HomeMy Public PortalAboutAgreement_2013-07-29_ EdgeSoft_Software LicenseEdgeSolt, /nCs
EDGESOFT
SOFTWARE LICENSE AGREEMENT
PARTIES:
LICENSOR:
Edgesoft, Inc.,
6133 Bristol Parkway, Suite 220
Culver City
CA 90230
Email: info@edeesoftinc.com
LICENSEE:
City of Temple City
9701 Las Tunas Dr.
Temple City, CA 91780
(626)285-2171
Email: info@temolecity.us
AGREEMENT
1. Definitions. As used in this Agreement, including the Attachments hereto, the
following terms shall have the following meanings.
a. "Initial Installation" means the first instance of installation or loading of any
portion of the Software onto Licensee's chosen computer, network or
system, without regard to completion of modifications or other services to
be performed under this Agreement.
b. "Licensee Modifications" means any modification., enhancement or addition
to the Software developed by or for Licensor especially for Licensee's use or
at Licensee's request.
c. "Licensor Modifications" means any modification, enhancement or addition
to the Software by or for Licensor, other than Licensee Modifications.
d. "Material"
as
applied to
the Software
or an
application, shall
mean a
significant
or
substantial
alteration or
effect
on the function or
output
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thereof, and "cure" as applied to a Material failure shall mean the provision
of functional equivalent functions or means.
e. "Specificationsmean the written (both hard copy and electronic text files)
description of the functions, capacity, performance and features of the
Software as delivered by Licensor to Licensee under this Agreement
(including, without limitation, any such description in a response to RFP or
RFI delivered by Licensor to Licensee, in a Licensor product brochure
provided by Licensor specific to the Software, or in correspondence from
Licensor to Licensee).
f. "Software" means the version of the Edgesoft, Inc. software packages,
applications and interfaces selected by Licensee, listed in Section 2.1 of
Attachment A.2 (each an "Application"), current at the time of signing this
Agreement, and shall include any Licensee Modifications and Licensor
Modifications provided by Licensor to Licensee.
g. "User Materials" means all written and electronic documentation, manuals
and materials provided by Licensor to Licensee for use in connection with the
Software.
2. Grant of License. Licensor grants Licensee anon -transferable, non-exclusive
license to use the Software and User Materials, on the terms and conditions set
forth herein.
a. Scope of License: Under the License granted herein Licensee may use, copy
and distribute the Software (in machine-readable, object code form only)
and User Materials to: (i) install, use and execute the Software on computers
that Licensee owns or leases for purposes of serving Licensee's internal
business needs; (ii) support Licensee's use of the Software under this
Agreement; and (iii) transfer or copy the Software from one of Licensee's
chosen computers to another, store the Software's machine-readable
instructions or data on a temporary basis in main memory, extended
memory, or expanded memory of such computers as necessary for such use,
and transmit such instructions or data through Licensee's chosen computers
and associated devices.
b. License Restrictions. Licensee may only use the Software and User Materials
within the limited scope set forth herein. In particular, and. without
limitation, Licensee agrees that Licensee and Licensee's employees will not:
(i) assign, sublicense, transfer, pledge or grant a security interest in, lease,
rent or share Licensee's rights under this License Agreement with any third
party; (ii) reverse assemble, reverse compile, cross compile or otherwise
adopt, translate or modify the Software; or (iii) refer to or use any portion of
the Software or User Materials as part of any effort to develop any other
software program.
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3. ownership; Proprietary Protection. This Agreement does not provide Licensee
with title to or ownership of the Software, but only a right of limited use. Licensor
shall have sole and exclusive ownership of all right, title and interest in and to the
Software and User Materials, all copies thereof, all derivative works, and all related
material generated from the Software including material displayed on the screen
such as icons, screen displays, etc. (including ownership of all copyrights,
trademarks and other intellectual property rights pertaining thereto), whether
created by Licensor or any other party, subject to the rights of Licensee expressly
granted herein.
4. Confidential Information: Non -Disclosure. Licensee acknowledges that the
Software and User Materials, and all underlying ideas, algorithms, concepts,
procedures, processes, principles, know-how, and Licensor's methods of business
and technical operation (collectively referred to as "Confidential Information") are
confidential and contain trade secrets. Licensee shall not use, disclose or cause
disclosure of, or distribute any Confidential Information, directly or indirectly,
without the prior written consent of Licensor, except that Licensee is authorized to
disclose Confidential Information to Licensee's employees or agents as required
for Licensee's use of the Software as authorized by this Agreement or as required
by Law, which obligation shall survive the termination of this License, to the extent
allowed by law. Licensee shall indemnify Licensor for damages or costs incurred
by Licensor as a result of the unauthorized use, disclosure or distribution of any
Confidential Information by Licensee or any of Licensee's employees or agents.
5.
Fees. The
fees payable by Licensee to Licensor under
this Agreement
shall consist
of License
Fees and additional fees for the services to
be provided by
Licensor set
forth in Attachment A.2. If any portion of the Fees is
paid through an
installment
note, any
default under the terms of said note will constitute default
by Licensee
under this
Agreement.
a. License Fees. License fees shall be paid by Licensee solely in consideration of
the License granted under this Agreement, and shall be invoiced and payable
in the amounts and at the times in accordance with the Schedule of Fees set
forth in Attachment A.1, License Fees are exclusive of Service Fees, and shall
not constitute consideration or payment for set-up, implementation
management, training and consulting, data conversion, modifications or
maintenance.
c. Maintenance Fees. Maintenance fees shall be paid by Licensee solely in
consideration of those maintenance and support services described in a
separate Software Maintenance Agreement between Licensor and Licensee.
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d. Taxes. As applicable by Any State law, Licensee is solely responsible for
paying sales or use tax directly to the state via a use tax return. As applicable
by Any State law, Licensee is solely responsible for state or local property or
excise taxes associated with licensing, possession, or use of the Software or
any associated services. Software will be provided via the Internet — no
physical media (including but not limited to CD's, tapes, manuals, etc) will be
shipped.
6. Licensee's Cooperation. Licensee acknowledges that successful installation,
implementation and use of the Software cannot be accomplished by Licensor's
efforts alone, and requires substantial effort and cooperation by Licensee
personnel capable of properly using the Software. Both Licensor and Licensee
shall at all times use their best efforts to actively participate and cooperate in data
conversion, system installation, implementation, training and use, shall provide
each other accurate and timely information, and shall afford each other
reasonable access to information and facilities. All substantive communication
between Licensor and Licensee will take place between Licensee's project
manager and Licensor's project manager.
7. Acceptance Testin¢ Period. Upon completion of implementation of each
Application, Licensor shall give written notice to Licensee that installation of the
Application at the Initial Installation site(s) is completed, and that Licensee has
achieved live status as to the Application (such times also referred to as "go live
date(s)" in Licensor's project schedule, as shall be determined by the parties
promptly after execution of this agreement). Licensee shall be deemed to have
accepted the Application forty five (45) days after Licensor's notice, unless, during
that forty five (45) day period (the "Acceptance Testing Period"), the Application
fails to perform in accordance with the Specifications and that failure is
attributable to a defect in the Application or an act or omission of Licensor, and, by
the end of the Acceptance Period, Licensee gives Licensor written notice of non-
acceptance describing the failure in reasonable detail. If Licensee gives a proper
notice of non-acceptance to Licensor, then:
a. Investisation. Licensor shall investigate the reported failure. Licensee shall
provide to Licensor reasonably detailed documentation and explanation,
together with underlying data, to substantiate the failure and to assist
Licensor in its efforts to diagnose, reproduce, and if necessary correct the
failure.
b. Failure Found. If there exists a reproducible failure to perform in accordance
with the Specifications attributable to a defect in the Application or an act or
omission of Licensor, Licensor shall, within thirty (30) days (or such longer
period as may be reasonable under the circumstances) after receipt of
Licensee's written notice of non-acceptance, correct the failure so that the
Application functions in conformity with the Specifications. Upon correcting
the failure within such period Licensor shall notify Licensee in writing that the
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failure has been corrected and another Acceptance Testing Period shall begin
in accordance with this Section 7.
c. No Failure Found. If there was no reproducible failure to perform, or the
failure to perform was not attributable to a defect in the Application or an act
or omission of Licensor, then Licensor shall give written notice to Licensee
explaining its determination in reasonable detail, and Licensee shall have
thirty (30) days to respond with additional documentation or written
explanation regarding the failure. If Licensee provides such response,
Licensor shall be afforded thirty (30) days to review the response and, if
necessary, attempt to correct the failure. If Licensee does not provide such
response within thirty (30) days, then Licensee shall be deemed to have
accepted the Application as of the date of Licensor's notice.
8. Term: Termination: Default: Opportunity to Cure. This Agreement is effective
upon the date of signature and shall continue until terminated. The License may
be terminated with or without cause by either party. A party shall be considered in
default of this agreement only if the party, thirty (30) days after receiving written
notice from the other party identifying with reasonable specificity a Material
failure to comply with any term or condition contained herein (including without
limitation Licensee's failure to pay any fees or charges due under this Agreement
or any related Software Maintenance Agreement or service agreement, and
Licensor's breach of the limited warranty provided in Section 10), has not cured
such failure or breach or, for failures or breaches that cannot be reasonably cured
within thirty (30) days, the party has failed to diligently pursue the cure to such
failure or breach. If a party is in default of this agreement, the other party may
immediately terminate the agreement for cause. For terminations without cause,
either party shall give the other party ninety (90) days written notice of intent to
terminate. In the event of termination for cause resulting from a default by
Licensor or Licensor's termination of this Agreement without cause, no License
Fees or other Fees then due and payable shall be waived, and any unpaid License
Fees due and payable shall be immediately paid in full. In the event of termination
resulting from a default by Licensor, Licensor shall refund to Licensee the amount
of fees paid per this Agreement.
9. Support
and Maintenance. Support and maintenance of the Software is not
included in this Agreement or the License Fees or Service Fees paid hereunder, but
is purchased through a separate Software Maintenance Agreement,
10. Limited Warranty. Licensor warrants that it has title to the Software and that it
has full authority to grant this license to Licensee. Licensor also warrants that, as
to each Application, for a period of thirty (30) days from the date of Licensee's
acceptance of the Application, the Application will function in Material conformity
with the Specifications. If during this period, Licensee notifies Licensee in writing
that the Software is not performing substantially in accordance with the
Specifications and Custom Specifications, giving reasons for so claiming, Licensor
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will examine the Software within seven working days of receiving notice and, as
soon as practicable, not to exceed 15 days, repair or replace the Software such
that it complies with the Specifications and Custom Specifications. This warranty
does not operate where the substantial non-performance arises in any respect
from either the installation of the Software by unauthorized personnel or the use
of unauthorized equipment, materials or third party software. Licensor makes no
warranty regarding the usability or convertibility of any of Licensee's data, the
suitability of the Software for Licensee's needs, or any performance problem,
claim of infringement or other matter to the extent attributable to any use or
modification of the Software, or combination of the Software with any other
software or computer program or communications device, not expressly
authorized by Licensor in writing. Determination of breach of the foregoing limited
warranty or default under this Section 10 shall be subject to the notice and cure
provisions of Section 8, and upon receipt of written notice of breach of warranty
Licensor shall be afforded a period of thirty (30) days to cure the reported Material
defect, failure or other breach. Licensee agrees that the foregoing limited warranty
is in lieu of all other warranties of Licensor and Licensor disclaims all other
warranties, express or implied, including without limitation any implied warranty
of merchantability, fitness or adequacy for any particular purpose or use, quality,
productiveness or capacity, or that the operation of the Software will be error -
free.
11. Limitation of Remedies and Liability. The cumulative liability of Licensor to
Licensee for all claims relating to the Software and any services rendered
hereunder or in any related service or maintenance agreement, arising under or
relating to this or any related agreement or warranty (including without limitation
the limited warranty provided pursuant to Section 10), or otherwise in contract,
tort, strict liability, indemnity or any cause of action whatsoever, shall in all events
be limited to the total amount of the Fees paid to Licensor under this Agreement
for the relevant Application(s) and related services. In no event shall Licensor be
liable for any consequential, indirect, special or incidental damages (including,
without limitation, damages for loss of business profits, business interruption, loss
of business information, or other pecuniary loss), whether arising out of contract,
tort, warranty or otherwise, even if Licensor has been advised of the possibility of
such potential loss or damage. The foregoing limitation of liability shall apply
regardless of the success or effectiveness of other remedies. The Fees herein and
terms hereof have been agreed to by Licensor in reliance on the allocation of risk
and limitation of liability set forth in this Section 11,
12. Venue: Governing
Law. Exclusive venue for any dispute between the parties
arising out of or relating to this Agreement shall be in the District Court located in
Los Angeles, California. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California, as such laws apply
to a contract made and performed in such state, without regard to conflicts of law
provisions.
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13. Entire Agreement; Construction; Licensor and Licensee
Representations,
This Agreement is the complete and exclusive statement of the
agreement between Licensor and Licensee and supersedes all prior and
contemporaneous negotiations, discussions, proposals and understandings, oral,
written or implied, including those involving any agent of either party, relating to
the subject matter herein, No representations or statements made by either party
or either party's agents not expressly set forth or referenced in the Agreement
shall be binding on either party. Rights, obligations and warranties under this
Agreement extend to Licensee and Licensor only, and no other person shall be
considered a third party beneficiary of this Agreement or be otherwise entitled to
any rights or remedies under this Agreement. No provision of this Agreement shall
be construed in favor of or against any party because one party or its professional
advisors participated in the preparation of this Agreement. Licensee represents
and warrants that it possesses sufficient mastery of the principles of accounting to
use the Software for its intended purpose, and, accordingly, Licensee
acknowledges that it is Licensee's responsibility to: develop and institute the use
of manual controls to validate the accuracy of the data generated by the system;
review proof lists and reports to validate the accuracy of reports and statements;
and verify that a functioning archival system is in place, and that the data base is
archived to a removable medium on a daily basis. In the event of a conflict
between the Attachments and the main body of this Agreement, the main body of
this Agreement shall control.
14. Modification: No Waiver. The terms of this Agreement may only be modified,
expanded or added to by a written agreement executed by the parties. No oral
communication between the parties or their agents before or after execution of
this Agreement shall be binding upon either party unless the parties expressly
agree in writing to the terms of such communication. No waiver by either party of
any breach of any term or condition hereof shall be effective or enforceable unless
made in writing signed by the party, and no waiver shall be interpreted as a
continuing waiver or a waiver of any future obligation.
15. Attorneys Fees. If any suit, action., or other proceeding shall be instituted relating
to any term or condition of this Agreement or relating to any of the rights, duties,
or obligations arising under it, the prevailing party shall be entitled to recover from
the other parry and the other party agrees to pay to the prevailing party, whether
or not the matter proceeds to final judgment or decree, in addition to costs and
disbursements allowed by law, such sum as the trial and each appellate court may
adjudge reasonable as an attorney's fee in such suit, action, or other proceeding,
and in any appeal thereof including. Such sum shall include an amount estimated
by the court as the reasonable costs and fees to be incurred by the prevailing party
in collecting any monetary judgment or award or otherwise enforcing each order,
judgment, or decree entered in such suit, action, or other proceeding.
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i n d u p l i c a t e b y i t s d u l y a u t h o r i z e d o f f i c e r o r r e p r e s e n t a t i v e .
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T i t l e : P r e s i d e n t / C E O
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T i t l e : C i t y M a n r
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S i g n a t u r e :
T i t l e : C i t y C l e r k
A P P R O V E D A S T O F / O , R M :
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T i t l e : C i t y A t t o r n e y
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ATTACHMENT A.1: SCHEDULE OF FEES
Attachment A.1 contains the price quote issued to Licensee showing the applications
and services being licensed and/or purchased, the fees therefore, and the current fees
for other services, and a schedule of payment terms. By signing this agreement,
Licensee is agreeing to the Schedule of Fees for the duration of the implementation.
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Investment Pricing Proposal for City of Temple City, CA
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Pricing is based on standard contract—deviation from standard
contract terms may result in modified prices.
Training and on-site implementation services do not include
travel time or expenses.
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ATTACHMENT "A.2"
SCOPE OF SERVICES
1. Introduction
1.1, Purpose: The purpose of this Scope of Work is to define the respective
responsibilities of Edgesoft Inc. as they relate to the Enterprise Land
Management System (eLMS) software hosting services for the City of Temple
City. Edgesoft will implement a phased roll out for all hosted modules.
2. Scope of Services, Consultant will perform the following Services:
• Implementation Services
• Training
2.1 Software Installation Services, Consultant will prepare and deliver the
following tangible work products to the City:
Core Module: eLMS"" Core Functions- The solid foundation of the
Land, Structure, Occupancy (LSO) Model naturally provide for an
orderly progression of increasingly complex data. The LSO model
is a primary resource for address, structure and land use
nformation, as well as owner/tenant, infrastructure and asset
nformation. Each location in the LSO model has a unique
identifier by which all activities related to that specific location are
tracked and administered. The Projects, Subprojects, Activities
(PSA) structure enables the department to customize its activities,
easily view all information at a Project level, and quickly drill down
to sublevels to enter or view information, so that other
departments can review the processes and identify any
interdepartmental issues before proceeding with activities.
Featureslncluded:
• Attachments Feature- Provides the ability to attach any
files such as digital photos, documents and spreadsheets.
• Conditions Library- Makes predefined conditions available
to apply to various activity types. Enables users to add one
or more conditions to any level in within eLMS (Land,
Structure, Occupancy, Project, Subproject and Activity).
Provides the ability to include the mapped conditions
automatically on a newly created activity.
• Search Function- Provides the capability of searching for
projects and attached documents from multiple criteria,
including address, APN, Project Number, Subproject
number, Activity number, Activity type, Subproject type,
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Activity sub -type, Owner, People License number, Name,
internal Project Team name and Project Description,
Administration Function- Manages projects, lists, fees and
more.
• Comments Feature- Provides the ability to add one or
more comments to any level in within eLMS (Land,
Structure, Occupancy, Project, Subproject and Activity).
Business Modules/Products:
• Planning & Planner Update Modules- Automates the
processes and captures all information related to the City's
Planning activities. Functions include issuing, tracking and
logging planning cases; appointment scheduling and
notification, which reduces scheduling conflicts for
planning board hearings; assigning, scheduling and routing
planning cases; and cashiering and fee appraisal. This
centralized database of customer records provides
accurate, timely information to customers who are
submitting development plans for approval.
• Building Permits & Inspections Module- Automates
workflow related to building permits, inspections, people
and activities. It enables City staff within Building and
similar divisions to view fee schedules, cashiering,
payment transaction history, business tax and business
license information, and track plan checks related to
building permits. Users can schedule, track and maintain
history of inspections related to a specific location, as well
as maintain lists of and links to external people associated
with the City, such as owners, applicants, architects and
contractors.
• Code Enforcement Module- Tracks and maintains data
related to code violations in the City. Users can identify
violations by parcel, provide notifications to responsible
parties, and establish follow-up inspection programs to
ensure that corrections are made. This module also
provides users with the ability to place a "hard," "soft" or
"warning" hold on a Land, Structure or Occupancy. When
creating a code violation, the system validates data input
and utilizes list -of -values (pull-down lists), reducing human
error in data entry.
• Business License Module- The business license
management module provides the ability to add, modify
or delete Regulatory Business Licenses and Permits, as well
as the associated Municipal and SIC Codes. It generates
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prints and tracks business license renewals. The system
improves service quality by providing accurate information
in a timely manner to customers that are filing for a
business license, and reduces data entry errors by
validating data input using the list -of -values (pull-down
list) at the time of completing a business license
application. The future on-line version update is included.
• Public Works Module- This module tracks and maintains all
the permits and requests (not pertaining to permits)
submitted and currently issued by the Public Works
department. Users can chose not to issue permits until all
required approvals from various departments and
conditions have been met and track the status of a permit
in real time. This module also provides users with the
ability to print permits and permit conditions and attach
plan documents (floor plans, plot plans, photos, etc) with
an address, issue permits for addresses as well as public
right of way.
• E-GOV Citizen Access Module- Allows citizens to access the
application through Internet and perform various business
queries and functions.
• Online Building Permits: Applying for permits and
monitoring progress..
• Online Inspections: Scheduling inspections online,
checking inspection status, results and
cancellations.
2.21mplementation services: The purpose of this phase is to configure and
implement the eLMS" software solution for the City. The configuration and
implementation will utilize established project controls and monitoring methods.
In this phase, the software will be configured to meet the City's requirements (all
reports, functions improved or currently used by the City). Implementation
activities such as configuration, database creation, training, testing, and pre-
production planning will be undertaken. Deliverables for enterprise solution
modules will be on the based on a phase schedule and will include the following:
• Total application software package
• Training
• Implementation Services
• Maintenance and Support
• On -Site Preparation
• Site Licenses
2.3 Training -Licensee shall provide users of the Software with eLMS (Enterprise Land
Management System) certified Software training. Training and on-site
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implementation services do not include travel time or expenses.
Sessions:
• Core Framework - System Administration Training
• Planning and Planner Update Module —Administration & User Training
• Building Permits & Inspections Module — Administration & User Training
• Code Enforcement Module — Administration & User Training
• Business License Module—Administration & User Training
• Public Works Module -Administration &User Training
• E-GOV Citizen Access Portal —Administration & User Training
2.4 Other consulting services as required
Security
• City of Temple City retains ownership of their data while Edgesoft will
own the eLMS application
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