The URL can be used to link to this page

Home My WebLink About1999-403)\CH LOL\VOLT\6HAR8D\DBMYALWw Ducvmmis\ONinan[ee\SNIOEGwazde OWh ORDINANCE NO W- 5- 0✓ AN ORDINANCE AWARDING A CONTRACT WITH JDEDWARDS FOR THE PURCHASE OF SOFTWARE AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSIONS THROUGH A QUALIFIED INFORMATION SERVICES VENDOR (QISV) CATALOGUE, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the city through the General Services Commission programs at less cost than the city would expend if bidding these items individually, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of materials, equipment, supplies or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SSECTION 1 That the City Council hereby approves the purchase of software and related services from JDEdwards in the amounts set forth in the contract attached hereto as Exhibit "A" which is incorporated herein by reference (the "Contract') The City Council further approves the contract and authorizes the City Manager or his designee to enter into the Contract on behalf of the City The City Council finds that the purchase price set forth in the Contract is the lowest responsible bid Further the Contract and the prices contained therein constitutes the purchase of software and related services from bids to the General Services Commission of the State of Texas SECTION 2 The findings set forth in the preamble of this ordinance are incorporated into the body of this ordinance as if fully set forth therein SSECTION 3 The City Council hereby authorizes the expenditure of funds in the amounts set forth in the Contract SECTION 4 This ordinance shall become effective immediately upon its passage and approval \\CH LOUVOLMHAR6DWBPILLOLWw Daumm4W,Einen,M9"DEEw",O PASSED AND APPROVED this the A day of Ode , 1999 JA LLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By Lm APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By Page 2 III JDEdv elyds` SoftwareAgreement Services and Maintenance I IIIIOn11111111111111111111111 TeIIIII IIIII IIIII III IN chnology Way Denver, CO 80237 This Agreement Is between I D Edwards and City of Denton A/B #6557926 having Its principal place of business at 215 East MCKInnev Street ^^moo. TM 762 1-4229 The terms of this Agreement shall apply to the Software (defined below), and all Services and Maintenance provided by I D Edwards to Customer For purposes of this Agreement, "Customer" shall Include City of Denton and Its Affiliates (defined below) I D Edwards World Solutions Company markets and supports the Licensed Products (defined below) In the Americas, Including the United States and Canada I D. Edwards Europe, Ltd and I D Edwards (Asia Pacific) Pte Ltd market and support the Licensed Products within each entity's respective territory To the extent that the two foregoing entitles have Licensed Users allocated to their territory pursuant to a Licensed User Allocation Table set forth in any Attachment to this Agreement, they shall become additional obligors under this Agreement, Therefore, I D Edwards world Solutions Company, I D Edwards Europe, Ltd and IID. Edwards (Asia Pacific) Pte Ltd are referred to collectively as "I D Edwards" herein The Licensed Products are licensed by I D. Edwards from I D. Edwards World Source Company, a Colorado Corporation ("I D Edwards Source") I D Edwards and I D Edwards Source are owned ultimately by I D Edwards & Company, a Delaware corporation I D Edwards & Company, I D Edwards World Solutions Company, and I D Edwards Source have their principal places of business at One Technology Way, Denver, Colorado 80237 I D Edwards Europe, Ltd and I D Edwards (Asia Pacific) Pte Ltd have their principal places of business at Dublin, Ireland and Singapore, respectively ARTICLE DEFINITIONS For purposes of this Agreement, the following terms shall mean 1 Accessory Software Software delivered with the Licensed Products but which require Customer to agree to a separate license with a third party (such as a pop up", `shrink wrap", "click" or other license) prior to their use 2 Affiliate(s) Those entitles under common control and ownership of the entity first identified as the Customer above Common control and ownership is defined as direct or indirect ownership of a voting Interest of greater than fifty percent (50%) or the right or power, directly or Indirectly, to elect a majority of the Board of Directors Customer agrees to confirm the Affiliate status of an entity upon request by J D Edwards In the event an Affiliate ceases to comply with this definition, this Agreement will terminate solely as It relates to the former Affiliate In accordance with the termination, provisions In Article V, Section 9 3 Attachment The document by which Customer licenses the Licensed Products and orders Services and/or Maintenance and which shall, upon signature of both parties, be Incorporated into this Agreement 4 Client(s) The computer (Including operating system) or device used by Licensed Users to access and use the Licensed Products through the means of an end user software program or interface (Including a web browser or lava enabled Interface) and which processes and/or Issues commands for progessing on a Server These Include, but are not limited to, personal computers, network computers, Windows Terminals,and other similar hardware or display devices 5 Confidential Information The a) Licensed products, b) Developed Software and c) other Information of the parties when It Is presented In printed, written, graphic, or photographic or other tangible form (but Including Information received, stored or transmitted electronically) and marked as "Confidential", "Proprietary", "Discloser Private", or "Restricted" by the Discloser Confidential Information also Includes Information of the parties, when presented In oral form, that is recorded as written minutes or notes of such oral presentations and which are marked Confidential" and provided to Recipient within thirty (30) days after the date of disclosure 6 Customer Systems) The Deployment Server(s), assoclated enterprise server(s), talents, application and database servers, and other Servers on which the Licensed Products are Installed and/or deployed by Customer 7 Deployment Server(s) The Server designated on an Attachment to this Agreement and utilized to deploy the Licensed Products to the Clients, enterprise server and/or other Servers on which the Licensed Products reside in a distributed network environment. 8 Derived Software Software programsior modifications to the Software created through the use of a development tool licensed hereunder and developed by Customer, Its employees or third party agents (not J D Edwards) 9 Developed Software Software programs or modifications to the Licensed Products developed by J D Edwards for Customer under Article III of this Agreement including source (if any) and object code for such Developed Software and any related documentation 10 Discloser The party disclosing Confidential Information 11 License Fee The fee defined in Article V, Section 10(A) 12 Licensed Product(s) The computer programming code, including object code and any source code which may be provided, for the software programs identified as Licensed Products in each Attachment to this Agreement, any Software Updates and the Published Product Specifications The Licensed Products do not include Accessory Software 13 Licensed Users Users licensed to access and use the Licensed Products in accordance with any user type definition(s) contained the Attachment(s) to this Agreement 14 Period of Coverage The time period during which the Maintenance services shall be available under this Agreement The initial Period of Coverage begins upon shipment of the Licensed Products to Customer's first designated site 15 Published Product Specifications All on line help material Included within the Licensed Products and all of the user, technical, and training guides (in whatever media) associated with the Licensed Products, as they may exist from time to time 16 Recipient The party receiving Confidential Information 17 Response Line Services provided by Worldwide Customer Support Including telephone support during normal Response Line hours and 3 D Edwards' web based customer solution center 18 Server A device (including operating system) that processes the commands or requests of a Client or multiple Clients, and/or that stores information for use by such Client(s) 19 Software The Licensed Products and Developed Software 20 Software Updates Program updates (Including cumulative updates containing corrections to the Licensed Products) and new system versions and releases containing enhancements and modifications provided during the Period of Coverage 21 Supported Platform(s) The hardware and software platforms which are supported by J D Edwards for specific release of the Licensed Products as documented from time to time in the Published Product Specifications rage AGREEMENT ARTICLE II SOFTWARE LICENSE ("LICENSE") (il) a reallocation of the number of Licensed Users for any 1 LICENSE GRANT Deployment Server(s) or Customer System(s) (A) Subject to the terms and conditions in this Agreement, (III) a change in any model, feature, serial number, and allocation of J D Edwards grants to Customer a non exclusive, non transferable, Licensed Users for an AS/400 on which the WorldSoftware Is perpetual limited license to use the Licensed Products on the Customer installed System(s) Indicated in any Attachments executed from time to time by In addition, Customer shall provide fifteen (15) days advance written the parties J D Edwards represents that It possesses all rights and notice for any change In the type of Supported Platform for any Interests in the Licensed Products necessary to enter into this Customer System Agreement Customer has the right to use only the Licensed Products 3 THIRD PARTY ACCESS selected on any Attachment to this Agreement and shall have no right to J D Edwards agrees that Customer may allow Its customers, vendors use any other Licensed Products that are delivered to Customer but not or other entities in a similar relationship to Customer to access the selected and licensed hereunder Licensed Products and use the same for the purpose of conducting (B) Subject to the terms and conditions in this Agreement inquiries and other limited activities so long as Customer can J D Edwards grants to Customer a non exclusive, non transferable demonstrate the following perpetual limited license to use any Developed Software (1) none of the aforementioned entities, at any time, has access to (C) J D Edwards grants to Customer the right to create Derived J D Edwards' source code, Software without the consent of J D Edwards Customer shall own all (11) their access Is restricted to screen access and to those specific right, title and Interest any Derived Software except J D Edwards shall functions they are required to perform, retain sole ownership of such portions of the Derived Software that (III) under no circumstances will they use the Software to operate contain part or all of the Software Use of such Software included In their own businesses, the Derived Software shall remain subject to the provisions of this (Iv) the provision of the J D Edwards software or services is not the Agreement primary purpose, value, performance, or cost of the relationship 2 LICENSE USE between Customer and the entity, (A) Customer shall use the Software only on the Customer System(s) (v) the entity does not compete with J D Edwards, Identified in Attachments attendant to this Agreement or Identified in (vi) such access Is not a violation of the Article V, Section 11, Export writing as provided pursuant to subsection (D) of this section Controls, and Customer shall not copy the Software without the written permission (vli) each such user shall be licensed as a Licensed User under this of J D Edwards except for a reasonable number of copies necessary Agreement for Customer's backup, archival, and In-house disaster recovery In consideration of this grant of access by J D Edwards, Customer purposes Subject to the notification provisions contained in this agrees to take all necessary steps to Insure that the Licensed Products Article, Customer may also copy the Software as reasonably necessary and the trade secret, proprietary and/or confidential Information to support the maximum number of Licensed Users licensed under this contained within the Licensed Products are not disclosed under this Agreement Customer will reproduce and include the patent, provision to any person other than the entities described above who copyright, trade secret, trademark or other restrictive and proprietary have a need for access and use as provided above Customer further legends from the original on all copies All copies will be subject to the agrees to be responsible for all the acts and omissions of the third terms of this Agreement Customer shall not allow the Software to be parties who are granted access under the Section as If they were used by anyone other than Its employees, except for those accesses Customer's own acts or omissions, and Customer agrees to Indemnify provided for under Section 3 of this Article and Article V, Section 2 J D Edwards against any damages It Incurs resulting from such The Software may not be used or sublicensed by Customer for the accesses purpose of commercial timesharing, service bureau or other rental or 4 AUDIT sharing arrangements J D Edwards may, from time to time, deny On JD Edwards' written request, not more frequently than annually, Customer the right to license in or move the Software to certain Customer shall furnish ID Edwards with a signed certification countries in order to protect J D Edwards intellectual property (1) verifying that the Licensed Products are being used pursuant to the Interests provisions of this Agreement and Attachment(s), including the limitations (B) Customer shall not on Licensed Users, and (II) listing the locations and types of the Customer (1) reverse engineer any part of the Software, provided, System(s), and the location of the Ucensed Users (Including user type) however, that If the Licensed Products are located in a associated with each Customer System and at any other location jurisdiction whose laws explicitly permit some form of reverse accessing the Customer System(s) via remote access J D Edwards, not engineering, Customer may do so solely to the extent so more frequently than annually and at Its own expense, may audit permitted by such law Customer agrees to notify J D Edwards Customer's use of the Licensed Products Any such audit shall be prior to doing so, conducted during regular business hours at Customer's facilities and shall (II) distribute, sell or otherwise transfer any part of the Software, not unreasonably interfere with Customer's business activities If a and certificate or an audit reveals that Customer has underpaid fees to J D (III) remove the patent, copyright, trade secret, trademark, or Edwards, Customer shall be Invoiced for such underpaid fees at other proprietary protection legends or notices that appear on or J D Edwards' then current list prices for the actual number of users If In the Software the underpaid fees exceed five percent (5%) of the License Fees paid, (C) Customer may provide for disaster recovery services on a then Customer also shall pay J D Edwards' reasonable costs of computer system provided for such purpose by a third parry conducting the audit organization The Software loaded upon a disaster recovery system will only be operational, other than for disaster recovery test purposes, in ARTICLE III SOFTWARE SERVICES AND TRAINING case of disaster conditions and inoperability of the Customer ("SERVICES") System(s) Customer agrees to cease using the Software on the 1 SERVICE PROVISION disaster recovery system Immediately upon restoration of the (A) J D Edwards will provide Services to Customer as specified on Customer System(s) to proper operating condition Customer agrees Attachment S, or as outlined In a engagement letter, scope of work, or to provide J D Edwards an original of the J D Edwards Non disclosure exhibit, attached hereto Any additional Services will be provided at Agreement executed by the third party organization and notice of the Customer's request and subject to avallabllity, in accordance with a location, computer type, and model and serial number (if mutually agreed to Attachment S, engagement letter or scope of work applicable) of the cpu(s) on which the Licensed Products will be entered Into after execution of this Agreement In addition, J D Installed Customer agrees to be fully responsible to J D Edwards for Edwards will provide training services, subject to avallabllity, In all damages for any unauthorized use, disclosure, or duplication of the accordance with Its then current training schedule and policy Software resulting from Its possession by the third party organization (0) J D Edwards shall own all right, tide and Interest In and to any (D) Customer shall notify J D Edwards In writing of any of the Developed Software provided to Customer pursuant to this Article following changes Customer and J D Edwards further agree that Developed Software (i) a change In location of a Deployment Server or Customer provided to Customer shall be neither a "work made for hire" nor a System(s) "specially commissioned work" as these are defined under U S copyright law Copyright 1998 J D Edwards World Source Company Page 2/6 03/99 Swservma1nt0399 J D Edwards Confidential AGREEMENT (C) ) D Edwards will use reasonable efforts to perform the Services (E) Customer is responsible for the installation of upgrades from one according to Its estimates and time schedules but causes beyond release to the next of the Licensed Products I use dela in implementing the Services J D Edwards contro � may ca Ys Such causes may Include changes to Customer's business plans or practices, or Customer's alteration of project plans, resource commitments, or specifications (D) Customer acknowledges that the Services can be obtained from vendors other than J D Edwards and that Customer's decision to purchase such Services from J D Edwards was made Independently of Customer's decision 6 license 10 Edwards' Licensed Products 2 MANAGEMENT CONTROL AND RELATIONSHIP OF PARTIES (A) During a software Implementation or other similar project, J D Edwards consultants will work with and under the direction of Customers project team The direction to be provided by Customer's project team Includes, but Is not limited to, the creation of a detailed project plan and the scheduling of Customers Internal and external resources (8) Each party shall give written notice to the other party of the key personnel R shall assign from time to time to perform any software Implementation or other similar project hereunder (C) Either party may request at any time the removal of any individual assigned to a project covered by this Article if that party (i) believes that Individual is not qualified to perform the services required by the project or does not meet appropriate professional standards, and (d) previously provided the other party with written notice of the problem and a reasonable opportunity to remedy the situation, considering the gravity and nature of the problem Replacement personnel, If any, must have sufficient qualifications 3 I D EDWARDS PERSONNEL AND OBLIGATIONS (A) J D Edwards does not undertake to perform any obligation of Customer, whether regulatory or contractual, or to assume any responsibility for Customer's business or operations J D Edwards has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by J D Edwards, except as otherwise provided In this Agreement (8) Customer will Inform and J D Edwards will comply with all reasonable workplace standards and policies, applicable to Customer's employees, while JID Edwards personnel are physically located at Customer's premises (C) J D Edwards may subcontract the performance of any of the Services J D Edwards shall be responsible for all performances under this Agreement by its subcontractors and any references to '7 D Edwards' personnel" shall be deemed to Include any subcontractor or any subcontractor's personnel ARTICLE IV SOFTWARE UPDATES/RESPONSE LINE ("MAINTENANCE") 1 MAINTENANCE SERVICES (A) Maintenance includes the Software Updates and Response Line services Customer may request and J D Edwards will provide Maintenance for the Licensed Products licensed by Customer under Article II of this Agreement to the same extent and degree that J D Edwards makes such Maintenance generally available to Its customers Customer may not 'elect to exclude any of the Licensed Products or LicePeriod Of Coverage if UetltefLic'ened Products arm the ree being used services tInna dlent/ erveer or distributed network environment, Customer agrees to make a reasonable effort 6 establish and maintain an Internal competency center or help desk which provides a central point of contact with the J D Edwards Response Line to coordinate the Maintenance provided under this Agreement (8) Unless canceled by either party by written notice no lee than thirty (30) days prior to the end of the Period of Coverage, Customer agrees that the Period of Coverage for Maintenance shall automatically extend for one (1) oar at J D Edwards' then current prices (C) Maintenance shall be provided In accordance with J D Edwards' policies in effect at the beginning of each annual renewal of the Period of Coverage Fees for reinstatement of lapsed Maintenance shall be charged In accordance with J D Edwards' policy for reinstatement fees In effect on the data of such reinstatement (D) All software or data delivered by the Response Line shall become part of the Licensed Products ARTICLE V GENERAL 1 PROPRIETARY RIGHTS (A) The Software provided under this Agreement has substantial monetary value and is proprietary to I D Edwards Source The Software contains trade secrets, inventions, ideas, data, source and object codes, and other works of authorship protected by copyright and trade secret laws, and may be the subject of one or more pending patent applications or issued patents The Licensed Products may also Include copyrighted and proprietary material of third parties for which ) D Edwards and J D Edwards Source have been granted a right to use and distribute ) D Edwards Source and any third party suppliers shall retain ownership of all rights, tide and Interest to their respective porttons of the Licensed Products and all releases thereof All enhancements and modifications made by J D Edwards which are provided under the warranty or Software Update provisions of this Agreement will remain proprietary to J D Edwards Source (0) Upon knowledge of any unauthorized possession or use of, or access to, any Software licensed hereunder, Customer shall notify, J D Edwards as soon as possible Customer shall promptly furnish J D Edwards with full details of such situation, assist In preventing any recurrence thereof, and cooperate at J D Edwards' expense In any litigation or other proceedings reasonably necessary to protect the intellectual property rights of J D Edwards' and J D Edwards Source (C) The Licensed Products contain software protection procedures which, in the event of unauthorized use, may limit access to the Licensed Products or which may limit the number of users having access to the Licensed Products The function of these software protection procedures is more fully documented in J D Edwards Source's Published Product Specifications The software protection procedures contained In the Licensed Products will only limit access to the Software and will not destroy any of Customer's programs or data If the software protection procedures have been enabled when there is no unauthorized use by Customer, ) D Edwards will, on a highest priority basis, assist Customer In returning to normal operations at no charge to Customer 2 MUTUAL NONDISCLOSURE Pursuant to this Agreement, each party may, from time to time, furnish the other party to this Agreement with certain Confidential Information Recipient will use the same care to avoid disclosure of such Confidential Information as It uses with its own similar confidential Information which It does not wish to disclose, but such standard of care shall not be less than a reasonable standard of care The Confidential Information, Including any trade secret, confidential or proprietary Information contained within the Confidential Information, is not to be disclosed to any persons other than the employees of Recipient However, Confidential Information may be disclosed to counsel, consultants, subcontractors or agents of the Recipient who have a need to know, have been Instructed that it is Confidential Information, and who have executed a nondisclosure agreement substantially in the form of this Section of the Agreement prior to such disclosure The disclosure of Discloser's Confidential Information does not grant to the Recipient any license or rights to any trade secrets, or under any patents or copyrights, except as expressly provided by the licenses granted in this Agreement Except as otherwise provided In this Agreement, all Confidential Information Is provided by the Discloser on an "as Is" basis The obligations of Recipient with respect to any particular portion of Confidential Information shall terminate (or shall not attach) when any of the following occurs (1) It was In the public domain at the time of Discloer's communication to Recipient petsIt entered public through fault ubsequento the time of Discloser'scommunicationto Recipient (III) It was In Recipient's possession free of any obligation of confidence at the time of Discloer's communication to Recipient (Iv) It was Independently developed by Recipient (v) Its disclosure Is required by law, valid subpoena, or court or government order, provided, however, that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order or other reliable assurance affording It confidential treatment and limiting its use solely for the purpose for which the law or order requires Company 16 Edwards Confidential AGREEMENT Discloser understands that Recipient may develop information TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE Internally, or receive information from other parties, that may be LICENSED PRODUCTS OR OTHER SOFTWARE ON THE NETWORK similar to Discloser's information Accordingly, nothing in this WILL IMPACT THE PERFORMANCE OF THE LICENSED PRODUCTS Agreement shall be construed as a representation or inference that INSTALLED ON SUCH NETWORK THE LICENSED PRODUCTS, Recipient will not independently develop products, for itself or for WHEN INSTALLED IN A CLIENT/SERVER OR OTHER TYPE OF others, that compete with the products or systems contemplated by DISTRIBUTED NETWORK ENVIRONMENT, ARE SURIECT TO Discloser's Information The parties agree that a breach of the CERTAIN MINIMUM HARDWARE AND SOFTWARE REQUIREMENTS confidentiality obligations by Recipient shall cause immediate and PROVIDED BY ] D EDWARDS TO CUSTOMER, INCLUDING BUT NOT Irreparable monetary damage Discloser and shall entitle Discloser to injunctive relief in addition to allll other remedies LIMITED TO, THE ENTERPRISE SERVER, DEPLOYMENT SERVER, 3 WARRANTIES AND CLIENTS (A) Licensed Products 5 EXCLUSIVE REMEDIES 1) J D Edwards warrants that for a period of six (6) months following For any breach of warranties contained in Section 3 of this Article, the date of delivery of the unmodified Licensed Products to Customer's Customers exclusive remedy shall be as follows first designated site, the Licensed Products will perform In all material (A) Licensed Products Customer shall have six (6) months respects In accordance with the J D Edwards Source Published following delivery of the Licensed Products to Customer's first Product Specifications in effect at the date of this Agreement designated site to verify that the Licensed Products comply with the J D Edwards further warrants that the J D Edwards Source Published warranties contained in Section 3(A) of this Article Customer shall Product Specifications are accurate in all material respects provide written notice of any such nonconformance to J D Edwards II) J D Edwards warrants that the Licensed Products, when used In within this six (6) month period Such notice shall be in sufficient accordance with Its Published Product Specifications, upon installation detail to allow J D Edwards to duplicate the nonconformance shall in all material respects be capable of accurately processing, I D Edwards shall, at no additional charge, correct such providing and/or receiving date data from, into, and between the nonconformance or provide a mutually acceptable plan for correction twentieth and twenty-first centuries (including the years 1999 and by sixty (60) days following the receipt of Customer's notice by 2000 and leap year calculations), provided that all other products (e g I D Edwards Should J D Edwards fail to provide such correction or hardware, software, middleware, firmware, and any other systems) mutually acceptable plan by such date, Customer's sole and exclusive used in combination with the Licensed Products properly exchange remedy shall be to terminate this Agreement by written notice in date data with the Licensed Products In addition, for existing accordance with the termination provisions contained in Section 9 of Customers who have previously licensed the WorldSoftware, this this Article Such notice of termination must be received by warranty shall not apply to WorldSoftware Release A7 2, CUM 7 and all J D Edwards within fifteen (15) days following the date for correction earlier CUMs or Releases of the World Software, and It also shall not or plan for correction Upon such notice of termination, Customer apply to WorldSoftware Release A7 3, CUM 1 through CUM 3 shall be entitled to receive a refund of the License Fees paid iii) J D Edwards shall have no responsibility for problems in the (B) Services Ucensed Products included under (1) and (ii) above which are caused (1) Customer is entitled to re performance of the Services, or If by alterations or modifications made by Customer or a third party, J D Edwards cannot perform the Services as warranted, Customer Is arising out of the malfunction of Customer's equipment, or caused by entitled to a refund of the fees paid to J D Edwards for the Services other software products not licensed by J D Edwards not in conformance with the warranty (B) Services: (u) J D Edwards agrees to correct, at no charge, all material (1) J D Edwards warrants that the Services supplied under Article III nonconformances In the Developed Software of which J D Edwards shall be performed In a professional and workmanlike manner receives written nodfication during the ninety (90) day warranty (il) I D Edwards warrants that the unmodified Developed Software period If a material nonconformance is Incapable of correction, It shall operate in all material respects in accordance with the written, shall be considered a breach of warranty and Customer shall be mutually agreed upon specification for such Developed Software from entitled to return the nonconforming Developed Software and receive the date of completion of such Developed Software for a period of a refund of fees paid for the nonconforming Developed Software ninety (90) days However, J D Edwards shall have no responsibility (C) Maintenance for problems In the Developed Software caused by alterations or J D Edwards agrees to correct any material nonconformance as modifications made by Customer or a third party, or arising out of the described in Section 3(C) of this Article at no additional charge subject malfunction of Customer's equipment or other software products not to the following conditions J D Edwards' obligation to provide licensed by J D Edwards corrections under this provision shall apply only to 1) the most current (C) Maintenance release of the Licensed Products, and II) the next preceding release of During the Period of Coverage, J D Edwards warrants that the the Licensed Products but only during the six (6) months after the unmodified Ucensed Products will perform in all material respects in general availability date of the most current release However, this accordance with the J D Edwards Source Published Product limitation does not limit Customer's access corrections generally made Specifications as they may exist during the Period of Coverage Such available to all Customers subscribing Maintenance (through the Published Product Specifications shall be accurate in all material issuance of cumulative updates or program temporary fixes) respects but shall be subject to amendment from time to time to Customer shall provide notice to J D Edwards in sufficient detail to conform with functionality contained In new releases of the Licensed allow J D Edwards to duplicate the nonconformance Should Products During the Period of Coverage, J D Edwards also warrants J D Edwards fall to provide such correction, Customer's sole and that the Licensed Products will comply with the warranty contained in exclusive remedy shall receive a refund of Maintenance fees paid for Section 3(A)(11) of this Article the Licensed Users associated with the nonconforming Licensed 4 WARRANTY EXCLUSION Product(s) for the Period of Coverage during which the (A) THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND nonconformance occurred IS NOT A SALE OF GOODS 6 INDEMNITIES (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) I D Edwards shall indemnity, defend and hold Customer THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, harmless from and against any loss, cost, damage, liability, or expense INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES (including reasonable legal fees) suffered or incurred by Customer In OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR connection with any U S patent, or any copyright or other intellectual PURPOSE J D EDWARDS MAKES NO WARRANTY, EXPRESS OR property Infringement claim by any third party with respect to the IMPLIED, REGARDING ACCESSORY SOFTWARE OR ANY Licensed Products This Indemnity obligation shall apply only to the extent that that Customer promptly notifies J D Edwards after MODIFIED PORTIONS THE SOFTWARE Customer becomes aware of such dalm, grants to J D Edwards the (C) J D EDWARDS MAKES NO WARRANTY AS TO THE ADEQUACY authority to defend, compromise or settle the claim of Infringement, OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE and provides J D Edwards any Customer Information relevant to such TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBIECTIVES OF claim J D Edwards shall have no liability for any claims of CUSTOMER MANY FACTORS, INCLUDING BUT NOT LIMITED TO Infringement that are based on I) a modification to Licensed Products, THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK II) the use of a prior or modified release If the Infringement claim could Copyright 1998 J D Edwards World Source Company Page 4/6 03/99 Swservmalnt0399 J D Edwards Confidential AGREEMENT have been avoided by the use of a current unmodified release, or III) (C) If either party materially breaches this Agreement, the other upon a use of the Licensed Products In a manner not contemplated party may give written notice of Its desire to terminate and the specific within the Published Product Spedflcabons grounds for termination and, if such default Is capable of cure and the (0) J D Edwards further agrees that If Customer is prevented from party in default falls to cure the default within thirty (30) days of the using the Licensed Product(s) due to an actual or claimed Infringement notice, the other party may terminate this Agreement If such default under subsection (A) of this Section, then at J D Edwards' option, is incapable of cure, the other party may terminate this Agreement J D Edwards shall promptly either (i) procure for Customer, at J D Edwards' expense, the right immediately upon written notice of Its desire to terminate (D) Termination of this Agreement, or any portion of it, shall not limit to continue to use the Licensed Product(s), either party from pursuing other remedies available to it, including (II) replace or modify the Licensed Product(s), at J D Edwards injunctive relief Such termination shall not relieve Customer of Its expense, so that the Licensed Product(s) become non infringing, obligation to pay all fees that have accrued or are otherwise owed by Customer under Articles II, III, IV and V, Section 10 Article V, or (ni) terminate the Agreement as R relates to the Infringing Sections 1, 2, 5, 6, 7, 8, 9(E), 11, 13(D) and 13(M) shall survive Licensed Product and return Customer's License Fees for the termination of this Agreement infringing Licensed Product(s) In the event that neither (1) or (11) (E) Upon termination, the License to use the Software shall be are reasonably feasible of this Section shall constitute immediately revoked and all Licensed Products and supporting materials will be returned to J D Edwards within ten (10) days, or (C) Subsections (A) and (B) obligation to Customer with respect to any claim destroyed and an affidavit supplied to J D Edwards certifying J D Edwards' entire of infringement (D) (1) J D Edwards shall defend and indemnity Customer, Its destruction 10 PAYMENT employees, officers, directors and agents from and against all costs (A) In consideration for the License granted in Article 11, Customer and damages due to Injuries to persons or damage to real or will pay to J D Edwards the License Fees listed on any Attachment to tangible personal i property proximately caused by J D Edwards this Agreement Customer agrees to pay seventy five percent (75%) during the performance by J D Edwards of this Agreement of the License Fees upon the execution of such Attachment, and the However, this indemnity shall not apply to the extent that such remaining twenty five percent (25%) within thirty (30) days after injury or damage Is caused by Customer's own negligence or willful execution of such Attachment misconduct (B) As compensation for performing Services under Article III, (il) Customer shall defend and Indemnify J D Edwards, Its directors and agents from and against all costs Customer agrees to pay J D Edwards on a per hour basis based on the individual required and the actual hours expended or, in the case employees, officers, and damages due to Injuries to persons or damage to real or of training, at J D Edwards' list price Customer must make any tangible personal property proximately caused by Customer during schedule changes for Services two (2) weeks in advance, otherwise, the performance of this Agreement However, this indemnity shall not apply to the extent that such Injury or damage Is caused by J D J D Edwards may charge for time it cannot reschedule Customer agrees3 Edwardsl reasonableout-of pockeut oJ Edwards' own negligence or willful misconduct DImburse P Edwards Incurs providing , t 7 LIMITED LIABILITY limited to, transportation costs, airfare, rental vehicles, lodging, meals, EXCEPT FOR a)FAILURE TO COMPLY WITH THE PROPRIETARY and d]DIEd al charges, which are s' total estimate forreimbursable SeryServices and uncontestednot prt ate r t is RIGHTS OR b)THE INFRINGEMENT INDEMNITY PROVISIONS amounts remain unpaid for days more, J D Edwards CONTAINED IN THIS AGREEMENT (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE may, at Its option, refuse to perform additional services under Article OTHER PARTY FOR A MONETARY AMOUNT GREATER THAN III of this Agreement until such amounts are paid (C) Customer shall pay Maintenance fees In accordance with any THE TOTAL AMOUNTS PAID OR DUE PURSUANT TO THIS Maintenance Attachment attendant to this Agreement and AGREEMENT, AND subsequently as an annual charge The first payment shall be due (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE within thirty (30) days of invoicing by J D Edwards If Customer fails OTHER PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, to remit Maintenance fees, J D Edwards will have no duty to provide PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, Maintenance under Article IV PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR (D) In addition to the charges due under this Agreement, and even if ENTITY WHETHER ARISING IN CONTRACT, TORT OR Customer shall provide a tax exemption number or affidavit of OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF exemption, Customer shall be responsible for all taxes (including sales, THE POSSIBILITY OF SUCH DAMAGES use, property, excise, value added and gross receipts but not Including THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY taxes based on J D Edwards' net Income) and import dudes and fees EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL levied on Software, Services and Maintenance provided under this Agreement Customer agrees that if any of the foregoing Is paid by PURPOSE J D Edwards, Customer shall reimburse J D Edwards for the amount 8 ARBITRATION All disputes involving this Agreement, except actions arising paid plus any related expenses Incurred and Interest assessed J D Edwards accepts full and exclusive liability for the payment of all under the patent and copyright provisions of the U S Code, be to a panel of three (3) arbitrators appointed employer contributions and taxes measured by any payments to by shall submitted and operating under the Uniform Arbitration Act and the J D Edwards' employees In the event that Customer is required any withholding tax or other similar law to deduct any amount from Commercial Arbitration Rules of the American Arbitration Such shall Include only persons with the amounts due to J D Edwards under this Agreement, Customer Association panel experience in the areas of Information technology or computer agrees that It shall pay a sufficiently higher amount so that the net amounts received by J D Edwards after such withholding equal what software licensing, installation or Implementation Each party shall choose one (1) arbitrator, and the third arbitrator shall be was Invoiced (E) Customer agrees to pay for all uncontested amounts due under chosen by the two (2) arbitrators selected by the parties The hearing will be confldentiai and Its location will be this Agreement within thirty (30) days after the date of Invoice arbitration chosen by the party not Initiating the arbitration or action The Customer shall have thirty (30) days after the Invoice date to contest in good faith the amounts and Items charged Past due uncontested written decision of the arbitrators shall be final, binding and judgment In any appropriate Jurisdiction amounts will bear Interest of one and one half percent (lhh%) per less convertible to a court month from the due date or the highest rate permitted by law If 9 TERM AND TERMINATION (A)The license granted under this Agreement shall remain In effect (F) All payments made hereunder are nonrefundable except as Agreement perpetually unless otherwise terminated under this Section specifically provided otherwise In this 11 EXPORT CONTROLS (B) Customer may terminate this Agreement at any time upon thirty days written notice to J D Edwards, subject to subsection (D) and Customer shall not export, reexport, or otherwise transmit, directly or (30) (E) below Subject to subsection (D) and Article IV, Section 1(B), indirectly, any software, Information, data, or other materials received under this Agreement except In full compliance with all United States Customer may terminate Article III or IV of this Agreement without and other applicable acts, laws, and regulations Customer shall terminating the License portion of the Agreement JD rage AGREEMENT indemnify, defend and hold harmless J D Edwards from any loss, hiring party However, such payment does not restrict the other liability, cost or expense (including reasonable legal fees) related to party's rights or remedies as they relate to such former employee any action arising from Customers failure to comply with this section (F) Neither party shall be liable for any costs or damages resulting 12 US FEDERAL GOVERNMENT CONTRACTORS from its Inability to perform any of Its obligations under this Agreement The Licensed Products are provided to Customer as a commercial Item due to a natural disaster, or actions or decrees of governmental bodies strictly under the terms and conditions of this Agreement and include not the fault of the affected party ("Force Majeure Event') A Force only those rights customarily available to the public The Customer Is Majeure Event shall not constitute a breach of the Agreement not authorized to permit disclosure by any agency or other part of the The party so affected shall Immediately give notice to the other party Federal Government that exceeds in any way the use and disclosure of the Force Maleure Event Upon such notice, all obligations of the rights (1) conveyed to Customer in this Agreement or (2) provided In affected party under this Agreement which are reasonably related to Far 12 212 (Computer Software) and (for Department of Defense use the Force Majeure Event shall be immediately suspended, and the or disclosure) DFAR 227 7202 3 (Rights in Commercial Computer affected party shall do everything reasonably possible to resume Software or Computer Software Documentation), whichever set of performance as soon as practicable rights provided In (1) or (2) are the more restrictive If an agency or (G) Customer understands that J D Edwards' business partners are other part of the Federal Government has a need for rights not Independent entities and, except to the extent they are acting as conveyed under this Agreement, it must negotiate with J D Edwards subcontractors pursuant to Article III, Section 3(C) of this Agreement, to determine If there are acceptable terms for transferring such rights J D Edwards is not liable for nor bound by any acts of such business In such a case, a mutually acceptable written addendum to this partner Agreement specifically conveying such rights must be included in any (N) If any provision of this Agreement is held to be invalid or contract between the parties unenforceable, such decision shall not affect the validity or 13 GENERAL enforceability of the Agreement or any of the remaining provisions (A) The waiver of one breach hereunder shall not constitute (1) Except as provided in this subsection, this Agreement may not be the waiver of any other or subsequent breach assigned by either party and any attempted assignment shall be void (B) All notices shall be in writing and either i) sent by certified However, either party may, upon written notice to the other parry, assign mail, postage prepaid, return receipt requested or ii) delivered this Agreement to any Affiliate JD Edwards may assign this Agreement by courier to the address written above or such other address in the event of the sale of all or substantially all of Its assets or equity as notified in writing to the other party Notice shall be (3) This Agreement shall be prepared in two identical and original deemed to be made on the date received under 1) and date counterparts If a counterpart shall be prepared in a language other delivered under il) than English, then the non English counterpart shall be for (C) This Agreement shall be the most basic enumeration of the convenience only and shall not affect the performance or interpretation terms and conditions under which the contemplated transactions will of this Agreement Likewise, the exchange of a fully executed be governed An Attachment to this Agreement shall modify this Agreement by fax (whether by separately executed counterparts or Agreement to the extent of any conflict in terms An Addendum shall otherwise) shall be fully binding on the parties with respect to the modify this Agreement and any Attachment hereto to the extent of any terms and conditions of this Agreement conflict In terms No amendments, modifications or supplements to (K) All amounts stated in and payable under this Agreement shall be this Agreement shall be binding unless in writing and signed by the denominated In United States Dollars and shall be payable In ready parbes The headings and titles to the sections of this Agreement are funds in United States Dollars to J D Edwards' designated United inserted for convenience only and shall not be deemed a part of, or States bank account Unless otherwise agreed to by the parties, J D affect the construction or interpretation of, the provisions of this Edwards will Invoice all amounts to Customer's address as it appears Agreement on Page One of this Agreement However, Training will be billed in (D) All disputes Involving the subject matter of this Agreement, accordance with the then current training Invoicing policy for related to except actions arising under the patent and copyright provisions currency and location of Training of the US Code, shall be determined under the law of the (L) The parties hereto are Independent contractors and neither party State of Colorado without regard to Its conflict of laws nor Its employees, directors, agents, or consultants shall hold Itself out provisions No action, regardless of form, relating to the subject to be or allow Itself to be considered as an agent or employee of the matter of this Agreement, may be brought by either party more than other party one (1) year after the claiming parry knew or should have known of (M) Neither party shall publicly announce or disclose the terms and the cause of arbitration or action conditions of this Agreement except that J D Edwards may refer to (E) Each party acknowledges that the other parry's employees are Customer as a J D Edwards customer In sales calls, customer lists, critical to the servicing of Its customers Each party agrees not to and other similar external communications employ or otherwise engage an employee of the other party for a (N) The parties agree that this Agreement Is not subject to and shall period of six (6) months following such employee's last involvement in not be Interpreted by the United Nations Convention on Contracts for the performance of this Agreement Should a party violate this the International Sale of Goods provision, the hiring party will pay the other party one hundred (0) Any purchase order or other Instrument of Customer percent (100%) of the former employee's annual salary Such accompanying either an Attachment to this Agreement or a Customer payment shall be the other part's sole remedy with respect to the payment Is for Customer's internal use only and Its terms shall not alter or amend the terms of this Agreement This Agreement, Including Its terms and conditions and Its Attachments and Addenda, Is a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement shall not be effective until executed by Customer and accepted by an authorized representative of 3 D Edwards By exeEff certifies thatsigner Is authorized to accept and By execution, signer certifies that signer is authorized to execute this Ifo wards Accepted by Agreement on behalf of Customerctives o `--_o'Y' � / i COST B,_ !` Copyright 1998 J D Edwards World Source Company Page 6/6 03/99 Swservmalnt0399 J D Edwards Confidential G❑L® )DEdwards` ATTACHMENT A/O - LICENSED PRODUCTS one Technology Way WorldSoftwere"" & oneWorld' - Suite Pricing Denver, Colorado 80237 Customer city of Denton A/5 #6557926 Addres62 This Attachment A/O ("Attachment") to the (check on) ❑ Software License Agreement or ® Software License, Services and Maintenance Agreement ( Agreement") is made by and between 3 D Edwards ("J D Edwards" shall have the meaning set forth in such Agreement) and Customer in consideration of their mutual promises and subject to its terms and conditions This Attachment amends the Agreement dated 0:7 2 9 1999Customer agrees to (check appropriate opbon(s)) ® license, and/or ❑ upgrade the number of Licensed Users for use on the Customer System(s) The type of Licensed Products delivered to Customer will be based on the hardware platforms) listed on page two and any Supplemental Schedule for each Supported Platform specified as part of the Customer System(s) Req ulred Suite Base software Suites (2) Prerequisites (1) 21 Foundation (3) 1 92 Financial 1,2 03 Logistics/Distribution 1,2,3 04 Manufacturing 1 ®5 Human Resource Management (6) 06 Payroll (5,6) ® US 1 1 ® 7 ❑ Canadian Customer Service Management System C'CSMS') OneWodd only 4 ❑ 8 ECS 1,2,3 1,2 09 Project Management NOTE Release 073.3 of OneWorld includes Suites 1 through 9 Additional Suites are available in WorldSoftware only and not In Release B73.3 of OneWorld software Suites ❑ SO World Vision GUI (4) ❑ 11 ❑ 12 Services Customer Information System C'CIS'i ❑ 13 User T e Ucen Concurrent (11) ES Only - Fee per customer Fees Per Licensed User $6.300 1 1,2,3 1,2,3,11 Total Base License Fees (7) otal Ucensed Users 7 9 X_ X- X_ X X # of customers = Total Softwareucense Fees License Fee $19 500 00 16,500.00 16,50010 16,5000 31,000,00 31,0000 16,5000 $160 700.00 $630,000 00 $790,700.00 BletuVOt 311100) $ 533,400.0 Net Software License Fees $ Taxes ESempt $ a 20 Total This Attachment, Including Its terms and conditions and the Agreement, is a complete and exclusive statement of the agreement between the parties relating to Its subject matter, and which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to its subject matter Notwithstanding anything to the contrary In the Agreement, in the event of a conflict between this Attachment and the Agreement, this Attachment shall prevail All other terms and conditions remain unchanged and are stifled hereby. This Attachment shall not be effective until executed by Customer and accepted by an authorized representative of 7.D Edwards By execution, signer certifies that signer Is uthorized to accept and By execution, xec do , signer ortCustomifies a signer is authod to execute this execute thisWrit onbe If of J �dw" ggled by 'hmJD Edward tive]kof II 44 CUSTQMER / J D Edwards World Source Company Page 1/2 06/99 Attachment A00399 lendal it ATTACHMENT A/O — worldSoftwaWm & Oneworldm spsaY. KaPPACame: Deployment Server & Licensed Users Location of Customer System(s) Supported Platform Type (8) (Including By User Type Faahira Mrvlal anH Gari"I # If AG/en0 1 Denton, TX A/B #6557926 IBM 16/6000MD 100 — Concurrent 2 3 4 For additional Customer Systems, If any, see "Supplemental Total Licensed Users (9) Schedule of Customer Locations" 100 Licensed User Allocahon Table Customer agrees that, as of the date of this Attachment, Its projection of the location of the Licensed Users spedfled above is as follows (10) 3 D Edwards Entity Customer User Location % of Total Licensed User J D Edwards World Solubons Company The Americas (Includes North and South America and the Caribbean) 100 % J D Edwards Europe, Ltd EMEA (Includes Europe, Africa, & Middle East) J D Edwards (Asia Pacific) Pie Ltd Asia Paaflc Total. 100% NUTes (1) Customer should license all Required Prerequisites and Install each licensed Software Suite In Its entirety FAILURE TO LICENSE AND INSTALL PREREQUISITE SOFTWARE SUITES WILL VOID ANY AND ALL WARRANTIES (2) The OneWorld CD Release B73 3 contains the Accessory Programs, Microsoft Internet Explorer 4 01 and Adobe Acrobat 3 01 which each have Individual End User License Agreements contained within the programs Microsoft Internet Explorer logo Is a trademark of Microsoft Corporation Adobe Acrobat logo Is a trademark of Adobe Systems, Incorporated Portions of OneWorld Release B73 3 contain third party software which are copyrighted and distributed under a license from Portions Copyright 1985 1997 Microsoft Corporation Portions Copyright 1992 1995 Tenberry Software, Inc Portions Copyright 1993 Premla Corporation Portions Copyright (c) 1997 DC Micro Development All Rights Reserved The J D Edwards ISO 9001 registration does not Include products licensed from third parties (3) The Foundation Software Suite contains the OneWorld T°olkh and the Development Environment Application for the WoddSoftware Customer agrees not to use the functionality of the OneWorld Tooikh and Development Environment Application to develop computer programs which compete with any J D Edwards Licensed Products Customer shall Indemnlfy J D Edwards against any harm or expense (Including, without limit, reasonable attorneys fees) arising out of any computer programs generated by Customer utilizing the OneWorld Toolkh or Development Environment Application NOTWITHSTANDING THE WARRANTY CONTAINED IN THE AGREEMENT, NO WARRANTY IS MADE THAT THE ONEWORLD TOOLKIT OR THE DEVELOPMENT ENVIRONMENT APPLICATION WILL GENERATE COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY CUSTOMER OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE (4) The WoddVlslon GUI Suite Includes software provided under license to J D Edwards by Seagull Business Software b v THE SEAGULL SOFTWARE APPLICATION CONTAINS SOFTWARE PROTECTION PROCEDURES, IF AN ATTEMPT IS MADE TO SIMULTANEOUSLY EXECUTE MORE COPIES OF THE SEAGULL SOFTWARE APPLICATION THAN HAVE BEEN LICENSED OR SET AS A LIMIT FOR EACH CPU, THESE PROCEDURES WILL PREVENT THE EXECUTION OF THE UNLICENSED OR ADDITIONAL COPIES IF THE SEAGULL SOFTWARE APPLICATION IS EXECUTED ON AN UNLICENSED PROCESSOR OR WITH A PROCESSOR DATE LATER THAN THE AUTHORIZATION DATE, THESE PROCEDURES WILL ALSO PREVENT THE EXECUTION OF THE SOFTWARE The source code for World Vision GUI may not be released by J D Edwards but Is placed In escrow by the third parry vendor If a Release Condition In the Escrow Provision is Invoked with respect to the third party vendor, the source code will be released to J D Edwards The J D Edwards ISO 9001 registration does not include products licensed from third partles (5) Payroll Suite requires PAYROLLTAX to be licensed directly from Vertex Systems, Inc for an additional fee (6) THE UNMODIFIED SOFTWARE APPLICATION IS INTENDED FOR USE IN THE UNITED STATES OR CANADA AND MAY NOT SUPPORT LOCAL GOVERNMENT REQUIREMENTS OR EMPLOYMENT PRACTICES WITHOUT MODIFICATIONS BY CUSTOMER CANADIAN PAYROLL AVAILABLE UNDER CUMMULATIVE RELEASE1 OF VERSION B73 3 (7) LICENSE OF ADDITIONAL SOFTWARE AND ADDITIONAL U5EBS If Customer licenses additional Software Suites, Customer will pay the Base License Fee and any Increased User Fees Additional Users must be licensed In blocks of ten (10) Users If Customer decreases the number of Licensed Users there shall be no credit given or refund paid on the Ucense Fees already due or paid (8) IDENTIFICATION OF CUSTOMER SYSTEMS If Installing the OneWorld Software, Customer must Identify each Deployment Server, type of Supported Platform, and number of Ucensed Users and type of for each Customer System and Deployment Server If Installing the WoddSoftware on an AS/400, Customer must Identify the model, feature and sedal number of each AS/400 on which the Ucensed Products are Installed and the number of Licensed Users associated with each such AS/400 (9) SOFTWARE PROTECTION PROCEDURES THE ONEWORLD LICENSED PRODUCTS CONTAIN PROCEDURES WHICH LIMIT THE NUMBER OF DEPLOYMENTS OF THE LICENSED PRODUCTS TO CLIENT PC PLATFORMS TO AN AMOUNT SPECIFIED AT THE TIME THE SOFTWARE PROTECTION CODE ("SPC'� IS ISSUED (10) The Information provided In this section Is only Customer's projection of the locations of Its Licensed Users as of the time of the execution of this Attachment It will be used solely for the purpose of allocation of the License Fees and Maintenance Fees to be Invoiced from each of the J D Edwards entities to Customer and designation of the contracting J D Edwards entUes Unless otherwise agreed to by the parties, each of the J D Edwards' endues will Invoice (on a single combined Invoice) their proportionate share of License Fees and any associated Maintenance Fees (based on the percentage allocation on page one) to Customer's address as It appears on Page One of this Attachment Customer may be asked from time to time to certify the location of Its Users In accordance with the audit dguse contained In the Agreement (11) User Type A "Concurrent User" shall be defined as a individual with an assigned "user id" which has executed an application contained In a Licensed Product either through a menu selection, fast path, or hidden selection A User will be counted as a Concurrent User until the User signs off the system, refreshes the library list, or enters Hidden Selection 30 (AS/400 only) Multiple concurrent sessions on the same Customer System utilizing the same "user Id' Initiated from the same workstation shall be Counted as one Concurrent User However, sessions initiated by one user Id" on more than one workstation, or by more than one "user Id" on the game workstation, shall be counted as multiple Concurrent Users The total number of Concurrent Users simultaneously using the Licensed Products at any time may not exceed the Concurrent Licensed Users The SPC provided for Deployment Server(S) (as referenced in Note 9 above) will reflect the total number Licensed Users assigned to the Deployment server(s) divided by 6 (Example Customers with 30 Concurrent Users will be able to deploy up to 50 diem PC platforms under this provision) Copyright 1998-99 J D Edwards World Source Company Page 2/2 06/99 Attachment A00399 3 D Edwards Confidential DEdwards` ATTACHMENT T- TRAINING & One Technology Way 1 DOCUMENTATION APPLICATIONS Denver, Colorado 80237 Customer City of Denton A/1 #6557926 Address 215 East MCKtnno Street - Denton TX 76201_4229 This Attachment T ("Attachment") to the (check on) ❑ Software License Agreement or ® Software License, Services and Maintenance Agreement ("Agreement') Is made by and between J D Edwards world Solutions Company, J D Edwards Europe, Ltd and J D Edwards (Asia Pacific) Pte Ltd ("l D Edwards") and Customer In consideration of their mutual promises and subject to Its terms and conditions This Attachment amends the Agreement dated UCT 2 9 igg�lpplicable notes are on Page Two Software Suites (Licensed Products) (1) Total Software License Fee ® 1 JD Edwards Custom User Education Suite Base (World and OneWorld) ("CUE Suite's $10 00 [D2 J D Edwards Custom User Educatlon Suite — CBT Logistics/Distribution $10,000 000 03 J D Edwards Custom User Education Suite - CBT Manufacturing $— Net software License Fees 470.000.00 Taxes Examgs $ Total Due $70,000.00 The CUE Suite is comprised of the Custom Documentation Tool and Computer Based Training (CET) Not all Tier 1 languages are available for certain components of the CUE Suite Please consult published product information for availability of languages Customer Is licensed for and may order a sufficient number of copies to reasonably support Its Total Licensed Users accessing the World and/or OneWorld Licensed Products pursuant to the Agreement This Attachment, including its terms and conditions and the Agreement, is a complete and exclusive statement of the agreement between the parties relating to Its subject matter, and which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to its subject matter Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between this Attachment and the Agreement, this Attachment shall prevail All other terms and conditions remain unchanged and are ratified hereby This Attachment shall not be effective until executed by Customer and accepted by an authorized representative of J D Edwards By execution, signer certifies that signer is authorized to execute this Attachment on behalf of J D Edwards Accepted by J D Edit' Vs jndd 19geStive as of 7 D EDWD,Lll ff Y r)vmr 7 D EDW UR E, D 7 D. E I IC E. LTD. Winder `1 ' ` Vldle President & (Tide) By execution, signer certifies that signer is authorized to execute this Attachment on behalf of Customer Copyright 1998+99 7.1) Edwards World Source Company Page 1/2 06/99 AttachmentT0699 3 D Edwards Confidential ATTACHMENT T Notes (1) The "Licensed Products" include the CUE Suite, any Software Updates provided pursuant to Maintenance services, the media on which they are delivered, and any associated documentation Customer receives access to the CUE Suite for all Its Licensed Users A "Licensed User" Is a User for which a license fee has been paid (2) THE WORLD AND ONEWORLD CBT REFLECT CERTAIN FUNCTIONALITY CONSISTENT WITH SPECIFIC RELEASES OF THE J D EDWARDS WORLD AND ONEWORLD SOFTWARE USE BY CUSTOMER OF THE LICENSED PRODUCTS WITH INCONSISTENT RELEASES OF THE J D EDWARDS SOFTWARE MAY PRODUCE INCONSISTENT RESULTS J D EDWARDS SHALL NOT PROVIDE ANY CORRECTION, ENHANCEMENT OR REFUND OF LICENSE FEES REQUESTED BY CUSTOMER UNDER THE WARRANTY SECTION OF THE AGREEMENT THAT RELATE TO THE USE BY CUSTOMER OF THE LICENSED PRODUCTS IN CONJUNCTION WITH INCONSISTENT RELEASES OF THE J D EDWARDS SOFTWARE PLEASE CONSULT THE PUBLISHED PRODUCT INFORMATION FOR THE AVAILABLE RELEASES FOR THE CUE SUITE (3) THE CUSTOM DOCUMENTATION TOOL MAY CREATE CUSTOM DOCUMENTS WITH IMPERFECTIONS IN LAYOUT AND FORMAT WHEN COMPARED TO THE ORIGINATING J D EDWARDS DOCUMENTATION CUSTOMERS SHOULD REVIEW THE CUSTOM DOCUMENTATION TO ENSURE THAT ALL FORMATTING AND EMBEDDED TABLES, ETC HAVE BEEN CARRIED OVER INTO THE NEW CUSTOM DOCUMENT Copyright 1998-99 3 D Edwards World Source Company 3 D. Edwards Confidential Page 2/2 06/99 Attachment T0698 JDEdwardsm Customer ATTACHMENT U Maintenance Services One Technology Way Denver, Colorado 80237 Address This Attachment is made by and between ] D Edwards ("] D Edwards" shall have the meaning set forth in the Agreement) and Customer In consideration of their mutual promises and subject to Its terms and conditions This Attachment supplements and amends the ter3rii�ndcppdHiOns of the (checkas follows Software License, Services and Maintenance Agreement or ❑ Maintenance Agreement ("Agreement"), dated llWl. LL yy lI��MM�� Maintenance Services • 3 D Edwards shall provide to Customer, subject to the terms and conditions of the Agreement, the Maintenance services indicated below Start Date :�^"+^ xeclrtlon Period of Coverage, } year(s) The Period of Coverage begins upon shipment of the Licensed Products to e first designated site Customer may not elect to exclude any of the Licensed Products or Licensed Users from the Maintenance services during the Period of Coverage During the Period of Coverage, Customer will be billed additional Maintenance fees resulting from the addition of Licensed Users or a change to Premier Maintenance Payment Customer agrees to pay the fees specified below within thirty (30) days of invoicing by 3 D Edwards Unless canceled by either party by written notice no less than thirty (30) days prior to the end of the Period of Coverage, this Agreement and the Period of Coverage shall automatically extend for one (1) year at the then current prices Maintenance fees will in no event be lower than your Existing 3 D Edwards Customers Only For existing Customers converting to Suite Pricing, Maintenance fees under your previous pricing structure ( your "Maintenance Fee Base') Your Maintenance Fees will remain the same as the Maintenance Fee Base unless and until you license sufficient Users under Suite Pricing (or unbl 3 D Edwards list price for Maintenance Suite Pricing increases) so that the Suite Maintenance fees exceed the Maintenance Fee Base If that occurs, you will be then billed for Maintenance fees based on your number of Users under Suite Maintenance Select I Tye Standard Maintenance Fee PREMIER Maintenance Fee Re -initiation Charge Maintenance Fees (For the Period of Coverage) User Type Licensed: Concurrent X Maintenance Fees: NumWber of Licensed Users) User Type Licensed..X Maintenance Fees (Number of Licensed Users) User Type Licensed X Maintenance Fees' (Number of Licensed Users) CIS ONLY X Maintenance Fees (Number of customers) Sales Tax Exemot (Fee p4err Licensed User) (Fee per Licensed User) (Fee per Licensed User) (Fee customer) = $§$.492M Total Maintenance Fees $0AROM See Addendum for Clanfication This Attachment, including Its terms and conditions and the Agreement, Is a complete and exclusive statement of the agreement between the parties relating to Its subject matter, and which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to Its subject matter Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between this Attachment and the Agreement, this Attachment shall prevail All other terms and conditions remain unchanged and are ratified hereby This Attachment shall not be effective until executed by Customer and accepted by an authorized representative of 3 D Edwards By execubon, skiner certifies that execute this A ton ha Edwards an 3D authorized to accept and ?dwyds Accepted by 3 D t or Type ddme) -"'r / President &General Manager ✓jlV1y�l,/ By execution, signer certifies that signer is authorized to execute this Agreement on behalf of Customer 9/98 ATTACHMENT U 1298 Copyright 1998 3 D Edwards Word Source Company 3 D Edwards Confidential Page 1/1 ]DEdvaards- ADDENDUM One Technology Way Denver, Colorado 80237 Customer City of Denton A/B #6557926 Address 215 East McKinney Street Denton Texas 76201-4229 This Addendum amends the Software License, Services and Maintenance Agreement, ("Agreement') dated OCT 2 9 1999, by and between J D Edwards ("J D Edwards" shall have the meaning set forth in such Agreement) and Customer in consideration of their mutual promises and subject to its Terms and Conditions as follows ARTICLE I, DEFINITIONS, Section 1, Accessory Software is amended to read as follows " 1 Accessory Software Software products owned by third parties delivered with the Licensed Products but which are subject to a separate license agreement " ARTICLE I DEFINITIONS, Section 14, Period of Coverage, shall is amended to read as follows "14 Period of Coverage The time period during which the Maintenance services shall be available under this Agreement The initial Period of Coverage begins at the completion of the Initial Maintenance Period " ARTICLE I DEFINITIONS, Section 20, Software Update, shall be amended to read as follows "20 Software Updates Program updates and new system versions and releases provided during the Initial Maintenance Period and any additional Period of Coverage " ARTICLE I DEFINITIONS, shall be amended by the insertion of the following new Section 22 "22 Initial Maintenance Period The four (4) months following delivery of the Licensed Products to Customers first designated site during which Maintenance shall be provided to Customer at no charge " ARTICLE II, SOFTWARE LICENSE ("LICENSE"), Section 1, LICENSE GRANT, Paragraph (A), tat sentence is amended to read as follows "Subject to the terms and conditions in this Agreement, J D Edwards grants to Customer a non-exclusive, non -transferable, perpetual limited license to use the Licensed Products on the Customer System(s) specified on an Attachment to this Agreement' Copyright 1998 J D Edwards World Source Company Page 1/7 12/98 Addendum1298 3D Edwards Confidential ARTICLE 11, SOFTWARE LICENSE ("LICENSE"), Section 2, LICENSE USE, Paragraph (C), 5th sentence is deleted in Its entirety ARTICLE II, SOFTWARE LICENSE ("LICENSE"), Section 3, THIRD -PARTY ACCESS, last Paragraph, is amended to read as follows "In consideration of this grant of access by J D Edwards, Customer agrees to take all reasonably necessary steps to Insure that the Licensed Products and the trade secret, proprietary and/or confidential Information contained within the Licensed Products are not disclosed under this provision to any person other than the entitles described above who have a need for access and use as provided above Prior to providing such access, Customer shall secure such third party's execution of a J D Edwards nondisclosure agreement covering the Licensed Products ARTICLE IV SOFTWARE UPDATES/SUPPORT LINE, Section 1(C) shall be deleted in its entirety and replaced with the following "(C)Support Line services shall be provided in accordance with J D Edwards' Support Line policies in effect at the completion of the Initial Maintenance Period and at the beginning of each annual renewal of the Period of Coverage Fees for reinstatement of lapsed Maintenance services shall be charged in accordance with J D Edwards policy for reinstatement fees in effect on the date of such reinstatement ARTICLE V, GENERAL, Section 2, MUTUAL NONDISCLOSURE, Subsection (v) is deleted in its entirety and the following inserted in lieu thereof "(v) Its disclosure is required by law, valid subpoena, or court or government order Customer agrees to notify J D Edwards of any such request for disclosure and the legal bases requiring release and to cooperate with J D Edwards to enable J D Edwards to seek any legal or equitable remedies it sees fit at its own effort and expense " ARTICLE V, GENERAL, Section 3, WARRANTIES, Paragraph (A) is amended as follows "period of six (6) months" is changed to "period of twelve (12) months ARTICLE V, GENERAL, Section 5, EXCLUSIVE REMEDIES, Paragraph (A) is amended as follows Each occurrence of the phrase "six (6) months" is changed to "twelve (12) months" ARTICLE V, GENERAL, Section 6, Paragraph (A) is amended to read as follows "J D Edwards shall indemnify, defend and hold harmless Customer from and against any claims, including reasonable legal fees and expenses, based upon infringement by the Licensed Products of any United States copyright, trademark or patent, or any other intellectual property right Customer agrees to notify J D Edwards of any such claim promptly in writing Customer agrees to cooperate fully with J D Edwards during such proceedings J D Edwards shall defend and settle at its sole expense all proceedings arising out of the foregoing, including the procurement of suitable counsel for Customer's defense Customer's choice of counsel independent of J D Edwards shall not be Copyright 1998 7 D Edwards World Source Company Page 2/7 12/98 Addendum1298 ] D Edwards Confidential unreasonably denied J D Edwards shall have no liability for any claims of Infringement that are based on i) a modification to Licensed Products, ii) the use of a prior or modified release if the infringement claim could have been avoided by the use of a current unmodified release, wherein J D Edwards has notified the Customer that the current release precludes the Infringement, or III) upon a use of the Licensed Products in a manner not contemplated within the Published Product Specifications ARTICLE V, GENERAL, Section 6, Paragraphs (D)(i) and (D)(fi) are deleted in their entirety ARTICLE V, GENERAL, Section 8, ARBITRATION is deleted in Its entirety and the following language Inserted in lieu thereof "This Section governs any and all disputes, disagreements, claims or controversies between the parties arising out of or relating to this Agreement or its breach (the "Disputed Matter") Except for the matters specified in section D (i), (ii), and (iii), below, all Disputed Matters shall be submitted to the following dispute resolution process (A) Internal Mediation First the Disputed Matter shall be referred jointly to Customer's and J D Edwards' respective Vice Presidents with operating authority over the Disputed Matter or such other senior executives as may be mutually agreed upon by the parties from time to time If such executives do not agree upon a decision within ten (10) day after referral of the matter to them, the parties shall proceed to the next stage of the dispute resolution procedure (B) Outside Mediation Either party may, upon written notice and within ten (10) days after the conclusion of Internal Mediation, elect to utilize a non -binding resolution procedure whereby each presents its case at a hearing (the "Hearing") before a panel consisting of a senior executive of each of the parties and a mutually acceptable neutral adviser If a party elects to utilize outside mediation the other party agrees to participate (1) The Hearing will occur no more than ten (10) days after a party serves written notice to use outside mediation Each party may be represented at the Hearing by lawyers The location of the Hearing will be chosen by the party not initiating the mediation (il) If the matter cannot be resolved at such Hearing by the senior executives, the neutral adviser may be asked to assist the senior executives in evaluating the strengths and weaknesses of each partys position on the merits of the disputed matter Thereafter, the senior executives shall meet and try again to resolve the matter (ill) If the matter cannot be resolved at such meeting, the parties' only recourse isibinding arbitration as provided for herein and the outside mediation proceedings will have been without prejudice to the legal position of either party No arbitration may commence concerning the Disputed Matter until fifteen (15) days have elapsed from the first day of the Hearing (iv) The parties shall each bear their respective costs incurred in connection with this procedure, except that they shall share equally the fees and expenses of the neutral adviser and the costs of the facility for the Hearing (C) Arbitration If the Disputed Matter is not submitted to outside mediation or, if submitted, cannot be resolved pursuant to outside mediation, then either party may within ten (10) days after the completion of Inside or outside mediation, as appropriate, upon written notice, submit the Disputed Matter to formal binding arbitration (1) All disputes involving this Agreement and not resolved in steps (1) and (2) above shall be determined under the law of the State of Texas and, except as set forth below, shall be submitted to a panel of arbitrators appointed as stipulated below and operating under the Uniform Arbitration Act as adopted in the State of Colorado and the procedural rules of the American Arbitration Association Copyright 19983 D Edwards world Source Company Page 3/7 12/98 Addendum1298 3 D Edwards Confldentlal (II) The location of the arbitration hearing will be Dallas, Texas or Denver, Colorado and shall be chosen by the party not Initiating the arbitration (ill) The parties will faithfully abide by and perform any award rendered by the arbitrators The written decision of the arbitrators shall be final, binding and convertible to a Court judgment in any appropriate jurisdiction (Iv) The Disputed Matter shall be submitted to a panel of three (3) arbitrators and such panel shall Include only persons with computer software Industry experience Each party shall choose one (1) arbitrator, and the third arbitrator shall be chosen by the two (2) arbitrators thus selected by the parties (v) Customer and J D Edwards agree that any cost associated with the arbitration, Including the administrative fee of the American Arbitration Association, any arbitrators' fees, any legal fees, and the fee for any stenographic record of any hearings in this arbitration will be paid by the party not prevailing (D) Neither party will Institute any action or proceeding against the other party in any court concerning any Disputed Matter other than (I) a request for injunctive relief to halt violations of a partys obligations of confidentiality, (II) any action based upon or arising out of a violation of J D Edwards Proprietary Rights, (III) any action based upon or arising out of a violation of a party's copyright under Title 17 of the U S Code, or (iv) the entry of a judgment upon or the request for injunctive relief in support of an award rendered by the arbitrators pursuant to this section ' ARTICLE V, GENERAL, Section 9, TERM AND TERMINATION, is deleted in its entirety and the following language is inserted in lieu thereof "(A) Effective Date This Agreement shall commence upon the date executed by J D Edwards and shall be a perpetual license as stated in Article Il, Section 1(A) (B) Customer may terminate this Agreement at any time upon thirty (30) days written notice to J D Edwards, subject to subsection (D) and (E) below Subject to subsection (D) and Article IV, Section 1(B), Customer may terminate Article III or IV of this Agreement without terminating the License portion of the Agreement (C) Termination Each party shall have the right to terminate this Agreement and the license granted herein as provided elsewhere in this Agreement or upon the occurrence of either of the following events (an "Event of Default") (I) the other party violates any provision of this Agreement, or (ii) the other party a terminates or suspends its business, b becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, c becomes insolvent or subject to direct control by a trust, receiver or similar authority, or d has wound up or liquidated, voluntarily or otherwise In addition to the above, Customer may, at its option, and without prejudice to any other remedy it may be entitled to at law or in equity or otherwise under this Agreement, terminate this Agreement by giving at least thirty (30) days prior written notice thereof to J D Edwards (C) Notice and Opportunity to Cure Upon the occurrence of an Event of Default, a party shall deliver to the defaulting party a Notice of Intent to Terminate that identifies in detail the Event of Default If the Event of Default remains uncured for thirty (30) days, the party may terminate this Agreement and the license granted herein by delivering to the defaulting party a Notice of Termination that identifies the effective date of the termination, which date shall not be less than thirty (30) days after the date of delivery of the Notice of Intent to Terminate Copyright 1998 J D Edwards World Source Company Page 4/7 12/98 Addendum1298 J D Edwards Confidential (D) Procedure Within thirty (30) days after termination of the license, Customer shall return to J D Edwards Licensed Products and all copies thereof or delete or destroy all copies of Licensed Products " (E) Upon termination of the License Agreement, the License to use the Software shall be immediately revoked and all Licensed Products and supporting materials will be returned to J D Edwards within ten (10) days, or destroyed and an affidavit supplied to J D Edwards certifying destruction ARTICLE V GENERAL, Section 10, PAYMENT, Paragraph (A), second sentence, shall be amended as follows "Customer agrees to pay ten percent (10%) of the License Fees in the amount of $60,340 upon execution of this Agreement, and any Attachment attendant to this Agreement, and the remaining ninety percent (90%) of the License Fee in the amount $543,060 on or before November 22, 1999 " ARTICLE V, GENERAL, Section 10, PAYMENT, Paragraph (B), is amended by the addition of the following "J D Edwards agrees that charges for all out-of-pocket travel and lodging expenses shall be made in accordance with J D Edwards published Travel Policy as provided in Exhibit 1 Any changes to the rates presented in this Exhibit 1 shall be subject to review by Customer " ARTICLE V PAYMENT, Section 10(C) is deleted in its entirety and the following language is inserted in lieu thereof "(C) Customer shall pay Maintenance fees in accordance with any Maintenance Attachment attendant to this Agreement and subsequently as an annual charge The first payment shall be due at the expiration of the Initial Maintenance Period If Customer fails to remit Maintenance fees, J D Edwards will have no duty to provide the Maintenance services specified under Article IV " ARTICLE V GENERAL, Section 10, PAYMENT, Paragraph (D) is deleted in its entirety ARTICLE GENERAL, Section 13, General, Paragraph (D), Is' sentence, is amended as follows Change "State of Colorado" to "State of Texas" ARTICLE V GENERAL, Section 13, General, Paragraph (E) is deleted in its entirety ARTICLE V, GENERAL, Section 13, GENERAL, Paragraph (1) is deleted in its entirety and the following language Inserted in lieu thereof "Neither Customer nor J D Edwards shall assign or otherwise transfer any right of interest in this Agreement, in the System, or any of components of the System, in whole or in part, to Copyright 1998 J D Edwards World Source Company Page 5/7 12/98 Addendum129B J D Edwards Confidential anyone, Including any parent, subsidiaries, affiliated entitles or third parties, or as part of the sale of any portion of Its business, or pursuant to any merger, consolidation or reorganization Including by operation of law, without the other party's prior written consent Such consent shall not be unreasonably withheld " ARTICLE V, GENERAL, Section 13, GENERAL, Paragraph (M) is amended by the addition of the following new language at the end of the Paragraph "J D Edwards and Customer acknowledge that Customer is a public entity and may be required to disclose the contents of this Agreement as a result of a Public Records Request Customer may disclose the contents of this Agreement in response to any such request which strictly follows the statutory requirements and procedures governing such request ARTICLE V, GENERAL, Section 13, GENERAL, is amended by the addition of the following new Paragraphs "(P) Remedies Except as stated in Article V, Section 5, no right or remedy granted herein or reserved to the parties is exclusive of any right or remedy herein by law or equity provided or permitted, but each shall be cumulative of every right or remedy given hereunder (Q) Construction of Contract Both parties have participated fully in the review and revision of this Agreement Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement " "(R) Read and Understood Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms ATTACHMENT AIO, Note 3, last sentence is amended as follows For clarification, NOTWITHSTANDING THE WARRANTY CONTAINED IN THE AGREEMENT NO WARRANTY IS MADE FOR COMPUTER PROGRAMS GENERATED BY THE ONEWORLD TOOLKIT OR THE DEVELOPMENT ENVIRONMENT APPLICATION FOR WORLD SOFTWARE HOWEVER, THE STANDARD WARRANTY CONTAINED WITHIN THE AGREEMENT SHALL APPLY TO THE ONEWORLD TOOLKIT AND THE DEVELOPMENT ENVIRONMENT APLICATION FOR WORLD SOFTWARE THIS ADDENDUM, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ADDENDUM Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between the terms and conditions of this Addendum and those contained within the Agreement, the terms and conditions of this Addendum shall prevail All other terms and conditions remain unchanged and are ratified hereby Copyright 1998 J D Edwards world source Company Page 6/7 12/98 Addendum1298 J D Edwards Confidential THIS ADDENDUM SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CUSTOMER AND ACCEPTED AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF J D EDWARDS By execution, signer certifies that signer Is authorized to accept and execute this Agreement on behalf of J D Edwards Accel2tEd by J D Edwards and effective as of MT 2 9 jagg me) & General Manager (Title) n Arbitration agreed to by Attorney for J D Edwards —�� (Title) By execution, signer certifies that signer Is authorized to execute this Agreement on behalf of Customer City Manager mtle) Arbitration agreed to by Attorney for Customer 77 Copyright 1998 ] D Edwards Wodd Source Company Page 7/7 12/98 Addendum1298 3 D Edwards Confidential EXHIBIT 1 J D EDWARDS RATES FOR REIMBURSABLE EXPENSES Effective July 1, 1998 MILEAGE Travel to and from Customer's site in J D Edwards' or J D Edwards' employee's or Authorized Affiliate's own vehicle(s) will be reimbursed at the maximum rate allowed by the Internal Revenue Service HOTEL ACCOMMODATIONS If overnight lodging is required, hotel accommodations will be reimbursable up to one hundred ten dollars (9110) per night, plus applicable taxes This rate is slightly higher in Hawaii, New York, Boston, Seattle, San Francisco and internationally MEAL ALLOWANCE If an overnight stay is required, a per diem meal allowance of up to thirty dollars ($30) per day, per person is reimbursable with receipts This rate is slightly higher in Alaska, Canada, Hawaii, New York, Puerto Rico and internationally RENTAL VEHICLES If required, rental vehicles are reimbursable up to thirty-nine dollars 039 00) per day, plus gasoline TOLLS AND PARKING FEES All tolls and parking fees are reimbursable AIRFARE Round-trip, coach class airfare MISCELLANEOUS Reasonable miscellaneous expenses which are incurred and which relate to Services performed by J D Edwards or its Authorized Affiliates for Customer The above rates are subject to semi-annual adjustment each January 1 and July 1