Master License Agreement Number, _SN931 1 01111. 6
This Non -Exclusive Software License Agreement ( hereinafter " Agreement") made as of this iLday of _November, 1993 is entered into by and between Hitech Systems, ( hereinafter " Hitech") a California Corporation having its corporate offices at 1964 Westwood Boulevard, Suite 435, Los Angeles, California 90025, and The Cit of Redondo Beach California ( hereinafter , Customer") with City Hall location at 41, 5 Diamond Street Redondo Beach California 90277.
WHEREAS, Customer desires to license from Hitech for non-exclusive and on (
transferrablereinafte e use the
software, source code, documentation, manuals, utilities and related items and informatir collectively referred to as " Program Product") listed in Exhibit A attached hereto and incorporated by reference; and
WHEREAS, Hitech desires to license Program Product to Customer for a good and valuable consideration;
NOW, THEREFORE, the parties agree that the following terms and conditions will govern the licensing of the Program Product:
I License
1, 1 Hitech hereby grants to Customer and Customer hereby accepts the non-exclusive nontransferrable license to use Program Product specified in Exhibit A, attached hereto and incorporated by reference, according to the terms and conditions specified in this Agreement. 0 Customer expressly agrees to and accepts these terms and conditions and agrees to abide by the limitations of this Agreement,
1, 2 Customer shall be granted license to use Program Product on the following computer system hereinafter "'System")
Computer System Vendor, Model and Serial Number: Prime 665th S N Customer agrees to notify Hitech in writing in the event that System is, changed, replaced or upgraded. Notice shall be made at least thirty ( 30) business days prior to the date on which the change of System is expected to occur. Notice shall be provided in the manner specified in paragraph 10- 1 of this Agreement. Customer agrees and acknowledges that change in System may result in additional licensing fees, the payment of which shall be requireerdmay be before
the License may be extended or
modified. In the event of such a change, Custom
required to pay an upgrade fee calculated as the difference of the cost of Program Product between the original and new systemis. In no event will any portion of fees be returned or refunded as the result of a system change or upgrade by Customer,
1. 3 Customer represents that System shall remain located at the following address ( hereinafter Location"):
System Location: 415 Diamond Street Redondo Beach California 90277 Customer agrees to notify Hitech in writing in the event that Location is changed, Notice shall be made as soon as possible but at least ten ( 10) business days prior to the date on which the change of Location is expected to, occur.
Notice shall be provided in the manner specified in
paragraph 10. 1 of this Agreement.
Rev 11/ 09193 - Page 1
Non, -Exclusive Software License Agreement
1. 4 Customer acknowledges and agrees
that it is a licensee of Hitech and that the license shall be
non-exclusive and non- transferrable. All rights, title and ownership, including intellecual property rights, shall remain with Hitech Systems, Inc. Customer acknowledges that Program Product contains valuable trade secret information proprietary to Hitech Systems, Inc. and that all rights thereto shall remain with Hitech Systems, Inc.
1. 5 Source Code, if provided to Customer, is for Customer' s reference onlymethods, Source
programming
Code refers
to all human -readable programs,
data, know-how, techniques,
practices, structures, utilities, and other materials and information which are used to create or are essential to the creation of the executable versions of Program Product. 1 , 51 Customer recognizes and acknowledges that source code repritechesents stems ,
a valuaIncble
trade secret of Hitech Systems and is a copyrighted work of HSy.
Customer further represents and
acknowledges that all methods, know-how,
programming practices, structures, techniques and other information, procedures or methodologies embodied in Source Code are propriety to and represent valuable trade secrets of Hitech Systems.
1. 5, 2 Source code is to be maintained in a
secure location on its originotheral
Customer shall not remove or permit the removal of any labels or identifying source code as property of Hitech Systems, Inc, Customer shall not permit the copying of source code by any means. if loaded onto System, customer shall ensure the integrity of Source Code by restricting access to directories containing source code. Customer shall not make backup copies of source code nor shall it permit backup copies, to be made as part of Customer' s normal backup routine.
1. S Derivative Works. Derivative works shall include, but shall not be limited to, features; bug fixes; workarounds; new or
additional functionality, systems,
modulrorams;
p
with iPronterfgram ace
programs; utilities; documentation; methods; procedures; etc., that for use Product provided to Customer as part of this license agreement.
1. 61 In the event that derivative works are developed by Customer, Customer acknowledges and agrees that all derivative works shall be the exclusive, property of Hitech Systems, Inc. Customer shall have no rights in derivative works save that Customer shall be granted a perpetual non- transferrable non-exclusive license to use for its own benefit said derivative works subject to the terms and conditions of this Agreement,
1. 6, 2 Customer shall notify Hi:tech immediately upon cornmencement oe f
dcode, evelotechnical
pment of
any derivative work,
Customer shall provide Hitech with sourc
assistance, documentation and all other materials related to said derivative works,
1. 6. 3 Hitech makes no representation or warranty that future versions of Program Product shall be consistent with or compatible with derivative works developed by Customer.
2 License Fee
pursuant to this Agreement, Customer shall 2. 1 In consideration of the rights granted to Customer pay Hitech a License Fee ( hereinafter "' Fee"') specified for each product in Exhibit A, Rev 11 109/ 93 - Page 2
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Non -Exclusive Software License Agreement
2. 2 Payment Terms, Payment of Fee is dueupon receipt of invoice, unless other arrangements are agreed to in writing by the parties hereto. In the event that payment is not received within thirty ( 30) days, interest on the outstanding
amount shall accrue at the rate, of 1. 5% per
month.
3 Customer' s Representations and Warranties
3. 1 Customer represents and warrants that it will not modify or permit anyone else to modify the Program Product without Hitech' s prior written consent. 3, 2 Customer shall give H,itech notice as to any defects in the Program Product within thirty ( 30) days of receipt of the Program Product.
33 Customer shall establish a mailing address to which Hitech may send all correspondence and materials. Unless otherwise notified in writing,. Hitech, may assume that such mailing address is that address specified on page 1 of this Agreement.
4 Unauthorized Use
4. 1 Customer agrees to notify Hitech, within twenty-four ( 24) hours of the discovery of unauthorized use, of the circumstances surrounding any unauthorized possession, use or knowledge of the whole or any part of the Program Product or physical embodiment thereof, or other information made available pursuant to this license, by anyone other than persons authorized by this license to have such possession, use or knowledge.
4. 2 The Program, Product is serialized. Each copy of the Program Product is identified by, a serial number and Customer' s name, which will appear when the Program Product is run.
Customer
shall make all reasonable efforts to prohibit unauthorized use of program Product. In the event it is, discovered that unauthorized use of the Customer' s copy has been made due to the failure of Customer' s efforts to adequately and reasonably protect Program Product, Customer agrees to pay liquidated damages to Hitech in an amount equal to the then current license fee for Program Product for each separate CPU on which the unauthorized use has been made, 4, 3 Use of Program, Product on the Prime Model _ system S/ N hereinafter " Hot Backup System"") shall be permitted so long as this use is consistent with the terms and conditions of this agreement and is for " Hot Backup" use, that is use when the System specified on Page 1 of this Agreement is unavailable due to downtime or other failure of System. Not Backup use does not include and is not permitted for load balancing or lack of capacity of System specified on Page I of this Agreement.
Warranties and Liabilities. The following warranties are in lieu of all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
Non -Exclusive Software License Agreement
5. 1 Hitech warrants that the Program Product, when properly installed and used, will be in good working order and reasonably conform to current specifications as published in the then -current manual that describes the facilities of the Program Product, Hitech shall only be obligated to correct a defect in the Program Product if given reasonable notice within 30 days after the date of receipt of the Program Product by Customer, Should Hitech be unable to correct a defect then Hitech' s sole obligation shall be to refund any license fees paid by Customer upon return of the Program Product and related materials to Hitech. Hitech' s sole liability for the failure of the program Product is to make all necessary corrections in accordance with current specifications. Hitech makes no warranty that the operation of the Program Product will be uninterrupted or error free, Program Product is, not warranted for incompatible environments.
5. 2 Magnetic Media and Documentation. Hitech warrants that if the magnetic media or documentation is in a damaged or physically defective condition at the time that the license is purchased, and if they are returned ( postage prepaid), to Hitech Systems within thirty ( 30) days Of Purchase, Hitech will provide the licensee with replacements, at no charge. 5, 3 Hitech warrants that if a Program Product fails to substantially conform to the specifications in the documentation and if the nonconformity is reported to Hitech in writing within forty-five 45) days from the date that the license is purchased, then Hitech shall remedy the nonconformity or offer to refund the License Fee to the licensee upon return of all copies of the software and documentation to Hitech. In the event of a refund, the licensee' s right to use the software shall automatically expire.
5. 4 Modification to the Program Product or any part thereof by the Customer without Hitech' s written consent shall void any and all warranties contained therein, 5, 5 DISCLAIMERHITECH SYSTEMS MAKES NO WARRANTY, REPRESENTATION OR PROMISE
NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, HITECH SYSTEMS DISCLAIMS AND
EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. HITECH SYSTEMS DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL SATISFY PARTICULAR REQUIREMENTS OR THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF PROGRAM PRODUCT WILL BE UNINTERRUPTED, HITECH SYSTEMS, INC.
SHALL IN NO WAY BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF HITECH SYSTEMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, CUSTOMER AGREES THAT HITECH' S OBLIGATIONS AND WARRANTIES SHALL BE LIMITED TO THOSE EXPRESSED ABOVE. HITECH ASSUMES NO RESPONSIBILITY FOR THE REPAIR
OR REPLACEMENT OF DATA WHICH MAY BE DAMAGED OR LOST THROUGH THE FAILURE OF PROGRAM PRODUCT.
5, 6 Hitech Systems warrants an; d represents to the best of its knowledge that Program Product does not infringe on any patents, copyrights, or any rights of third parties. Hitech agrees to defend and indemnify Customer from any such liability or claims.
Non, -Exclusive Software License Agreement
6 Proprietary Information and Non -N iscIOSLIre
61 Customer agrees not to remove any product identification or notices of any proprietary restrictions from the Program Product or accompanying materials. Hitech has exclusive ownership of the Program Product, derivative works, patents, copyright, trademarks, trade secrets and proprietary information. Customer acknowledges that all such items are confidential and trade secret information belonging solely to Hitech. Customer shall keep all such items strictly confidential and shall not use such items except pursuant to this Agreement. After termination of this Agreement, Customer shall not utilize or disclose such items.
6. 2 Customer agrees to reproduce Hitech Systems, Inc.' s copyright notice on copies of Program Product and on all copies of materials relating to Program Product.
6. 3 Customer shall ensure that Program Product, or any portion thereof, whether residing on magnetic media or in any other form, are not distributed or otherwise made available by Customer or agents or employees of Customer to individuals or organizations not specifically authorized to make use of Program Product by this License Agreement,
6. 4 customer shall instruct its employees, and agents having access to Program Product not to copy or otherwise duplicate or
attempt to duplicate Program Product. Customer shall instruct employees and agents as to the proprietary and trade secret nature of Program Product,
6. 5 Customer shall ensure that reasonable security measures, are in place to safeguard Program Product from access by unauthorized personnel and from theft.
6. 6 Customer recognizes the proprietary nature of Program Product, and shall not, for the duration of this Agreement or at any time thereafter, perform any of the following acts'.
6. 6. 1 Make any unauthorized copies or duplicates or permit anyone else 10 copy or duplicate any physical embodiments of the Program Product; 6, 6, 2 Create or recreate, or attempt to create or to recreate, or permit anyone else to create or recreate, or attempt to create or to recreate, the source programs, object programs or any other aspect of the Program Product;
6. 6. 3 To use program product at Location or on System not specifically designated in this Agreement;
66.4 To use Program Product in any manner inconsistent with this Agreement.
6. 7 Upon termination of this Agreement and thereafter, Customer shall not utilize or divulge any confidential information or trade secrets provided by Hitech,
6. 8 Customer recognizes and acknowledges that failure on the part of Customer to protect Program Product can cause irreparable harm to Hitech Systems, Inc. and that Customer shall be liable for damages to Hitech which result from Customer' s failure to protect Program Product, Customer agrees that because of the special nature of Program Product, monetary damages will be inadequate to compensate for such irreparable harm caused by Customer' s breach of this Agreement and that injunctive relief will be an appropriate remedy to enforce the provisions of this Agreement.
6. 9 Customer' s obligations under this paragraph 6 shall survive and continue for a period of five f5 years beyond the term of this Agreement.
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Non -(Exclusive Software License Agreement
7 Term
7. 1 This Agreement shall become effective upon the execution hereof by Customer and H,itech and shall remain in full force and effect until terminated pursuant to the applicable paragraph( s) of this Agreement.
8 Termination
8. 1 A party desiring; to terminate this Agreement for cause shall be required to provide the other party with written notice of its intent to terminate this Agreement for cause at least thirty ( 30) days in, advance of the date set for termination. Said notice must contain the cause($) for termination along with a proposed remedy for each cause cited. Upon receipt of such notice, the receiving party shall have thirty ( 30) days within which to accept and implement the proposed remedies) or to reject them and present a counter proposal for remedy. In the event that even after reasonable attempts at good faith negotiations are made an impasse is reached, dispute resolution shall proceed in accordance with section 10 9 of this Agreement. 8,.2 Each party shall have the right to terminate this Agreement by written notice to the other party in the event that the receiving party shall file, or have filed against it, a petition to declare it insolvent or bankrupt, or file a petition for reorganization under the provisions of Federal bankruptcy law, or make an assignment or other arrangement for the benefit of its creditors, have all or any substantial portion of its capital stock or assets expropriated by any government, be dissolved or liquidated; be a party to a merger, consolidation or other ed bycoanrpother
orate
reorganization in which it is, not the survivor; have a majority of its stock acquir party; or have all or substantially all of its assets acquired by another party. if Hitech terminates this Agreement for any of the above reasons, Customer shall not be entitled to any refund of the Fee,
8. 3 Each party shall have the right to terminate this Agreement upon breach of any provision by the other party. Disputes relating to breach shall, be resolved in the manner set forth in paragraph 8, 8. 1, In the event of termination by H,itech due to breach on the part of customer, Customer shall not be entitled to any refund of the Fee.
8. 4 Upon termination of this Agreement, Customer shall immediately cease using the Program Product, Within thirty ( 30) days of termination of this Agreement, Customer shall deliver to Hitech, all materials furnished by Hitech and shall destroy all copies and render unusable all information placed in any storage facility. Customer shall also warrant in writing that all materials, and copies have been returned or destroyed, that all use of the Program Product or any portion thereof has been discontinued, and that the provisions of this Agreement relating to proprietary information and non -disclosure shall remain in full force and effect. 9, Default
9. 1 if Customer defaults with regard to any provision concerning proprietary information and non- disclosure referred to in Paragraph 6 above, or in the payment of any sum of monies due, or in the performance of any other of its obligations under this Agreement, Hitech may at its option, terminate this Agreement with written notice to Customer. Hitech may pursue any legal available to it. Upon termination of this Agreement by and equitable remedies which may be Hitech pursuant to this subparagraph, Hitech shall have no obligation to return fees previously paid by Customer and Customer shall remain liable for all fees then due Hitech,
9. 2 Customer' s failure to pay the Fee provided for in Exhibit A shall constitute a default pursuant to the terms of this Agreement.
Rev 111+99198 - Page: 6
Non, -Exclusive Software License Agreement
19 9. 3 In the event of the breach of this Agreement by Customer, Hitech shall have, in addition to all other rights and remedies at law or in equity, the right and remedy to have the provisions of this Agreement specifically enforced or enjoined, as the case may be, by any court having equity jurisdiction ---it being acknowledged by Customer and Hitech that any such breach will cause irreparable injury and that money damages alone will not provide an adequate remedy, 10 Miscellaneous Provisions
10. 1 Notices: Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to be properly given when deposited in the United States mail, postage prepaid or when deposited with a public telegraph company for transmittal, charges prepaid. Notice to, Customer or Hitech shall be addressed to the appropriate address on the first page of this Agreement. Any of the parties, may change their address by notice given to the other of the parties hereto in the manner set forth above, Notices given as herein provided shall be considered to have been given five ( 5) days after the mailing thereof.
1 X1. 2 1[Agfj2rg1q1jgM The validity, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. In construing this Agreement, none of the, parties hereto shall have any term or provision construed against such party solely by reason, Of Such party having drafted the same. 10, 3 A5al nmer The rights and obligations of either party under this Agreement shall not be assigned without the prior written consent of both parties. For purposes of this clause, the sale of more than 50% of the voting capital stock of a party and the sale or liquidation by that party of al,l or substantially all, of its assets, or the merger or consolidation of that party with any other entity whereby the currently controlling interests of the that party are not in control of the surviving entity shall be deemed to be an assignment. Customer is not entitled to license the use of the Program Product not may Customer authorize any other individual or entity to license the use of the Program Product,
10. Entire A reement. This instrument contains all of the agreements, understandings, representations, conditions, warranties, and covenants made between the parties hereto.
Unless set forth herein, neither party shall be liable for any representations made whether orally or in writing, and all modifications and amendments made hereto must be in writing and executed by both, parties,
10. 5 everabtllrt In the event that any provisions hereof is determined to be illegal or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions hereof, all of which shall remain in full force and effect. 10, 6 j_axes,, Customer shall be liable for all federal, state, municipal or other governmental taxes, duties charges or costs, however designated, now or hereinafter imposed, upon the: storage, licensing, transportation, distribution or use of the Program Product including, but not limited to any sales or use tax, privilege or excise tax, exclusive, however, of taxes based upon net income,
103 V aiver. A party' s failure to exercise any right under this Agreement shall not constitute a waiver of any other term or condition of this Agreement with respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. The rights or remedies set forth in this Agreement are in addition to any other rights or remedies which may be granted by law.
M
lion -Exclusive Software License Agreement
10. 8 _ Survival-, Any provision of this Agreement which impose an obligation after termination or expiration of this Agreement shall survive the terms or expiration of this Agreement and be binding on the parties.
10. 9 A_rbitratiow. All disputes arising tinder this Agreement shall be settled by arbitration in the City of Los Angeles and judgment upon the award rendered may be entered in any court having the jurisdiction thereof. Except as provided herein, the arbitration shall proceed in accordance with the laws of the State of California, Either party requesting arbitration shall serve a written demand for arbitration on the other party by registered or certified mail. The demand shall set forth a statement of the nature of the dispute, the amount involved and the remedies sought. No later than twenty ( 20) calendar days after a demand for arbitration is served, the parties shall jointly select and appoint a retired judge of the Los Angeles Superior Court to act as the arbitrator. In the event that the parties do not agree on the selection of an arbitrator, the party seeking arbitration shall apply to the Los Angeles Superior Court for appointment of a, retired judge of that court to serve as the arbitrator. No later than ten ( 1 0i calendar days after appointment of an arbitrator, the parties shall jointly prepare and submit to the arbitrator a set of rules for the arbitration.
In the event that the parties cannot agree on the rules of the arbitration, the arbitrator shall establish the rules. No later than ten ( 10) calendar days after the arbitrator is appointed, the arbitrator shall schedule the arbitration for a hearing to commence on a mutually convenient date. The hearing shall commence no later than one hundred and twenty ( 1 0) calendar days after the arbitrator is appointed and shall continue from day to day until completed. The arbitrator shall issue his award in writing no later than sixty 60) calendar days after the conclusion of the hearing. The arbitration award shall be final and binding regardless of whether one of the parties fails or refuses to participate in the arbitration,. The arbitrator is empowered to hear and determine all disputes between the parties concerning the subject matter of this Agreement and the arbitrator may award monetary damages, punitive damages, injunctive (relief, rescission, restitution, costs and attorneys' fees. In the event that either party serves a proper demand for arbitration under this Agreement, both parties may pursue discovery in accordance with California Code of Civil Procedure Section § 1283, 05, the provisions of which are incorporated herein by reference with the following exceptions: a) the parties may conduct all discovery, including depositions, for discovery purposes without leave of the arbitrator; and b) all discovery shall be completed no later than the commencement of the arbitration hearing or one hundred and twenty ( 120) calendar days after the date that a proper demand for arbitration is served, whichever occurs earlier, unless upon a showing of good cause the arbitrator extends or shortens that period. The arbitrator shall not have the power to amend this Agreement in any respect,
10, 10 Attor ' FF eesi: In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other costs and expenses incurred in resolving such dispute:. Any attorneys' fees or collection expenses incurred by Hitech in order to effect collection of any payment due pursuant to, the terms of this Agreement shall be paid by Customer.
10. 1 I _ Effective Date: This Agreement shall become effective as of the date set forth on Page One of this Agreement upon being signed by Customer and Hitech.
MIN
0 Non -Exclusive Software License Agreement
111 Attestation, By the signatures below, the parties accept and agree to the terms of this License Agreement.
Customer" ! h CA
Signature Date
W. Brad Parton
Printed Name
Mayor
Title
LTTE
C it
PIP R, 0V/ a
S FORM:
Gm y M. DAUM
S'SWANT CITY ATTORNEY
Hitech Systems, Inc.
November 9. -19-93
store
Date
Alan D. Alters ---
Printed Name
Vice Presjdent Q erasions
Title
Rev 11/ 09/ 93 - Page 9
N
Non -Exclusive software LicenseAgreement
Exhibit A: Program Product
This Exhibit A, dated this foist day of November 1999. is an attachment to Master License Agreement Number SN931 10111 -0 and is hereby incorporated into that Agreement by reference. 1 Program Product
The following items constitute Program Product licensed to Customer under this Agreement.
Program Product includes software ( source code, object code, executable code), documentation, manuals, utilities and related materials and information associated with the items listed below.
Mqde1_Nq----- D–e–s-c-62t,109— Serial Nos._ Fees -- — -- ------------ A_Wravel SN -CAD--5 S,afetyNet CAD 5 User License 30, 000-00
SN -911- 5 SafetyNet P911 Interface 7, 500. 00
for 5 CAD Users
SN -MSI, -5 SafetyNet Message Switch 17, 500-00
Interface for 5 CAD Users
SN -STC SafetyNet ZetronA Tone Encoder 5, 0M00
Interface
SN -RMS -P SafetyNet PoIi,ce Records Module 15, 000,00
15 000.00
SN- Records Module
90,000,00
Total Fees
2 Amendments
2, 1 Right to Modify. Customer is hereby granted the right to modify the Program Product.
Modifications shall be considered Derivative Works and shall be subject to the terms and conditions as specified in the Master License Agreement specified above,
2. 2 Joint Development, Customer and Hitech agree that design and, delivery of the SafetyNet Police Records Module [ SN -RMS -P] and the SafetyNet Fire Records Module ] N -RMS -F] shall be undertaken as a Joint Development Effort [ JDEL Customer understand,s and agrees that it shall be one of several sites designated as participating in the JDE for these modules and that the price quoted for these systems is representative of Customer' s active participation in the JDE, Customer agrees that its participation in the JDE shall be Subject to the following terms:
Rev 11/ 09193 - Page 10
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Non -Exclusive Software License Agreement
2. 2 , 1 Customer shall actively participate in the design, development, testing, verification and validation process throughout the JDE. This is expected to include but may not be limited to the following tasks:
2, 2. 1. 1 Development of Specifications
2, 2,.1. 2 Participation in Joint Application Development [ JADI Sessions
2. 2. 1' , S Selected coding tasks
2. 2. 1 . 4 Screen, Menu and Mask Design
2. 2. 1, 5 Test Plan Design
2, 21. 6 Testing, Verification and Validation activities
2. 2. 1. 7 Alpha- and Beta -testing Activities including but not limited to testing, problem reporting, investigation and resolution.
2. 2, 1 , 8 Roll- out and cut -over activities
2. 2. 2 Customer shall be responsible for all, expenses of its employees, agents and representatives incurred as a result of Customer' s participation in the JDE. 2, 2. 3 Customer agrees and acknowledges that " time is of the essence in this matter".
Customer agrees that it shall heed JDE milestones and ensure the timeliness and quality of the contributions of its employees and agents designated to participate in the JDE.
2. 2. 4 Customer agrees and acknowledges that all items developed as a result of the JDE including but not limited to software ( source code, object code, executable code); feature,s; bug fixes; workarounds; new or additional functionality, systems, modules or programs; interface programs; utilities; documentation; methods; procedures; knowhow; etc_ shall be the exclusive property of Hitech Systems, Inc. regardless of Hitech' s relative role in the development of each respective item.
2. 2. 5 Customer acknowledges and agrees that all developed works shall be the exclusive property of Hitech Systems, Inc. Customer shall have no rights in developed works save that Customer shall be granted a perpetual non-transferrable non- exclusive license to use for its own benefit said developed works subject to the terms and conditions of this Agreement.
2. 2. 6 Customer agrees that in the event it is unable to meet its, obligations as, part of the JDE, it shall be liable to Hitech for a license fee of $ 40, 000 for the Police Records Module! and $ 40,000 for the Fire Records Module less any amounts already paid by Customer to Hitech for these modules.
2. 2. 7 Customer agrees to enter into a maintenance agreement with Hitech for software developed as part of the JDE within thirty ( 30) days after delivery to customer of Program Product resulting from JDE.
Rev 11109193 - Page 11
W
Non -Exclusive Software License Agreement
2. 3 Payment Terms, Payment shall be due and payable upon receipt by Customer of hiitech®s invoice marking the payment milestones listed on the following schedule:
10, 00 , 00 0n or before December 24, 1993.
35, 000. 00 Upon delivery by Hitech to Customer of the first production versions of the following components of the Safet yNet Police RMS Module; Crime Reporting, Person Reporting, Arrest Tracking, Field Interview, Registrant Reporting and Case Entry.
35, 000- 00 Upon delivery by Hitech to Customer of the first production versions of the following components of the Safe:tyNet Fire RMS Module: Fire Reporting. 3, Attestation. By the signatures below, the parties accept and agree that the items listed above are licensed to, Customer by Hitech Systems Subject to the terms and conditions of the Master License Agreement referenced above and into which this exhibit is incorporated by reference.
Customer" The Cit of Redo ),do,,,Beaclh Hitech.,Systems, Jn c.
E! r 9, 19,9 3
Date
Signature Date Ignature
W_ Ural _Parton
Printed Name
Alan D. Alters
Printed Name
Vice President erations
Title
Rev 11 / 0,9193 - Page 12
I
Hitech Systems, Inc.
Software Maintenance and Support Services_ Agreement
Master License Agreement Number: SN931 1 01 1 1- 0
THIS AGREEMENT made this first day of April, 1994 by and between Hitech Systems, Inc., a California Corporation, ( hereinafter " Hitech Systems") and The City of Redondo Beach California ( hereinafter Customer").
WHEREAS, Hitech Systems is making available software maintenance and support services for certain of Customer' s software; and
WHEREAS, Customer has been granted a license by Hitech Systems to use said software on a perpetual basis; and
WHEREAS, Customer has selected Hitech Systems to provide such software maintenance and support services;
NOW, THEREFORE, it is hereby agreed as follows:
1 COVERED SOFTWARE
Hitech Systems provides maintenance services under this Agreement for such software as described in Exhibit A. Hitech Systems will only maintain such software pursuant to this Agreement for which Customer is duly licensed ( hereinafter " Covered Software"). In the event that additional software listed in Exhibit A is licensed for use by Customer, such software will i be included in the Covered Software upon payment of the appropriate prorated maintenance fee listed in Exhibit B. Covered Software must not have been modified by anyone other than Hitech Systems without prior written permission from Hitech Systems, 2 DESCRIPTION OF SERVICES
2. 1 Customer may contact Hitech Systems twenty-four ( 24) hours a day, seven ( 7) days a week for software support service. Customer may contact Hitech Systems via telephone to Hitech Systems' office during normal business hours ( 9: 00 am to 5: 00 pm Pacific Time, Monday through Friday) or through a paging service outside of office hours or on holidays, or when the office is otherwise unattended. Hitech Systems will respond to such requests as soon as practical, within two ( 2) hours during normal business hours or within four (4) hours outside of normal business hours or on holidays. Holidays include New Year' s Day, Martin Luther Icing Jr. Day, President' s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.
2. 2 Hitech Systems will investigate and remedy, without additional cost to Customer, except as described below, all program errors or documentation errors reported by Customer regarding the Covered Software. An error is defined as the behavior of the Covered Software at variance with the documented functionality and operation of the Covered Software.
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C11
6 Software Maintenance And Support Services Agreement
2. 3 Hitech Systems will periodically publish and distribute to Customer a notice ( hereinafter Notice") of the enhancements, modifications, and corrections ( collectively referred to as Enhancements") that have been made to the Covered Software by Hitech Systems. Hitech Systems will, upon written request, make available one machine- readable copy of these Enhancements, including source code where permitted, and one copy of the supporting documentation ( hereinafter " Release"). The Release will be provided to Customer " as is", for installation and use by Customer.
2. 4 Hitech Systems will provide assistance for procedural questions relating to the Covered Software. Such assistance will be limited to two hours per month. Any such assistance in excess of two hours per month will be billed to Customer at Hitech Systems' billing rates for such services. The current rate is $ 150, 00 per hour, however this rate is subject to change subject to the applicable provisions specified herein.
2. 5 In the event that travel outside a radius of 50 miles from Hitech' s office is required for onsite services to be provided to Customer as part of this Agreement, Hitech Systems shall be reimbursed by Customer for all reasonable non -labor expenses relating to on- site services rendered, including but not limited to, air fare ( coach when available), meals not to exceed
30. 00 per diem, lodging, and local transportation. Customer has the right of first refusal in engaging or selecting travel -related services to be prepaid by Customer.
2. 6 Hitech Systems will be available to assist Customer on a time and materials basis at Hitech Systems' then -current billing rates for any additional Customer -requested enhancements, modifications, or customized work relating to the Covered Software (hereinafter " Additional Services"), including;
Analysis
System Design
Programming
Testing
Implementation Support
Project Management
Technical Reviews
Training
Documentation
2. 7 Hitech Systems will be available to provide Customer with assistance to correct damage caused to Customer' s system by Customer' s operator error or negligence. Such determination will be mutually agreed by the parties.
2. 8 Hitech Systems will provide Customer with a written cost estimate for approval before the commencement of effort relating to the Additional Services.
2. 9 The following services provided to Customer will be billed to Customer on a time and materials basis:
Functional enhancements to the Covered Software.
Diagnosis and correction of hardware errors.
Diagnosis and repair of Covered Software modified by anyone other than Hitech Systems.
Diagnosis, repair or correction of software other than the Covered Software, including, but not limited to, operating system software and other third party software.
Hardware installation.
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Software Maintenance And Support Services Agreement
Software installation.
Training, except procedural questions as described above.
2. 10 In the event that Hitech Systems determines that a reported problem is the result of user error, hardware error, operating system software error, or software error caused by other than the . Covered Software, Customer will reimburse Hitech Systems for its efforts expended .relating to the reported problem to the extent that such efforts exceed the two hours per month limit for procedural questions as described above. 3 TERMS AND CONDITIONS
3. 1 The Monthly Maintenance Fee for Covered Software is based on the Maintenance Price List for such services, the current schedule for which is shown in Exhibit B. Customer agrees to pay Hitech Systems the appropriate monthly fee based on this price list for the number and type of users of the Covered Software. Based on information supplied by Customer, and that .Customer warrants to be complete and correct, Hitech Systems has calculated the Monthly Maintenance Fee for the Covered Software on Customer' s Systems to be that as shown in Exhibit C. The initial period of coverage for this Agreement is for the twelve ( 12) months commencing December 1 1993 ( hereinafter " Commencement Date"), for which Customer. agrees to pay to Hitech. Systems the Annual Maintenance Pee as shown in Exhibit C within thirty ( 30) days of either Commencement Date or the date of this Agreement, whichever is later. This Agreement may be renewed by Customer from year to year by payment in advance of each anniversary of the Commencement Date for the succeeding 0 year. Hitech Systems reserves the right to increase the monthly maintenance fees each year and will provide written notice to Customer no less than sixty ( 60) days prior to the end of the annual period of its intention to do so. Any increase in the number of users of the Covered Software will result in an increase in the amount of the Monthly Maintenance Fee. No credit or refund will be given Customer for any decrease in the number of users of the Covered Software for an annual period. In the event of an increase in the number of users of the Covered Software, Customer will remit to Hitech Systems the prorated increase in the Annual Maintenance Fee for the annual period within thirty (30) days of such an increase.
3. 2 Hitech Systems hereby grants Customer during the term of this Agreement the non- exclusive and non- transferrable license to use any Release( s) provided to Customer subject to the terms and conditions of the Master License Agreement referenced on the first page of this Software Maintenance and Support Services Agreement.
3. 3 Any Release( s) provided by Hitech Systems shall only be installed at the designated location and on the designated CPU( s) specified in the Master License Agreement referenced on the first page of this Software Maintenance and Support Services Agreement.
3. 4 Customer represents and warrants that it will not modify or permit anyone else to modify a Release or the Covered Software without the written consent of Hitech Systems.
3. 5 Customer agrees to notify Hitech Systems promptly of the circumstances surrounding any unauthorized possession, use, or knowledge of the whole or any part of the Covered Software, a Release, or physical embodiment thereof, documentation, or other materials made available pursuant to this license, by anyone other than persons authorized by Customer' s license to have such possession, use, or knowledge.
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Software Maintenance And Support Services Agreement
3. 6 The Covered Software is serialized. Each copy of the Covered Software is identified by a serial number and Customer' s name, which will appear when the Covered Software is run.
Customer ..shall make all . reasonable efforts ; to. prohibit unauthorized use of Covered Software. In the event it is discovered that unauthorized use of the Customer' s copy has been made due to the failure of Customer' s efforts to adequately and reasonably protect Covered Software, Customer agrees to pay liquidated damages to. Hitech in an amount equal. to the then current license and maintenance fees for Covered Software for each separate CPU. on which the unauthorized use has been made.
3. 7 Customer agrees to provide dialup access to Customer' s system via modem complying with either the CCITT V32bis ( 1 4400 baud), CCITT V. 32 ( 9600 baud), or CCITT V. 22 bis ( 2400 baud) standards. Hitech Systems reserves the right to require Customer to furnish error - correcting modems complying with the CCITT V, 42bis or Microcom MNP5 standards at Customer' s expense in the event of excessively noisy telephone line conditions as determined by Hitech Systems. Customer agrees to provide phone numbers, login ids, passwords, and access codes to each employee of Hitech Systems requiring access to Customer' s system upon request. Customer further agrees to provide access to programs and files on Customer' s system necessary for the performance of the services described herein.
4 PROPRIETARY INFORMATION
4. 1 . This Agreement shall be binding upon and inure. to the benefit of the parties hereto, related parties in interest, their respective successors and, to the extent permissible in . any 01assignmenthereunder, assignees. Each Party agrees not to make or to permit any loan, ease sale, assignment or other disposal of this Agreement without the prior written consent of the other Party. It is agreed that any such loan, lease, sale, assignment or other such disposal made without the prior written consent of both Parties shall be null and void.
4. 2 Customer agrees not to remove any product identification or notices of any proprietary restrictions from the Covered Software, Release( s) or accompanying materials. Hitech Systems has exclusive ownership of portions of the Covered Software, Release( s), patents, copyright, trademarks, trade secrets and proprietary information; and Customer acknowledges that all such is confidential information belonging solely to Hitech Systems.
Customer agrees to keep all such items strictly confidential and shall not use such items except pursuant to this Agreement. After termination of this Agreement, Customer shall not utilize or disclose such items. Hitech Systems agrees that it has no right to or interest in the data processed by Customer while using the Covered Software.
4.3 Customer shall not, for the duration of this Agreement or at any time thereafter:
4.3. 1 Make any unauthorized copies or duplicate or permit anyone else to copy or duplicate any physical embodiments of the Covered Software or any Release( s), except as required for backup purposes.
4. 3. 2 Create or recreate, or attempt to create or to recreate, or permit anyone else to create or attempt to recreate, the source programs, object programs or any other aspect of the Covered Software and any Release( s).
4.4 After termination of this Agreement, Customer shall not utilize or divulge any confidential information or trade secrets provided by Hitech Systems, Customer' s obligation under this Paragraph shall continue beyond the termination of this Agreement.
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Software Maintenance And Support Services Agreement
5 TERMINATION
This Agreement may be terminated due to theimpossibility- of. performance caused .by acts of God, floods, fires, storms, strikes, lockouts, disputes with employees, riot, insurrection, acts of public enemy, war, federal, state, county, ..municipal, and local restrictions, prohibitions, regulations, and requisitions, or other interferences beyond the control of the parties to the extent that the same_ prevent or delay the performanceof the obligations herein contained.
This Agreement may be terminated by either party in the event of breach by the other party by written notice in accordance with section 12 below. In the event of termination due to breach, the non -breaching party shall be entitled to all other remedies available at law, and the election to terminate shall not constitute a waiver of any other rights the non -breaching party may have.
This Agreement may be terminated by either party without cause upon thirty days written notice in accordance with section 12 below. In the event Customer chooses to terminate this Agreement without cause, Customer shall not be entitled tc a refund or credit of any of the maintenance fees previously paid or owing to Hitech Systems. ,. In. the event of .termination by Hitech Systems without cause, or by Customer for breach, .Customer. shall be entitled to a pro rata refund of the annual maintenance fee effective the first of the month following the thirty days written notice.
6 COMPLIANCE WITH LAWS
This Agreement shall be governed by the laws of the State of California. If any term or provision of this Agreement shall be found to be illegal or unenforceable .then, not withstanding, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken.
7 ATTORNEY' S FEES
In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other costs and expenses incurred in resolving such dispute.
Any attorneys' fees or collection expenses incurred by Hitech Systems in order to effect collection of any payment due pursuant to the terms of this Agreement shall be paid by Customer.
8 TAXES
Customer shall be liable for all federal, state, municipal or other governmental taxes, duties, charges or costs, however designated, now or hereinafter imposed, upon the storage, licensing, transportation, distribution or use of the Covered Software including, but not limited to any sales or use tax, privilege or excise tax, exclusive, however, of taxes based upon net income. 9 SURVIVAL
Any provision of this Agreement which impose an obligation after termination or expiration of this Agreement shall survive the terms or expiration of this Agreement and be binding on the parties.
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a
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01 Software Maintenance And Support Services Agreement
10 PROPRIETARY RIGHTS
All Enhancements .provided .to Customer•under.. this .Agreement shall become and remain- the property of Hitech Systems.
11 CONTRACT MODIFICATION
The terms, scope, and conditions of. this Agreement may be modified only by a formal, written modification signed byduly authorized representatives of both -Customer and. Hitech Systems. 12 NOTICES
All correspondence pertaining to the content of this Agreement will be made via certified mail to the person and address below:
To Customer:
Rick Garcia
Data Processing Director
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
13 AUTHORITY
To Hitech Systems:
Alan D. Alters
Vice President, Operations
Hitech Systems, Inc.
1964 Westwood Boulevard # 435
Los Angeles, California 90025
Each individual signing this Agreement on behalf of any corporation or other legal entity represents and warrants that he has the right, power, legal capacity, and authority to enter into and perform this Agreement and no further approval or consent of any persons or entities is necessary for him to enter into and perform this Agreement, 14 WAIVER
In the event either party elects not to exercise any of its rights hereunder, such election shall not constitute a waiver of that party' s rights at that time or at an time in the future, and that party shall be entitled to exercise all rights it has hereunder at any time, 15 RATIFICATION
Acts taken in conformity with this Agreement prior to its execution are hereby ratified and affirmed.
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Software Maintenance And. Support Services Agreement
16 ATTESTATION. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials on the date first written above.
Customer" The City of Redondo Beach, CA
Signqure Date
I1/ A
Printed Name Title
Title
C11)
l
Hitech Systems, Inc.
C a,w D zg
Signature Date
Printed Name Title
r /1 0•
Title
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Software Maintenance And Support Services Agreement
Exhibit A
Covered Software
SafetyNet Computer Aided Dispatch System ( CAD)
Online Login Option ( LOG)
Network Mirror Option ( RFS)
SafetyNet Enhanced 911 Interface ( E911)
SafetyNet Message Switch Interface ( MSU
State Interface ( BISYNC, ASYNC)
State Interface Network Option
State Interface Terminal Emulation Option ( UTS20)
SafetyNet Mapping Interface
SafetyNet Records Management System
Law Enforcement Module
Fire/ EMS Module
SafetyNet MDT Interface
SafetyNet Zetron Tone Encoder Interface ( ZTE)
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Software Maintenance And Support Services Agreement
Exhibit A
Covered Software
SafetyNet Computer Aided Dispatch System ( CAD)
Online Login Option ( LOG)
Network Mirror Option ( RFS)
SafetyNet Enhanced 911 Interface ( E911)
SafetyNet Message Switch Interface ( MSU
State Interface ( BISYNC, ASYNC)
State Interface Network Option
State Interface Terminal Emulation Option ( UTS20)
SafetyNet Mapping Interface
SafetyNet Records Management System
Law Enforcement Module
Fire/ EMS Module
SafetyNet MDT Interface
SafetyNet Zetron Tone Encoder Interface ( ZTE)
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Software Maintenance And Support Services Agreement
Product
SafetyNet CAD Base
CAD Users ( excess two)
Network Mirror Option
Online Login Option
SafetyNet E911 Interface
SafetyNet Message Switch Inter(
Terminal Emulation Option
Network Interface Option
SafetyNet Mapping Interface
Exhibit B
Monthlv Maintenance Price List
Price
600. 00
100. 00
100. 00
50, 00
100. 00
ace 200.00
100. 00
200. 00
200. 00
SafetyNet RMS - Law Enforcement 400. 00
SafetyNet RMS - Fire/ EMS 400. 00
SafetyNet MDT Interface* 200. 00
MDT Interface ( excess two) 10. 00
MDT Interface includes Online Login Option
SafetyNet Zetron Tone Encoder Interface 50. 00
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Software Maintenance And Support Services Agreement
Exhibit C
Annual Maintenance Fee Calculation
Number of CAD Users: 5
Product Quantity Price
SafetyNet CAD Base 1 $ 600. 00
CAD Users ( excess two) 3 300. 00
SafetyNet E911 Interface 1 100. 00
SafetyNet Message Switch Interface 1 200. 00
SafetyNet Zetron Tone Encoder Interface 1 50. 00
Net Monthly Maintenance 1, 250. 00
Annual Maintenance Fee
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15, 000. 00