HomeMy WebLinkAboutC22-099 Porter Lee Corporation_Crime Fighter BeastPorter Lee Corporation Software Licensing Agreement
Revision Date: 9/20/2018
1.Parties. This Porter Lee Corporation Software
Licensing Agreement (the “Agreement”) is between the
Porter Lee Corporation (“PLC”) and
_____________________________________________
(the “Customer”).
2.Effective Date. The effective date of this
Agreement is ______________.
3.Term. The Term of this Agreement shall be in effect
and continue unless and until terminated pursuant to
Section 4 of this agreement.
4.Termination. PLC may terminate this Agreement if
Customer is in material breach of any of the terms and
conditions of this Agreement and fails to correct such
breach within ten (10) days written notice thereof.
5.Software. PLC maintains all intellectual and
proprietary rights to the software granted herein. PLC’s
suite of modules and applications are collectively
referred to as the Crime Fighter BEAST (“Software”).
6.Scope. This Agreement grants the Customer a
perpetual, non-exclusive license to use the Software.
The total number of licenses accessing the software may
not exceed the total number of licenses purchased.
Copies of the software may be made for archival or back-
up purposes only. The Software may not be
redistributed, leased, or licensed for any reason. The
Software, and/or its database, may not be decompiled,
modified, translated, disassembled, or utilized to
produce a derivative work. Additional licenses may be
purchased at a later date, per the Customer’s needs.
7.Licenses. Customer has been granted _________
licenses for Customer’s sole use which permit the
installation of the BEAST on ___________ device(s),
unless additional licenses are bought for each additional
device desired. Licenses granted to Customer are non-
transferable, non-assignable, and non-exclusive for the
duration of the term of the Agreement. Customer may
use the Software in executable format for its own use,
and may translate or modify the licensed programs, or
incorporate them into other software. Customer may not,
however, transfer or sublicense the Software to any third
party, in whole or in part, in any form, whether modified
or unmodified, without the express written consent of
PLC.
8.Patent and Copyright Indemnification.
PLC will defend at its own expense any action brought
against Customer to the extent it is based on a claim that
the Software used within the scope of the license granted
herein infringes a United States patent, copyright or
other proprietary right of a third party. PLC shall have
no liability for any claim of patent, copyright, or trade
secret infringement based on the use of Software in any
form other than the original, unmodified form provided
to Customer.
9.Notices. All notices in connection with this Agreement
shall be in writing and may only be given by certified,
registered, or first-class mail, or personally delivered to
an officer or agent of the parties and at the addresses
listed below.
10.Successors. This Agreement will be binding upon
and will inure to the benefit of the parties hereto and their
respective representatives, successors, and assigns,
except as otherwise provided herein.
11.Severability. In the event any provision of this
Agreement is determined to be invalid or unenforceable,
the remainder of this Agreement shall remain in force as
if such provision were not a part hereof.
12.Governing Law/Forum. This Agreement shall
be governed and interpreted by the laws of the State of
___________________________. Both parties hereby
agree and consent to the Circuit Courts of
_________________, ___________________________
as the exclusive venue and jurisdiction for the resolution
of any disputes hereunder.
13.Non-Assignment. This Agreement and the licenses
granted by it may not be assigned, sublicensed, or
otherwise transferred by a party without the prior express
written consent of the other party.
14.Entire Agreement. This Agreement sets forth the
entire understanding between the parties with respect to
the subject matter hereof, and merges and supersedes all
prior agreements, discussions and understandings,
express or implied. This Agreement shall take
precedence over any additional or conflicting terms
which may be contained in Customer's purchase order or
PLC's order acknowledgment forms.
____________________________________
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Address:
City:
0885 E Chambers Ave.
PO Box 359
Eagle State: CO Zip: 81631
PORTER LEE CORPORATION
By: ____________________________________
Name: Sarah J. Mikolajczyk
Title: Chief Operating Officer
Address: 1901 Wright Blvd
Schaumburg, IL 60193
Eagle County Sheriff's Office
Colorado
Colorado Eagle County
3
3
Eagle County Sheriff's Office
DocuSign Envelope ID: A65BFD06-333E-44D5-BF41-16E8F0790C8B
County Manager
Jeff Shroll
Porter Lee Corporation Support and Maintenance Agreement
PORTER LEE CORPORATION
_________________________________________________
Sarah Mikolajczyk, Chief Operating Officer
1901 Wright Boulevard
Schaumburg, Illinois 60193
1.Parties. This Porter Lee Corporation Software Support and Maintenance
Agreement is between Porter Lee Corporation (“PLC”) and Eagle County
Sheriff’s Office (“Customer”).
2.Effective Date. The effective date of this Porter Lee Corporation
Software Support and Maintenance Agreement (“Agreement”) is [ ].
3.Term. Unless otherwise contracted, the term of this Agreement shall be in
effect and continue for a period of one (1) year unless and until terminated
pursuant to Section 4 of this agreement and subject to Customer’s proper
performance of its obligations hereunder. This agreement shall automatically
renew for a period of one (1) year, and will continue to automatically renew
each year thereafter, until and unless either party provides written notice of
intent to terminate renewal, no less than sixty (60) days prior to the Renewal
Date. The Renewal Date shall be one (1) year, and each consecutive year
thereafter, following the Effective Date of this Agreement.
4.Termination. PLC may terminate this Agreement if Customer is in
default of any of the terms and conditions of this Agreement , including but
not limited to non-payment of fees and material breach, and fails to correct
such default within ten (10) days after written notice thereof from PLC.
Customer may terminate this Agreement with or without cause by providing
no less than thirty (30) days prior written notice thereof. County shall pay
PLC for Services satisfactorily performed prior to the date of termination.
5.Scope. Upon payment of the required Software Maintenance and Support
Fee by Customer, PLC hereby agrees to provide software maintenance and
support for the Crime Fighter Beast (Software) to Customer for the agreed
upon term.
6.Maintenance. PLC will provide enhancements to existing features when
it reaches production code for other customers. PLC will provide the
corresponding up-to-date documentation with all new enhancements. PLC
will provide Customer with detailed documentation of all new features, as and
when it reaches production code for other customers. Customer has the option
to incorporate these new features into existing systems. If additional
customization hours are required by PLC to add these features, Customer must
explicitly approve in writing the additional costs due PLC before
implementation. PLC will not introduce enhancements to existing systems
which require Customer to add such features. However, PLC reserves the
right to incorporate new features to the base Software, provided it is
implemented in such a manner as to be consistent with the previous sentence.
Customer reserves the right to not upgrade to a new release of the Software.
PLC will provide to Customer continued maintenance on previous Software
versions should such an upgrade be released. All releases of the Software will
be certified in Windows XP, 7, 8, 10 and 11. No later than six (6) months
following the release of a new version of the operating system, PLC will notify
Customer of PLC’s intention to convert the Software to the new release.
Conversion will not require Customer to update to the new operating system.
7.Support. PLC establishes the following Technical Support guidelines:
a.PLC Obligations. All support requests (phone or email) will be given a
ticket number and assigned to a PLC Support Staff Individual. The assigned
individual aims to generate follow-ups on the status and/or resolution to the
reported issue to the Customer within one (1) hour following the initial receipt
and/or acknowledgment of Customer’s issue(s) by PLC. Standard Support
Hours are Monday through Friday from 7:30 a.m. (CST) to 5:30 p.m. (CST),
excluding federally observed holidays. Emergency Hours support is available
to Customer at no additional charge. A Support Staff Individual will be
reachable via cellular phone; the information to which will be provided the
Customer.
[EAGLE COUNTY, COLORADO SHERIFF’S OFFICE]
______________________________________________
Name/Title:
Address: 0885 E. Chambers Ave, PO Box 359
City/State/Zip: Eagle, CO 81631
b.Customer Obligations. Customer agrees to train their technical staff and
third party users in the general architecture, technical support, and
configuration of the CRIME FIGHTER BEAST software. Only Customer’s
trained technical staff is granted permission to contact PLC’s Support Center
for assistance without the express written consent of PLC. Customer agrees
to supply PLC with the means to remote access to the Customer’s technical
architecture for trouble shooting, problem resolution, and general support.
Customer will provide the necessary access for a limited time for such support,
as well as for releases and patches.
8.Fees. The annual cost for the Software’s maintenance and technical support
is specified in the quote and is incorporated within the agreed upon price. The
cost of maintenance will not change during the term of this Agreement, but
may be revised annually to accommodate the needs of both the Customer and
PLC. All Software additions related to the reliability or operation of the
Software will be provided at no additional cost. Customer will be granted one
upgrade to the latest version of the Software annually, without additional cost.
Further upgrades or individualized customizations will be billed to the
Customer on a case-by-case basis. Notwithstanding anything to the contrary
contained in this Agreement, County shall have no obligations under this
Agreement after, nor shall any payments be made to Contractor in respect of
any period after December 31 of any year, without an appropriation therefor
by County in accordance with a budget adopted by the Board of County
Commissioners in compliance with Article 25, title 30 of the Colorado
Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et.
seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec.
20).
9.Programming Credit Plan (if eligible). A programming credit of
eleven percent (11%) is available to qualifying customers. Please ask a Porter
Lee representative for additional information.
10.Notices. All notices in connection with this Agreement shall be in writing
and may be given by certified, registered, or first class mail or personally
delivered to Porter Lee Corporation, 1901 Wright Blvd, Schaumburg, IL
60193. Notice will only be deemed effective upon personal delivery to PLC,
or if by mail, certified.
11.Successors. This Agreement will be binding upon and will inure to the
benefit of the parties hereto and their respective representatives, successors
and assigns except as otherwise provided herein.
12.Severability. In the event any provision of this Agreement is determined
to be invalid or unenforceable, the remainder of this Agreement shall remain
in force as if such provision were not a part hereof.
13.Governing Law/Forum. This Agreement shall be governed and
interpreted by the laws of the State of Colorado. Eagle County Colorado shall
be the appropriate venue and jurisdiction for the resolution of any disputes
hereunder. Both parties hereby consent to such personal and exclusive
jurisdiction.
14.Non-Assignment. This Agreement and the rights assigned within it may
not be reassigned, sublicensed, or otherwise transferred by Customer without
the prior written consent of PLC.
15.Entire Agreement. This Agreement sets forth the entire understanding
between the parties with respect to the subject matter hereof, and merges and
supersedes all prior agreements, discussions and understandings, express or
implied. This Agreement shall take precedence over any additional or
conflicting terms which may be contained in Customer's purchase order or
PLC's order acknowledgment forms.
DocuSign Envelope ID: A65BFD06-333E-44D5-BF41-16E8F0790C8B
County ManagerJeff Shroll
DocuSign Envelope ID: A65BFD06-333E-44D5-BF41-16E8F0790C8B
DocuSign Envelope ID: A65BFD06-333E-44D5-BF41-16E8F0790C8B
