WHEREAS, the City (CFs S1 and S2) authorized the Controller to execute the contract on behalf of the City; and
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1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED PROPRIETARY SOFTWARE LICENCE AGREEMENT C BETWEEN THE CITY OF LOS ANGELES AND CGI TECHNOLOGIES AND SOLUTIONS INC. This Fourth Amendment to Contract C is entered into between the City of Los Angeles, California, a municipal corporation (hereinafter referred to as the "City" or Client ) and CGI Technologies and Solutions Inc., a Delaware corporation (hereinafter referred to as Contractor or CGI ) with reference to the following facts: WHEREAS, pursuant to the agreement dated on or about September 28, 1991 ( Original License Agreement ), the City licensed the software, now known as the AMS Advantage software from CGI (formerly, American Management Systems, Incorporated); and WHEREAS, on or about September 1, 2008, the City and Contractor entered into a ( License Agreement ) (City Contract No. C ) whereby Contractor agreed to provide CGI Advantage software; and WHEREAS, the City (CFs S1 and S2) authorized the Controller to execute the contract on behalf of the City; and WHEREAS, CFs S1 and S2 transferred the City Project Management Office and the project management function from the Controller to the Information of Technology Agency; and WHEREAS, pursuant to the First Amendment to this License Agreement on or about September 9, 2008, this contract recognizes the project structure approved in the above Council files; and WHEREAS, pursuant to the Second Amendment to this License Amendment on or about April 30, 2010, in order to add a 3 rd year of Back Maintenance and an additional year of 3 rd Party Products Software Maintenance due to the new revised Go-Live date of 07/01/11; and, WHEREAS, pursuant to the Third Amendment of the License Agreement on or about June 16, 2014, in order to upgrade the City s BRASS license to Performance Budgeting; and, WHEREAS, the Parties desire to enter into this Fourth Amendment pursuant to Paragraph 9.C (entire agreement and written amendments) of the License Agreement in order to add 3 rd Party Software Licenses. Fourth Amendment to Contract No. C Page 1 of 5
2 NOW THEREFORE, in consideration of the premises and of the covenants, representations and agreement set forth herein, the Parties hereby covenant, represent and agree to amend the License Agreement as follows: 1. Section 3 (LICENSE FEE) of Exhibit A of this License Agreement is hereby deleted in its entirety and replaced by the following: 3. LICENSE FEE In consideration of the grant of license contemplated by this License Agreement, the City shall pay the amount of One Million, Six Hundred and Six Thousand, Seven Hundred and Sixty Nine Dollars ($1,606,769.00) in accordance with the following: Milestone A B C D E F G Payment Deliverable CGI Advantage 3rd Party Products Software License (Year 1) (Year 2) (Year 3) CGI Advantage 3rd Party Products Software Maintenance (July 2010 June 2011) CGI Advantage 3 rd Party Products Software License (FY14-15) CGI Advantage 3 rd Party Products Software License (FY15-16) Due Date Deliverable Amount Holdback 15% 09/01/08 $402, $ /01/08 $500, $ /01/09 $215, $ /01/10 $215, $ /01/10 $121, $0.00 Invoice Amount $402, $500, $215, $215, $121, /01/15 $33, $0.00 $33, /01/15 $118, $0.00 $118, Total Payments and Holdbacks Software Licenses $1,606, $0.00 $1,606, Section 6 (THIRD-PARTY PRODUCTS LICENSED BY CGI) of Exhibit A of this License Agreement is hereby deleted in its entirety and replaced by the following: 6. Third-Party Products Licensed By CGI. Included in the License Fee set forth in Section 3 of Exhibit A are the license fees for certain third-party products (the Third-Party Products ) required to be used in connection with the CGI Advantage software. CGI is providing the following Third-Party Products to the City: Versata Logic Server v. 5.5 (1 site license) Versata Designer Studio (Java/ XML) (4 named user/workstation licenses) IBM WebSphere Application Server Network Deployment (2100 IBM Processor Value Units Sub-capacity) (formerly IBM WebSphere Application Server (AIX) (2100 PVU)) Fourth Amendment to Contract No. C Page 2 of 5
3 IBM WebSphere Application Server Processor (600 IBM Processor Value Units Sub-capacity) (formerly IBM WebSphere Application Server (Windows) (600 PVU)) o [See attached for additional IBM Terms] Pervasive Data Integrator Pro Engine - Production (1 license dual core) (formerly Pervasive Data Integrator Pro Engine Prod (2 x2 cpu production server license)) Pervasive Data Integrator Pro Engine - Non Production (2 licenses - single threaded) (formerly Pervasive Data Integrator Pro Engine Non Prod (1 x2 cpu non-prod server license)) Pervasive Data Integrator Pro Engine (1 license single threaded) (formerly Pervasive Data Integrator Pro Engine (1 x 2 cpu DR server license)) Pervasive Data Integrator Pro Developer (6 named user licenses) o [The End User Agreement ( EULA ) for Pervasive is attached to the original License Agreement] Adobe Present Central Pro production (1 server license) Adobe Present Central Pro non-production (1 server license) Adobe Present Output Designer (1 named user license) Adobe RoboHelp Office (1 named user license) (formerly Adobe Robo Help Office X5 (1 user license)) o [The End User Agreements ( EULA ) for Adobe products are attached to the original License Agreement] Monsell EDM DeltaXML (1 site license) (formerly Delta XML Limited DeltaXML (1 user license)) Convey 1099 (6 users based on 10,000 documents created) ([annual service] (formerly Convey Compliance Systems 1099 (Network C)) Business Objects Ent Professional Application Specific for QRA & WebIntelligence NUL ( 50 User Restricted) Business Objects Ent Professional Application Specific for QRA & WebIntelligence (6 CPU Restricted) Adobe LiveCycle non-production (1 server license) Adobe LiveCycle production (2 CPU license) The above Third Party Software has been updated as of the date of this Amendment to reflect current naming conventions. Each user license referenced above refers to the restrictions for the corresponding third-party software provided by CGI to the City, but not less than one concurrent user. All rights of the City in and to the Third-Party Products will be governed by the suppliers license terms accompanying the Third-Party Products, some of which are attached hereto as Appendix 3. Those Third-Party Products whose Fourth Amendment to Contract No. C Page 3 of 5
4 licenses are not attached are either governed by the shrink-wrap license or by the terms and conditions of this License Agreement, as the case may be. CGI does not itself give or make any warranty of any kind with respect to the Third-Party Products. Changes in the CGI Advantage software, which CGI may make from time to time as part of a CGI Advantage Upgrade Release (i.e., a new Minor Release or Major Release), may make it necessary for the City to acquire, at its own expense, updated versions of the Third-Party Products or additional third-party products. Changes in Third-Party Products that are required by CGI in order to ensure the Third-Party Products are compatible or operate correctly with the currently implemented version (including any Service Release or FixPack) of CGI Advantage will be at the expense of CGI through Final Acceptance. The City may use the Third-Party Products to support a Disaster Recovery (DR) site for no additional licensing fee as long as the DR site is not used to increase system capacity. 3. Except as amended herein, all other terms and conditions of the License Agreement shall remain in full force and effect. Fourth Amendment to Contract No. C Page 4 of 5
5 IN WITNESS THEREOF, the Parties hereto have caused this Third Amendment to be executed by their duly authorized representatives. THE CITY OF LOS ANGELES A Municipal Corporation CGI Technologies and Solutions Inc. STEVE RENEKER General Manager Information Technology Agency DANIEL A. KEENE Senior Vice President Date: Date: APPROVED AS TO FORM: Michael N. Feuer, City Attorney Attest: Holly L. Wolcott, City Clerk LAUREL L. LIGHTNER Assistant City Attorney Deputy Date: Fourth Amendment to Contract No. C Page 5 of 5
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