2020/01/08 International Business Information Technologies, Inc. Software license agreement and IT support services ® SOFTWARE LICENSE AGREEMENT
❑ IT SUPPORT AND HOSTING AGREEMENT
This SOFTWARE LICENSE AGREEMENT(this"Agreement")is made and entered into as of 01-08-2020,by and
between Menifee Police Department, ("Client"), and International Business Information Technologies, Inc., a Florida
corporation doing business as LEFTA Systems("LEFTA Systems").
Please check applicable box(es).
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 Exhibit A 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. Additional services are
described in Exhibit B, if applicable.
® Purchase of Software License; 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 Exhibit A 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. Additional
services are described in Exhibit B, if applicable.
❑ IT Support and Hosting Renewal. Client previously purchased software from LEFTA Systems and the parties
desire to renew the terms of the annual IT Support and Hosting. It is agreed that the IT Support and Hosting are
renewed for the time period listed and, on all terms, and conditions specified in this Agreement and described in
Exhibit A.
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 and to 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. Use of Software on Multiple Computers. Client may install and use the Software on any computer owned or
leased and operated by Client,but only in furtherance of Client's activities and not for the benefit of third parties
and so long as Client has paid all fees due to LEFTA Systems.
1.3. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the fees set forth in Exhibit A.
Payments shall be due within 30 days of Client being notified that the Client's site has been "created" and on
each anniversary thereof during the term of this Agreement. Each annual IT Support and hosting fees paid to
LEFTA Systems shall be deemed fully earned and non-refundable.
Menifee PD-LEFTA Systems Software License Agreement
1.4. Additional Services. If any additional services are described in Exhi it B attached to this Agreement, Client
shall pay fifty percent (50%) of the total amount due for any customized development described in Exhibit B
prior to commencement of the customized development,and the remaining amount shall be due upon acceptance
of developed work by the Client and shall be payable within 30 days of Client's receipt of a final invoice from
LEFTA Systems for such additional services. 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.
1.5. Fee Increases.The Subscription fees set forth in Exhibit A shall be subject to a maximum increase of 3 percent
(3%)per year during the Term of this Agreement.
1.6. Late Fees.Any invoice that is more than 30 days past due shall accrue interest at the rate of 1.5%per month(or
portion thereof)until paid in full.
1.7. Failure to Pay. In the event Client fails to pay any amount due to LEFTA Systems within 60 days of the date
due, LEFTA Systems may disconnect service. To reconnect the service, Client shall pay all amounts due to
LEFTA, including all late fees incurred, and a Reconnection Fee of$500.
2. Term and Termination.
2.1. ® Term of Agreement. The initial term of this shall be ❑3 years ®5 years commencing on the effective date
of this Agreement and shall automatically renew for successive 3 year periods, unless this Agreement is sooner
terminated pursuant to the provisions of Section 3.2.
2.2. Termination of Agreement.
2.2.1. 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.
2.2.2. 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.
2.2.3. Fees Nonrefundable upon Cancellation. In the event that, prior to the expiration of the Term, Client
terminates the Agreement pursuant to Section 2.2.1 of this Agreement,or LEFTA Systems terminates the
Agreement pursuant to Section 2.2.2 of this Agreement, any amount paid by Client to LEFTA Systems
under this Agreement is nonrefundable.
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 business person would use to protect such information. For the avoidance of doubt, Client shall not share,
show,or display 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
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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.
5. Disclaimer of Warranties. THE SOFTWARE IS BEING PROVIDED"AS IS" WITHOUT WARRANTY OF ANY
KIND AND LEFTA SYSTEMS HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS OR IMPLIED,
STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE OR ANY SERVICES PROVIDED
HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES AS TO THE
CONDITION, NONINFRINGEMENT, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR ANY
PARTICULAR PURPOSE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY LEFTA, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE
THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT. All risk from use and
operation of the Software shall reside with Client, and LEFTA Systems shall have no responsibility for any results
produced by the Software,or for any use of the Software by Client.
6. Limitation on Liability. EXCEPT FOR LIABILITIES ARISING FROM FRAUD: (a)NEITHER PARTY SHALL
BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING
DAMAGES FOR COVER, LOSS OF BUSINESS OPPORTUNITY OR PROFITS, BUSINESS INTERRUPTION,
LOSS OF OR DAMAGE TO DATA OR OTHER BUSINESS INFORMATION AND THE LIKE)ARISING OUT OF
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE,EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (b) IN NO CASE, AND
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SHALL LEFTA
SYSTEMS' LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT OF LICENSE
FEE PAYMENTS ACTUALLY RECEIVED BY LEFTA FROM CLIENT PURSUANT TO THIS AGREEMENT
OVER THE THEN MOST RECENT,TWELVE MONTH PERIOD.
7. Miscellaneous.
7.1. Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be
delivered personally,sent by registered or certified mail,by reputable overnight delivery or courier,for by email,
addressed as follow:
Client Name: International Business Information
City of Menifee Technologies,Inc.
d.b.a. LEFTA Systems
Client Address: 10950-60 San Jose Blvd.,
29844 Haun Road Suite 101
Menifee,CA 92586 Jacksonville, Florida 32223
Client Email: brvanselzerajeftasystems.ore
tsik(a,menifee olice.or
Client Representative: LEFTA Systems Representative:
Tiffani Sik Brvan Selzer,C.E.O.
7.2. Waiver. No failure or delay by a party in exercising any right under this Agreement or any partial exercise
thereof shall operate as a waiver thereof or preclude any other or further exercise of any right under this
Agreement.
7.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida.
7.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original instrument and all of which,taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission
(including PDF)shall be effective as delivery of a manually executed original counterpart of such signature page.
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7.5. 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.
[Signature page follows]
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IN WITNESS WHEREOF,the parties have entered into this Agreement as of the date first written
above.
Client:
Armando G.Villa, City Manager
Ae aS to Form:
By:
efre . MelChing Name:
City Attorney AMANDO G.VILLA
Title: CITY MANAGER
CITY OF MENIFEE
International Business Information Technologies,
Inc. (d.b.a.LEFTA Systems)
By:
Name: Bq S xer
Title: C.E.O.
[Signature page to Software License Agreement]
Exhibit A(Purchase)
Programs and License Fees
QTY DESCRIPTION UNIT PRICE TOTAL
1 FACTS Use of Force Software $2,500 $2,500
TPD FACTS User Licenses additional licenses can be bought in batches of 5) $0.00 each $0.00
1 VIPR Vehicle Pursuit Software $2,500 $2,500
TPD VI PR User Licenses additional licenses can be bought in batches of 5 0.00 each $0.00
1 V-DOC Employee Vehicle Damage Software $2,500 $2,500
TPD V-DOC User Licenses additional licenses can be bought in batches of 5) $0.00 each $0.00
1 PASS Profiling/FIR Software $2,500 $2,500
TPD PASS User Licenses(additional licenses can be bought in batches of 5 $0.00 each $0.00
1 Internal Affairs Software(unlimited users) $20,000 $0.00
5 Customization of Applications Included Included
TPD Training Sessions.Two days of onsite training(8am-5pm) Included Included
Sub-Total $TBD
1 Client will receive the below features free of cost in addition to a 10%multi-application _$TBD
discount if all the above applications are purchased at the some time.
1 FACTS-CAD integration TBD
1 Early Warning System Included
1 Business IntellilgenceTool TBD
Total $TPD
Annual ITSupport and Hosting Beginning Your
5 Annual IT Support @ 20%of Total Purchase Price 20% $TPD
Includes application updates and technical support calls,
5 Annual Hosting of Application @$100/Month for up to 50 GB of data $0.00 each $TPD
per application
Technical Support
Annual IT Support fees include unlimited technical support Monday — Friday from 8:00 a.m. — 5:00 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.
All updates and bug fixes are included in annual IT Support.
• In the event that IT support has either not been renewed or lapsed due to non-payment, an hourly rate of
$150 will apply for each IT support request for any portion of an hour and upgrades will not be available if
such interruption is 45 days past the payment due date.
• Updates for applications where IT support has expired are not available for 1 year after IT support has been
renewed.
Hosting
The annual Hosting fee includes Client's software application hosted on Microsoft Azure Government servers.
Client shall be entitled to up to [20]GB of data without additional charge for each application. If Client uses more
than [20]GB of data, additional storage fees shall be billed to and payable by Client. LEFTA Systems current fee
schedule for additional data storage is set forth below,but LEFTA Systems may revise such fee schedule from time
to time upon 60 days' prior written notice to Client:
Disk Space Memo Additional Fee .
up to..... 20 GB Included
20.01 -40 GB $250.00
40.01 -60 GB $500.00
More than 60GB TBD
�P sY$r
LEFTA SYSTEMS
International Business Information Technologies, Inc.
d.b.a. LEFTA Systems
10950-60 San Jose Blvd.,Suite 101
Jacksonville, FL 32223
(800)405-3109—Toll Free Proposal No. 2019-CAMEPDLE/ME-01
CUSTOMER INFO
AGENCY: Menifee Police Department DATE: 01/08/20
ADDRESS: 29844 Haun Road REP: Bryan Selzer
CITY: Menifee STATE: CA ZIP: 92586 PROGRAM: LEFTA-METR
ATTN: Tiffani Sik
CITY DESCRIPTION UNIT PRICE TOTAL
1 LEFTA, FTO Patrol Application (unlimited users) $6,000 $6,000
1 METR,Training Records Application $2,500 $2,500
METR User Licenses(one-time cost)
80 Includes the following modules:Training Records,Firearms Qualifications,Exams/Tests, $75 each $6,000
Training Videos,Disciplinary Actions,Issued Equipment and Attachments.
1 Training Request $1,000 $1,000
2 Active Directory $1,000 $1,000
1 LEFTA FTO application and METR integration Included Included
1 EDllntegration Included Included
1 FTO CA POST Package Included Included
2 Customization of Applications Included Included
4 Virtual Training Sessions for FTOs and Management Included Included
Subtotal $16,500
Multiple Application Discount(When applications are purchased at the same 10%
time. Does not affect cost of support and recurring fees) -$1,650
Hosted by LEFTA Systems(Government Azure)
1 Annual IT Support @ 20%of total purchase price before any discounts 20% $3,300
Includes updates and phone support
2 Annual Hosting of applications up to 20 GB data for each application $600 $1,200
TOTAL: $19,350
Price quote proposals are based on information provided to LEFTA Systems by the agency listed above
and are good for 90 days from the date of this proposal.
01/08/2020
LEFTA Sys rn Aut on ed Signature Date