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HomeMy WebLinkAboutCrywolf False Alarm SupportAOT Public Safety 103 Paul Mellon Court Waldorf, Maryland 20602 Toll Free: 1.877-729-WOLF www.crywolf.us ANNUAL END USER Sof;TWARE LICENSE AND MA[KfEVANCE AGREEMtNT This Agreement between AOT Public Safety Corporation (PSC), located at 103 Paul Mellon Court, 'Waldorf, Maryland 20602; and, the City of Evanston, Illinois (End User) with its principal place of business at 2100 Ridge Avenue, Evanston, Illinois 60201. WHEREAS, PSC has created and markets a proprietary software product called CryWolf", (also referred to as "Software"), an integrated suite of software applications operating in a GiS-based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms; and, WHEREAS, the Software has been developed at PSC's private expense for the commercial marketplace and is not in the public domain, and, WHEREAS, the End User desires to obtain a non -transferable, non-exclusive license to use CryWolf". NOW, THEREFORE, the parties agree as follows, Scope of License. The End User is hereby licensed annually, for so long as the End User continues this Annual End User Software 'License and Maintenance Agreement (Agreement), to use PSC software on the End User's single system, network, or multiple independent systems, as stated in Schedule A — Provided Software Licenses. 2. Implementation Services to End User. Training, installation and other implementation services are to be provided, as outlined in Schedule B — Provided Services, and described in detail in Schedule 0 — Statement of Work, dated January 27, ?A0-S. Payment. The End User shall pay PSC for license(s) and the implementation Services described; as stated in Schedule C - Payment Terms, 4. Technical Support. PSC shall provide End Users with technical support by telephone, electronically, and by publication for no additional fee as part of this Agreement. PSC maintains a website to facilitate its technical support. S. Upgrades. The End User and PSC may execute upgrade agreements in conjunction with this Agreement or at a later time. The license for use of any upgrades to the Software or its documentation supplied through such agreements shall be covered by the terms of this Agreement. Last Rey isud; 06/27/03 Ev=wton 11. Cr Wv)fE PdUecr h,;unsc.doc Cl AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 2 G. Annual Software License and Maintenance Renewal. Six months after software installation, the End User shall have the option to continue the Agreement on an aanuaal basis with PSC exclusively. The w=al fee for continuing this software license and maintename shall be S 4,700.00 for the first annual period based on one (1) b'tili, one (1) Paymett-Processing and two (2) View -only licenses, and shall be paid directly to PSC. After the first annual period, the fee may be increased by no more than 8°!6 annually. 7. Not for Commercial Use or Resale. Use of the Software is limited to use by the End User. The End User may not use this Software for commercial proposes. The End User may not resell, or otherwise transfer for vahm, the Software. S. Removal, Transfer, or Modification of Software. The End User shall keep all copies of the Software at the actual site(s) of installation and in no other place (except that one back-up copy may be kept at the End User's usual location for keeping computer data back-ups). The End User shall not remove dw Software outside the United States. The End User shall not modify nor authorize . modification of the Software in any manner without express written permission of PSC. 4. Reproduction and Copyright. The Software is protected under the Copyright and patent laws of the United States, and as extended by treaty, Canada. The End User may not copy, or allow anyone else to copy or otherwise reproduce, any part of the Software without prior written consent of PSC, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network. The Software must be copied as a whole, and the -use of each such copy shall be governed by this Agreement. All other copying is prohibited. 10. Limitations on Reverse Engineering, Decompilation and Disassembly. The End User may not reverse engineer, decompile, or disassemble the Software. 11. Separation of Components. The Software is licensed as a single/ product. Its component parts may not be separated. 12. Notices of Intellectual Property Rights. The End User shall assure that PSC I s notices of intellectual property (e.g., patent, trademark, and copyright notices), if any, shall remain visible on the Software when displayed electronically or when output created by it is printed out. 13. Warranty and Disclaimer. The Software will perform substantially in accordance with its accompanying documentation, and the functional description of features in PSC's marketing literature. PSC agrees to correct or replace, at its • AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement a own expense, any software that does not conform to this documentation or description of features. As to the Software and its documentation, ALL WARRANTIES QF WRCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE, EXPRESS OR BOLIED, EXCEPT FOR THOSE CONTAMED IN THIS AGREEMENT, ARE DISCLAIMED AND WAIVED BY PSC. The Software is licensed "as is" and PSC does not guarantee that the Software will meet "all requirements" of the End User's business or all requirements of the Software with which it interacts. PSC shall not be responsible for any damages, consequential or otherwise, that the End User or its employees or agents in the use of the Software may suffer. (Such damages shall include but not be limited to lost profits, lost collections, lost revenues, all actions lying in tort, prima We tort, or any other cause of action arising out of the use or performance of the Software.) 14. Termination. The software license shall terminate immediately if the End Usar does not comply with any term of this Agreement, including but not limited to, nonpayment of license and maintenance fees, nonpayment of other contracted for services, removal of the Software to other locations, unauthorized copying of the Software, or modifying the Software in any mama. The End User may terminate this license at any time by so indicating with 30-day prior written notice to PSC. 15. Retara/Destruction of Software. Upon termination, this license shall cease; all copies of the Software and documentation shall be returned to PSC or destroyed, at PSC's option. Any use of the Software after termination is not authorized by PSC and shall be considered by PSC to be infringement of its intellectual property rights. 16. Protection of PSC Trade Secrets avid Intellectual Property. Except as directed by PSC and permitted under this Agreement, the End User shall not at any time during or after the term of this Agreement allow the copying of the Software or its documentation by any person, or permit any other person to authorize copying or make copies of the Software, its documentation, or any part of it. The End User stall not decompile, reverse engineer, or disassemble the Software. Only the End User' s employees or agents understanding the basic tertns of this license and who are aware of PSC's ownership of the Software shall have access to any facility having the capability to copy decompile, disassemble, or modify the Software. PSC hereby grants the right to the End User to copy the licensed Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on the End User's single -user system, waltiple- user system, or network, as authorized by this Agreement. 17. Audits. PSC may make reasonable examinations of the End User's computer AOT Public SaFety Corporation Annual End User Software License and Maintenance agreement Page 4 installations to ascertain that the End User is complying with the limitations Won copying stated in this Agreement. If such an examination shows any non- compliance, PSC may terminate this Agreement, and the End User shall pay all expenses of such examination. 18. injunctive Relief. The misuse, copying, or disclosure of the Software will give rise to irreparable injury to PSC, and leave PSC inadequately con4vasated in damages. Accordingly, PSC may seek and obtain injunctive relief against the End User's breach or threatened breach. in addition to any other legal remedies, such as suit for copyright infringement, which may be available. The End User hither acknowledges and agrees that these covenants are necessary for the protection of PSC's legitimate business interests and are reasonable in scope and content. 19. Related Software. This Agreement may be executed concurrently along with an agreement with other software cornpaaies that cover certain application software that works with the Software. The End User acknowledges that the other software companies and PSC are each responsible for different A=tions and that there arc no representations or agreements regarding the Software other than those contained in this Agreement. 20. Governing Law. The laws of the State of Maryland, United States shall govern this Agreement. 21. Assignments, Transfers. This Agreement, the rights, duties, and obligations in this license, or the Software and its documentation may not be assigned or transferred by the End User. 22. Notices. Notices to parties shall be at the addresses stated above. 23. Consent to durisdictiou, Venue, and Service. All legal proceedings relating to the subject mutter of this Agreement shall be maintained in courts sitting within the State of Maryland, United States. The End User consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, addressed to the party where it is to receive notice. 24. Seversbibity. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired 25. No Waiver. The failure by any party to exercise any right stated in this Agreement shall not be deemed a waiver of the right. ,. AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 5 26. Complete Agreement. This Agreement, signed by both parties, sets forth the entire understanding of the parties as to its subject matter and may not be modified except by fiuther written agreement. below. WHEREAS, the parties have executed this Agreement on the dates indicated AOT Publle Safety Corporation ME [Authorized Signing Officer] [Name and Title — please print] Date: City of Evanston, Illinois 1.0 Date: [Authorized Signing Officer] [Name and "rifle - please print] .. AOT Public Safety Corporation Annual End User Software License and Maintenanoe Agreement SCHEDULE A — PROVIDED SOFTWARE LICENSES One (1) FvB, one (1) Payment -Processing and two (2) View -Only CryWolf Licenses — Each License provides full time use on one Personal Computer Workstation, including telephone support (M-F, 4am — 5pm, EST, excluding holidays) and standard software updates. Initial Fee (covers 6 month period from live operation) First Full CryWolf License $16,500.00 Payment -Processing License 4,000.00 2 View -Only Licenses 3.000.00 Initial Licensee Fee $23,500.00 Annual Fee, after initial 6 month operating period (Invoiced 6 months after live operation and annually thereafter — See Paragraph 6) First Year Annual License And Maintenance Fee (includes Software upgrades and telephone software) NOTES: Above prices exclude any applicable taxes. $ 4, 700.00 Page 6 These prices do not include Microsoft Access, SQL Server, Oracle or other database licenses. These licenses will be provided by the City of Evanston. Prices are firm until March 15, 2005. AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 7 SCHEDULE B — PROVIDED SERVICES Installation. and Training Services (Described in Scheduled 'D — Statement of Work) Ott site Installation Prgmration On -site Software Installation On -site Training On -site and Off -site Go Live Assistance off -site post -installation support (six rrwnths, beginning at software installation) Installation and Training Services Software Installation, Training, Alarm File Interlace, Six Month Telephone Support and Software Updates $10,000.00 Data Conversion Services Conversion of Current Registration Data (Approx 7,000 records — from MS Access Database) 4.500.00 Total Services $ 14,500.00 Travel Expenses 2.500.00 Total Services and Expenses $17,000.00 NOTES: The above services prices exclude any applicable takes. Prices are firm until March 15, 2005. AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 8 SCHEDULE C - PAYMENT TERMS Invoices will be submitted to the City of Evanston in accordance with the following schedule: Upon Final Project Plan Approval Order Amount $12,150.00 Upon Completion of Software Installation, Training, CAD Alarm Data Interface and Data Conversion Services 20,250.00 'Upon Start of live System Operation NOTES: 8.100.00 Total Initial Project Investment $ 40.500.00 First Year Annual License & Maintenance Fee (Due 6 months after live operation) S 4,700.00 All invoices will be due and payable within 30 days (net 30 terms). Late payments are subject to a 2% monthly fee. Above prices exclude any applicable takes.