HomeMy WebLinkAboutCOMMSYS, INC.-2017N-2017-016
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' Iia SOFTWARE MAIN
'I'ENANCE AND ]LICENSING AGREEMENT
THIS SOFTWARE MAINTENANCE AND LICENSING AGREEMENT, made and
entered into this 1 st day of January, 2017 by and between CornxnSys, Incorporated, a
SAI_..; Professional Corporation with its principal lace of in Dayton, Ohio (hereinafter
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"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. On January 1, 2016, the City entered into a Software Maintenance and Licensing
Agreement (#N-2016-024) wherein Consultant agreed to maintain and license
software used to connect to certain law enforcement systems.
B. The City desires to retain Consultant to maintain and license software used to connect
to certain law enforcement systems. Consultant represents that it is able and willing to
provide these services.
C. Consultant represents that it is the owner the Connect CIC TM software and as such, it
is the only company able to maintain the software and provide site licensing for the
City's use of the software.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional consulting firm in the field.
E. City has used the Connect CIC TN[ software since approximately 2006 and during that
time it has been maintained and licensed by CommSys.
NOW THERE, FORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit B. The total sum to be expended under this
Agreement, shall not exceed $1,000.00 during the term of this Agreement.
b. Payment by City shall be trade in the amount of $1,000 following receipt of proper
invoice.
3. TERM
This Agreement shall commence on the date first written above and terminate on March
310 2017, unless terminated earlier in accordance with Section 12, below. This Agreement will
include work done since January 1, 2017.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant perforins the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Consultant represents that all technical support and maintenance is conducted remotely
and that consultant will not send any of its employees to City's property. As a result, evidence of
commercial general liability, worker's compensation, and automobile liability insurance are
waived. Notwithstanding, in order for consultant to remotely access City's secure network, City
requires the following insurance;
a. Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $1,000,000 per claim.
b. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in fitll force and
effect for the entire period covered by this Agreement,
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney,
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (3 0) days prior written notice to the City.
c. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
ten-ninate this Agreement. Such termination shall not effect Consultant' 8 right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement.
7. CONFIDENTIALITY
If Consultant receives froth the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is Hovered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been: disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
S. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with perfonuance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic
communication in the manner provided in this Section, to the following persons.
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax (714) 647-6956
with courtesy copies to:
City of Santa Ana Police Department
Attention: Chief of Police
60 Civic Center Plaza (M-97)
P.O. Box 1981
Santa Ana, California 92702
Fax (714) 245-8090
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax (714) 647-6515
To Consultant; CominSys, Incorporated
3033 Kettering Boulevard, Suite 300
Dayton, Ohio 45439
Fax (937) 220-4919
A party may change its address by giving notice in writing to the other party, Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to
have been given. twenty-four (24) hours after the time set forth on the transmission report issued
by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
these time frames, weekends, federal, state, County or City holidays shall he excluded.
10. ]EXCLUSI'V'ITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail, This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant, The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant not
the City. Each party to this Agreement aelmowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11, ASSIGNMENT
inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City`s prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12, TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination to the Consultant.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This .Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action- or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, continuing education, and exemptions necessary for the provision of
the services hereunder and required by the laws and regulations of the United Staten, the State of
California, the City of Santa Ana and all other governmental agencies. Consultant shall notify
the City immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
ind: amify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn,
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth, in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written,
ATTEST:
MARIA D, HUIZAR
Cleric of the Council
APPROVED AS TO FORM:
SONIA R CAIt v '
City ttorney
B.
T a Sian
Assistant City Attorney
RE C I�IiE PROV '
CARLOS R.OJAS
Chief of Police
CITE' OF SANTA ARTA
GERARDO MOUET
Acting City Manager
(Name)
(Title)
EXFHBIT A
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CLIPSTm End User Software License Agreement
This AGREEMENT (hereinafter "License Agreement') is entered into and made
effective this January _15t,2017 (the "Effective Date"), by and between CommSys,
Inc., (hereinafter "CommSys!'), with its principal place of business located at 3055
Kettering Blvd, Ste 415, Dayton, OH 45439 and Santa Ana Polio....O.Degartment, C
(hereinafter "Client'), with its principal place of business at 60 Civic Center Plaza,
Santa Ana, CA 92702.
1. Background
As used herein, the term "Licensed Software" shall include the software products
and customized software described in Exhjbilt attached hereto, and all
documentation related thereto, whether referred to as "software", "firmware' or
otherwise, wherever resident and on any media, whether separately licensed,
furnished as a part of equipment or other products, or provided as a result of
software services, Licensed Software may include programs and related
documentation that are owned by third parties and distributed by CommSys
under license from the owner.
2, License
CommSys hereby grants to Client a non-exclusive and non -transferable perpetual
(subject to the provisions of Section. 7 of the License Agreement.) license to use the
Licensed Software only on or in connection with the Clients designated computer
equipment as specified in Exhibit A ("Designated Equipment'), subject to all the
terms and conditions of this License Agreement, including the License Restrictions
contained in Section 3 below (the "License").
As consideration for the grant of the License, Client shall pay to COMMSY's the
License Fees specified in. CommSys' Sales Proposal, as a part of the: Development
Agreement between Client and CommSys. The License Fees shall be payable to
Client to CommSys . in accordance with the Sales Proposal and CommSys,
standard terms and conditions, as maybe modified from time to time by CommSys..
3. License Restrictions
The foregoing License is subject to the following restrictions (the "License
Restrictions"):
A. Client may not make any copies of the Licensed Software, except
one copy solely for archival purposes. Client is permitted to make copies as part
of an equipment data backup, provided, however, such coples shall not be
utilized on equipment other than the Designated Equipment, except as
otherwise provided in Se6tion 3.D..
Tfils documant contains informelflo'n coddentlat to GommSys Ino. Page 1 of 10
B. Client shall reproduce all copyright notices and any other proprietary
legends on any copy of the Licensed Software.made by Client.
C. Client shall at all times maintain the confidentiality of the Licensed
Software (and any other CommSys materials related to the Licensed Software
or the Designated Equipment), and may not sublicense, transfer, sell, rent,
disclose, encumber, make available, or otherwise comms rticate the Licensed
Software to any other person, nor use the Licensed Software except as
expressly authorized under this License Agreement.
D, The Licensed Software may only be used in connection with the
single unit of the Designated Equipment identified in Exhibit A, unless the
Designated Equipment becomes temporarily inoperable; in which ease the
Licensed Software may be used temporarily on back-up equipment only for the
period during which the Designated Equipment is inoperable.
E. Client may not use the Licensed Software, and Client shall not
permit the Licensed Software to be used by or for the benefit of any other
party, at any time after this License Agreement terminates or sifter the tears of
the License to use the Licensed Software has expired.
F At the direction of CommSys, Client shall destroy the Licensed
Software and all copies thereof, or return the Licensed Software and all
copies thereof to CommSys, in the event: (i) Client ceases to use the
Licensed Software, (ii) this License Agreement terminates, or (iii) the term of
the License to use the Licensed Software has expired.
C, The Licensed Software and all copies thereof shall at all tunes
remain the sole and exclusive property of CommSys, and Client shall obtain
no right, title or interest of any kind In or to the Licensed Software, except for
the License provided heroin.
.H. If the Client sells or otherwise disposes of Client owned media on
which the Licensed Software are fixed, such media must be erased before
such sale or disposal.
I. Client may not disassemble, decompile or reverse engineer the
Licensed 'Software.
J. Client may not use, nor ship, transmit or otherwise transfer, directly
or indirectly, the Licensed Software outside the United States,
K. Client may not use, encumber, timeshare, rent or lease the rights
granted by this Agreement.
L. Client may not publish or otherwise disclose information relating to
performance of the Licensed Software or produced using Licensed Software
to any third party.
This document contains Information. confidential to Commsys Inc.
Page 2 of 10
4. CommSys' Intellectual Property.
The Licensed Software, including, but not limited to, all Source Code and
documentation for the Licensed Software, are owned by CommSys and its
licensors, and nothing in this License Agreement shall grant to Client any rights.
with respect thereto or as to any ether rights of CommSys. Client shall abide by
the terms of any proprietary notices or markings, and shall use the Licensed
Software and the associated documentation only for the purposes contemplated
by this License Agreement. Client shall not duplicate, modify, create derivations
of, or translate into any other format or language, any portion of the Licensed
Software, the Source Code, or associated documentation without the prior written
consent of CommSys, which may be withheld in CommSys' sole discretion, and
in all cases, if so created, CommSys shall be the sole owner thereof. Client shall
grant to CommSys all right, title and interest in any such duplication, modification,
derivation, or translation,
Except as specifically permitted by this License. Agreement, Client shall not
directly or indirectly;
A. use any Confidential Information (as defined below) or intellectual
property rights of CommSys for any reason except as provided in this License
Agreement;
B. reverse engineer, disassemble or decompile, or otherwise attempt
to derive the Source Code for, any Licensed Software;
C. except. with respect to and as permitted by End User Agreements
or a Hosted Provider Agreement approved by CommSys, sell, transfer,
encumber, timeshare, rent, sublicense, assign, or lease the rights granted by
this License Agreement; or
D. copy, reproduce, manufacture, adapt, -create derivative works of,
translate, localize, port or otherwise modify any Licensed Software, Source
Code, or other Confidential Information or intellectual property rights of
CommSys, or allow any other person to engage in such conduct.
Client acknowledges and agrees that any item created by Client as described in
this Section 4, with or without the consent of Corn,m$ys, shall be owned by and
included in the intellectual property of CommSys, and Client shall execute all
documents and shall take all actions necessary to convey all right, title, and
interest thereto to CommSys.
"Confidential Information" shall include, without limitation, all information of any
kind (whether or not in writing and whether or not embodied in tangible or
intangible form) owned by CommSys or its affiliates or related to any business of
CommSys or any of Its affiliates, and shall include any information of third parties
This document contains Information confidential to CommSys In.c.
Page 3 of 16
for which CommSys has a duty of confidentiality. Confidential information shall
include, without limitatlon, .past, present, or future Trade Secrets (as defined
below), as well as all customer, vendor, and supplier information, all pricing and
marketing Information, all financial information, intellectual property rights
associated with the Licensed Software and the Source Code, and all derivations,
modifications, and translations thereof, all research results and related
information, all employee and independent contractor information, and all other
processes, procedures, prospects, data, ideas, inventions, all other information of
any kind or character relating to the development, improvement, marketing, sale,
or delivery of products and services by CommSys, whether or not reduced to
writing, and all other proprietary information. "Trade Secrets" means any
information of any nature that: (I) derives economic value, actual or. potential,
from not being generally known to, or generally ascertainable by proper means
by other persons who can obtain economic value from their disclosure or use; or
(ii) is a subject of efforts that are reasonable under the circumstances to maintain
its secrecy.
5. Limited Warranty
CommSys warrants that, until such time as the performance of any support and
maintenance activities with respect to the Licensed Software, the Licensed
Software will reasonably conform to the specifications set forth in the CLIPSTM
product description accompanying the Licensed Software at the time of delivery to
Client. In the event of any breach of the warranty set forth In this Section a, Client's
sole remedy, and CommSys' sole liability, will be, at CommSys" sale caption, to: (i)
repair the Licensed Software so as to conform to the warranty, or (ii) refund the
License Fees for the Licensed Software paid by Client through the date of such
noncomformity.
THE WARRANTIES OF COMMSYS SET FORTH IN THIS SECTION 5 ARE
EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
USAGE OR TRADE PRACTICE. IN NO EVENT SHALL COMMSYS BE LIABLE
FOR ANY LOST REVENUES OR PROFITS, OR OTHER SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING., WITHOUT
LIMITATION, LOSS OF DATA OR PROFITS, WHETHER OR NOT AS A -CLAIM
ARISING BY REASON OF BREACH OF WARRANTY OR BASED ON
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMMSYS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, IT IS AGREED THAT COMMSYS'S LIABILITY HEREUNDER
SHALL IN NO EVENT EXCEED THE ,AMOUNT OF LICENSE FEES ACTUALLY
PAID BY CLIENT TO COMMSYS.
This document contains Information confidential to CommSys Wo,
Page 4 of 10
6. indemnification
A. Client agrees to indemnify, defend and hold harmless CommSys
from and against: (i) any and all claims or lawsuits, and pay all resulting
losses, suits, damages, claims, and expenses, including attorney's fees and
costs, arising out of or in connection with the sale, sublicense, integration,
bundling., modification, or use of the Licensed Software or the Source Code,
or the use or disclosure of any of CommSys' Confidential Information or
intellectual property other than in accordance with this License Agreement;
and (ii) any and all losses, suits, damages, claims, and expenses, including
attorney's tees and costs, arising out of or in connection with the breach by
Client of any of Client's representations, warranties, covenants, or obligations
pursuant to this License Agreement.
B. CommSys agrees to indemnify, defend and hold Client harmless
from and against any third party claims, and pay all resulting costs, expenses,
liabilities or damages (including reasonable attorneys' fees) finally awarded or
in settlement and paid by Client with respect to any such claim, alleging that
the Licensed Software infringes any third party copyright, trademark or patent.
Client shaft promptly notify CommSys of any such claim, and shall grant
CommSys stale control of the defense and all related settlement negotiations,
provided that. Client shall provide CommSys with the assistance, information,
and authority reasonably necessary to perform the above. If use of the
Licensed Software is enjoined or the Licensed Software is held by a court :or
arbitrator to infringe-, CommSys shall use reasonable, good faith efforts to:
obtain a license under the rights that have been infringed; modify the.
Licensed Software so it is noninfringing; or to provide to Client substitute
Licensed Software that is noninfringing; provided that if such options are oat
commercially reasonable in Commsys' discretion, CommSys may remove the
Licensed Software from gxhibit AA hereof upon written notice to Client, and in
such event shall refund all fees paid by Client to CommSys with. respect
thereto. Furthermore, CommSys shall have no liability nor obligation to
indemnify for infringement as provided in this Section 6.13. to the extent
CommSys obtains a license or provides a noninfringing substitute Licensed
Software, as provided above, or to the extent that such claire is the result of
modification of the Licensed Software or Source Code by Client if use of the
Licensed Software in its unmodified form would not have been an
infringement. The remedies set forth under this Section 6.B. shall. be the sole
remedies available with respect thereto.
C. It is agreed that in no event shall the liability of CommSys pursuant
to this License Agreement exceed the sum of the actual fees paid by Client to
CommSys hereunder.
This docurnant contains information confidential to COMMSys Inc,
Page 5 of 10
?. Term and Termination
A. This License Agreement shall become effective on the Effective
Date, and shall continue until terminated as provided herein.
B. Client may terminate the License of the Licensed Software upon
sixty (60) days prior written notice to CommSys,
C. CommSys may immediately terminate the License of the Licensed
Software and this License Agreement if any payment is not received from Client
within ten (10) days after the due date thereof, or if Client shall default in any of
Client's obligationspursuantto this License Agreement.
D. The parties' rights and obligations under Sections 3, 4, 10. 11, 18,
and 19 shall survive expiration or termination of this Development :Agreement.
8. Relationship
The only relationship between Client and CommSys which is intended to be
created by this License Agreement is that of licensor and licensee, and neither
party shall be, nor represent itself to be, an agent, employee, partner or joint
venturer of the other, nor shall either party transact any business in the name of
the other, nor on the other's behalf, nor in any manner or form make premises,
representations or warranties or incur any liability, direct or indirect, contingent or
fixed; for or on behalf of the other party.
9. Force Majeure
Client agrees that CommSys shall not be liable for any delay or failure in.
performance caused by acts of Cod, government action or inaction, war, fire,
flood, earthquake, court order, strikes, labor disputes, or other forces beyond the
control of CommSys (each, a "Force Majeure Condition"), and to the extent that
either party owes any fees to the other party pursuant hereto, such pari shall
continue to pay the other party in accordance with this License Agreement for
any services rendered during such Force Majeure Condition.
10. [Notices.
Any notice or other communication hereunder shall be in writing and shall be
made by any of the following methods: (i) personal delivery; (ii) overnight
delivery service; (iii) registered or certified mail, postage prepaid; return receipt
requested; or (iv) facsimile transmission. Notices shall be sent to the appropriate
party at the address given below, or such other address as may hereafter be
designated by notice in writing;
This docurnent contains hiformation;confidentlnito commSys Inc.
Page & 4f 10
To CommSys to:
CommSys, Incorporated
3055 Kettering Blvd, Suite 415
Dayton, OH 45439.
Attn: Robert Turner
Fax: (937) 220-4919
With a copy to.
Kristin A. Pinch, Esq.
Coolidge, Wall Co,., L.P.A.
33 West First Street, Suite 600
Dayton, OH 45402
Fax: (937) 223-6705
To Client to:
All such notices, requests, demands, waivers, and communications shall. be
deemed received, (i) in the case of personal delivery, upon actual receipt thereof
by the addressee, (ii) in the case of overnight delivery, on the day following
delivery to the overnight delivery service,. (iii) in the case of mail, upas receipt of
the return receipt, or (iv) in the case of a. facsimile transmission, upon
transmission thereof by the sender and issuance: by the transmitting machine of a
confirmation slip that the number of pages constituting the notice have been
transmitted without error. In the case of notices sent by facsimile transmission,
the sender small contemporaneously mail a copy of the notice to the addressee at
the address provided for above; however, such mailing shall in no way alter the
time at which the facsimile notice is deemed received,
11. Further Assurances
Each party agrees to execute and deliver, or cause to be executed and delivered,
all such other instruments, certificates, and documents, and to take all such other
actions necessary to consummate the: transactions contemplated hereby.
12. Assignment
Neither this License Agreement, nor any rights, licenses or obligations
hereunder, may be assigned by 'Client without the prior written consent of
CommSys, which may be withheld in its sole discretion. Any attempted
This document aontalns information confidential to Gommsys Inc.
Page.7 of 10
assignment in violation of this Section 11 shall be void and without effect. This
License Agreement will benefit and bind the parties' successors and assigns,
13. Entire Agreement
This License Agreement represents the complete, entire, and exclusive
agreement and understanding between the parties with respect to the subject
matter hereof, and supersedes any prior and/or contemporaneous discussions,
understandings, representations, or agreements, whether written or oral, of the
parties regarding this matter. No waiver of any breach of any provision of this
License Agreement shall constitute a waiver with respect to any similar or
dissimilar provision of this License Agreement, or any prior or subsequent
breach, and shall not constitute an amendment or modification of this License
Agreement. If any provision of this License Agreement shall be held by a court. of
competent jurisdiction to be unenforceable or inapplicable, such holding shall not
affect the enforceability of any other provision of this License Agreement, and
such term or provision shall be deemed modified to the extent necessary in such
court's opinion to render such term or provision enforceable, and the rights and.
obligations of the parties shall be construed and enforced accordingly, preserving
to the fullest permissible extent the intent and agreements of the parties.
The numbered paragraph headings herein are for convenience only and shall not
be used to construe meaning or intent, and shall not affect, the interpretation of any
.provision of this Agreement.
1 a. Waiver or belay
Any delay by either party to enforce any provision of this License Agreement or to
exercise any of its rights hereunder shall not prejudice such party's rights
hereunder, and any waiver by a party in such enforcement or exercise as to a
provision of this License Agreement shall not affect such party's rights with respect
to any other provision of this License Agreement.
16. Publicity Releases
No publicity release or similar public information concerning this License
Agreement shall be published by Client without the prior written consent of
Comm'ys, which approval may be withheld in CommSys' sole discretion.
17. Amendment
No provision in this License Agreement shall be amended, modified, waived,
changed, terminated, or rescinded, except by a writing signed by an authorized
official of each party hereto.
This document contains information confidential to Commsys Inc.
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18. Governing Law; Jurisdiction
This License Agreement skull be construed and governed by the laws of the
State of Ohio. Any action in regard to this License Agreement or arising out of its
terms .and conditions shall be instituted and litigated in any federal or state court
located in Montgomery County, Ohio, and in no other. The parties hereby
irrevocably consent to the jurisdiction of the courts in Montgomery County, Ohio.
19. Remedies
Client acknowledges that the intellectual property and Confidential Information of
CommSys is highly valuable to CommSys, that any breach of its obligations with
respect thereto may severely damage CommSys, the extent of which damage
would be difficult to ascertain, and therefore, that CommSys i entitled to seek,
among other remedies, immediate injunctive and other equitable relief for any
such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first: above written.
Client
Signature
Title
Date
Client Legal Name
This document contains Information confidential to CommSysr. Inc.
Page 9 of 4Q
Ta s a} y( } Mil
2.
S �
Exhibit "A"'
Description of Software, Documentation and
Trademarks
The following is a part of the License Agreement effective JanuarV Ist, 2017, by
and between CommSys and Client.
1.0 The Licensed Software Is:
CLIPST"" for California
2.0 The Copyright Notices and Trademarks mentioned in Section 3.13. :of the
Agreement are:
ConnectGICTm
CLIPS TNI
3.0 The Designated Equipment and the Operating System Environment are:
A PC computer (physical or virtual) to act as the central CLIPSTm server,
utilizing one of the following Microsoft operating systems:
• Microsoft Windows Version 7,
• Microsoft Windows Server 2003
• Microsoft. Windows Server 2008
• Microsoft Windows Server 2012
The server PC is required to be .configured to utilize Microsoft's Internet
Information Server (IIS) for a web server. Furthermore, a copy of Microsoft's
database software is also required. The database software can be one of the
following:
• Microsoft SQL Server 2005 (Any edition)
• Microsoft SQL Server 2008 (Any edition)
• Microsoft SQL Server 2012 (Any edition)
In addition, CornmSys will supply a copy of the PHP web language interpreter
to be installed in the IIS server. PHP is an open source product, provided at no
cost to the end user. PMP is required for the proper operation of the CLIPST"'
software.
This document contains..infornlation confidential to Comm$ys Inc. Page 10 of 10
ul NHrBIT 8
Boris Duran
Police Systems Manager
Santa .Ana Police Department, CA
60 Civic Center Plaza
Santa Ana, CA 92701
USA
Late
Jan 9, 2017
Introduction
This. quote covers 3 months pro -rated annual support for Santa Ana Police
Department, CA; beginning 1/01/2017.
Pricing
Item Part Number Description Qty Price Nate #
1 PS -0202-105 24x7 Support Basic Inquiry/Transport 1 $1.,000:0.0 1
Interface ;support (TCP Socket)
Total $1,000.00
Notes
1. Pro -rated support from 1/01/2017 "through 3/31/2017.
Terms
This quote is governed by the CommSys Standard Terms and Conditions.
For More Information
For more information on this quote, please contact Robert Turner at 937-220-4990
x3402 or by e-mail at turnerccad.cornmsys.com.
This document contains information propretary to Commsys, incorporated
crec)ted on 0/09/17 IGM:22 Fuge i of 1 t of I
rnEYN
CC&D :1
DAT
01/11/2.017
PRODUCER
Thompson Insurance Associates, Inc,ONLY
p
Techno logy tisk Solutions
PO Box 546
Dublin, Ohio 43.017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMAT(OR
AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE ArFORDED BY TME POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIL#
INSURED
Commsys, Inc,
3033 Fettering Blvd Ste 300
Dayton, OH 45439
INSURERA: The Hartford
POLICYfRPFEOT7VE
INSURERS:
LIMITS
M$URERG:
INSURr RD;
G,ENERALLIASILITY
INSURER Fs
COV5RAGI=S
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POLICY PE9100INDICATED. NO'TVATHSTANDING
ANY REQUIREMENT, TERN! OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN tS SUBJECTiO ALL THE TERMS, EXCLUSIONS AND CONDITIONS.OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I SR
L7
174
POLICY NUMBER
POLICYfRPFEOT7VE
FO CYTxXPIRATiON
LIMITS
G,ENERALLIASILITY
EACHOCCVRR.ENCE
X2000000
p EMIT=S Esaccurence
$.2_000000
A
leICCMMCRGIALGENERALLIAMUTY
CLAIMS MADE ® OCCUR
MED EXP(Arnycrie;Ier$on)
$ 5000
PERSONAL&ApvINJURY
s 1000Gfi0
PAS03934579:
02/01116
0.2/01/16
GEWEBALAGMFGATE
$4000000
GEN'LAGGREGATELIMIT APPLIES PER
PRODUCTS-,COMP1QPAGG
$4000000
IVI POLCY F1 PRO- LOC
A
AUTOM.OBILBLIABILITY
ANYAIITO.
PASO:3934579
02/01116
02/01118
COMBINED MOLE LIMIT
(5ffdd. on.t) .
$1000000
BODILY INJURY
(Perrperson)
$
ALL CiMED AUTO$
SCHEI:IULFDAUTOS
/
iC
HIREDAUMS
NOWOWNEDAUTOS
BODILY INJURY
(Poreccideni)
$
PROPERTY DAMAGE
(P6raccldenl)
$
OARAGELIABILITY
AUTO ONLY -EA ACCIDENT
OTHERTHAN EAACC
AUTOONLY: ACG
_1
S
ANYAUTO
.$
UXCESStUMBRELLALIABIL.ITY
EACHOCCURRi~NCE.
$ 3,000,000
A
OCCUR CLAIMS MADE
AGGREGATE
$ 3.000,000
$
PAS03934579
02101/16
02101/18
$
DEDUCTIBLE
$
RET! NTION $
AE,L.,EACNAOCIgENT
WORKR.RS F76MPENSAiiON:AND
EMPLOYERB' LIXf&ILITY
gFFICEOPUREfEJITOREXGLUOEp7 cUTsv
PAS03934679
02Jt11/15
02/01/18
DTH-
$1000000
E.L.1IS[wASE-EACwMPLaYEE
1oddw0b
8 Ee.dLPR4VII510NSbelow
E,L.DISEASE-FOLICYLIM7
$1000000
OTHER
:$1,000,000
A
Technofogy Professional
PAS03934579
02/01116
02/01/18
l-iability
DESCRIPTION OF OPERATIONBILOCATIONS IVERICLES /EXCLUSIONS ADDED BY ENDORStMENYI SPECIAL PROVISIONS:
The City of Santa Ana, its officers, agents and employees are named as add"Itionai insured with respect to general liability.
Coverage is primary and note contributory. General iiabiity per project limits endorsement applies
City Of Santa Ana
20 Civic Center Plaza
Santa Ans,CA 92701
SHOULD ANY.OP THE ABOVE DESCRIBED POLIOIBS BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUINQ INSURER WILL ONDEAVOR TO MAIL DAYS WRITTEN
woncE To THE CERTIFICATI3 HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO $HALL.
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KING UPON THE INSUI R, ITS AGENTS OR.
1988
IMPORTANT
If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement.
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAfVED, subject to the terms and conditions. of .the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the .certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 26 (201108)
ADDITIONAL INSURED ENDORSEME14T .
.FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This andoreement rpodIffes such insure as Is afforded by the ,provisions of Policy #
. ► 9 ! `elating to the following.
I. The City of Sante Ana, 29 Civic Center Plaza, Santa Arra, Califomfe
92701; Its officers, employees, agents, volunteers and representatives are named as
additional insureds ("additional insureds'") with regard to liability.and defense of suits
arising from the operations anti uses performed by or on behalf of the reamed insured..
2. With respect to claims adsing out of the operations and uses performed
by or on behalf of the names insured, such Insurance as is afforded by this pollcy Is
primary and Is not additional to or contributing with any other insurance carried by or for
the benefit of the additional Insureds,
3. This Insurance applies sepgrately to each insured against whom claim is
made or suit is brought excapt with rospoct.to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which such
person or organization would have as a claimant If not so included.
. With respect to the additional Insureds, this insurance shall not be
cancelled, or materially reduued In coverage or limits exert mer thirty (0) days written
notice has been givers to the City of Santa Arra; 20 Civic Center plaza,, Santa Ana,
California 92701.
(Completion of the following, including counterslgneturs, Is required to snake this
endorsement of#ective.)
Ef%ctive
Policy
issued ti
7-- Y - 14�' , 7— (.. 7A 19 +h6 immAnmamamf frsrrr ma as tial mf
Countersigned by
Aut orize era tative