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HomeMy WebLinkAbout23-0701 Frontline Public Safety SolutionsLICENSE PURCHASE AGREEMENT THIS LICENSE PURCHASE AGREEMENT ("Agreement") is made and entered into this day of July 2023, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter "City" or "Licensee"), and Frontline Public Safety Solutions, LLC, an Illinois limited liability company (hereinafter "Licensor"). Collectively, the City and the Licensor shall be hereinafter referred to as the "Parties," or individually as a "Party." NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the Parties hereto hereby agree as follows: 1. PURCHASE. The City shall purchase, and the Licensor agrees to sell to the City a non- exclusive, non-transferrable, non-sublicensable right for the City to access and use the Licensor's Professional Standards Tracker, Licensor's Public Facing Portal, and Licensor's Training Tracker (collectively, the "Licensor Programs") for the purposes of tracking use of force, training, and other metrics relevant to police officer performance. The City is purchasing the right to use Licensor Programs pursuant to the terms and conditions described in the two -page Licensor- "Frontline Software Agreement, which is attached hereto and made a part of this Agreement as Attachment A, as well as the price, terms and conditions described in the two -page Licensor "Quote Request" (Quote ID: FL62823-6), which is attached hereto and made a part of this Agreement as Attachment B. 2. CONFLICT. In the event of any conflict between the terms and provisions of this Agreement and Attachment A hereto, the terms and provisions of this Agreement shall control. 3. PAYMENT. The City shall pay the Licensor an annual lump sum of Seventeen Thousand Dollars ($17,000.00) ("Fee") within thirty (30) days of the Licensor providing the Licensor Programs to the City or the City's receipt of an invoice from the Licensor, whichever is later. The City is exempt from paying any applicable taxes by virtue of its status as a home -rule unit of local government. The Licensor may adjust the Fee for the Licensor Programs on an annual basis upon providing forty-five ("45") days prior written notice of the proposed fee increase to the City, and receiving the City's express written approval of the proposed Fee increase. 4. TERMINATION. Notwithstanding any other provision hereof, the City may terminate this Agreement for any reason upon providing thirty("30") days prior written notice of termination to the Licensor. In the event this Agreement is so terminated, the Licensor shall be paid for services actually performed prior to termination. If the City breaches a material term or condition of this Agreement, and the City fails to cure the breach within 14 business days of receiving written notice from the Licensor, Licensor may then terminate this Agreement. If either Party terminates this Agreement, the Licensor shall export the City's data and provide this data in an XML format to the City, at no cost to the City. 5. TERM. The initial term of the Agreement is for one ("1 ") year after both Parties execute the Agreement in writing_ Thereafter, the Parties may agree in writing to extend the Agreement, in whole or in part, on an annual basis. 6. LAW/VENUE. This Agreement, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Illinois, including its statutes of limitations. The Parties agree that the sole and exclusive jurisdiction and venue for any lawsuit related to or arising under this Agreement shall be in the Circuit Court of Kane County, Illinois. Licensor waives any objection to jurisdiction and venue which Licensor otherwise may have to this venue for any such lawsuit. The Licensor further agrees that service by first class U.S. mail to 55 W 22nd Street, STE 300, Lombard, IL 60148 shall constitute effective service. Both Parties hereto waive any rights to a jury. 7. NO MODIFICATION. This Agreement may only be altered or modified by a written instrument signed by both Parties with the same formalities as the original Agreement. 8. MERGER. This Agreement embodies the whole agreement of the Parties. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the Parties hereto. 9. INTEREST. Licensor hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as now or hereinafter amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as now or hereinafter amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 10. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 11. EXECUTION. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this Agreement, any signed copy of this agreement transmitted by fax, e-mail or other electronic means shall be treated in all manner and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine, or e-mail, or other electronic means shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed, e-mailed or other electronically transmitted copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any electronically transmitted correct copy of this Agreement shall be re - executed by the Parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any consequential, indirect, punitive or incidental damages for any reason whatsoever. 2 13. INDEMNIFICATION. To the fullest extent permitted by law, Licensor agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards, commissions, agents and volunteers from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Licensor or Licensor's officers, employees, agents or subcontractors in the performance of this Agreement, including but not Iimited to, all services delivered or work performed hereunder. In the event of any action against the City, its officers, employees, boards, commissions, agents and volunteers covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the Parties hereto. 15. NO SPECIAL OR OTHER DUTY. Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that no third -party beneficiaries are intended or created by the provisions of this Agreement. 16. WAIVER. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the Licensor arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time -barred. 18. ENTIRE AGREEMENT. This Agreement is the only agreement between the Parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the Parties hereto regarding the subject matter hereof. 19. INTELLECTUAL PROPERTY. The City acknowledges and agrees that Licensor, its licensor, and its service providers are the owners of all rights, title, and interest in and to all Licensor Programs. The Licensor Programs may be used by the City only in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing or any other provision in this Agreement, the Licensor acknowledges and agrees that the City owns all rights, title, and interest in and to any and all data, information, content, material, or works of authorship that the City makes available to the Licensor, or that the City or its third party users submit or enter into the Licensor's programs. 20. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of this Agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the Agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. 21. NOTICES. A. As to the CITY: Ana Lalley Chief of Police City of Elgin 151 Douglas Avenue Elgin, Illinois 60120-5555 With a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the LICENSOR: Frontline Public Safety Solutions, LLC. 55 W 22nd Street, STE 300 Lombard, IL 60148 FRONTLINE PUBLIC SAFETY SOLUTIONS, LLC n Legal DepAAgreementTrontline Public Safety Solutions Agr-License to Software-7-28-23.docx DocuSign Envelope ID: 6B3AC7D2-BB51-4AC2-A74C-F213556B9C9D ATTACHMENT A FRONTLINE' f11J131JC: W F IJY A._UTION`> c r FRONTLINE SOFTWARE AGREEMENT This Frontline Program Agreement ("Agreement") is by and between entity described below ("Customer"), and Frontline Public Safety Solutions, LLC, an Illinois limited liability company ("FrontLine") (each a "Party"; and collectively, the "Parties"). ACCESS AND USE. Subject to and conditioned on Customer's payment of Fees (as defined below) and compliance with all other terms and conditions of this Agreement, FrontLine hereby grants to Customer a limited non-exclusive, non -transferable, non-sublicensable right to access and use the web -based public safety data management portal and other Program provided by Frontline ("Portal") during the term of this Agreement. FEES AND PAYMENT TERMS. Customer agrees to pay to FrontLine fees in the amounts and on the terms described in the invoices issued by FrontLine ("Fees"). FrontLine may adjust the Fees on an annual basis, by thirty (30) days' prior written notice. Unless otherwise agreed by the Parties in writing, all Fees are due and payable within thirty (30) days of the date of invoice. FrontLine has the right to suspend Customer's access to the Portal should Customer default in the payment of Fees, or any part thereof. If Customer does terminate FrontLine will export their data at no cost in an XML file. Customer will receive an invoice 45 days prior to when the annual contract expires. If the Customer wants to terminate the annual renewal an email would need to be sent to FrontLine anytime during that 45 days notice. CUSTOMER CONTENT; CUSTOMER REPRESENTATIONS AND WARRANTIES. Customer owns all right, title and interest in and to any and all data, information, content, material or works of authorship that Customer makes available to FrontLine or that Customer or its third party users submit or enter into the Portal is collectively "Customer Content". FrontLine covenants to comply with its Privacy Policy at https://www.frontlinepss.com/privacy-policy, incorporated herein by reference. USE RESTRICTIONS. The Portal, together with all enhancements, modifications, edits, additions, adaptions or derivative works of Customer Content made by FrontLine or the Portal in accordance with the license granted to it in Paragraph 2 or by Customer via Customer's use of the Portal are collectively "FrontLine Property". Customer will not use FrontLine Property for any purposes beyond the scope of the access to the Portal granted in this Agreement. The number of users will be determined and limited as set forth in the Customer's invoice. Customer will continue to have access to the Portal until the Frontline removes authorization. Customer is responsible for updating the Portal on any changes to authorized users in the event of employee termination. 630.613.9763 1 www.frontlinepss.com I info@frontlinepss.com DocuSign Envelope ID: 663AC7D2-BB51-4AC2-A74C-F213556B9C9D 2 FRONTLINE 11UP)1.1C SA FFTY `)0L(Ti ►carp INTELLECTUAL PROPERTY. Customer acknowledges and agrees that FrontLine and its licensors and service providers are the owners of all right, title and interest in and to all FrontLine Property. The FrontLine Property may be used only in accordance with the terms and conditions of this Agreement. CANCELLATION, TERM AND TERMINATION. This Agreement will remain in effect for so long as Customer accesses the Portal. FrontLine reserves the right to terminate or suspend access to the Portal without notice or liability if it has reason to believe that Customer is in breach of any term or condition of this Agreement or upon the termination or expiration of the duration of Portal access for which FrontLine has been paid. FRONTLINE WARRANTY. THE PORTAL IS PROVIDED TO CUSTOMER "AS IS_" FRONTLINE GIVES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE PORTAL OR ANY FRONTLINE PROPERTY. FRONTLINE HEREBY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FRONTLINE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. GOVERNING LAW. This Agreement is governed by and construed in accordance with the internal Laws of the State of Illinois. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts in DuPage County, Illinois, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement, togetherwith any other documents incorporated herein by reference and all agreements between the Parties regarding payment of Fees, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, with respect to such subject matter, and will bind and inure to the benefit of the Parties and their successors and assigns. Ben Laird Frontline Customer President Date 630.613.9763 1 www.frontlinepss.com I info@frontlinepss.com FRONTLINE Pl1W(. SAI I"f SOLU-110LIS Your Quote Request Quote Prepared For: Mike Martino Elgin Police Department 151 Douglas Ave Elgin, IL - 60120 United States Phone:847-289-2538 martino_m@cityofelgin.org Front Line Sales Representative ; Adara Spanninger Phone: 941-214-5821 asoa nninger(lfrontlineoss.com ATTACHMENT B Thank you for this opportunity! Below is the estimate you have requested. Please contact me with any further questions. 1 Year/s Professional Standards Tracker ( 176-200 user range) @15% discount if 3 products are bundled, Retail price is $8,000 if purchased as standalone product. 10% discount applied if 2 products are bundled. ($7,200) 15% discount applied if 3 products are bundled. ($6,800) 20% discount applied if 4 products are bundled. ($6,400) 25% discount applied if 5 products are bundled. ($6,000) 30% discount applied if 6 or more products are bundled. ($5,600) j Cloud -based software designed to easily manage your compliments and complaints j Collect all Compliment and Complaint forms in one database Track officer trends and identify training as needed j - Alert superiors when a report is filed j - Track Dispositions and Corrective Actions Provide detailed data for Annual Reports - Public Portal `option" to allow residents to submit reports online i - Use of Force Vehicle Pursuits Conduct/Wellness 1 Year — Single Agency Annual Renewal Training Tracker ( 176-200 user range) @15% discount if 3 products are bundled. Retail price is $8,000 if purchased as standalone product. 10% discount applied if 2 products are bundled. ($7,200) 151/6 discount applied if 3 products are bundled. ($6,800) 20% discount applied if 4 products are bundled. ($6,400) 25% discount applied if 5 products are bundled. ($6,000) 30% discount applied if 6 or more products are bundled. ($5,600) 1 Year/s i Cloud -based training program designed to organize your training needs including Manage Roster Manage Training Courses and Apply Mandates I - Create Course Events Invite Participants to Events i Manage Expenses and Schedules I - Reports: Expense, Mandates, Schedule 1 Year -Single Agency Annual Membership FTO Tracker - Daily Observation Reports (unlimited users) @15% discount if 3 products are ;purchased. I Retail price is $4,000 if purchased as standalone product 109/o discount applied if 2 products are bundled. ($3,600) 15% discount applied if 3 products are bundled. ($3,400) 20% discount applied if 4 products are bundled. ($3,200) 25% discount applied if 5 products are bundled. ($3,000) 30% discount applied if 6 or more products are bundled. ($2,800) Quote ID: FL62823-6 Date: 07-05-2023 $6,800.00 1 $6,800.00 I $6,800.00 $6,800.00 1 Year/s Cloud -based software designed to easily assess and track trainee DOR's Manage Trainee's and FTO access to DOR module Easily Track and Log Employee progress Pre -loaded San Jose 1-7 point system model Select scoring option of (1-3) through (1-7) point system Optional electronic signature verification- Optional supervisor approval signature- Customize your own Categories and Questions - N.O. (Not Observed) and N.R.T. (Not Responding to Training) built into scoring 1 Year— Single Agency Annual Renewal Make Checks Payable to: Frontline Public Safety Solutions 55 W. 22nd St., Suite 300 Lombard, IL 60148 $3,400.00 TOTAL $3,400.00 $17,000.00