HomeMy WebLinkAbout000212 Original ContractLICENSE AGREEMENT FOR
LEGAL FILES CASE MANAGEMENT SOFTWARE
City of Port Angeles
Record #000212
This Agreement (the "Agreement is made and entered into between Legal Files Software, Inc. "Licensor and
the City of Port Angeles "Licensee This Agreement shall become effective on the date the second of the two
parties executes this Agreement below "Effective Date In consideration of the mutual covenants and promises
set forth herein, the parties agree to the following:
1.0 DEFINITIONS.
1.1 "Legal Files Case Management Groupware" or "Legal Files" or "Software Shall mean the
object code programs, as modified from time to time, in machine readable form, licensed by Licensor to
Licensee under this Agreement.
1.2 "Product Use Shall mean use of the Software to process actual business transactions of the Licensee
for the benefit of the Licensee.
1.3 "Documentation Shall mean the written material set forth in the form of an integrated On -Line Help
System contained within the Software as well as the Software's technical documentation.
1.4 "Enhancements Shall mean modifications, changes or new releases to the version of the Software
licensed by this Agreement, which may be received pursuant to a separate Maintenance and Support
Agreement. Enhancements do not include new versions of or additional modules to Software.
2.0 LICENSE. Subject to the terms of this Agreement, Licensor hereby grants to Licensee, and Licensee
hereby accepts, a perpetual, non exclusive and nontransferable license to use the Software and
Documentation unless terminated pursuant to terms of this Agreement.
3.0 LICENSE FEES AND OTHER CHARGES.
3.1 License fees. License fees are outlined in Exhibit A. Payment terms are net 30 days upon receipt of
an accurate invoice. A monthly interest charge at the rate of one and a half percent (1.5 or the maximum
legal rate, whichever is less, will be assessed on all undisputed payments more than thirty (30) days past
due.
3.2 Training. The daily fees for training services are outlined in Exhibit A. In addition, Licensee shall pay
all reasonable travel and lodging expenses for onsite training services. If required, there is a $50 per
computer and $100 per projector additional surcharge plus shipping charges for training conducted at
Licensee's office using Licensor's equipment. If outside training facilities and equipment are utilized, the
costs are the responsibility of the Licensee. Scheduled training can be canceled without penalty fifteen (15)
or more days in advance. If training is canceled by Licensee within fourteen (14) days of the scheduled
session, all charges for the session will still apply.
3.3 Installation. As a part of this Agreement, the Licensor shall provide Software for installation at
Licensee's site. Licensor will provide installation instructions that must be followed by Licensee. For
client/server application installation, Licensor shall provide technical telephone support to Licensee's
personnel to assist in the installation of the Software for up to four hours at no charge. For web application
installation, Licensor shall provide technical telephone support to Licensee's personnel to assist in the
installation of the software for up to eight hours at no charge. If additional installation assistance is required
it will be billed at Licensor's then current hourly rate. Licensee's personnel should be experienced m
client/server set up procedures and the network, database, and server platforms on which the Software and
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database will run. If Licensee is unable to complete the installation, Licensor will provide onsite assistance
for an additional charge.
3.4 Taxes. Any and all taxes related to the licensing of the Software (other than taxes based on Licensor's
income) are the responsibility of the Licensee.
3.5 Annual Maintenance and Support. Maintenance and support of the Software, including the release
of Enhancements, will be provided in accordance with the provisions of the separately executed
Maintenance and Support Agreement.
3.6 Data Conversion. Exhibit A includes the number of hours and specifications for Licensor to perform
an electronic data conversion. Data conversion programs will be created at Licensor's facilities. All source
data must be provided to Licensor in an acceptable machine readable format and be corruption free. Data
scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect, incomplete or
duplicated in the source database when the data is passed to the target database. Licensor's conversion
quote does not include any data scrubbing unless specifically noted in the conversion specifications
included in Exhibit A of this agreement. Where in -house expertise or local consultants are not available,
Licensor will visit Licensee's site if necessary for an additional charge to obtain the source data and
documentation required to create the conversion program. Licensor will create a data mapping document
that defines where the source data will reside in the target Legal Files database. Once complete, the data
mapping document must be officially approved in writing by Licensee before the conversion program can
be created. Licensor will perform a test data conversion to provide the Licensee with the ability to review
the source data as it was mapped and will appear in the Legal Files application. The test data conversion
must be officially approved in writing by Licensee before the final data conversion can be performed. If
changes to the data mapping document or test data conversion are requested by Licensee after they have
been approved, Licensor reserves the right to charge an additional fee for time worked and to delay any
previously agreed upon delivery or implementation dates.
4.0 PROTECTION OF SOFTWARE.
4.1 Acknowledgement of Trade Secrets. Licensee acknowledges and agrees that the Documentation and
the Software and all copies thereof are Licensor's exclusive property, constitute valuable "trade secrets as
that term is defined pursuant Section 2(d) of the Illinois Trade Secrets Act (765 ILCS 1065/2(d)), and are
protected by federal and international copyright laws and treaties. Licensee may not disclose or make
available to third parties the Software, Documentation or any portion thereof without Licensor's prior
written approval, except that Licensee may disclose the Software and Documentation to third party
contractors engaged to provide services to Licensee, provided that such contractors are subject to non-
disclosure obligations. The parties acknowledge that the Software is not a "work made for hire" under the
Federal Copyright Law. All information, documents or records to which Licensor has access and in which
Licensee has rights, shall be treated by Licensor as Licensee's proprietary information and trade secrets. It
is Licensor's duty to ensure that Licensee's information is not and shall not be disseminated to third parties
without Licensee's prior written consent.
4.2 Return of Deliverables. Upon the termination of this Agreement Licensee shall immediately return to
Licensor any and all copies, in whole or in part, of the Software and Documentation as well as certify in
writing its compliance with this Section.
4.3 Proprietary Notices. All copies of the Software and the Documentation, in whole or in part, shall
contain all restrictive and proprietary notices as they appear on the copy of the Software and
Documentation provided by Licensor. In no event may Licensee duplicate, in whole or in part, the
Documentation for third parties.
4.4 Reproduction and Modification of the Software. Licensee is permitted to use the Software on a
non exclusive, non transferable basis for its own internal use only. Licensee shall use the Software solely
with its own business information. Licensee shall not disclose to any third party or allow any third party
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access to the Software, except as expressly provided for in this agreement. Use of the Software shall be
confined to the offices and reasonable extensions thereof of Licensee. Licensees' auditors shall be
permitted access to the Software under conditions of confidentiality solely in the course of their audit work.
Licensee may not rent, lease or sell the Software for any commercial economic or material benefit to
Licensee or anyone else. Licensee further agrees that the Software and accompanying Documentation will
not be reproduced, copied, reverse engineered or subdivided by the Licensee or anyone else for any
purpose. Licensee will have the right to copy the Software solely for backup or archival purposes.
4.5 Section 4.0 Survival. The provisions of Section 4.0 shall survive the termination of this Agreement.
5.0 PROPRIETARY RIGHTS INDEMNITY.
5.1 Licensor's Duty to Indemnify. Licensor shall indemnify, defend and hold harmless Licensee from
liability to third parties, including attorneys' fees and costs, resulting from infringement by the Software of
any patent, copyright, trade secret or other proprietary right, provided Licensor is promptly notified of any
and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity
to assume sole control over defense and settlement. Licensor has no obligation to pay Licensee's attorneys'
fees, provided that Licensor has assumed the defense of the infringement claim in a timely fashion.
Further, Licensor shall have no liability or duty to Licensee for any claim of infringement pursuant to this
Section if such claim is based on Licensee's or third party's addition or modification to the Software when
such claim of infringement is based on such addition or modification and such addition or modification was
not authorized in writing by Licensor.
5.2 Licensor's Right to Correct. If a final determination is made by a court that the licensed use of the
Software infringes any United States patent, copyright, trade secret or other proprietary right and enjoins
further use by Licensee, Licensor may, in Licensor's sole discretion, procure for Licensee the right to
continue using the Software, modify it to make it non infringing but continue to meet the Software's
functionality; or replace it with non infringing software of like functionality; provided, however, if none of
the foregoing is reasonably available to Licensor, either party may terminate the license granted herein, in
which case the Licensee shall return the Software and Documentation to Licensor pursuant to Section 4.2
and Licensor shall refund to the Licensee a sum equivalent to one sixtieth (1/60) of the license fee paid,
multiplied by the number of months remaining in the first five years of this Agreement.
6.0 LIMITED WARRANTY; EXCLUSIVE REMEDY.
6.1 Limited Warranty. Licensor warrants that the Software, as it was delivered to Licensee, will function
substantially in accordance with the Documentation for thirty (30) days after the Effective date of this
Agreement.
6.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
IN SECTION 6.1, LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, OR ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.3 Exclusive Remedy. LICENSEES EXCLUSIVE AND SOLE REMEDY FOR BREACH OF THE
LIMITED WARRANTY HEREIN CREATED SHALL BE LIMITED TO REPAIR OF DEFECTS
OR REPLACEMENT OF THE SOFTWARE, OR, IN THE EVENT THE LICENSOR IS UNABLE
TO EFFECTUATE SUCH REPAIR OR REPLACEMENT WITHIN A REASONABLE PERIOD
OF TIME, LICENSEE SHALL BE ENTITLED TO A RETURN OF THE FEES ACTUALLY PAID
TO LICENSOR UNDER THIS AGREEMENT.
7.0 LIMITATION OF LIABILITY. EXCEPT FOR A CLAIM UNDER SECTION 5.0,
LICENSOR'S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE SOFTWARE AND
MAINTENANCE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT AND
THE MAINTENANCE AND SUPPORT AGREEMENT IN THE PRECEDING TWELVE (12)
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MONTH PERIOD. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LOSS OF USE OR CLAIMS OF
THIRD PARTIES) THAT MIGHT OCCUR AS A RESULT OF THE PERFORMANCE OR
BREACH OF THIS AGREEMENT OR IN ANY WAY ARISES OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE. SECTION 7.0 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
8.0 TERMINATION CANCELLATION.
8.1 Termination. Either party may terminate this Agreement if the other party is in breach of this
Agreement and fails to remedy such breach within thirty (30) days after written notice thereof by the non-
breaching party.
Further, either party may terminate this Agreement immediately upon written notice of a breach of Section
4.0 by the other party, the commencement of any proceedings seeking liquidation of a party which is not
dismissed within forty-five (45) days, the insolvency of the other party or the assignment by the other party
for the benefit of its creditors.
8.2 Force Maieure. Notwithstanding anything to the contrary stated herein, neither party hereto shall be
liable for any breach of its obligations resulting from causes beyond its reasonable control including but not
limited to fire, strikes (excluding Licensor's own employees) insurrection or riots, earthquakes, tornadoes,
embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw
materials requirements, or regulations of any civil or military authority (an "Event of Force Majeure"),
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of
Force Maj eure, such notice to contain details of the circumstances giving rise to the Event of Force
Majeure. If a default due to an Event of Force Majeure shall continue for more than three months the party
not in default shall be entitled to terminate the Agreement as a result of an Event of Force Majeure.
9.0 MISCELLANEOUS PROVISIONS.
9.1 Notices. All notices and demands required or permitted under this Agreement shall be in writing and
may be delivered personally to the Licensor's Project Manager, or sent by registered or certified mail,
postage prepaid, or by an overnight courier service to one of the persons and addresses set forth below.
Any notice or demand mailed as aforesaid shall be deemed to have been delivered on the date of delivery or
refusal, as the case may be, set forth on the return receipt. Said notices shall be delivered or addressed as
follows (or to such later contact information of which a party notifies the other in writing should be used
for purposes of this section):
Licensor
Joe Wheeler
Account Manager
Legal Files Software, Inc.
801 S. Durkin Drive
Springfield, IL 62704
Phone (217) 726 -6000
Fax: (217) 726 -7777
Licensee
City of Port Angeles
PO Box 1150
Port Angeles, WA 98362
Phone: (360) 417 -4530
Fax:
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9.2 Severabilitv. If any provision of this Agreement or the application of such provision to any party or
circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision to
parties or circumstances, other than those as to which it is held invalid, shall not be affected unless such
invalidity would materially alter the party's ability to perform or the intended essential purpose of this
Agreement.
9.3 Parties Bound. This Agreement shall be binding upon the parties hereto, their successors, assigns,
legal representatives.
9.4 Final Agreement. This Agreement constitutes the complete, final and exclusive expression of the
parties' agreement, and it supersedes all proposals and other communications made between the parties
concerning the subject matter hereof. This Agreement cannot be modified except by written agreement
signed by the parties hereto. Any separate confidentiality or non disclosure agreements between the parties
remain in effect in accordance with their terms.
9.5 Authorization. Each undersigned hereby represents and warrants that he or she has been duly
authorized by his or her respective party to enter into and execute this Agreement.
9.6 Headings, Gender. All section headings contained in this Agreement are for convenience of reference
only, do not form a part of this Agreement and shall not affect in any way the meaning of interpretation of
this Agreement. Words used herein, regardless of the number and gender specifically used, shall be
deemed and construed to include any other number, singular or plural, and any other gender, masculine,
feminine, or neuter, as the context requires.
9.7 Waiver. A waiver of a default of any term of this Agreement shall not be construed as a waiver of any
succeeding default or as a waiver of the provision itself. A party's performance after the other party's
default shall not be construed as a waiver of that default.
9.8 Assignment. Neither party may assign this Agreement without the prior permission of the other
(which will not be unreasonably withheld or delayed) except to an Affiliate, or where all or substantially all
of the assets of a party are sold to, or merged or consolidated with, another company. Affiliate shall mean a
company or other business entity (Company) which owns all or part of a party, a Company in which a party
has an ownership interest, or a Company which shares common ownership interest, or a Company which
shares common ownership with the party. Nothing in this agreement is intended to confer on any person,
other than the parties and their successors, any rights or remedies under or by reason of this Agreement.
10.0 DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION.
10.1 This Agreement, all transactions executed hereunder and the legal relations between the parties shall
be governed and construed solely in accordance with the laws of the State of Washington, without
reference to its conflict of laws rules.
10.2 Except as set forth in Section 10.6, all disputes, claims or controversies arising out of or relating to
this Agreement or to the breach, interpretation, validity or termination hereof shall be resolved in
accordance with Sections 10.3, 10.4, and 10.5.
10.3 It is the intent and desire of the parties that all disputes, claims, and controversies which arise
between the parties relating to this Agreement be resolved in an amicable manner within thirty (30) days
after either party requests a meeting to effect resolution of a dispute. The parties shall in such period
consult in good faith to reach a just and equitable solution to such differences.
10.4 In the event of such a dispute, claim or controversy which is not resolved within such thirty (30) day
period by the parties, an executive officer of Licensor and Licensee shall be asked to mediate the dispute
and seek a resolution during the next thirty (30) day period. The joint and mutual decision of such persons
shall be conclusive.
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10.5 In the event of any dispute, claim or controversy, arising out of or relating to this Agreement or to
the breach, interpretation, validity, or termination hereof, which is not fully resolved in the opinion of either
party within the time limits set forth in Sections 10.3 and 10.4 hereof, such dispute shall be finally resolved
and determined by arbitration in accordance with the commercial Rules of the American Arbitration
Association. The arbitration shall take place in the State of Washington. The arbitrators shall be chosen, in
accordance with the rules and the arbitration shall be administered by the American Arbitration
Association. As stated in Section 10.1, the laws of the State of Washington shall apply to any arbitration
hereunder. Judgment upon any award rendered may be entered in any court having jurisdiction.
10.6 Notwithstanding anything to the contrary stated herein, to the extent that an action in the nature of an
injunction, temporary restraining order or other similar emergency or equitable relief is required to enforce
the terms of Section 4.0, either party may, at its option, bring an action against the other party in any court
of competent jurisdiction in order to obtain prompt and effective relief.
10.7 The parties agree that should there be arbitration under Section 10.5 or legal action under Section
10.6, that the prevailing party therein shall be entitled to reasonable attorneys' fees and costs of suit
incurred therein.
10.8 Both parties, to the fullest extent allowed by law, hereby consent to the non exclusive in nersonam
jurisdiction of the state and federal courts situated in the State of Washington, in the event it is necessary to
enforce an arbitral award, litigate a claim under Section 10.6 or should one party refuse to arbitrate.
In witness whereof, the parties hereto have signed this Agreement on the date set forth below.
LICENSOR
LEGAL FILES SOFTWARE, INC.
By: /l "Y- J iCit-=
Printed: J
Title:
Date: I /1
6
LICENSEE
CITY OF PORT ANGELES
Printed. Kart- M
Title: C,► Nlar,a.q
Date: cl /Iii/1 I
Exhibit A
6 Legal Files User License Fee
User License Includes Legal Files Desktop Integration Suite:
Microsoft Outlook
Microsoft Word Excel
Drag Drop Zone
Internet Explorer
6 Sybase Database License
TOTAL SOFTWARE
1 System Administration Training ($1,500 /day)
1 Implementation Assistance -Admin Setup ($1,500 /day)
2 End User Training ($1,500 /day)
41 Custom Data Conversion ($200 /hour X 41 hrs.)
Includes:
File Setup
Name Cards
Users
File Related People
Notes
Up to 4 Custom Windows
Expenses
6 Remote Project Management
(Requirements Analysis Data Mapping)
4 Remote Installation (Legal Files and Desktop Integration)
enance an
Plus Expenses
TOTAL IMPLEMENTATION SERVICES
User Licenses (238 per user $1,000 minimum)
TOTAL COST SUMMARY
1
$7,140.00
($1,190 X 6 /users)
$5,370.00
(5395 X 6/ users)
1,050.00 No Charge
$8,190.00 $5,370.00
$1,500.00 $1,200.00*
1,500.00 1,200.00*
3,000.00 2,400.00*
8,200.00 6,150.00
1,200.00 900.00
No Charge No Charge
$15,400.00 $11,850.00
$1,428.00 $1,428.00
$25,018.00 $18,648.00
Half the total contract is due at signing; the balance of the contract due after installation.
t
MAINTENANCE AND SUPPORT AGREEMENT FOR
LEGAL FILES CASE MANAGEMENT SOFTWARE
THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement is entered into between Legal
Files Software, Inc. "Licensor having its principal office at 801 S. Durkin Drive, Springfield Illinois, and the City
of Port Angeles, its subsidiaries and affiliates "Licensee and, when fully executed, is attached to and made a part
of the License Agreement as hereinafter defined. This agreement is subject to the terms and conditions of the
License Agreement and nothing in this Agreement shall be construed to change, nullify or abrogate the provisions of
the License Agreement. All terms used herein and not otherwise defined shall have the meanings set forth in the
License Agreement.
Introduction
Licensor licenses the software program known as Legal Files, referred to as the "Software." A License
Agreement separately signed by the parties grants Licensee a license to use the Software (hereinafter, the "License
Agreement
Licensor and Licensee agree as follows:
Section 1. Software Maintenance Services
1.1 Licensor agrees to provide to Licensee corrected or modified versions of the Software in the form
of fixes and further releases that Licensor makes generally available to end- users. Licensor may offer to Licensee
future versions in which platform upgrades and/or substantial additional functionality are incorporated for an
additional commercially reasonable fee, provided that Licensor assesses similar fees to other currently supported
customers for such version. Licensee is under no obligation to purchase such version, and this will not affect the
support status of the current version of the Software.
1.2 Such modifications, when delivered and installed, shall become part of the Software and shall
otherwise be subject to all of the terms of the License Agreement.
Section 2. Error Correction Services
2.1 Licensor shall use reasonable commercial efforts to correct or provide a usable work around
solution for any reproducible material error in the Software, within a reasonable period of time. If Licensor, in its
discretion, requests written verification of an error or malfunction discovered by Licensee, Licensee shall promptly
provide such verification, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in
which the Software fails to perform. An error or malfunction shall be "material" if it represents a nonconformity
with Licensor's current published specifications for the Software that interferes with the usability of the Software.
Licensor is not obligated to fix errors that are not material. Upon request, Licensee shall provide Licensor remote
access to Licensee's computer system for the purpose of remote diagnostics. Licensor shall ensure that any such
remote access provided by Licensee to Licensor is not misused by any person or used to deliver any virus, disabling
device or other harmful code to Licensee's systems.
2.2 Licensee shall pay Licensor at Licensor's then current time and material rates for work of Licensor
spent investigating an error or malfunction that Licensor reasonably determines to have been caused by a
modification to the Software not made nor authorized by Licensor, or a modification to the data or database structure
made from outside of the application without Licensor's prior approval of such modification. Modification of the
Software shall be grounds for revocation of software license and termination of further technical support by
Licensor.
2.3 If in the reasonable judgment of the parties, an on -site visit to the Licensee is necessary to solve a
critical problem, Licensor will make an on -site visit. If the critical problem was not caused by a defect in the current
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or immediately preceding release of the Software, Licensee shall reimburse Licensor for its personnel who made the
on -site visit at Licensor's then current hourly rate and shall pay all reasonable expenses for the site visit.
Section 3. Telephone Support
3.1 Licensor shall, during the hours of 8:00 a.m. to 5:00 p.m. in central time zone on weekdays
(exclusive of holidays), make reasonable telephone and/or e-mail support available to Licensee's authorized contact
person and alternate contact person of Licensee who have been trained by Licensor in the use of the Software.
Section 4. Exclusions
4.1 Licensor's service obligations set forth in Sections 1, 2 and 3 do not include circumstances where:
(a) Corruption or loss of the Software or data due to Licensee's hardware failure or fault has occurred, although
Licensor's personnel will use reasonable efforts to assist if such problems arise; (b) Reinstallation of the Software on
a new or existing server; (c) Corruption to the Software or data due to the interference or modification of the
Software by the Licensee or third party except as allowed hereunder in the Documentation or with Licensor's
permission; (d) The failure of the Licensee to implement recommendations in respect of or solutions to faults
previously advised by Licensor or to install an Enhancement made available under Section 1.1 of this Agreement;
(e) Licensee is in breach of this Agreement, or the License Agreement.
Section 5. Request for Modification of the Software
5.1 Licensee may at any time request in writing that Licensor make additional modifications to the
Software to add functions or improve performance. All such requests will be evaluated by the Licensor for future
inclusion.
Section 6. Delivery
6.1 In order to satisfy any delivery obligation, Licensor may, at its option, send to, have delivered to
or email to Licensee corrected Software or "patches" in electronic, CD -ROM or magnetic form a copy of any
modification, error correction, fix, or release to the Software provided pursuant to this Agreement.
Section 7. Fees for Services
7.1 Licensee shall pay Licensor a fee of twenty (20) percent of the Licensor's then current Software
license fees multiplied by Licensee's number of licenses, plus any fees due for separate modules purchased as
defined in Exhibit A of the License Agreement, for each year of Software Maintenance under this Agreement.
Yearly extensions will be available from year to year thereafter at Licensor's then applicable fee. Licensor reserves
the right to raise Software Maintenance fees from time to time at a rate not to exceed a 5% increase per year. All
such fees are payable in advance.
7.2 If this Agreement is terminated by Licensee, Licensee may reinstate support and maintenance for
the Software only by paying Licensor all annual maintenance fees that would have been paid, but for the termination.
7.3 Where this Agreement requires Licensee to pay an additional time and materials, hourly, or per
diem charge, such charge shall be billable to Licensee at Licensor's then current rates. Licensor may request a
retainer fee in advance of additional support performed.
7.4 Licensee agrees to pay when due (or, if necessary, reimburse Licensor for) any applicable sales,
use, property, excise, VAT, and other similar taxes relating to these maintenance services (other than any taxes
based on Licensor's income). A monthly interest charge at the rate of one and one -half percent (1 1/2 or the
maximum legal rate, whichever is less, will be assessed on all payments more than thirty (30) days past due.
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Section 8. Intellectual Property
8.1 The modifications to the Software, including all intellectual property rights associated therewith,
made or provided by Licensor pursuant to this Agreement, whether alone or with any contribution from Licensee or
its personnel, shall be owned exclusively by Licensor.
Section 9. Terms
9.1 This Agreement shall commence on the date when the Software has been installed on the
Licensee's server which will occur only after the applicable initial fee has been paid under the License Agreement.
Unless sooner terminated in accordance with this Section, this Agreement shall continue in effect for one (1) year
and thereafter shall automatically renew for successive renewal terms of one (1) year each, unless and until either
party elects to terminate this Agreement upon expiration of the term (either initial or renewal) then in effect by
giving notice of its intention at least sixty (60) days prior to the date of such expiration.
9.2 In addition to its termination rights set forth in Section 9.1 hereof, Licensor may terminate this
Agreement by giving written notice of termination to Licensee upon the occurrence of any of the following events:
1. Licensee defaults in the performance of any material requirement or obligation created by this
Agreement or the License Agreement.
2. Licensee fails to make any payment to Licensor within sixty (60) days of its due date under this
Agreement;
3. Licensee ceases business operations, is the subject of any state or federal bankruptcy, insolvency,
or similar proceeding, becomes insolvent, or makes an assignment for the benefit of creditors or a
receiver is appointed for a substantial part of Licensee's assets or becomes unable to pay its debts
when due;
9.3. No termination of this Agreement shall release Licensee from any obligation to pay Licensor any
amount that has accrued or become payable at or prior to the date of termination.
LEGAL FILES SOFTWARE, INC.
CITY OF PORT ANGELES
By: 11 J- Ki By:
Name: tvbm A l< 4.4.o.T Name: K 1. U as
Title: v I Title: V(, 4v M G1.4'1,6(..� QX
J
Address: Address:
801 S. Durkin Drive PO Box 1150
Springfield, Illinois 62704 Port Angeles, WA 98362
U.S.A.
Phone: (217) 726 -6000 Phone: (360) 417 -4530
Fax: (217) 726 -7777 Fax: (360)417 -4529 I
Licensor Accepted -on Date: q 11 1 1 1 Licensee Accepted -on Date: J 1 I
3
LEGAL
DEPARTMENT
William E. Bloor
City Attorney
[4531]
Dennis Dickson
Sr. Assistant City
Attorney
[4532]
Heidi L. Greenwood
Assistant City Attorney
[4562]
Jeanie DeFrang
Legal Administrative
Assistant
[4536]
Randi Mahlum Sincerely,
W A S H I N G T O N U.S.A.
TO: Janessa Hurd, City Clerk
FROM: Holly McKeen, Legal Administrative Assistant
DATE: September 23, 2011
RE: Legal Files Case Management Software Agreements
Attached for filing are the originals of the following documents:
Maintenance and Support Agreement for Legal Files Case
Management Software; and
License Agreement for Legal Files Case Management Software.
Thank you for your assistance!
Legal Records
Specialist
[4576]
Holly McKeen
Holly McKeen Legal Administrative Assistant
Legal Administrative
Assistant
[4530] Attachments
G \LEGAUa MEMOS\MEMOS 2011\Hurd LegalFiles agmt 09 23 11 wpd