1999-403O IN CENO
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 sohclted, 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 mty would expend if
bidding these items individually, and
WHEREAS, the Clty 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
~ 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 anthonzes 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
~ The findings set forth in the preamble of this ordinance are incorporated
into the body of tins orrhnance as if fully set forth therein
~ The City Council hereby authorizes the expendature of funds in the
amounts set forth in the Contract
SECTION 4 Tins ordinance shall become effective immediately upon its passage and
approval
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
Page 2
JD] dwards'
Software License, Services and I~talntenance
Agreement ("AGREEMENT'~
One Technology Way
Denver, CO 80237
Th]s Agreement la bet~veen 3 D Edwards and City of Denton A/B #6557926
having its prindpal place of business at 2:1.5 East McKInnev Street. Denton, TX 76201-4229
The terms of this Agreement shall apply to the _~S~_~ ~ro (defined below), and all $ewlces and Maintenance provided by 3 u
Edwards to Custohter For purposse of thle Agreement, Customer' shall Include ~ and Its Affiliates (defined
below)
3 D Edwards World Solutions Company markets and supports the Licensed Preducl~ (defined below) in the Americas, Including
the United Stete~ and Canada .1 D. Edwards Europe, Ltd end 3 D Edwards (Asia Pacific) Pta Ltd market and support the
Licensed Products within each entlty's respective territory To the extent that the two foregoing entities have Ucensed 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, .1 D Edwards world Solutions Company, 3 D Edwards
Europe, Ltd and ,1~D. Edwards (AMa Pacific) Pta Ltd are referred to collectively as ~,1 D Edwards" herein
The Licensed Products are licensed by 3 D. Edwards from .1 D. Edwards World Source Company, a Colorado Corporation (~.1 D
Edwards Source") 3 D Edwards and ,1 D Edwards Source are owned ultimately by .1 D Edwards & Company, a Delaware
corporation ,1 D Edwards & Company, .1 D Edwards World Solutions Company, and .1 D Edwards Source have their principal
places of business at One Technology Way, Denvar~ Colorado 80237:1 D Edwards Europe, Ltd and J D Edwards (Asia Pacific)
Pie Ltd have their principal places of business at Dublin, Zreland and Singapore, rospocttvely
AR1/CLE ! DEFZNTrZONS
For purposes of this Agreement, the following terms shall mean
I Accessory Software
Software dehvered with the Licensed Products but which require
Customer to agree to s separate license with a third party (such as a
pop up", 'shrink wrap", "click" or other license) prior to their use
2 Affiliate(a)
Those entit es under common control and ownemhip of the entib/fl~t
idenhfied as the Customer above Common control and ownemhip is
defined as direct or indirect ownership of a voting interest of greater
than fifty percent (50%) or the dght or power, directly or iodl~ctly, to
elect a majorlb/of the E~oard of Directors Customer agrees to confirm
the Affiliate status of an entity upon request by 3 D Edwards [n the
event an Affiliate ceases to comply with this definition, this Agreement
will terminate solely as it relates to the former Affihate in accordance
with the termlnation~ provisions in Article V, Section 9
3 Attachment
The dccument by which Customer licenses the Ucensed Products and
orders Services and/or Nalntenance 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 3ava enabled interface) and which processes and/or issues
commands for processing on a Sewer These Include, but are not
I~m tod to personal computer% network computers, Windows
Terminals, and other slmi ar hardware or d splay devices
5 Confidential information
The a) Licensed products, b) Developed Sofi~vare and c) other
Informst~on of the iperties 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 "Ksetrlcted" by
the D~scloser Confidential toformation else Includes informabon of the
parties, when presented in oral form, that is recorded aa written
minutes or notes of such oral presentations and which are man~ed
Confidential" and provided to Recipient within thirty (30) days after
the date of disclosure
6 Customer System(a)
The Deployment Server(s), asscciated enterprise server(s), Clients,
applicabon and database servers, and other Servers on which the
Licensed products are installed and/or deployed by Customer
7 Deployment Server(a)
The Server design~ted on an Attachment to this Agreement and
utilized to deploy the Licensed Products to the Oients, enterprise
server and/or other Servers on which the Ucensed Produc~s reside in a
distributed network environment,
8 Derived Software
Software progrsmsL or modifications to the Software created through
the use of a development tool licensed hereunder and developed by
Customer, Its empidyees or third party agents (not.] D Edwards)
9 Developed Software
Software programs or modifications to the Licensed Products
developed by .~ D Edwards for Customer under Article Ii! of this
Agreement including source (if any) and ob)ect code for such
Developed Software and any related documentation
10 Discloser
The party disclesmg Confidential Informabon
11 License Fee
The fee defined in Article V, Section 10(A)
12 Licensed Product(s)
The computer pregrammmg code, mclodlng object code and any
source code which may be prowded~ for the sef'oNare programs
~dentified as Licensed products m each Attachment to this Agreement,
any Seftware Updates and the Published Product Specifications The
bcensed Products do not include Accessory Software
13 Licensed Users
Users licensed to access and use the Licensed Products m accordance
with any user ~pe deflnlbon(s) contained the Attachment(s) to this
Agreement
14 Period of Coverage
The time penod during which the Halntonance servzces shall bo
available under this Agreement The m~t~al Period of Coverage begins
upon sh;pment of the L~cansed Products to Customer's first designated
site
15 Published Product Specifications
All on line help matedal included within the bcensed Produc~s and all
of the user, technical, and training guides (in whatever med~a)
associated w~th the Licensed Products, as they may exist from time to
time
16 Recipient
The pert'/receiving Confidential [nformabon
17 Response Line
Services provided by Worldwide Customer Support including telephone
support during normal Response Line hours and 3 D Edwards' web
based customer selubon center
18 Sewer
A device (including operating system) that processes the commands or
requests of a Client or multiple Clients, add/or that stores information
for use by such Client(s)
19 Soft'ward
The Uceesed Products and Developed Software
20 Softwaro Updates
Program updates (Including cumulative updates contelmng corrections
to the L~censed Products) and new system veraoes and releases
containing enhancements and modifications provided dudng the Penod
of Coverage
21 Supported Platform(s) The hardware and software platforms
which are supported by .] D Edwards for specific release of the
Licensed Products as documented from time to time in the Published
preduct Specifications
03/99 Swssrvmalnt0399
Copyright 1998.] D E~Jwsrds World Source Company Page 1/6
Edwards Confidential
AGREEMENT
AR'I'ZCLE ir! SOFTWARE I~CENSE ~'LZCENSE")
I LZCENSE GRANT
(A) Subject te the terms and cond~pons ~n this Agreement,
.~ D Edwards grants to Customer a non exclusive, non transferable,
perpetual hmited hcense to uso the Licensed Products on the Customer
System(s) indicated in any Attachments executed from time to time by
the parties 3 D Edwards represents that It possesses all dghts and
interests in the Llcansod Products necessary to enter ~nto this
Agreement Customer has the right to uso only the Ucaosed Products
selected on any Attachment to this Agreement and shall have no right to
uso any other Licensod Products that are delivered to Customer but not
soidoted and hcensod hereunder
(B) Subject to the terms and cond~tions m this Agreement
.1 D Edwards grants to Customer a non exclusive, non ~ransterable
perpetual limited license to use any Developed Software
(C) 3 D Edwards grants to Customer the right to create Dedved
Software without the consont of.1 D Edwards Customer shah own all
right, tibe and interest any Derived Software except .1 D Edwards shall
retain sole ownership of such portioos of the Dedved Software that
contain part or all of the Software Use of such Software mduded in
the Derived Software shall remain subject to the provisions of th~s
Agreement
2 L~CENSE USE
CA) Customer shall use the Software only on the Customer System(s)
Identified ~n Attachments attendant to this Agreement or idenbfled m
wdflng as provided pursuant to subsoctmn (D) of this section
Customer shall not copy the Software without the wr~en permission
of .1 D Edwards except for a reasonable number of copies necessary
for Customer's backup, archival, and in-houso disaster recovery
purposes SubJect to the notification provisions contmned in this
Article, Customer may also copy the Sef~vare as reasonably necessary
to support the maximum number of Licensed Usors licansod under th~s
Agreement Customer w~ll reproduce and mdude the patent,
copyright, trade secret, trademark or other restrictive and proprietary
legends from the ongmal on all copies All copies will be sub)ect to the
terms of this Agreement Customer shall not allow the Software to be
usod by anyone other than its employees, except for those accesses
provided for under Secbon 3 of this Article and Article V, Section 2
The Software may not be used or subhcansod by Customer for the
purpose of commercial timesharing, sorvlca bureau or other rental or
sharing arrangements .3 D Edwards may, from time to brae, deny
Customer the right to llcanso ~n or move the Software to corta~n
countries in order to protect .1 D Edwards intellectual property
interests
(B) Customer shall not
(I) reverse engineer any part of the Software, provided,
however, that If the Licensed Products are located in a
Jurledlchon whoso laws exphotiy permit some form of reverse
engineering, Customer may do so solely to the extent so
permitted by such law Customer agrees to notify .1 D Edwards
prior to doing so,
(Ii) distribute, sell or otherwise transfer any part of the Software,
and
(iii) remove the patent, copyright, trade secret, trademark, or
other proptietery protection legends or noticas that appear on or
[n the Software
(C) Customer may provide for disaster recovery services on a
computer system provided for such purpose by a third party
organization The Software loaded upon a disaster recovery system will
only be operational, other than for disaster recovery test purposes, in
case of disaster conditions and ~noperabllity of the Customer
System(s) Customer agrees to cease using the Software on the
disaster recovery system immediately upon restoration of the
Customer System(s) to proper operating condition Customer agrees
to provide .1 D Edwards an original of the .1 D Edwards Non disclosure
Agreement executed by the third party organization and notice of the
location, computer type, and model and sonal number (if
applicable) of the cpu(s) on which the Licensed Products will be
installed Customer agrees to be fully responsible to .1 D Edwards for
all damages for any unauthorized uso, d~sclosure, or duplication of the
Software resulting from Its possession by the third party organization
(D) Customer shall notify .1 D Edwards m writing of any of the
following changes
(0 a change in location of a Deployment Server or Customer
System(s)
(il) a reallocation of the number of Licensed Usors for any
Deployment Server(s) or Customer Syatem(s)
(iii) a change in any model, feature, serial number, and allocation of
Ucensed Usors for an AS/400 on which the WorldSoftware ~s
installed
In addition, Customer shall prevlde fifteen (15) days advance written
notice for any change in the type of Supported Platform for any
Customer System
3 THZRD PARTY ACCESS
.1 D Edwards agrees that Customer may allow Its customers, vendors
or other entities in a similar relationship to Cueterner to access the
Ucensod Products and uso the same for the purpose of conducting
inquiries and other limited activities so long as Customer can
demonstrate the following
(I) none of the aforementioned entities, at any time, has access to
-1 D Edwards' source code,
(il) their access Is restricted to screen access and te those specific
functions they are required to perform,
(Ii0 under no drcumstances will they use the Software to operate
their own businesses,
(iv) the provision of the -1 D Edwards software or sorvices is not the
primary purpose, value, performance, or cost of the relefionshlp
between Customer and the entity,
(v) the entity does not compete with .~ D Edwards,
(vi) such access is not a violation of the Article V, Section 11, Export
Controls, and
(vii) each such user shall be licensed as a LIcensod User under this
Agreement
[n consideration of this grant of access by .3 D Edwards, Customer
agrees to take all 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 entities descnbed above who
have a need for access and use as provided above Customer further
agrees to be responsible for all the acts and omlssloos of the third
partlso who are granted access under the Seotlon as If they were
Customer's own acts or omissions, and Customer agrees to Indemnify
.1 D Edwards against any damages it incurs resulting from such
accesses
4 AUDZ'r
On .1 D Edwards' wHtmn request, not more frequen~ than annually,
Customer shall furnish 30 Edwards with a signed cerlJfiostion
(I) verifying that the Licensed Products are being used pursuant to the
provlsloos of this Agreement and Attachment(s), ~nduding the limitabons
on Ucensod Usors, and (11) IIs~ng the locations and types of the Customer
System(s), and the location of the Ucansod Usors (Iododing usor type)
assodated with each Customer System and at any other Iocetion
accesolng the Customer System(s) via remote access .1 D Edwards, not
more frequendy than annually and at Its own expenso, may audit
Customer's usa of the Ucansod Products Any such audit shall be
conducted during regular business hours at Customer's fecllities and shall
not unreasonably interfere with Customer's business addvities tf a
osrtifloste or an audit reveals that Customer has underpaid fees to 3 D
Edwards, Customer shall be invoiced for such underpaid fees at
.3 D Edwards' then current list prices for the actual number of usors If
the underpaid fees exceed five percent (5%) of the Ucenso Fees peld,
then Customer also shall pay .1 D Edwards' reasonable costs of
conducbng the audit
ART'ZCLE Z]! SOFTWARE SERVICES AND TRAIrNTNG
~'SERWCES")
1 SERWCE PROWSZON
(A) 3 D Edwards will provide Services to Customer as specified on
Attachment $, or as outlined in a engagement letter, scope of work, or
exhibit, attached hereto Any additional Services will be provided at
Customer's request and subject to availability, in accordance with a
mutually agreed to Attachment S, engagement letter or scope of work
entered into after execution of this Agreement In addition, .1 D
Edwards will provide training sorvloss, subject to availability, In
accordance with its then current training schedule and pollo/
(B) 3 D Edwards shall own all right, tltie and Interest In and to any
Developed Software provided to Customer pursuant to this Arfide
Customer and .3 D Edwards further agree that Developed Software
provided to Customer shall be neither a "work made for h~re" nor a
"specially commissioned work" as these are defined under U S
copyright law
Copyright 1998.1 D Edwards Wodd Source Company Page 2/6 03/99 Swservrnalnt0399
] D Edwards ConfldenUa]
AGREEMENT
(C) ~ D Edwards will uso reasonable efforts to perform the Services
according to its estimates and time schedules but causes beyond
] O Edwards' control, may cause delays in implementing the Services
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 ackn0wledgss that the Services can be obtained from
vendors other than .~ D Edwards and that Customer's decision to
purchase such Services from .~ D Edwards was made independently of
Customer's decision t~o licenso 3 D Edwards' Licansod products
2 I~IANAGEIflENT CONTROL AND RELATZONSHZP OF
PARTIES
(A) During a software Implementation or other similar project,
.~ D Edwards consultants will work with and under the direction of
Customers pro]ec~ team The direction to be provided by Customer's
project team Includes, but is not limited to, the creation of a detailed
pro)ect plan and the scheduling of Customers Internal and extomal
resources
(S) Each party shall give wfitten notice to the other party of the key
personne~ E shall assign from time to time to perform any software
implementation or other similar project hereunder
(C) E~ther party may request at any time the removal of any
~ndiwdual assigned to a pro]eot covered by this Ardcle if that party
(0 believes that individual is not qualified to pa~form the
services required by the project or does not meet appropriate
professional standards, and
(~i) prewously 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 3 D EDWARDS PERSONNEL AND OBt/GAT~ON$
(A) ~ D Edwards does not undertake to perform any obligation of
Customer, whether regulatory or contractual, or to assume any
rssponslblllty for CuStomer's business or operations ] D Edwards has
the sole right and Sbllgation to supervlso, manage~ contract~ direct,
procure, perform or cause to be performed all work to be performed
by .~ D Edwards, except as otherwlso provided in this Agreement
(B) Customer will inform and 3 D Edwards wdl comply with all
reesonable workplace standards and polloes, applicable to Customer's
employees, while 3ID Edwards personnel are physically ]oceted at
Customer's premlsos
(C) 3 D Edwards may subcontract the performance of any of the
Services ] D Edwards shall be responsible for all performances under
th~s Agreement by its subcontractors and any references to
"3 D Edwards' pamonnel" shall be deemed to include any
subcontractor or any subcontractor's personnel
ARTZCLE IV SOFTWARE UPDATES/RESPONSE LZNE
(~HAINTENANCE')
:t HAINTENANCE SERVICES
(A) Maintenance includes the Sof'~ware Updates and Response Line
sorv~ces Customer may request and 3 D Edwards will provide
Naintanance for the Licensed Products licensed by Customer under
Ardcle [! of this Agreement to the same extent and degree that .] D
Edwards makes such Maintenance generally available to its customers
Customer may not 'elect to exclude any of the Ucensod Products or
hcensod Users from the Maintenance se~ces dudng the Period of
Coverage !f the Ucensod Products are being used In a dientJsorver or
distributed nebNor~k environment Customer agrees to make a
reasonable effort tO establish and maintain an internal competency
center or help desk which provides a central point of contact with the
3 D Edwards Response Line to coordinate the Naintenance provided
under this Agreemetit
(B) Unless canceled by either party by written notice no less than
thirty (30) days pndr to the end of the Period of Coverage, Customer
agrees that the Period of Coverage for tilalntenance shall autOmstlcally
extend for one (1) year at ~1 D Edwards' then current prices
(C) Naintenance ~nall be provided in accordance with 3 D Edwards
policies in effect at the beginning of each annual renewal of the Period
of Coverage Fees for reinstatement of lapsed Haintenanca shall be
charged in accordance with .~ D Edwards' policy for reinstatement fees
in effect on the data of such reinstatement
(D) All software ow date delivered by the Responso Line shall become
part of the Licensed products
(E) Customer is ,==vvi~s~ble for the installation of upgrades from one
release to the next of the Ucensed Produd:s
ARTIrCLE V GENERAL
I PROPRIETARY R~GHTS
(A) The Software provided under th~s Agreement has substantial
monetary value and ~s proprietary to .] D Edwards Source The
Software contains trade secrets, inventions~ ideas, date, source and
objec~ 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 ~ssued patents The Licensed Products may also
include copyrighted and proprietary material of third parties for which
] D Edwards and .~ D Edwards Source have been granted e fight to
use and d~stfibute ~ D Edwards Source and any third party suppliers
shall retain ownership of all rights, tide and interest tO their rsspact~ve
pardons of the !Jcensed Pr~uc~ and all releases thereof All
enhancements and m~dlficetions made by .~ D Edwards which are
provided under the warranty or Software Update provisions of this
Agreement will remain proprietary to .~ D Edwards Source
(B) Upon knowledge of any unauthorized possession or use of, or
access to, any Sol, rare licensed hereunder, Customer shall notify ] D
Edwards as soon as possible Customer shall promptly fornlsh
] D Edwards with full details of such situation, assist in preventing any
recurrence thereof, and cooperate at ] D Edwards' expanse in any
lihgatlon or other proceedings reasonably necessary to protec~ the
~ntellectua[ property rights of ] D Edwards' and .~ O Edwards Source
(C) The L/tensed Products contain sol,rare protection procedures
which, m the event of unauthorized use, may limit access to the
L~censod Products or which may limit the number of users having
access to the Ucensed products The fun~on of these software
protection procedures ~s more fully documented in ] D Edwards
Source's Published product Specifications The software protection
procedures contained In the Ucensod products will only limit access to
the Software and will not destroy any of Customer's programs or data
[f the software protection procedures have been enabled when them
rs no unauthorized use by Customer, .~ D Edwards will, on a highest
priority basis, assist Customer in returning to normal oparstions at no
charge to Customer
2 MUTUAL NONDZSCLOSURE
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 d~sdosure of
such Confidential !nformation as it uses with its own similar
confidential information which it does not wish to diedoso, but such
standard of care shall not be less than a reasonable standard of care
The Confidential Information, Indudlng 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 Redplent However, Confidential !nformstlon may be
d~sclosed to counsol, consultants, subcontractors or agents of the
Recipient who have a need to know, have been instmctod that it ~s
Confidential information, and who have executed a nondisclceure
agreement substantially in the form of this Section of the Agreement
prior to such disdosuro The disclosure of Disctoeer's Confidential
Information does not grant to the Redpient any Ilcenee or tights to
any trade socrets, 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 [oformation 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
0) ~[t was in the public domain at the time of Discloser's
communicabon to Redpient
(ii) [t entered the public domain through no fault of Redpient
subsoquent to the time of Disclceer's communication to Redpient
0Ii) ~[t was in Reciplent's possession free of any obligation of
confidence at the time of Disdosor'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 Redpient 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
iimibng its uso solely for the purpose for which the law or order
requires
Page 3/6
03/99 Swssrvmalnt03OO
Copyright 1998 ~ D Edwards World Eourse Company
] D Edwards Confidential
AGREEMENT
Discloser understands that Recipient may develop information
internafly, or recewe reformation from other parties, that may be
similar to Disdeser's information Accordingly, nothing in th~s
Agreement shall be construed as a representation or ~nference that
Recipient will not ~ndependenfly develop products, for itself or for
others, that compete w~th the products or systems contemplated by
Disdoser's Information The parties agree that a breach of the
confidentiality obligations by Recipient shall cause ~mmedlata and
irreparable monetary damage to Discloser and shaft entitle D~scloesr to
injunctive relief in addri~on to all other remedies
3 WARRANTTES
(A) Licensed Products
i) -1 D Edwards warrants that for a period of s~x (6) months foflowmg
the date of delivery of the unmodified L~esnsed Products to Customer's
first designated site, the L~censed Products wdl perform in all material
respects in accordance with the .1 D Edwards Source Published
Product Specifications ~n effect at the date of this Agreement
.1 D Edwards further warrants that the -1 D Edwards Source Published
Product Specifications are accurate m all material respects
Ii) .3 D Edwards warrants that the L~consed Products, when used In
accordance with Its Pubhshed Product Specificebons, upon ~nstallaben
shall ~n all material respects be capable of accurately processing,
providing and/or rece~wng date data from, rote, and between the
twentieth and twenty-first centuries (mcludlng the years 1999 and
2000 and leap year calculations), provided that all other products (e g
hardware, sof~oNare, mlddleware, firmware, and any other systems)
used in combination with the L~consed Products propedy exchange
date date with the Licensed Products In addition, for existing
Customers who have previously hcensed the WoddSoftware, this
warranty shall not apply to WoddSoftware Release A7 2, CUM 7 and all
eadler CUMs or Releases of the World Software, and it also shall not
apply to WorldSoftware Release A7 3, CUM ! through CUM 3
d0 .1 D Edwards shall have no responsibility for problems ~n the
Licensed Products included under (I) and (d) above which are caused
by alterations or modifications made by Customer or a third party,
arising out of the malfunction of Customer's equipment, or caused by
other software products not flcensed by -1 D Edwards
(B) Services,'
(I) .1 D Edwards warrants that the Services supplied under Article U!
shall be performed In a professional and workmanlike manner
(ii) .1 D Edwards warrants that the unmodified Developed Software
shall operate in all material respects m accordance with the written,
mutually agreed upon specification for such Developed Software from
the date of completion of such Developed 5oftware for a period of
ninety (90) days However, -1 D Edwards shaft have no raspensibfflty
for problems in the Developed Software caused by alterations or
modifications made by Customer or a third party, or arising out of the
malfunction of Customer's equipment or other software products not
licensed by .1 D Edwards
(C) Maintenance
During the Period of Coverage, .3 D Edwards warrants that the
unmodified Ucansed Products wdl perform tn all material respects in
accordance with the .~ D Edwards Source Published Product
Specifications as they may ex~st dunng the Period of Coverage Such
Published Product Specificaffons shall be accurate in all material
respects but shall be subject to amendment from time to tdme to
conform with functionality contained in new releases of the Licensed
Products Dudng the Period of Coverage, -1 D Edwards also warrants
that the Licensed Products will comply with the warranty contained in
Section 3(A)(il) of this Article
4 WARRANTY EXCLUSZON
(A) THIS AGREEMENT PROW[DES LICENSES AND SERVICES AND
TS NOT A SALE OF GOODS
(B) EXCEFT AS EXPRESSLY SET FORTH [N THIS AGREEMENT,
THERE ARE NO WARRANT[ES, EXPRESSED OR IMPLIED,
INCLUDZNG BUT NOT L[MTI'ED TO, THE IMPliED WARRANT[ES
OF MERCHANTABILTTY OR FITNESS POE A PART]CULAR
PURPOSE .1 D EDWARDS MAKES NO WARRANTY, EXPRESS OR
.IMPLIED, REGARDZNG ACCESSORY SOFTWARE OR ANY
MOD.1FZED PORTIONS OF THE SOFTWARE
(C) .1 D EDWARDS MAKES NO WAR~ AS TO THE ADEQUACY
OR CAPACITY OF ANY HARDWARE OR THIRD PAR'~' SOFTWARE
TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF
CUSTOMER MANY FACTORS, INCLUDING BUT NOT LIMITED TO
THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NE'~VORK
TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE
ITCENSED PRODUCTS OR OTHER SOFTWARE ON THE NETWORK
W]LL IMPACT THE PERPORMANCE OF THE LICENSED PRODUCTS
INSTALLED ON SUCH NE1V~ORK THE I-[CENSED PRODUCTS,
WHEN YNSTALLED IN A CLIENT/SERVER OR OTHER TYPE OF
DISTRJBIJ3ED N~ORK ENVrRONI'4ENT, ARE SUB3ECT TO
CERT~N MINIHUM HARDWARE AND SOF'[V~ARE RE(~UIREMENTS
PROV]DED BY -1 D EDWARDS TO CUSTOMER, INCLUDING BUT NOT
LIM]'FED TO, THE ENTERPR]SE SERVER, DEPLOYMENT SERVER,
AND CLIENTS
5 EXCLUSIVE REMEDTE$
For any breach of warranties contained in Section 3 of this A~icle,
Customers exclusive remedy shall be as follows
(A) Licensed Products Customer sbell have slx (6) months
following dehve~y of the Ucensed Products to Customer's first
designated site to vedfi/that the Licensed Products comply with the
warranties contained ~n Section 3(A) of this Article Customer shall
prowde written notice of any such nonconformance to .1 D Edwards
within this six (6) month pedod Such notice shall be ~n sufficient
detail to allow .1 D Edwards to duplicate the nonconformance
.ID Edwards shall, at no additional charge, correct such
nonconformance or provide a mutually acceptable plan for correction
by sixty (60) days following the receipt of Customer's notice by
.~ D Edwards Should .1 D Edwards fail to pmwde such correction or
mutually acceptable plan by such date, Customer's sole and exclusive
remedy shall be fo terminate this Agreement by written notice m
accordance w~th the termination provisions contained ~n Section 9 of
this Article Such notice of termination must be received by
-1 D Edwards withe fifteen (15) days following the date for correct, on
or plan for correction Upon such notice of termination, Customer
shall be entitled to receive a refund of the license Fees paid
(B) Services
(I) Customer is entitled to re performance of the Services, or If
.1 D Edwards cannot perform the Services as warranted, Customer Is
entitled to a refund of the fees paid to .1 D Edwards for the Services
not In conformance w~th the warranty
(a) .1 D Edwards agrees to correct, at no charge, all material
nonconformances in the Developed Software of which .1 D Edwards
receives written notification during the ninety (90) day warranty
period If a material nonconformance is Incapab~e of correction, It
shall be considered a breach of warranty and Customer shall be
enUtled to return the nonconforming Developed Software and receive
a refund of fees paid for the nonconforming Developed Software
(C) Maintenance
1 D Edwards agrees to correct any material nonconformance as
described in Section 3(C) of this Article at no additional charge subject
to the following conditions -1 D Edwards' obligation to provide
corrections under this provision shall apply only fo I) the moat current
release of the Ucensed Products, and ii) the next preceding release of
the licensed Products but only during the six (6) months after the
general availability date of the most current release However, this
limitation does not limit Customer's access corrections generally mede
available to all Customers subscribing Maintenance (through the
~ssuance of cumulative updates or program temporary fixes)
Customer shall provide notice fo .1 D Edwards in suffioent detail to
allow .ID Edwards to duplicate the nonconformance Should
-1 D Edwards fall to provide such correction, Customer's sole and
exclusive remedy shall receive a refund of Maintenance fees paid for
the Licensed Users assodated with the nonconforming Licensed
Product(s) for the Parted of Coverage during which the
nonconformance occurred
6 ZNDEMNITZES
(A) .1 D Edwards shall ~ndemnify, defend and hold Customer
harmless from and against any loss, cost, damage, liability, or expense
(including reasonable legal fees) suffered or incurred by Customer In
connection with any U S patent, or any copyright or other ~nte[lectual
property Infrtngement claim by any third party with respect to the
Licensed Products This Indemnity obligation shall apply only to the
extent that that Customer promptly notifies -1 D Edwards after
Customer heeomes aware of such claim, grants to .1 D Edwards the
authority to defend, compromise or settle the claim of infringement,
and provides -1 D Edwards any Customer Information relevant to such
claim .1 D Edwards shall have no liability for any claims of
Infringement that are based on i) a modification to Licensed Products,
il) the use of a prior or modified release If the infringement claim could
Copyright 1998.1 D Edwards Wedd Source Company Page 4/6 03/99 Swse~maln~03g9
3 D Edwards Confidential
AGREEHENT
have been avoided by the use of a current unmodified mleese, or Iii)
upon a use of the Licensed Products in a manner not contemplated
w~thln the Published Product Specifications
(Bi 3 D Edwards further agrees that if Customer is prevented from
using the Ucensed Product(s) due to an actual or claimed infringement
under subsc~oon iA) of this Section, then at `1 D Edwards' option,
3 D Edwards shall promptly either
(0 procure fdr Customer, at .1 D Edwards' expense, the dght
to continue to use the Ucensed product(a),
(Ii) replace or modify the Licensed Product(s), at .1 D Edwards
expense, so that the Licensed Product(s) b~:ome non infringing,
or
(,ii terminate the Agreement as it relates to the infringing
bcensed Product and return Customer's License Fees for the
mfnnging LicenSed Product(s) in the event that neither (Ii or (il)
are reasonably feasible
lC) Subsections iA) and (Bi of th~s Section shall constitute
.1 D Edwards' entire obligation to Customer with respect to any claim
of infringement
iD) (ii .1 D Edwards shall defend and indemnify Customer, its
employees, officers, directors and agents from and against all costs
and damages due to injuries to persons or damage to real or
tangible personai~propetty proximately caused by `1 D Edwards
dunng the performance by `1 D Edwards of this Agreement
However, th~s indemnity shall not apply to the extent that such
injury or damage is caused by C~stomer's own negligence or w[llful
m~sconduct
(ii) Customer shall defend and Indemnify .~ D Edwards, its
employees, officers, directors and agents from end against all costs
and damages due to inJudes to pemons or damage to real or
tangible personal property proximately caused by Customer during
the performance of this Agreement However, this indemnify shall
not apply to the extent that such injury or damage Is caused by .1 D
Edwards' own negligence or willful misconduct
7 LZMTTED LTABZLI'TY
EXCEPT FOR a)FAILURE TO COMPLY W[TH THE PROPRIETARY
R[GHTE OR b)THE INFRINGEMENT INDEMNITY PROVISIONS
CONTAINED IN THIS AGREEMENT
iA) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR A MONETARY AMOUNT GREATER THAN
THE TOTAL AMOUNTS PAID OR DUE PURSUANT TO THIS
AGREEHENT, AND
(Bi IN NO EVE~I' SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY LOSS OR IN.1UP~ES TO EARNINGS,
PROFTTS OR GOODWILL, OR FOR ANY INCIDENTAL, SPEC[AL,
PUNTI'[VE OR CQNSEQUENTr-AL DAMAGES OF ANY PERSON OR
ENTITY WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF
THE POSSIBIL.rTY OF SUCH DAMAGES
THE LIMI*I'A'I'JONS SET FORTH IN THIS SECTION SHALL APPLY
EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL
PURPOSE
8 ARBITRA'F~ON
All d~sputes Involving this Agreement, except acbons arising
under the patent and copyright provisions of the U S Code,
shall be submitted to a panel of three (3) arbitrators appointed
and operating under the Uniform Arbitration Act and the
Commercial Arbitration Rules of the American Arbitration
Aseeelation Such panel shall include only persons with
experience in the areas of Information technology or computer
software licensing, installation or implementation Each party
shall choose one (1) arbitrator, end the third arbitrator shall be
chosen by the two (2) arbitrators selected by the parties The
arbitration hearing will be confidential and Its location will be
chosen by the party not initiating the arbitration or action The
written decision of the arbitrators shed be final, bindlrtg and
convertible to a court Judgment in any appropriate )urlsdlctlon
9 TERM AND TERMINATION
(A)The license granted under this Agreement shall remain In effect
perpetually unless otherwise terminated under this Section
(Bi Customer may terminate this Agreement at any time upon thirty
(30) days written notice to .1 O Edwards, subject to subsection iD) end
(E) below Subject to subsection iD) and Article IV, Section 1(8),
Customer may terminate Article I[I or IV of this Agreement without
terminating the bcense portion of the Agreement
Copyright 1998 ~ O Edwards Wodd Source Company
lC) If e~ther party materially broaches this Agreement, the uLI,er
perU/may give whites notice of its desire to terminate and the specific
grounds for termination and, if such default is cepeble of cure and the
party m default fails to cure the default within thirty (30) days of the
notice, the other party may terminate th~s Agreement Zf such default
is incapable of cure, the other patty may terminate this Agreement
immediately upon wnften nobce of its desire to terminate
iD) Termination of this Agreement, or any porbon of it, shall not Ilmrt
either party from pumuing other remedies available to it, including
~njunctive relief Such termination shall not relieve Customer of its
obhgation to pay all foes that have accrued or are otherwise owed by
Customer under Aracles 1[, ][II, TV and V, Section 10 At,de V,
Sections 1, 2, 5, 6, 7, 8, 9(E), 11, 13(D) and 13(M) shall survive
termination of this Agreement
(E) Upon termination, the bcense to use the Software shall be
~mmedlately revoked and all Licensed Products and supporting
materials wdl be returned to .1 D Edwards within ten (10) days, or
destroyed and an affidavit supplied to .1 D Edwards certifying
destm~on
lO PAYMENT
iA) In consideration for the Idcense granted ~n Article It, Customer
will pay to .1 D Edwards the Idcense Fees listed on any Attachment to
this Agreement Customer agrees to pay seventy five percent (75%)
of the License Fees upon the execution of such Attachment, and the
remaining twenty five percent (25%) within thirty (30) days after
execution of such Attachment
lB) As compensation for performing Services under A~de 111,
Customer agrees to pay .1 D Edwards on a per hour basis based on
the individual required and the actual hours expended or, in the case
of training, at .1 D Edwards' hst price Customer must make any
schedule changes for Services two (2) weeks in advance, otherwise,
.1 D Edwards may charge for brae it cannot roschedule Customer
agrees to m~mburse `1 D Edwards for al~ reasonable out-of pocket
expenses `1 D Edwards incurs ~n providing Services including, but not
hmited to, transportation costs, a~rfare, rental vehicles, lodging, meals,
and incidental charges, which are reimbursable expenses end not part
of .1 D Edwards' toter estimate for the Services If uncontested
amounts remain unpaid for thirty (30) days or more, `1 O Edwards
may, at Its option, refuse to perform additional services under Arbde
II! of this Agreement until such amounts are paid
lC) Customer shall pay Mamtenaeee fees In accordance with any
Maintenance Attachment attendant to this Agreement and
subsequently as an annual charge The first payment shall be due
within thirty (30) days of invoicing by .1 D Edwards If Customer fails
to remit Maintenance fees, .1 D Edwards wifi have no duty to provide
Halntonance under Article ~V
iD) In addition to the charges due under this Agreement, and even ff
Customer shall provrde e tax exemption number or affidavit of
exemption, Customer shall be responsible for all taxes (including sales,
use, property, excise, value added and gross receipts but not including
taxes based on `1 D Edwards' net income) and ~mport duties and fees
levied on Software, Services and Nalntesence provided under this
Agreement Customer agrees that if any of the foregoing is peld by
`1 D Edwards, Customer shall reimburse .1 D Edwards for the amount
paid plus any related expenses tncurred end interest assessed
.1 D Edwards accepts full and exclusive liability for the payment of all
employer contributions and taxes measured by any payments to
`1 D Edwards' employees In the event that Customer is required by
any withholding tax or other s~milar law to deduct any amount from
the amounts due to `1 D Edwards under this Agreement, Customer
agrees that it shall pay a suffidently higher amount so that the net
amounts received by .] D Edwards after such withholding equal what
was irwolced
(E) Customer agrees to pay for all uncontested amounts due under
this Agreement within thirty (30) days after the date of invoice
Customer shall have thirty (30) days after the invoice date to contest
~n geed faith the amounts and items charged Past due uncontested
amounts will bear interest of one and one half percent (1~,%) per
month from the due date or the highest rate permitted by law if less
(Fi All payments made hereunder are nonrefundable except as
specifically provided otherwise In th~s Agreement ~
12 EXPORT CONTROLS
Customer shall not export, re-export, or otherwise transmit, directly or
~ndirectly, any software, Information, date, or other materials received
under this Agreemer~t except In full compliance with all United States
end other applicable acts, laws, and regulations Customer shall
Page 5/6
03/99 Swsennn~lntO3!l!~
Edwards Confidential
AGREEMENT
indemnify, defend and hold harmless -3 D Edwards from any loss,
liability, cost or expense (including reasonable legal fees) related to
any action arising from Customer s failure to comply with this section
12 U $ FEDERAL GOVERNMENT CONTRACTORS
The Licensed Products are prowdecf to Customer as a commerdal item
strictly under the terms and condlt~oes of this Agreement and mdude
only those rights customarily avadable to the pubhc The Customer Is
not authorized to permit dmclosure by any agency or other part of the
Federal Government that exceeds m any way the use and d~sclesure
righta (1) conveyed to Customer m thru Agreement or (2) provided in
Far 12 2].2 (Computer Sol, rare) and (for Department of Defense use
or disclosure) DFAR 227 7202 3 (Rights in Commercial Computer
Software or Computer Software Documentabon), whichever set of
rights provided In (1) or (2) are the more restrictive Tf an agency or
other part of the Federal Government has a need for rights not
conveyed under th~s Agreement, it must eegotmte with 3 D Edwards
to determine If there are acceptable terms for transfemng such rights
Tn such a case, a mutually acceptsb~e written addendum to this
Agreement specifically conveying such rights must be included m any
contract between the parties
13 GENERAL
(A) The waiver of one breach hereunder shall not constitute
the waiver of any other or subsequent breach
(B} All notrces shall be ~n writing and either 0 sent by certified
ma~l, postage prepaid, return receipt requested or lO dehvered
by courier to the address written above or such other address
as nobfled in writing to the other party Notlca shall be
deemed to be made on the date received under i) and date
delivered under ~i)
(C) This Agreement shall be the most bamc enumera~on of the
terms and conditions under which the contemplated transactions will
be governed An Attachment to this Agreement shall modify this
Agreement to the extent of any conflict m terms An Addendum shall
modify this Agreement and any Attachment hereto to the extent of any
conflict in terms No amendments, medificabons or supplements to
this Agreement shall be binding unless m writing and mgned by the
paraes The headings and titles to the secbons of this Agreement are
inserted for convenience only and shall not be deemed a part of, or
affect the construction or interpretahon of, the provlmoes of this
Agreement
(D) All disputes Involwng the subject matter of this Agreement,
except actions arising under the patent and copyright provlsloes
of the U S Code, shall be determined under the law of the
State of Colorado without regard to Its conflict of laws
provisions No action, regardless of form, relabeg to the subject
matter of this Agreement, may be brought by either part3' more than
one (1) year after the claiming party knew or should have known of
the cause of arbitration or action
(E) Each party eckeewledges that the other park's employees are
critical to the servicing of its customem Each party agrees not to
employ or otherwise engage an employee of the other party for a
pedod of six (6) months fellowing such employee's last involvement in
the performance of this Agreement Should a party ~qolate this
provision, the hiring party wdi pay the other party one hundred
percent (100%) of the former employee's annual se[ary Such
payment shall be the other party's sole remedy with respect to the
hiring party However, such payment does not restrict the other
party's rights or remedies as they relate to such former employee
(F) Neither party shall be liable for any costs or damages resulting
from ~ts Inability to perform any of Its obllgaboos under this Agreement
due to a natural disaster, or actions or decrees of govemmeotal bodies
not the fault of the affected party (''Force Majeure Eveot;~ A Force
Majeure Event shall not constltote a breach of the Agreement
The party so affected shall Immediately give noUca to the other party
of the Force Majeure Event Upon such notice, all obligations of the
affected party under this Agreement which are reasonably related to
the Force Majeure Event shall be immediately suspended, and the
affected par[,/ shall do everything reasonably possible to resume
performance as seon as prachcable
(G) Customer understands that .3 D Edwards' business partnem are
Independent enflhes and, except to the extent they are acting as
subcontractors pursuant th Article ]I1, Section 3(C) of this Agreement,
.3 D Edwards is not liable for nor bound by any acts of such business
partner
(H) Tf any provlmon of this Agreement is held to be invalid or
unenforceable, such decision shall not affect the validity or
enforcaablllty of the Agreement or any of the remaining provisions
(2) Except as provided in this subsection, this Agreement may not be
ses~gned by either party and any attempted assignment shall be void
However, either par[y may, upon wdtten notice to the other party, assign
this Agreement to any Affiliate .3 D Edwards may assign thru Agreement
in the event of the sale of all or sebstentialiy all of its assets or equity
(3) This Agreement shall be prepared in two identical and odginal
counterparts If a counterpart shall be prepared in a language other
than English, then the non English counterpart shall be for
convenience only and shall not affect the performance or interpretation
of this Agreement Ukew~se, the exchange of a fully executed
Agreement by fax (whether by separetely executed counterparts or
otherwise) shall be fully binding on the parties with respect to the
terms and candltlons of this Agreement
(K) All amounts stated in and payable under this Agreement shall be
denominated in United States Dollars and shall be payable In ready
funds in United States Dollars to .3 D Edwards' designated United
States bank account Unless otherwise agreed to by the parties, .3 D
Edwards will Invoice all amounts to Customer's address as it appears
on Page One of thru Agreement However, Training wdl be billed in
accordance with the then current training invoicing policy for related to
currency and IocaUon of Training
(L) The parties hereto are independent contractors and neither party
nor its employees, directors, agents, or consultants shaft hold Itself out
to be or allow itself to be considered as an agent or employee of the
other party
(M) Neither party shall publicly announce or disclose the terms and
conditions of this Agreement except that .1 D Edwards may refer to
Customer as a .1 D Edwards customer in sales calls~ customer lists,
and other similar external communications
(N) The parties agree that this Agreement Is not subject to and shall
not be interpreted by the United Nations Convention on Contracts for
the [nternatlonal Sale of Goods
(O) Any purchase order or other Instrument of Customer
accompanying either an Attachment to this Agreement or a Customer
payment is for Customer's internal use only and Its terms shaft not
alter or amend the terms of this Agreement
This Agreement, Including its terms and conditions and Its Attachments and Addenda, I. a complete and exclusive statement of
the agreement between the parties, which supersedes all prior or concurrent prepo~ale and understandings, whether oral or
written, and all other communlcaUons 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 reprr, entetive o1'3 D Edwards
By execuflon,.slgrj.eLcert~fies that, signer Is authorized to accept and
execute this~g~l~f~ent on be~lf o~l;~/Edwards Accepted by
3 D Edwa~a~ ~e~ve~s o~ V ~ ~ !~
V~ President & General M~n~er ,
City ManaKer
Copyright 1998.3 D Edwards Wodd Source Company Page 6/6 03/99 Swservmalnt0399
.3 D Edwards Confidential
JD£dwards'
ATTACHMENT A/O - LZCENSED PRODUCTS
WorldSof~ware~. & OneWorldTM - Suite Pricing
Customer City of Dei~b~n A/B #6557926
Address 1215 East McKinnev
~E]L[]
One Technology Way
Denver, Colorado 80237
De,iLui~. TaYa~ 76201-4229
Th~s Attachment 'NO ("Attachment") to the (check on) [] Software License Agreement or [] Sof~vam License, Semces and
Maintenance A r ement ("Agreement") $ made by and between 3 D Edwards ("3 D Edwards" shall have the meaning set forth ~n
such Agreeme~r)(~:nd Customer in cons~deration of their mutual promises and subiec~ to ~ts terms and cond t OhS This Attachment
amends the Agreement dated rl~.T ~, 9 ~gggCustomer agrees to (check appmpnate opbon(s)) [] license, and/or [] upgrade the
number of bcensed Users for use on the Customer System(s) The type of Licensed Products dehvered to £ustomer wdl be based
on the hardware platform(s) lis~ed on page two and any Supplemental Schedule for each Supported Platform specified as part of
the Customer System(s) Required Suite Base
Soft:ware Suites (2) prerequisites (1) License Fee
~19.500.00
[] i FoundaUon (3) 1 16.500.00
[] 2 Finandal 1,2 16.500.00
[] 3 LoglCdcS/DlstflbuUon 1,2,3 16.500 00
[] 4 Manufacturing 31.000.00
[] 5 Human Reeource Management (6)
[] 6 Payroll (5,6) E~ U S 1 31.000 00
Canadian 1
[] 7 Customer Service Management System ("C:SMS") OneWodd only 1,2,3,4 16,500 00
1,2,3
[] 8 ECS 13.200.00
[] 9 PmJec~ Management 1,2
NOTE Release B73.3 of OneWodd Includes Suites :1. through 9 Additional Suites ara available in WoddSoftwara only
and not in Release B73.3 of OneWorld
Sof~wara Sultea
[] 10 World Vision GUI (4)
[] 11 Se~ces
[-I 12 Customer Znformat~on System ("C[S")
[] 13
U~ser Type Ucense~ J JFees Per Ucensed User J
C~pcurmnt (11) $6.300 X
$ X
$ X
$ X
C/S Only - Fee per customer
1
1,2,3
1,2,3,11
Total Base bcense Fees (7)
ucen~
X # of customers
Total Software Ucense Fees
~160.700.00
$630r000.00
$.--
$
$790,700.00
accepted by an authorized representative of.l,D Edwards
By execution, signer certlfle~ thatlslgner is .authorized to accept and
execute this ~tt~h,F~lent on ~l~e~lf. of 31~a~ l~ted by
3 O EdwardsJ~n~ Jl~dacUve
(^~ ~.=.lMt~n Winder
Copyright 1998-993 D Edwards World Source Company
] D Edwards Confldentla
By execution, signer certifies that signer is authorized'/t~to execute this
Attachment on behalf of Customer /
CU~fl)MER j /7 _ /
Page 1/2 06/99 Attachment AO0399
D!sc~unt (~s7.300.00~
Net Sol,rare bcense Fees $533.400.00
$0,00
Taxes ~ $533.400.00
Total
This Attachment, Including Its terms and conditions and the Agreement, Is a complete and exclusive statement of
proposals and underetandlngs, wnemer orat or wrltte,
to ;ts subject matter Notwithstanding anything to the contrary In the Agreement, in the event of a conflict
between this Attachment and the Agreement, this Attachment shall prevail All other terms and conditions remain
unchanged and are ratified hereby. This Attachment shall not be effective until executed by Customer and
AT[ACHHENT A/O - World$oftwareTM & OneWorldTM
~ IFapp/lcab/e:
Location of Customer System(s) Deployment Server & Licensed Users
Supported Platfomt Type (8~) (Including By User lype
Feature Model and Sanal #
Denton, TX A/B #6557926 IBM RS~6000/'rBD '~ '--~ 100 - Concurrent
For additional Customer Systems, If any, see "Supplemental Total Licensed Users (9) 100
Schedule of Customer Locations"
b~ User AIIocabon Table
Customer agrees that, as of the date of th~s Attachment, its proje~on of the location of the bcensed Users spedfled above Is as follows (10)
Edwards EnUty Customer User Location % of Total Licensed
User
Edwards Wodd Solutions Company The Americas (includes North and South Amenca and the
Canb~an) 100 %
Edwards Europe, Ltd EMEA (includes Europe, A~lCa, & M~ddle Eas~)
%
Edwards (Asma Pacific) Pta Ltd As~a Paofic
%
TO~I. 100%
NOTES
(1) Customer should license all Requtred Prerequisites and Ins~all each licensed $of~vare Suite In its entirety FAILURE TO LICENSE AND INSTALL PREREQUISITE SOFTWARE
SUITES WILL VOID ANY AND ALL WARRANT~ES
(2) The OneWodd 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
Agrreereents contained within the programs HIcrceof~ lntarnet Explorer logo Is a trademark of H~crosoft Corporation Adobe Acrobat logo Is e trademark of Adobe
Systems, Incorporated Portions of OneWofld Release 873 3 contain third party software which are copyrighted and distributed under s license from Portions Copyright
1985 1997 Hisrosoft Corporation Portions Copyright ]992 1995 Tenberry Software, Inc Portions Copyright 1993 Premla Corporation Portions Copyright (c) 1997 DC
Hlcro Development All Rights Reserved The .1 D Edwards I90 9001 registration does not Include products licensed from third parties
(3) The Foundation Sof~vare Suite contsms the OneWorld Toolkit and the Development Environment Application for the Woddseftware Customer agrees not to use the functionality
of the OneWorld Toolkit and Development Envitonment Appllcabon to develop computer programs which compete with any ] D Edwards Ucensed Products Customer shall
Indemnify ] D Edwards against any harm or expanse (including, without limit, reasonable attorney s fees) arising out of any computer programs generated by Customer utilizthg
the OneWotid Thobllt or Development Envitonment Application NOTWri~STANDING THE WARRANTY CONTAINED IN THE AGREEHENT, NO WAPEANTY iS HADE THAT THE
ONEWORLD TOOLKIT OR THE DEVELOPHENT ENVIRONHENT APPLICATION WILL GENERATE COHPU~R PROGRAHS WITH 'l~lE CHARACTERIS'~'ICS OR SPECIFICATIONS
DESIRED BY CUSTOHER OR THAT SUCH GENERATED COHPUTER PROGRAMS WiLL BE ERROR FREE
(4) The WoddVIslon GUI Suite Includes sol.rare provided under license to .1 D Edwards by Seagbll Business Sol,rare b v THE SEAGULL SOFTWARE APPLICATION CONTAINS
SOFTWAPE PROTECTION PROCEDURES, IF AN A'I-r~HFT IS MADE TO SIHULTANEOUSLY EXECU~ HOPE COPIES OF THE SEAGULL SOFt'WARE APPLICATION THAN HAVE
BEENLICENSED~RSETASAL]H1T~REACHCPU~THES~PR~CEDURESWI~PRE~ENT~EEXECUTI~N~FTHEUNLICENSED~RADD1TI~NALCOPIES iF THE SEAGUii
SOFTWARE APPLICATION IS EXECUTED ON AN UNLiCENSeD PROCESSOR OR WITH APP. OCESSOR 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 .] D Edwards but Is placed In escrow by the thitd parb/
vendor If a Release Condition In the Escrow Provision Is Invoked with resbec~ fo the third party vendor, the source code will be released to ~ D Edwards The
.~ D Edwards ISO 9001 registretion does not Include products Ilsensed from third pardes
(5) Payroll Suite requires PAYROLLTAX to be Ilcensod ditestly from Vegex Systems, ]nc For an eddYednal fee
'l~E UNMODIFIED SOF'PgARE APPLICATION IS IN'i~NDED FOR USE IN THE UN1TED STATES OR CANADA AND HAY NOT SUPPORT LOCAL GOVERNMENT REQUIPEHEt~rrs OR
EHPLOYMENT pRACTiCES WI~OUT MODIFiCATIONS BY CUSTOMER CANADIAN PAYROLL AVAILABLE UNDER CUHiV/ULATIVE RELEASE! OF VERSION B73 3
(7) LICENSE OF ADDI~ONAL SOFTWARE AND ADDI-rlONAL USERS If Customer licenses edditlonal Software Suites, Customer will pay the Base License Fee and any Increased
User R~es 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 pa~d
(8) IDENTIFICATION OF C:USTOhlER $yE-I~hl(S3. If Installing the OneWodd Sol,rare, Customer reust Identify each Deployment Server, b/be of Supported Platform, and number of
Licensed Users and type of for each Customer System and Deployment Server ]f Installing the WoddSoftware on an AS/,100, Customer must identify the model, feature and
serlel number of each A5/400 on which the Licensed Products are Installed and the number of Licensed Users associated with each such AS/400
(9) SOFTWARE PROTECT[ON PROCEDURES THE ONE~VORLD LICENSED PRODUCTS CONTAIN PROCEDURES WHICH LINIT THE NUMBER OF DEPLOYI'4ENTS OF THE LICENSED
PRODUCTE TO CLIENT PC PLATFORMS TO AN AMOUNT SPEC]RED AT ]I'VE TINE THE SOFTWARE PRO~ON CODE (~SPC'~ IS ISSUED
(10} 3~e Information provided In this section is only Cusfomeds projection of the locations of its Ucensed Users as of the time of the execution of this Attachment It will be used
solely for the purpose of allocat]on of the Ucense Fees and Halntensose Fees to be Invelced from each of the .] D Edwards e~ties to Customer and beslgnatlon of the
contracting.] D Edwards entitles Unless otherwise agreed to by the pardes, each of the ~] D Edwards' entitles will Invoice (on a single combined Invoice) theit propoAIonate
share of Ucense Fees and any associated Nalntenance Fees (based on the percentage allocegon on page one) to Custemer'a address as It appears on Page One of this
Attachment Customer may be asked from time to time fo certify the location of Its Users in accordance with the eu~lt clause contelned 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 sy~em, refreshes the librery list, or enters Nldben
Selection 30 (AS/400 only) Multiple concurrent sessions on the same Customer System utilizing the same "user Id' InlBated from the same workstation shall be cogrlted
as one Concument User However, sessions initiated by one user Id" on more than one workstefion, or by more than one "use~ Id" 0t) th~ ~ame wo~lon, shall be
counted as murdple Concurrent Users The total number of ConcurTent Users slmulteneeusly using the Licensed Products at any tiree may not exceed the Concurrent
Ucensed Users The SPC prevlded for Deployment Server(s) (as referenced ~n Note 9 above) will reflect the total nureber Licensed Users esslgned to the Deployment
Server(s) divided by 6 (Example Customers with 30 Concurrent Users will be able to deploy up t~ Eg dleht PC p]atform, s ur[der this provision)
Copyright 1998-99 3 D Edwards Wodd Source Company Page 2/2 06/99 Attachment AO0399
.] D Edwards ConfidenDal
JD[dwards'
ATTACHMENT T- TRAINZNG &
DOCUHENTATZON APPLICATZONS
One Technology Way
Denver, Colorado 80237
Customer
Address
Cttv of Deii~on A/lB #6557926
2:L5 East ;4c;;innev Street
Denton. TX 7620:L-4229
Th~s Attachment T ("Attachment") to the (check on) [] Software bcense Agreement or [] Software L~cense, Services and
between -1 D Edwards World Solutions Company, .1 D Edwards
Maintenance Agreement ("Agreement'~) Is made by and ("3
Europe, Ltd and .~ D Edwards (Asia Pacific) Pte Ltd D Edwards") and Customer in considerebon of their mutual
prommes and subject to its terms and conditions This Attachment amends the Agreement dated OCT ~ .q ll~ppllcable
notes are on Page Two
Total Software
Software Suites (Licensed Products) (1) License Fee
$1o,ooo oo
[] 1 ] D I°~.I
B2 .1 D $10.000 00
3 .1 D Edwards Custom User Education Suite - CBT Manufactunng
Net Software License Fees $70.000.00
Taxes Exemet $0.00
Total Due $70,000.00
The CUE Suite is comprised of the Custom Documentabon Tool and Computer Based Trmmng (CBT) Not all 'Rer 1
languages are available for certain components of the CUE Suite Please consult pubhshed product ~nformatlon for
availability of languages
Customer Is hcensed 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
Th~s Attachment, ~nciud~ng ~ts terms and conditJons and the Agreement, ~s a complete and excluave 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 pa~es relabng to its subject matter Notwithstanding
anything to the contrary in the Agreement, in the event of a conflict between the Attachment and the Agreement, th~s Attachment
shall prevail All other terms and condlbons remain unchanged and are ratified hereby The ALl:achment shall not be effeddve
untd executed by Customer and accepted by an authorized representaave of-1 D Edwards
By execution, sgner certifies that s~gner is authorized to
execute thts Attachment on behalf of .~ D Edwards
Accepted by3 D Ed~r~s~n.e~, effeCtivel§gg as of
.1 D EDWAI~I)~tf~)RL.~ SO~JT~ONS/OMPANY
3 D EDW~J~'IEURC(PE, urB, /E. LT
Vl(:~ie President & General
By execution, s~gner certifies that s~gner ~s authorized to
execute this Attachment on behalf of Customer
06/09 Attachment T0699
Copyright 1998,99 3.D Edwards World Source Company Page 1/2
3 D Edwards Confidential
ATrACHHENT T
Notes
(1) The "Licensed Products" ~nclude the CUE Suite, any Sof~vam Updates provided pursuant to Maintenance services, the media
on which they are dehvered, and any assoaated documentation Customer receives access to the CUE Suite for all Its
L~censed Users A "L~censed User" is a User for which a license fee has been pa~d
(2) THE WORLD AND ONEWORLD CBT REFLECT CERTAIN FUNCTIONALITY CONSISTENT WITH SPECIFIC RELEASES OF THE J D
EDWARDS WORLD AND ONEWORLD SOFTWARE USE BY CUSTONER OF THE LICENSED PRODUCTS WlTH INCONS[STENT
RELEASES OF THE J D EDWARDS SOFTWARE NAY PRODUCE iNCONSiSTENT RESULTS ] D EDWARDS SHALL NOT
PROVIDE ANY CORRECT~ON, ENHANCEMENT OR REFUND OF LICENSE FEES RE(~UEsI~D BY CUSTONER UNDER THE
WARRANTY SECTION OF THE AGREENENT THAT RELATE TO THE USE BY CUSTONER OF THE LICENSED PRODUCTS iN
CON]UNCTJON WiTH iNCONSiSTENT RELEASES OF THE ~ D EDWARDS SOFTWARE PLEASE CONSULT THE PUBLISHED
PRODUCT INFORMA'r[ON FOR THE AVAILABLE RELEASES FOR THE CUE SUITE
(3) THE CUSTOI4 DOCUMENTATION TOOL NAY CREATE CUSTON DOCUI~IENTS WiTH II~IPERFECTJONS IN LAYOUT AND
FORNAT WHEN CONPARED TO THE ORIGiNATiNG ] D EDWARDS DOCUI4ENTATiON CUSTONERS SHOULD REVIEW THE
CUSTOM DOCUMENTATION TO ENSURE THAT ALL FORr4A~rJNG AND ENBEDDED TABLES, ETC HAVE BEEN CARP~ED
OVER iNTO THE NEW CUSTOM DOCUMENT
Copyright :Lg08-99.1 D Edwards World Source Company
.] D, Edwards Confidential Page 2/2 06/99 Attachment T0698
JDEdwards'
Customer Citv of Denton
AI'rACHMENT U
Maintenance Services
A/~ #6557926
One Technology Way
Denver, Colorado 80237
Address 2:[5 East McKinnev Street
Deii~n, TX 76201-4229
raises and sub ect to its terms and condRqons This Attachment supp!,e..,:,.- __:;,,.- ;_;_. - I~.T 't~-'~' ~ljJlj;J ' a; fnJlnw~
of their mutual pro_r , ~ ,s~ ....... ^~m~n, nr N Malnte Aareement ( Agreemen; ), aa[eu w, --, ,--- , ..........
t4alntanance Services - .3 D Edwards shall provide to Customer, sub)oct to the terms and conditions of the Agreement, the Maintenance serv~cse
mdlceted below . , .~ _..-. ... ~ ,,,~,/:~ Th. Period of Coveraoe begins upon shipment of the !.Jcensed Produc~ to the
des~gnat' '' - ' -''--''-*~eo sim c.us[omer may -u~ eledc to exclude any of the Ucensad Products or Licensed Users from the Ma~ntonance services during the Penod of
firSi:Coverage Dunng the Period of Coverage, Customer will be billed additional Maintenance fees resulbng from the addlt]on of Licensed Users or a change to
premier Hmn..ten~a_n?e ......... ~e fees s,~ofied below within thirty (30) days of invol~ng by 3 D Edwards Unless canceled by e~the,r, par~y _b.y.w_ntten
notice no less than thlAy (30) days pnor m [ne enu o~ irc r~.~ u. ,~.:.~, .....
(1) year at the then current prices
Ex,sUng 3 D Edwards Customem Only For exisbng Customers convert3ng to Suite Pnong, Maintenance fees w~ll ~n no event be lower than your
r our revious ricing structure ( your ~Maintenance Fee Base'3 Your Maintenance Fees will remain the same as the .Ivlaln~,en~an~
Na ntenance fees undo y P,, P~ ~ - .~^...,~ ~ .... /~. -~,13 D Edwards list nnce for Mmntenance Sute Pnclng increases) so ma[ me
Fee Base unless Y ~ ~,-,,~ v wil be then billed for Maintenance fees based on your number of Users under
Sute Maintenance fees exceed the Maintenance Fee BaSe If th ....... , .ou
Suite Maintenance
Standard Maintenance Fee
PREMTER Maintenance Fee
Re-initiation Charge
Maintenance Fees (For the Pedod of Coverage)
User Type Licenesd:.~
Maintenance Fees: 100 X
(Number of L~ceesed
Users)
(Fee per Licensed
User)
User Type Licensed.
Maintenance Fees X $
(Number of L~censed (Fee per Licensed
Users) User)
User Type Uceesed
Maintenance Fee~' X $
(Number o'-'---f Licensed (Fee p':~' Licensed
Uesrs) User)
C[S ONLY
Mmntenance Fees
(Number of (Fee per
customers) customer)
Sales Tax Exemnt
Total Maintenance Fees
See Addendum for Clarification [
This Attachment, including its terms and condlbons and the Agreement, Is a complete and exclusive statement of the agreement between the parties
nd which su rsedes all prior or concurrent proposals and understandings whether oral or wdtten, and all other
relating to its subject matter, a ..... ~.r ,,- c:,ht~- m~ffmr Notwlthstandlnq anything to the contrary ~n the Agreement, in the event o.f a,
communications between the pame~ ,r?at!n_g ~u_,~.~-;:~C-L,,=~;,~..nt ~h-a~l ,,revell A~i other terms and conditions remain unchanged and are ratieea
~rnefll~ b-~ht is~ta~nAent shall not be effective until executed by Customer and acCepted by an authorized representative of] D Edwards
' is authonzed to accept and By execution, signer certifies that signer ~s authorized to execute this
By Accepted by 3 D Agreement on behalf of Customer
CUST
All MichaeX W. Je~ /
· Name) r J (P.nt or Ty~ Name) [.~
Pr6$1d6~t & G6~ra~ Ua~ag~F ~ city ~4anager
V
C~tle)
Page U! 9/98 Aq-rACHMENT U 1298
Copyright 1998 3 D Edwards World Source Company
Edwards ConfldenUal
JD£dwards'
ADDENDUM
Customer
Address
City of Denton A/B #6557926
215 East McKinne¥ Street
Denton~ Texas 76201-4229
One Technology Way
Denver, Colorado 80237
Th~s Addendum amends the Software L~cense, Services and Maintenance Agreement,
("Agreement") dated OCT 2 9 lggg,, by and between J D Edwards ("J D Edwards"
shall have the meaning set forth ~n such Agreement) and Customer ~n consideration of
their mutual promises and subject to ~ts Terms and Conditions as follows
ARTICLE I, DEFINITIONS, Section 1, Accessory Software ~s 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 ~s amended to read as
follows
"14 Period of Coverage
The t~me period dunng which the Maintenance services shall be available under th~s
Agreement The ~mbal Period of Coverage begins at the completion of the Imt~al
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 prowded dunng the Imbal
Maintenance Period and any add~bonal Penod 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 L~censed Products to Customers first
designated site dunng which Maintenance shall be prowded to Customer at no charge"
ARTICLE, II, SOFTWARE LICENSE ("LICENSE"), Section 1, LICENSE GRANT, Paragraph (A),
tst sentence ~s amended to read as fotlows
"Subject to the terms and cond~bons ~n th~s Agreement, J D Edwards grants to Customer
a non-exclusive, non-transferable, perpetual I~m~ted I~cense to use the L~censed Products
on the Customer System(s) specified on an Attachment to this Agreement'
:L2/98 Addendum1298
Copyright 1998 ) D Edwards Wodd Source Company Page 1/7
J D Edwardsconfldential
ARTICLE II, SOFTWARE LICENSE ("LICENSE"), Section 2, LICENSE USE, Paragraph (C),
5th sentence ~s deleted ~n ~ts entirety
ARTICLE II, SOF'rWARE LICENSE ("LICENSE"), Section 3, THIRD-PARTY ACCESS, last
Paragraph, ~s amended to read as follows
"In cons~deret~on of th~s grant of access by J D Edwards, Customer agrees to take all reasonably
necessary steps to insure that the L~censed Products and the trade secret, proprietary and/or
confidential ~nformatlon contained w~thm the L~censed Products are not disclosed under this
prows~on tO any person other than the entitles described above who have a need for access and
use as prowded above Prior to prowd~ng such access, Customer shall secure such third party's
execution of a J D Edwards nond~sclosure agreement covenng the L~censed Products
ARTICLE IV SOFTWARE UPDATES/SUPPORT LINE, Section 1(C) shall be deleted ~n ~ts
entirety and replaced w~th the following
"(C)Support L~ne services shall be prowded in accordance with J D Edwards' Support
Line policies ~n effect at the complebon of the Imbal Maintenance Period and at the
beg~nmng of each annual renewal of the Penod of Coverage Fees for reinstatement of
lapsed Maintenance services shall be charged ~n accordance w~th J D Edwards policy for
reinstatement fees ~n effect on the date of such reinstatement
ARTICLE V, GENERAL, Section 2, MUTUAL NONDISCLOSURE, Subsection (v) ~s deleted ~n ,ts
entirety and the following ~nserted ~n I~eu thereof
"(v) Its d;sclosure ~s required by law, valid subpoena, or court or government order
Customer agrees to not~fy J D Edwards of any such request for d~sclosure and the legal
bases requ~nng release and to cooperate w~th J D Edwards to enable J D Edwards to
seek any legal or equitable remedtes it sees fit at ~ts own effort and expense"
ARTICLE V, GENERAL, Section 3, WARRANTIES, Paragraph (A) ~s amended as follows
"per~od of s~x (6) months" ~s changed to "period of twelve (12) months
ARTICLE V, GENERAL, Section 5, EXCLUSIVE REMEDIES, Paragraph (A) ~s amended as
follows
Each occurrence of the phrase "s~x (6) months" is changed to "twelve (12) months"
ARTICLE V, GENERAL, Section 6, Paragraph (A) ~s amended to read as follows
"J D Edwards shall ~ndemmfy, defend and hold harmless Customer from and against any
claims, including reasonable legal fees and expenses, based upon infnngement by the
L~censed Products of any United States copyrtght, trademark or patent, or any other
intellectual property r~ght Customer agrees to notify J D Edwards of any such claim
promptly ~n wr~bng Customer agrees to cooperate fullyw~th J D Edwards dunng such
proceedings J D Edwards shall defend and settle at its sole expense all proceedings
arising out of the foregoing, ~nclud~ng the procurement of suitable counsel for Customer's
defense Customer's choice of counsel ~ndependent of J D Edwards shall not be
Copyright 1998.1 D Edwards Wodcl Source Company Page 2/7 12/98 Addencium1298
Edwards Confidential
unreasonably den~ed J D Edwards shall have no hab~hty for any claims of ~nfrlngement
that are based on ~) a mod~flcabon to Licensed Products, ~) the use of a prior or modified
release ff the mfnngement claim could have been avoided by the use of a current
unmodified release, where~n J D Edwards has not~fled the Customer that the current
release precludes the ~nfnngement, or m) upon a use of the L~censed Products m a
manner not contemplated w~th~n the Pubhshed Product Spec[flcabons
ARTICLE V, GENERAL, Section 6, Paragraphs (D)(I) and (D)(i0 are deleted in their enbraty
ARTICLE V, GENERAL, Section 8, ARBITRATION ts deleted in ~ts enbrety and the following
language ~nserted in heu thereof
"Th~s Section governs any and all d~sputes, disagreements, claims or controversies between
the parties ans~ng out of or relating to this Agreement or its breach (the "D~sputed Matter")
Except for the matters specified ~n secbon D 0), 0~), and (l~l), below, all Disputed Matters
shall be submitted to the following dtspute resolubon process
(A) Internal Mediation F~rst the Disputed Matter shall be referred jointly to
Customer's and J D Edwards' respective V~ce Pras~dents w~th operating authority over the
D~sputed Matter or such other senior executives as may be mutually agreed upon by the
parties from time to t~me if such executives do not agrae upon a decision wRhm ten (10)
day after referral of the matter to them, the part~es shall proceed to the next stage of the
d~spute resolution procedure
(B) Outside Mediation Either party may, upon written nobce and w~th~n ten
(10) days after the conclusion of Internal Mediation, elect to ubhze a non-binding rasolut~on
procedure whereby each presents ~ts case at a heanng (the "Hearing") before a panel
consisting of a sen~or executive of each of the part~es and a mutually acceptable neutral
adwser If a party elects to utlhze outside med~abon the other party agrees to participate
(I) The Heanng w~ll occur no more than ten (10) days after a party serves
w~tten not~ce to use outside mediation Each party may be represented at the Heanng
by lawyers The location of the Heanng w~ll be chosen by the party not in,bating the
mediabon
(~) If the matter cannot be resolved at such Heanng by the sen~or execubves,
the neutral adviser may be asked to assist the sen~or executives in evaluabng the
strengths and weaknesses of each party's pos~bon on the ments of the d~sputed matter
Thereafter, the semor executives shall meet and try again to resolve the matter
0ii) if the matter cannot be resolved at such meeting, the parbes' only recourse
~s,bind~ng arbitrat~on as prowded for hera~n and the outside mediation proceedings will
have been without prejudice to the legal pos~bon of e~ther party No arb~trabon may
commence concerning the Disputed Matter unbl f~teen (15) days have elapsed from the
first day of the Hearing
(~v) The part~es shall each bear their raspecbve costs ~ncurred ~n connecbon
with th~s procedure, except that they shall share equally the fees and expenses of the
neutral adviser and the costs of the fac~hty for the Hearing
(C) ArbRrat~on if the Disputed Matter ~s not submitted to outside mediation or,
~f subtnitted, cannot be resolved pursuant to outside mediation, then e~ther party may w~th~n
ten (10) days after the completion of inside or outside med~abon, as appropriate, upon
written notice, submit the D~sputed Matter to formal b~nd~ng arb~trabon
(I) All d~sputes ~nvolv~ng th~s Agreement and not resolved ~n 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 Un~form Arbltrabon Act as adopted ~n the State of Colorado and the
procedural rules of the Amencen Arbitration Association
Copyright 1998.3 D Edwards Wodd Source Company
Edwards Confidential
P~ge 3/~
12/98 AddendumJ-298
0i) The location of the arbltrabon hearing w~ll be Dallas, Texas or Denver,
Colorado and shall be chosen by the party not m~t~atlng the arbitration
0ii) The part~es will faithfully ab~de by and perform any award rendered by the
arbitrators The written decision of the arbitrators shall be final, binding and converbble
to a Court judgment ~n any appropriate junsd~cbon
(iv) The Disputed Matter shall be submitted to a panel of three (3) arbitrators
and such panel shall ~nclude only persons w~th 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 part~es
(v) Customer and J D Edwards agree that any cost associated w~th the
arb~tret~on, including the adm~mstrative fee of the American Arbltrabon Assoc~abon, any
arbitrators' fees, any legal fees, and the fee for any stenographic record of any heanngs
in th~s arb~tret~on w~ll be pa~d by the party not prevailing
(D) Neither party will institute any acbon or proceeding against the other party in
any court concermng any Disputed Matter other than
0) a request for ~njuncbve relief to halt wolat~ons of a party's obhgat~ons of
confldent~ahty,
(,) any acbon based upon or ans~ng out of a wolabon of J D Edwards
Prepnetary Rights,
(u0 any acbon based upon or ansmg out of a wolat~on of a party's copyright
under T~tle 17 of the U S Code, or
0v) the entry of a judgment upon or the request for ~njunct~ve rehef ~n support of
an award rendered by the arb~tretors pursuant to th~s secbon '
ARTICLE V, GENERAL, Section 9, TERM AND TERMINATION, is deleted ~n its entirety and
the following language ~s msertad ~n heu thereof
"(A) Effective Date This Agreement shall commence upon the date executed by J D
Edwards and shall be a perpetual hcense as stated m Article II, Section I(A)
(B) Customer may term~nata th~s 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 I(B), Customer may terminate Article III or IV of th~s Agreement w~thout
termmabng the L~cense portmn of the Agreement
(C) Terminabon Each party shall have the nght to terminate th~s Agreement and the hcense
granted here~n as provided elsewhere ~n th~s Agreement or upon the occurrence of e~ther of
the following events (an "Event of Default")
0) the other party violates any prowslon of this Agreement, or
(u) the other party
a terminates or suspends ~ts business,
b becomes subject to any bankruptcy or insolvency proceeding under
federal or state statute,
c becomes ~nsolvent or subject to d~rect control by a trust, receiver or
stm~lar authority, or
d has wound up or hqu~dated, voluntanly or otherwise
In addition to the above, Customer may, at ~ts opbon, and w~thout prejudice to any other
remedy ~t may be enbtled to at law or ~n equity or otherwise under th~s Agreement, terminate
th~s Agreement by g~ving at least thirty (30) days prior written notice thereof to J D Edwards
(C) Not~ce and Opportumty to Cure Upon the occurrence of an Event of Default, a party shall
dehver to the defaulting party a Nobce of Intent to Terminate that ~denbfles in detail the Event
of Default If the Event of Default remains uncured for thirty (30) days, the party may
term~nata th~s Agreement and the license granted here~n by dehvenng to the defaulting party a
Notice of Terminabon that ~dentifles the effecbve date of the termination, which date shall not
be less than thirty (30) days after the date of dehvery of the Nobce of Intent to Termmata
copyright 1998 3 D Edwards World Source Company Page 4/7 1~/98 Addendum~.298
Edwards Confldentla~
(D) Procedure W~thln thirty (30) days after tarm~nabon of the hcense, Customer shall return
to J D Edwards L~censed Products and all cop~es thereof or delete or destroy all cop~es of
Lmens~d Products"
(E) Upon termination of the License Agreement, the L~cense to use the Software shall be
~mmed~ately revoked and all L~censed Products and supporting matenals w~ll be returned
to J D Edwards within ten (10) days, or destroyed and an affidawt 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 L~cense Fees ~n the amount of $60,340
upon execubon of th~s Agreement, and any Attachment attendant to th~s Agreement, and
the rema~ning ninety percent (90%) of the L~cense Fee ~n the amount $543,060 on or before
November 22, 1999"
ARTICLE V, GENERAL, Section 10, PAYMENT, Paragraph (B), ~s amended by the add~bon of
the following
"J D Edwards agrees that charges for all out-of-pocket travel and lodging expenses shall
be made in accordance w~th J D Edwards pubhshed Travel Pohcy as prowded ~n Exhibit
1 Any changes to the rates presented m th~s Exhibit 1 shall be subject to rewew by
Customer"
ARTICLE V PAYMENT, Section '10(C) ~s deleted ~n its enbrety and the following language
~s inserted ~n lieu thereof
"(C) Customer shall pay Maintenance fees ~n accordance w~th any Maintenance
Attachment attendant to th~s Agreement and subsequently as an annual charge The first
payment shall be due at the exp~rabon of the Initial Maintenance Per~od If Customer fa~ls
to remit Ma~ntanance fees, J D Edwards will have no duty to prowde the Maintenance
servmes specified under Article IV"
ARTICLE V GENERAL, Section '10, PAYMENT, Paragraph (D) is deleted in ~ts enbrety
ARTICLE ~V GENERAL, Section 13, General, Paragraph (D), 1st sentence, ~s amended as
follows
Change "State of Colorado" to "State of Texas"
ARTICLE V GENERAL, Section 13, General, Paragraph (E) ~s deleted ~n its entirety
ARTICLE V, GENERAL, Section t3, GENERAL, Paragraph (I) ~s deleted ~n its enbrety and the
follow~ng lenguage inserted m heu thereof
"Neither Customer nor J D Edwards shall assign or otherwise transfer any right of ~ntarest ~n
th~s Agreement, tn the System, or any of components of the System, m whole or ~n part, to
12~98 Addenduml298
Copyright 1998 3 D Edwards Wodd Source Company Page 5/7
3 D Edwards Confidential
anyone, ~nclud~ng any parent, subsidiaries, affihated enbhes or third part~es, or as part of the
sale of any port,on of ~ts bus~ness, or pursuant to any merger, consohdabon or reorgamzabon
including by operabon of law, w~thout the other party's prior wr*tten consent Such consent
shall not be unreasonably w~thheld"
ARTICLE V, GENERAL, Section 13, GENERAL, Paragraph (M) ~s amended by the add,ben of the
following new language at the end of the Paragraph
"J D Edwards and Customer acknowledge that Customer is a pubhc entity and may be
required to d~sclose the contents of th~s Agreement as a result of a Pubhc Records Request
Customer may d~sclose the contents of th~s Agreement ~n response to any such request
which strictly follows the statutory requirements and procedures governing such request
ARTICLE V, GENERAL, Section 13, GENERAL, ~s amended by the addlbon of the following new
Paragraphs
"(P) Remedies Except as stated in Artmle V, Section 5, no right or remedy granted
hereto or reserved to the part~es ~s exclusive of any right or remedy here~n by law or equity
prowded or permitted, but each shall be cumulative of every right or remedy g~ven
hereunder
(Q) Construction of Contract Both part~es have participated fully in the review and
revision of th~s Agreement Any rule of construction to the effect that ambiguities are to
be resolved against the drafhng party shall not apply to the ~nterpretabon of th~s
Agreement"
"(R) Read and Understood Each party acknowledges that it has read and understands
th;s Agreement and agrees to be bound by ~ts terms
ATTACHMENT A/O, Note 3, last sentence is amended as follows
For clanftoatlon, 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, m the event of a confhct between the terms and cond~bons of th~s Addendum
and those contained w~th~n the Agreement, the terms and cond~bons of th~s Addendum
shall prevail All other terms and cond~bons remain unchanged and are rabfled hereby
Copyright 1998 3 D Edwards World Source Company Page 6/7 ~.2/98 Addendum~.298
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 executon, mgner cerbfles that mgner is
authorized to execute th~s Agreement on beha f
of Customer
By execution, signer certifies that signer m authonzed
to accept and execute th~s Agreement on behalf of
J D Edwards Accepted by J D Edwards and
effective as of i31~T ~ q !~lt~
V, cl~d~e"~;'['~G e ne tel Manag;r'
(TMe)
Arb~trabon agreed to by
Attorney for J D Edwards
CLtS'T~MER
Mfchael~ Je~/
City Manager
Arb~trabon agreed to by
Att°r n:. ~Z~~/~
:[2/98 Addendum1298
Copyright 1998 ] D Edwards World Source Company Page 7/7
.] D Edwards Conflde.t~al
EXHIBIT 1
J D EDWARDS RATES FOR REIMBURSABLE EXPENSES
Effective July 1, 1998
MILEAGE
Travel to and from Customer's s;te ~n J D Edwards' or J D Edwards' employee's or
Authorized Afflhate's own vehicle(s) w~ll be reimbursed at the maximum rate allowed by the
Internal Revenue Serwce
HOTEL ACCOMMODATIONS
if overnight lodging ~s required, hotel accommodations w~ll be reimbursable up to one
hundred ten dollars ($110) per mght, plus apphcable taxes This rate ~s shghtl¥ h~gher m
Hawa~h New York, Boston, Seattle, San Francisco and internationally
MEAL ALLOWANCE
If an overmght stay ~s required, a per d~em meal allowance of up to thirty dollars ($30) per
day, per person ~s reimbursable w~th receipts This rate is shghtly h~gher ~n A{aska, Canada,
Hawaii, New York, Puerto Rico and ~nternatlonally
RENTAL VEHICLES
If required, rental vehicles are reimbursable up to th~rt¥-mne dollars ($39 00) per day, plus
gasoline
TOLLS AND PARKING FEES
All tolls and parking fees are reimbursable
AIRFARE
Round-trip, coach class a~rfare
MISCELLANEOUS
Reasonable misoellaneous expenses which are ~ncurred and which relate to Services
performed by J D Edwards or ~ta Authorized Afflhates for Customer
The above rates are subject to semi-annual adjustment each January 1 end July 1