COPLOGIC-2015 - Laserfiche WebLink

Home Browse Search

INSURANCE ON FILE A-206-278 WRK MAY PROCEED UNTIL INSURANCE EXPIRES i 0rr°1 ` GlE _ Desk Officer Reporting System (DORS) iiifClFGOD NCII "TE'MAY p 5 2016 SETUP AND SUBSCRIPTION LICENSE AGREEMENT THIS SETUP AND SUBSCRIPTION LICENSE AGREEMENT ( "Agreement ") is made on this 1st day of December, 2015, by and between the City of Santa Ana, a charter city and municipal corporation under the laws of the State of California and hereafter referred to as "Licensee" and Coplogie Inc., on behalf of itself and its affiliates, a California corporation with an office at 1000 Alderman Drive, Alpharetta, Georgia, 30005 and hereafter referred to as "Licensor". NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. (a) "Documentation" means technical manuals, training manuals, user guides, and workbooks, as updated and amended front time to time, provided by Licensor to assist Licensee with the use of Software. (b) "Software" means all or any portion of the global version of the binary computer software programs and updates and enhancements thereto, and Documentation hosted by Licensor on behalf of Licensee or delivered by Licensor to Licensee. Software includes any third -party software delivered by Licensor and modifications made to the Software. Software does not include source code to third party software. Unless specifically stated otherwise, all Software is delivered to Customer only if and when generally commercially available. (c) "Install' means placing the Sotware on a computer's hard disk. (d) "Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes. 2. GRANT OF RIGHTS AND SCOPE OF SERVICES Licensor hereby grants to Licensee a nonexclusive, nontransferable license to use the Software on Licensor's servers for the term of this Agreement. Licensor also agrees to provide the services Listed in the Scope of Services attached hereto as Exhibit "A" and made a part hereof. All requests by the Licensee for additional features or functionality that fall outside of Exhibit "A" Scope of Services shall be addressed following the "go- live" date of the Software and shall be quoted separately. 3. LICENSE TERM This Agreement is effective when the Agreement is executed by bath parties and the license granted to the Software remains in force until terminated in accordance with this Agreement. 4. COST AND FEES Licensee agrees to pay Licensor license and maintenance fees totaling USD$51,159.00 to be paid in equal installments of $17,063.00 per year for three years. Licensee's Year One and Year Two payment (as stated in Exhibit B, Schedule B) shall be due upon execution of this agreement. All payments shall be made within thirty (30) days from the date of invoice by electronic funds transfer to the Licensoe's account specified in writing, or by check made payable to "Coplogie, Inc. a LexisNexis company" and delivered to PO Box 7247 -6157, Philadelphia, PA 19170 -6157. 4.1. Taxes. In addition to other amounts payable under this Agreement, Licensee shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently K04 Coplogic—DORS Setup and Subscription License Agreement (AST 11.20, 15) it, I i