HomeMy WebLinkAbout2004-009 Eden Systems, Inc EDEN
CONTRACT# TOM
. 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 1100 Oakesdale Avenue SW, Renton, Washington, 98055, and the City of Atascadero, California,
(hereinafter"Licensee"), a government organization having its principal offices at 6500 Palma Avenue,
Atascadero, California, 93422.
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 InForum 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 03/26/04
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
b. Use the Licensed Documentation only in conjunction with installation and use of the Licensed Program.
2.2 Delivery of Materials. Licensor shall deliver one copy of the Licensed Program and Licensed
Documentation to Licensee within a reasonable time following final execution of this 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 acknowledges 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 03/26/04
expenses allowed for Licensee's locality as specified in 41 CFR Section 301 Appendix A of the 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 03/26/04
of the Licensed Program or for lack of conformity occurring from Licensee's failure to update the 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 hardware/platform 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 03/26/04
the event of any conflict in the terms and conditions of this Agreement, the documents shall control in the
following order:
a. This Software License and Use Agreement;
b. Licensor's 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 California. Venue for all actions shall be in a court of competent jurisdiction in the State of 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. 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 Licensed Program to Licensor's Response to Licensee's Request for Proposal.
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 03/26/04
8.13 Cooperative Purchasing. Other municipal agencies in the same state may acquire the 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:
a. 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.
d. 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 1 st 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 03/26/04
whether expressed or implied, including without limitation any warranty of merchantability or fitness 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
n. 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 03/26/04
Authorized Signatures
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below.
[Licensor] Eden Systems, Inc. [Licensee] Atascadero, California
By: Jeff Green By: ��� " 'y�lV\hguf
Signature:q __,__ Signature:WMU Gv M"
Title: Chief Technology Officer Title:
Dater/a7 Date: �"�� 04-
License
4License Agreement Page 8 03/26/04
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-ESR/Products and Services
Exhibit H-Firstlogic Products and Services
Exhibit I- CORE Business Technologies Cashiering Products and Services
License Agreement Page 9 03/26/04
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Notes to Exhibit A - City of Atascadero, California
Eden Systems Deliverables- 13 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 03/26/04
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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 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 SQL Server 2000
• Microsoft SQL Server 7.0
• Informix v7.31
• Oracle 8i Release 2, 9i
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 03/26/04
Exhibit C
(Page 2)
Minimum Hardware Requirements'
Current Minimum Hardware Configuration-Standard Workstation
• CPU Pentium 111 450 MHz
• RAM 256 MB
• Hard Drive 2 GB
• Storage Space 500 MB of free space
• CD-ROM Any
• Video XGA, 1024x768, 16-bit Color
• Network Card 100Mbps (100BaseT), Half Duplex
• Network Protocol TCP/IP
Current Minimum Hardware Configuration—Server
• CPU Dual-processor, Pentium III 1 GHz
• 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.
1 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 03/26/04
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 03/26/04
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 03/26/04
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 Form Description Fixed-Fee
Number 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 Pa roll Check 600.00
9 Payroll Direct-deposit Advice 600.00
10 Payroll Timesheet 600.00
11 Payroll New Employment Application 600.00
Payroll W-2 0.00
1099 0.00
Total Forms Customization $6,600.00
• 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 03/26/04
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 Licensor's 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
None Included
Grand Total
License Agreement Page 20 03/26/04
Exhibit G
ESRI 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 ESRI, 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,
II, 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 03/26/04
Exhibit H
Firstlogic Products and Services
Licensee understands and accepts that the following terms and conditions are required in order for
Licensee to use applications created using CASS or other Firstlogic products:
Exports: Compliance With Laws. Each Party understands that the Products are or may be subject to law, regulation
and/or restriction by agencies of the United States Government, as well as laws, regulations and restrictions of other
countries, including but not limited to laws and regulations which prohibit export or diversion of certain technical
products to certain countries and individuals. Each Party shall comply in all respects with all applicable laws,
regulations, and restrictions applicable to the Products, the Services and/or such Party's business practices, including
but not limited to the Foreign Corrupt Practices Act and the regulations of the applicable United States Government
agencies and departments relating to the Export of Technical Data, as each such law or regulation is amended from
time to time.
US Government Restricted Rights. Firstlogic's Products and Documentation are provided to Integrator with the
following restricted rights: the use, duplication or disclosure of the Products by the Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR
52.227-19 as applicable. The Manufacturer of the Products is Firstlogic, Inc. located at 100 Harborview Plaza, La
Crosse, WI 54601-4071.
License Agreement Page 22 03/26/04
Exhibit I
CORE Business Technologies Products and Services
In consideration for the use of the InForum Gold Cashiering Module provided by CORE Business
Technologies, the licensee accepts and agrees to the following terms and conditions.
• This Exhibit is an attachment to and is part of the Eden Systems Software License and Use
Agreement.
• Except where otherwise noted in this Exhibit, all the terms and conditions contained in the Eden
Systems Software License and Use Agreement apply in full to the Cashiering Module that is provided
by CORE Business Technologies.
• Paragraph 4.1 of the Eden Systems Software License and Use Agreement is hereby omitted solely with
respect to The InForum Gold Cashiering Module. The InForum Gold Cashiering Module is licensed for
one year. The license files contained in the software are coded to coincide with the annual term of the
Eden Systems Software License and Use Agreement. The InForum Gold Cashiering license will be
automatically renewed for one-year periods upon receipt of the annual license fee. If the license is not
renewed the software will cease to operate.
• Should Eden Systems be found in default of the Eden Systems Software License and Use Agreement,
or chooses to discontinue support for the licensee, or chooses not to renew or is not allowed to renew
the reseller agreement with CORE Business Technologies, software support and updates to the
Cashiering Module will be provided by CORE Business Technologies upon receipt of the then current
support fee as published by CORE Business Technologies from time to time.
• Paragraph 8.12 of the Eden Systems Software License and Use Agreement is hereby omitted solely
with respect to The InForum Gold Cashiering Module. With the exception of contracted, customer
specific modification work, CORE Business Technologies does not provide source code. CORE
Business Technologies does provide a master escrow agreement.
License Agreement Page 23 03/26/04
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 $125 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 Licensor'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 03/26/04
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 $125.00
Consulting/Management $125.00
Training $125.00
Installation and Setup $125.00
Data File Conversion $125.00
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 03/26/04
EDEN
m s y s t e m s
Black River Corporate Park
1100 Oakesdale Ave. SW
Renton, WA 98055
Ph: 800 328 0310
Fax: 425 254 1402
www.edeninc.com
March 26th, 2004
Ms. Rachelle Rickard
Admin. Services Director
City of Atascadero
6500 Palma Avenue
Atascadero, California 93422
Dear Ms. Rickard:
Enclosed please find two original executed copies of a license agreement for the
City of Atascadero's upgrade to our InForum Gold software products along with
the associated services.
Please have these license agreements signed by the appropriate person and
return one of the originals to our Renton office. Once we have received that
executed copy, we will work to get this project onto our schedule.
I would like to thank you and the rest of the City staff for your continued
confidence in Eden Systems and our software products. We are excited to know
that the City will be migrating to our newest platform in the near future.
If you have any questions or would like additional information, please feel free to
call. I am generally available at (800) 328-0310.
Sincerely,
V
Jeff Green
Chief Technology Officer
Cc: Karl Snyder