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Justice Systems ~ SOFFWARE LICENSE AGREEMENT FOR JUSTICE SYSTEMS, INC. Customer upon thirty (30) days written notice, or by justice LICENSED PROGRAMS Systems as set forth in this section. This Agreement may be terminated by the Customer only when all licensed program Agreement No.: OR-0497-00017 materials licensed hereunder are discontinued and all licensed program materials have been returned to justice Systems. Name and address of Customer: Licenses granted under this Agreement may be discontinued by the City of Tigard Customer upon thirty (30) days written notice. Justice Systems may 13125 S. W. Hall Blvd. discontinue any license or terminate this Agreement upon written Tigard, OR 97223 notice effective immediately if the Customer fails to comply with any of the terms and conditions of this Agreement. Licensor, Justice Systems, Inc. and the Customer agree that, when this Agreement is signed by the Customer and accepted by justice Notice of discontinuance of any or all licenses shall not be Systems, the following terms and conditions will apply to any considered notice of termination of this Agreement unless justice Systems licensed program offered under this agreement specifically stated. when ordered by the Customer and the order is accepted as provided herein. Notice of discontinuance of any licensed program shall be notice of discontinuance of the license and of all program materials obtained Under these terms and conditions, justice Systems will 1) furnish in connection therewith. licensed programs to the Customer, 2) furnish licensed optional materials in support of such licensed programs, 3) grant the III. PROPRIETARY RIGHTS OF JUSTICE SYSTEMS IN THE Customer a nontransferable and nonexclusive license in the United LICENSED SOFFWARE States and Puerto Rico to use the licensed program materials, and 4) provide program services, all as described herein. A. The nature of these rights and title: Customer recognizes that the licensed computer program system, The Customer agrees with respect to the licensed programs to system documentation manuals and other materials supplied by accept the responsibility for 1) their selection to achieve the justice Systems to customer are subject to the proprietary rights of Customer's intended results, 2) their installation, 3) their use, and justice Systems. Customer agrees with justice Systems that the 4) the results obtained therefrom. The Customer also has the programs, documentation and all information or data supplied by responsibility for the selection and use of, and results obtained justice Systems in machine readable form are copyrighted and are from, any other programs, programming, equipment or services protected by civil and criminal law and by the law of copyright, used with the licensed programs. and are very valuable to justice Systems and that their use and disclosure must be carefully and continuously controlled. Customer Specific licensed program materials shall be ordered under this further understands that operator manuals, training aids, and other Agreement by a written supplement to this agreement (Software written materials are subject to the Copyright Act of the United License Supplement) signed by the Customer and specifying the States. licensed program materials and the designated operating 1. Justice Systems retains title to the programs, environment. Upon receipt of the duly signed Supplement by the documentation, information or data furnished by justice customer, justice Systems shall grant a non-transferable, signed and Systems in machine readable form and training nonexclusive license in the United States and Puerto Rico for materials. licensed program materials subject to the terms and conditions of this agreement. Delivery of the licensed program materials to the 2. Customer shall keep each and every item to which customer's locations constitutes acceptance of the licensed program justice Systems retains title free and clear of all claims, materials. liens and encumbrances except those of justice Systems and any act of customer, voluntary or involuntary, Any terms which this Agreement states are to be specified by justice purporting to create a claim, lien or encumbrance for Systems for a licensed program and/or related licensed optional such an item, shall be void. material will be stated in an addendum to this agreement. IV. CUSTOMER DUTIES L DEFINITIONS Each license granted under this Agreement authorizes the Customer The term "licensed program" in this Agreement shall mean the to: licensed machine-readable object code of the computer software a.) use a single licensed program in the designated defined in the Software License Supplement and any related operating environment for a single concurrent user. licensed materials such as, but not limited to, flow charts, logic diagrams, or programmers notes provided for use in connection b) utilize the licensed program materials in printed with the licensed data processing program; as well as any additional form in support of the use of the licensed program; releases of such licensed programs as shall be supplied by justice and/or; Systems to Customer from time to time, together with documentation. c) copy or translate the licensed program materials in machine readable form into any machine readable or The term "use" in this Agreement shall mean copying any portion of printed form to provide a single backup or archival the licensed program materials into a machine for processing of the copy of the licensed program as authorized under this machine instructions, statements or data contained in such Agreement. Licensed program materials provided by materials. Justice Systems in printed form, microfiche or other non-machine readable form may not be copied. II. TERM OF AGREEMENT Additional copies may be obtained under license from justice Systems at the charges then in effect. This Agreement is effective from the date on which it is accepted by Revised 10/18/96 justice Systems and will remain in effect until terminated by the 1 d) the Customer shall not use, print, copy, translate or display the licensed program materials, in whole or in VIII. RISK OF LOSS part, unless expressly authorized in this Agreement. If licensed program materials are lost or damaged during shipment e) the Customer shall not reverse assemble or reverse from justice Systems, Justice Systems will replace such licensed compile or reverse engineer the licensed programs in program materials and program storage media at no additional whole or in part. charge to the Customer. f) the Customer may not modify any licensed If licensed program materials are lost or damaged while in the program materials in machine readable form and/or possession of the Customer, Justice Systems will replace such merge such materials into other program material to licensed program materials at the applicable charges, if any, for form an updated work for the Customer's own use. processing, distribution, and/or program storage media. V. PAYMENT TERMS IX. PROGRAM SERVICES Lease/Purchase: The payment terms of the Lease/Purchase Option For each licensed program, justice Systems provides program Agreement apply. services without additional charge for the current release of the licensed program. Program services will commence upon the date Purchase: Customer agrees to pay justice Systems the sum of of installation of the licensed program material. Program services $12,085.00, to purchase the rights to use the software specified in shall be in effect for the 365 day limited warranty period. All the Software License Supplement attached to this agreement. documentation of problems related to the licensed program invoicing shall take place at time of program delivery. Justice materials should be submitted prior to the termination of the 365 Systems reserves the right to add a late charge not exceeding 11/2 day limited warranty period by the Customer to justice Systems in percent per month for failure to make payments within thirty (30) order to be corrected. The Customer will be responsible for days of the invoice date. submission of documentation to justice Systems of the problem which Customer believes is related to the use of the licensed For certain licensed programs, justice Systems may designate one or program. Program services will be subject to the provisions of the more replacement licensed programs. When a licensed program is section entitled "Specified Operating Environment" discontinued and replaced by the Customer with a justice Systems designated replacement licensed program, an upgrade charge as TYPES OF SERVICES specified by justice Systems will apply. Program services shall be provided during normal business hours Any additional charges for program services for licensed programs 8:00 a.m. to 5:00 p.m., M.S.T., Monday through Friday without will be at justice Systems then applicable hourly service rates and charge to the Customer other than set forth in this agreement. material charges, plus travel and expenses. Such services will be provided under the terms and conditions of this Agreement unless Program services will be provided through telephone provided under separate written maintenance agreement signed by communication to the extent possible. When necessary, program the Customer and Justice Systems. services will be provided at the Customer's location. Program services shall include: Fixing of "bugs" in the software, Applicable Taxes enhancements deemed necessary by Justice Systems, special changes in the software deemed necessary by mutual agreement. In addition to the charges due under this Agreement, the Customer agrees to pay amounts equal to any taxes resulting from this Operative error or accident or misuse is not covered by program Agreement, or any activities hereunder. service. VI. DELIVERY Justice Systems shall also have the right to charge for any additional effort which results from providing program services for altered Delivery shall be made by the (estimated) 1st day of June, 1997 licensed programs or for a release which is not current. or within a reasonable period of time thereafter. Justice Systems shall not be liable for any damages or penalty for delay in delivery Because not all errors in software can or need to be corrected, or for failure to give notice of delay when such delay is due to justice Systems does not guarantee service results or represent or factors beyond justice Systems reasonable control, including, but warrant that all errors or program defects will be corrected. not limited to delays in transportation or acts of God. Similarly, Justice Systems does not warrant that the functions contained in the licensed program will meet Customer's VII. SOFTWARE INSTALLATION requirements or that the licensed program will operate in combinations selected for use by Customer. Justice Systems will install or will authorize a qualified third party to install the licensed programs as specified in the Services X. PROTECTION AND SECURITY OF LICENSED Supplement to this agreement in a reasonable amount of time after PROGRAM MATERIALS delivery of the software licensed program.. Acceptance of the licensed program occurs when the program is installed. The Customer will take appropriate action, by instruction, agreement or otherwise with any persons permitted access to Subsequent releases, if any, of a licensed program which have the licensed program materials so as to enable the Customer to satisfy same program number will be made available to the Customer for the Customer's obligation under this agreement. All copies of productive use and/or test on the designated machine while the licensed program materials provided by justice Systems or made by Customer continues productive use of a previous release on that the Customer including translations or compilations or partial machine and pays applicable charges therefor. copies within modifications, derivative works, and updated works are the property of justice Systems and may not be distributed by the Customer to any other persons, including other licensees of the licensed program, without justice Systems prior written consent. 2 f The Customer will reproduce and include the copyright notice on extent of the justice Systems representative's knowledge of the any such copies made by the Customer in accordance with the Customer's equipment and programs. copyright instructions provided by justice Systems. XIII. RETURN OF LICENSED PROGRAM MATERIALS The Customer will maintain records of the number and location of all copies of licensed program materials and will notify justice Within one month after the date of discontinuance of any license Systems in writing if the original or copy of the licensed program granted hereunder, unless the requirement is waived by justice materials will be moved to any other location. Systems, the Customer will furnish to justice Systems a written statement certifying that through the Customer's best effort, and to The Customer will insure, prior to disposing of any media, that any the best of the Customer's knowledge, the original and all copies of licensed program materials contained thereon have been erased or the licensed program material received from justice Systems or otherwise destroyed. made in connection with such license, have been returned to justice Systems or destroyed. This requirement will apply to all copies in The Customer will not provide or otherwise make available any any form including translations or compilations or partial copies licensed program materials in any form without justice Systems within modifications, derivative works, and updated works, prior written consent except to Customer employees or justice whether partial or complete, and whether or not modified or Systems employees, or to other persons during the period that such merged into other program materials as authorized herein. other persons are on the Customer's premises, for purposes However, upon prior written authorization from justice Systems the specifically related to the Customer's authorized use of the licensed Customer may retain a copy for archival purposes only. program. When the Customer has licensed a new version of a licensed Xl. LIMITED WARRANTY program, which carries a different program number, and discontinues the prior version, the Customer may retain the prior For one year (365 days) following acceptance, justice Systems will version of the licensed program for a period not to exceed three (3) design, code, check out, document and deliver promptly any months following its date of discontinuance to be used only if a amendments or alterations to the software installed by justice defect in the new version prevents use of the latter. During this Systems that may be required to correct errors present at the time period, the Customer will pay only the applicable charges for the of acceptance of this system and which significantly affect the new version of the licensed program. Within one (1) month performance in accordance with the specifications. This limited following this three-month period, unless the requirement is warranty is contingent upon Customer advising justice Systems in waived by Justice Systems, the Customer will furnish Justice Systems writing of the need of such efforts in accordance with justice a statement, certifying that through the Customer's best effort, and Systems prescribed reporting procedures, within one year (365 to the best of the Customer's knowledge, the original and all copies days) of acceptance as defined herein. of the prior licensed programs have been returned to justice Systems or destroyed. Following the warranty period, Customer may continue to receive justice Systems software support for software installed by justice XIV. PATENTS AND COPYRIGHTS Systems by Customer's execution of justice Systems then standard maintenance agreement and payment of justice Systems then justice Systems will, at its expense, defend the Customer against any current charge for said support. claim that licensed program materials supplies hereunder infringe a patent or copyright in the United States or Puerto Rico. Justice Corrections for difficulties or defects traceable to Customer errors Systems will pay all reasonable costs, damages and attorney's fees or systems changes will be billed at standard justice Systems time that a court finally awards as a result of such claim. To qualify for and materials rates, plus travel and expenses. such defense and payment, the Customer must: In the case of non-Justice Systems software, customer agrees to 1) give justice Systems prompt written notice of any look solely to the warranties and remedies, if any, provided by such claim; and the non-Justice Systems software licensor or vendor. 2) allow justice Systems to control, and fully cooperate Except for the express warranties stated above, justice with justice Systems in the defense and all related Systems disclaims all warranties, express and implicit, settlement negotiations. with regard to the justice Systems products sold hereunder including all implied warranties of The Customer agrees to allow justice Systems at justice Systems merchantability and fitness for a particular purpose, and option and expense, if such claim has occurred or in justice Systems all obligations or liabilities on the part of justice Systems judgment is likely to occur, to procure the right for the Customer to continue using the licensed program materials or to replace or to for damages, including but not limited to consequential modify them so that they become non-infringing; and, if neither of damages arising out of or in connection with the the foregoing alternatives is available on terms which are performance of this software program. reasonable in justice Systems judgment, upon written request, the Customer will return the licensed program materials to justice XII. SPECIFIED OPERATING ENVIRONMENT. Systems and, for licensed programs whose total charges are fully paid, the Customer may receive a credit as established by justice The licensed program specifications identified in the software Systems. license Supplement for each warranted licensed program will state the environment in which the licensed program is designed to justice Systems shall have no obligation with respect to any such operate. claim based upon the Customer's modification of the licensed program materials or their combination, operation, or use with Program services for a licensed program used in other than a data or programs not furnished by justice Systems or in other than Specified Operating Environment are subject to limitations the Specified Operating environment. This section states justice occasioned by the differences between the Specified Operating Systems entire obligation to the Customer regarding infringement Environment and the Customer's operating environment and by the or the like. 3 this agreement. justice Systems and the Customer agree that such products and services cannot be the subject of an oral agreement XV. REMEDIES and are therefore specified in the Services Supplement attached hereto. The payment terms applicable to the purchasing of justice Systems entire liability and the Customer's exclusive remedy software licenses, shall apply to products and services in the shall be as follows: Services Supplement, unless otherwise stated in the Services Supplement. In all situations involving performance or nonperformance of licensed programs furnished under this Agreement, the Customer's XVII. CONFIDENTIAL INFORMATION remedy is 1) The correction by justice Systems of licensed program defects, or Z) if, after repeated efforts, justice Systems is unable to Customer acknowledges that the licensed programs and the make the licensed program operate as warranted, the Customer documentation contain proprietary intellectual property rights, shall be entitled to recover actual damages to the limits set forth in including confidential information, of justice Systems. Customer this section. agrees to keep the licensed programs and documentation in confidence and to take all reasonable precautions to ensure that For any other claim concerning performance or nonperformance no unauthorized persons have access to the licensed program by justice Systems pursuant to, or in any other way related to, the and documentation and that no unauthorized copies are made. subject matter of this Agreement and any Supplement hereto, the Breach of this provision shall be grounds at justice Systems Customer shall be entitled to recover actual damages to the limits option for immediate termination of this Agreement without set forth in this section. In no event shall justice Systems be liable further obligation to Customer. for special, incidental, consequential damages whether based on contract, tort, or any other legal theory. Customer shall not alter any proprietary markings in connection with the documentation and the licensed programs, including justice Systems liability for damages to the Customer for any cause copyright, trademark, trade secret, and patent legends. whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the XVIII. AUDIT lesser of $4,000.00 or the one-time charge paid for the licensed program that caused the damages or that is the subject matter of, or During the term of this Agreement and for a term of one year is directly related to, the cause of action. Such charges shall be after termination of this Agreement, on reasonable notice, during those in effect when the cause of action arose and shall include any regular business hours of Customer, justice Systems may enter initial or process charges paid to justice Systems. This limitation of the premises of Customer and perform reasonable audit and liability will not apply to claims for copyright infringement or for inspection procedures to confirm that Customer is in compliance personal injury or damage to real or tangible personal property with the terms and conditions of the Agreement, including but caused by justice Systems negligence. not limited to, provisions relating to scope of use of the licensed programs, protection of confidential information, and In no event will justice Systems be liable for any damages arising termination of this Agreement. Customer shall cooperate in any from performance or nonperformance of the licensed program such inquiry. during the licensed program limited warranty period or for any damages caused by the Customer's failure to perform the XLX. GENERAL Customer's responsibilities, or for any lost profits, lost savings or other consequential damages, even if justice Systems has been This agreement is not assignable; none of the licenses granted advised of the possibility of such damages or for any claim against hereunder nor any of the licensed program materials or copies the Customer by any other party, except as provided in the section thereof may be sublicensed, assigned, timeshared, rented or entitled "Patents and Copyrights". transferred by the Customer without the prior written consent of justice Systems. Any attempt to sublicense, assign or transfer any of In the event the Customer attempts to use, copy, license or convey the rights, duties or obligations under this Agreement is void. the licensed program in a manner contrary to the terms of this agreement or in derogation of justice Systems proprietary rights, Licensed program materials furnished under this Agreement are to whether these rights are explicitly stated herein, determined by law be used only on machines located in the United States and Puerto or otherwise, justice Systems shall have, in addition to any other Rico. The Customer agrees to comply fully with all relevant export remedies available to it, the right to injunctive relief enjoining such laws and regulations of the United States to assure that neither the action. The Customer hereby acknowledging that other remedies licensed software or any direct product thereof, are exported are inadequate. directly or indirectly, in violation of United States law. justice Systems may direct Customer to third parties having The terms of this Agreement may be modified by justice Systems products or services which may be of interest to Customer for use upon three (3) month's written notice to the Customer, except that in conjunction with the Products. Notwithstanding any justice any modifications of the terms and conditions which relate Systems recommendation, referral or introduction, Customer will specifically to termination of this Agreement or discontinuance of independently investigate and test third-party products and services licenses granted under this Agreement as provided in the section and will have sole responsibility for determining suitability for use entitled "Term" shall be effective only as to licensed program of third-party products and services. justice Systems has no liability materials designated in a Supplement issued by justice Systems after with respect to claims relating to or arising from use of third-party the date of such notice. Modifications shall become effective unless products and services. the Customer terminates this Agreement or discontinues any applicable licenses before the effective date thereof. Otherwise, the XV1. ADDITIONAL PRODUCTS AND SERVICES Agreement or any Supplement can only be modified by a written agreement duly signed by persons authorized to sign agreements on In addition to the licensed program materials and program services behalf of the Customer and justice Systems. Variance from or provided under this Agreement, justice Systems offers other addition to the terms and conditions of this Agreement and any products and services at separate charges which are required for Supplement in any Customer purchase order except in writing and the successful installation of the software that is being licensed in 4 signed by those authorized to sign by the Customer and Justice Systems shall be of no effect. justice Systems is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. In the event that a separate license agreement accompanies non- justice Systems software, then the separate license agreement terms will supersede the license granted for justice Systems software. No action, regardless of form, arising out of this Agreement may be brought by either party 1) in the case of an action arising out of breach of the provisions of the section entitled "Protection and Security of Licensed Program Materials", more than two years after such cause of action has arisen, 2) in the case of an action for nonpayment was due, or 3) in the case of any other action, more than two years after the condition has arisen. If any provision or provisions of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If there is any default or breach of the terms and conditions of this contract by the Customer, Customer agrees to pay all justice Systems reasonable legal fees incurred as a result of the breach or default. This agreement will be governed by the laws of the State of New Mexico. The Customer acknowledges that the Customer has read this agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Customer agrees that this agreement and its applicable supplements are the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement. X //PLC /chi /C G 4lL/Z~ Authorized,ignature ,4,6146- <66i&Q1J Type or Print Name Title ' - l,;?( 7 D to Authorized Signature Type Qr Print Name P 3/~/ Date 5 JUSTICE SYSTEMS, INC. Software License Supplement Agreement Number OR-0497-00017 Supplement Number 1 Designated Operating Environment: MS Windows Products Applicable to this Agreement: Item Style Description Qty License Extended Number Charge/ License Unit Charge 1 FullCourtTM FullCourtTM Case Mgmt. SW 3 3,995 11,985 -C- AnyWhere C AnYW t- I gp Total Amount $ 1-2-f08.0ff Customer Signature: 60 X ~Trr~ Justice Systems, Inc..- X II JUSTICE SYSTEMS, INC. Services Supplement Agreement Number OR-0497-00017 Supplement Number -I Location: City of Tigard, Oregon Item Service ['Number Service Description Charges 1 FullCourtTM basic installation package* $3,980 Includes: Installation of the FullCourtTM software onto server and workstations. Installation of PC Anywhere software. Complete FullCourtTM system testing. Tigard IS Dept. will be responsible for configuring the hardware to meet minimum specifications listed in our RFP response pages 13-16 and to load required networking operating system. Justice Systems will install FullCourtTM onto the court's File Server, 3 PCs in the court and 3 PCs in Administrative Services. Maximum of 2 days will be required - provided the existing equipment meets recommended hardware requirements listed on pages 13-16 of our RFP response. Travel days and related travel expenses are included. ON-SITE TRAINING SCHEDULE: (8 hours a day/5 days) I st day - Justice Systems training coordinator will begin the $5,000 five day class that will include a review of: Windows, MS Word & FullCourtTM. 2nd day - Set up system tables and define court system values. 3rd day - Citation and disposition entry, scheduling, payments and printing of receipts 4th day - Bond and warrant entry, overdue processing and financial and other reporting. 5th day - Creating and printing documents and follow-up on any of the areas covered the previous two days. Travel and related expenses are included. *Services are payable upon installation. GRAND TOTAL SERVICES $8,980.00 JUSTICE SYSTEMS, INC. SOFTWARE SUBLICENSE ADDENDUM Addendum Number-1 This document (The Addendum) is between Justice Systems, Inc. and _ City of Tigard, Oregon Municipal Court (the "Customer") and shall be governed by the Software License Agreement Number OR-0497-00017 and dated db-ll 7 and the terms set forth below. 1. Definitions "Runtime Programs" shall mean licensed Oracle programs which shall be limited to use solely for the purpose of running JUSTICE SYSTEMS Application Program, and may not be used to create or alter tables or reports except as necessary for operating JUSTICE SYSTEMS Application Program. "Application Program" shall mean JUSTICE SYSTEMS value-added application software, as specified in the JUSTICE SYSTEMS Software License Agreement and which is titled FullCourtTM with which the Runtime Programs are to be coupled. "Sublicense" shall mean a nonexclusive, nontransferable right granted by or through JUSTICE SYSTEMS to use an object code copy of the Runtime Programs with the Application Program; the user guides and manuals for use of the software ("Documentation"); and updates. "Update" shall mean a subsequent release of a Runtime Program which is generally made available for all Runtime Program Licenses at no additional charge, other than media and handling charges. Update shall not include any release, option or future product which Oracle licenses separately. II. Sublicenses JUSTICE SYSTEMS will provide to Customer, Runtime Programs that are required for the successful operation of FullCourtTM. JUSTICE SYSTEMS is authorized by Oracle to sublicense these Runtime Programs to Customer and Customer agrees to the following sublicensing terms and conditions for all Runtime Programs that are sublicensed by JUSTICE SYSTEMS to Customer: • Customer is restricted to using only the object code of the Runtime Programs. • The Runtime Programs will be shipped with JUSTICE SYSTEMS Application Program. • JUSTICE SYSTEMS will install the Runtime Programs per Section VII, Software Installation of the Software License Agreement between JUSTICE SYSTEMS and Customer. • Each copy of the Runtime Programs shall be for the Customer's own internal use in the United States and Puerto Rico. Revised 10/18/96 • The Customer shall not transfer any Runtime Programs except for a temporary transfer in the event of computer malfunction. • The Customer shall not assign, timeshare and rent any of the Runtime Programs. • Oracle shall retain all title, copyright, and other proprietary rights in the Runtime Programs and any modifications or translations thereof. The Customer does not acquire any rights in the Runtime Programs other than those specified in this Addendum. • Customer shall not reverse engineer, disassemble or decompile any Runtime programs and shall not duplicate any Runtime Programs except for a single backup or archival copy. • Customer shall not hold Oracle or JUSTICE SYSTEMS liable for any damages, whether direct, indirect or consequential, arising from the use of the Runtime Programs. • Customer shall, at the termination of the sublicense, discontinue use and destroy or return to JUSTICE SYSTEMS all copies of the Runtime Programs and Documentation. • Customer shall not publish any results of benchmark tests run on the Runtime Programs. • Customer shall comply fully with all relevant export laws and regulations of the United States to assure that neither the Runtime Programs, nor any direct product thereof, are exported, directly or indirectly, in violation of United States law. • To the extent permitted by law, Oracle is a third party beneficiary of this Agreement. • JUSTICE SYSTEMS does not provide any warranty for the Runtime Programs that is in addition to the warranty provided by Oracle. Products Applicable to this Addendum: Total Item Runtime Price/Runtime Runtime License # Program Description Qty License Charge 1 Oracle Workgroup Server Relational Database System 3 INC INC TOTAL RUNTIME LICENSE CHARGE $ INC ® Justice Syste Name Name Title Title Date Date Revised 10/18/96 SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT To receive software maintenance and support for a licensed JUSTICE SYSTEMS, INC. program, customer must use a currently supported version of the licensed program. It may be necessary to install the latest software Maintenance Agreement No. OR-0397-00017 releases for the licensed program and it may be necessary to update relating to Software License Agreement No. _ customer's computer hardware, operating systems and/or other OR-0497-00017 software to achieve compatibility with the currently supported version of the licensed program. Customer Name: City of Tigard Municipal Court If customer is not using a currently supported version of the licensed program, justice Systems may suspend provision of Customer Address: software maintenance and support for the licensed program until 13125 S. W. Hall Blvd. customer cures this condition without refunding the software maintenance and support fee. Customer Telephone: (503) 639-4171 Ex. 380 If software maintenance and support has been terminated or has lapsed, customer may reinstate its subscription to software 1. DEFINITIONS maintenance and support on payment of the annual software maintenance and support fee in effect at the time. On "Version" shall mean a licensed software program that justice reinstatement of software maintenance and support, customer will Systems licenses separately. be upgraded to the current version of the licensed program. "Software Releases" shall mean a subsequent release of a justice Any installation required for an upgrade to a currently supported Systems licensed program which is generally made available for version of a licensed program, when performed by justice Systems, supported licensed programs at no additional charge other than will be charged to customer at justice Systems then current hourly media and handling charges. Software releases shall not include rates plus reimbursement for any out-of-pocket costs or expenses any version, option or future product which justice Systems licenses incurred by justice Systems. Such installation charges shall be in separately. addition to other fees or charges that may be due. It. TERM V. EXCEPTIONS TO THE SERVICE PROVIDED The term of this agreement shall commence one year from the date Customer agrees that in no event shall this agreement cover any of installation and shall continue for one year, after which it may be damage to the software covered herein resulting from fire, smoke terminated by either party on having provided thirty (30) days damage, water damage, vandalism, theft, misuse, accidents, abuse, prior written notice to the other party. Renewal of the maintenance or any acts of war, any acts of God, including interference to the agreement shall be automatic unless written notice of cancellation software relevant to the customer's place of business. is received by justice Systems thirty (30) days prior to expiration. Corrections for difficulties or defects traceable to customer error or III. COVERAGE systems changes, either hardware or software changes, and not instituted by justice Systems, will be billed at justice Systems time The software covered is that software designated in the Software and materials rates in effect at the time work is completed, plus Maintenance and Support Supplement attached and as updated travel and expenses. with improvements or modifications furnished customer under justice Systems software warranty or under this agreement. During Other changes or enhancements requested specifically by the the term of this agreement, justice Systems will supply customer customer or which are peculiar to the customer will be billed at with software releases that will be distributed to the Customer on a justice Systems time and material rates in effect at the time work is periodic basis . Also, during the term of this agreement, justice completed, plus travel and expenses. Systems will correct or replace software and/or provide services necessary to remedy any programming error which is attributed to All changes and modifications shall be requested in writing by justice Systems and which significantly affects use of the software. customer to justice Systems prior to such enhancements or changes Such correction, replacement or services will be promptly being made. accomplished after the customer has identified and notified justice Systems of any such error in accordance with justice Systems VI. FEES reporting procedure. The maintenance and support fee shall be $ 2,160.00 annually. Maintenance and support services shall be provided during normal business hours, 8:00 a.m. to 5:00 p.m., M.S.T., Monday through VII. PAYMENTS Friday without charge to the Customer other than set forth in this agreement. For programsupport services, customer will make In the event any charges are incurred pursuant to this agreement initial contact with justice Systems via their 1-800 telephone and are for services rendered outside the terms of this agreement, support number. customer agrees to pay costs within thirty (30) days from date of billing. All such payments not made within the thirty (30) day IV. Versions Supported period shall bear interest at the rate of 11/2 percent per month until paid. Justice Systems current policy is to support the most recently released version of the licensed program and the next prior version, VIII. CUSTOMER RESPONSIBILITY and to cease maintenance of earlier versions. However, Justice Systems reserves the right to change this policy and reserves the Customer agrees to provide justice Systems with back-up copies as right to discontinue support of any licensed programs or versions of requested and with sufficient support and test time on customer's licensed programs. Re,'iscd IIUI8196 computer system to duplicate the problem, certify that the problem customer and justice Systems. Variance from the terms and is indeed with the justice Systems licensed software, and to certify conditions of this agreement except in writing and signed by those that the problem has indeed been fixed. persons authorized to sign for the customer and justice Systems will be of no effect. Customer shall provide justice Systems with access at the site to its computer hardware, system software, the licensed program and If any provision or provisions of this agreement shall be held to be customer data files with sufficient work space required to perform invalid, illegal or unenforceable, the validity, legality and the software support services. Customer shall also provide enforceability of the remaining provisions shall not in any way be sufficient electrical current, telephone and power outlets for justice affected or impaired thereby. No action regardless of form arising Systems use in performing software maintenance and support. out of this agreement may be brought by either party more than two years after the cause of action has arisen or in the case of non- IX. WARRANTIES payment, more than two years from the date of last payment. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, JUSTICE If there is any default or breach of the terms and conditions of this SYSTEMS, INC. HEREBY EXCLUDES ALL WARRANTIES ON ALL contract by the customer, customer agrees to pay all of justice SERVICES INCLUDED IN THIS MAINTENANCE AGREEMENT AND Systems reasonable legal fees incurred as a result of the breach or THE CUSTOMER HEREBY AGREES THAT SAID AGREEMENT IS default. ENTERED INTO AND SAID SERVICES ARE PURCHASED AS IS AND REALIZES THAT NO IMPLIED WARRANTIES OF This agreement will be governed by the laws of the State of New MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE ARE Mexico. MADE. ALL PARTIES SPECIFICALLY UNDERSTAND AND AGREE THAT IF X. Remote Support THERE ARE TERMS AND CONDITIONS IN THIS AGREEMENT THAT ARE DIFFERENT FROM, OR INCONSISTENT WITH, THE Customer agrees to install and maintain for the duration of this TERMS AND CONDITIONS OF THE SOFTWARE LICENSE agreement a modem, an associated dial up telephone line and AGREEMEI,EXECUTED BY THE LOW SIGNED PARTIES ON remote diagnostics software that is compatible with justice Systems THE -DAY OF Q JL(if~ 1991 AND remote diagnostics system. Customer will pay for installation, AS SUBSEQUENTLY AMENDED, THEN, AND IN THAT EVENT, maintenance and use of said items . Justice Systems shall use these THE TERMS, CONDITIONS AND PROVISION OF THE SOFTWARE items in connection with error correction. Such access by justice LICENSE AGREEMENT SHALL GOVERN AND ANY TERM IN THIS Systems shall be subject to prior approval of customer in each case AGREEMENT INCONSISTENT WITH THE SOFTWARE LICENSE and such access shall be solely for the purpose authorized by AGREEMENT SHALL BE NULL AND VOID. customer in the individual case. XL TRAVEL EXPENSES Customer shall reimburse justice Systems for any out-of-pocket X expenses incurred at the customer's request, including but not Authorized vS~iig~natturey~~ limited to; travel and from the customer site, lodging, meals, telephone e and shipping as may be necessary in connection with services not covered under this software maintenance agreement. Title ~j XII. PROPRIETARY RIGHTS Date Any changes, additions and enhancements in the form of new or partial programs for documentation as may be provided under this agreement shall remain the proprietary property of justice Systems XIII. TERMINATION Justice tems In the event of termination of the Software License Agreement, Authorized Signa`tu specified above, through default by customer, all maintenance fees -%iwtf or charges payable for the entire term of this agreement shall without notice or demand by justice Systems immediately becomes Title due and payable and justice Systems obligations under this software / - maintenance agreement shall immediately end. Justice Systems 1-7 may terminate this agreement in the event of default by customer. Date Default by the customer includes customer's failure to pay the monthly maintenance and support fee within thirty (30) days notice that the same is thirty (30) days or more delinquent. XIV. GENERAL This agreement is not assignable without prior written consent of Justice Systems. Any attempt by customer to assign any of the rights, duties and obligations of this agreement without such consent is void. This agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Rc,ised 10/19/96 JUSTICE SYSTEMS, INC. Software Support Supplement i Agreement Number OR-0397-00017 Supplement Number 1 Products Applicable to this Agreement: Item Style Description Qty Annual Extended Number Charge/ Annual Unit Charge 1 FullCourtTM FullCourtTM Case Mgt. System 3 $720. $2,160. (includes: Oracle Workgroup Server Run Time) i ~I Total Amount $2.160. i Customer Signature: Revised 10/18/96