2012/03/14 Council Agenda Packet

• 1 City may make such copies of the Software as are reasonably necessary for City to use or exercise the rights granted hereunder. No right is granted for the use of Software directly for any third person or for any use by any third person of Software. City may not sub-license,re-sell,transfer, convey or otherwise distribute the Software to third parties without the express written consent of the software manufacturer(s). 5.2 Furnishing and Installation of Software Cities Digital shall furnish and properly install current versions of the Software as of day of installation. Cities Digital shall provide at least two sets of current documentation and manuals for the Software. One copy shall be a reproduction master or an electronic file in either MS Office or Adobe Acrobat PDF format for use by the City in producing operating manuals for internal usage. The vendor shall provide an unlimited license for the City to copy and distribute the documentation for internal use. Cities Digital shall confirm the Software is operable and adequately performs its intended functions by performing tests chosen by Cities Digital to determine the Software's operability both individually and in combination with each other on.the City's standard platform in the City's standard operating environment. 5.3 Preparation and Access For Cities Digital to perform its obligations under this Agreement,City will allow Cities Digital access to its premises as reasonably necessary and mutually agreed to during regular City of Everett business hours. 5.4 Ownership of Data Cities Digital acknowledges that the data contained within the database(s)are and will remain the exclusive property of the City. 6 CONFIGURATION AND DEVELOPMENT 6.1 Configuration Cities Digital shall provide services to install and configure the Software in accordance with this Agreement. The specifications and functionality of the Software,the timetable for the work,the budget(including terms of payment),and acceptance criteria and tests are stated herein or attached in the exhibits hereto and incorporated by reference. 6.2 Other Software Development The parties agree that Cities Digital is not developing software for the City,except minor customization consistent with configuration of the document management software,such as changing field labels,menus,etc. The parties expressly agree that software development is outside the scope of this Agreement. The parties further agree that any software development will only be contracted for by use of an additional,separate,written agreement. City of Everett/Cities Digital,Inc.Software Agreement Page 3 Draft 02/17/2012 8