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CONTRACT 6147 Vender AgreementAgreement NO. 6147 P. 6 y8 r I w .J i C 4 r International Business Information Technologies, Inc. d.b.a. LEFTA Systems 10950-60 San Jose Blvd., Suite 101 Jacksonville, FL32223 (800) 405-3109 — Toll Free Proposal/Agreement No.: 111720-CAESPD-04 Customer Agency: El Segundo Police Department Address: 348 Main Street City: El Segundo State: CA Zip: 90245 Attn: Sgt. Ryan Danowitz Info Date: 08/04/21 Valid Until: 10/04/21 Account Bryan Selzer Manager: Payment Net 30 Term: Qty Description List Price Total Annual SHIELD Suite subscription base: 1. I1...i a 1A— FTO Software (Additional Sites/DORs available at added cost) 2. NAETR— Training Records Software 3. FACTS CTS— Use of Force 4. W I ERNAL AIFFAiRS 1 5. IPASS —Field Investigation Card $4 000 $4,000 6. W:'R—Vehicle Pursuits 7. V-11)OC—Vehicle Incident Documentation 8. 1 Yid COT— Employee Conduct Tracking (Pending Release) Annual license fee includes IT support, free updates and hosting. 94 Annual per user license fee $35 $3,290 1 Hosting on Microsoft Azure Government for up to 75 GB of storage. Included Included 1 Customization of applications Included Included Unlim. Unlimited virtual admin training sessions Included Included 1 TMS Historical Upload (one-time fee) $500 $500 TOTAL: $7,790 Agreement NO. 6147 Terms and Conditions This proposal and the services to be provided are subject to the terms and conditions set forth here: h lefta,systems.orL,/terms-and-conditions/SUITE and by signing below, Client agrees to its terms and conditions. The effective date of the agreement shall be the date set forth below. Accepted and A r ed Si nature: "` Printed Name: aA *^ Title: Date: APPROVED AS TO FORM: ti CITY Al TORIVEY ATTST- q-, 1711— C-- for City Nil( City of El Segundo 08/04/2021 LEFTA Systems Authorized Signatire Date ALL CONTENT CONTAINED IN THIS PROPOSAL IS STRICTLY CONFIDENTIAL Agreement NO. 6147 This TERMS and CONDITIONS AGREEMENT ("Agreement") is made and entered into as of the effective date shown in the proposal, by and between Client and International Business Information Technologies, Inc., aFlorida corporation doing business as LEFTA Systems ("LEFTA Systems"). 1. Subscription of Software; Grant of Limited, Non -Exclusive License. LEFTA Systems agrees during the Term of this Agreement to provide Client services and grants to Client a nonexclusive, nontransferable, right and license to use, execute and display the software programs as described in the proposal, in object code and source code form, and the associated users' information and other documentation made available on-line by LEFTA Systems. The employees, agents, and contractors of Client may use the Software solely for Client's internal purposes (and not for the benefit of any third party) in accordance with the terms of this Agreement. 1.1. License Restrictions. 1.1.1. Except for the limited license rights specifically granted to Client pursuant to this Agreement, LEFTA Systems owns and shall retain all rights, title and interests in andto the Software, including all derivatives thereof. For the avoidance of doubt, pursuant to this Agreement, Client shall not cause or permit the disclosure, renting, leasing, sublicensing, loaning or selling, dissemination or other distribution of the Software by any means or in any form to anyone outside of the Client organization in a manner or for a purpose inconsistent with this Agreement, and shall not permit or allow any Person to use the Software via a timesharing, service bureau, application service provider or similar arrangement. 1.1.2. Client shall not, and shall not permit others to, copy, alter, translate, decompile, decipher, disassemble, reverse engineer, or reverse assemble the Software or any components thereof, or attempt to do any of the foregoing. Client shall not permit any Person to take any action to reverse engineer, reverse compile, or otherwise attempt to derive source code from any object code copy of the Software. 1.2. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the fees set forth in the signed proposal. All invoices issued shall be paid net 30 from the due date on the invoice. All fees paid to LEFTA Systems shall be deemed fully earned and non-refundable. Client shall be solely responsible for the payment of any and all sales and use taxes assessed by any governmental authority with respect to the transactions contemplated by this Agreement. Annual fees can include a cost of living or consumer price index increase not to exceed 3%. 1.3. Billing Cycle. Regardless of the actual commencement date, the annual invoice(s) will be prorated to either the I" or the 15`' of the month to match LEFTA Systems billing cycles. Agreement NO. 6147 2. Term and Termination. Term of Agreement. The initial term shall be 12 months commencing on the date of the signed Proposal and shall automatically renew for successive 12 months periods, unless this Agreement is sooner terminated pursuant to the provisions of Section 2. L 2.1. Termination of Agreement. 2.1.1. Either party may prevent the renewal of this Agreement by providing written notice of nonrenewal at least 90 days prior to the expiration of the then -current initial or renewal Term. 2.1.2. Either party may terminate this Agreement at any time if the other party breaches this Agreement and, if such breach is capable of being cured, fails to cure such breach within 30 days after receiving written notice from the non -breaching party describing such breach in reasonable detail. 2.13. Fees Nonrefundable upon Cancellation. In the event that, prior to the expiration of the Term, Client terminates the Agreement any amount paid by Client to LEFTA Systems under this Agreement is nonrefundable. 2.1.4. Upon Request by Client at any time upon termination of this agreement, LEFTA Systems shall promptly return to Client all or any part of the Client Data in the format in which LEFTA Systems routinely stores such data and erase or destroy all or any part of the Client Data in LEFTA Systems possession, in each case to the extent so requested by Client. 3. Confidentiality. During the performance of services and Client's use of the Software under this Agreement it may be necessary for a party to provide the other with certain information considered to be proprietary or confidential by the disclosing party. Each party shall protect the other's confidential information with the same degree of care normally used to protect its own similar confidential information, but in no event less than that degree of care that a reasonably prudent businessperson would use to protect such information. For the avoidance of doubt, Client shall not share show or displaydispIgy LEFTA Systems software features with other vendors that may have similar software. The obligations of each party to protect confidential information received from the other party shall not apply to Public Records laws within Client's jurisdiction and information that is publicly known or becomes publicly known through no act or failure to act on the part of the recipient. The provisions of Section 4 shall survive the termination of this Agreement for any reason. 4. Indemnification. Client shall indemnify, defend and hold harmless LEFTA Systems and its affiliates and their respective officers, directors, managers, equity owners, employees, agents and representatives (collectively, the "Indemnified Parties") from and against all losses, damages, liabilities, claims, actions, causes of action, demands, lawsuits, proceedings, inquiries, investigations, judgments, interest, awards, penalties, fines, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees and expenses, at trial and on appeal) incurred or sustained by, or imposed upon, the Indemnified Parties based upon, arising out of, or in connection with the use of the Software by Client, Client's affiliates, or any of their respective officers, directors, managers, employees, agents or representatives. Agreement NO. 6147 5. Miscellaneous. 5.1. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements or understandings, whether written or oral, between the parties with respect to the subject matter hereof, and may not be amended, modified, altered or supplemented except by a written agreement signed by both parties. 5.2. Technical Support. Annual license fee includes unlimited technical support Monday — Friday from 8:00 a.m. — 8:00 p.m. EST, excluding holidays. This includes a built-in support request function within each software application, a direct email support option and access to a toll -free telephone number to reach support. 5.2.1. All updates and bug fixes are included. 5.3. Hosting. The annual license fee includes Client's software application hosted on Microsoft Azure Government servers. Client shall be entitled to the amount of data listed on the proposal without additional charge. Additional storage fees shall be billed to and payable by Client. 5.4. Customization and Training. Client needs to provide LEFTA Systems with the contact information of one "Project Manager" who will be responsible for the project on the Client side. Client will receive a login to the customization site which must be completed as soon as practical and electronically submitted to LEFTA Systems by the Client's project manager. Once received, LEFTA Systems will configure only the selected applications of the customization site and train the client within 90 days. If client chooses to postpone completion of individual applications during the initial submission, an additional fee will be charged to customize applications at a later date. During the project timeline, it is the Client's responsibility that LEFTA Systems will have continued access to Client's project manager for any follow-up questions. Client must ensure they are available within the 90-day timeframe for training, failure to do so may result in additional fees. International Business Information Technologies, Inc. (d.b.a. LEFTA Systems) By. Name l3yan Selzet Title: CEO Agreement NO. 6147 ADDITIONALTERMS FDIC LEFTA A ' E-E E'NT: 1. INDEMNIFICATION. LEFTA agrees to the following: A. LEFTA indemnifies and holds City of El Segundo ("City") harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, LEFTA will defend City (at City's request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. Intellectual Property Infringement. Notwithstanding any provision to the contrary, LEFTA will, at its own expense, indemnify and defend City against any claim that LEFTA's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, LEFTA will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, City must (a) give LEFTA prompt written notice of any such claim; and (b) allow LEFTA to control, and fully cooperate with LEFTA in the defense and all related settlement negotiations. City agrees that if the use of LEFTA's services or work product becomes, or LEFTA believes is likely to become, the subject of such an intellectual property claim, City will permit LEFTA, at its option and expense, either to secure the right for City to continue using LEFTA's services and work product or to replace it with comparable services and work product. C. For purposes of this section "City" includes the City of El Segundo and its elected and appointed officials, officers, employees, and volunteers. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, LEFTA will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type oLInsurange Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Agreement NO. 6147 Technology Errors $1,000,000 and Omissions Liability Cyber Liability $1,000,000 Privacy Liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," LEFTA will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover LEFTA for all claims made by City arising out of any errors or omissions of LEFTA, or its officers, employees or agents during the time this Agreement was in effect. D. Technology Errors and Omissions Liability Insurance will cover all third party claims arising out of any act, error, omission or breach of contract provision of LEFTA's technology services, including loss arising from destruction of data, in the amount set forth above per occurrence. E. Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating from or passed through LEFTA's computer system or a cloud provider's system into City's systems in the amount set forth above per occurrence. F. Privacy Liability Insurance to cover all security breach and notification cost resulting in actual or suspected loss of personal information or any other records considered confidential for the City's data located on service providers servers or on a cloud computing provider's system in the amount set forth above per occurrence. Agreement NO. 6147 G, Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such first -party shall name the City as a Loss Payee. LEFTA will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." H. Should LEFTA, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at LEFTA's expense and deduct the cost of such insurance from payments due to LEFTA under this Agreement or terminate.