Segundo, the 3rd Party
Software bundled may include any of the following:
Bundled Software Respective Copyright Owner /Location
4D Server, 4D Client, 4D Write, 4D Draw, 4D View,
4D Backup, 4D Engine,4DPack, 4D Internet Commands
Qpix, BlobMgr, Qfree(Freeware)
10 Extras, Areal-ist Pro, MenuSet,
Win32APl (Freeware)
Launchlt (Freeware)
FilePack (Freeware)
4D, Inc., San Jose, CA
Escape, Thessaloniki, Greece
Automated Solutions Group,
Huntington Beach, CA
Orchard Software Carmel, IN
Ed Glascow Consulting
RKP Software
EngSoft Solutions 800.761.4999
EngSoft Solutions /XC2®
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Page 1
EngSoft Technical Support Includes:
Basic XC2 Technical Support will be made available to City of El Segundo throughout the
contracted term.
The technical support contract provides for a single pre- designated contact person (unless
otherwise stated in the contract) to communicate all technical questions and issues with EngSoft
Solutions staff members. If the City of El Segundo requires that more than the designated contact
person(s) be able to contact EngSoft tech support, please call the EngSoft office for pricing and
details.
Basic Technical Support for the use of XC2 will be provided by EngSoft Solutions technical staff
between the hours of 7:00 AM and 5:00 PM Pacific Time. In the event that a technical support staff
member is not immediately available, a technical staff member will respond within 24 hours. This
time is usually much less and averages between 2 and 4 hours.
Technical support is available by telephone, fax, email.
The basic XC2 Technical Support program provides technical assistance regarding the direct use
of XC2 to manage the City of El Segundo's backflow prevention program. This includes all
functions and features listed in the XC2 Manual, including:
Adding records, Assemblies, Facilities, Tests, etc.
Searches (Query) for lists of records.
Sending Letters, Follow -up Letters.
Printing: Test Forms, Envelopes, Labels, Reports, etc., including "Quick Reports" and
Exporting.
Administrator Setup, Preferences and Resource Setup
Creating and modifying merge letters.
Software Installation Support - Single -User Versions
Technical support for the initial installation of the product and updates will be provided to the
pre- designated contact person. Installation of XC2 on multiple computers, when using XC2
with single -user versions requires a separate secondary user license(s) and a multiple -user
service contract.
Software Installation Support - Multi- UserVersions
Initial product installation and update installation technical support will be provided only to
personnel who are proficient in network functions and concepts including: File Permissions,
Sharing, TCP, Network Setup.
EngSoft Technical Support Does Not Include:
Installation technical support to users who are not proficient with networking or are not familiar with
Windows and network terminology or not proficient with any basic Windows functionality.
Updates: EngSoft Solutions will make available to City of El Segundo any updates to the Standard
XC2 Software Program at no additional charge during the term of the technical support agreement.
These updates will be available on the EngSoft Solutions web site on the Internet. Should the City
of El Segundo need a CD of an update, EngSoft will send one via U.S. Mail at the City of El
Segundo's specific request.
See Next Page for Exclusions
EngSoft Solutions /XC28 Technical Support Agreement
Page 2
Items Not Included as Part of Technical Support
IMPORTANT UPGRADE NOTE: For 4D Server based multi -user systems the EngSoft Technical
Support Contract DOES NOT INCLUDE Upgrades to the 4D Server Database Engine, 4D Write, or
other products from 4D, Inc. These upgrades are available from 4D, Inc. or from EngSoft at an
additional charge.
EngSoft Technical Support Does Not Include:
The basic XC2 Technical Support program DOES NOT INCLUDE assistance with basic
Windows functions. Users who are NOT PROFICIENT with the use of Windows
95/98/NT/2000 operating system and interface will need to receive assistance from the
Systems Administrator in the user's organization.
These items include but are not limited to:
Navigating the file system using "My Computer ", Windows Explorer or File Manager.
Finding files and folders.
File and Folder(Directories) functions:
Creating, Naming, Saving, Opening, Deleting, Moving, Copying.
Backing up files and folders.
Creating and using "Short Cuts ".
Using the Internet or internet browsers.
Dial -up Networking, Netscape, MS Internet Explorer, etc.
Basic word processing functions and understanding, e.g.:
Tabs, Page Breaks, Margins, Carriage Returns
Fonts, Styles, Font Sizes
Setting up and accessing "Shared Drives" and other network functions.
ODBC Connectivity and GIS Functions.
Setting up Removable (Zip, Jazz, etc) drives and UPS (Uninterruptible Power Supply).
EngSoft Technical Support Does Not Include:
Installation technical support to users who are not proficient with networking or are not
familiar with Windows and network terminology or not proficient with any basic Windows
functionality.
Any other technical support issues not specifically stated as being included
as part of technical support are excluded from this contract.
For City of El Segundo staff requiring technical support beyond the scope of this contract,
please contact EngSoft Solutions. We will be happy to discuss various service options
whic e c provide.
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ENGSOFT SOLUTI01AS
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Solutions
B E N C H M A r'
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XC20 Backflow Prevention Management Software
° ) ?� Water Quality and Distribution Software Suite
October 30, 2002
Quotation for:
City of El Segundo, CA
EI Segundo, CA
Code Item Price
XC2 -01 -0750 XC2QD Backflow Prevention Software - 750
Single User - 750 assembly records maximum.
Includes 00 Days Technical Support-
XC2PIcts -01QT XC2picts7M
Plug -in to XC2 for image compression. Single User Version.
Store multiple digital images for each assembly,
TECH -01 Technical Support Renewal - One Year
XC2 Annual Technical Support.
Sub -Total Proposal Amount:
CA Sales Tax LOS 8,250% (Taxable Amt: $1,770.00)
Shipping and Handling (Fed -Ex 2 -Day)
$1,495.00
$275.00
$300.00
$2,070.00
$146.03
$30.00
Total Proposal Amount: $27246.03
Quotation Pricing will be honored through December 29, 2002._
Purchase order must be received bv this date.
Thereafter, revised proposal pricing will be necessary.
EngSoft Soiutlons(XC20JCity of El Segundo, CA Page 1