HomeMy WebLinkAboutContracts & Agreements_40-2012_CCv0001.pdf SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
This Software License and Maintenance Agreement(the "Agreement") is made and entered into
d
this �,, day of April, 2012, by and between Efiia Consulting LLC ("Vendor")and the City of
Redlands, California("Customer"). Vendor and Customer are sometimes individually referred to
herein as a"Party"and,together, as the "Parties."
I. SCOPE
During the term of this Agreement, Vendor agrees to grant to Customer a license for use of
Vendor's CopBookTm software and associated materials (collectively, the"Software").
Additionally, Vendor agrees to provide Customer the maintenance, custom enhancement,
operational, and training services in support of the Software specified in Schedule I of this
Agreement(collectively, the "Services"). Schedule I is expressly incorporated into and made
part of this Agreement.
IL TERM
This Agreement shall take effect on May 1. 2012 (the "Effective Date-), and it shall remain in
effect through April 30, 2013, unless earlier terminated as provided for herein.
111. SOFTWARE OWNERSHIP
Copyright in and title to the Software and associated materials shall at all times remain vested
exclusively in the Vendor or, as applicable, a third party licensor. This Agreement does not
provide any copyright or other rights of ownership in the Software or its elements or associated
materials to Customer. Customer acknowledges and agrees that the Software may contain trade
secrets and proprietary material of the Vendor or third party licensor. Customer agrees: i) not to:
reverse-engineer, disassemble, decompile, decrypt, modify, alter, translate, make additions to,
derive works from, copy, transfer, sublicense, or lease the Software; ii)to take all reasonable
steps to ensure that such trade secrets and proprietary material are not disclosed,duplicated,
misappropriated or used in any manner not expressly permitted by the terms of this Agreement
by or to any employee, consultant, or agent of the Customer or by or to any third party-, and iii)
not to remove or allow to be removed, any copyright, trade secret, or other proprietary protection
legends or notices from the Software or any portion thereof. Customer agrees to disclose such
trade secrets and proprietary material only to employees, consultants, and agents of Customer
with a need to know, and to ensure that all such disclosures are governed by effective,
enforceable legal instruments to comply with all trade secrets and proprietary information
obligations. Customer agrees to enforce all such applicable legal instruments and to reasonably
cooperate with Vendor as necessary to ensure effective protection of the trade secrets and
proprietary materials.
IV. SOFTWARE LICENSE
A. Vendor grants to Customer a non-transferable, non-exclusive license to use the Software in
support of the operations of the City of Redlands Police Department during the term of this
Agreement(the "License") subject to the following conditions. The License granted to
Customer under this Agreement shall terminate if. i) Customer commits a material breach of this
Agreement; ii) Customer makes an assignment for the benefit of creditors; iii) Customer violates
any copyright or other intellectual property rights of the Vendor or third party licensor with
respect to the Software, or iv.) Customer's use of the Software constitutes a violation of any
applicable law,regulation, rule or other legal requirement. Customer acknowledges that its
breach of any of the provisions of this License shall cause irreparable harm and significant injury
to Vendor to an extent that will be extremely difficult to ascertain. Accordingly, Customer
agrees that Vendor shall have, in addition to any other rights and remedies available to it, the
right to seek an immediate injunction enjoining any breach of this License.
B. Customer expressly agrees to abide by the terms of all licenses, sub-licenses, and other terms
of use associated with the Software and all other related materials, including but not limited to
web site terms of use. These materials include, but are not limited to, the Terms of Use of the
CopBookTM and EfiiaTM web sites and the third party license associated with use of the Jive
software.
C. Customer agrees to pay Vendor a license fee for use of the Software, as specified in Schedule
I of this Agreement.
D. Upon termination of the License, Customer shall promptly destroy or return to Vendor all
copies of the Software in its possession. An appropriate, authorized representative of Customer
shall promptly provide Vendor with a written, signed certification that such destruction or return
of the Software has been successfully completed and that Customer's use of the Software has
been discontinued.
V. SOFTWARE LIMITATIONS
A. Vendor's sole obligation and Customer's sole remedy for any failure of Software
performance is limited to the adjustment or replacement of any part of the Software which
examination shall disclose to Vendor's satisfaction to be defective, or at Vendor's option-,
removal of the Software and refund of payments made by Customer for the Software. Neither
Vendor nor any party involved in the creation, manufacture, or distribution of the Software or
any portion thereof or any associated materials, shall be liable to the Customer for lost profits or
indirect, special,consequential, or liquidated damages or penalties arising out of this Agreement,
even if the party has been notified of the possibility of such damages or has had knowledge,
actual or constructive,of the possibility of such damages. Under no circumstances will the
liability of Vendor exceed the amounts paid by Customer to Vendor under this Agreement.
B. All employees and contractors retained by the Customer who make use of the Software must
comply with the Customer's policies and procedures pertaining to procurement, information
technology, cyber-security, privacy, defamation, accessibility, social media,and all other
government rules, mandates, or requirements. If there are any questions associated with
compliance with those requirements, all such questions should be directed to the appropriate
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chief information officer or other authorized point of contact. Vendor makes no representations
and offers no warranties regarding the Software's compliance with legal, regulatory, or other
compliance obligations of the Customer. Vendor shall not be responsible for liability associated
with inappropriate use of the Software by Customer's employees, contractors, or other
representatives.
VI. SERVICES
Vendor will provide the Services, as defined in Schedule I of this Agreement. All rates and
payment obligations for the Services are also provided in Schedule 1.
VII. OBLIGATIONS OF CUSTOMER
A. Customer shall notify Vendor of the identity of the individual who will serve as Customer's
designated Customer Contact. To the maximum extent practicable, Customer's communications
with Vendor shall be through the Customer Contact.
B. Customer agrees to grant Vendor access to Customer's facilities and personnel involved with
the operation of the Software to enable Vendor to provide the Services.
C. Customer shall make all payments for the Services as specified in Schedule 1.
VIII. GENERAL PROVISIONS
A. Assignment. Neither Party to this Agreement shall assign or sublicense, in whole or in part,
any of its rights or obligations under this Agreement without the prior written consent of the
other Party, which consent shall not be unreasonably withheld.
B. Complete Agreement and Amendments. This Agreement sets forth the entire understanding
of the Parties with respect to the Services described herein. It supersedes and replaces all
previous understandings regarding the Services, written or otherwise, that may have existed
between the Parties. Any amendment to this Agreement must be in writing and signed by both
Parties.
C. Waiver. The waiver or failure of either Party to this Agreement to exercise in any respect
any right provided for in this Agreement shall not be deemed a waiver of any further right under
this Agreement.
D. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under
any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of
the Agreement shall be valid and enforceable to the maximum extent possible.
E. Governing Law. This Agreement is to be construed in accordance with the laws of the
United States and the State of California.
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F. Attorneys' Fees. In the event any action is commenced to enforce or interpret any of the
terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and
other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use
of in-house counsel by a Party.
G. Termination. Customer shall have the right to terminate this Agreement, upon twenty (20)
days prior written notice to Vendor. Customer shall have no liability for any claims or damages
resulting to Vendor as a result of any exercise by Customer of its right to terminate this
Agreement.
H. Notices. All notices shall be given in writing by personal delivery or by mail. Notices,
sent by mail should be addressed as follows:
Customer Mark Garcia
Chief of Police
City of Redlands
PO Box 3005
Redlands, CA 92373
Vendor: Efiia Consulting, LLC
734 15t' St NW, 121h Floor
Washington, DC 20005
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section.
1. Prime Award Provisions. Any and all prime award provisions and regulations associated with
cooperative agreement 2011-MU-BC-K004 are hereby incorporated by reference(Schedule 2).
IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed in
confirmation of this Agreement.
CITY OF REDLANDS EFIIA CONSULTING, LLC
By:
Pete Agui ar, Mayor Chris Gorman, Managing Partner
ATTEST:
By:
Sant Irwin, C ty Clerk
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Schedule I
City of Redlands Police Department
Section 1:Time and Materials activities
Redland's will direct Eflia on a Time and Materials Level of Effort basis to support
the on-going implementation, roll-out, customization,and further adoption of
CopBook.
- Creation of Redland's PD CopBook project plan and high value outcomes.
- Customization and configuration of CopBook for Redlands
- On-site and remote user training
- Strategy development for Redland's PD user adoption
- Support development of Redland's use cases in CopBook
- Strategy development for Redland's PD interaction with the Community
S "fl _-
U _ al $225.00 40
CoElit
junior Technical $175.00 120 $21,000.00
Consultant
$115.00 40
$135.00 40 $5,400.00
If travel is warranted,it will be approved by City of Redland's in advance. Travel
and Expenses will be billed separately and compliant with the City of Redland's
travel regulations and per diems.
Section 2: Fixed price monthly professional services
Eflia will support standard Operations and Maintenance support for CopBook
system administrator support. This support will be on-line as well as by telephone
during normal business hours (8x5).
System N
$1010.00
If travel is warranted,it will be approved by City of Redland's in advance. Travel
and Expenses will be billed separately and compliant with the City of Redland's
travel regulations and per diems.
Schedule I
City of Redlands Police Department
Section 3: CopBook license fees
The cost of the CopBook licenses are structure as a annual subscription, or term,
license. A license is needed for each user. The license is valid for a 12 month period,
and may be renewed each year. The term license includes:
- Test&Development environment
- Production environment
- All hosting fees
- System upgrades and supported enhancements
License Type Number of Users Price per user Extended Cost
CopBook Annual ISO $60.00 $9,000.40
Term Hosted
License
CopBook fees are structured as an annual term license. The CopBook first term
license would commence May 1, 2012 -April 30, 2013.
Section 4: Total Cost
Element Estimated Cost
Section 1:T&M activities $40.000.00
- __..__.-_. — - -
Section 2: Annual CopBook 0&M $12,000.00
Section 3:CopBook Annual Term $9,000.00
License _
Subtotal $61,000.00
Schedule 2: Prime Award Provisions
Department of Justice
Office of Justice Programs
Office of the Assistant Attorney General Washington,D.C. 20531
September 7,2011
Chief James Bueermann
Redlands Police Department
212 Brookside Avenue
PO Box 1025
Redlands,CA 92373
Dear Chief Bucermann:
On behalf of Attorney General Eric Holder,it is my pleasure to inform you that the Office of Justice Programs has approved
your application for funding under the FY 11 Encouraging Innovation:Field-Initiated Programs in the amount of$349,349 for
Redlands Police Department.
Enclosed you will find the Grant Award and Special Conditions documents. This award is subject to all administrative and
financial requirements,including the timely submission of all financial and programmatic reports,resolution of all interim
audit findings,and the maintenance of a minimum level of cash-on-hand. Should you not adhere to these requirements,you
will be in violation of the terms of this agreement and the award will be subject to termination for cause or other administrative
action as appropriate.
If you have questions regarding this award,please contact:
Program Questions,Dustin Koonce,Program Manager at(202)616-7363;and
Financial Questions,the Office of the Chief Financial Officer,Customer Service Center(CSC)at
(800)458-0786,or you may contact the CSC at ask.ocfo@usdcj.gov.
Congratulations,and we look forward to working with you.
Sincerely,
Laurie Robinson
Assistant Attorney General
Enclosures
Department of Justice
Office of Justice Programs
Office for Civil Rights
Washington,6.C, 20531
September 7,2011
Chief James Bueermann
Redlands Police Department
212 Brookside Avenue
PO Box 1025
Redlands,CA 92373
Dear Chief Bueermann:
Congratulations on your recent award.In establishing financial assistance programs,Congress linked the receipt of Federal funding to
compliance with Federal civil rights laws.The Office for Civil Rights(OCR),Office of Justice Programs(OJP),U.S.Department of Justice
is responsible for ensuring that recipients of financial aid from OJP,its component offices and bureaus,the Office on Violence Against
Women(OVW),and the Office of Community Oriented Policing Services(COPS)comply with applicable Federal civil rights statutes and
regulations.We at OCR are available to help you and your organization meet the civil rights requirements that come with Justice
Department funding.
Ensuring Access to Federally Assisted Programs
As you know,Federal laws prohibit recipients of financial assistance from discriminating on the basis of race,color,national origin,
religion,sex,or disability in funded programs or activities,not only in respect to employment practices but also in the delivery of services or
benefits.Federal law also prohibits funded programs or activities from discriminating on the basis of age in the delivery of services or
benefits.
Providing Services to Limited English Proficiency(LEP)Individuals
In accordance with Department of Justice Guidance pertaining to Title VI of the Civil Rights Act of 1964,42 U.S.C.§2000d,recipients of
Federal financial assistance must take reasonable steps to provide meaningful access to their programs and activities for persons with limited
English proficiency(LEP).For more information on the civil rights responsibilities that recipients have in providing language services to
LEP individuals,please see the website at http://www.lep.gov.
Ensuring Equal Treatment for Faith-Based Organizations
The Department of Justice has published a regulation specifically pertaining to the funding of faith-based organizations.In general,the
regulation,Participation in Justice Department Programs by Religious Organizations;Providing for Equal Treatment of all Justice
Department Program Participants,and known as the Equal Treatment Regulation 28 C.F.R.part 38,requires State Administering Agencies
to treat these organizations the same as any other applicant or recipient.The regulation prohibits State Administering Agencies from making
award or grant administration decisions on the basis of an organization's religious character or affiliation,religious name,or the religious
composition of its board of directors.
The regulation also prohibits faith-based organizations from using financial assistance from the Department of Justice to fund inherently
religious activities.While faith-based organizations can engage in non-funded inherently religious activities,they must be held separately
from the Department of Justice funded program,and customers or beneficiaries cannot be compelled to participate in them.The Equal
Treatment Regulation also makes clear that organizations participating in programs funded by the Department of Justice are not permitted to
discriminate in the provision of services on the basis of a beneficiary's religion.For more information on the regulation,please see OCR's
website at http:/twww.ojp.usdoj.gov/ocrJettbo,htm,
State Administering Agencies and faith-based organizations should also note that the Safe Streets Act,as amended;the Victims of Crime
Act,as amended;and the Juvenile Justice and Delinquency Prevention Act.as amended,contain prohibitions against discrimination on the
basis of religion in employment.Despite these nondiscrimination provisions,the Justice Department has concluded that the Religious
Freedom Restoration Act(RFRA)is reasonably construed,on a case-by-case basis,to require that its funding agencies permit faith-based
organizations applying for funding under the applicable program statutes both to receive DOJ funds and to continue considering religion
when hiring staff,even if the statute that authorizes the funding program generally forbids considering of religion in employment decisions
by grantees.
Questions about the regulation or the application of RFRA to the statutes that prohibit discrimination in employment may be directed to this
Office.
Enforcing Civil Rights Laws
All recipients of Federal financial assistance,regardless of the particular funding source,the amount of the grant award,or the number of
employees in the workforce,are subject to the prohibitions against unlawful discrimination.Accordingly,OCR investigates recipients that
are the subject of discrimination complaints from both individuals and groups.In addition,based on regulatory criteria,OCR selects a
number of recipients each year for compliance reviews,audits that require recipients to submit data showing that they are providing services
equitably to all segments of their service population and that their employment practices meet equal employment opportunity standards.
Complying with the Safe Streets Act or Program Requirements
In addition to these general prohibitions,an organization which is a recipient of financial assistance subject to the nondiscrimination
provisions of the Omnibus Crime Control and Safe Streets Act(Safe Streets Act)of 1968,42 U.S.C.§3789d(e),or other Federal grant
program requirements,must meet two additional requirements:(I)complying with Federal regulations pertaining to the development of an
Equal Employment Opportunity Plan(ESOP),28 C.F.R.§42.301-.308,and(2)submitting to OCR Findings of Discrimination{see 28
C.F.R.§§42.205(5)or 31.202(5)).
1) Sleeting the EEOP Requirement
In accordance with Federal regulations,Assurance No.6 in the Standard Assurances,COPS Assurance No.8,13,or certain Federal grant
program requirements,your organization must comply with the following ESOP reporting requirements:
If your organization has received an award for$500,000 or more and has 50 or more employees(counting both full-and part-time
employees but excluding political appointees),then it has to prepare an ESOP and submit it to OCR for review within bQ days from the
date of this letter_For assistance in developing an EEOP,please consult OCR's website at http:Ilwww.ojp.usdoj.gov/ocr/eeop.htrn. You
may also request technical assistance from an EEOP specialist at OCR by dialing(202)616-3208.
If your organization received an award between$25,000 and$500,000 and has 50 or more employees,your organization still has to prepare
an EEOP,but it does not have to submit the EEOP to OCR for review.Instead,your organization has to maintain the ESOP on file and
make it available for review on request.In addition,your organization has to complete Section B of the Certification Form and return it to
OCR.The Certification Form can be found at http:llwww.ojp.usdoj.gov/ocr/ecop.htm.
If your organization received an award for less than$25,000;or if your organization has less than 50 employees,regardless of the amount of
the award;or if your organization is a medical institution,educational institution,nonprofit organization or Indian tribe,then your
organization is exempt from the ESOP requirement.However,your organization must complete Section A of the Certification Form and
return it to OCR.The Certification Form can be found at http:thvww.ojp.usdoj.gov/ocr/eeop.htm.
2) Submitting Findings of Discrimination
In the event a Federal or State court or Federal or State administrative agency makes an adverse finding of discrimination against your
organization after a due process hearing,on the ground of race,color,religion,national origin,or sex,your organization must submit a copy
of the finding to OCR for review.
Ensuring the Compliance of Subrecipients
If your organization makes subawards to other agencies,you are responsible for assuring that subrecipients also comply with all of the
applicable Federal civil rights laws.including the requirements pertaining to developing and submitting an EEOP,reporting Findings of
Discrimination,and providing language services to LEP persons.State agencies that make subawards must have in place standard grant
assurances and review procedures to demonstrate that they are effectively monitoring the civil rights compliance of subrecipients.
If we can assist you in any way in fulfilling your civil rights responsibilities as a recipient of Federal funding,please call OCR at(202)307-
0690 or visit our website at http://www.ojp.usdoj,gov/ocr/.
Sincerely,
Michael L.Alston
Director
cc: Grant Manager
Financial Analvst
Department of Justice
Office of Justice Programs
PAGE L of 6
Bureau of Justice Assistance
Cooperative Agreement
L RECIPIENT NAME AND ADDRESS(Including Zip Code) 4.AWARD NUMBER: 2011-MU-BX-Ko04
Redlands Police Department
212 Brookside Avenue PO Bax 1025 5.PROJECT PERIOD:FROM 10/0112011 TO 09!3012013
Redlands,CA 92373
BUDGET PERIOD:FROM 10/01/2011 TO 09/302013
6.AWARD DATE 09/07!2011 7_ACTION
]A.GRANTEE IRS/VENDOR NO. 8.SUPPLEMENT NUMBER Initial
956000766 00
9.PREVIOUS AWARD AMOUNT S 0
3.PROJECT TITLE 10,AMOUNT OF THIS AWARD $349349
Using Social Business Software i SBS)to Enhance Public/Private Partnerships:,
A Collaborative Approach to Community Knowledgc Mining 11.TOTAL AWARD $349349
12.SPECIAL CONDITIONS
THE ABOVE GRANT PROJECT IS.APPROVED SUBJECT TO SUCH CONDITIONS OR LIMITATIONS AS ARE SET FORTH
ON THE ATTACHED PAGES),
13.STATUTORY AUTIIORCIY FOR GRANT
This project is supported under 42 U.S.C.3751
15.METHOD OF PAYMENT
GPRS
AGENCY APPROVAL, I GRANTEE ACCEPTANCE
16.TYPED NAME AND TITLE OF APPROV7NG OFFICIAL I8_TYPED NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL
Laurie Robinson James Bueermann
Assistant Attorney General - Chief
IT SIGNATURE OF APPROVING OFFICIAL 19.SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL. 19A.DATE
V `
AGENCY USE ONLY
20.ACCOUNTING CLASSIFICATION CODES 21. KMUUGID930
FISCAL FUND BUD, DIV.
YEAR CODE ACT. OFC REG. SUB. PDMS AMOUNT
X B DG 80 00 00 23621
X B D2 8(7 00 00 00 324728
OJP FORM 4000/2(REV,5-87)PREVIOUS EDITIONS ARE OBSOLETE.
OJP FORM 400012(REV.4-88)
Department of Justice
Office of Justice Programs AWARD CONTINUATION
Bureau of Justice Assistance SHEET PACE 2 OF 6
Cooperative Agreement
PROJECCNUMBER 2011-MU-BX-K004 AWARD DATE 09/07!2011
SPECIAL CONDITIONS
1. The recipient agrees to comply with the financial and administrative requirements set forth in the current edition of the
Office of Justice Programs(OJP)Financial Guide.
2. The recipient acknowledges that failure to submit an acceptable Equal Employment Opportunity Plan(if recipient is
required to submit one pursuant to 28 C.F.R.Section 42.302),that is approved by the Office for Civil Rights,is a
violation of its Certified Assurances and may result in suspension or termination of funding,until such time as the
recipient is in compliance.
3. The recipient agrees to comply with the organizational audit requirements of OMB Circular A-133,Audits of States,
Local Governments,and Non-Profit Organizations,and further understands and agrees that funds may be withheld,or
other related requirements may be imposed,if outstanding audit issues(if any)from OMB Circular A-133 audits(and
any other audits of OJP grant funds)are not satisfactorily and promptly addressed,as further described in the current
edition of the OJP Financial Guide.
4. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of the
enactment,repeal,modification or adoption of any law,regulation or policy, at any level of government,without the
express prior written approval of OJP.
5. The recipient must promptly refer to the DOJ OIG any credible evidence that a principal,employee,agent,contractor,
subgrantee,subcontractor,or other person has either 1)submitted a false claim for grant funds under the False Claims
Act;or 2)committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or
similar misconduct involving grant funds. This condition also applies to any subrecipients. Potential fraud,waste,
abuse,or misconduct should be reported to the OIG by-
mail:
Office of the Inspector General
U.S.Department of Justice
Investigations Division
950 Pennsylvania Avenue,N.W.
Room 4706
Washington,DC 20530
e-mail:oig.hotline@usdoj.gov
hotline:(contact information in English and Spanish):(800)869-4499
or hotline fax:(202)616-9881
Additional information is available from the DOJ OIG website at www.usdoj.gov/oig.
6. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of any
contract or subaward to either the Association of Community Organizations for Reform Now(ACORN)or its
subsidiaries,without the express prior written approval of OJP.
7. The recipient agrees to comply with any additional requirements that may be imposed during the grant performance
period if the agency determines that the recipient is a high-risk grantee.Cf.28 C.F.R.parts 66,70.
OJP FORM 4000/2(REV,4-881
Department of Justice
Office of Justice Programs AWARD CONTINUATION
Bureau of Justice Assistance SHEET PAGE , OF 6
Cooperative Agreement
PROJECT NUMBER 201 I-MIJ-BX-K0W AWARD DATE 09/07/2011
SPECIAL CONDITIONS
8. Pursuant to Executive Order 13513,"Federal Leadership on Reducing Text Messaging While Driving,"74 Fed.Reg.
51225(October 1,2009),the Department encourages recipients and sub recipients to adopt and enforce policies
banning employees from text messaging while driving any vehicle during the course of performing work funded by this
grant,and to establish workplace safety policies and conduct education,awareness,and other outreach to decrease
crashes caused by distracted drivers.
9. The recipient agrees to comply with applicable requirements regarding Central Contractor Registration(CCR)and
applicable restrictions on subawards to first-tier subrecipients that do not acquire and provide a Data Universal
Numbering System(DUNS)number. The details of recipient obligations are posted on the Office of Justice Programs
web site at http://www.ojp,govlfunding/ccr.htm(Award condition:Central Contractor Registration and Universal
Identifier Requirements),and are incorporated by reference here. This special condition does not apply to an award to
an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that
he or she may own or operate in his or her name).
10. The recipient agrees to budget funds for one staff representative to attend BJA's Annual Training and Technical
Assistance Providers'Meeting once a year for two to three(2-3)days in Washington,D.C. In addition,the recipient
agrees to participate in BJA training events,technical assistance events,or conferences held by BJA or its designees,
upon request.
1 t. The recipient agrees to track and report to BJA on its training and technical assistance activities and deliverables
progress using the guidance and format provided by BJA.
12. All program authonty and responsibility inherent in the Federal stewardship role shall remain with the Bureau of
Justice Assistance(BJA). BJA will work in conjunction with the recipient to routinely review and refine the work plan
so that the program's goals and objectives can be effectively accomplished. BJA will monitor the project on a
continual basis by maintaining ongoing contact with the recipient and will provide input to the program's direction,in
consultation with the recipient,as needed.
13. The recipient agrees to submit to BJA for review and approval any curricula,training materials,proposed publications,
reports,or any other written materials that will be published,including web-based materials and web site content.
through funds from this grant at least thirty(30)working days prior to the targeted dissemination date. Any written.
visual,or audio publications,with the exception of press releases,whether published at the grantee's or government's
expense,shall contain the following statements:"This project was supported by Grant No.2011-MU-BX-KO04
awarded by the Bureau of Justice Assistance.The Bureau of Justice Assistance is a component of the Office of Justice
Programs,which also includes the Bureau of Justice Statistics,the National Institute of Justice,the Office of Juvenile
Justice and Delinquency Prevention,the Office for Victims of Crime,the Community Capacity Development Office,
and the Office of Sex Offender Sentencing,Monitoring,Apprehending,Registering,and Tracking.Points of view or
opinions in this document are those of the author and do not necessarily represent the official position or policies of the
U.S.Department of Justice."The current edition of the OJP Financial Guide provides guidance on allowable printing
and publication activities.
14. In accordance with applicable law,the recipient shall not use these funds for any of the following purposes: 1.land
acquisition:2_construction projects;or 3.security enhancements or security equipment to non-governmental entities
that do not engage in law enforcement,law enforcement support,criminal or juvenile justice,or delinquency
prevention.
OJP FORM 400012(REV.4-88)
Department of Justice
Office of Justice Programs AWARD CONTINUATION
Bureau of Justice Assistance SHEET PAGE 4 DE 6
Cooperative Agreement
PROJECT NUMBER 2011 A1U-BK-K004 AWARDDATE 09/07/2011
SPECIAL CONDITIONS
15. Any Web site that is funded in whole or in part under this award must include the following statement on the home
page,on all major entry pages(i.e.,pages(exclusive of documents)whose primary purpose is to navigate the user to
interior content),and on any pages from which a visitor may access or use a Web-based service,including any pages
that provide results or outputs from the service:"This Web site is funded in whole or in part through a grant from the
Bureau of Justice Assistance,Office of Justice Programs,U.S.Department of Justice.Neither the U.S.Department of
Justice nor any of its components operate,control,are responsible for,or necessarily endorse,this Web site(including,
without limitation,its content,technical infrastructure,and policies,and any services or tools provided)."The full text
of the foregoing statement must be clearly visible on the home page.On other pages,the statement may be included
through a link,entitled"Notice of Federal Funding and Federal Disclaimer,"to the full text of the statement.
16. The recipient agrees to cooperate with any assessments,national evaluation efforts,or information or data collection
requests,including,but not limited to,the provision of any information required for the assessment or evaluation of any
activities within this project.
17. With respect to this award,federal funds may not be used to pay cash compensation(salary plus bonuses)to any
employee of the award recipient at a rate that exceeds 110%of the maximum annual salary payable to a member of the
federal government's Senior Executive Service(SES)at an agency with a Certified SES Performance Appraisal System
for that year. (An award recipient may compensate an employee at a higher rate,provided the amount in excess of this
compensation limitation is paid with non-federal funds.)
This limitation on compensation rates allowable under this award may be waived on an individual basis at the
discretion of the OJP official indicated in the program announcement under which this award is made.
OIPFORM 4000/2(REV.4-RR7
Department of Justice
Office of Justice Programs AWARD CONTINUATION
Bureau of Justice Assistance SHEET PACE 5 OF 6
Cooperative Agreement
PROJECT NUMBER 2011-MU-BX-KO04 AWARD DATE 09/0712011
SPECIAL CONDITIONS
18, Within 45 days after the end of any conference,meeting,retreat,seminar,symposium,training activity,or similar event
funded under this award,and the total cost of which exceeds$20,000 in award funds,the recipient must provide the
program manager with the following information and itemized costs:
1)name of event;
2)event dates;
3)location of event;
4)number of federal attendees;
5)number of non-federal attendees;
6)costs of event space,including rooms for break-out sessions;
7)costs of audio visual services;
8)other equipment costs(e.g.,computer fees,telephone fees);
9)costs of printing and distribution;
10)costs of meals provided during the event;
11)costs of refreshments provided during the event;
12)costs of event planner;
13)costs of event facilitators;and
14)any other costs associated with the event.
The recipient must also itemize and report any of the following attendee(including participants,presenters,speakers)
costs that are paid or reimbursed with cooperative agreement funds:
1)meals and incidental expenses(M&IE portion of per diem);
2)lodging;
3)transportation to/from event location(e.g.,common carrier,Privately Owned Vehicle(POV));and,
4)local transportation(e.g.,rental car,POV)at event location.
Note that if any item is paid for with registration fees,or any other non-award funding,then that portion of the expense
does not need to be reported.
OR will provide further instructions regarding the submission of this data at a later time.
19. The recipient may not obligate,expend or draw down funds until the Office of the Chief Financial Officer(OCFO)has
approved the budget and budget narrative and a Grant Adjustment Notice(GAN)has been issued to remove this special
condition.
OJP FORM 4000/2(REV.4-S8}
Department of Justice
Office of Justice Programs AWARD CONTINUATION
Bureau of Justice Assistance SHEET PAGE 6 OF a
L Cooperative Agreement
PROJECT NUMBER 2011-MU-M-K004 AWARD DATE 09/0W201 1
SPECIAL CONDITIONS
20. Award recipients must verify Point of Contact(POC),Financial Point of Contact(FPOC),and Authorized
Representative contact information in GMS,including telephone number and e-mail address. If any information is
incorrect or has changed,a Grant Adjustment Notice(GAN)must be submitted via the Grants Management System
(GMS)to document changes.
21. The recipient agrees to comply with applicable requirements to report first-tier subawards of$25,(1(10 or more and,in
certain circumstances,to report the names and total compensation of the five most highly compensated executives of
the recipient and first-tier subrecipients of award funds. Such data will be submitted to the FFATA Subaward
Reporting System(FSRS). The details of recipient obligations,which derive from the Federal Funding Accountability
and Transparency Act of 2006(FFATA),are posted on the Office of Justice Programs web site at
http://www.ojp.gov/funding/ffata.htm(Award condition:Reporting Subawards and Executive Compensation),and are
incorporated by reference here. This condition,and its reporting requirement does not apply to grant awards made to
an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that
he or she may own operate in his or her name).
22. The recipient understands and acknowledges that for purposes of this award,food and/or beverages expenses are
deemed reasonable and allowable for training sessions,meetings,conferences,or other similar functions only to the
extent that the I)break or other refreshment costs,plus any hotel service costs(e.g.,labor cost for room setup),do not
exceed 23 percent of the current General Services Administration(GSA)Meals and Incidental Expenses(M&IE)rate
per attendee per day;and 2)the cost of any individual meal,plus any hotel service costs(e.g.,labor cost for room
setup),does not exceed 150 percent of the GSA M&IE rate for that meal in that locality per attendee. Current GSA
M&lE rate breakdown by meal and by locality can be found at http://www.gsa.gov/portal/content/10151 S.
OJP FORM 4000/2(REV.4-88)
Department of Justice
Office of Justice Programs
Bureau of Justice Assistance
Washington,D.C.20531
Memorandum To: Official Grant File
From: Orbin Terry,NEPA Coordinator
Subject: Categorical Exclusion for Redlands Police Department
Awards under this program will be used to develop national demonstration,training,and technical assistance
programs. None of the following activities will be conducted whether under the Office of Justice Programs federal
action or a related third party action:
1) New construction:
2) Renovation or remodeling of a property either(a)listed on or eligible for listing on the National Register of
Historic Places or(b)located within a 100-year flood plain;
3) Renovation which will change the basic prior use of a facility or significantly change its size;
4) Research and technology whose anticipated and future application could be expected to have an effect on the
environment;
5)Implementation of a program involving the use of chemicals. Consequently, and agency-wide analysis has
determined that the program meets the Office of Justice Programs(OJP)criteria for a categorical exclusion as
contained in paragraph 4(b)of Appendix D to Part 61 of the Code of Federal Regulations.
Additionally,the proposed action is neither a phase nor a segment or a project which when viewed in its entirety
would not meet the criteria for a categorical exclusion.
Department of Justice GRANT MANAGER'S MEMORANDUM,PT.I:
Office of Justice Programs PROJECT SUMMARY
i Bureau of Justice Assistance
Cooperative Agreement
PROJECT NUMBER
PAGE I OF 1
2011-MU-BX-KO04
This project is supported under 42 U.S.C.3751
1.STAFF CONTACT(Name&telephone number) 2 PROJECT DIRECTOR(Name,address&telephone number)
Dustin Koonce Travis Taniguchi
(202)616-7363 Criminologist
30 Cajon St
PO Box 1025
Redlands,CA 92373
(909)557-6972
3a.TITLE OF THE PROGRA-v] 3b_PDMS CODE(SEE INSTRUCTIONS
ON REVERSE)
BJA FY 1 I Encouraging Innovation:Field-Initiated Programs
W
4.TITLE OF PROJECT
Using Social Business Software(SBS)to Enhance Public/Private Partnerships:A Collaborative Approach to Community Knowledge Mining
5.NAME&ADDRESS OF GRANTEE 6.NAME&ADRESS OF SUBGRANTEE
Redlands Police Department
212 Brookside Avenue PO Boz 1025
Redlands,CA 92373 .
7.PROGRAM PERIOD 8,BUDGET PERIOD
FROM: 10/0];2011 TO: 09/30/2013 FROM: 10/01/2011 TO: 09i301i2013
9,AMOUNT OF AWARD 10.DATE OF AWARD
S349,349 09/07/201 I
I I_SECOND YEAR'S BUDGET 12.SECOND YEAR'S BUDGET AMOUNT
13.THIRD YEAR'S BUDGET PERIOD 14.THIRD YEAR'S BUDGET AMOUNT
I5.SUMMARY DESCRIPTION OF PROJECT(See instruction on reverse)
The Encouraging Innovation:Field-Initiated Programs is designed to strengthen the criminal justice system by challenging those in the field to identity and define
emerging or chronic systemic issues faced by one or more components of the criminal justice continuum(includes but not limited to Iaw enforcement.corrections,
courts,and community collaborations)and to propose innovative solutions to address these issues_
Redlands Police Department will create and demonstrate a Social Business Software(SBS)solution for law enforcement agencies by developing an online
collaboration platform to fadlitate knowledge sharing between the Redlands Police Department and key community stakeholders.Using the online collaborative
platform,the applicant-if]engage community members and organizations in an in an effort to build publiclprivate partnerships_This will include an innovative
concept of using"virtual neighborhood watch"and collaboration community knowledge mapping.CA/NCF
OJP FORM 400012(REV,4-88)
JIVE SOFTWARE,INC.
LICENSE,HOSTING AND PROFESSIONAL SERVICES AGREEMENT
(Private Data Center)
NOTE. THIS AGREEMENT WILL ONLY APPLY TO THE EXTENT THAT NO BINDING AGREEMENT, WRITTEN OR ELECTRONIC, (THE"OTHER
AGREEMENT")IS ALREAD i'IN PLACE BETWEEN CUSTOMER(DEFINED BELOW)AND JIVE SOFTWARE,INC PERTAINING TO THE SOFTWARE
PRODUCT TO WHICH THIS AGREEMENT APPLIES OR RELATED PROFESSIONAL SERVICES(AS DEFINED BELOW). TO THE EXTENT THAT ANY
OTHER AGREEMENT IS IN EFFECT, THEN SUCH OTHER AGREEMENT WILL GOVERN CUSTOMERS DOWNLOAD AND USE OF THE SOLUTION
AND RECEIPT OF HOSTING SERVICES AND/OR PROFESSIONAL SERVICES AND THIS AGREEMENT WILL NOT APPLY EVEN IF YOU ARE
REQUIRED TO CLICK THE BOX AFFIRMING YOUR CONSENT TO THE TERMS OF THIS AGREEMENT.
BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE"I AGREE"BUTTON,ACCESSING OR USING THE BASE SOFTWARE(AS
DEFINED BELOW) WITHOUT AN APPLICABLE OTHER AGREEMENT OR BY OTHERWISE AGREEING IN WRITING TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, YOU SUBMIT TO JIVE SOFTWARE, INC., A DELAWARE CORPORATION ("WE" OR "JIVE"), AN OFFER TO
OBTAIN THE RIGHT TO USE THE SOLUTION AND RECEIVE HOSTING SERVICES AND/OR PROFESSIONAL SERVICES(EACH AS DEFINED BELOW)
UNDER THE PROVISIONS OF THIS LICENSE,HOSTING AND PROFESSIONAL SERVICES AGREEMENT(THE"AGREEMEN- ).
BY CLICKING THE"I AGREE"BUTTON,YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY,POWER AND RIGHT TO FULLY
BIND THE PERSON AND/OR ENTITIE(S) (COLLECTIVELY, THE "CUSTOMER") WISHING TO USE THE SOLUTION LISTED ON THE ORDER
CONFIRMATION PAGE, PRICING SCHEDULE, QUOTE AND/OR INVOICE (EACH AN "ORDER DOCUMENT") WHICH JIVE OR ONE OF ITS
AUTHORIZED RESELLERS(A"RESELLER")PROVIDES TO CUSTOMER IN CONNECTION WITH THE PURCHASE OF LICENSES TO THE SOLUTION
AND RECEIPT OF HOSTING SERVICES AND/OR PROFESSIONAL DESCRIBED BELOW. THE TERMS OF EACH ORDERING DOCUMENT WILL SET
FORTH THE SPECIFIC TERMS OF THE ORDER BUT ALL APPLICABLE TERMS AND CONDITIONS BELOW SHALL APPLY.
IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER OR YOU OR THE CUSTOMER DO NOT AGREE TO ANY OF THE TERMS BELOW,
JIVE IS UNWILLING TO PROVIDE THE SOLUTION,HOSTING SERVICES OR PROESSIONAL SERVICES TO THE CUSTOMER,AND YOU SHOULD NOT
CLICK TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU SHOULD DISCONTINUE THE ORDER, DOWNLOAD AND/OR INSTALLATION
PROCESS AND NOT REQUEST ANY HOSTING SERVICES OR PROFESSIONAL SERVICES.
1.0 ORDERING. The Order Document will specify the Jive standard community software product offering("Base Software"),any Modules or Feature Upgrades
(each as defined below)that Customer is licensing,the number of authorized individual,non-concurrent active users("Users")or Page Views(as defined below),if
applicable, information pertaining to the related hosting services("Hosting Services"), any consulting, configuration, customization or other professional services
("Professional Services")and all other necessary information,including whether the Solution being licensed is the`Private"version(which is designed for use solely
within Customer's organization)or"Public"version(which is designed for use primarily by Users who are not employees or independent contractors of Customer. If
Customer obtains a license to the Public version,then within six months after the launch of the production instance of the Base Solution at least 759%of the Users within
the Virtual Community created by such instance must not be employees or independent contractors of Customer. The Base Software and any Modules and/or Feature
Upgrades acquired by Customer pursuant to an Order Document are collectively referred to as the"Solution". Alt Order Documents are incorporated herein by
reference. Following Jive's acceptance of each Order Document and Customer's payment of any initial Fees(as described in Section 13.0 below)due under such Order
Document, Jive wilt make the Solution available to Customer for download using a password protected account on Jive's website. Jive may make available to
Customer certain optional functionality or hosted services which may be provided as available features within the Base Software("Feature Upgrade")ora separate
stand-alone module("Module"). Certain Feature Upgrades and Modules may require that the Customer agree to certain restrictions provided by Jive or a Reseller in
advance which are in addition to the terms and conditions of this Agreement and Customer agrees to comply with any such restrictions agreed upon in advance in
writing. Any additional or separate pricing associated with Feature Upgrades or Modules will be as set forth on the Order Document or otherwise agreed to by the
parties in writing.Additionally, the Base Software may,as a Feature Upgrade and in Jive's sole discretion,allow Users to access a hosted marketplace known as the
Jive Apps Market(the"Apps Market")which allows Customer and/or Users to purchase one or more applications(each,an"App")that may be used by Users within
each such User's dashboard to the Base Software. Customer may,in its sole discretion,enable or disable any or all such access to the Apps Market by Users and may
approve or disapprove specific Apps for use by Users within the Virtual Community. Each App shall be made available solely in accordance with the terns of the end
user license agreement accompanying the App(the"Apps EULA"),which such Apps EULA shall supersede any conflicting terms or conditions of this Agreement with
respect to Customer's and Users'access to and use of the App.
2.0 SOLUTION,LICENSE GRANTS AND RESTRICTIONS.
2.1 License Grants. Subject to the terms of this Agreement and during the applicable license term,Jive grants to Customer a limited, worldwide, non-
exclusive,non-transferable license,without sublicense rights,to(a)unless otherwise expressly set forth within the Order Document, to permit Users to access,use,
perform and display the Solution through the Hosting Services in connection with the creation and maintenance of(i)a single Virtual Community(as defined below)in
accordance with the authorized license implementation set forth on the Order Document(as further described in Section 2.3 below)and to install and use any related
client-end plug-ins or components on Users'personal computers,and(it)if enabled by Jive,an internal development and testing environment(i.e,sandbox)which is
provided"AS IS"notwithstanding any other provision of this Agreement,and(b)if permitted by live in its sole discretion,install and use the portions of the Solution
made available in source code format solely for internal testing purposes and to create modifications for use within Customer's authorized Virtual Communities
("Customer Modification")to the Solution solely for purposes of developing bug fixes,customizations,or additional features pertaining to the Solution(and no other
product or service),and(c)use and make a reasonable number of copies of any descriptions,instructions,or other documentation made available in connection with the
Solution,if any("Documentation"). For purposes of this Agreement,a"Virtual Community"is an online virtual community of Users that(i)contains a collective,
shared repository for user,group data,and search functionality and(ii)permits access to the underlying database by only one unique instance of the Base Software, The
Solution is deemed accepted upon Customer's receipt. Jive takes no responsibility for and neither makes nor gives any guarantees,conditions or warranties with respect
to any Customer Modifications or the Solution's interoperability with such Customer Modifications. Customer agrees that neither it nor any of its affiliates shall
commence any action or claim against live or its licensees or customers(direct or indirect)or any of their respective successors based upon such party's use of software
or other intellectual property that is similar to any of the Customer Modifications but was independently developed without access to or benefit of the Customer
Modifications. The foregoing covenant shall survive any termination of this Agreement The term of each license to the Solution purchased by Customer as well as the
term for the related Hosting Services will commence on the date that Customer first receives access to the Solution and will continue for the period set forth on the
Order Document. Upon expiration,the license and Hosting Services term will automatically renew for successive terms of one year each at the then current Fees unless
Jive Software Confidential I
either party provides written notice of non-renewal at least 30 days prior to the end of the then current term. The license and Hosting Services term for subsequently
purchased licenses will be pro-rated so that all pre-existing and newly acquired licenses are coterminous.
2.2 License Restriction Except as otherwise expressly permitted under this Agreement,Customer agrees not to:(a)reverse engineer or otherwise attempt to
discover the source code of or trade secrets embodied in the Solution or any portion thereof;(b)distribute,transfer,grant--sublieenses to,or otherwise make available the
Solution or Customer Modifications(or any portion thereof)to third parties(other than authorized Users in connection with providing access to the applicable Virtual
Community),including,but not limited to,making such Solution or Customer Modifications available(i)through resellers or other distributors,or(ii)as an application
service provider,service bureau,or rental source;(c)embed or incorporate in any manner the Solution or Customer Modifications(or any element thereof)into other
applications of"Customer or third patties other than as authorized in applicable Documentation;(d)create modifications to or derivative works ofthe Solution other than
Customer Modifications;(e)reproduce the Solution except that Customer may make up to two archival copies of the Solution solely for backup purposes'.(1)attempt or
permit any third party to attempt to modify,alter,or circumvent the license control and protection mechanisms within the Solution;(g)use or transmit the Solution in
violation of any applicable law,rule or regulation,including any export=import laws,(h)in any way access,use,or copy any portion of the Solution code(including the
logic and=or architecture thereof and any trade secrets included therein)to directly or indirectly develop,promote,distribute,sell or support any product or service that
is competitive with the Solution or(i)remove,obscure or alter any copyright notices or any name,trademark,service mark,tagline,hyperlink or other designation of
Jive displayed on any display screen within the Solution("Jive Marks"). Customer shall not permit any third party to perform any of the foregoing actions and shall be
responsible for all damages and liabilities incurred as a result of such actions. The Solution is a"commercial item,"as that term is defined at 48 C.F.R.2.101 (OCT
1995),and more specifically is"commercial computer software"and"commercial computer software documentation,"as such terms are used in 48 C.F.R. 12.212
(SEPT 1995). Consistent with 48 C.F.R.12.212 and 48 C.F.R.227.7202-1 through 227.7202-4(JUNE 1995),the Solution is provided to U.S.Government End Users
(i)only as a commercial end item and(ii)with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
2.3 License Implementation Tvpes. Except with respect to the Modules or Apps,each Order Document will designate which of the following Solution license
implementation types the Customer will receive: (a)User License:Under this licensing scheme,Customer may allow use of the Solution by no more than the number
of Users specified in the relevant Order Document;and(b)Page View License:Under this licensing scheme,Customer may permit use of the Solution by an unlimited
number of Users,as follows:(i)As used herein,a"Page View"means each request for a visually displayed impression of content presented by the Solution, including
HTML content and content generated by asynchronous requests within the Solution.(ii)each applicable Order Document shall set forth the following Fees: (1)a table
of monthly Page View ranges(i.e.,0-500,000 or 500,001 to 1,000,000 monthly Page Views)(each,a"Page View Range"),(2)for each Page View Range,the
associated monthly charge(the"Monthly Charge")and(3)the initial estimated Fee payable by Customer for use of the Solution in connection with a single Virtual
Community for the applicable license term or renewal license term,(the"Initial Page View License Fee"). The Initial Page View License Fee will be based upon
Customer's anticipated and designated Page View Range as set forth on the Order Document("Designated Page View Range"). The Initial Page View License Fee
shall be payable in advance of the applicable license term or renewal license term within 30 days after Jive's issuance of the relevant invoice_ If Customer has licensed
the Solution for use in connection with multiple Virtual Communities,all Page Views for all Virtual Communities will be aggregated for purposes of the calculations in
this Section 2.3;(iii)on a monthly basis during applicable license term,Jive shall track and deliver or make available to Customer a report summarizing the total
number of actual Page Views during the preceding month("Monthly Page Views"). During the applicable license term,if at any time the Monthly Page Views exceed
the Designated Page View Range,Jive shall invoice Customer for excess Fees based upon the difference between the applicable Monthly Charge for the Designated
Page View Range and the actual Page View Range and Customer shall pay to Jive all such Fees,including applicable excess Monthly Charges plus a 20%overage
charge,in accordance with Section 13.0 below;and(iv)upon the commencement of any renewal license term,Customer shall pay to Jive the applicable Initial Page
View License Fee for such renewal license term. The license implementation type for Modules will be based on the Module being acquired and will be as set forth in
the relevant Order Document and all Apps are licensed under the licensing scheme referenced in the App FULA.
2.4 Bankruptcl All licenses granted pursuant to this Agreement are,for purposes of Section 365(n)of the U.S.Bankruptcy Code,deemed to be licenses of
rights to"intellectual property"as defined under Section 101 of the U.S.Bankruptcy Code. In any bankruptcy or insolvency proceeding involving Jive,Customer,as
licensee of such rights,will retain and fully exercise all of its rights and elections under the U.S.Bankruptcy Code,which will apply notwithstanding conflict of law
principles.
3.0 SUPPORT AND MAINTENANCE. Solution support and maintenance services(`Support Services")may be ordered at the"Standard"or"Premium"level.
Pricing for such Support Services will be set forth on the Order Document;provided,however,that Standard Support Services shall he provided in connection with
each subscription license for no additional cast. The terms of Standard and Premium Support Services can be found on Jive's website at www jivesofhuare.com;7egai.
4.0 HOSTING SERVICES. Jive will be responsible for the provision of Hosting Services including the implementation of updates and upgrades to the Solution
provided as part of Support Services. Customer's designated administrative users("Admin Users")will have access to a restricted-access administrative interface
feature which allows for configuration,management and monitoring of and restricting access to the Solution. Customer is solely responsible for all actions taken by
Admin Users or through use of the passwords provided to such Admin Users.All data and information maintained or stored in the hosted Solution(`Hosted Data")will
be accessible via all Users in the Virtual Community unless otherwise configured by the Admin Users. Customer is responsible for the content and use of all Hosted
Data and will indemnify Jive for any losses incurred as a result of such Hosted Data. Customer and its Users will not upload as part of the Hosted Data any of the
following types of information and Jive assumes no liability with respect to such information: (a)information protected under the privacy or security regulations issued
pursuant to the Health Insurance Portability and Accountability Act of 1996(HIPAA),and(b)personally identifiable information including(i)drivers license numbers,
(ii)passport numbers,(iii)social security,tax ID or similar numbers,or(v)bank,checking,credit card,debit card,or other financial account numbers. Customer and
all Users will comply with Jive's Acceptable Use Policy (located at wwwjivesoftware.com/legal) and will otherwise use the Solution and Hosting Services in
compliance with applicable laws and in a manner that does not violate or infringe any rights of any third party. Customer is responsible for establishing and enforcing
terms of use and privacy policies for the Virtual Community;provided that at a minimum,such terms and policies must include the restrictions set forth in this Section
4.0. Jive may set up a private user account to provide automated access to the hosted Solution for testing purposes.
5.0 PROFESSIONAL SERVICES. If indicated in an Order Form,Jive will perform Professional Services. The particulars of each Professional Services engagement
will be as set forth in one or more statements of work(each an"SOW")entered into by the parties. Customer will provide all assistance reasonably-requested by Jive in
connection with the Professional Services. Jive will retain all right,title and interest in and to all deliverables(including any and all intellectual,property rights therein)
provided under each SONNY("Deliverables")except to the extent that they contain any information that Customer can document is its proprietary and confidential
information. Customers rights to the Deliverables shall be the same as Customer's rights to the Solution.
5.0 PUBLICITY. During the Term of this Agreement,Customer hereby agrees that Jive shall have the right,but not the obligation,to include Customer's name and
logo as a customer who uses the Solution on the Jive website and in other materials promoting the Solution.
7.0 PROPRIETARY RIGHTS. As between the parties, Jive will retain all ownership tights in and to the Jive Marks, the Solution (including any optional
functionality), the Documentation,Deliverables, all updates and upgrades provided as part of Support Services and other derivative works of the Solution and/or
Documentation that are provided by Jive,and all intellectual property rights incorporated into or related to the foregoing. Customer acknowledges that the goodwill
associated with the Jive Marks belongs exclusively to Jive and,upon request,Customer will modify or cease its use of any Jive Marks. All rights not expressly licensed
by Jive under this Agreement are reserved.
8.0 WARRANTIES AND DISCLAIMER.
8.1 Warranties. Jive warrants that the Solution,as delivered and when used in accordance with the Documentation,(a)will perform in all material respects as
specified in such Documentation for a period of 90 days from Customer's initial receipt of or access to the Solution,and(b)will not contain,any"back door,""time
bomb;'"Trojan horse,""worm.""drop dead device, virus,""preventative routines"or other computer software routines intentionally designed to permit unauthorized
access to or use of either the Solution's or Customer's computer systems("Viruses");provided that the Base Software does include functionality that prevents access to
and use of the Solution in the event that Customer fails to pay the applicable Fees when due. In the event of any breach of the warranty in subsection(a)above,Jive
shall,as its sole liability and Customer's sole remedy,diligently remedy any deficiencies that cause the Solution to not conform to the foregoing warranty promptly
after its receipt of written notice from Customer. Jive will not be liable to the extent that any breach of the foregoing warranties are caused by(i)third-party
components (including in combination with the Solution) not provided by Jive or any open source components or freeware included within the Solution; (ii)
Jive Software Confidential 2
modifications to the Solution;(iii)unauthorized use or use of the Solution other than in accordance with the Documentation or(iv)Viruses introduced by Customer or
its agents or Users(collectively,"Exclusions').
8.2 Disclaimer. THE EXPRESS WARRANTIES IN SECTION S.1 ARE THE EXCLUSIVE WARRANTIES OFFERED BY JIVE AND ALL OTHER CONDITIONS AND WARRANTIES,
INCLUDING,WITHOUT LIMITATION,ANY CONDITIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGFIMENT,ACCURACY,QUIET ENJOYMENT,
TITLE,MERCHANTABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED. JIVE DOES NOT WARRANT
`THAT CUSTOMER'S USE THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE,THAT ERRORS WILL BE CORRECTED OR THAT IT WILL BE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, THE SOLUTION(INCLUDING ALL COMPONENTS THEREOF),THE SUPPORT SERVICES,THE HOSTING SERVICES,THE PROFESSIONAL SERVICES
AND ALL DELIVERABLES ARE PROVIDED"AS IS"AND WITHOUT WARRANTY OF ANY KIND.
9.0 INDEMNIFICATION. Jive will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a
claim that the Solution(or any component thereof owned by Jive) infringes any United States copyright or misappropriates any trade secret rights and Jive will pay
those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a
monetary settlement of such action. The foregoing obligations are conditioned on Customer notifying Jive promptly in writing of such action,Customer giving Jive
sole control of the defense thereof and any related settlement negotiations,and Customer cooperating and,at Jive's reasonable request and expense,assisting in such
defense. If the Solution(or any component thereof awned by Jive)becomes,or in Jive's opinion is likely to become,the subject of an infringement claim,Jive may,at
its option and expense,either(a)procure for Customer the right to continue exercising the rights licensed to Customer in this Agreement,or(b)replace or mo&t�the
Solution so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in Jive's reasonable opinion,commercially
reasonable,Jive may terminate this Agreement and will refund to Customer a pro-rata portion of any applicable prepaid Fees. Notwithstanding the foregoing,Jive will
have no obligation under this Section 9.0 or otherwise with respect to any infringement claim based upon(I)any Exclusions,or(ii)continued use of Point Release of
the Solution(other than the then-current version of the Solution)that is more than 12 months old where"Point Release"defined as a progressing of the I st or 2nd digit
of the version release number in a three point version control system,as applicable(e.g.,v3.5 to v4.0 or v4.1 to v4,2)). This Section 9.0 states Jive's entire liability and
Customer's sole and exclusive remedy,for infringement claims and actions
10.0 LIMITATIONS ON LIABILITY. TO THE EXTENT PERMITTED BY LAW,IN NO EVENT SHALL JIVE BE LIABLE TO CUSTOMER,USERS OR TO ANY THIRD PARTY IN
CONNECTION WITH THIS AGREEMENT.INCLUDING THE SOLUTION,SUPPORT SERVICES AND INTELLECTUAL PROPERTY PROVIDED HEREUNDER,WHETHER UNDER THEORY
OF CONTRACT,TORT OR OTHERWISE,FOR(A)ANY INDIRECT,INCIDENTAL,PUNITIVE,CONSEQUENTIAL,OR SPECIAL DAMAGES(INCLUDING ANY DAMAGE TO BUSINESS
REPUTATION,LOST PROFITS OR LOST DATA),WHETHER FORESEEABLE OR NOT AND WHETHER JIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR(B)ANY
AMOUNTS IN EXCESS OF THE TOTAL OF THE FEES ACTUALLY PAID AND THE FEES PAYABLE TO JIVE BY CUSTOMER UNDER THIS AGREEMENT DURING I HE ONE YEAR
PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.
11.0 CONFIDENTIALITY. The Solution and all trade secret information incorporated therein or derived,directly or indirectly,therefrom are confidential information
of Jive. Customer shall keep in confidence and trust and not disclose or disseminate,or permit any employee,agent or other party working under Customer's direction
to disclose or disseminate,the substance of any such confidential information of Jive. The commitments in this Agreement will not impose any obligations on
Customer with respect to any portion of the received information which,as evidenced by independent documentation:(a)is now generally known or available or which
hereafter,through no act or failure to act on Customer's part,becomes generally known or available;or(b)is rightfully known to Customer at the time of receiving such
information. Customer acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Jive's confidential information and
that Jive may seek,without waiving any other rights or remedies,such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
12.0 TERM,TERMINATION AND EFFECT. This Agreement shall continue in effect until terminated as set forth herein. The applicable license term and Hosting
Services term for each license purchased will be as set forth in the applicable Order Document. This Agreement may be terminated by either party if the other party
materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice thereof from the non-breaching party(except that such
cure period shall be five days for breaches of Sections 2 or 13). Additionally,a particular Order Document may be terminated by Jive in the event that Customer fails to
pay applicable Fees when due. Upon any termination of this Agreement,without prejudice to any other rights or remedies which the parties may have,(a)all rights
licensed and obligations required hereunder shall immediately cease(including Customer's and Users' right to access and use the hosted Solution); provided that
Sections 2.2,7,0,9.0 though 12.0 and 15.0 shall survive termination,(b)Customer will promptly delete and destroy all instances of the Solution in its possession or
control(if any),and(c)Customer shall pay to Jive any outstanding Fees that have accrued prior to the date of termination.
13.0 FEES AND PAYMENT. Subject to the terms and conditions below,all fees for the Solution licenses,Hosting Services,Professional Services and/or Support
Services will be set forth on the applicable Order Document("Fees"). Unless otherwise agreed to in writing by the parties,Customer will pay to Jive or the Reseller,as
applicable,all undisputed Fees owed within 30 days after Jive's issuance of an invoice pertaining thereto. Payments will be sent to the address included on the invoice.
All amounts payable shall be in the currency of the United States and specifically exclude(and Customer is responsible for)any and all applicable sales,use and other
taxes,(other than taxes based on Jive's income). Each party is responsible for its own expenses under this Agreement.
14.0 AUDIT. Not more than once each year,Jive will have the right to perform an audit to verify that Customer is using the Solution in compliance with this
Agreement. That audit will be performed during normal business hours upon not less than IS days'prior written notice to Customer. That audit will be conducted at
Jive's sole cost and expense and will be subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during
the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 5%any license Fees payable under this Agreement during the
period covered by the audit,Customer will pay Jive the amount of that underpayment and,in addition,will reimburse Jive's reasonable and actual costs for that audit.
15.0 MISCELLANEOUS. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an
employer-employee relationship,a partnership,agency relationship or a joint venture between the parties. Each party will be excused from any delay or failure in
performance hereunder,other than the payment of money,caused by reason of any occurrence or contingency beyond its reasonable control,including but not limited to
acts of God,earthquake,labor disputes and strikes,riots,war and governmental requirements. The obligations and rights of the party so excused will be extended on a
day-to-day basis for the period of time equal to that of the underlying cause of the delay. This Agreement controls the actions of all party representatives,officers,
agents,employees and associated individuals. The terms of this Agreement shall be binding on the parties,and all successors to the foregoing. Customer will not
assign,transfer or delegate its rights or obligations under this Agreement(in whole or in part)without Jive's prior written consent. Any attempted assignment,transfer
or delegation in violation of the foregoing shall be null and void. All modifications to or waivers of any terms of this Agreement must be in a writing that is signed by
the parties hereto and expressly references this Agreement. This Agreement shall be governed by the Jaws of the State of Oregon,without regard to Oregon conflict of
laws rules. The exclusive venue and jurisdiction for any and all disputes,claims and controversies arising from or relating to this Agreement shall be the state or federal
courts located in Multnomah County,Oregon, Each party waives any objection(on the grounds of lack of jurisdiction,forum non convemens or otherwise)to the
exercise of such jurisdiction over it by any such courts, The United Nations Convention on Contracts for the International Sale of Goods will not apply to the
interpretation or enforcement of this Agreement. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null,
void or otherwise ineffective or invalid by a court of competent jurisdiction,(a)such provision shall be deemed to be restated to reflect as nearly as possible the original
intentions of the parties in accordance-with applicable law,and(b)the remaining terms,provisions,covenants and restrictions of this Agreement shall remain in full
force and effect.No waiver ofany breach of any provision of this Agreement shall constitute a waiver of any prior,concurrent or subsequent breach of the same or any
other provisions hereof,and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party- This Agreement
includes any applicable Order Documents, Collectively the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements or communications,including,without limitation,any quotations or proposals submitted by Jive. The terms on
any purchase order or similar document submitted by Customer to Jive will have no effect and are hereby rejected. All notices,consents and approvals under this
Agreement must be delivered in writing by courier,by facsimile,or by certified or registered mail,(postage prepaid and return receipt requested)to the other party at its
main corporate headquarters and sent to the attention of such party's Chief Executive Officer.
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