CONTRACT 2546 License Agreement CLOSED t
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 El Segundo,California(hereinafter"Licensee"),a
government organization having its principal offices at 350 Main Street, El Segundo,California 90245
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
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 a nnend nnents:
1.1 "Licensed Program." The computer program designated by Licensor as InForumTM or Command Series TM
including object code,as well as related procedural code,and documentation of any type which describes it. The
Licensed Program is more specifically described in the"Products" section of Exhibit A attached to this Agreement
and incorporated herein by reference.
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." Problenrn caused by incorrect operation of the computer code of the Licensed Program or an incorrect
statement or diagrann in Licensed Docnnnentationn that produces incorrect results or causes incorrect actions to
occur.
1.5 "Error Correction." Either a maintenance modification or addition that,when made or added to the Licensed
Program,establishes material conformity of the Licensed Program to the f nictional 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 or are required to ensure the Licensed Program continues to operate in accordance with the
Licensed Documentation.
1.7 "Specifications." The functional performance parameters of the Licensed Program effective on the date of this
Agreement, as set forth in on-line documentation inn1xdded within the Licensed Program.
1.8 "Proprietary Information." Unpublished"know-how"and"trade secrets"which shall include(without
limitation) computer programs,program designs,algorit.innns, 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, connli,gurati,on,programming, and
protocol of the Licensed Program.
Eden/City of El Segundo License and Use Agreement Page 1
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 calendar year, commencing on January 1 and 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 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 at the City of El Segundo, 350 Main Street, El Segundo,California 90245 and is licensed for use
on a HP Netserver LX Pro,a single host system,for up to 24 concurrent users,for the sole and express
purpose of supporting the internal business act,i.vitics of Licensee,and for no other use or purpose;
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 reasonalalc time following final execution of this Agreement.
2.3 Necessity for third party Software. Licensee acknowledges that in order to be executed,the Licensed Program
requires certain third-party software specified in Exhibit E,the acquisition of which shall be the sole responsibility
of Licensee to obtain and maintain in its most current release. Licensee agrees that prior to use of the Licensed
Program in any manner,Licensee will obtain necessary licenses from the vendors of such third party software.
2.4 Limited Support of Licensed Program. Licensor shall,at no additional charge to Licensee,„provide Maintenance
Modifications as may be required to fix errors in the Licensed Program and ensure that the Licensed Program
operates as described in the Licensed Documentation. Licensor shall not be required to correct errors caused by
modifications made to the Licensed Program by Licensee.
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 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 at its announced license fees for such
Enhancements,provided,however,that if Licensor develops an NT version of the Licensed Program described in
Exhibit A for use with the Informix database,Licensor will provide the first such version at no additional license fee
to Licensee.
2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of any
Maintenance and Enhancement Modifications developed by Licensee within a reasonable period after development.
Eden/City of El Segundo License and Use Agreement Page 2
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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 Docturtentation is granted under this Agree'tnent,and no such assertion shall be made by
Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed Doctuncntat ioit as
set forth herein,which right of use is not coupled with an interest and is subject to termination 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 Docurnentat'ion.
SECTION 4-FEES AND PAYMENTS
4.1 License Fee. In consideration of the licenses granted hereunder,Licensee shall pay Licensor a one-rime 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 maybe
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 greater of$35 per day or the maximum 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, lodgirig, car rental,parking, l:reiglit costs
and reproduction charges incurred by Licensor on account of this Ag;reentettt, shall be billed to the Licensee.
Licensor shall have the right to charge a 5%administ:rat:ive fee for all fees and charges specified in this Section.
4.5 Payment. The License fee set forth herein shah be paid by Licensee according to the payment schedule set forth in
Exhibit B.
SECTION 5-PROPRIETARY PROTECTION OF MATERIALS
5.1 Acknowledgment of Proprietary Materials;Limitations on Use. Licensee acknowledges that the Licensed
Program and Licensed Docuinctttation are unpublished works for purposes of federal copyright law and embody
valuable c:onfidentia I and secret inforrnation of Licensor,the development of which required the expenditure of
considerable time and money by Licensor. Licensee shall treat the Licensed Programs and Licensed Documeritatioti.
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.
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as
pe ntitted hereunder, Licensee shall require that the Licensed Program and Licensed Documentation be kept on
Licensee's premises which shall be maintaaitied in a manner so as to reasonably preclude unauthorized persons from
ga.itting access thereto, and Licensee shall permit access only as necessary for either party's use thereof in
accordance with the terms of this Agreement.
Eden/City of El Segundo License and Use Agreement Page 3
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 reproductions are for the private internal use of
Licensee,and all such reproductions bear Licensor'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 involved 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
perfbrr lance 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 Licensed Programs and Licensed
Docauareratation 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 darn ige for which remedies other than injunctive relief may be inadequate, and Licensee agrees
that in any request to a court of cornpetont jurisdiction by Licensor for injunctive or other equitable relief seeking to
restrain such use or disclosure,Licensee will not urge that such remedy is not appropriate under the circumstances.
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 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 implcnrent 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 5.5 shall survive termination of this Agreement for any
reason.
SECTION 6-LIMITED WARRANTY,LBMATION 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 and will not infringe any third-party rights in patent, copyright, or
trade secret.
6.2 Limited Warranty of Conformity. Licensor warrants,for the benefit only of Licensee,that for the life of the
Agrcement,the Licensed Program will conform in all material respects to the Licensed Documentation but only if
Licensee maintains uninterrupted Software Support. If Licensee declines or fails to maintain uninterrupted
Software Support from the date of this Agreement,then this warranty shall not apply,provided, however,if
Licensor terminates support upon expiration of the Support Agreement Term, this limited warranty shall continue
for a period of 6 months after such termination. 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
distribute(],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 unless and until it has actual knowledge of the error.
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
Eden/City of El Segundo License and Use Agreement Page 4
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MERCHANTABILITY AND FITNESS FOR A PARTICULARP OSE WITH RESPECT TO SAID e_ c
MATERIALS OR THE USE THEREOF. r j I or
1 `
6.5 Limitation of Liability. EXCEPT WITH RESPECT TO(A)LIABILITY ARISING FROM CLAIMS OF
INFRINGEMENT OF THIRD-PARTY RIGHTS IN THE UNITED STATES IN COPYRIGHT,TRADE SECRET,
TRADEMARK OR(B)LICENSOR'S INDEMNITY OBLIGATION SET FORTH IN SECTION 6.7, 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 hereby does agree to indemnify,defend,protect,and hold harmless
Licensor and its agents,officers,and employees, from and against any and all liability, claim,action,demand,
causes of action, suits, damages,judgements,loss, action, and expenses of whatever nature,including attorney's
fees, (1)resulting from Licensee's use of the Licensed Program and Licensed Documentation and(2)alleging that
any Maintenance Modifications made by Licensee,but not approved in writing by Licensor,infringe any third-party
rights in the United States respecting copyright,trade secret,trademark or patent. The foregoing indemnification is
predicated upon Licensor(1)fully 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 indennzihcation is sought.
6.7 Licensor Indemnification. Licensor shall and hereby does agree to indemnify,defend,protect and hold harmless,
Licensee and its agents,elected and appointed officials,employees and volunteers from and against any and all
liability„ claim; action, demand,causes of action, suits,damages,judgmnents,loss,action and expenses of whatever
nature,including attorney fees that arises out of any act,omission,fault or negligence of Licensor, or its employees,
agents or representatives,in connection with or incidental to services provided by Licensor pursuant to this
Agreement, except to the extent caused by any act, omission,fault or negligence of Licensee,or its ernployces,
agents or representatives.
In addition,,and not by way of limitation,Licensor shall and hereby does agree to indcnYnit�, defend,protect,and
hold harmless Licensee and its agents,elected and appointed officials,employees, and volunteers from and against
any and all liability, claim,action, demand,causes of action, suits,damages,judgments,loss,action,and expenses
of whatever nature, including attorneys'fees,alleging that the Licensed Program and Licensed Doctunentation or
any maintenance modifications or enhancements made by Licensor infringe any third-party rights in the United
States with regard to copyright,trade secret,trademark,or patent.
Licensee shall fully cooperate with Licensor in the defense or settlement of any such action;provided,however„that
Licensee shall not be required to incur any costs associated with such cooperation. Licensee shall provide to
Licensor prompt written notice of any claim,demand,or action for which indemnification is sought. This
indemnity shall not apply to the extent that Licensor is prejudiced by the failure of Licensee to provide such notice
and/or cooperation.
6.8 Survival of Terms. The provisions of Sections 6.1 through 6.7 shall survive tenni.nat.ion of this Agreement for any
reason.
SECTION 7-TERM AND TERNIINATION
7.1 Term. This Agrecirient,shall continence on the date and year contained herein and shall continue until terminated
in accordance with the terms thereof.
7.2 Termination by Either Party. In the event that either party materially breaches or otherwise materially fails to
perform any part of this Agreement,then the party hereto not in breach shall, at its option,notify in writing the
party in breach and demand that such material breach or failure to perform be corrected within sixty(60)days and
such notice shall describe with specificity the nature and extent of the breach. If the party in breach fails to correct
Eden/City of El Segundo License and Use Agreement Page 5
the breach within sixty(60)days after such notice is provided,the other party may, at its sole discretion,
immediately terrnivat,e this Agreernent by giving the party in breach written notice of terra ination.
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 Docunnentation, and any copies or
portions thereof,including Maintenance Modifications or Enhancements. Upon return of such Licensed Program
and Licensed Documentation and other materials,Licensor shall refund all License Fees paid by Licensee exclusive
of the amounts paid for services,third party applications, software, and tools and actual expenses related to this
Agreement. Subject to section 6.7,the refund of License Fees shall be Licensee's exclusive remedy upon such
termination.
SECTION 8-MISCELLANEOUS
8.1 Entire Agreement. The provisions herein constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements,oral or written, and all other communications relating to
the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective
unless set forth in a document that purports to amend this Agreenment and that is executed by both parties hereto.
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,
liowever,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'Proprictary lnfommation,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 Ager cnaent shall be governed by and construed in accordance with the laws of the state of
California. Venue will be deemed appropriate in the county of Los Angeles, California.
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. Anynotice required or permnitte4 to be made or given by Licensor under this Agreement shall be made in
writing and delivered by hand or by certified mail,postage prepaid,to the City Clerk or any Assistant City Clerk
addressed as first set forth above. Any notice required or permitted to be made or given by Licensee under this
Agreement shall be made in writing and delivered by hand or by certified mail,postage prepaid,to the President of
Licensor addressed as first set forth above.
8.7 Installation. Licensor shall be exclusively responsible for delivery and installation of the Licensed Program.
Licensor shall provide Licensee written notice after the Licensed Program(or any independently functional portion
thereof)is installed and the applicable training is administered to Licensee. The date that such notice is received is
the"Installation Date" .
8.8 Acceptance Testing. Licensee shall commence Acceptance Testing on or before ten(10)business days after the
Installation Date. Acceptance Testing shall be performed in accordance with the list of functional items outlined in
Exhibit F,titled"Acceptance Test Criteria",which exhibit is incorporated herein by this reference. If the Licensed
Program does not successfully pass Acceptance Testing,then Licensee shall notify Licensor in writing of such
failure("First Notice of Failure"). Said notice shall specify with reasonable detail to the extent known by Licensee
in which respects the Licensed Program failed to pass Acceptance Testing. Licensor shall make such corrections
and modifications to the Licensed Program as are necessary to establish a reasonable basis for additional
Acceptance Testing,and shall install the mnodifCed software within a period of thirty(30)days from the First Notice
of Failure. Licensor shall provide Licensee written notice after the installation is complete and retesting by the
Licensee can begin. The date that such notice is received is the"Retest Installation Date". Licensee shall complete
Acceptance Testing within a period of ten(10)business days after the Retest Installation Date. If the Licensed
Eden/City of El Segundo License and Use Agreement Page 6
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Program again fails Acceptance Testing,then such failure may be deemed by Licensee to be a 1' ' N
this Agrecmcnt and Licensee shall have all rights and remedies set forth in this Agreement.
8.9 Acts of Insolvency. The Licensee may terminate this Agreun'nent by written notice to the Licensor if the Licensor
becomes insolvent,makes a goncral assignmentfor the benefit of creditors, suffers or permits the appointnnent 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 insurance in form and scope reasonably
acceptable to the City Attorney of Licensee in the nn.i.ninnnnn amounts of-
a.
£a. General Liability: $1,000,000 per occurrence for bodily injury,personal injury and property
damage;
b. Autonnobile Liability: $1,000,000 per accident for bodily injury and property damage;
c. Worker's Compensation and Employer's Liability: Worker's Compensation as required by
the Labor Code of the State of Calitinrnnia and Employer's Liability limits of$1,000,000 per
accident.
Licensor agrees to deposit with licensee upon request, certificates of insurance necessary to document that the
conditions of this section are satisfied. r
8.11 Equal Opportunity Employer. Licensor shall not discritainate in its recruiting,hiring,promotion,demotion,or
tern:nrination practices on the basis of race,religious creed,color, national origin,ancestry, sex, age,or physical
handicap in the performance of this Agreennent.
SECTION 9-SOFTWARE SUPPORT
9.1 Scope of Service. Licensor shall render support and services between the hours of 8AM and 5PM, PST(Pacific
Standard Time)or PDT(Pacific Daylight Time),whichever is in effect,for the following:
a. Telephone Support-Calls related to operation of the Licensed Program,reporting of a potential error
condition or a bnnornnal termination of a progrwn,or request for minor assistance related to the Licensed
Program;
b. Support Enhancements-Selected Enhancements,the nature and type of which shall be deternn.inn(A 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 of the
nature specified elsewhere in this Agreement.
c. VCS(Version Control System)Maintenance-Library of Licensed Program for Licensee complete with
modifications authorized by Licensee,perti nned by Licensor,and delivered to Licensee site for use.
9.2 Fees and Charges. Until termination of Licensor's obligations of support,Licensee shall pay Licensor annual
support charges for basic support for the Licensed Program at a rate equal to 15% of the amounts listed in the
Support Basis column of Exhibit"A".
Licensor reserves the right to change its support rate at the beginning of each Support Agrmnne.nnt.Term,provided
that no such change shall be an increase of greater than 10% of the support rate for the prior year and that no such
increase will be effective until at least 90 days after Licensor has given Licensee written notice of such change.
All annual support charges are due and payable on or before the 1"day of each Support Agreement Term.
Charges for meals and incidental expenses associated with the delivery of support will be charged on a per diem
basis. The rate for such per diem shall be the greater of$35 per day or the maximum meals and incidemal expenses
Eden/City of El Segundo License and Use Agreement Page 7
allowed for Licensee's locality as specified in 41 CFR Section 301 Appendix A of the Code of Federal Rel ulatims.
Partial days(1/2 day or less)will be billed to the Licensee at one half the applicable rate.
Other reasonable costs,actually incurred by Licensor within the scope of service and support,including but not
limited to air/trainYtaxi fare,lodging„ car rental,parking, freight costs and reproduction charges incurred by
Licensor,will be reimbursed by Licensee upon request from Licensor accompanied by evidence of such costs.
Licensor shall have the right to charge a 5%administrative fee for all reimbursable costs specified in this Section.
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 maintairrirrg all 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 coni pilat.ious 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 requir'ernents 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 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 fiuther instrument,including documents of assignrner t 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 SERVICES
TO BE RENDERED HEREUNDER,WHETHER EXPRESS OR IMPLIED,INCLUDING WITHOUT
MMATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
9.6 Termination of Support. "Licensor's obligation to provide support as set forth in section 9(and Licensee's
obligations to make support payments)may be terniumed by either party hereto, at that party's sole discretion,upon
expiration of the then current Support Agreement Term,provided that written notice is given of such termivat,ion to
the other party at least 60 days prior to the expiration of the current Support Ag,rwinent Term. Failure by Licensee
to make Support payment as required by section 9.2 shall not be a breach of this Agreement but shall give the
Licensor the right to immediately suspend Support,and if payment is not made by Licensee within thirty(30)days
thercal'ter,Licensor may pernranerrtly cancel and terminate its obligations to provide such Support. The obligation
to provide support shall also immediately terrnirrate upon ternrirration of this Agreement.
Eden/City of El Segundo License and Use Agrcernent Page 8
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as set forth below. Z t-46
ii Vo'0„ "liiii, N D o
Eden Systems,Incorporated City of El Segundo
By. CluistOp cl-P Salt By. N�nc M. Werillre ck L
S'igaaturei
Signature:
Title: C ol Title: Mayor Pro Temlj'�`,
Date: Date: 10-07�i97
�2
Eden/City of El Segundo License and Use Agreement Page 9
Exhibit A
InForum Deliverables
................................... ............
Product,,4,:,Serviccs apm
,and Equient Published �Onsitc Other tipgradc Total
Training/Setup Days 11,;:rstimated License Fee Services Services, Credit]
:trips to site (Support Basis) Third Party Discount
Products
Products:
Financials-Budgeting, General Ledger, $29,950.00 $14,400.00 44,350.00
Accounts Payable,Accounts Receivable,
Purchasing; [211, f61
Payroll/Benefits/ V $29,950.00 $9,600.00 39,550.00
Position Control; [12}, f 41
Human Resources&Applicant $20,950.00 $3,200.00 $24 1
50.00
Tracldng; fl,, {2}
QSI Cash Register Interface $500.00 $500.00
............
Services:
... ... ..................
Enhancements-(Estimate-See Exhibit
D) ...........
Consulting/Management(Estimate-
See Exhibit D)
Data File Conversion Services- .......... .. ... -$20,0-00.00 $20,000.00
(Estimate-See Exhibit D)
Equipment, Third Party Applications,
Database Software, Tools:
.............................................. ................. . ........ .........
Database Server(Exhibit G) $2,000.00 $38,911.00 $40,911.00
........... ........ ............
Informix,tools f 11 $44,725.00 ($9,944.00) $34,781.00
C-Compiler $600.00 $600.00
ODBC Drivers 10 users $1,000.00 $1,000.00
TCP/IP,Emulation 32 users $8,320.00 $8,320.00
IQ Report Writer for Windows 10 users; $5,720.00 $1,600.00 $7,320.00
[31, 111
IQ Data Dictionaries $1,500.00" ' .......... $1,500.00
Other:
Taxes
Frei t-(Estimated) $300.00 $300.00
Travel,Expenses-(Estimate-See $12,000.00 $12,000.00
Exhibit D)
Total $88,570.00 $30,8000) $125;8`5!x;00 ($9944.00 $235~282.00
,
Eden/City of El Segundo License and Use Agreement Page 10
Exhibit A
Other Optional Deliverables
The following list of prices for products and services are protected(a)in the case of Command Series applications for a
period of 18 months from the date of execution of this Agreement; and(b)in the case of InForum applications,if and
when released,for a period of 12 months from the date of official release of the product; by Eden.
License fees paid by Licensee for Command Series applications for which there is a subsequent InForum product
release,will be applied toward the InForum product license shown under"InForum License Fee"below,resulting in an
upgrade to the InForum application for the price shown under"InForum Upgrade License Fee".
Implementation of these optional applications will result in additional travel and out of pocket expenses to Licensee,
such estimate provided below. With the exception of Parcel Managcr/P'ermits&Inspections,for which the estimated
conversion services noted in this exhibit solely apply,it is agreed that Eden is not responsible for data conversion for any
other optional application without first negotiating with Licensee a cost to provide such additional data conversion.
Products,Services and Equilunent. ' Published Clnsite InFor°unt InForum
Trai ning/Sictup Days 1l;Estimated License free for the Services for License Fee 1Jpgrade
trills to site, . Listed Product the Listed N Liccose Fee
( upPort.Basis) Product
Products:
Feil d�sets(Command Series $2,500.00 $1,600.00 $7,500.00 $5,000.0 11 0
-
Parts Inventory(InForum-not released) $7,500.00 $1,600.00 $7,500.00 $7,500.00
Business Licensing(Command Series- $3,500.00 $3,200.00 $7,500.00 $4,000.00
released)
Utility Management System(Command $8,500.00 $4,000.00 $29,950.00 $21,450.00
Series-released)
Parcel Manager/Permits&Inspections $29,950.00 $7,200.00 $29,950.00 $29,950.00
(InForum-released)
Services:
Graphical User Interface(GUI) $2,400.00
Consulting/Management(Estimate-
See Exhibit D)
Data File Conversion Services- $5,000.00
Estimate
Equipment, Third-Party Applications,
Database Software, Tools:
d
Other:
Travel,Expenses-Estimate .. ... � .... � $6,000.00„� . � ... ....... I
Eden/City of El Segundo License and Use Agreement Page 11
Exhibit B
Billin ll-',r yinent Schedule
ftoiluetaervice On F=cufioxi.. . As Accepted Projec.tA s it Total..
Retainer Occurs
Financials-Budgeting, General Ledger, $14,975.00 $8,985.00 $5,990.00 $29,950.00
Accounts Payable, Accounts Receivable,
Purchasing
Payroll/Benefits/ $14,975.00 $8,985.00 $5,990.00 $29,950.00
Position Control
Human Resources&Applicant Tracking $10,475.00 $6,285.00 $4,190.00 $20,950.00
QSI Cash Register Interface $500.00 $500.00
Data File Conversion Services- $20,000.00 $20,000.00
(Estimated)
Database Server $38,911.00 $2,000.00 $40,911.00
Database shipping m (Estimated) $300.00
C-Compiler $600.00
Informix,tools $34,781.00 $34,781.00
ODBC Drivers 10 users $1,000.00 $1,000.00
TCP/IP,Emulation 32 users $8,320.00 $8,320.00
IQ Report Writer for Windows $5,720.00 $5,720.00
IQ Data Dictionaries $1,500.00 $1,500.00
. ... .......... .
Travel,Expenses-(Estimated) $12,000.00 $12,000.00
Training $28,800.00 $28,800.00
$2 . 1 , $135,282.00 ,
l"r�t'aw'M':s "'1':12,057.C'11') �C,'�a5.l�d:� $�a"r �.'7'(i.C)t.) _ �;fy(.18�)f�.(11
Eden/City of El Segundo License and Use Agreement Page 12
Exhibit C `,
Database Sofhware, Tools a 1"1 (! :1rq1, '
k
llroduet. 'ervircte Qt), Price 1""a. rwal
Informix Online Dynamic Server-Development 5 $1,500.00 $7,500.00
Informix Online Dynamic Server-Runtime 19 $1,125.00 S21,375.00
Informix 4GL Compiled-Development 3 $900.00 $2,700.00
Informix 4GL Compiled-Runtime 21 $300.00 $6,300.00
Informix RDS-Development I 3 $900.00 $2,700.00
Informix Debugger-Development 3 I $300.00 $900.00
Fourgen menus 1 $3,250.00 S3,250.00
Subtotal In f ormix, tools $44,725.00
Discount
.... ($9,944.00)
„ Total Informix, tools $34,781.00
................................................................. .............. e._..
ODBC 10 $100.00 $1,000.00
WRQ Reflection Suite-TCP/IP, Emulators 32 $260.00 $8,320.00
Total ODBC, TCP/IP,Emulators $9,320.00
Totals $44,101.00
Eden/City of El Segundo License and Use Agreement Page 13
Exhibit D
Services
Estimated Services
The 1'ifllowi:ng services and related cost items are included in this Agreement with the understanding by both parties that
no in-depth research or analysis has been done by either individually or jointly relating to the actual work required to
deliver such services. Consequently,the estimated costs included here cannot be relied upon by either party as an
accurate cost to provide such services as further described below.
Enhancements,Consultin /Manaeement,Travel,Exuenses -Based on Licensor's perception of the enhancements,
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. ff the
nature of the requirements causes a change in excess of 10%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.
Data File Conversion Set-vices-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,the estimate provided herein is based on
Licensee providing legacy system data in EDEN's prescribed conversion formats for each module to be converted below.
Provided that data can be furnished in the required formats,EDEN will not exceed the estimates shown and will include
efforts relating to the running of the conversion program,testing and verifying the converted data, and consulting with
Licensee technical staff or service providers regarding the conversion specifications.
Should Licensee be unable,for any reason,to provide data in EDEN's prescribed formats,EDEN may,at its option,be
employed to assist in extracting legacy data and formatting it according to its standards. Such services will be billed to
Licensee according to EDEN's then standard hourly rate and will be in addition to the conversion estimate provided
herein.
If the nature of the requirements causes a change in excess of 10%of the original estimate for the conversion of any one
or an aggregate of the named applications below,the Licensor will inmediately notify the Licensee and both parties will
negotiate an adjusted cost to provide the product before any work may proceed.
Co
�,tt�Aii~,a't'li7rn Module 1l,+rru�r`s �Estinratc, st Estimate
Financials-Budgeting, General Ledger, 80 $8,000.00
Accounts Payable,Accounts Receivable, i
Purchasing
Payroll/Benefits/ 80 $8,000.00
Position Control
Human Resources&Applicant Tracking 40 $4,000.00
QSI Cash Register Interface 0 $.00 1
Total Estlinate 200 $20,000.00
Eden/City of El Segundo License and Use Agreement Page 14
MIST
Exhibit D K.,1,
Services (continued)
All Estimated Services- All estimated services described within this Exhibit D shall be invoiced to Licensee by
Licensor,due and payable as such services are delivered to Licensee. It is agreed that the value of the estimated services
(with the exception of services in excess of the estimates)equals the cost estimates herein,regardless of whether or not
such services are delivered in their entirety. The final payment for services shall be equal to the cost estimate,less prior
payments for services delivered,plus the cost of services delivered above the cost estimate.
Onsite Services
Training,I'nstall'ation, and Seton.-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 tnaximutn of 36 days to administer such
services to licensee personnel and the need for additional services, as determined by the Licensee,will be charged to the
Licensee at Licensor's then-going hourly rate. Such additional services and the payment for same shall be authorized
via the Licensor's AFPS(At diorization For Professional Services)and no additional such services shall be administered
without a fully executed AFPS by the Licensee.
Written acknowled,taicut of acceptance or full payment of the license fee for any module listed in Exhibit A shall signify
full satisfaction of the con.tn.itincnt 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 o1wrating software,equipuiew and related tools to Licensor in order that Licensor place the Licensed Program
on the Licensee's computer system named herein and make sure that the Licensed Program will work with the operating
system provided. This will constitute`installation and setup' and will be performed for the price quoted herein.
Eden/City of EI Segundo License and Use Agreement Page 15
Exhibit E
Third Party Products
Product Name/Manufact urer
Operatiug System-SCO Openscrver Release 5.x/The Santa Cruz Operation(SCO), Inc.
)i1cr-SCO Opewerver Development Kit/The Santa Cruz Operation(SCO), Inc.
ODBC-Interso1v Data Direct S,erics/Intersolv,Inc.
TCP/IP-WRQ Reflection Suile/WRQ. Inc.
...............
Eden/City of El Segundo License and Use Agreement Page 16
Exhibit F
Acceptance Test Criteria
City of EI Segundo
ACCEPTANCE TEST Eden System Proposal #FIN-3-96
�Systemlsubsystem
Feature Description Feature RFP Resp Comment
Ref.
Payroll/Benefits/Position
Control
Capability to process pay 321 Y Capability to process voided checks, manual checks, and
from multiple employers to a reissue checks, verifying the appropriate distribution to
single employee. the GL.
User-defined labor 381 Y Substantiate that system provides for retroactive pay
distribution of earnings, processing for up to five bargaining units which may each
benefits, and deductions. have different dates of approval and effective dates of
the salary increases.
FSLA coding and 336 Y Manually verify the accuracy of FLSA calculations, as
calculation. well as the calculations of Federal, State, and Local
taxes.
Capability to deal with tax 369 Y Verify the adequacy of data computed in quarterly
calculations for Federal Federal 941 tax form.
Payroll taxes.
Capability to deal with tax 370a Verify the adequacy of data computed in quarterly
calculations for State Payroll (California DE6 for EDD.
taxes.
370b Verify the accuracy and format of bi-weekly data
provided to Public Employee Retirement System.
Flexible direct deposit 351 Y Verify with bank and deferred compensation provider that
processing uploaded data for direct deposit and deferred
compensation withholdings conform to existing
requirements.
Processing iof premium pay 338 Y Verify that Eden paycode format allows for the procesing
on a one-time, recurring, or of"Premium Pay" on a one time, recurring, or irregular
irregular basis. basis.
Provide for retroactive pay 380 Y
processing
Finance/General Ledger
Integration with financial 377 Y Verify the line item accuracy of Payroll distribution into
fund acctg. module. the General Ledger.
Optionally, be able to 66 Y Test budget distribution option where funds are
manually enter the budget distributed unevenly throughout the fiscal year. Can the
distribution across the revenues be distributed in a manner different than the
"available accounting expenditures? Can the distribution be done globally, and
periods. I �pecific line items be overridden?
Full on-screen GL reporting 20 Y Verify full on-screen reporting gives the user the ability to
is allowed with the ability to view details down to the transaction level.
view details to the
transaction level in a classic
"T" account format
Eden/City of El Segundo License and Use Agreement Page 17
Exhibit F (continued)
Acceptance Test Criteria
ACCEPTANCE TEST Eden System Proposal #FIN-3-96
System/Subsystem
Feature Description Feature RFP Resp Comment
Ref.
Budgeting is fully integrated 76 Y Trace a sample of transactions verifying the full
with Job Costing, integration of the budgeting system with Payroll, Job
Expenditures, Revenues and Costing, and General Ledger modules.
Payroll.
N/A Run a month-end closing and test the output.
N/A Manually test several days' posting distribution of cash'
receipts. Note: This does not include the Quadrant Cash
Register interface.
Finance/Accounts Payable q
Allows for current month 27 Y Allows multi year processing of invoices, Pos, and
processing while prior „encumbrances. For example, July and Aug. invoices and
months remain open. Pos can be processed without impacting prior year
balances.
Allow for pre-encumbrance a 129 Y Verify that the system allows for pre-encumbrance
laccounting accounting at the requisition stage, before purchase
order is issued, and that pre-encumbrances can be
included in budget checking.
All document entry, edit, and 243 Y Verify that budgetary control is active during all data
posting cycles validate: over entry, edit, and posting cycles. Examine various options
budget conditions. for budgetary control; at line item, division, or program
level.
Eden/City of El Segundo License and Use Agrecinent Page 18
Exhibit GM „
DATABASE SERVER T41"
Ptwduct, 'ervice
HPDD4315B NetServer LX 6/200 SMP MIA 128mb (1)
HPDD4892A 32MB 60ns Parity SIMM(4)
--- ------ -
HPDD4289A 9.1 GB Hot Swap Ultra SCSI Disk Module ('4)
p HPDC1552B Sure5tore DAT8eU 8GB DAT Drive DD-2 (1)
HPDJ3171A Fast EthLnkXL PCI 10/100B-TX(1)
I APCSU220NET Smart-up 2200(1)
HPD2806B Flat Square 15"Multi Sync Color Display(1)
SCO62318 OpenServer Enterprise R5.0.2 CD (1)
SCO62345 OpenServer Development R5.0.2(1)
SCO62324 OpenServer 5.0 25-user License(1)
SCO62336 OpenServer 5.0 SMP License (1)
Eden/City of El Segundo License and Use Agreement Page 19
AT