HomeMy WebLinkAboutOPD&Oshkosh Relay MSA and Order Form 6-15-2020v1 RELAY ORDER FORM (ORDER REF. NO 1584451441.)
Agency:Oshkosh Police Department Contact: Chief Dean Smith
Address: 420 Jackson St, Oshkosh, WI 54901 Phone: (920) 236-5700
Effective Date: 6/15/2020 E-Mail: DSmith@ci.oshkosh.wi.us
Software Services and Fees:
Initial Term Software Services
Description
Initial Term Fees Renewal Term Fees
[12] Months, starting on
the Effective Date
Citizen App
Officer Dashboard
Agency Display
$7,500/year, payable on
the Effective Date
$7,500/year, payable on each
anniversary of the Effective Date
Renewal Term and Conditions:
-Automatic annual renewal after Initial Term unless notice of cancelation is provided.
-Cancel anytime by providing written notice 30 days before annual renewal date.
Annual Subscription Include:
-Access to the Responder portal for agency representatives to accept and respond back to citizens for their submitted
incidents
-Use of Broadcast to submit mass communication to Relay users within regions of their jurisdiction.
Professional Services Fee Include:
-Training and support for designation personnel
- The configuration of your jurisdiction coordinates
-Setup of agency representative profiles
Subscription Schedule
Year Subscription Amount Professional Services Fee
July 1,2020 - June 30, 2023 $7,500 waived
Total
DESCRIPTION TOTAL TERMS
Year 1 Total $7,500 Due at signing
Year 2 Total $7,500 Due July 1, 2021
Year 3 Total $7,500 Due July 1, 2022
[SIGNATURE PAGE FOLLOWS]
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RELAY ORDER FORM (ORDER REF. NO 1584451441.)
SIGNATURE PAGE
Agency Representative
Name: __________________________
Signature: __________________________
Date: __________________________
Relay Representative
Name: __________________________
Signature: __________________________
Date: __________________________
Mark A Rohloff, City Manager
Signature: __________________________
Pamela R Ubrig, City Clerk
Signature: __________________________
Lynn A Lorenson, City Attorney
Signature: __________________________
Russ VanGompel, City Comptroller
Signature: __________________________
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DJ Muller
RELAY MASTER SERVICES AGREEMENT
This RELAY MASTER SERVICES AGREEMENT is a master agreement and consists of the general terms
and conditions set forth herein,and the terms set forth in an applicable Order Form (defined below)or under
an applicable Statement of Work (defined below) (collectively, the “Agreement”).
Unless expressly set forth in an Order Form or Statement of Work,the terms and conditions set forth in this
RELAY MASTER SERVICES AGREEMENT shall control in the event of a conflict between the terms and
conditions herein, and any Order Form or Statement of Work.
In the event of conflict between the terms and conditions herein and The Wisconsin Open Records Law,the
Wisconsin Open Records Law takes precedence.
The Agreement is effective as of the date set forth on an applicable Order Form (“Effective Date”),by and
between Relay Software,Inc.(hereinafter,“Relay”),and the customer party as set forth on an applicable
Order Form (“Agency”).From time to time in the Agreement,Agency and Relay shall be referred to
collectively as, the “Parties” and each individually as, a “Party”.
SECTION 1. Definitions. Terms defined in this Section 1 and parenthetically defined elsewhere shall have
the same meaning throughout the Agreement.
a)“Benchmark Data”means statistical,system,usage,and configuration data regarding the Agency’s
compliance with the Agreement and Agency’s usage of the Software Services that:(i)does not specifically
identify Agency,or citizens;and,(ii)does not consist of any of Agency’s Confidential Information,
provided,however,that Agency shall not consider statistical,aggregate data part of its Confidential
Information.
b)“Citizen Content”means any logos,videos,multimedia,reports,information,files,documents,data or
other content that third-party individuals upload,transmit,or otherwise submit via the Relay mobile
application(s).
c)“Agency Content”means any logos,videos,multimedia,reports,information,files,documents,data or
other content that Agency, its employees, personnel, agents, or end users, share with Relay.
d)“Confidential Information”means any nonpublic information (written,oral or electronic)disclosed by one
Party to the other Party and shall be deemed to include the following information of the respective Parties,
without limitation:(i)the terms and conditions of the Agreement;(ii)customer lists,the names of customer
contacts,business plans,technical data,product ideas,personnel,contracts and financial information;(iii)
patents,trade secrets,techniques,processes,know-how,business methodologies,schematics,employee
suggestions,development tools and processes,computer printouts,computer programs,design drawings
and manuals,and improvements;(iv)information about costs,profits,markets and sales;(v)plans for
future development and new product concepts;(vi)all documents,books,papers,drawings,models
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sketches,and other data of any kind and description,including electronic data recorded or retrieved by
any means,that have been or will be disclosed,as well as written or oral instructions or comments;or (vii)
any data or information stored in the Software Services, including the Citizen Content.
e)“Order Form”means the order form document that is executed by both parties and is subject to,
governed by,and incorporates by reference,this RELAY MASTER SERVICES AGREEMENT,and sets
forth the Software Services and Professional Services Relay shall provide to Agency.
f)“Professional Services”means the professional services provided by Relay to Agency under a
Statement of Work or the Order Form that describes the professional services to be provided by Relay,
which may include,but is not limited to,any implementation,data conversion,set-up,consulting,training,
interface, and advisory services.
g)“Software Services”means the software services as set forth on the Order Form or a Statement of
Work,and provided by Relay,running on one or more computer servers maintained by Relay or a third
party on behalf of Relay, and made available to Agency over the Internet.
h) “Statement of Work” means a document executed by an authorized representative of each party
that sets forth the Professional Services, a sample of which is attached hereto as Exhibit A.
i)“Work Product”means all patentable subject matter,patent rights,copyrightable subject matter,
copyrights,trademarks,trade secrets,know-how,ideas,suggestions,discoveries,designs,processes,
computer products,software (both object code and source code),works of authorship,algorithms,
formulas,methods,programming,techniques,flowcharts,reports,and all other inventions or
developments created during the performance of the Agreement,including,without limitation,during the
performance of Professional Services.
SECTION 2. Software Services.
a)License Grant.Provided that Agency pays all the required fees under the Agreement and complies with
all other terms of the Agreement,Relay hereby grants to Agency a non-exclusive,terminable,
non-transferable right and license to access and use the Software Services pursuant to the Agreement,in
and under Relay’s intellectual property rights.Agency shall not use or otherwise access the Software
Services in a manner that exceeds Agency’s authorized use as set forth in the Agreement.
b)Restrictions.Agency shall not use the Software Services beyond the scope of the rights granted in the
Agreement.Agency shall be solely liable for its end users’access to the Software Services and any
misuse of the Software Services by such end users.Agency shall not directly or indirectly alter,modify,
adapt,translate,copy,distribute,reverse engineer,decompile,disassemble,or create any derivative
works of the Software Services.Agency shall not remove,modify or obscure any copyright,trademark or
other proprietary rights notices that are contained in the Software Services.
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SECTION 3. Agency’s Obligations.
a)Agency shall be responsible for obtaining and purchasing all equipment,Internet access services,
modifying its network, and doing all other things necessary in order to use the Software Services.
b)Agency will provide commercially reasonable cooperation with Relay to assist Relay in provision of the
Software Services.Relay shall authorize access to and assign unique passwords and user names to
Agency’s end users of the Software Services (“Agency Accounts”).Agency shall be responsible for any
activity occurring through the Agency Accounts, including unauthorized activity.
c)Agency shall use commercially reasonable efforts to prevent unauthorized access to or use of the
Software Services and shall immediately notify Relay in the event of any unauthorized access or use of
the Software Services and any loss or theft or unauthorized use of any of the Agency Accounts.
d)Agency shall comply with all applicable local,state,federal,and foreign laws,treaties,and regulations
applicable to Agency’s use of the Software Services,including without limitation those related to privacy,
electronic communications, and anti-spam legislation.
SECTION 5. Payment Terms.
a)Fees .Agency shall pay the fees as set forth on the Order Form,in order to obtain access to the
Software Services (the “Subscription Fee”)(collectively,the “Fee(s)”),which Fees are subject to change
as set forth in Section 5(d).Notwithstanding the foregoing,the parties may agree in writing to renew the
Agreement for longer periods at other mutually agreed upon rates.Agency shall pay the Fees for each
Renewal Term within ten (10) days after the start of such Renewal Term.
b)Payments for Professional Services .Unless set forth on an applicable Order Form or Statement of
Work,Relay will invoice Agency for Professional Services on a time and materials basis.Agency shall pay
undisputed invoices,or the undisputed portion of any disputed invoice,within thirty (30)days of the invoice
date.In order to dispute an invoice or an amount on an invoice,the Agency must provide written notice to
Relay of such dispute prior to the applicable due date for the payment of such fee and such dispute must
be reasonable and in good faith.On such invoices,Relay shall charge the Agency for reasonable travel,
lodging and meal expenses,and any other reasonable expenses incurred on behalf of the Agency in
rendering the Professional Services.
c)Taxes .Agency shall pay all taxes (including without limitation sales,use,property,excise,value added,
and gross receipts)levied on the Agreement,except taxes based on Relay’s income.Relay reserves the
right to suspend Agency’s access and/or use of the Software Services and to cease providing Professional
Services for any accounts for which any payment of fees is due and unpaid,provided,however,that Relay
provides Agency a delinquency notice of such nonpayment and at least thirty (30)days have passed since
the transmission of such delinquency notice without full payment of the unpaid fees by Agency.Agency
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also shall pay to Relay all reasonable expenses incurred by Relay in connection with exercising any of its
rights under the Agreement or applicable law with respect to the collection of any payments due Relay
(excluding with respect to amounts reasonably disputed by Agency in good faith),including reasonable
attorneys’ fees, court costs, and collection agency fees.
d) Fee Changes. Notwithstanding anything to the contrary, upon providing notice to Agency, Relay
shall be permitted to increase the Subscription Fees for each Renewal Term.
SECTION 6. Citizen Content.
a)Agency acknowledges and agrees that Relay is not and shall have no responsibility for the Citizen
Content.Agency is solely responsible for the use of the Software Services and for any Citizen Content.
Any use or reliance on any Citizen Content or materials posted or otherwise made available via the
Software Services or obtained by Agency through the Software Services is at Agency’s own risk.
b)Relay does not endorse,support,represent,verify,validate,authenticate,legitimize,or guarantee the
timeliness,completeness,truthfulness,accuracy,or reliability of any Citizen Content or communications
posted via the Software Services or endorse,admit,agrees,or attest to any statements,opinions,facts,
expressed via the Software Services.
c)Agency acknowledges and agrees that by using the Software Services,it may receive Citizen Content
that might be offensive,harmful,inaccurate or otherwise inappropriate,or in some cases,postings that
have been mislabeled or are otherwise deceptive.
d)All Citizen Content is the sole responsibility of the person who originated such Citizen Content.Relay
does NOT monitor or control the Citizen Content, and cannot take responsibility for such Citizen Content.
SECTION 7. Intellectual Property Rights.
a) Proprietary Rights . Agency acknowledges and agrees that Relay retains sole and exclusive
ownership of all right,title,and interest in and to the Software Services,including any modification,
improvement,enhancement,or configuration made to the Software Services,regardless of who
creates,suggests,and/or contributes in any such modification,improvement,enhancement,or
configuration.
b)Work Product Rights.Agency acknowledges and agrees that Relay owns all right (including all
copyrights,patent rights and other intellectual property rights),title and interest in any Work Product,as
created.Agency hereby irrevocably and unconditionally grants and assigns to Relay,in perpetuity,now
and in the future,all rights,title and interest whatsoever throughout the world in and to all Work Product
and all intellectual property rights embodied therein,practiced thereby or used therein.Subject to the
foregoing,Agency shall have a nonexclusive,nontransferable license to use the Work Product solely to
support its business operations and in connection with this Agreement.
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c)Agency Content.Agency acknowledges and agrees that in connection with this Agreement,Relay may
process and/or receive Agency Content.Agency shall own all title and intellectual property rights in and to
the Agency Content.Notwithstanding the foregoing,when Agency,its employees,personnel,agents,or
end users,upload,submit,or store Agency Content in connection with this Agreement,Agency grants
Relay a worldwide license to use,host,store,reproduce,modify,and create derivative works from the
Agency Content to perform its obligations under this Agreement.Relay is not responsible for any
electronic communications and/or Agency Content which are delayed,lost,altered,intercepted or stored
during the transmission of any data by means of third party networks (other than third parties providing
computing or storage services under the Agreement on behalf of Relay).Without limiting Agency’s rights
and remedies under the Agreement,Agency acknowledges that Agency Content and information
regarding Agency’s account will be processed by Relay and stored and processed using online hosting
services selected by Relay.Agency represents and warrants that it has all necessary rights in,and
obtained all necessary consents to,the Agency Content to grant Relay the rights granted under this
Agreement.Notwithstanding anything to the contrary in the Agreement,Agency authorizes and agrees
that Relay may collect Benchmark Data and such Benchmark Data shall be the property of Relay.Relay
shall have the right to retain, use, distribute, sell, and otherwise exploit such Benchmark Data.
e)Feedback .Relay encourages Agency to provide suggestions,proposals,ideas,recommendations or
other feedback regarding improvements to Relay’s services and related resources.Relay shall own all
rights,title and interest,including all intellectual property rights,in and to any improvements to the
Software Services or any new programs,upgrades,modifications or enhancements developed by Relay in
connection with rendering the Software Services to Agency,even when refinements and improvements
result from Agency’s feedback or request.To the extent,if any,that ownership in such refinements and
improvements does not automatically vest in Relay by virtue of the Agreement or otherwise,Agency
grants to Relay a
royalty-free,fully paid,sub-licensable,transferable,non-exclusive,irrevocable,perpetual,worldwide
right and license to make,use,sell,offer for sale,import and otherwise exploit feedback (including by
incorporation of such feedback into the Software Services) without restriction.
f)Agency Marks .Agency hereby authorizes Relay to identify Agency by name and on Relay’s website as
a licensed customer of Relay,without disclosing the existence of or any provisions of this Agreement.
Additionally,Agency hereby authorizes Relay to include Agency’s logo/branding (if any)on Relay’s web
site.Relay agrees not to use Agency’s name,marks,logo,branding,etc.in any public announcements,
press releases,written/published marketing collateral,etc.without Agency’s prior written approval,which
approval shall not be unreasonably withheld.
SECTION 8.Warranties.Relay represents,warrants and covenants that:(a)it has the full corporate right,
power and authority to enter into the Agreement;(b)the execution of the Agreement by and the performance
of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or by
which it is bound;(c)it shall use commercially reasonable efforts to prevent unauthorized access to,and
maintain and assure the strict confidentiality of,all Agency Content;(d)it shall provide the Professional
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Services in a good and workmanlike,professional manner.EXCEPT AS SPECIFICALLY SET FORTH IN
THIS SECTION 8,RELAY DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL OTHER
EXPRESS AND IMPLIED WARRANTIES,INCLUDING,BUT NOT LIMITED TO,WARRANTIES OF
MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,NON-INFRINGEMENT,AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING,USAGE,OR TRADE PRACTICE.AGENCY
ACKNOWLEDGES AND AGREES THAT THE SOFTWARE AND PROFESSIONAL SERVICES ARE
PROVIDED TO AGENCY ON AN “AS IS”AND “AS AVAILABLE”BASIS.RELAY MAKES NO WARRANTY
OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY OF THE
SOFTWARE AND PROFESSIONAL SERVICES,INCLUDING,BUT NOT LIMITED TO:(I)THE
COMPLETENESS,ACCURACY,AVAILABILITY,TIMELINESS,SECURITY OR RELIABILITY OF THE
SOFTWARE SERVICES OR ANY CONTENT AVAILABLE VIA THE SOFTWARE SERVICES;(II)ANY HARM
TO AGENCY’S COMPUTER SYSTEM,LOSS OF DATA,OR OTHER HARM THAT RESULTS FROM
AGENCY’S ACCESS TO OR USE OF THE SOFTWARE SERVICES OR ANY CONTENT AVAILABLE VIA
THE SOFTWARE SERVICES;(III)THE DELETION OF,OR THE FAILURE TO STORE OR TO TRANSMIT,
ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SOFTWARE SERVICES;AND
(IV)WHETHER THE SOFTWARE SERVICES OR ANY CONTENT AVAILABLE VIA THE SOFTWARE
SERVICES WILL MEET AGENCY’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED,
SECURE,OR ERROR-FREE BASIS.NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN,
OBTAINED FROM RELAY OR THROUGH THE SOFTWARE OR PROFESSIONAL SERVICES,WILL
CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
SECTION 9. Indemnification.
a) Agency Indemnification. Agency shall indemnify and defend Relay, at Agency’s own expense, against
any suit or proceeding brought against Relay by a third party arising from or related to: (a) Agency’s
violation of any law; or (b) an allegation that the Agency Content or Relay’s use of the Agency Content in
accordance with the Agreement violates any law or regulation or infringes third party intellectual property
rights or privacy rights. b) Relay Indemnification. Relay shall indemnify and defend Agency, at Relay’s own
expense, against any claim, suit or proceeding brought against Agency that, if true, would constitute a
breach of Relay’s representation, warranty, or covenant provided in Section 8. c) Indemnification
Procedure. A Party seeking indemnification (the “Indemnified Party”) from the other Party (the
“Indemnifying Party”) shall: (a) give Indemnifying Party prompt written notice of
any such claim;(b)allow Indemnifying Party to solely control the defense and all related settlement
negotiations;(c)fully cooperate with Indemnifying Party in such defense and settlement negotiations;
(d)have the right to participate in any such defense at Indemnified Party’s owns costs;and (e)have
the right to approve any settlement of such claims which approval shall not be unreasonably withheld.
SECTION 10.Limitation of Liability.IN NO EVENT WILL EITHER PARTY BE LIABLE FOR:(I)INDIRECT,
SPECIAL,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGES,OR (II)LOSS OF
USE,DATA,BUSINESS,REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT),
EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES
ARE FORESEEABLE.EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN
CONNECTION WITH THE AGREEMENT WHETHER UNDER ANY THEORY OF CONTRACT,TORT
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(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE,WILL NOT EXCEED THE AGGREGATE
AMOUNT OF FEES PAID BY THE AGENCY UNDER THE AGREEMENT IN THE TWELVE (12)MONTHS
PRECEDING SUCH CLAIM.
SECTION 11. Confidentiality.
a)Non-Disclosure .Each Party agrees not to use,disclose,sell,license,publish,reproduce or otherwise
make available the Confidential Information of the other Party to any third party,and further agrees not to
use the Confidential Information of the other Party except and only to the extent necessary to perform their
respective obligations under the Agreement.Each Party agrees to secure and protect the other Party’s
Confidential Information in a manner consistent with the maintenance of such Party’s own confidential and
proprietary rights in the information (and in any event reasonable measures)and to take appropriate
action by instruction or agreement with its employees,consultants,affiliates or other agents who are
permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section.
b)Exclusions .The obligation to treat information as Confidential Information shall not apply to information
which:(a)is publicly available through no action of the receiving Party;(b)was rightfully in the receiving
Party’s possession on a non-confidential basis independent of its relationship with the disclosing Party
prior to the first disclosure by the disclosing Party to the receiving Party as evidenced by the receiving
Party’s then-existing written records;(c)has been or is developed by or become known to the receiving
Party without access to any of the disclosing Party’s Confidential Information and outside the scope of any
agreement with disclosing Party with the receiving Party having the burden of proof to demonstrate
independent creation;(d)has been obtained rightfully from third Parties not bound by an obligation of
confidentiality; (e) Is disclosed to comply with The Wisconsin Open Records Law.
SECTION 12. Term and Termination.
a)Term .The initial term of the Agreement shall be as set forth on the Order Form (the “Initial Term”).
Thereafter,the term of the Agreement shall renew as set forth on the Order Form (each,a “Renewal
Term”),unless one Party provides written notice to the other Party at least ninety (90)days in advance of
the end of the then-existing term that it does not wish to renew the Agreement.
b) Termination for Cause . In the event that Agency or Relay breaches any material provision of the
Agreement and fails to cure such breach within fifteen (15) days after written notice thereof
(which notice reasonably details the alleged breach),the non-breaching Party may terminate the
Agreement immediately by written notice to the other Party.In the event that Agency or Relay (i)
becomes insolvent;(ii)files a petition in bankruptcy for Chapter 7 relief,or has such a petition filed
against it (and fails to lift any stay imposed thereby within sixty (60)days after such stay becomes
effective);(iii)has a receiver appointed with respect to all or substantially all of its assets;(iv)makes
an assignment for the benefit of creditors;or,(v)ceases to do business in the ordinary course,the
other Party may terminate the Agreement immediately by notice in writing.All notices required by this
Section shall be in accordance with the notice requirements.
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c)Rights upon Termination .Agency acknowledges that in the event of a termination for any reason:(i)
the rights granted by Relay to Agency will cease immediately;(ii)Relay does not retain and shall not be
responsible for any damage to or loss of Agency Content or other data;(iii)Agency shall pay Relay for all
Software Services (including any Professional Services)provided to Agency up to and including the date
of termination; and (iv) Agency shall not be entitled to any refund of the Fees.
SECTION 13. General.
a)Law,Jurisdiction,and Venue .The Agreement shall be governed and construed according to the laws
of the State of Wisconsin.The Parties agree that the exclusive jurisdiction or any lawsuit related to or
arising under the Agreement shall be in a court in the State of Wisconsin.
b)Assignment .Except as otherwise provided in this Section 13(b),neither Party may assign any of its
rights or delegate any of its duties under the Agreement without the prior written consent of the other
Party,which consent will not be unreasonably withheld;any unauthorized assignment or delegation will be
null and void.A Party may,without notice to or consent from the other Party,assign the Agreement in
connection with any merger,consolidation,reorganization,sale of all or substantially all of its assets or
any similar transaction,provided that the assignee confirms in writing that it has assumed all obligations of
the assignor under the Agreement.The Agreement will be binding upon and inure to the benefit of the
Parties’ permitted successors and assigns.
c)Notices .Any notice either Party desires to give the other Party hereunder shall be in writing.All notices
shall be given by delivery to the Parties at their physical or email addresses set forth on the Order Form
unless such addresses are changed by written notice.
d)Independent Parties .The Agreement is by and between independent parties.Nothing in the
Agreement shall be construed or interpreted to give rise to an agency,partnership,franchise,
employment, or joint venture.
e)Force Majeure .Neither Party shall be liable in damages or have the right to terminate the Agreement
for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its
control including,but not limited to,weather and other Acts of God,government restrictions,acts of
terrorism,widespread Internet outage(s),wars,insurrections and/or any other cause beyond the control of
the Party whose performance is affected,however,if the duration of the delay caused by such an event
shall exceed fifteen (15)days,the Party who was to benefit from the performance of such act shall have
the right to terminate the Agreement by giving written notice, according to the Agreement.
f)General .The Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof,and supersedes all prior or contemporaneous agreements with respect to such
subject matter,whether express or implied,written or oral.The Agreement may be executed in
counterparts,each of which shall be deemed to be an original and all of which together shall be deemed to
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be one and the same agreement.The Agreement may not be modified except by written agreement
signed duly authorized representatives of both Parties.The Agreement shall not be construed against any
Party by reason of its preparation.If one or more of the provisions contained in the Agreement are found
to be invalid,illegal or unenforceable in any respect,the validity,legality and enforceability of the
remaining provisions shall not be affected.In this event,the Parties may replace the unenforceable
provision with a mutually agreeable enforceable provision that preserves the original intent and position of
the Parties.Any other provisions that survive by their nature shall survive the expiration or termination of
the Agreement for any reason.No term or provision of the Agreement shall be deemed waived and no
breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed
by the Party claimed to have waived or consented.No consent by any Party to,or waiver of,a breach or
default by the other,whether express or implied,shall constitute a consent to,waiver of,or excuse for any
different or subsequent breach or default.
g)Public Records.The Agency is a governmental entity and as such,it is obligated to comply with
Wisconsin public records laws.Notwithstanding any other term in this Agreement,the Agency shall not be
contractually prevented from fully complying with Wisconsin public records laws and such compliance
shall not be considered a breach or violation of any term of this Agreement.To the extent that Wisconsin
public records laws reasonably allow the Agency the opportunity to notify Relay of any public records
request related to Relay’s product,then Relay may take any action it deems appropriate to prevent such
disclosures. However, all such actions taken by Relay shall be solely at Relay’s risk and expense.
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