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HomeMy WebLinkAboutContracts & Agreements_47-2017 e i 5 SOFTWARE LICENSE AGREEMENT 'this Software License Agreement("Agreement') is made and entered into as of this 21"day of March,2017 (the `Effective Date")by and between Thin Blue Line Reporting HQ,LLC,an Delaware limited liability company(the"Company")and City of Redlands,California("Licensee"or "Customer") RECITALS 'C TEIREAS,the Company develops and markets software solutions for,among other things,mobile ticketing,accident and incident reporting by law enforcement agencies and first responders,and WTffiREAS Licensee desires a license to use the Company's software solutions in connection with its operational requirements NOW,'THEREFORE,in consideration of the mutual promises,covenants and warranties set forth below,Licensee.and the Company hereby agree as follows 1 AGREEMEENT 'Ibis Agreement incorporates the terms and Software will be deemed accepted upon delivery subject to the conditions contained li min and in Exhibit A, Exhibit B, and warranties in Section 14 Exhibit C attached hereto In addition,the terms and conditions of Exhibit A shall control over any conflicting terms and conditions contained m this Agr�ment 6 TERM The,terra of tries Agreement("'Terni")commences upon the Effective Date of this Agreement and shall continue until the expiration of the License Term(s) specified in Exhibit A, unless 2 LICENSE GRANTS Subject to the terms and conditions of this terminated earlier as provided below The Company may terminate Agreement(including without limitation Licensee's obligation to this Agreement, effective immediately upon written notice to pay the License Fees) the Company hereby grants Licensee a non- Licensee if(a)Licensee breaches any provision in Section 2,3,4 or transferable and non-exclusive license, without right to sublicense, 12,(b)Licensee furls to pay any portion of the'License Fees when during the term of this Agreement,to install the Company software due,or(c)Licensee breaches any other provision of this Agreement identified in ]Exhibit A (the "Licensed Software") and use such and does not cure the breach within thir y(30)days after receiving Licensed Software for the term specified in Exhibit A and all written notice thereof from the Company Licensee may terminate renewals thereof ("License Term") in object code format only this Agreement as set forth in Exhibit A provided,that such Licensed Software is used,as so installed,solely for licensee s mternal operational purposes only Furthermore 7 EFFECT of TERMINATION.Upon expiration or termination of this Licensee shall only use the Licensed Software to support the number Agreement for any reason,any amounts owed to the Company under of instances, sites,read points,and assets as defined in Exhibit A. this Agreement before such expiration or termination will be However additional Licensed Software may be added to this immediately due and payable, notwithstanding any other payment Agreement by written addenda to Exhibit A,upon mutual agreement provisions set forth hereto of both parties licensee may make and maintain a single copy of the Licensed Software solely for archival and emergency backup 8 FEES Licensee will pay the Company the license fees ('License No other use,reproduction or distribution of the Licensed Fees„)set forth in Exhibit A and any applicable maintenance and Software is permitted ands five Agreement All rights in and to the Licensed Software not specifically granted to Licensee under this support fees ("Maintenance Fees") set forth in Exhibit B upon Section 2 are retained by the Company execution of this Agreement and in any event, no later than thirty (30)days after delivery of the Licensed Software to Licensee 3 R.FSmic'IONS. Licensee acknowledges that the Licensed 9 AND SoP�ORT The arms of the maintenance and Software and its strocuue, organraauon and source code constitute valuable trade secrets of the Company Accordingly, Licensee support services provided by the Company are set forth in a separate agrees not to(a)modify adapt, alter translate,or create derivative agreement attached as Exbr'bit R works from the Liccesed Software,N nage the Licensed Software with other software (c) sublicense, lease rent, loan or otherwise 10 PROFESSIONAL SERvias The professional services purchased transfer the Licensed Software to any third patty, (d) make the by Licensee, if any are set forth in and subject to the terries and Licensed Software available to any third party as part of any time conditions defined in Exhibit C sharing, ASP, or service bureau arrangement(e)reverse engineer, decompile, disassemble or otherwise attempt to derive the source 11 TITLE. The Company reserves all rights not express] granted to code for the Licensed Software(except to the extent the provisions of y P P Iatxasee in this Agreement Without limiting the generality of the this clause (e) are expressly prohibited by applicable law), or (f) foregoing, Licensee acknowledges and agrees that (i) except as otherwise use or copy the Licensed Software except as expressly specifically set forth in this Agreement the Company retains all allowed in Section 2 rights, title and interest in and to the Licensed Software and Documentation and Licensee acknowledges and agrees that it 4 SOFT WARE AND DOCUMENTATION The Company shall furursb does not acquire any rights,express or implied in or to the Licensed the Licensed Software to the Licensee on media in macbine-readable Software and Documentation except as specifically set forth in this executable object code form and may also provide standard Agreement (ii) any configuration or deployment of the Licensed documentation CSocumeatation") containing instructions for Software shall not affect or dmimrsh the Company's nghts,title,and operation and use of the Licensed Software Licensee may copy and inrraest in and to the Licensed Software and (iii) if Licensee internally distribute the Documentation to its employees on a need to suggests any new features, functionality, or performance for the know basis provided,that Licensee replicate all copyright and other Licensed Software that the Company subsequently incorporates into proprietary rights notices contained in the original copy of the the licensed Software, Licensee hereby gmitts the Company a Documentation Except as provided herein Licensee may not worldwide,non-exclusive,royalty five,perpetual right and license to otherwise reproduce or distribute the Documentation use and incorporate such suggestions into the Licensed Software Licensee acknowledges that the licensed Software incorporating 5 DEUVl ZY,INSTALLATION AND ACCEPTANCE. The Company such new features,Aincuonality,or performance shall be the sole and will deliver the Licensed Software to Ltcetisee based on a schedule exclusive property of the Company and all such suggestions shall be and in a media jointly agreed to by both parties The Licensed free from any confidentiality restricuons that might otherwise be imposed upon the Company pursuant to Section 12 The Company owns all information and data that is created through (c)Return of Confidential Informatton,The Receiving the use of the Licensed Software The Company has the right to use Darty will return to the Disclosing Petry all Confidential Information and sell,to any third parry the information and data created through of the Disclosing Party in the Recaivmg Party's possession or control the use of the Licensed Software for, but not limited to, internal and perrnanently erase all eiectroma copies of such Confidential operations,including troubleshooting,data analysis,testing research, information (except the Lteensed Software, provided, that this service improvement and any other purpose as determined by the Agreement has not been terminated by the Company due to Company The Company has the right to store information and data 1Sccnsee's breach of any license grant or license remiction covering for as long as it is necessary to provide products and services to the the licensed Software,wluch grant or restriction is set forth in this Licensee and others, including those described above. Information Agreement) promptly upon the written request of the Disclosing and data associated with the use of the licensed Software will be Party or the expiration or termination of this Agreement,whichever kept at the discretion of the Company The rights listed in this comes fust At the Disclosing Party's request,the Receiving Party Section 11,are permitted to fullest extent permissible by law will certify in writing that it has fully complied with its obligations under this Section I2 12 CoN mENTIAtd7'Y This Section 12 constitutes the entire understandmg of the parties and (a) Confidential fnfotmation. 'Confidential Information" supersedes all prior or contemporaneous agreements representations means(a)all information disclosed in tangible form by one party(the or negotiations whether oral or written,with respect to Confidential "Disclosing Party„)to the other(the 'Receiving Party")which is Information marked "confidential' or "proprietary.,' and (b) all oral and intangible information which is designated as 'confidential' or 13 IrDEtyIIai'r'St "proprietary' as well as any information that, based on the circumstances under which it was disclosed, a reasonable person (a) Subject to the procedures in Section 13(c), the would believe to be confidential at the time of Company shall indemnify and bold harmless the Licenses from and disclosures Confidential Information may include,but is not limited against any and all damages,liabilities or judgments finally awarded to the Licensed Software, Documentation, pricing information, against Licensee by a court of competent jurisdiction or agreed to in computer programs, fineries and expertise of employees and a written settlement agreement signed by the Company arising out of consultants,know how and other technical,business,financial and such claim(collectively,'%idemairiiable Losses")that the Licensee product development mnforinatlon of Disclosing Parry Without may mcur,suffer or become liable for as a result of in connection limiting the generality of the foregoing, the parties agree that the with any third party claim that any part of the Lacensed Software in licensed Software contains valuable Confidential Information of the its unmodified form as delivered to Licensee,infringes the rights of a Company Confidential Information does not include any third party in or to any copyright,trademark,U.S patent,or rights in information that. (i) is in the Receiving Party's possession at the rade secrets If the Licensed Software becomes or in the time of disclosure as demonstrated by its written records,(h)before Company's opinion is likely to become, the subject of an or after it has been disclosed to the Receiving Party enters the public infringement claim, the Company may, at its option and expense domain through no wrongful act of the Receiving Party, (iii) is either (a) procure for Licensee the right to continue using the approved for release by written authorizauon of the Disclosing Party Licensed Software,(b)replace or modify the Licensed Software so (iv) is disclosed to the Receiving Party by a third parry not in that it becomes non-infringing or,(c)if neither(a)nor(b)above is violation of any obligation of confidentiality,or(v)is independently reasonably practicable,terminate this Agreement and accept return of developed by the Receiving Parry without reference to Confidential the Licensed Software and give Licensee a refund for the license Information of the Disclosing Party Fees paid by Licensee less a reasonable allowance for the period of time Licensee has used the Licensed Software.Notwithstanding the (b) Protection of Confidential Information. The foregoing,the Company will have no obligation under this Section Receiving Patty will not use any Confidential Information of the 13 or otherwise with respect to any infringement claim to the extent Disclosing Parry for any purpose other than performing its such trif ingement claim is based upon(i)any use of the Licensed obhgattons or exercising its rights under this Agreement, and will Software not in accordance with this Agreement,(ti)any use of the disclose the Confidential Information of the Disclosing Pally only to Licensed Software in combmation with other products e*npment, Recipient's employees,agents and contractors on a 'need to know' software,or data not supplied authorized in writing or recommended basis,provided such persons are under a contractual obligation with in writing by the Company, if such infringement would not have Recipient to maintain the confidentiality of such Confidential occurred but for such combination,(iii)any use of any release:of the Information, which obligation is consistent with, and no less Licensed Software other than the most current release if such protective of Confidential Information,than the terms of this Section irifiwgement would not have occurred but for the use of the most 12 The Remving Party will protect the Disclosing Parry's current release,provided that Elie most current release bas been made Confidential Information from unauthorized use, access, or available to Licensee as part of the maintenance and support services disclosure in the same inanner as the Receiving Party protects its Provided under this Agreement prior to the claim of mfringemerit own confidential or proprietary information of a similar nature and having been tendered, or (iv) any modification of the Licensed Software b an on other than the with no less than reasonable care Notwithstanding the foregoing, Y Y P Company or its authorized Confidential information may be disclosed as required by law or by agents or subcontractors The foregoing states the Company's entire order of a court of competent jurisdiction in such event and if liability and Licensee s sole and exclusive remedy for infringement reasonably possible under the circumstances of disclosure, the claims and moons Receiving Party will provide the Disclosing Party with prompt prior notice of such obligation in order to permit the Disclosing Party an (b)Subject to the procedures in Section 13(c) Licensee Opportunity to take legal action to prevent or limit the scope of such shall indemnify and hold harmless the Company from and against disclosure Unauthorized disclosure or use of the Disclosing Party's any and all Indemnifiable Losses that the Company may stiffer or Confidential Informnation may cause irreparable harm to the become liable for as a result of(i)Licensee's breach of the license Disclosing Party for which recovery of money damages would be grants set forth m Section 2 or the restrictions set forth in Section 3 madequate consequently, the Disclosing Party shall be entitled to (ti) any claim excluded from the Company s indemnification timely injunctive relief to protect its rights under this Section 12,in obligations in Section 13(a),or(ur)Licensee's use of the Licensed addition to any and all remedies available at law or in egwty Software for any illegal purpose or Ucensee's failure to comply with all applicable laws in connectioa with the Licensed Software (c) Any indemnification obligation of either patty merchantability and fitness for a particular use or purpose with ("Indemnifying Party") to indemnify the other party and its respect to the software and services provided bereunder licensee employees, officers, directors and agents ("Indeuirtifred Party') acknowledges that it has relied on no warranties other than the whether set forth in this Seaton 13 or elsewhere in this Agreement, express warranties in this Agreement. Some states do not permit the against all damages proximately caused by the Indemnifying Party in disclaimer of cvtatn implied warranties, so some of the fomgomg the course of performing this Agreement, is predicated upon the disclaimers may be inapplicable To the extent that the Company following (a) the Indemnifying Party is notified in writing within may not as a mattes of apphcable law disclaim any implied warranty, duty (30) calendar days of any statement or claim against the the scope and duration of such warranty shall be the m�n,m,rm Indemnified Party, (b) the Indemnified Party permits the pe:mrtuxl pursuant to such law Indemnifying Party sole control over the defense and settlement of said claim,and(til)the Indemnified Party reasonably cooperates with 15 LmITATIONS ON LIABUM FOR DAMAGES EXCEPT FOR the Indemnifying Party,at the Indemnifying Party's expense,in the 110ENSEE'S BREACH OF THE TERMS OF SECTIONS 2 OR 3 AND EmIER defense and/or settlement of such claim_The Indemnifying Party will PARTY S BREACH OF SECTION 12 AND TO Tim EXTENT PERMITTED BY not settle any such claim without the Indemnified Party's prior APPLICABLE LAW,IN NO EVENT SHALL THE COMPANY,ITS SUPPIMM written consent, which shall not be unreasonably withheld or OR LICENSEE BE LtABrX FOR ANY INCIDENTAL,INDIRL'Cr,SPECIAL OR delayed The Indemnified Party will have the right, at its own CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, VrTTHOUT expense, to participate in the defense and related settlement LIMITATION, DAMAGES FOR LASS OF BUSINESS PROFITS, BUSINESS negotiations of any indemnifrable.claim with counsel of their own WrERRUPiION LOSS OF BUSINESS INFORMATION, OR OTHER selection PECUNIARY LOSS)ARISING OUT OF THE BREACH OF THIS AGREEMENT OR USE OF OR INABn r Y TO USE TIM 110ENSED SOFrwARE,EVEN W 14 LIMITED WAR.RANTics,DISCLAAIER. THE PARTY AGAINST WHOM SUCH DAMAGES ARE CLAI M HAS BEEN ADVISED OF THE POSSIBUZrY OF SUCH DAMAGES AND (a)Lrrrrted Warranhess For a pend of ninety(W)days NOTWIIESTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY from and after delivery of the Licensed Software to Licensee LzArTHD RMEDY EXCGYT FOR Liaa4sm'S BREACH OF SECTIONS 2 ("Warranty Period"),the Company warrants to and for the benefit of AND 3,LICENSEE S FAILURE TO PAY THE AMOUNTS DUE HEREUNDER, Licensee that the Licensed Software,if operated as permitted under OR ErTHER PARTY'S BREACH OF SECTION 1.2 AND To THE EXTENT this Agreement and as directed in the Documentation, will PERNU TED BY APPLICABLE L'LW, IEI'IIER PARTY S TOTAL substantially achieve the functionahty described in the CI fULATTVE LIABD_ITY IN CONNECTION WITH THIS AGRF_F1,ENT AND Dom Mahon The Company does not warrant,hovmver,that use THE LICENSED SoFrWAR£, WHETHER IN CONTRACT OR TORT OR of the Licensed Software will be uninterrupted or that the operation OTHERWISE,WILL NOT ExCEm THE AMOUNT OF LICENSE FEES PAID of the Licensed Software will be error free or meet all of Licensee s TO THE COMPANY HEREUNDER SOME =DICITONS DO NOT requirements 'Ilio Company also warrants to and for the benefit of PER IT 1511TATIONS ON T IABI ITY WITH RESPECT TO CERTAIN TYPES Licensee only that the tangible media,if any containing the Licensed OF DAMAGES SO SOME OF THE.FOREGOING LIMITATIONS MAY BE Software,upon debvery from the Company,will be flee from defects D;APPL'CABLE TO 110ENSEE in material and workmanship and will so remain for ninety(40)days thereafter provided [hat the media containing the Software is not 16 GENERAL. damaged or misused after delivery to Licensee In addition, the Company warrants that it shall use reasonable technical means to detect computer anises and further warrants that, during the (a) Independent Contractors The parties are independent contractors, and nothing herein is intended or will be Warranty Period, the Licensed Software as delivered by the construed as creating a partnership, employment, ,point venture or Company does not contain any virus or computer software code, agency relationship between the parties routines or devices (other than as set forth in the Docurneamaon) designed to disable, damage, impair, erase, deactivate, or electronically repossess the Licensed Software or other software or (b)Assignment. Licensee may not assign or transfer any data_The Company's sole and exclusive obligation and liability for of its rights under this Agreement(including its licenses wide respect any breach of any warranty set forth in this Section shall be,in the to the Licensed Software)to any third party without the Company's Company's discretion (a) to replace the noncompliant Licensed prior written consent. Any attempted assignment or transfer in Software with compliant Licensed Software (b)to repair or correct violation of the foregoing will be void the defective media or Licensed Software so that it will conform to the above warranty, or (c) to advise Licensee how to thieve (c) Choice of Low, Venue. This Agreement shall be substantially the sairie functionality with the Licensed Software as governed by the laws of the State of Delaware All disputes and described in the Documentation through a procedure different from, controversies arising out of or in connection with this Agreement but no more cumbersome than that set forth in the Documentation shall be brought exclusively in the state and federal courts having Repaired, corrected, or replaced Licensed Software and jurisdiction over State of Delaware, and both parties hereby Documentation shall be covered by this limited warranty for the irrevocably submit to the personal jurisdiction of such courts and period remaining under the warranty that covered the original agree not to object to the venue of such courts The United Nations Licensed Software or if longer,for thirty(30)days after the date of Convention on Contracts for the International Sale of Goods is shipment to Licensee of the repaired or replaced media, Licensed inapplicable to this Agreement.The prevailing party in any action to Software or Documentation. Only if Lacensee informs the Company enforce the terms of this Agreement will be entitled to reasonable of the problems with the Licensed Software or media during the attorneys fees and other costs and expenses incurred by it m applicable warranty period will the Company be obligated to honor connection with such action this warranty Lic=see roust contact the Company by telephone or by letter to inform the Company of the problems (d) Survival. The retina of Sections 3 (Restrictions) 7 (Effect of Termination), 11 (Title), 12 (ConfidtrtMty), 13 (b)Disclaimer Except as expressly set forth in Swoon (Indemairy) 15 (Limitations on Liability) and 16 (General) shall 14(a),the Company makes no other warranties,express,implied or survive the expiration or earlier termination of this Agreement for statutory,with respect to the software or services provided hereunder any reason and the Company expressly disclaims any and all such other warranties,express,implied or statutory,including but not limited to the warraanties of title non infringement of third rights, (e} Taxes The License Fees and all other amounts g PSS' payable pursuant to this Agreement are exclusive of all national, state local municipal or other excise sales use,property or similar or breech of the Company's proprietary rights in the Licensed taxes fee and duties,now in force or enacted in the future,and all Software or Documentation,no action,regardless of form arising out such taxes and fees shall be pard by Licensee,except for those taxes of this Agreement may be brought by either patty more than one year based upon the Company's income Licensee shall obtain and after the cause of action has accrued provide to the Company any c itificate of exemption or similar docament required to exempt any transaction tinder this Agreement Force Nlajeure. Except for payment obligations each from sales tax,use tax or other tax liability due to the hcensmg of the party will beexcusedfrom performance for any period during which, Licensed Software or services and to the extent that, it or its subcontrarctor(s) is prevented from performing any obligation or service,in whole or in part,as a result of (f) US Government Restricted Rights. The l..tcensed causes beyond its reasonable control,aid without its fault or negligence Software and Documentation are"commercial items' as that term is including without limitation,acts of God,striltes,lockouts,nuts,acts of defined at 48 C.F.R 2.101 consisting of "commercial computer war,epidemics.communication line failures and power Wires s etc software" and "commercial computer software doaummmuon' as such terms are used in 48 C.F R 12.212 Consistent with 48 C.F R (k)Not2tes All notices hereunder shall be in writing and 12.212 and 48 Cr R 227 7202-1 through 227-7202-4,licensee will shall be effective upon receipt if delivered in person or by commercial overnight courier the date seat by confurned facsimile only provide therms and Software to U 5 Government end users or three(3)business days after deposit in the U.S Mail as certified or pursuant to the terms and conditions therein If l ice o p receives a repstraed mail,postage prepaid,return receipt requested. All notices request from any agency of the U S Ctover rights to provide the shall be made in accordance with the foregoing methods and shall be Licensed Software and Documentation with rights beyond those set delivered to each of the parties at the addresses first set forth above forth above,Licensee will notify the Company of the scope of rights requested and the agency making such request and the Company will (or such replacement address as a party may hereafter request via the have thirty(30) business days to, in its sole discretion, accept or methods set forth in this Section) reject such request. (1)]Publicity Neither party will make any media release (g) Compliance with Laws. Licensee will use the or other public announcement relatmg or referring to this Agreement Licensed Software in a lawful manner and in accordance with all without the other parry s prior written consent provided however, applicable laws, mcluding, without limitation, export control laws that the Company may refer to Licensee as a customer of the Regardless of any disclosure made to the Company of an ultimate Company,mcludmg,without limitation,in the Company's marketing destmauon of the Licensed Software,Documentation,and other the and advertising materials Company Confidential luformauon,L.ucensee acknowledges that all such materials are being released or transferred to Licensee in or (m)Severability if any provisions of this Agreement or from the United States and are subject to the U S export control laws the application of any such provision shall by held by a court of and regulations Licensee acknowledges its exclusive obligation to competent jurisdiction to be contrary to the law, the retraining ensure that any further export of such materials is in compliance with provisions of this Agreement shall continue in full force and effect the U S export control laws and all applicable governmental regulations of any foreign countries Licensee will defend (n) Counterparts and Exchanges by Fax. This indemnify, and hold the Company and its licensors barmless from Agreement may be executed in one or more counterparts,each of and against any and all violations of such laws or regulations by licensee or any of its agents, officers, directors, employees or which shall be deemed h original and all of which taken together shall consuture one and the same instrument.The exchange of a fully consultants executed Agreement(in counterparts or otherwise)by fax shall be sufficient to bind the parses to the terns and conditions of this (h) Construction. Section titles are for reference Agreement purposes only and shall not control or alter the meaning of the Agreement as set forth in the text (o)Entire Agreement.This Agreement,together with all Exhibits and documents referred to herem, constitutes the entire (i)Waivers.All waivers must be in writing Any waiver agreement between the parties regarding the subject hereof and or failure to enforce any provision of this Agreement on one occasion supersedes all prior or contemporaneous agreements,understandings will not be deemed a waiver of any other provision or of such and commmucation whether written or oral. This Agreement may provision on any other occasion.Except for actions for nonpayment only be modified by a wrung signed by both parties LK R'17Nm WHEREOF,and with the intent to be bound hereby the parties have caused rias Aunt to be executed by their duly authorized officers or representatives as of the Effective Date THIN BL RTCNG HQ, City of Redl a �f d BY BY NAME. �1 f�� d (�� NAmE / Tlzu 'MZ DATE Del ` DATE EXIT A LICENSED SOFTWARE,FEES;ADDITIONAL TERMS AND CONDITIONS This Exhibit A hereby incorporates the terms of the Agreement.To the extent that the terms of the Agreement between the parties are in conflict with the terms and conditions of this Exhibit A,the terms and conditions of this Exhibit shall control Where applicable,the defined terms m the Agreement shall have the same me rang in this Exhibit A. All monetary denominations shall be in United States dollars Licensee will enter into beta testing license period with die Company which period shall be one hundred twenty(120)days Licensee may terminate the beta testing license period prior to expiration of the 90-day period,provided that no such termination shall occur earlier than thirty (30)days from the Effective Date Licensee shall have the tight,but not the obligation to extend the license period by execution of a new Exhibit A, the terms of which shall be mutually aDveable to the parties After the beta testing license term has endK Licensee shall not use the Company's software and hardware unless the parties have executed another Exhibit A, and the other termination provisions set forth in the Agreement shall control A Partner Agency Software as a Service and Hardware 1 License Term 1 year,automatically renewing on each anniversary of the Effective Date during the Contract Term 2 Contract Term 2 years The Initial License Fee Calculation below indicates the dollar amount of the annual license fee 'This license fee shall be paid every year,on the anniversary of this Agreement date Applicable taxes shall be assessed based on current tax rates 3 Licensed Software Redlands PD Custom Module Package for Whone and Web based portal iWarning,i0tation,iCollission Exchange,iCasa Report,iCase Supplemental,Digital Evidence Management 4 Initial license Fee Calculation and Hardware Usage Fee Calculation Total Initial Licensee Fees-$12,600(subject to 3%annual rnflanon adjustment increase) Qty Item# DescnpUnit Price Line Total 82.00 RPD-1 M` Mobile Application and Cloud Storage.Mobile Field $ $ Interview C0S)and Portal Access 120.00 9840.00 10.00 Hardware Usage Star Mlcrorics Mobile Printer 4 $ $ Inch w Mag Scan-Replaced every 36 months 276.00 2,760.00 82 00 RDD I'M Hosted Records Management Partner Agency $ __.--82.00 Full Case Report,Basic Case Case Supplemental _ $ rr µ $ v� Digital Evidence Management 480.00 39350.00 t0.00 Administrative Portal license 30D.-,C 3.000.00 82.00 Case Management Workflow and Portal license 120.00 � _ � ?840.00 � 82 00 � $ CHP 555 _ 50.00 __ _ 4 920.0'7_ 82,00 Citafnn R dlands 2D 00. ._ 9&400 00 82 00 Warning Redlands n$ .._ 6..,0-: 4i 920 O0 82 00 Citation Correction Redlands $ S 50._00 _ 4920D;�_.mm __ _82.0 Coliission Exchange Redlands _ _..,._.. $ $ . 510 0.0 4 920.0:0._ 109 PRPD Panner Agency Discount-Software mm^ (81,7201.00) m m Annual Subtotal $ 12600.00 Sales Tax "` Annul Total 5 12,x.®0 TffN BCim LINE Ia"stTim;HQ,LLC City of Redlands,Californin SIT A r 50FTWARE,FEES,ADDI7I03+IAL TE ITIO t BY BY NAME OG((,'�� NAME T= ( �V Tnu. DATE /.23 J DATE EXMBrT B MAINTENANCE AND SUPPORT TER'41S This Exhibit B("Support Exhibit")relates to and is incorporated into the cover Software License Agreement(•'Agreement') 1 DEMNII OHS 2.1 During the term of this Support Exhibit and in consideration of Licensee's payment of the Maintenance Fees In this Support Exhibit, capitalized terms not otherwise defined annually in advance, the Company will use commercially herein have the meanings set forth in the cover Agreement reasonable efforts to provide licensee with the following services, collectively referred to herein as the"Mau denance Services' 11 "Error" means a reproducible failure of the Supported Software to perform in substantial conformity with the 21 1 The Company will provide licensee functions described in the Documentation,resulting in an inability with Upgrades of the Supported Software that are generally to use or a considerable restriction in use of the Licensed Software released by the Company,provided that nothing herein limits the Company's right to impose additional charges for new products If 12 "Error Correction" means either a software there is any question or dispute as to whether a par cular release is modification that corrects the Error when it is made or added to the an Upgrade or a new product,the categonzation of the release as Licensed Software, or a procedure or routine that eliminates the determined by the Company will be final Upgrades are Licensed practical adverse effect of the Error when implemented in the Software subject to the tennis of the cover Agreement_ regular operation of the Licensed Software Development and implementation of Upgrades is at the sole and absolute discretion of the Company The Company is not obligated 13 `Supported Software" means the then-current to provide any Upgrades version of the Licensed SofM= 2.1.2 The Company will provide support regarding 1.4 "Upgrades"shall mean(a)subsequent releases of usage, application or operation of the Supported Software to the licensed Software that (i) add new features, functionality, licensee tea email,telephone,and fax,provided that such support andlor improved performance (n) operate on new or other will not require more than ten(10)hours of the Company s time databases operating systems,or client or server platforms,or(iu) per month during the first three(3)months after installation of the add new foreign language capabilities, (b) bug or Error fixes, Supported Software nor three (3) hours per month thereafter patches, Workarounds and maintenance releases (c) new point Licensee will designate two(2)authorized employees who will be releases, including those denoted by a change to the right of the permitted to report problems and receive support from the first decimal pomi(e.g.,v3.0 to 3 1) and(d)new major version Company CSupport Contacts') Support consists of responses to releases,regardless of the version name or number,but including questions from the Support Contacts related to the use of the those denoted by(i)a change to the left of the first decimal point Supported Software,identifying causes of suspected Errors in the (e.g.,v5.0 to 6.0)and/or(fi)the addition of a date designation or a Supported Software,and providing Error Corrections for identified change in an existing date designation (e.g. v1999 to 2000), Errors, all in accordance with the procedures set forth in provided, however Upgrades shall not include now or separate Attachment 1 Support Contacts must direct questions to the products wluch the Company offers only for an additional fee to its Company's specially designated telephone and fax support customers generally including those customers purchasing numbers,email addresses or help web pages that are part of the Maintenance Services website owned and operated by the Company The hours during which support will be available to Licensee are as set forth in 15"Seventy 1 Error' shall be an Error having severe Attachment 1 If the Company determines that the reported business impact to Customer Customer is unable to use the problem is due to an Error in such unaltered Supported Software, Company Service, resulting in a major impact on Customers such support will be at the Company's expense. If the Company business operations Work cannot reasonably conunue and a determines that the reported problem is not due to an Error in the manual workaround is not a viable alternative Examples of such Supported Software or results from a modification or alteration of an Error are,but not limited to,the Company Service is down and the Supported Software not trade by the Company or the inaccessible by the Customer Distomer cannot process critical Company's authorized agent and the Company agrees to provide transactions associated with running the day today operations assistance,licensee will pay the Company for such assistance at the Company's then-current rates in accordance with the terms of this Agreement The Company may revise the support 16 "Severity 2 Error" shall be an Error having commitments set forth in this Section at any tmae,provided that the significant business impact to Customer,however,operations can revised support commitments are not materially less advantageous continue in a restricted fashion The Company Service is usable to licensee The Company will provide Licensee with durty(30) but severely limited There is no acceptable workaround available days advance notice of any such revisions and Customer is experiencing a significant loss of service negatively impacting their day to-day operations 2.2 The Company's obligation to provide Maintenance Services pursuant to this Exhibit is dependent upon (a) the 11"Seventy 3 Error shall be an Error with moderate performance by Licensee of all of its obligations set forth in the impact to Customer business operations however the software is Agreement and in this Exhibit and(b)subject to the restrictions on usable, causing some mconvemence. The Error is manageable the Licensed Software set forth in the Agreement In addition,the through a workaround. Company reserves the right to suspend performance of the 'Maintenance Services if Licensee fails to pay any amounts that are 18`Severity 4 Error' shall be an Error with minor payable to the Company tinder this Exhibit within thirty(30)days impact to Customer business operations The Error may be after any such amount becomes due associated to documentation or administrative functions no impact on day today business operations 2.3 The Company will not be obligated to provide Maintenance Services pursuant to this Exhibit in relation to 2 MAPffE LANCE SERVICES. problems arising as a result of any of the following (a)abuse, misuse, accident or neglect by licensee, (b)repair,alterations and/or modifications that are not permitted under the Agreement or EX mer lB MAD T NANICE AND SUPPORT TERMS that are performed by anyone other than the Company or its the date that is forty five(45)days after the release of the tbea- autboAzed agents (c) use of the Supported Software not in current Upgrade I.acensee must download, install and/or accordance With its Documentation or inconsistent with the implement any and all Upgrades,immediately upon receipt if such restrictions set forth in the Agreement,(d) inadequate supply of Upgrade is determined by the Company to be responsive to a backups by Licensee, (e) the telecommunication hardware reported Error computer operating system,non the Company software,electricity supplies or consumable items of Licensee,(f)use of custom code 5 LICENSEE Il;FSPONSIB11.aEs other than in accordance with the Company s instruction, (g) provision of inac irate system configumuon or specification to the Licensee understands that the Company s performance is Company by Licensee, (b) failure by licensee to provide an dependent in part on the actions of Licensee. Accordingly, in adequate training or knowledge base for users of the Licensed order to receive Maintenance Services Software,(i)the failure to install Upgrades or to implement Error Corrections in accordance with the terms of this Exhibit,0)use by 5 1 The Support Contacts must notify the Company Licensee of the preceding version of the Software more than six promptly by email, telephone or fax of any problems with (6) months after the Company has provided the most recent Supported Software and provide follow up reports in writing via Upgrade (k)Licensee's failure to comply with the terms of the fax or electronic mail The Company will confirm receipt of any Agreement, (I) Lzcensee s negligence or any other cause within problem report within twenty foto(24)hours of receipt Licensee's control and(m)any other cause beyond the reasonable control of the Company The Company may refuse to provide 5.2 Licensee must make reasonable efforts to solve any maintenance Sernces where,in the Company's opinion there is a problem after consulting with the Company including but not hazard to the safety of its employees or agents limited to the download,installation and/or impIcnicatatton of any and all applicable Error Corre=ctions provided by the Company 2.4 The Company may employ subcontractors or other authorized agents to fulfill its obligations under this Exhibit, 5.3 Licensee must provide the Company with sufficient provided that the Company will remain responsible for the information and resources including, but not limited to, on site fulfillment of such obligations assistance, support personnel, software and hardware,to identify and duplicate any problem,either at the Company's support center 3 NLuNTENANcE Dees AND T>RAts OFPAYNuENNT or via dial-up access at Licensee's site. 3 1 Maintenance Fees for the initial year and all 5.4 Licensee must ensure that the Company is provided subsequent years of Maintenance Services will be calculated in sufficient support and test time on the applicable computer system accordance with Attachment 1 In the event Licensee acquires to duplicate any problem to certify that the problem is due to additional Ldcensed Software pursuant to this Agreement, Supported Software,and,when repairs are complete,to certify that matntenance fees will be payable on the same terms except, the problem has been repaired however that the fust installment shall be pro-rated for the balance of the annual period referenced above such that all subsequent fees 5.5 Licensee must provide the same standard of care for Maintenance Services shall be payable on the same anniversary for the Supported Software that it applies to its own products or date for all Licensed Software licenses granted pursuant to this data of like value to its business (and in any event no less than Agreement reasonable care) 3 2 Maintenance Fees are non-refundable upon the 5.6 Licensee must procure, install and maintain all termination of this Exhibit by Licensee for any reason or at any equipment, telephone lines communication interfaces and other trine Notwithstanding the foregoing,pro-rated Maintenance Fees hardware necessary to operate the Supported Software may be rehindable pursuant only to (a) a termination by the Company of this Exhibit in accordance with Section 6.1 or(b)the 6 Sus?ENsm Aran FwNsTATE YNT Or MAxmrENANm derision by the Company to tertmrtate the Agreement in the event SmvICES, Trx"ATioN of MAINTENANCE SERVICES, the Supported Software is held to, or the Company believes is SURVIVAL likely to be held to, infringe any intellectual property right of a third party 6 1 The Company reserves the right to discontinue the Maintenance Services set forth herein should the Company,in its 3 3 Maintenance Services must be purchased for all sole discretion,determine that continued support for any Supported Licensed Software subject to a license grant iii effect under the Software is no longer economically feasible. The Company will Agreement. give Licensee at least three(3)months prior written notice of any such elLwantmuation of Maintenance Services 4 UPGRADES AND NEW Pitonuct's 6.2 In addition to the foregoing rights of termination The Company shall use its best efforts to develop or supply in the event of breach by Licensee of any of its obligations under Upgrades Development and implementation of Upgrades are at this Exhibit or the Agreement(including but not/muted to any the Company's sole and absolute discretion The Company is not obligations as to payment),the Company will(without prejudice to obligated to provide any Upgrades As Upgrades are provided any other right or remedy available to it)have the right to suspend Licensee must download, install and/or implement any and all performance of its obligations under this Exhibit until Licensee's Upgrades provided by the Company as part of the Maintenance obligations have been fully and properly performed Services within forty-five (45) days after the release of such Upgrade or immediately with inspect to a Upgrade that the 6.3 If there has been any lapse of Maintenance Services Company determines is responsive to a reported F_iror The due to Licensee s failure to pay applicable fees provided that this Company wilt have no obligation to provide Maintenance Services Exhibit remains in effect, the Company will recommence such regardmg the preceding version of the Licensed Software beyond Maintenance Services after Licensee has pard the Company a EXHL13lT B MAINTENANCE AND SUPPORT TERMS reinstatement fee equal to the then-current list price of a license to to provide relief to Licensee within ten(1)business days or the Lacensed Software_ If there has been any lapse of Maintenance agreement to a reasonable dare The Company shall provide Services due to Licensee's failure to perform its obligations(other Laccasee an initial response within four (4) hours on than payment of fees) provided that this Exhubit remains in erect, confirmed Severity 2 Errors and shall update the Licensee the Company will recommence Maintenance Services after every 4 hams,or at as agreed upon time interval,neral the Licensee has sued such failure to perform its obligations Furor is resolved or the course of resolution has been agreed to by the licensee 6.4 Survival Termination of the Agreement or the 73 Severn 3 Errors. The Company mpany will promptly innate the Maintenance Services will not affect Licensee s obligation to pay following procedures for Maintenance Fees and expenses incurred before the effective date of termination The terms of the following sections of the (a) Process Licensee shall identify the Error as a Seventy Support Exhibit will survive the termination of the Agreement or 3Earor The Company shall evaluate the reported Furor and the Maintenance Services for whatever reason Sections 1,3,and begin resolution efforts as soon as reasonable possible and 6.4 support resources are not working on Seventy 1 Errors or Severity 2 Errors When the Company believes the reported 7 CORRECTION or ERROR. The Company will use reasonable Furor is no longer classified as a Seventy 3 Error the commercial efforts to cure, as described below reported and Company shah coordinate with the licensee to reclassify the verifiable emote so that the Supported Software shall perform in all Error to the appropriate severity level matrsial respects the functions described in the associated (b) Resolakon The Company will assign a specialist to Documentation For purposes of this Section in responding to commence an Error correction and provide additional, Error's, the response time will be measured from the point the escalated procedures as reasonably determmed necessary by Company has received notification of the Error and issues an internal support ticket number for the Error during Standard the Company support staff The Company will exercise all Maintenance 'Hours The Company recogmzes four (4) seventy commercially reasonable efforts to provide as For levels of the Supported Software errors or issues Connection or workaround for the Error ext final resolution of the Error may be to include a fire next Upgrade The 7 1 Severity 1 Errors. The Company will promptly initiate the objective will be to provide relief to Licensee within twenty €ollowmgprocedures (20)business days or agreement to a reasonable date The Company shall provide Licensee an initial response within (a) Process Licensee shall identify the Error as a Severity eight (8) hours on confirmed Severity 3 Errors and shall 1 Error The Company shall evaluate the reported Error and update the licensee every eight (8)hours or at an agreed begin resolution efforts immediately When the Company upon time interval,until the Error is resolved or the course of believes the reported Error is no longer classified as a resolution has been agreed to by the licensee Severity 1 Error the Company shall coordinate with the Licensee to reclassify the Error to the appropriate severity 7.4 Severity 4 Errors.The Company will promptly initiate the level following procedures (b) Resolution The Company will promptly initiate the (a) Process Licensee shall identify the Furor as a Severity following procedures (1) assign specialists to correct the 4Frror The Company shall evaluate rhe reported Error and Error on an expedited basis, (2) provide ongoing begin resolution efforts w soon as reasonable possible and communication to Lacensee on the status of an Error support resources are oat working on Severity 1 Errors, correction and if available, (3) develop a temporary Severity 2 Errors or Seventy 3 Errors When the Company workaround or fix for the Error The Company shall provide believes the reported Error is no longer classified as a Licensee an initial response vnthm four (4) hours on Severity 4 Error the Company shall coordinate with the confirmed Severity 1 Errors and shall update the Licensee licensee to reclassify the Error to the appropriate seventy every four(4)hours,or at an agreed upon time interval until level. an Error Corre=ction is found or the course of resolution has he tally a been agreed to by the Licensee The Company shall use reasonable Resolution Tlie Company will exercise cum commercially reasonable efforts to provide Licensee with an sonable efforts to include an Error Correction to the next Error Correction or workaround as soon as reasonably Maintenance Upgrade The owill be to provide relief to Licensee within one hundred twenty (120)days or possible agreement to a reasonable trate 'rhe Company shall provide 7 2 Severity 2 Errors. The Company will promptly initiate the licensee an initial response within— eight (8) hours on following procedures confirmed Severity 4 Errors (a) Process Licensee shall identify the Error as a Seventy 2Error The Company shall evaluate the reported Error and begin resolution efforts as soon as reasonable possible and support resources are not working on Severity 1 Errors When the Company believes the reported Error is no longer classified as a Seventy 2 Error the Company shall coordinate with the Licensee to reclassify the Error to the appropriate seventy level (b) Resolution The Company will assign a specialist to commence an Error correction, and provide additional, escalated procedures as reasonably determined necessary by the Company support staff The Company will exercise all commercially reasonable efforts to provide an Error Correction for the Error The final resolution of the Error may be to include a fix neat Upgrade. The oblecnve will be EXHIBIT B MAINTENANCE AND SUPPORT TERMS ATTACHMENTI Maintenance Rees Maintenance fees tncluded in license fee Data Storage Fees + Data Storage fres included Maintenance Hours + Standard Matntenance Hourg are 5 days a week(Monday-Friday)X 9 hours a day(8:00 am to 5:00 p.m.Delaware Time,excluding holidays) Engineering and Training Fees • Engineering and Mwning fees shall be billed as Follows Engmeermg/lutegratton Fee$160 per hour Tratntng Fee$100 per hour TIHN BLINE RTn GHQ,LLC city of Redl Calif a BY �� 13Y NAME (J cl.c LOQ HAM L n T1Ti.8 C'f p Tau. DATE -3 /Z.3/J-7 DATE ATTEST: Je e Donaldson, City Clerk This Page Intentionally Left Blank This Page Intentionally Left Blank