HomeMy WebLinkAboutContract 45835 MY SECRETAW
CONTRACT NO!"2�;
Paladin Data Systems Corporation
Panoramic Subscription Agreement
........................................................................ ......
OFFMIAL, RECORI)
C1 FY' SECRETAIR,"Y'
....................
RECEIVED AV- 1,
Paladin Data Systems Corporation-Panoramic Subscrioti2algLeemejn
Client: City of Fort Worth Texas
Address:350 West Bell(knap
City: Fort Worth State/Zip"TX 76102
Client Billing Information:
Name
Address®if different from above:
Client Designated Contact: Aya Ealy Email:aya.ealy@fortworthtexas.gov
Phone: 817-392-4239 Fax: 817-392-4216
This Paladin Data Systems Corporation Panoramic Subscription Agreement ("Agreement") is entered
into by the City of Fort Worth, Texas ('CLIENT") and Paladin Data Systems Corporation ('PALADIN"),
collectively the "Parties," as of the Effective Date. By signing this Agreement, CLIENT agrees to all the
attached Terms and Conditions, Exhibit A— Pricing, Exhibit B— Subscription Services, and Exhibit C —
End User License Agreement which are incorporated herein by this reference. This Agreement is effective
as of the date of the last signer of this Agreement("the Effective Data').
City of Fort Worth,Texas Paladin Data System Corporation
'm Corporation
PC—
A
.......... ------
ignature Signature
Cliarles W.Daniels
Print ................
arne Print Name
Assistant anager, Q,
...................... ...........................
—PIrnl—Title Print Title
......................—
Date Date
OFFICIAI., RECORD :
APPROVED ASI 0 1:013M AND LEGALITY:
r1c
CITY SECR ETARY
Re WOR11111"Ho 1111111X
•
FO
XTY X.F.
H*�y
Z�)
lµ�it din Client eov�—1
Page 1
10 .
by.
A060,000
J. 0000 [�NO�M&C�REQ�UIU�D
TERMS AND CONDITIONS
1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
1.1 "CLIENT Data" shall mean any data, information, records, images or files added or entered
into, processed or generated by Panoramic by or on behalf of CLIENT. CLIENT Data shall include,
but not be limited to, CLIENT's capital facilities project data, CLIENT's data on land use policies and
CLIENT's other elements of a comprehensive plan, including supporting documents and files, such as
plans, maps and photos.
1.2 "Confidential Information"shall mean any non-public data, information and other materials
(whether in tangible or intangible form) regarding the products, services or business of a party(and/or,
if either party is bound to protect the confidentiality of any Third Party's information, of a Third Party)
provided or accessible to either party by the other party where such information is marked or otherwise
communicated as being"proprietary" or"confidential"or the like, or where such information should, by
its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the
foregoing, Confidential Information of PALADIN includes the software and all source code, source
documentation, inventions, know-how,and ideas, updates and any documentation and information
related to Panoramic.
1.3 "Datasite" shall mean a database partition established in Panoramic by PALADIN for CLIENT's
use with a particular project.
1.4 "Documentation" shall mean any on-line help files or written instruction manuals regarding
the use of Panoramic.
1.5 "Panoramic"shall mean the access and use provided to CLIENT hereunder of PALADIN's
Panoramic system via Web-based interface, hosted in a cloud platform.
1.8 "End-User"shall mean an individual who is authorized, registered and identified by CLIENT
by name to receive a password in order to access Panoramic, including employees, agents,
consultants, contractors and any other persons authorized by CLIENT to access Panoramic.
1.7 "Fees" shall mean the fees, charges and other amounts to be paid by CLIENT to PALADIN
hereunder.
1.8 "Modifications"shall mean improvements, additions, changes, updates, upgrades, bug fixes
or derivative works relating to Panoramic, including but not limited to the graphical user interface, by
whomever made them and whether or not they incorporate or are based on any information gained as
a result of this Agreement.
1.9 "Normal Business Hours" shall mean Monday through Friday(excluding holidays)from 8
a.m. to 5 p.m. Pacific Time.
1.10 "Recommended Equipment" shall mean any hardware or other equipment, if any,
recommended by PALADIN to be used with Panoramic as specified in the Documentation and/or on
the Panoramic website, currently located at http�//support.Paladinpanoramic.com/system-requirements.
1.11 "Results"shall have the meaning set forth in Section 3.1.
1.12 "Subscription Services" shall mean the access to Panoramic and those support and
maintenance services provided by PALADIN to CLIENT pursuant to the terms and conditions
described herein and more specifically set forth on Exhibit B attached hereto.
Page 2 Initials—Paladin Client
1.13 "Term"shall have the meaning set forth in Section 7.1.
1.14 "Third Party"shall mean any entity or individual other than PALADIN or CLIENT.
2. LICENSE GRANT
2.1 Panoramic.
(a) License. Subject to the terms and conditions of this Agreement, PALADIN hereby
grants to CLIENT, a non-exclusive, non-transferable, limited license,during the Term,for End-Users to
access and use Panoramic in accordance with the Documentation solely for information management
purposes. CLIENT'S use of Panoramic is limited to the number of Datasites licensed hereunder and the
number of End-Users licensed hereunder. In addition, CLIENT may display on its website the public
portion(s)of Panoramic,which are the portion(s)of Panoramic available to CLIENT that do not
require a password for use. CLIENT agrees that all rights not expressly granted to CLIENT hereunder
are reserved by PALADIN and its Third Party licensors or vendors, as applicable.
(b) Restrictions. CLIENT agrees that Panoramic contains trade secrets and other
confidential and/or proprietary information owned by PALADIN or its Third Party vendors. CLIENT shall
not and shall not allow End-Users or other persons to(a)modify, make derivative works, alter any part of
Panoramic, (b)copy Panoramic, in part or in whole, (c) reverse engineer,decompile,disassemble or
otherwise attempt to derive source code of Panoramic or other proprietary information from Panoramic,d)
sell,transfer, lease, rent, loan, distribute or attempt to grant any rights to Panoramic to any Third Party,
(e)use Panoramic to act as a service bureau or application service provider,or to permit access of any
kind to Panoramic to any Third Party, or(f)disclose Panoramic or any Documentation, to any Third Party,
except as otherwise permitted herein. PALADIN may electronically monitor CLIENT's use of Panoramic
for compliance with the license terms and restrictions set forth in this Section 2.
2.2 PALADIN Trademarks. PALADIN hereby grants to CLIENT a non-exclusive, non-transferable,
right to use the"Panoramic logos"and"Paladin"trademarks and logos(the "Paladin Trademarks")as
long as such use is solely to identify and promote Panoramic,including to provide attribution to PALADIN
and/or Panoramic in documents, articles and other materials related to the project(s)for CLIENT is using
Panoramic. CLIENT shall comply with the trademark usage policies and guidelines provided by
PALADIN, as may be updated or revised by PALADIN from time to time. CLIENT shall not use the
Paladin Trademarks in any other manner unless approved in advance and in writing by
PALADIN. CLIENT shall not create, develop or use any other trademarks or names in connection with
Panoramic, in whole or in part without PALADIN's prior written approval. CLIENT may not, without
PALADIN's prior written approval, add its own or any other trademarks to any materials or documentation
provided by PALADIN in connection with the performance of this Agreement.
2.3 CLIENT Trademarks. CLIENT hereby grants to PALADIN, during the Term, a non-exclusive,
non-transferable, license to display the CLIENT name and logo designated by CLIENT for use on the
user interface of Panoramic through which CLIENT accesses and uses Panoramic and for the marketing
and promotion of Panoramic. PALADIN will use such CLIENT logo in accordance with CLIENT's then-
current logo usage guidelines, if any, provided by CLIENT to PALADIN from time to time during the Term.
2.4 Data. CLIENT grants to PALADIN a non-exclusive license to use CLIENT DATA for the
purposes of performing its obligations under this Agreement.
3, OWNERSHIP
3.1 Panoramic Ownership.As between the parties to this Agreement, PALADIN and its licensors
shall retain sole and exclusive ownership of, and all right,title and interest in and to Panoramic,
Documentation, Modifications all suggestions, ideas,improvements,feedback, evaluation materials,
presentations, designs, technology, inventions, know-how,works of authorship, software,
Page 3 Initials—Paladin— G' Client
specifications, and other materials, information and any other intellectual property made, developed,
conceived or reduced to practice by PALADIN (whether alone,or jointly with Client) in the performance
of this Agreement(collectively, "Results").To the extent necessary to effect this intention, CLIENT
hereby assigns to PALADIN any and all right, title and interest in and to Panoramic and Results, and
shall execute all such further instruments and documents and to do all such other acts and things,as may
be requested by PALADIN from time to time to secure and preserve PALADIN's rights hereunder.
3.2 PALADIN Trademarks.
�ML-AD/NBF8 is a trademark of PALADIN. CLIENT receives no ownership right in the
Paladin trademark and agrees not to take any action inconsistent with such ownership. All use of the
Paladin trademarks by CLIENT will inure to the benefit of PALADIN.
3.3 Client Data and Trademarks. PALADIN receives no ownership right in the CLIENT Data or
CLIENT Trademarks. PALADIN may,with CLIENT's written consent, use excerpts of CLIENT Data in
demonstrations and presentations regarding Panoramic.
4. FEES and PAYMENT
4.1 Fees. Fees for use of Panoramic are based on the number of Datasites,add on functionality,
and the number of End-Users licensed hereunder. CLIENT will pay the Fees set forth in Exhibit A. All
Fees are payable in United States dollars and are exclusive of any and all taxes. If PALADIN is required
to pay any federal, state or local taxes based on the services provided under this Agreement,the taxes
shall be invoiced and paid by Client(excluding taxes based on PALADIN's gross receipts or net income).
4.2 Expenses. Fees do not include travel, lodging or other expenses related to Panoramic. If travel
is required, CLIENT will reimburse PALADIN for all travel, lodging, communications, incidentals and
other out-of-pocket expenses as they relate to the services rendered hereunder by PALADIN to
CLIENT to the extent authorized by CLIENT's policies and procedures, and CLIENT has
appropropriated sufficient funds for services provided hereunder.
4.3 Payment. Except as may be otherwise provided in Exhibit A, PALADIN shall invoice CLIENT,
and CLIENT shall pay such invoice within thirty (30) days of invoice date and shall be deemed overdue
if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of one percent(1%)
per month, or the maximum rate allowed by law, whichever is lower. In addition to any other rights and
remedies of PALADIN hereunder, if payment is past due, PALADIN may, in its sole discretion,elect to
suspend Panoramic and any other services provided by PALADIN to CLIENT under this Agreement or
any other agreement between CLIENT and PALADIN. CLIENT shall make all payments of Fees or
expenses in United States dollars and directed to:
Attention:Accounts Receivable
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo,WA 98370
Information on electronic remittance shall be provided to CLIENT separately upon execution of this
Agreement. A contract or invoice reference number must accompany all payments.
4.4 Right to Modify Fees. PALADIN reserves the right to modify Fees for Panoramic under this
Agreement upon notice to CLIENT no less than sixty days prior to the Annual Subscription renewal and
before such Fee modification is to take place.
5. RESPONSIBILITIES
5.1 CLIENT Responsibilities.
(a) CLIENT shall be solely responsible for the manner in which CLIENT and End-Users
Page 4 Initials—Paladin— Client__—WOe _
use Panoramic, including the requirements for End-Users set forth in Section 11 below. CLIENT shall
ensure that only authorized End-Users have access to any passwords provided by PALADIN for use in
connection with Panoramic and shall not disclose such passwords to any other individual. CLIENT
acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and
integrity of such passwords in accordance with applicable law. CLIENT shall notify PALADIN
immediately in writing if the security or integrity of a password has been compromised.
(b) CLIENT agrees to (i) cooperate and consult with PALADIN in the delivery of
Panoramic to CLIENT, and (ii) provide and maintain, in good and working order at all times, its own
Internet access and all necessary Recommended Equipment,telecommunications equipment,
software and other materials necessary for End-Users to access and use Panoramic.
(c) CLIENT shall promptly provide to PALADIN the name, address, telephone number and
email address of each End-User, as well as the name,company, telephone number and email address
for Internet connectivity support of CLIENT and End-Users(collectively, the"Registration
Information") upon receipt of such information.
(d) CLIENT will have total responsibility for the quality of the CLIENT Data captured and
stored in Panoramic. PALADIN will not be held responsible for the quality of the CLIENT Data or any
losses that may occur because of incorrectly managed CLIENT Data.
(e) CLIENT will not take any action that: (i)imposes or may impose, in PALADIN's sole
discretion, an unreasonable or disproportionately large load on Panoramic infrastructure; (ii) interferes or
attempts to interfere with the proper working of Panoramic or engage in any activity that disrupts,
diminishes the quality of, interferes with the performance of,or impairs the functionality of Panoramic;or
(iii)circumvents,disables,or interferes or attempts to circumvent,disable,or interfere with security-
related features of Panoramic or features that prevent or restrict use, access to, or copying of any data or
enforce limitations on use of Panoramic or data.
(f) CLIENT represents and warrants to PALADIN that it(i) has all requisite legal power
and authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii)
is and will remain in compliance with all applicable laws, regulations and rules of any government body
or other competent authority relating to its business or performance under this Agreement.
5.2 PALADIN Responsibilities.
(a) Subject to the terms and conditions provided herein, PALADIN shall use commercially
reasonable efforts to provide Panoramic in material conformance with the Documentation. CLIENT
shall promptly notify PALADIN in writing if Panoramic fails to materially conform to the Documentation,
and PALADIN's entire liability and CLIENT's exclusive remedy shall be for PALADIN to use
commercially reasonable efforts to provide Panoramic in material conformance with the Documentation.
(b) Upon receipt of the Registration Information, PALADIN shall use commercially
reasonable efforts to have passwords issued to End-Users in order to access Panoramic.
(c) PALADIN represents and warrants to CLIENT that it(i) has all requisite legal power
and authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii)
is and will remain in compliance with all applicable laws, regulations and rules of any government body
or other competent authority relating to its performance under this Agreement.
5.3 Scope. Services other than Panoramic, such as training, implementation, consulting services
and other professional services are outside the scope of this Agreement but may be provided pursuant to
PALADIN's Professional Services Agreement if agreed upon in writing by the parties.
6, SUBSCRIPTION SERVICES
6.1 Subscription Services. PALADIN shall use commercially reasonable efforts to provide the
Subscription Services to CLIENT as more specifically set forth in Exhibit B attached hereto.
6.2 Scheduled Maintenance. PALADIN reserves the right to take down applicable servers
containing Panoramic to conduct routine maintenance checks"Scheduled Maintenance'. PALADIN will
use commercially reasonable efforts to perform Scheduled Maintenance outside of the business hours of
Page 5 Initials—Paladin Client
Monday-Friday, 8 am-5 pm Pacific Time. PALADIN will not be responsible for any damages or costs
incurred by CLIENT, if any, for Scheduled Maintenance.
7. TERM AND TERMINATION
7.1 Term.This Agreement shall commence on the Effective Date and shall continue for the period
specified in Exhibit A(the"Initial Term"),This Agreement may be renewed for one additional year at
the CLIENT's option ("Renewal Term"), (the Initial Term and Renewal Term, collectively referred to as
the"Term"). The CLIENT shall notify Paladin in writing within thirty(30) days of the end of the Initial
Term of its intent to renew. Either party may terminate this Agreement as set forth in Sections 7.2, 7.3
and 7.4 below.
7.2 Stop in Service by PALADIN. Upon 60 days(60)written notice, PALADIN may terminate
provision of Panoramic as a PALADIN hosted offering. CLIENT DATA will be exported and returned to
the CLIENT via digital media at PALADIN's expense.
7.3 Termination. Either party may terminate this Agreement by giving to the other party thirty (30)
days written notice.
In addition, PALADIN may terminate this Agreement if the CLIENT fails to make any payment due
hereunder within thirty (30) days after receiving written notice from PALADIN that such payment is
delinquent.
7.4 Immediate Termination. Notwithstanding Section 7.3 above, PALADIN may immediately
terminate this Agreement upon written notice to CLIENT if CLIENT violates the scope or any restriction
on its license under Section 2 or its obligations hereunder with respect to Confidential Information of
PALADI N.
7.5 Reinstatement. If CLIENT elects not to renew this Agreement but then later desires to
reinstate Panoramic, PALADIN may, at its sole discretion, reinstate CLIENT's PANORAMIC if the
CLIENT pays a reinstatement fee equal to 20% of the then-current year's Fee for Panoramic plus the
upcoming year's Fee for Panoramic.
7.6 Effect of Termination.
(a) Upon termination for any reason, all licenses granted hereunder shall automatically
terminate, and PALADIN may immediately disable and discontinue CLIENT's access to and use of
Panoramic without notice to CLIENT. Upon termination of this Agreement for any reason, CLIENT shall
return to PALADIN all Documentation and all information and materials that it has acquired pertaining to
Panoramic and any other Confidential Information of PALADIN.
(b) If the CLIENT decides to terminate its access to Panoramic prior to the end of the then-
current Term, PALADIN will retain the balance of Fees paid for such Term.
(c) Within 60 days of the termination date, PALADIN will export all CLIENT Data then-stored
in Panoramic and ship the information to the CLIENT in a digital format. The cost of exporting and
shipping the data to the CLIENT will be paid by the CLIENT, unless otherwise provided, and may be
invoiced by PALADIN upon shipment.
7.7 Survival. All rights to payment and the provisions of Sections 3,4, 5.1(a), 5.1(d),7.6, and 8
through and including 13 of this Agreement(together with any other provisions that by their sense or
context are intended to survive termination) shall survive any expiration or termination of this
Agreement.
Page 6 Initials—Paladin Client
V
8. DISCLAIMER OF WARRANTIES
8.1 PALADIN's Panoramic may be temporarily unavailable from time to time due to required
maintenance,telecommunications interruptions,or other disruptions. PALADIN may also make
improvements and/or changes in Panoramic at any time without notice. PALADIN will not be responsible
for any damages that CLIENT may suffer arising out of use,or Inability to use Panoramic. PALADIN will
not be liable for unauthorized access to or alteration,theft or destruction of CLIENT®s data files,
programs, procedures or information through accident, fraudulent means or devices, or any other method.
It is hereby acknowledged that it is CLIENT's responsibility to validate for correctness all output and
reports and to protect CLIENT's data and programs from loss by routinely performing backup procedures,
CLIENT'here waives any damages occasioned by lost or corrupt data, incorrect reports or incorrect
data files resulting from a programming error,operator error, equipment or software malfunction, or from
the use of third-party software.
8.2 EXCEPT AS EXPRESSLY STATED HEREIN, PANORAMIC, DOCUMENTATION,
SUBSCRIPTION SERVICES, TECHNOLOGY, INTELLECTUAL PROPERTY MATERIALS,
INFORMATION AND OTHER ITEMS OR SERVICES PROVIDED BY PALADIN UNDER THIS
AGREEMENT ARE PROVIDED TO CLIENT AND END-USERS ON AN"AS IS'"WHERE IS" BASIS
WITH NO WARRANTIES OF ANY KIND. PALADIN AND ITS LICENSORS AND SUPPLIERS
DISCLAIM ALL WARRANTIES,WHETHER EXPRESSO IMPLIED, BY STATUTE OR OTHERWISE,
INCLUDING,WITHOUT LIMITATION,WARRANTIES OF NONINFRINGEMENT AND
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PALADIN DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DELAY
AND SHALL NOT BE LIABLE FOR ANY LOSS OF DATA.
9, INDEMNIFICATION
Intentionally Deleted.
10. LIMITATION OF LIABILITY
10.1 LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,THE
AGGREGATE LIABILITY OF PALADIN FOR DAMAGES ARISING OUT OF PANORAMIC AND
SUBSCRIPTION SERVICES OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS,DELAYS,TORTIOUS CONDUCT OR
ERRORS, OR OTHER DEFECTS, REPRESENTATIONS, USE OF SERVICES OR ARISING OUT OF
THE FAILURE TO FURNISH OR INABILITY TO USE SERVICES,WHETHER CAUSED BY ACTS OF
COMMISSION OR OMISSION, SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT
HEREUNDER FOR THE TWELVE(12)MONTHS PRIOR TOT E EVENT GIVING IS TO SUCH
LIABILITY,
10.2 EXCLUSION, EXCEPT WITH RESPECT TO THE DAMAGES ARISING FROM A PARTY'S
BREACH OF THE LICENSE AND/OR LICENSE RESTRICTIONS, OR CONFIDENTIALITY
OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES(INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR
SURPLUSES OR LOST REVENUES, BUSINESS INTERRUPTION AND LOSS OF BUSINESS
INFORMATION), WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE
OF ITS EMPLOYEES OR AGENTS,AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
11, END-USERS
CLIENT acknowledges and agrees that, prior to use of Panoramic, CLIENT will enter into an end user
license agreement("EULA"), on behalf of CLIENT's authorized End Users, in the form which is
attached hereto as QLhIlYit , regarding use of Panoramic. CLIENT will ensure that each End-User
conforms to the requirements of the EULA prior to use of Panoramic.
Page 7 Initials—Paladin Client
---------------......................
12. CONFIDENTIAL INFORMATION
12.1 Disclosure and Use.The Confidential Information disclosed by either party(the "Disclosing
Party")to the other(the "Receiving Party") constitutes the confidential and proprietary information of the
Disclosing Party, and the Receiving Party agrees to maintain the confidentiality of the other's Confidential
Information. The Receiving Party will treat all Confidential Information of the other in the same manner as
it treats its own similar confidential or proprietary information, but in no case will the degree of care be
less than reasonable care.The Receiving Party shall use Confidential Information of the Disclosing Party
only in performing under this Agreement and shall retain the Confidential Information in confidence and
not disclose Confidential Information to any Third Party (except as authorized under this Agreement)
without the Disclosing Party's express written consent. The Receiving Party shall disclose the Disclosing
Party's Confidential Information only to those employees and contractors of the Receiving Party who have
a need to know such information for the purposes of this Agreement, and such employees and
contractors must be bound by this Agreement or have entered into agreements with the Receiving Party
containing confidentiality provisions covering the Confidential Information with terms and conditions at
least as restrictive as those set forth herein. CLIENT agrees to promptly report to PALADIN any
unauthorized use or disclosure of PALADIN's Panoramic or its Confidential Information.
12.2 Acknowledgement of Confidentiality. Both parties agree that Panoramic and the
Documentation are Confidential Information of PALADIN. Both parties agree that the CLIENT Data is
Confidential Information of CLIENT. Any other specific information that is claimed by CLIENT to be
confidential must be clearly identified as such by Client,and PALADIN will maintain the confidentiality of
all such information marked confidential or proprietary as provided herein.
12.3 Exceptions. Notwithstanding the foregoing, each party's confidentiality obligations hereunder
shall not apply to information which:
(a) is already known to the Receiving Party prior to disclosure by the Disclosing Party without
restriction as to use or disclosure;
(b) becomes publicly available without fault of the Receiving Party;
(c) is rightfully obtained by the Receiving Party from a Third Party without restriction as to
use or disclosure, or is approved for release by written authorization of the Disclosing Party;
(d) is developed independently by the Receiving Party without use of or access to the
Disclosing Party's Confidential Information;or
(e) Information that is maintained by the CLIENT that is made public by law, rule, regulation
or court order.
12.4 If the Receiving Party is required to disclose any Confidential Information of the other by law,
regulation or governmental authority,the Receiving Party will provide reasonable notice to Disclosing
Party of such required disclosure and reasonably cooperate with the Disclosing Party in preventing or
limiting such disclosure,or obtaining an appropriate protective order or other remedy. If a protective
order or other remedy is not obtained,then the Receiving Party may disclosure such Confidential
Information as necessary for compliance with the applicable law, regulation or governmental authority.
Notwithstanding such disclosure, such information shall remain Confidential Information and subject to
the requirements of this Section 12.
12,5 Remedies. CLIENT acknowledges and agrees that any breach or threatened breach of this
Section 12 or the license and restrictions set forth in Section 2 may cause PALADIN irreparable harm for
which monetary damages will be inadequate compensation. Accordingly, PALADIN shall be entitled, in
addition to any other remedies available at law or in equity,to immediate injunctive relief without requiring
a cure period and without the necessity of posting a bond. Nothing stated herein shall be construed to
limit any other remedies available to the parties.
Page 8 Initials—Paladinl Client
13. GENERAL TERMS
13.1 Force Majeure. Except with respect to payment obligations, neither party shall be liable for any
failure of performance or equipment due to causes beyond such party's reasonable control, including but
not limited to: acts of God,fire,flood or other catastrophes; any law,order, regulation,direction,action, or
request of any governmental entity or agency,or any civil or military authority; national emergencies,
insurrections, riots,wars; unavailability of rights-of-way or materials;or strikes, lock-outs,work stoppages,
or other labor difficulties.
13.2 Basis of Bargain. PALADIN and CLIENT acknowledge that PALADIN has set its Fees and
entered into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and
damages as set forth in this Agreement, and that such provisions form an essential basis of the bargain
between the parties and do not cause this Agreement,or the remedies available hereunder,to fail of its or
their essential purpose.
13.3 Assignment; Binding Effect. This Agreement may not be transferred or assigned by either
party without the express written consent of the other,which will not be unreasonably withheld or delayed,
except that either party may, without the consent of the other party, assign this Agreement in its entirety
to a parent, subsidiary or affiliate of such party or an acquirer of more than fifty percent(50%)of the
assigning party's outstanding voting capital stock or to a purchaser of all or substantially all of the
assigning party's assets. In any event of assignment by Paladin, Paladin shall provide CLIENT with thirty
(30)days written notice. Notwithstanding the foregoing or any other provision of this Agreement, CLIENT
may not assign,sublicense, delegate or transfer this Agreement or any of its rights or obligations under
this Agreement to any competitor of PALADIN. Any purported transfer or assignment in contravention of
this Section shall be null and void. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
13.4 Notices.Any notice hereunder shall be deemed properly given when delivered, if delivered in
person, or sent via facsimile(with confirmation of receipt), overnight courier, certified or registered mail
(postage prepaid)to CLIENT at the address listed on the first page of this Agreement or to PALADIN
at: Paladin Data Systems Corporation, 19362 Powder Hill PI NE, Poulsbo, WA 98370, Fax#(360)-
779-2600. Attention Chief Operations Officer. Each party must notify the other party of any changes to
its address in accordance with this Section.
13.5 Publicity.CLIENT acknowledges that PALADIN may desire to reference CLIENT in product
brochures,financial reports and prospectuses, or on the PALADIN web site or in other promotional
materials,which may be in print, electronic or other form, indicating that CLIENT is a customer of
PALADIN, and CLIENT hereby grants PALADIN a right to use the CLIENT's name and logo designated
by CLIENT for such limited uses, subject to CLIENT's logo usage guidelines, if any, provided by
CLIENT to PALADIN.
13.6 Governing Law. Intentionally Deleted.
13.7 Amendment; No Waiver. Except as otherwise expressly provided herein, this Agreement may
not be amended or modified and the observance of any provision of this Agreement may not be waived
(either generally or any particular instance and either retroactively or prospectively) except with the
written consent of the parties. No failure by either party to enforce any rights hereunder shall constitute
a waiver of such right then or in the future or any other right or remedy hereunder.
13.8 Headings. Headings and captions are for convenience only and are not to be used in the
interpretation of the Agreement.
13.9 Prevailing Party. Intentionally Deleted.
13.10 Independent Contractors. The relationship of PALADIN and CLIENT established by this
Page 9 Initials—Paladin Client
Agreement is that of independent contractors and nothing in this Agreement shall be construed(i)to
give either party the power to direct or control the day to day activities of the other or(ii)to constitute
the parties as partners, franchisees,joint venture's, co-owners or otherwise as participants in a joint or
common undertaking. Further, nothing in this Agreement shall prevent PALADIN from licensing or
providing Panoramic or similar services to any Third Party or from engaging in any development of
software or products similar in any manner to Panoramic provided hereunder.
13.11 Non-solicitation. The Parties agree not to solicit or hire the other Party's employees for
employment for the Term of this Agreement and for a period six months thereafter without the prior
written consent of the other Party.
13.12 Equitable Relief. The parties agree that a material breach of this Agreement adversely
affecting PALADIN's proprietary rights in Panoramic, including any breach or threatened breach of the
license rights or restrictions set forth in Section 2 or the confidentiality obligations hereunder,would
cause irreparable injury to PALADIN for which monetary damages would not be an adequate remedy
and that PALADIN shall be entitled to equitable relief in addition to any remedies it may have hereunder
or at law.
13.13 Export Compliance. CLIENT shall comply with all applicable United States and foreign laws,
regulations, regulations, rules and requirements relating to license,delivery, import, export or re-export
of technology or content abroad, including without limitation, the requirements under the U.S. Export
Administration Act, regulations of the Bureau of Industry and Security or its successor, executive
orders, and other export controls of the United States.
13.14 Invoices. The terms,provisions or conditions of any purchase order or other business form or
written authorization used by CLIENT will have no effect on the rights, duties or obligations of the
parties under, or otherwise modify, this Agreement, regardless of any failure of PALADIN to object to
those terms, provisions or conditions.
13.15 Severability. If for any reason a court of competent jurisdiction finds any provision of this
Agreement,or portion thereof, to be unenforceable,that provision of the Agreement will be enforced to
the maximum extent permissible so as to affect the economic intent oflhe parties, and the remainder
of this Agreement will continue in full force and effect.
13.16 Counterparts. This Agreement may be executed in any number of English language
counterparts or duplicate originals, and each such counterpart or duplicate original shall constitute an
original instrument, but all such separate counterparts or duplicate originals shall constitute one and
the same instrument.
13.17 Entire Agreement. This Agreement, including the Exhibits attached hereto,constitutes the entire
Agreement of the parties concerning its subject matter and supersedes any and all prior or
contemporaneous,written or oral negotiations, correspondence, understandings and agreements
between the parties respecting the subject matter of this Agreement.
13.18 Conflicting Terms. To the extent the terms and conditions of any Exhibit,attachment, purchase
order, proposal or response to request for proposal,conflict with or are inconsistent with this Agreement,
the terms and conditions of this Agreement shall control.
Page 10 Initials—Paladin Client 11
EXHIBIT A
Pricing
• Initial Term commences on the September 28, 2014 (the go-live anniversary date of Panoramic--go-
live was 9-28-12)and continues for one year.
• Renewal term—Subscription Services may be renewed for one additional year after Initial Term in
accordance with 7.1 of this Agreement.
• Number of databases: 1
• Number of licensed users: 10 regular and up to 150 occasional users(occasional users individually
average less than 15 hours per quarter.)
•
• Annual Fees- $17,330:
• Datasite license fee for 10 regular and150 occasional users: $14,330
• Portal license fee: $3,000
• Tax Exemption:
Notwithstanding Section 4.1, if tax exempt, CLIENT will provide PALADIN with sufficient documentation
that CLIENT is exempt from payment of such taxes.
Page 11 Initials—Paladin Client '�
EXHla.ff B
Subscription Services
1. GENERAL SUBSCRIPTION SERVICES DESCRIPTION. Subscription Services shall be provided
for Panoramic solely as set forth In this Exhibit and shall be conditioned upon compliance with the
Subscription Agreement, including payment of annual Fees. Subscription Services do not include, and
PALADIN shall not be responsible or liable with respect to, any problerns or issues arising from (I)
unauthorized or improper use of Panoramic; (ii) modification, alteration or configuration of Panoramic by
CLIENT or a Third Party that has not been authorized in writing by PALADIN, (iiii) hardware, software,
technology or intellectual property which has not been provided by PALADIN pursuant to the
Subscription Agreement, (iv)telecommunications facilitiesi (v)any breach of Subscription Agreement by
CLIENT, or any act or omission of any End-User which, if performed or omitted by Client,would be a
breach of the Subscription Agreement,and/or(vi)any act or omission of CLIENT or any End-User that
prevents,delays, disturbs or interferes with PALADIN's performance of its obligations hereunder,
2. CLIENT Subscription Obligations.
2.1 CLIENT shall provide a designated application Support contact ("Designated Application
Support Contact')with all relevant contact information to respond to support questions from PALADIN
regarding Panoramic,
2.2 CLIENT shall provide a designated billing contact ("Designated Billing Contact")with all
relevant contact Information to respond to billing and payment questions regarding Panoramic.
3. PALADIN Subscription Services Obligations. PALADIN shall provide CLIENT the Subscription
Services set forth below.
3.1 Support. PALADIN shall provide telephone support for all End-Users,during normal business
hours. Hours of availability and the methods to be used to contact Support are published publicly and
are subject to change in order to best support our customer base. They are available on the web at
http://siDDort.r)aladinpanoramic.com/. PALADIN will classify support calls into one of three categories
and will respond as indicated in the following table:
Problem
Local_Hardware and If the End-UsWis_-unable to connect to the Internet, PALADIN WWI-advise
Internet connectiv the End-User to contact their ISP and/or local sqeport contact.
Connectivity to If tine End-User is able to connect to the Internet, but is unable to connect
Application(s) to their projects or data on the PALADIN server, PALADIN will use all
reasonable efforts to correct the connectives
Use of i(_the End-User_is__haviWg_a problem using Panoramic or has questions
about its use, PALADIN will use all reasonable efforts to resolve the
issue.
3.2 Standard Upgrades, Provided that CLIENT is in compliance with the Subscription
Agreement,including being current on its payment of annual fees, PALADIN shall provide CLIENT
with access to upgrades to Panoramic that PALADIN generally makes available to its customers.
4. TIMELY PAYMENT. PALADIN has the right to suspend any Subscription Services if the Fees
are not timely paid pursuant to the terms of the Subscription Agreement,
Page 1 2 InitialsPaiadin C I I e n t_&_44A�
EXHIBIT C
End User License Agreement
This End User License Agreement("EULA') is a legal agreement between the CLIENT ('You"or
'Your"), on behalf of CLIENT'S authorized End Users, and Paladin Data Systems Corporation
("PALADIN") regarding access to and use of PALADIN's Panoramic information management software
via a Web-based interface ('Panoramic"). If You do not agree to the terms and conditions of this EULA,
do not access or use Panoramic. PALADIN will not and does not license Panoramic to You unless You
agree to the terms of this EULA.
In consideration of the promises and covenants described below, and other good and valuable
consideration,You agree as follows:
1. Authorized Users. Panoramic and the licenses granted hereunder are only available to
individuals who have been authorized to access and use Panoramic by a party who has licensed
Panoramic(the"CLIENT')from PALADIN pursuant to the Paladin Data Systems Corporation Panoramic
Subscription Agreement (the "Subscription Agreement"). By entering into this EULA, You represent
and warrant that You are authorized to access and use Panoramic, and that You will observe and perform
all the terms and conditions of this EULA and the Subscription Agreement.
2. License Grant. Subject to the terms and conditions hereof, PALADIN grants You a non-
exclusive, non-transferable, limited license to use Panoramic for information management purposes,
3. Restrictions. You agree that Panoramic contains trade secrets and other confidential and/or
proprietary information owned by PALADIN or its third party vendors.You will not, and will not allow other
persons,to(a) modify, make derivative works, alter any part of Panoramic or any portion thereof, (b)copy
Panoramic or any portion thereof, (c) reverse engineer, decompile, disassemble or otherwise attempt to
derive source code of Panoramic or any portion thereof or other proprietary information from Panoramic,
(d)sell,transfer, lease, rent, loan, distribute or attempt to grant any rights to the Panoramic or any portion
thereof, (e) use Panoramic or any portion thereof to act as a service bureau or application service
provider, or to permit access of any kind to Panoramic or any portion thereof to any Third Party, or (0
disclose Panoramic or any associated documentation or any portion thereof to any third party except as
otherwise permitted herein.
4. Term. You will be deemed to have accepted and agreed to this EULA if You: (a) confirm this
EULA by signature, email or other written or electronic communication, including by click-through
acceptance; or(b) access and use Panoramic. This EULA shall be effective throughout the term of the
Subscription Agreement, including any renewal terms thereof, or as long as You are an authorized End-
User,if shorter, unless terminated sooner as provided herein.
5. Termination, PALADIN may immediately terminate this EULA, and exercise any other rights it
may have, if: (a) You breach this EULA; (b) the CLIENT breaches the Subscription Agreement; or (c)
GLIENT's access to Panoramic is terminated or suspended for any reason. on termination for any
reason, all licenses granted hereunder shall automatically terminate, and PALADIN may Immediately
disable and discontinue Your access to and use of Panoramic without notice to You or the CLIENT. The
provisions of Sections 5 through and including 12 of this EULA (together with any other provisions that
by their sense or context are intended to survive termination) shall survive any expiration or termination
of this EULA.
6. Confidentiality. Panoramic and associated documentation is and contains confidential and
proprietary information of PALADIN (or its licensors). To the extent permitted by applicable law, You
agree to hold in confidence, not to use or disclose to any third party, and to take all necessary
precautions to secure the confidentiality of Panoramic and associated documentation. In accordance with
this provision, You will maintain at least the same precautions as You take in regard to Your own
confidential or proprietary information, but not less than reasonable care. You agree to promptly report to
PALADIN any misuse or unauthorized use or disclosure of Panoramic or its associated documentation
that may come to Your attention.
7. Er2nr!ptary Riclht�� PALADIN (and its licensors) will retain sole and exclusive ownership of, and
all right, title and interest in and to Panoramic and any associated documentation, including any
modifications thereto and any suggestions, ideas, improvernents, feedback, materials, information and
any other intellectual property made, developed, conceived or reduced to practice by PALADIN (whether
alone, or jointly with You) in the performance of this EULA (collectively, "Results"). To the extent
necessary to effect this intention,You hereby assign to PAI ADIN any and all right, title and interest in and
Page 13 initials—Paladin, Client
to the Results,and shall execute all such further instruments and documents and to do all such other acts
and things, as may be requested by PALADIN from time to time to secure and preserve PALADIN's rights
hereunder.
8. No Warranties. PANORAMIC, DOCUMENTATION, SUBSCRIPTION SERVICES,
TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS, INFORMATION AND OTHER ITEMS OR
SERVICES PROVIDED BY PALADIN UNDER THIS AGREEMENT ARE PROVIDED TO YOU ON AN
"AS IS""WHERE IS" BASIS WITH NO WARRANTIES OF ANY KIND. PALADIN AND ITS LICENSORS
AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,WARRANTIES OF NONINFRINGEMENT AND
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PALADIN DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DELAY
AND SHALL NOT BE LIABLE FOR ANY LOSS OF DATA.
9. Limitation of Liability and Exclusive Remedy. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW: IN NO EVENT SHALL PALADIN BE LIABLE TO YOU FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, INDIRECT,
SPECIAL, OR INCIDENTAL DAMAGES, AND DAMAGES FOR LOST PROFITS OR SURPLUSES OR
LOST REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS) ARISING OUT OF YOUR USE OR INABILITY TO USE PANORAMIC, EVEN IF
PALADIN HAS BEEN ADVISED TO THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND
EXCLUSIVE REMEDY FROM YOUR USE OR INABILITY TO USE THE SOFTWARE OR ANY OTHER
BREACH OF THIS AGREEMENT BY PALADIN SHALL BE FOR YOU TO DISCONTINUE USE OF THE
PANORAMIC.
10. Indemnity. Intentionally Deleted,
11. Injunctive Relief. You agree that any breach of this Agreement adversely affecting PALADIN's
proprietary rights in Panoramic, including any breach or threatened breach of the license rights or
restrictions or the confidentiality obligations set forth herein,would cause irreparable injury to PALADIN
for which monetary damages would not be an adequate remedy and that PALADIN shall be entitled to
immediate injunctive relief in addition to any remedies it may have hereunder or at law.
12. General.
a. Assignment, Successors. No right or license under this Agreement may be assigned or
transferred by You, nor may any duty be delegated by You without PALADIN's prior written consent. Any
assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the
foregoing, this EULA will bind and inure to the benefit of the successors and assigns of You and
PALADIN.
b. Governing Law. Intentionally Deleted.
C. Amendment: No Waiver. Except as otherwise expressly provided herein, this EULA may
not be amended or modified and the observance of any provision of this EULA may not be waived
(either generally or any particular instance and either retroactively or prospectively) except with the
written consent of the parties. No failure by either party to enforce any rights hereunder shall constitute a
waiver of such right then or in the future or any other right or remedy hereunder.
d. Severability. If for any reason a court of competent jurisdiction finds any provision of this
EULA, or portion thereof, to be unenforceable, that provision of this EULA will be enforced to the
maximum extent permissible so as to affect the economic intent of the parties,and the remainder of this
EULA will continue in full force and effect.
13. Acknowledgment of Understanding — Entire Agreement. You acknowledge that You have read
this EULA, understand it and agree to be bound by its terms and conditions. You also agree that this
EULA, together with the other written agreements referred to herein, is the complete and exclusive
statement of the agreement between PALADIN and You concerning its subject matter and supersedes all
proposals, representations or prior agreements, oral or written, and any other communications between
PALADIN and You. This EULA may not be amended, except by an agreement in writing which is signed
by authorized representatives of PALADIN and You.
14. Hosting Requirements. Panoramic is hosted in a cloud platform and requires of End-
Users:
a. You may not:
Page 14 Initials—Paladin Client
i. Use the online service in a way that is prohibited by any law, regulation or
governmental order or decree in any relevant jurisdiction, or that violates others'legal rights;
ii, use the online service in a way that could harm it or impair anyone else's use of
it;
iii. use the online service to try to gain unauthorized access to any service, data,
account or network by any means;
iv. falsify any protocol or email header information(e.g.,"spoofing");
V. use the online service to send "spam" (i.e., unsolicited bulk or commercial
messages) or otherwise make available any offering designed to violate these terms(e.g., denial
of service attacks, etc.);or
vi. remove, modify, or tamper with any regulatory or legal notice or link that is
incorporated into the online service.
b. Use of Your data:
i. PALADIN or hosting provider may use and reproduce Your data in order to
provide,operate, and maintain the online service;
ii. PALADIN or hosting provider may use usage patterns, trends, and other
statistical data derived from your subscriber data and your use of the online service for the
purpose of providing, operating, maintaining, or improving the online service and any Third Party
software products and services used to deliver the online service;
iii. PALADIN or hosting provider will neither access your subscriber data nor
disclose it to any third party other than agents acting on PALADIN's or hosting provider's behalf,
except as required by law or as you may otherwise authorize, including the authorizations given
above. PALADIN or hosting provider will provide you reasonable advance notice of disclosure, if
we are legally permitted to do so
��=ed a Agreed' AT'Th. T �'
nature Mary J.Kays
..
Charles W. Daniels City Secretary�
Printed Namea
av
_ b�"
Date
ConCsact Authoritat
M&C:��N/A
APPROVAL,RECOMMEN FD-
Date Approved:_N/
a
Y�
Jeffrey W.Halstead
Chief of Police
Date:
APPROVED As TO FORM
AND LEGAI I'Y:
" CIAL R)i (, O)R D
Jessica Sangs a ig C
Assistant Cit A`.dturnk�y
".
Page 15 Initials—Paladin 4 Client