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Home My WebLink AboutC-2139SOFTWARE MAINTENANCE AGREEMENT \\ 00 •-7 0 C -2139 THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement ") is made and entered into this 24th Day of February, 2005, by band between MOSTWANTEDSOFTWARE, LLC, a California limited liability company ( "Licensor "), and Arcadia Police Department ( "Customer "). RECITALS: A. Pursuant to the terms of the Software License Agreement dated 2/24/2005, by and between Licensor and Customer, Licensor has licensed to Customer a software product entitled "The Law Enforcement Administrative Database (L.E.A.D.)" to be used by law enforcement agencies for the purposes of organizing and operating various administrative functions for law enforcement agencies from a single database (the "Software "). B. Customer now desires to obtain certain software maintenance services from Licensor, and Licensor now desires to provide certain software maintenance services to Customer, pursuant to the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensor and Customer hereby agree as follows: AGREEMENT 1. Software Covered. The software covered by this Agreement is the Software, as more fully described in the Licensing Agreement, as the Software may from time -to -time be updated with improvements or modifications furnished to Customer under either the Licensing Agreement or this Agreement. During the term of this Agreement, Licensor shall supply Customer with any improvements or modifications to the Software which are not charged for by Licensee as discretionary options to the Software. 2. Correction or Replacement. During the term of this Agreement, Licensor shall correct or replace the Software or provide the services necessary to remedy any programming error which is attributed to Licensor and which significantly affects Customer's use of the Software. Such correction or replacement services shall be promptly accomplished after Customer has identified and notified Licensor of any such error in accordance with Licensor's reporting procedures. 3. Customer Support. Customer agrees to provide Licensor with data extracts, as requested, and with sufficient support and test time on the Customer's computer system to duplicate the problem, certify that the problem is with the Software, and certify that the problem has been corrected. Customer also agrees to provide Licensor with reasonable Internet access to the Software for purposes of allowing Licensor to carry out its responsibilities under this Agreement. 4. Term. The term of this agreement shall commence upon the effective date of the Licensing Agreement, and shall continue for a period of one year thereafter, after which it may be terminated by either parry on thirty (30) days' prior written notice. 5. Price and Payment. Customer shall pay to Licensor the annual maintenance fee designated for the Software in Schedule A attached hereto and incorporated herein by this reference (the "Maintenance Fee "). The Maintenance Fee shall be payable annually in advance in full without any right of set -off or deduction. Any other amounts payable by Customer to Licensor under this Agreement shall be paid to Licensor within Thirty (30) days from the date of install. If Customer should wish to cease use of the Software, $262.50 will be refunded to the Customer for every Thirty (30) day period this contract is still in effect and for which Customer has prepaid the Maintenance Fee. 6. Travel Expenses. Customer shall reimburse Licensor for any reasonable out -of- pocket expenses incurred at Customer's request, including travel to and from Customer's site, lodging, meals, telephone and shipping, as may be necessary in connection with the duties performed under this Agreement by Licensor. 7. Adiustments to Terms and Conditions. At any time after the expiration of the initial one -year term of this Agreement, Licensor may change its Maintenance Fees, time and material charges and other terms and conditions of this Agreement upon sixty (60) days advance written notice to Customer. 8. Title to Software Systems and Confidentiality. Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this Agreement shall remain proprietary to the Licensor. The Software or any improvements, modifications or changes to the Software provided herein and all copies thereof are proprietary to Licensor and title thereto remains the Licensor. All applicable rights to patents, copyrights, trademarks, and trade secrets in the Software and the improvements, modifications and changes thereto are and shall remain the proprietary property of the Licensor. Customer shall not sell, transfer, publish, disclose, display or otherwise make available the Software or improvements, modifications or changes thereto or copies thereof to any third parties. Customer agrees to secure and protect each program, software product and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to each program or software product to satisfy its obligations hereunder. All copies of the Software, or improvements, modifications or changes thereto made by the Customer including translations, compilations, partial copies with modifications and updated works are the property of Licensor. Violation of any provisions herein shall be the basis for immediate termination of this Agreement. Termination of this Agreement shall be in addition to and not in lieu of any equitable remedies available to Licensor under applicable law. 9. Exclusion of Liability. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED BY CUSTOMER OF THE POSSIBILITY OF SUCH DAMAGES. 10. Termination. In the event of the termination of the Licensing Agreement and the end of its term or otherwise, all unpaid maintenance fees or charges payable for the term of this Agreement shall become due and payable by Customer to Licensor and Licensor's obligations under this Agreement shall immediately end. Licensor may terminate this Agreement in the event of any default by Customer under the terms of this Agreement or the Licensing Agreement. 11. Taxes. Customer shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, national, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement. Without limiting the " ' • • foregoing, Customer shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor. 12. Headings. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. 13. Validitv. If any provisions of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions oh this Agreement. 14. Binding. This Agreement will be binding upon and inure to the benefits of the parties hereto, their respective successors and assigns. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Licensor. 15. No Waiver. Failure by either parry to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. 16. Solicitation. Customer shall not solicit the employment of nor employ any of Licensor's personnel who has been directly involved in the development, sale, installation, maintenance or support of the Software for a period of two (2) years from the later of the termination of such individual's employment with Licensor or the termination of this Agreement. 17. Governing Law and Venue. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed under the laws of the State of California. The parties to this Agreement agree that venue for any litigation arising under this Agreement shall be in the County of Los Angeles, State of California, if instituted in the State courts, or the Central District of California (Los Angeles), if instituted in the Federal courts. 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 19. Modifications. Any changes in this Agreement shall be embodied in a written amendment to this Agreement, signed by both parties, and shall be effective from the date specified in the amendment. 20. Notice. Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered to the address set forth in this Agreement, and addressed to the attention of Licensor: Most Wanted Software, LLC 7816 N. Sanders Avenue Clovis, CA 93619 Facsimile No.: (559) 323 -9485 Attention: Mark Gerlach Licensee: Arcadia Police Department 250 West Huntington Drive Arcadia, CA 91066 -6021 Facsimile No.: (626) 447 -6581 Attention: Captain Bob Sanderson Notice shall be deemed to have been received by any party, and shall be effective, (i) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified or (ii) on the third day after which such notice is deposited, if mailed by certified, first class, postage prepaid, return receipt requested mail. 21, Survival. Sections 8, 9 and 11 shall survive the termination of this Agreement for any reason. 22. Entire Agreement. This Agreement and its attached Schedules comprise the entire Agreement between the parties regarding the subject matter hereof and supercedes and merges all prior proposals, understandings and all other agreements, oral and written between the parties relating to the Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. "Licensee" City of Arcadia By: 14 '� Name: William R. Kelly Title: City Manager Date: 4,15,te Approved as to Form: n City Attorney, City of Arcadia "Licensor" MOSTWANTED SOFTWARE, LLC, a California limited liability company By: zQ;', Name: Mark Gerlach Title: CEO Date: 3 12 %-J J p Concurrence: Department Head SCHEDULE A Price and Specifications LEAD. program (30 authorized users) * Sales tax Q 8.25% Total $3,150.00 $ 259.87 $3,409.87 (Annual maintenance fee based on 30 authorized users. Per Article IV, section 4.1 of the licensing agreement, payment is due 30 days after installation of the software.)