\J'l Exhibit A Effective Date: July I, 2008 CITY OF PHILADELPHIA PRELIMINARY ARRAIGNMENT SYSTEM (PARS) LICENSE AGREEMENT This End User License Agreement (EULA) is by and betWeen the City of Philadelphia (Licensor) and the Department of Homeland Security/Immigration and Custom Enforcement, (Licensee) and is effective as of the date written in above (?Effective Date?) (Licensor and Licensee being collectively referred to as ?the Parties?). WHEREAS, Licensor has developed and owns a computer program that automates the processing of arrests, called Preliminary Arraignment System, as well as supporting materials including manuals, speci?cations and other documentation, collectively referred to as WHEREAS, PARS is proprietary to Licensor and is protected by United States and international copyright law and other intellectual property laws; WHEREAS, Licensee desires to obtain a license to use PARS, and Licensor is willing to grant a license on the terms set forth herein; NOW THEREFORE, the Parties agree as follows: 1. License. In consideration of the payment of the License Fees set forth in Exhibit A, Licensor grants to Licensee a nonexclusive license to use the PARS object code and other materials identi?ed in Exhibit A (Licensed Materials), subject to the following terms and I 99ndit_ions.- .The licenssaraatad hereunder is as! Haasfsrablsandnqa sublicensable. 2. Scope of Rights. This EULA grants to Licensee the right to: Load, store and execute the PARS object code on the computer(s) identi?ed in Exhibit A (Licensed Computers); Use the PARS documentation and manuals identified as part of the Licensed Materials in Exhibit A, including making copies of the PARS documentation and manuals as needed for Licensee to train its personnel to use PARS and to permit its personnel to use PARS. 3. Fees and Payments. Licensee shall pay the Initial License Fee identified in Exhibit A to Licensor upon execution of this EULA and prior to delivery of PARS. Payment shall be in the form of a check to CITY OF PHILADELPHIA. 4. Licensor Support. Licensor agrees to provide reasonable software training, support and maintenance for PARS, as speci?ed in Exhibit A (Support). Page 1 of5 5. Licensee Responsibilities. Licensee shall: Provide, and be responsible for the maintenance of, the computer(s) speci?ed in Exhibit A (Licensed Computers), including providing a proper environment and proper utilities for the Licensed Computers on which PARS will Operate; Maintain the Licensed Computers in a secure and locked location, which shall be accessible only to Licensee?s of?cial, and duly sworn, personnel having a need to access the same for maintenance or of?cial business/law enforcement purposes; Access and/or disclose PARS information only when required by of?cial duties; Prevent the unauthorized dissemination of victim and witness information; Designate quali?ed PARS operators for training by Licensor in accordance with Licensor?s training obligations set' forth in Exhibit A (Support); Authorize Licensor, upon request; be given access to the Licensed Computers. 6. Proprietary Protection and Restrictions. This EULA grants only limited rights to Licensee to use PARS. PARS is being licensed, not sold, to Licensee, and this EULA does not sell or transfer to Licensee any right, title or interest in PARS or any intellectual property rights (including copyright rights) in or pertaining thereto, other than those rights expressly granted herein. - Licensee agrees not to: copy, modify, or distribute PARS, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized herein; or (ii) reverse assemble, reverse compile, or otherwise translate the PARS object code. Licensee agrees not install the PARS object code in any computers, other than those Speci?ed in Exhibit A (Licensed Computers), without Licensor's written authorization; provided that Licensee may transfer the PARS object code to another computer, temporarily, for its use in accordance with this EULA, if any of the computer systems a - Licensee acknowledges that violation of any of the forgoing provisions constitutes breach of this EULA and is cause for immediate termination. Licensee also acknowledges that, in the event of breach of any of the foregoing provisions, Licensor has no adequate remedy in money or damages, and that Licensor shall be entitled to injunctive relief upon request. 7. Limited Warranty and Limitation of Liability. Licensor warrants, for Licensee?s bene?t alone, that PARS conforms in all material respects to PARS speci?cations set forth at Exhibit A. This warranty is expressly conditioned on Licensee?s observance of the operating, security, and data-control procedures set forth herein and provided by Licensor elsewhere, including in the PARS supporting documentation. Nothing in this EULA constitutes a warranty or representation by Licensor that any activity of Licensee authorized hereunder is or will be free from infringement of third pa1ty patents. In the event of any material defect in PARS for which Licensor is responsible, Licensor agrees to attempt, through reasonable effort, to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. In the event Licensor is unable to correct or cure such defect a?er it has had a reasonable opportunity to do so, Licensee?s exclusive remedy shall be a re?Jnd of the License Fee, pro?rated over the period of any inoperability of PARS due to the defect. However, if Licensee has made any changes whatsoever to PARS, if PARS has been misused or damaged by Licensee, or if Licensee Page 2 of 5 does not timely report any known defect to Licensor, Licensor?s obligations to correct or cure PARS shall extinguish, and Licensee shall have no remedy or recourse. EXCEPT AS EXPRESSLY SET FORTH IN THIS EULA, LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO PARS, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, AND ANY CLAIMS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ALLEGED TO HAVE OCCURED FROM THE USE OR ANY ALLEGED FAILURE OF PARS. 8. Term of Agreement; Termination. This EULA is effective as of the Effective Date and shall continue for a period of 365 days there from, unless sooner terminated as provided herein. The license granted hereunder is renewable for one year terms at the then prevailing License Fee for renewals. The License Fee for the ?rst year renewal is set forth in Exhibit A (First Year License Renewal Fee). License renewal is conditioned upon full payment of the yearly license fee and must occur before the termination date. Upon termination of this EULA, and unless renewed, all rights granted hereunder will terminate and revert to Licensor. upon termination, Licensee shall return or destroy, as requested by Licensor, all Licensed Materials, including all copies of the PARS object code and other PARS materials in its possession, custody or control. Licensor may request that the Licensee certify its compliance with this provision. 9. Miscellaneous. Licensee acknowledges that Licensee?s access and usage of PARS may be monitored by Licensor for security purposes. Each user will be assigned a unique user ID for security purposes. The IDs will be administered through the Philadelphia Police Department?s Records and Identification division. - -- . -- - ?An-y modi?cation of-thisuEULA- mustbeinwriting. and signed by anauthorized. - - - . representative of each Party. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. This EULA represents the complete and exclusive agreement between the Parties regarding licensing and use of PARS and supersedes any other proposal, representation, or other communication by or on behalf of Licensor relating thereto. Page 3 of CITY OF PHILADELPHIA APPROVED FOR JUDICIAL DISTRICT ?adv/W David Lawrence WUate? Court AdministratorY APPROVED FOR THE PHILADELPHIA POLICE DEPARTIVIEN ave-?05? Date Depu Comissioner Organizational and Support Services Philadelphia Police Department APPROVED FOR THE PHILADELPHIA DISTRICT ATTORNEY WGMM A g: Delaney ?ate puty District Attorney Initial and annual payments are addressed to: Kevin Cross Deputy Court Administrator, Financial Services First Judicial District City Hall Room 395 Philadelphia, PA 19107 (215) 683-6988, Kevin.Cross@courts.philagov Department of Homeland Security Immigratio Thom; Field Of?cer Director Page 4 of 5 stem Enforcement 43-1! EXHIBIT A Licensed Materials: . 0 PARS Version 5 .28 a User Manual Licensed Computer: Model: Serial Number: Initial License Fee: $13,065 Yearly License Renewal Fee: 5,565 Support Software training, support and maintenance for PARS provided by Licensor includes: Initial training A 24 hour call-in help line Orr-site troubleshooting Updates Page 5 of 5