HomeMy WebLinkAbout23-175 - LEFTA Systems - Subscription Agreement: Law Enforcement Software23-175
Council Approval N/A
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
Agreement No.: Month 09092023-WATPD-01
Customer Information
Agency: Tukwila Police Department Date: Issued: 09/08/2023
Address: 15005 Tukwila International Blvd Valid Until: 12/10/2023
City: Tukwila State: WA Zip 98188 Account Mgr.: Matt Jarvis
Attn: Commander Dale Rock (206) 433-1808 Payment Term: Due Upon Receipt
Qty
Description
List Price
Total
1
Annual SHIELD Suite subscription base:
1. ATRAX - Academy
2. LEFTA — FTO Software (Patrol)
3. METR—Training Records Software
4. FACTS — Use of Force
5. INTERNAL AFFAIRS
6. PASS — Field Investigation Card/Stop Data Collection
7. VIPR — Vehicle Pursuits
8. V-DOC—Vehicle Incident Documentation
9. EMCOT — Employee Conduct Tracking
10. Command Center: Customized Command Staff and Public
Dashboards and Enhanced Early Intervention System
$5,500
$5,500
100
Annual per user license fee (includes IT support and free updates)
$40
$4,000
1
Hosting on Microsoft Azure Government for up to 100 gigabytes (GB)
of storage (Additional storage can be purchased)
Included
Included
1
Customization of applications
Included
Included
Unlimited
Unlimited virtual live training sessions for application administrators
in train the trainer format
Included
Included
TBD
Additional LEFTA FTO applications are available @ $1,500 each (i.e.,
Communications, Corrections, Courts, etc.) (Optional Purchase,
annual fee)
$1,500
Optional
1
One mass upload of historic training records into METR. Data must
be submitted as a single file in either CSV or Excel format. (Optional
$1,000
Optional
Purchase, one-time fee)
1
Active Directory (AD) (Optional Purchase, annual fee)
$500
Optional
1
API, agency writes own scripts (Optional Purchase, annual fee)
$1,000
Optional
TOTAL ANNUAL
SUBSCRIPTION FEE:
$9,500
1
Revised/Approved March 2023
Terms and Conditions
This TERMS and CONDITIONS AGREEMENT ("Agreement") is made and entered into as of the effective date shown in
the agreement, by and between Client and International Business Information Technologies, Inc., a Florida 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 agreement, 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.
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. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the fees set forth in the signed
agreement. An invoice is issued and paid net 30 -days from the due date listed on the invoice. All fees paid to
LEFTA Systems are fully earned and non-refundable. Client shall be solely responsible for the payment of all
sales and use taxes assessed by any governmental authority with respect to the transactions contemplated by
this Agreement. LEFTA Systems will assess an annual fee that will include a cost of living or consumer price
index increase not to exceed 5 percent. Customer development projects require a 50 percent (50%)
downpayment prior to commencement of work and remaining 50 percent (50%) due upon acceptance by
Client.
1.3. Billing Cycle. Regardless of the actual commencement date, the annual invoice(s) will be prorated to either
the 1st or the 15th of the month to match LEFTA Systems billing cycles.
1.4. Late Fees: All invoices shall be paid upon receipt from the date on the invoice. If payment is not received within
30 -days, it is considered past due. The agency will be assessed a 1.5% increase over the invoiced amount to
be processed as a late fee.
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Revised/Approved March 2023
Term and Termination.
Term of Agreement. The initial term shall be 12 months commencing on the date of the signed Agreement and shall
automatically renew for successive 12 -month periods unless this Agreement is terminated pursuant to the provisions of
Section 1.5.
1.5. Termination of Agreement.
1.5.1. 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.
1.5.2. 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.
1.5.3. Fees Nonrefundable upon Cancellation. If prior to the expiration of the Term, Client terminates the
Agreement any amount paid by Client to LEFTA Systems under this Agreement is nonrefundable.
1.5.4. 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.
2. 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 prudent businessperson 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 authority and information that is officially known or becomes
officially known through no act or failure to act on the part of the recipient. The provisions of Section 2 shall
survive the termination of this Agreement for any reason.
3. 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' fccs 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.
Each party shall defend, indemnify and hold harmless the other party, its officers, officials, employees and
volunteers from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in
connection with the performance of this Agreement, except for injuries and damages caused by the sole
negligence of either party.
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Revised/Approved March 2023
4. Miscellaneous.
4.1. 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.
4.2. Technical Support. Annual license fee includes unlimited technical support with 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.
Hours of Operation:
Phone Number:
Email Address:
Monday — Friday (excluding holidays)
8:00 AM EST — 8:00 PM EST
(800) 405-3109 Option 1
support@leftasystems.org
4.2.1. Security incidents should be reported immediately via email at securitv@leftasystems.org.
4.2.2. All application updates and/or bug fixes are included.
4.3. Hosting and Data. 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 agreement without additional
charge. Client is responsible to monitor their data amount. Additional storage fees shall be billed to and
payable by Client for any overages. Additional data can be purchased for $200 per additional 10 GB or $2,000
per additional terabyte (TB). Listed fees are billed annually.
4.3.1. LEFTA Systems is only responsible for storing and keeping Client data safe. LEFTA Systems will
retain all Client data until this agreement has been cancelled in writing. Upon cancellation of the
agreement, the client has seven (7) days to either request in writing a copy of the Client's database
from LEFTA Systems or download any data within LEFTA Systems' applications. All client data will
be purged after the 30 -day waiting period.
4.4. Implementation and Training. Client is responsible for identifying a Project Manager within their own agency
who is responsible for managing the implementation process and timeline within their own agency. LEFTA
Systems assigns a dedicated resource to complete the application configuration and training within 13 -weeks
beginning after the initial project kick-off meeting. After the kick-off meeting, the client will receive a login to
the onboarding site which must be 100 % completed and submitted to LEFTA Systems within four (4) weeks of
the kick-off meeting. Once received, LEFTA Systems will configure purchased application(s) and train the client
within the remaining nine (9) weeks. Client may prioritize applications they wish to implement first; however,
this does not change the allotted resource allocation time of 13 -weeks. If client delays past the established
timeframe or chooses to postpone the completion of individual applications during the initial submission, an
additional fee of $500 per application will be charged to customize them later.
4.5. Custom Projects and Services.
N/A
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Revised/Approved March 2023
LEFTA Systems
Signature:
Accepted and Agreed By:
Agency Name:
Signature:
PRINT Name: Mat h-w-i.r
Title: . =:ional Account Manager
Date: 09/08/2023
APPROVED AS TO FORM BY
CITY ATTORNEY 11/15/23
APPROVAL ON FILE.
PRINT Name: Eric Lund
Title: Deputy Chief of Police
Date: 11/28/23
ALL CONTENT CONTAINED IN THIS AGREEMENT IS STRICTLY CONFIDENTIAL
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Revised/Approved March 2023