HomeMy WebLinkAbout2008 CON PoliceReports.US - License & Hosting ServicesMASTER AGREEMENT AGREEMENT NO. CA008
This Master Agreement (Agreement") is made and entered into as of the effective date (`Effective Date") by and
between POLICEREPORTS.US, LLC ("PoliceReports.US"), a North Carolina limited liability company with an office
located at 164 Shipyard Pointe Rd., Mooresville, North Carolina 28117-9401; and The National City Police Department
with an office located at 1200 National City Blvd., National City, California 91950.
PoliceReports.US and Agency hereby agree as follows:
This Agreement consists of this signature page, the attached Terms and Conditions, and the Schedules selected
below, all of which are hereby incorporated into this Agreement by this reference as if set forth in full:
The term of this agreement shall be for a period of three years commencing on the effective date. Thereafter the
agreement shall automatically renew for successive terms of one year each unless either party gives the other party
written notice to terminate at least 30 days prior to the expiration of the current term.
Agency / PoliceReports.US (Please Initial) Contract Effective Date:
1I/6 /o8
/ HCH Schedule A: PoliceReports.US License and Hosting Services
The hosting of an unlimited number of reports.
/ HCH Schedule B: PoliceReports.US E-Commerce Hosting Services
Refer to Attached Schedule B Exhibit 1 for fees.
The parties each hereby cause this Agreement to be executed by their duly authorized representative effective as of
the Effective Date.
Agency:
PoliceReports.US:
National City Police Department PoliceReports.US, LLC
By:
By:
Name Printed: �o� ..i�4 leF3 Name Printed: H. C. FliWcutt
Title:
Title: President
Mutual Non -Disclosure Agreement
THIS MUTUAL NON -DISCLOSURE AGREEMENT, ("Agreement"), beginning on the effective date of the contract ("Effective Date`) is
made this day II/(o/O& between THE NATIONAL CITY POLICE DEPARTMENT ("Agency"), and POLICEREPORTS.US, LLC
("PoliceReports.US"), a North Carolina limited liability company with an office located at 164 Shipyard Pointe Rd., Mooresville, North
Carolina 28117-9401.
WHEREAS, the parties understand that certain confidential and proprietary information ("Information"), as defined herein, may
be provided by one party ("Discloser") to the other party ("Recipient") in the course of the parties' business dealings; each party to this
Agreement may be a Discloser and/or a Recipient, and hereby agrees to comply with the terms and conditions herein applicable to its
role as either a Discloser or Recipient. For purposes of this Agreement, "Discloser" and "Recipient" shall include any parent, subsidiary,
affiliate of, or entity under common control with any entity constituting the Discloser or Recipient.
PoliceReports.US and Agency hereby agree as follows:
1. For purposes of this Agreement, "Information" shall
mean any information, data, or materials pertaining to a party's
or its subsidiary's business, financial, or internal plans or
affairs, regardless of form of communication (whether oral, in
hard copy, electronic, magnetic recording or storage. graphic or
written form. or any other medium whatsoever), and whether
furnished before, on, or after the date of this Agreement, that is
not currently available to the general public, and for which the
owning party derives actual or potential value from such
unavailability
"Information' includes: but shall not be limited to, business
plans and processes, strategies and technologies, business
forecasts, product or service development information, financial
information (including billing, pricing, and costs), commercial
and marketing information and data. technical information,
personnel information, customer information, lists or identities
of actual or potential customers, status and terms of contract
negotiations, and computer source and object code, and all
analyses, compilations, forecasts. data, studies, notes,
translations, memoranda, or other documents or materials,
prepared by Recipient containing, based on, or generated or
derived from, any Information furnished by Discloser.
"Information" shall NOT include (a) any information that is or
becomes generally available to the public through no breach of
this Agreement by Recipient; (b) any information that Recipient
can demonstrate as being within Recipient's legitimate
possession prior to the time of disclosure of such information
by or on behalf of Discloser to Recipient; (c) any information
that is disclosed to Recipient on a non -confidential basis by a
third party who has legitimate possession thereof and the
unrestricted right to make such disclosure; (d) any information
developed by Recipient independently of, and without
reference to, any Information disclosed by Discloser to
Recipient; and (e) any information which is disclosed with the
written consent of the Discloser. Neither Party shall be liable
for disclosure of Information made in response to a valid order
of a court or authorized governmental agency, provided that
Recipient gives prompt prior written notice to Discloser such
that Discloser has a reasonable opportunity to seek a
protective order or other appropriate relief. If requested,
Recipient shall reasonably cooperate at Disclosers expense in
defending against any such court or administrative order.
2. In the event that Agency is the Recipient of
Information, Agency expressly acknowledges and agrees that
all Information provided by Discloser will be used by Agency
solely for the purpose of evaluating a potential business
relationship with Discloser. In the event that PoliceReports.US
is the Recipient of Information, PoliceReports.US expressly
acknowledges and agrees that all Information provided by
Discloser will be used by PoliceReports.US solely for the
purpose of evaluating technological compatibility with
PoliceReports.US technology and/or preparing a proposal to
Agency. Except as provided in a subsequent written
agreement between the parties, the provision of Information
shall not be construed as creating any express or implied
license to develop, manufacture. or otherwise use the
Information in any manner. Recipient agrees: (a) to safeguard
the Information from theft, piracy, or unauthorized access, and
to hold the Information in strict confidence and secrecy using at
least the same level of care and protection against disclosure
as Recipient uses in protecting its own most confidential and
proprietary information; (b) not to use the Information for any
purpose other than Recipient's business dealings with
Discloser or otherwise for the benefit of Discloser; (c) not to
reveal or disclose the Information to any individual: firm, or
entity without the prior written consent of Discloser, other than
Recipient's officers, directors, or employees with a clear need
to know such Information in order to perform responsibilities
consistent with the parties' business dealings contemplated
herein; and (d) to disclose Information to its employees only on
a "need -to -know' basis and to inform its employees of their
obligations under this Agreement, taking such steps as may be
reasonable in the circumstances. or as may be reasonably
requested by Discloser, to prevent any unauthorized
disclosure, copying, or use of the Information
3. This Agreement is effective as of the date written
above and shall terminate three (3) years from the Effective
Date, unless otherwise terminated earlier or extended in writing
by the parties.
4. Discussions between the Parties may be terminated
by any one party to this Agreement, as evidenced by a signed
notice of termination from any party to the other. Upon
termination of discussions, Recipient will immediately return to
Discloser or certify in writing the destruction of all originals and
whole or partial copies, as may exist in any form of media, of
Information and other materials provided by Discloser (or that
was developed by the Parties) in regard to the subject matter of
this Agreement. Recipient's obligations hereunder shall
survive such termination of discussions for a period of five (5)
years from the Effective Date.
5. Recipient acknowledges that Information provided
pursuant to this Agreement constitutes unique, valuable, and
special business of Discloser. Recipient agrees that an
impending or existing violation of any provision of this
Agreement would cause Discloser irreparable injury for which
Discloser would have no adequate remedy at law, and agrees
that Discloser shall be entitled to obtain immediate injunctive
relief prohibiting such violation, without bond, in addition to any
other rights and remedies available to it. Recipient agrees to
reimburse Discloser for any and all losses, liabilities, damages,
costs, and expenses (including reasonable attorneys' fees and
court costs) incurred and sustained by Discloser as a result of
Recipient's breach of this Agreement.
6. Recipient shall be liable for the negligent or intentional
disclosure of Information.
7. This Agreement shall be deemed to have been
executed in the State of California and will be governed by and
construed in accordance with the laws of the State of
California. In the event any one or more of the provisions
contained in the Agreement is held invalid. illegal, or
unenforceable, such invalidity or illegality shall not affect any
other portion of the Agreement and such unenforceable
provision shall be severed. The jurisdiction for disputes shall
be deemed San Diego County Superior Court, South Bay
Division.
8. This Agreement may be amended or modified only in
writing signed by both parties hereto, or other authorized
representatives of the parties. This Agreement shall be binding
upon the successors and assigns of both parties. No term or
provision of this Agreement shall be deemed waived by
Discloser, and no breach excused, except by written waiver or
consent signed by Discloser. Such waiver or consent shall not
constitute waiver or consent to any other, different, or
subsequent breach.
9. The Parties each warrant that the respective individuals whose signatures appear below on their behalf have been duly
authorized to sign this Agreement and to bind each Party hereto.
PoliceReports. US
Signature
Name. H. Craiq H
Title: President
Novo
Date:
Agency: National City Police Department
Signature'
Name:,��1� �.✓�-�/tom
Title:
Date
National City Police Department 6 Oct 06
2
TERMS AND CONDITIONS AGREEMENT NO. CA008
These Terms and Conditions ("Terms and Conditions") between PoliceReports.US, LLC (hereinafter "PoliceReports US") and The
National City Police Department (hereinafter "Agency") are incorporated into the Master Agreement ("Agreement") executed by and
between the parties.
1. General. These Terms and Conditions provide for terms that
are common to all attached Schedules. Accordingly, in the case
of any conflict between these Terms and Conditions and any
attached Schedule, these Terms and Conditions shall control and
govern, unless otherwise expressly stated to the contrary.
2. Defined Terms. For the purposes of this Agreement, and in
addition to any other terms defined elsewhere in this Agreement,
the following terms shall have the following meanings:
(a) "Content" means data, materials, documentation,
computer software, inventions (whether or not patentable),
methods, processes, discoveries, improvements, materials,
formulas, research, documentation, know-how, data, techniques,
text: pictures, audio: video, animations, artistic works, and all
works of authorship or other subjects of any Intellectual Property
Rights.
(b) "Agency Information" means all Agency Information
Inputs. All Agency Information shall be deemed 'public records"
or "public information" as such terms are defined in the North
Carolina General Assembly General Statutes, Section 132-1(a).
(c) "Agency Information Inputs" mean all Content, other
than Metadata, that is furnished to PoliceReports.US by Agency.
(d) "Confidential Information" means any information,
regardless of form. which is used in PoliceReports.US's business
that is or may in the future be valuable because it is not generally
available or generally known to competitors and for which
reasonable precautions are taken to protect its confidentiality,
and information from third parties that is required to be retained in
confidence, including: the PoliceReports.US Technology in any
form, Metadata, Documentation, formulas, patterns, devices,
compilations of information, technical or nontechnical data.
financial information, personnel information, customer or potential
customer information, records, development plans, product
information, business plans, computer software in any form, and
trade secrets. Agency and PoliceReports.US expressly stipulate
that Confidential Information meets the criteria set forth in the
North Carolina General Assembly General Statutes, Section 132-
1.2(1)a-d, and as such shall not be interpreted to constitute
"public records" or "public information."
(e) "Fees" means all Subscription Fees, Services Fees,
and all other fees payable to PoliceReports.US in accordance
with the terms and conditions of this Agreement.
(f) "Intellectual Property Rights" means copyright, patent,
trademarks, trade names, service marks, moral rights, and other
proprietary rights.
(g) "Licensed Materials' means any computer software or
algorithms in any form created within the scope of the Services,
other than the PoliceReports.US Technology.
(h) "Metadata" means information that describes the
attributes of certain data and such data's relationship to other
data, including (i) whether the data must be numerical,
alphabetic, or alphanumeric, (ii) range or type limitations of the
data, (iii) one-to-one, one -to -many, or many -to -many relationships
with other data. (iv) file layouts, (v) data formats, (vi) document
type definitions. (vii) XML schemas, and (viii) style sheets.
(i) "Modification" means an enhancement, new version,
new module, update. error correction, upgrade, or other change
or modification.
(j) "PoliceReports.US Hosting Services" means
PoliceReports.US's services involved with hosting the Agency
Information.
(k) "PoliceReports.US Technology" means that computer
software, Metadata, algorithms, and Documentation, and other
technology that enables the PoliceReports.US Hosting Services
and all other technology -based performance by PoliceReports.US
hereunder, together with all Modifications thereof created by or on
behalf of PoliceReports.US from time to time.
3. Warranties.
3.1. PoliceReports.US Warranties.
(a) PoliceReports.US warrants that it owns or has
acquired rights to all proprietary interests in the PoliceReports.US
Technology necessary to grant the licenses and rights set forth in
this Agreement.
(b) PoliceReports.US warrants that (i) it has full
authority to execute and perform this Agreement; (ii) this
Agreement has been duly executed and delivered by
PoliceReports.US and constitutes its legal, enforceable and
binding obligation; and (iii) its execution and performance of this
Agreement will not violate any law or breach any other
agreement.
(c) PoliceReports.US warrants that all services it
performs hereunder shall be performed in a competent and
workmanlike manner consistent with good practices in the
information technology services industry. Each party agrees to
take reasonable efforts to identify to the other any failures to
perform as set forth in this subsection in order that curative
measures may be taken.
3.2. Agency Warranties.
(a) Agency warrants to PoliceReports.US that (i)
Agency has full authority to execute and perform this Agreement;
(ii) this Agreement has been duly executed and delivered by
Agency and constitutes the legal, enforceable and binding
obligation of Agency; and (iii) Agency's execution and
performance of this Agreement will not violate any law or breach
any other agreement.
(b) Agency warrants (i) that Agency has obtained all
licenses, permissions, and other rights from third parties
necessary or appropriate for PoliceReports.US to perform the
Hosting Services, (ii) that all Agency Information Inputs do not
contain any libelous material, do not infringe any trade name,
trademark, trade secret, or copyright of any third party, and are
otherwise lawful; and (iii) that the delivery of the Agency
Information Inputs and the use of the Agency Information Inputs
by PoliceReports.US in the performance of the Services complies
with and does not invade or violate any right of privacy, personal
right or Intellectual Property Rights, or other common law or
statutory right, including any rights under the Gramm -Leach -Bliley
Act.
4. Agency's General Responsibilities.
4.1. Data. Agency will deliver to PoliceReports.US the
Agency Information Inputs necessary to perform the Services in a
National City Police Departmen ' ertns and Conditions 6 Oct 06
format and media reasonably specified by PoliceReports.US.
PoliceReports.US will not be deemed in breach of this Agreement
in the event that its failure to meet the responsibilities and time
schedules for any Services is caused by Agency's failure to meet
(or delay in) such responsibilities and time schedules.
5. Intellectual Property Ownership and License. The parties'
respective Intellectual Property Rights are set forth in this
Section.
5.1. Agency Information and Other Work Product. As
between PoliceReports.US and Agency, Agency shall own all
Intellectual Property Rights in and to the Agency Information.
Agency, grants to PoliceReports.US a non-exclusive, worldwide,
paid -up license to use the Agency Information during the term of
this Agreement solely for the purposes of performing hereunder.
5.2. PoliceReports.US Technology. As between
PoliceReports.US and Agency, PoliceReports.US shall own all
Intellectual Property Rights in and to the PoliceReports.US
Technology. PoliceReports.US grants to Agency a license to use
the Documentation and access the Hosting Services for certain
purposes solely in accordance with the terms and conditions of
Schedule A.
5.3. Licensed Materials. As between PoliceReports.US and
Agency, PoliceReports.US shall own all Intellectual Property
Rights in and to the Licensed Materials. PoliceReports.US hereby
grants to Agency a nonassignable and nonexclusive right and
license to use and modify the Licensed Materials for Agency's
internal use only during the term of this Agreement.
5.4. Preexisting Materials. As between PoliceReports.US
and Agency, PoliceReports.US shall own all Intellectual Property
Rights in and to the Preexisting Materials. PoliceReports.US
hereby grants to Agency a nonassignable and nonexclusive right
and license to use the Preexisting Materials for Agency's internal
use only during the term of this Agreement.
5.5. Metadata. PoliceReports.US Agency may not use or
distribute the Metadata provided by PoliceReports.US in
connection with providing information or services to any third
party in a manner that is competitive with PoliceReports.US's
product or service offerings.
5.6. Further Assurances. Each party agrees to perform,
during or after the term of this Agreement, such further acts as
may be necessary or desirable to transfer, perfect, and defend
each party's ownership as set forth above, as requested by the
other party.
5.7. Reservation of Rights. Except as expressly set forth in
this Article 5, all other rights of the owner of the Intellectual
Property Rights in and to the Content described in this Article 5
are reserved to the owner thereof, and no rights or licenses
whatsoever are granted to the other party by implication.
6. Indemnification.
6.1. Intellectual Property. PoliceReports.US shall at its
expense (a) defend, and/or at its option settle, any claim,
demand, action, or legal proceeding asserted or brought by a
third party against Agency alleging that the PoliceReports.US
Technology infringes or misappropriates a copyright, trade secret,
or U.S. patent ("IP Claim") and (b) pay any final judgment
incurred against Agency, resulting from any IP Claim. If the
PoliceReports.US Technology becomes, or in the opinion of
PoliceReports.US may become, the subject of an IP Claim,
PoliceReports.US may at its option: (i) procure for Agency the
right to use the Hosting Services as described in Schedule A &
B free of any liability; (ii) replace or modify the PoliceReports.US
Technology to make it noninfringing, while retaining its material
functionality, or (iii) if neither (i) nor (ii) are available after
commercially reasonable efforts, terminate this Agreement and
the licenses granted herein and refund to Agency any prepaid
Fees. Notwithstanding the foregoing, PoliceReports.US shall
have no obligation with respect to any action based on (i) the
combination, operation or use of the Hosting Services with any
other products or software not furnished by PoliceReports US
where the Hosting Services otherwise would not itself be
infringing; (ii) any modification, alteration or enhancement to the
PoliceReports.US Technology not provided by PoliceReports.US,
(iii) use of any older version of the PoliceReports.US Technology
when use of a newer version would have avoided the
infringement. or (iv) use of the Hosting Services in breach of this
Agreement. THIS ARTICLE 6 SETS FORTH THE EXCLUSIVE
REMEDY OF AGENCY AGAINST POLICEREPORTS.US AND
THE COMPLETE LIABILITY OF POLICEREPORTS.US WITH
RESPECT TO ANY CLAIM AND THE WARRANTY SET FORTH
IN SECTION 3.1(A).
6.2. By PoliceReports.US Generally. PoliceReports.US
shall at its expense (a) defend, and/or at its option settle, any
claim, demand, action, or legal proceeding asserted or brought by
a third party against Agency arising out of or resulting from any
breach of the warranty set forth in Section 3.1(b)
("PoliceReports US Warranty Claim") and (b) pay any final
judgment incurred against Agency, resulting from any
PoliceReports.US Warranty Claim
6.3. By Agency. Agency acknowledges and agrees that
PoliceReports.US has no control over the content of the Agency
Information Inputs, and further acknowledges that
PoliceReports.US shall under no circumstances bear any liability
from any claim based on the content of the Agency Information
that is provided through the Hosting Services. Agency shall at its
expense (a) defend, or at its option settle, any claim, demand,
action, or legal proceeding asserted or brought by a third party
against PoliceReports US arising out of or resulting from any
breach of the warranties set forth in Section 3.2 ("Agency
Warranty Claim") and (b) pay any final judgment incurred against
PoliceReports.US, resulting from any Agency Claim, not
otherwise specified herein.
6.4. Indemnification Generally. The indemnifications set
forth in this Article 6 are conditioned upon (i) the party to be
indemnified (the "Indemnified Party") providing the party to
provide the indemnification (the "Indemnifying Party") prompt
notice of any claim upon which the Indemnified Party intends to
base a claim of indemnification hereunder, (ii) the Indemnified
Party permitting Indemnifying Party to assume and to have sole
control of the defense and settlement of the applicable claim, and
(iii) the Indemnified Party providing reasonable assistance and
cooperation to enable the Indemnifying Party to defend the
applicable claim.
7. Equitable Remedies. Agency acknowledges that each
provision in this Agreement providing for the protection of the
PoliceReports.US Technology, each party's Confidential
Information and other proprietary rights and the scope of the
licenses granted herein is material to this Agreement. Each party
agrees that any threatened or actual breach thereof shall
constitute immediate, irreparable harm to the other party for
which monetary damages is an inadequate remedy and for which
equitable remedies may be awarded by a court of competent
Agency without requiring the other party to post a bond.
8. Fees and Payment.
8.1. All Fees are net amounts to be received by
PoliceReports.US, exclusive of all sales taxes, value added
taxes, assessments, and similar taxes. Notwithstanding the
National City Police Department Terms and Conditions 6 Oct 06
foregoing, PoliceReports.US shall be responsible for the payment
of all income taxes of PoliceReports.US.
8.2. Agency will reimburse PoliceReports.US for all agency
pre -approved out-of-pocket expenses (collectively, "Expenses")
incurred in rendering Services to Agency. Expenses include,
without limitation, reasonable travel expenses (including
transportation, lodging, and meals) and the cost of courier
services, photocopying, communications charges, long distance
telephone calls, and similar expenses.
8.3. Fees and Expenses due to PoliceReports.US under
this Agreement may not be withheld or offset by Agency against
any other amounts for any reason.
9. Compliance With Laws. Agency and PoliceReports.US will
strictly comply with all applicable laws and regulations relating in
any way to its performance under this Agreement, the delivery of
the Agency Information Inputs, the receipt and use of the results
of the Services, and the use of the PoliceReports.US Technology
as authorized herein including obtaining all necessary licenses or
permits and any other government approvals. Agency and
PoliceReports.US will defend. indemnify, and hold the other party,
its subsidiaries. associated companies, and suppliers and their
respective officers, directors, and agents, harmless from and
against any and all damages and expenses, including legal fees,
incurred directly or indirectly as a consequence of such party's
failure to comply with any such laws or regulations.
10. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY
PROVIDED HEREIN, NEITHER POLICEREPORTS.US NOR
ANY THIRD PARTY SUPPLIER MAKES ANY WARRANTIES,
REPRESENTATIONS, CONDITIONS: OR GUARANTEES,
WHETHER EXPRESS OR IMPLIED, ARISING BY LAW,
CUSTOM, ORAL OR WRITTEN STATEMENTS, OR
OTHERWISE, INCLUDING- ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR OF ERROR FREE AND UNINTERRUPTED
USE, ALL OF WHICH ARE HEREBY OVERRIDDEN,
EXCLUDED, AND DISCLAIMED IN ALL RESPECTS. Without
limiting the foregoing, Agency acknowledges that
PoliceReports.US cannot contemplate every means through
which a person or organization can seek to breach the security
efforts of PoliceReports.US, and accordingly, PoliceReports.US
does not guarantee that the security measures taken by
PoliceReports.US will prevent all efforts to breach security.
11. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL
POLICEREPORTS.US BE LIABLE TO AGENCY FOR ANY
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES,
EXCEPT FOR WILFULL OR INTENTIONAL CONDUCT, WHICH
INCLUDES DAMAGES OR COSTS INCURRED AS A RESULT
OF LOSS OF TIME, LOSS OF REVENUE, LOSS OF DATA, OR
LOSS OF GOODWILL, WHETHER FORESEEABLE OR
UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, INCLUDING THE
PROVIDING OF SERVICES OR THE USE OF OR INABILITY
TO USE THE SERVICES, REGARDLESS OF WHETHER
POLICEREPORTS.US HAS BEEN APPRISED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES
OCCURRING. IN NO EVENT SHALL POLICEREPORTS.US'S
LIABILITY FOR ANY DAMAGES TO AGENCY OR ANY OTHER
PARTY EVER EXCEED IN THE AGGREGATE THE FEES
COLLECTED BY POLICEREPORTS.US ON BEHALF OF THIS
AGENCY IN THE 12 MONTHS IMMEDIATELY PRECEDING
SUCH CLAIM, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY,
TORT, PRODUCTS LIABILITY, OR OTHERWISE. Agency
acknowledges and agrees that the allocation of risks provided in
this Agreement are reflected in the Fees provided under this
Agreement, that PoliceReports.US is unable to test the
PoliceReports.US Technology under all possible circumstances,
that PoliceReports.US cannot control the manner in which and
the purpose for which Agency shall use the Services and the
results of the Services and the Services, and that the allocation of
risks under this Agreement are reasonable and appropriate under
the circumstances.
12. Termination.
12.1. Either party may terminate this Agreement at any time
upon the giving of written notice:
(a) In the event that the other party fails to discharge
any obligations or remedy any default under this Agreement for a
period continuing more than 30 days after the aggrieved party
shall have given the other party written notice specifying such
failure or default and that such failure or default continues to exist
as of the date upon which the aggrieved party gives such notice
so terminating this Agreement;
(b) Agency may terminate this agreement for no cause,
but will provide POLICEREPORTS.US 10 days written notice of
such termination intent, or
(c) In the event that the other party makes an
assignment for the benefit of creditors, or commences or has
commenced against it any proceeding in bankruptcy, insolvency,
or reorganization pursuant to bankruptcy laws or laws of debtor's
moratorium.
12.2. Either party may terminate a Schedule at any time
upon the giving of wntten notice in the event that the other party
fails to discharge any obligations or remedy any default under
such Schedule for a period continuing more than 30 days after
the aggrieved party shall have given the other party written notice
specifying such failure or default and that such failure or default
continues to exist as of the date upon which the aggrieved party
gives such notice so terminating this Agreement.
12.3. The termination of this Agreement shall terminate this
Agreement as a whole, including all attached Schedules. Unless
otherwise expressly set forth in any Schedule. the termination of
any attached Schedule shall terminate such Schedule only.
12.4. Upon termination of this Agreement for any reason,
each party shall immediately return to the other all property of the
other, including any PoliceReports.US Technology, and all copies
thereof, and the Confidential Information of the other. Upon
termination of this Agreement for any reason, all rights and
licenses granted by PoliceReports.US hereunder to Agency shall
immediately cease except for those that are expressly intended to
survive such termination. Upon termination of this Agreement or
any attached Schedules, the sections of these Terms and
Conditions shall survive termination of any attached Schedule,
individually, and termination of this Agreement as a whole.
13. Miscellaneous.
13.1. Agency grants PoliceReports.US the right to reference
Agency's status as a user of the Services, including captioned
quotations in product literature or advertisements, articles, press
releases. marketing literature, presentations and the like, and
reasonable use as a reference for potential new users.
13.2. Each party will designate an employee who shall be
assigned the primary responsibility for communicating with and
providing necessary assistance to the other party for Services
("Project Manager'). All communications between the parties for
Services and Services will be made or coordinated by such
Project Manager.
13.3. Notices hereunder shall be sent to the addressees on
the signature page hereof, or to such other addresses as
specified by a notice complying with this Section, and shall be
National City Police Department Terms and Conditions 6 Oct 06
deemed received on the earlier of actual delivery or five days
after deposit in the U.S. Mail, certified or registered mail, return
receipt requested.
13.4. PoliceReports.US's relationship to Agency is that of an
independent contractor, and neither party is an agent, partner, or
joint venturer of the other. No debts or obligations shall be
incurred by either party in the other party's name or on its behalf,
and neither party shall be liable for the debts and obligations of
the other party.
13.5. Any delay in the performance of any of the duties or
obligations of either party hereto (except the payment of money
owed) shall not be considered a breach of this Agreement and
the time required for performance shall be extended for a period
equal to the period of such delay, provided that such delay has
been caused by or is the result of any acts of God; acts of the
public enemy; insurrections; riots; terrorism; embargoes; labor
disputes, including strikes, lockouts, job actions, or boycotts;
fires; explosions; floods; or other circumstances beyond the
control of such party. The party so affected shall give prompt
notice to the other party of such cause and shall take whatever
reasonable steps are necessary to relieve the effect of such
cause as rapidly as possible.
13.6. Except as otherwise set forth in this Agreement, this
Agreement and all rights and obligations may not be assigned (by
operation of law or otherwise) in whole or in part by Agency. and
any such attempted assignment will be void and of no effect;
provided, however, that PoliceReports.US may assign this
Agreement to another entity in connection with a reorganization,
merger, consolidation, sale, acquisition, or other restructuring
involving all or substantially all of its voting securities and/or
assets.
13.7. PoliceReports.US may, as it deems appropriate, use
subcontractors for all or any portion of the Services.
PoliceReports.US may at any time remove and replace any such
subcontractors
13.8. A waiver by either party of any breach by the other
party of any of the terms, provisions or conditions of this
Agreement or the acquiescence of either party hereto in any act
(whether commission or omission) which but for such
acquiescence would be a breach as aforesaid, shall not constitute
a general waiver of such term, provision, or condition of any
subsequent act contrary thereto.
13.9. If any provision hereof is declared invalid by a court of
competent Agency, such provision will be ineffective only to the
extent of such invalidity, so that the remainder of that provision
and all remaining provisions of this Agreement will be valid and
enforceable to the fullest extent permitted by applicable law.
13.10. The section and subsection headings in this
Agreement are inserted solely as a matter of convenience and for
reference, and shall not be considered in the construction or
interpretation of any provision hereof. All references to "include"
and "including" shall be deemed to mean "including without
limitation". References to any Section shall refer as well to all its
subsections, unless the context otherwise requires. Should any
provision of this Agreement require judicial interpretation, the
parties agree that the court interpreting or construing the same
shall not apply a presumption that the terms of this Agreement
shall be more strictly construed against one party than against
another, because the parties participated equally in preparing this
Agreement.
13.11. The Agreement shall be governed by and construed
in accordance with the laws of the State of California without
regard to rules governing conflicts of law. The jurisdiction for any
dispute will be San Diego County Superior Court, Southbay
Division.
13.12. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall constitute the same
instrument.
13.13 This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(End of Terms and Conditions)
National City Police Department Terms and Conditions 6 Oct 06
SCHEDULE A
POLICEREPORTS.US LICENSE AND HOSTING SERVICES AGREEMENT NO. CA008
This PoliceReports.US License and Hosting Services Schedule ("Schedule A") between PoliceReports.US, LLC
(hereinafter "PoliceReports.US") and The National City Police Department (hereinafter "Agency") is incorporated into the
Master Agreement ("Agreement") between the parties.
1. License of Software. PoliceReports.US hereby
grants to Agency the following non-exclusive, non-
transferable licenses (the "Hosting Services"):
(a) To use the functionality of the PoliceReports.US
Technology via remote access to input information for
processing by the PoliceReports.US Technology, to
receive output from the PoliceReports.US Technology, and
to utilize the functionality of the PoliceReports.US
Technology, without the right to possess or use a copy of
the PoliceReports.US Technology.
(b) To use the Documentation for Agency's internal
use only in connection with such uses described in
subsection (a).
2. Performance of Services by PoliceReports.US.
PoliceReports.US will use the PoliceReports.US
Technology to process the Agency Information Inputs for
use and access by visitors to the PoliceReports.US
Website. Agency and PoliceReports.US agree and
acknowledge that Agency's Subscription Fees shall
constitute the full compensation due for
PoliceReports.US's services with respect to processing
public requests for Agency documents hosted by
PoliceReports.US.
3. Reservation of Rights. PoliceReports.US reserves all
rights not expressly granted herein. Except as set forth in
the Agreement, no express or implied license or right of
any kind is granted to Agency regarding the
PoliceReports.US Technology and other Confidential
Information, including, but not limited to, any right to know,
use, produce, receive, reproduce, copy, market, sell,
distribute, transfer, translate, modify, adapt, disassemble,
decompile, or reverse engineer the PoliceReports.US
Technology or the Documentation or create derivative
works based on the PoliceReports.US Technology or the
Documentation or any portions thereof, or obtain
possession of any source code or other technical material
relating to the PoliceReports.US Technology.
4. Subscription Fees. Agency shall pay to
PoliceReports.US the fees ("Subscription Fees") for the
PoliceReports.US Hosting Services in the amounts set
forth on Exhibit 1 attached hereto and incorporated herein.
Initial Subscription Fees shall be calculated based on the
number of reports generated by Agency in the twelve (12)
months prior to the Effective Date. Subscription Fees for
later Subscription Terms shall be calculated based on the
number of reports submitted to PoliceReports.US by
Agency during the preceding Subscription Term, as set
forth on Exhibit 1. All Subscription Fees are fully earned
and non-refundable.
5. Payment Terms. Agency shall pay the Subscription
Fees to PoliceReports.US annually in advance, within
thirty (30) days after first day of each annual Subscription
Term.
6. Service Levels. During the Subscription Term,
PoliceReports.US will provide the following service levels
in accordance with the terms and conditions of this
Section.
6.1 Availability. The Hosting Services will be
operational twenty-four hours a day, seven days a week
(collectively, "Service Hours") less Excusable Downtime.
As used in this Agreement, "Excusable Downtime" means
the time that the Hosting Services are not available for one
of the following reasons, in whole or in part: (i) the
negligent or unauthorized acts or omissions of Agency, its
employees, agents, contractors, or vendors, or anyone
gaining access to the network by means of Agency
passwords or equipment; (ii) a failure of the Internet and/or
the public switched telephone network; (iii) the occurrence
of any event that is beyond PoliceReports.US's reasonable
control; (iv) the failure of Agency to be able to access the
Internet for any reason, including a failure of Agency's or
its vendors' hardware, software, or telephone systems; or
(v) scheduled network, hardware or service maintenance
and/or upgrades for maintenance, system load and
backup, scoring, data refresh, and similar activities.
7. Term. Unless earlier terminated as provided in the
Terms and Conditions, this Schedule A shall be effective
commencing on the Effective Date and will continue for
one year. Thereafter, this Schedule A shall be
automatically renewed for successive one year periods
unless either party notifies the other in writing at least 7
days prior to the expiration of the then current term of its
intention to terminate this Schedule A (the initial term and
any additional terms are referred to as the "Subscription
Term").
8. Termination. Any termination of this Schedule A in
accordance with Section 7 above or Section 12 of the
Terms and Conditions shall terminate the entire
Agreement and all Schedules.
[End Terms of Schedule A]
Schedule A
Page 1
National City Police Department Schedule A 6 Oct 06
Exhibit 1
SUBSCRIPTION FEES
Initial Subscription Term: See Effective Date of Terms and Conditions
Subscription Fees for Initial Term: No fees
Payment Terms: There are no fees associated with hosting of an unlimited number of reports or the licensing of software
provided by PoliceReports.US.
Additional Terms: There are no additional terms.
Schedule A
Page 2
National City Police Department Schedule A 6 Oct 06
SCHEDULE B
POLICEREPORTS.US LICENSE AND HOSTING SERVICES AGREEMENT NO. CA008
This PoliceReports.US E-Commerce Services Schedule ("Schedule B") between PoliceReports.US, LLC (hereinafter
"PoliceReports.US") and The National City Police Department (hereinafter "Agency") is incorporated into the Master
Agreement ("Agreement") between the parties.
1. License of Software. PoliceReports.US hereby
grants to Agency the following non-exclusive, non-
transferable licenses (the "Hosting Services"):
(a) To use the functionality of the PoliceReports.US
Technology via remote access to input information for
processing by the PoliceReports.US Technology, to
receive output from the PoliceReports.US Technology, and
to utilize the functionality of the PoliceReports.US
Technology, without the right to possess or use a copy of
the PoliceReports.US Technology.
(b) To use the Documentation for Agency's internal
use only in connection with such uses described in
subsection (a).
2. Performance of Services by PoliceReports.US.
PoliceReports.US will use the PoliceReports.US
Technology to process the Agency Information Inputs for
use and access by visitors to the PoliceReports.US
Website. Agency and PoliceReports.US agree and
acknowledge that Agency's Subscription Fees shall
constitute the full compensation due for
PoliceReports.US's services with respect to processing
public requests for Agency documents hosted by
PoliceReports.US.
3. Reservation of Rights. PoliceReports.US reserves all
rights not expressly granted herein. Except as set forth in
the Agreement, no express or implied license or right of
any kind is granted to Agency regarding the
PoliceReports.US Technology and other Confidential
Information, including, but not limited to, any right to know,
use, produce, receive, reproduce, copy, market, sell,
distribute, transfer, translate, modify, adapt, disassemble,
decompile, or reverse engineer the PoliceReports.US
Technology or the Documentation or create derivative
works based on the PoliceReports.US Technology or the
Documentation or any portions thereof, or obtain
possession of any source code or other technical material
relating to the PoliceReports.US Technology.
4. Subscription Fees. Agency subscription fees are
included in the fees collected through the E Commerce
process.
5. E Commerce Terms. The Agency shall determine the price
to be charged for each report. These fees will be collected by
PoliceReports.US Exhibit 1 details the fees charged by
PoliceReports.US, the credit card processing company and the
amount to be returned to the agency on a monthly basis.
6. Service Levels. During the Subscription Term,
PoliceReports.US will provide the following service levels
in accordance with the terms and conditions of this
Section.
6.1 Availability. The Hosting Services will be
operational twenty-four hours a day, seven days a week
(collectively, "Service Hours") less Excusable Downtime.
As used in this Agreement, "Excusable Downtime" means
the time that the Hosting Services are not available for one
of the following reasons, in whole or in part: (i) the
negligent or unauthorized acts or omissions of Agency, its
employees, agents, contractors, or vendors, or anyone
gaining access to the network by means of Agency
passwords or equipment; (ii) a failure of the Internet and/or
the public switched telephone network; (iii) the occurrence
of any event that is beyond PoliceReports.US's reasonable
control; (iv) the failure of Agency to be able to access the
Internet for any reason, including a failure of Agency's or
its vendors' hardware, software, or telephone systems; or
(v) scheduled network, hardware or service maintenance
and/or upgrades for maintenance, system load and
backup, scoring, data refresh, and similar activities.
7. Term. Unless earlier terminated as provided in the
Terms and Conditions, this Schedule B shall be effective
commencing on the Effective Date and will continue for
three years. Thereafter, this Schedule B shall be
automatically renewed for successive one year periods
unless either party notifies the other in writing at least 7
days prior to the expiration of the then current term of its
intention to terminate this Schedule B (the initial term and
any additional terms are referred to as the "Subscription
Term").
8. Termination. Any termination of this Schedule B in
accordance with Section 7 above or Section 12 of the
Terms and Conditions shall terminate the entire
Agreement and all Schedules.
[End Terms of Schedule B]
Master Agreement
Page 1
National City Police Department Schedule B 6 Oct 06
Exhibit 1
E-COMMERCE FEES
Accident Report Incident Report
The fee collected for each report distributed is: To be determined To be determined
PoliceReports.US fee per report is: $ 2.50 $ 2.50
Credit Card processing fee is: Included Included
Amount returned to the agency per report is: To be determined To be determined
Initial Subscription Term: See Effective Date of Terms and Conditions
Payment Terms:
PoliceReports.US will collect the fees for all reports distributed through our system. Within 10 days of the end of each
month, PoliceReports.US will provide a report of the number of reports distributed and a check to the agency for the
appropriate amount to be returned to the agency.
Master Agreement
Page 2
National City Police Department Schedule B 6 Oct 06
CA.LIFORNIA 4—,a-
ATIO L cirr
INCORPORATED
OFFICE OF THE CITY CLERK
1243 National City Blvd., National City, CA 91950
619-336-4228 phone • 619-336-4229 fax
POLICEREPORTS.US
License & Hosting Services
Keith in Police Department Forwarded
Copy of Agreement to Consultant