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Home My WebLink AboutAddendum - 1Salient Commercial Solutions Confidential & Proprietary Page 1 of 2 Voyager Software License and Subscription Agreement 1. Parties: Salient Commercial Solutions City of Renton 4000 Legato Rd 1055 South Grady Way Suite 600 Renton, WA 98057 Fairfax, VA 22033-2893 Attn: Debbie Scott Phone 425-430-6939 877-857-1100 2. Effective Date of Agreement:Date: 03/08/2021 3. Term. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”). This Agreement shall automatically renew for additional one (1) year periods, (each, a “Renewal Term”) unless otherwise terminated in accordance with Section 8 of this Agreement. The Initial Term and Renewal Term shall collectively be referred to as the “Term”. 5. Entire Agreement. This Agreement constitutes the sole, complete and final agreement between the Parties, and supersedes any prior or contemporaneous communications or agreements (whether written or oral) between the Parties regarding the subject matter hereof. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. Voyager: Client: Signed By: _______________________________ Signed By: _____________________________ Print Name: Martin Gillespie Print Name: ___________________________ Title: Title: Date: Date: 4. Fees (in US Dollars): Price Per Unit Quantity Set-Up Fees Device Set-Up Fee: Normally $50.00, waived $0.00 4 Software Subscription Annual Fees Voyager Query. $159.00 4 TOTAL: $636.00 Annually Deputy Chief Administrative Officer DocuSign Envelope ID: 2023CD9F-BCE3-4F9E-8D58-4133D4A6D858 Vice President, Product Dev. 10/5/2021 | 1:31 PM PDT 10/5/2021 | 2:51 PM PDT Kristi Rowland CAG-21-228, Adden #1-21 Salient Commercial Solutions Confidential & Proprietary Page 2 of 2 GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. The definitions set forth below and elsewhere in the Agreement shall apply to both their singular and plural form, as the context may require; (a) “Device” means Client’s equipment providing access to the Services, (b) “Services” means the activities performed by Voyager under this Agreement, including, without limitation, the processing of transactions, (c) “Licensed Software” means, collectively, the client software and the server software, and any subsequent improvements, updates, modifications or additions thereof, when, and if made available by Voyager. 2. LICENSE (a) License Grant. Subject to the terms of this Agreement and the payment of applicable fees identified herein, Voyager hereby grants to Client a non-exclusive, non-transferable (without right to sublicense) license to access and use the Licensed Software solely for Client’s internal use; (b) Restrictions. Title to and ownership of the Licensed Software, as well as all maintenance documentation and user documentation, and all intellectual property rights in and to the Licensed Software and documentation shall at all times remain with Voyager. This Agreement shall be not construed to grant to Client any right, title, or interest in any intellectual property rights embodied in or associated with the Licensed Software, or any right to copy, modify or lease the Licensed Software. Except as permitted under applicable law, under no circumstances shall Client, nor shall Client permit any third party to, reverse assemble, reverse compile, reverse translate or otherwise reverse engineer the Licensed Software or otherwise attempt to learn or derive the source code, structure, algorithms or ideas underlying the Licensed Software. 3. PAYMENT OF FEES. Device set-up fees, if applicable, and Software License Fees are due upon execution of this Agreement. Annual Software Maintenance Fees are due on an annual basis beginning 12-months from the Effective Date of this Agreement. Voyager reserves the right to suspend providing the Services, in addition to any of its other rights and remedies hereunder, if Client does not make payments when due. The Fees do not include applicable taxes, and Client shall have sole responsibility for the payment of all taxes and duties imposed by all governmental entities, except taxes based on the income of Voyager. 4. CLIENT RESPONSIBILITIES. In addition to the other duties set forth in this Agreement, Client acknowledges and agrees that the Licensed Software requires several other components to be functional and that Client is responsible for providing all other components to make the Licensed Software functional, to the extent desired by Client, including but not limited to, the proper Device, adequate access to the internet or other online requirements for the intended use and, at all times during the Term, Client shall be and remain eligible to use the law enforcement data and other data provided by the applicable government agencies. 5. NO WARRANTY. THE LICENSED SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. CLIENT EXPRESSLY ACKNOWLEDGES THAT VOYAGERS’ ABILITY TO PROVIDE THE SERVICES IS DEPENDENT ON THE AVAILABILITY OF THE WIRELESS SERVICES OF CLIENT’S DEVICE SERVICE PROVIDER AND THAT VOYAGER HAS NO CONTROL OVER OR RESPONSIBILITY FOR SUCH WIRELESS SERVICES. VOYAGER AND ITS LICENSORS DO NOT WARRANT THE SECURITY, PRIVACY, OR ACCURACY OF ANY DATA PROVIDED VIA THE SERVICES, AND CLIENT AGREES THAT THE USE OF ANY SUCH DATA BY CLIENT IS AT CLIENT’S SOLE RISK. 6. ACKNOWLEDGEMENT. Client acknowledges and agrees that the Services are a method of providing access to certain data for the Client, and that such access is dependent on third party services, such as database providers and wireless carriers, and that Voyager cannot and does not guaranty that such access will always be available to Client. 7. SOFTWARE MAINTENANCE: Voyager will make available to Client from time to time various updates to the Licensed Software as such updates are made generally available to Voyagers other customers. Client will be entitled to receive such updates by paying Voyager the applicable Annual Software Maintenance Fees, as stated herein. Once the Client stops paying the applicable maintenance fees, it shall have no right to receive further updates. Such updates to the Licensed Software may include bug fixes, minor feature/performance upgrades and/or revised documentation (the “Updates”). Voyager reserves the option to require the payment of an additional commercially reasonable fee if new features which significantly improve the performance are provided with the Updates. The initial Annual Software Maintenance Fee covers the 12-month period beginning one year from the Effective Date of this Agreement (“Initial Maintenance Term”). At the conclusion of the Initial Maintenance Term, unless Voyager has provided notice of discontinuation, Client may continue to receive Updates from Voyager as set forth herein by paying the then current maintenance fee. Voyager however, may at any time elect to discontinue providing Updates effective upon expiration of the applicable maintenance term by providing written notice to Client. 8. TERMINATION. Either party may terminate this Agreement, with or without cause, upon thirty days (30) written notice to the other party. Client shall indemnify and hold Voyager harmless for any costs incurred relating to such termination, including but not limited to third party provider charges and any termination fees listed herein. Upon any termination or expiration of this Agreement, all licenses granted hereunder shall cease, and Client shall promptly return or destroy any copies of the Licensed Software, related documentation, or other confidential information of Voyager in Client’s possession. 9. MISCELLANEOUS PROVISIONS. (a) Assignment. Client may not assign this Agreement or delegate any or all of its obligations hereunder to any third party without the prior written consent of Voyager; (b) Non-Exclusivity. Neither party is precluded from continuing its contractual commitments, or pursuing ongoing operational or marketing activities in connection with the sale or distribution of its products or services; (c) Force Majeure. Except for the obligation to pay money, non-performance by either party shall be excused solely to the extent that performance is rendered impossible by strike, fire, flood, earthquake, electric or other power outages, governmental act or orders or restrictions, failure of suppliers, or any other reasons where failure to perform is beyond the control and not caused by the negligence or default of the non-performing party; (d) Severability. If any term of this Agreement is held to be unenforceable by a court of competent jurisdiction, then such court may substitute the unenforceable term with an enforceable provision which most nearly effects the Parties’ intent in entering into this Agreement as reflected in the unenforceable provision. If the foregoing is not possible under applicable law, then the unenforceable provision shall be deleted and the validity or enforceability of the remainder of this Agreement shall not be affected; (e) Each party agrees that the delivery of this Agreement by facsimile shall have the same force and effect as delivery of original signatures and that each party may use facsimile signatures and photocopies of signatures as evidence of the execution and delivery of this Agreement by each party to the same extent that an original signature could be used. DocuSign Envelope ID: 2023CD9F-BCE3-4F9E-8D58-4133D4A6D858 Page 1 of 1 Billing Number: 000006 Invoice Number: INV-0000340532 Invoice Date:04/05/2021 Bill To:Remit To: CITY OF RENTON ATTN: DEBBIE SCOTT 1055 SOUTH GRADY WAY RENTON, WA 98057 Advanced Technology Systems Dept 40265 PO Box 740209 Atlanta, GA 30374-0209 Customer Number:ATREN001 Project Number:AT2000.2302 Project Name:City of Renton Project Manager:Gillespie, Martin L. Terms:NE 15 Billing Period From: 03/09/2021 Due Date:04/20/2021 To: 03/08/2022 Current Amount QUERY Maint. Fee $636.00 Voyager FFP $636.00 Invoice Total $636.00 Thank you for your business! Billing Department (703)891-8200 Billing@Salientcrgt.com __________________________________________ DocuSign Envelope ID: 2023CD9F-BCE3-4F9E-8D58-4133D4A6D858