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Home My WebLink About20133487.tiffRESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR THE ASSIGNMENT OF THE SPILLMAN PURCHASE AGREEMENT FROM THE CITY OF GREELEY TO WELD COUNTY, COLORADO, AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Intergovernmental Agreement for the Assignment of the Spillman Purchase Agreement among the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, the City of Greeley, and Spillman Technologies, Inc., commencing upon full execution of signature, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Intergovernmental Agreement for the Assignment of the Spillman Purchase Agreement among the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, the City of Greeley, and Spillman Technologies, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 18th day of December, A.D., 2013. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO o .4. -e.o. .”313 Weld County Clerk to the Bo BY: DepukClefk to the Bo `�1® �►i APP � ! AS oun y Attorney Date of signature: JAN 1 3 21114 Wi arrGF'. Garcia, Chair Sean P. Conway 2013-3487 i aO- c '& CM0022 INTERGOVERNMENTAL AGREEMENT FOR THE ASSIGNMENT OF THE SPILLMAN PURCHASE AGREEMENT FROM THE CITY OF GREELEY TO WELD COUNTY, CO THIS AGREEMENT for the assignment of the Spillman Purchase Agreement is made and entered into this /f 2( day of December, 2013, by and between the CITY OF GREELEY, COLORADO, by and through the Greeley City Council (hereinafter "City"), and the COUNTY OF WELD, COLORADO, by and through the Weld County Board of Commissioners (hereinafter "County") and Spillman Technologies, Inc., ("Spillman") located at 4625 West Lake Park Blvd., Salt Lake City, UT 84120. RECITALS WHEREAS, pursuant to intergovernmental agreements, the City and County have cooperatively maintained a public safety information system in Weld County, CO, since 1993; and WHEREAS, since 1993, the City has been responsible for providing county wide emergency dispatching services and criminal records management services; and WHEREAS, on November 29, 2010, the City entered into a Purchase Agreement (attached hereto as Appendix A), License Agreement, and Support Agreement with Spillman Technologies, Inc. (hereinafter "Spillman"), for the provision of dispatch and records management software and support; and WHEREAS, pursuant to the Amendment to July 7, 2010, Intergovernmental IGA for the Provision of Public Safety Information System in Weld County, Colorado, dated August 19, 2013 (hereinafter "IGA Amendment"), the County became responsible for providing County wide emergency dispatching services while the City maintained responsibility for records management; and WHEREAS, pursuant to the IGA Amendment, the County is required to enter into new license and support agreements with Spillman which shall supersede the City's current license and support agreements with Spillman; and WHEREAS, the City, County, and Spillman believe that it is in the best interests of the parties and of the public safety information system for the City to assign the Purchase Agreement with Spillman to the County. NOW, THEREFORE, in consideration of the following mutual agreements and covenants, the City and the County hereby agree to the following: 1. Recitals. The above set forth Recitals are incorporated herein as if fully set forth. Page 1 of 3 2013-3487 2. Assignment. Upon execution of license and support agreements between the County and Spillman and the simultaneous termination of the license and support agreements between the City and Spillman; as well as the shared agency agreement between the City and Spillman, all of the City's rights and responsibilities described in the Purchase Agreement between the City and Spillman, dated November 29, 2010, shall be assigned to the County. 3. Separate Agreements. No term of this Agreement shall be deemed to alter or affect the terms of the IGA Amendment, the Intergovernmental IGA for the Provision of Public Safety Information System in Weld County, Colorado, dated July 7, 2010 (hereinafter "July 7, 2010 IGA"), or any other agreement between the City and County especially with, but not limited to, respect to payment obligations for the costs of services provided by Spillman. 4. Liability for Outstanding Obligations. The City shall be responsible for payment of any obligation to Spillman related to the Spillman Purchase Agreement which are outstanding prior to the effective date of this assignment. Pursuant to the terms of the July 7, 2010 IGA and the IGA Amendment, these obligations shall be paid by City from the Enterprise Fund prior to the close out of that fund. 5. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 6. No Third Party Beneficiary Enforcement. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. IN WITNESS WHEREOF, the parties hereto execute this Agreement on the day first above written. THE COUNTY OF WELD, COLORADO, by and through the Board of County Commissioners of Weld County By: Wflfiiam Garcia, Chairman DEC 1 8 2013 Page 2 of 3 &cis -3 987 THE CITY OF GREELEY, COLORADO THE CITY OF GREELEY, COLORADO APPROVED AS TO SUBSTANCE: By: I AVAILABILITY OF FUNDS: n By: C/re( Director o ` Finance SPILLMAN TECHNOLOGIES, INC. By N ->e few, Title: Vp 4 Sct>i -ei �'Pivicm At JEST: APPENDIX A pififflan.echnologies, inc. 4625 West Lake Park Blvd. Salt Lake City, UT 84120 (801) 902-1200 fax (801) 902-1210 PURCHASE AGREEMENT City of Greeley 1000 10th Street Greeley, CO 80631 Contact: Anita Scrams Phone: 970-3044570 :0550 Agreement Preparation Date: 11/22/10 Expiration Date: 12/01/10 Operating System Server: IBM Quote Number. COGWC03 Salesman: C - I ' lish This Sales Quote / Purchase Agreement ("Agreement") is made and entered into thi'I day of Customer and Spillman Technologies, Inc. ("Spillman"), 4625 West Lake Park Blvd., Salt Lake City, UT 84120. Section 1: Quote Summary Computer Aided Dispatch Package Records Management System Package Jail Management System Package Mobile Communications Package Mobile Field Reporting Package Interface Development Package (not to exceed) Year 1 Support from Go -live Years 2-5 Support Total Purchase Price $ Approved and Accepted by: 010 by and between the $612,511 $896,889 $393,756 $179,160 $105,221 $150,000 Included $1,125,140 3,462,677 I have read this Agreement n its entirety and hereby approve and accept the terms and conditions of this Agreement as contained herein. of t eeley, Colorado Signatur Title of Authorized Representative en alive City Manager Signature of Authi City Attorney esentative ♦ Title of Authorized Representative Signature of Autho Director of Finance Repress tative Title of Authorized Representative Date 112_ CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN Section 2: Spillman Software CAD Ma _ E-911 Interface Res.onse Plans State Link included with RMS State Link Pro aA EMS Interface ZOLL EMS Records Interface Total CAD Pac .• $312,380 $177 628 $36,751 $24,500 Included Included $30 626 $30,626 $612,511 r i Wagrfrr rr �1^.s�GLI TLn. Integrated Hub $251,129 Law Records $134,533 Civil Process $62,782 Evidence Management $62,782 COMPSTAT Management Dashboard $44,844 Pin Mapping/Crime Analysis $44,844 Imaging $62,782 Traffic Information $17,938 Vehicle Impound $8,969 Licenses and Permits $8,969 Alarm Tracking & Billing $17,938 Pawn Property $8,969 Premises & HazMat $17,938 Premise Inspections $8,969 Personnel Management $17,938 Equipment Maintenance $17,938. Inventory Management $8,969 Fleet Maintenance $8,969 State Link - $89,689 InSight (Multijurisdictional Data Sharing & Legacy Data Access) Included Total RMS Package 896,889 Jail Records and Management Imaging - (Site License included with RMS) State Link - (Site License included with RMS) LiveS can Interface Keefe Commissary Interface VINE Interface $315,005 Included Included $59,063 $19,688 Included $393,756 Total JMS Package CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN (c) 2005 Spillman Technologies, Inc. All rights reserved. Page 2 of 6 Pages ax Mobile Automatic Vehicle Location AVL Ma. • in Mobile Local Records Que Mobile Automated Field Re.ortin• Mobile Automated Field Interviews Drivers License Scanni _ Interface with 275 M-250 Scanners Total AFR Pac c $56,876 $17,063 $17 063 $14,219 $105,221 * Site licensing for the CAD Package is licensed to the City of Greeley/Weld County Dispatch Center ** Site licensing for the RMS Package is licensed to Weld County (All Weld County entities), Greeley, Johnstown, Milliken, Ault and Kersey *** Site licensing for the JMS Package is licensed to Weld County (All Weld County entities), Greeley, Johnstown, Milliken, Ault and Kersey **** Licensing for the MDC Package is licensed to all agencies dispatched by the City of Greeley/Weld County Dispatch Center ***** Licensing for the AFR Package is licensed to Weld County (All Weld County entities), Greeley, Johnstown, Milliken, Ault and Kersey CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN (c) 2005 Spillman Technologies, Inc. All rights reserved. Page 3 of 6 Pages Section 3: Spillman Professional Services � �vygj4 K _ ^v i; „�y� rv.v"i. yy,!a�u.av cif lei' T5Y-' IA Pre -Implementation Meeting I Meeting Project Team Training 32 Hours CAD Administration 24 Hours ail Administration 24 Houjlirs 'irl. l`f s { a Specialist Spillman Application Administration _'• -. F 24 Hours Geobase Implementation Assistance 40 Hours p �. ,. .. y #a3r�a� .. d".«. � HUE Inquiry Introduction, Data Entry & Advanced Searching 38 Classes , Computer Aided Dispatch (CAD) Computer Aided Dispatch 6 Classes Dispatching with Response Plan 6 Classes CAD Mapping User 6 Classes Response Plan Management 2 Classes CAD Mapping Maintenance 2 Classes iavrRecords ... . -,- Incident Report Management 38 Classes Criminal History 38 Classes Case Management 38 Classes Field Interviews 38 Classes Wanted Persons 38 Classes Intelligence Records 38 Classes IBR ... _ COIBR 2 Classes Records Management Civil Process 3 Classes Evidence Management with Bar Coding 4 Classes Imaging 38 Classes Traffic Information - 38 Classes Impounded Vehicles 4 Classes Licenses and Permits 4 Classes Alarm Tracking 2 Classes Pawned Property - 4 Classes Premises Information 4 Classes Premises Inspections 2 Classes Personnel Employee Records, Leave and Attendance Records and Position Management & Time Service 6 Classes Equipment Maintenance 4 Classes Inventory Management 4 Classes Fleet Maintenance 2 Classes Jail Management, Jail/Corrections Class 10 Classes Mobile Voiceless Dispatch/AVL 22 Classes RMS/State Queries 22 Classes. Premises/Hazmat 22 Classes Mobile Administration 1 Class 'map¢ s�.p. aA I41�ta�i4 N�....:� �4.. iii `"YP'S ..._. V�am yr `�8 '''.. dtR-`n,4...u.. •_-iaa New Agency Go -Live Assistance 4 Days Dispatch Go -Live Assistance 4 Days Jail Go -Live Assistance 4 Days CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN (c) 2005 Spillman Technologies, Inc. All rights reserved. Page 4 of 6 Pages Section 4: Support and Maintenance Sw'N M'nsM✓a —+. �•x :1 ,.' ''k°P v Il k. w-... m:f•uF Year 1 Support and Maintenance (Starts upon Go -live) Included Year 2 Support and Maintenance $281,285 Year 3 Support and Maintenance $281,285 Year 4 Support and Maintenance $281,285 Year 5 Support and Maintenance $281,285 Total Five Year Support and Maintenance Cost $1,125,140 Section 5: Payment Terms and Milestones Contract Signing $584,384.25 Completion of Project Implementation Meeting - $140,252.22 Server and Software Installed On -site $397,381.29 Completion of Project Team Training $233,753.70 Completion of CAD Software Configuration $116,876.85 CAD End -users training completed i $46,750.74 Completion of RMS Software Configuration $116,876.85 RMS end -users training completed $46,750.74 Completion of Mobile Software Configuration $93,501.48 Mobile end -users training completed - $23,375.37 State Link Complete $70,126.11 ProQA EMS Interface Complete $23,375.37 ZOLL EMS/e-PCR Interface Complete $23,375.37 LiveScan Interface Complete $70,126.11 Keefe Commissary Interface Complete $23,375.37 Interface Development Package Complete $140,252.22 Go -Live $187,002.96 _.n. _ n ... _ _,. M.mM bl'j $281,285 Year 2 Support and Maintenance - Due 12 Months from Go -live Year 3 Support and Maintenance - Due 24 Months from Go -live $281,285 Year 4 Support and Maintenance - Due 36 Months from Go -live $281,285 Year 5 Su.. ort and Maintenance - Due 48 Months from Go -live $281285 x._ .__.. .,_'... '¢4• i i6�:..:." rgN �._:S2 "..G��.., y� ,53.;f,' -'o _.. ai _. ..m .�._._?% Y - ''�c._'.�o� CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN (c) 2005 Spillman Technologies, Inc. AR rights reserved. Page 5 of 6 Pages Section 6: Agreement Terms 1. This Agreement only covers the products and services listed herein. 2. Customer agrees to pay all invoices within thirty (30) days of invoice date. An invoice shall be issued after a milestone is completed and signed off by Customer as being completed. 3 Customer agrees to pay Spillman the Agreement Purchase Price according to the payment terms stated in Section 5. The Agreement Purchase Price is valid only through the expiration date indicated and only if all listed products and services are purchased as a complete package. ("Purchase Price" does not include second year maintenance fees.) 4 When signed by an authorized Customer representative this Agreement serves as the Purchase Agreement between Customer and Spillman. 5 This Agreement is subject to all terms and conditions in the corresponding, valid Computer Software End -User License Agreement (the "License Agreement") and the related Maintenance Agreement between Customer and Spillman. The contract for services between the Customer and Spillman include the Spillman Purchase Agreement, Spillman End -User License Agreement, Spillman Support Agreement and the mutually agreed upon Project Plan, which may be amended from time to time. 6. Any of the following events shall constitute a "default" under this Agreement: a. Customer's failure to pay Spillman any charges, costs, or other payment accruing herein, if such failure has not been corrected within ten (10) calendar days after Spillman has given Customer written notice of such failure; or b. Customer's failure to perform any other obligation set forth in this Agreement, including any act of repudiation or wrongful rejection of the product, if such failure has not been corrected within thirty (30) days after Spillman has given Customer written notice of such failure. c. Spillman's failure to perform any obligations set forth in this Agreement, if such failure has not been corrected within thirty (30) days after Customer has given Spillman written notice of such failure. 7. Upon occurrence of a default, the non -defaulting party may: a. Terminate this Agreement and invoke all rights the party possesses up to termination, including, in Spillman's case, repossession of the Product at the time Customer replaces product with a substitute/replacement product or twelve (12) months from the effective date of termination, whichever is earlier, and b. If Customer remains liable for any monetary obligations created under this Agreement for project costs (Years 2-5 Support Fees are excluded), Spillman may accelerate and declare all project cost obligations of Customer created under this Agreement to be immediately due and payable by Customer as a liquidated sum and proceed against Customer in any lawful way for satisfaction of such sum; and c. In addition to the forgoing, seek any other remedies that may be available at law or in equity. 8 Customer acknowledges that the monetary obligations of the Customer to Spillman under this Agreement constitute a commercial account. Customer shall pay, in addition to all other amounts owed to Spillman, interest calculated at twelve percent (12°-0) annually on all amounts that have not been paid to Spillman pursuant to the terms of this Agreement. Customer shall also be liable for all costs of collection, including reasonable attorney's fees whether or not a suit is instituted. Any delay or failure of either party in exercising any right hereunder, or any partial exercise thereof, shall not be deemed to constitute a waiver of any right granted hereunder or at law. 9 This Agreement- constitutes the entire Purchase Agreement between the parties, with respect to the products and services listed herein, and no amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties. The parties understand that the license Agreement and the Support Agreement shall be considered with this Agreement as an integrated Agreement and is the complete and exclusive statement of the parties obligations and responsibilities, with respect to the products and services listed herein and therein, except as otherwise provided by law. Signa a of ut z Spil an Representative xecutive ce President of Sales and Marketing Title of Authorized Representative /(-O2 9 - Po7O Date CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN (c) 2005 Spellman Technologies, Inc. All rights reserved. Page 6 of 6 Pages MUTUAL TERMINATION OF COMPUTER SOFTWARE END -USER SUPPORT AGREEMENT AND COMPUTER SOFTWARE END -USER LICENSE AGREEMENT THIS AGREEMENT entered into this day of December, 2013 between the City of Greeley, Colorado ("City") located at 1000 10-- reet, Greeley, CO 80631 and Spillman Technologies, Inc., ("Spillman") located at 4625 West Lake Park Blvd., Salt Lake City, UT 84120 WHEREAS, on the 29th day of November, 2010, the City and Spillman (collectively referred to as "parties") entered into a Purchase Agreement, an End -User Support Agreement, and an End -User License Agreement related to the purchase of a Criminal Justice Information System; and' WHEREAS, the Purchase Agreement, End -User Support Agreement, and End -User License Agreement contemplated the City bearing the responsibility to provide computer aided police dispatch services and criminal justice records management services for other criminal justice entities in Weld County, Colorado; and WHEREAS, the City has entered into various agreements with Weld County including the Amendment to July 7, 2010, Intergovernmental IGA for the Provision of Public Safety Information System in Weld County, Colorado, dated August 19, 2013 (hereinafter "IGA Amendment"), which transfer the responsibility for providing County wide emergency dispatching services to Weld County, while maintaining the City's responsibility for criminal justice records management; and WHEREAS, pursuant to the IGA Amendment, Weld County is required to enter into new license and support agreements with Spillman which will supersede the City's current license and support agreements with Spillman; and WHEREAS, the parties have agreed to an assignment of the City's Purchase Agreement to Weld County; and WHEREAS, Spillman has negotiated a new End -User License Agreement and End -User Support Agreement ("host agency agreements") with Weld County; and WHEREAS, the parties have negotiated a Shared Agency Computer Software End -User License Agreement ("shared agency agreement") which would become effective upon execution of the host agency agreements with Weld County; and WHEREAS, in order to proceed with execution of the host agency agreements with Weld County, and the shared agency agreement with the City, the parties must terminate the current End -User Support Agreement and the current End -User License Agreement; and WHEREAS, pursuant to Paragraph 10.2 of the End -User Support Agreement either party may terminate the agreement with 90 days written notice; and WHEREAS, pursuant to Paragraph 9.1 of the End -User License Agreement the City may terminate the agreement subject to any outstanding obligations and financial commitments; and WHEREAS, the parties agree that sufficient notice of termination was provided by the City in order to terminate both agreements; and WHEREAS, the parties wish to memorialize the termination of the current End -User Support Agreement and the current End -User License Agreement between them in this Agreement. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND TERMS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY AND BETWEEN THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Termination of the parties End -User Support Agreement and End -User License Agreement. The Parties hereby agree that their End -User Support Agreement and End -User License Agreement shall be terminated, 2. Effective Date of Termination. The effective date of the termination of the End - User Support Agreement and End -User License Agreement shall be the date upon which the City's Shared Agency Agreement with Spillman is executed ("termination date"). 3. Liability for Outstanding Obligations. The City shall be responsible for payment of any obligations to Spillman related to the End -User Support Agreement and the End -User License Agreement which are outstanding prior to the termination date. Pursuant to the terms of the City's agreements with Weld County (specifically the July 7, 2010 Intergovernmental IGA for the Provision of Public Safety Information System in Weld County, Colorado and the IGA Amendment), these obligations shall be paid by City from the Enterprise Fund prior to the close out of that fund. 4. Cooperation of Parties. Each Party agrees to fully cooperate with the other Party to promptly complete this termination. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties #: ve mane d` this Ag eement,e>t `hte:dayati year first written •:Above:. 'THE CITY Of .CiamEy, COL.o. O SPILLNMAN TICHMAOGIES,;.RYC. APPROVED AS TO SUBSTANCE;; By: Cit AVAILABILITY OFFUNDS:• APPROVED AS TO LEGAL PO I Na, Rie:�,_1r4.r .[i„;f Title: U(rd ATTEST: SPILLMAN® COMPUTER SOFTWARE END -USER LICENSE AGREEMENT Table of Contents Section 1: License 1 Section 2: Scope of Rights 1 Section 3: Fees and Payments 2 Section 4: Support 2 Section 5: Licensee Responsibilities 2 Section 6: Prioprietary Protection and Restrictions 2 Section 7: License to Utilities; Restrictions on Usage 3 Section 8: Limited Warranty and Limitation of Liability; Indemnification 3 Section 9: Term of Agreement; Termination 4 Section 10: Miscellaneous 4 Section 11: Signatures 5 This Computer Software End -User License Agreement ("Agreement") is made and entered into effective as of the date this Agreement Is signed by both parties below, and is by and between: Spillman Technologies, Inc. ("Spillman") 4625 West Lake Park Blvd. Salt Lake City, Utah 84120 and County of Weld ("Licensee") 1150 "O" St Greeley, CO 80631 WHEREAS, Licensee desires to license from Spillman certain software owned by Spillman, as set forth in the Sales Quote/Purchase Agreement(s) ('Purchase Agreement") executed by the parties in connection with this Agreement, and Spillman desires to grant such a license to Licensee, pursuant to the terms and conditions of this Agreement. NOW THEREFORE, In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as follows: Section 1: License 1.1 SPILLMAN'S LICENSED PROGRAM IS COPYRIGHTED BY SPILLMAN AND/OR ITS LICENSORS AND IS LICENSED (NOT SOLD). SPILLMAN DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO LICENSEE. THE LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXCUTED BY LICENSEE. 1.2 In consideration of the payment of the license fees set forth in the Purchase Agreement(s) pertaining hereto, Spillman grants Licensee a nonexclusive, non -transferable license to use the package of computer program(s) and data, in machine-readable form only, and related materials, including documentation and listings, identified in the Purchase Agreement (the "Licensed Program"), subject to the terms of this Agreement (including the restrictions with respect to Utilities set forth in Section 7). 1.3 The City of Greeley and the Town of Kersey are agreed to be "Shared Agencies" under this Agreement, as defined in Section 2.5. Spillman agrees that Licensee may, at no additional charge, specify up to twelve (12) additional agencies or municipalities in Weld County as Shared Agencies in the future, by written notice to Spillman. Spillman grants to Shared Agencies a non-exclusive, non -transferable license to use the same copy of the Licensed Program and related materials that are licensed to Licensee, subject to the terms and conditions set forth in this Agreement However, unless otherwise agreed in writing by the parties, all assistance and support for the Licensed Program may be obtained only through Licensee. This Agreement does not entitle any Shared Agency to any Spillman services beyond the license to use the Licensed Program. Shared Agencies are not required to pay any additional license fees to utilize the Licensed Program. Licensee may allow Shared Agencies access to the Licensed Program and Licensee may allow installation and use of the Licensed Program in Shared Agencies' facilities when necessary to meet the Shared Agencies' needs. Licensee may also use the Licensed Program to provide dispatch services to an unlimited number of additional agencies, entities or persons under Licensee's mobile site license. The Shared Agency and dispatch rights under this Section 1.3 may include municipalities or agencies that are located in both Weld County and another county (i.e., border municipalities and agencies), if such municipalities or agencies are dispatched by Licensee. Section 2: Scope of Rights 2.1 Licensee may install and use the Licensed Program only in Licensee's own facility or that of Shared Agencies. Licensee shall give Spillman written notice if the location of Licensee's facility changes. 2.2 Licensee may use and execute the Licensed Program only for purposes of serving the internal needs of Licensee's business and that of Shared Agencies, except as specifically set forth in this Agreement. 2.3 Licensee may make one copy of the Licensed Program in machine-readable, object code form, for nonproductive backup purposes only, provided that Spillman's proprietary notices are Included. 2.4 Licensee may reproduce (photocopy) Licensed Program documentation according to Licensee's needs for the authorized use of the Licensed Program. Licensee may not distribute any original or reproduced copy for use outside of the Licensee's place of business and must not reveal it or any other Spillman documentation, or the Licensed Program itself, to competitors of Spillman or to any other third party unless they have a need to know such information for the proper purposes of this Agreement. 2.5 If Licensee and a third party entity (the "Shared Agency) desire to enter into an arrangement whereby Licensee will act as a "Host Agency" and permit the Shared Agency to access the Licensed Program through Licensee, the Shared Agency and Spillman will execute an Addendum Agreement for such arrangement and attach it to this Agreement as Appendix A. The parties agree that the existing Shared Agencies specified in Section 1.3 are not required to re -execute Appendix A. 1 Licensee shall require the Shared Agency to comply with the terms of this Agreement and shall notify Spillman and cooperate as reasonably requested by Spillman in the event of any non-compliance. Section 3: Fees and Payments The license fee for the Licensed Program is specified in the Purchase Agreement, attached hereto and incorporated herein as Appendix B. Section 4: Support Spillman shall support the Licensed Program in the manner specified in the "Computer Software End -User Support Agreement" between the parties (the "Support Agreement"). Licensee is required to maintain the Support Agreement in force as a condition to the license of the Licensed Program under this Agreement. Section 5: Licensee Responsibilities 5.1 Licensee is responsible for selecting a Spillman Application Administrator who is qualified to operate the Licensed Program on Licensee's own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Licensed Program. Spillman reserves the right to refuse assistance or to charge additional fees if the Spillman Application Administrator seeks assistance with respect to such basic background information or any other matters not directly relating to the operation of the Licensed Program. 5.2 Other components (hardware and/or software) may be required for the use of the Licensed Program. Spillman assumes no responsibility under this Agreement for obtaining and/or supporting such components except as expressly agreed in writing. 5.3 Licensee is responsible for ensuring a proper environment and proper utilities for the computer system on which the Licensed Program will operate. 5.4 Except as expressly agreed in writing, Spillman assumes no responsibility under this Agreement for converting Licensee's data files for use with the Licensed Program. Section 6: Proprietary Protection and Restrictions 6.1 Spillman shall have sole and exclusive ownership of all rights, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights and other intellectual property rights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Spillman. The Licensed Program may also include software separately licensed to Spillman from third party licensors. Such third party software is sublicensed to Licensee and protected pursuant to the terms of this Agreement, and may be used only in conjunction with Spillman's Licensed Program. This Agreement does not provide Licensee with title or ownership of the Licensed Program or any component thereof, but only a limited license. Spillman and its licensors specifically reserve all rights not expressly granted to Licensee in this Agreement. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances. 6.2 Licensee may not allow any other agency, entity, or individual to use or have access to the Licensed Program in any manner other than inquire -only unless expressly authorized by Spillman or in this Agreement. Except as specifically authorized by Spillman or in this Agreement, queries may be conducted solely for Licensee's internal business purposes, and Licensee may not query the Licensed Program, or permit any third party to query the Licensed Program, for a third party's business purposes. 6.3 Licensee may not use, copy, modify, rent, share or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized in this Agreement or in writing by Spillman. Licensee may not translate, modify, reverse assemble, reverse compile, or otherwise reverse engineer the Licensed Program. 6.4 Licensee may not utilize or permit a third party to access or utilize any part of the Licensed Program (including the Utilities) in any manner that competes, directly or indirectly, with any product or service provided by Spillman. This includes, without limitation, using the Licensed Program (or its Utilities) to develop any software, interfaces or other products that compete with Spillman's products or services, or using interfaces or other products connecting to the database of the Licensed Program in connection with a third party's competing product. 6.5 No service bureau work, multiple -user license, or time-sharing arrangement is permitted, except as expressly authorized in writing by Spillman. Licensee may not install the Licensed Program in any other computer system or use it at any other location without Spillman's express authorization obtained in advance (which will not be unreasonably withheld) or as authorized in this Agreement. 6.6 To the extent permitted under the Colorado Open Records Act and subject to judicial order, Licensee shall keep confidential all non-public information provided to Licensee by Spillman ("Confidential Information°), including the Licensed Program, future product plans, price lists, financial and business information, trade secrets, etc. Licensee shall not use Confidential Information for any purpose other than the authorized purposes of this Agreement. Licensee may disclose Confidential Information only to its employees who need to know such information, and who are bound to keep such information confidential. Licensee shall give Spillman's Confidential Information at least the same level of protection as it gives its own confidential information of similar nature, but not less than a reasonable level of protection. 6.7 Licensee hereby authorizes Spillman to enter Licensee's premises in order to inspect the Licensed Program in any reasonable manner during regular business hours, with or without prior notice, to verify Licensee's compliance with the terms of this Agreement. 6.8 Licensee acknowledges that, in the event of Licensee's breach of any of the foregoing provisions, Spillman will not have an adequate remedy in money or damages. Spillman shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request, without the necessity of posting bond, in addition to any other remedies that may be available at law or in equity. 2 Section 7: License to Utilities; Restrictions on Usage 7.1 Spillman provides certain software utilities and tools (collec- tively, the "Utilities") as part of the Licensed Program. Such Utilities include Spillman's XML Query, ODBC Implementation code, ctperl, dbdump, and dbload a -s well as any other software utilities provided by Spillman in connection with the Licensed Program. Spillman may add, modify or remove Utilities from the Licensed Program during the term of this Agreement. The Utilities contain material that is proprietary to Spillman and/or its licensors, and may be used only as permitted by this Agreement 7,2 Licensee and Shared Users are permitted to use the Utilities for read-only operations in connection with the authorized use of the Licensed Program, but may not allow third parties to use the Utilities unless an authorized official of Spillman consents in writing. Licensee is NOT permitted to utilize the Utilities or any other software tools to write to Spillman's database in any manner, due to the potential for data corruption and system slowdown or damage. Licensee also may not permit any third party to write to Spillman's database in any manner. 7.3 Spillman is NOT responsible for any breach of warranty, dam- ages to the Licensed Program or its database, data corruption, support issues, security issues or performance issues arising out of Licensee's or a third party's use of the Utilities or any other software not specifically licensed in this Agreement (including any third party querying or writing to the database). Section 8: Limited Warranty and Limitation of Liability; Indemnification 8.1 Spillman warrants, for Licensee's benefit alone, that the Licensed Program conforms in all material respects to the specifications for the current Release of the Licensed Program as described in Spillman's Licensed Product Specifications, for as long as Licensee maintains a current Spillman Support Agreement. "Release" is defined as the most current version of the Licensed Program, including all Error Corrections and Enhancements. Licensed Product Specifications are contained in, and comprised of, the then -current written or electronic end user documentation for the Licensed Program provided by Spillman to Licensee, as published from time to time by Spillman, and any Product Specifications hereafter mutually agreed to in writing by Spillman and Licensee and attached hereto. This warranty is expressly conditioned on Licensee's observance of the operation, security, and data -control procedures set forth in the User's Manual included with the Licensed Program. 8.2 Spillman is not responsible for obsolescence of the Licensed Program that may result from changes in Licensee's requirements. The warranty in Section 8.1 shall apply only to the most current Release of the Licensed Program issued by Spillman from time to time. Spillman will also support the prior two versions back from the most recent Release (e.g. if the most recent Release is 6.1, then 6.1 and 2 prior Releases) and will use good faith efforts to provided Error Corrections for such prior versions, provided that Spillman may recommend installing an update or upgrade in order to remedy an Error or problem with the Licensed Program. Spillman assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. Spillman is not responsible for any problems or errors with the Licensed Program or Licensee's system resulting from use of the ctperl or dbload Utilities In any manner other than read-only. Licensee expressly acknowledges that any use of the "write' or "update° features of these Utilities may damage Licensee's database or cause other problems with its system. 8.3 As Licensee's exclusive remedy for any material defect in the Licensed Program for which Spillman is responsible, Spillman shall use reasonable efforts to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. In the event Spillman does not correct or cure such nonconformity or defect after Spillman has had a reasonable opportunity to do so, Licensee's exclusive remedy will be the refund of the amount paid (either by Licensee or the City of Greeley, Licensee's predecessor in interest) as the license fee for the defective or non- conforming module of the Licensed Program. Spillman shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Licensed Program if Licensee has made any changes whatsoever to the Licensed Program, ifthe Licensed Program has been misused or damaged in any respect, or if Licensee has not reported to Spillman the existence and nature of such nonconformity or defect promptly upon discover thereof. 8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN AND ITS LICENSORS DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, TITLE, NON -INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. 8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS LICENSORS TO LICENSEE FOR ALL CLAIMS RELATING TO THE LICENSED PROGRAM AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO SPILLMAN HEREUNDER BY LICENSEE OR PAID BY THE CITY OF GREELEY UNDER ITS LICENSE AND PURCHASE AGREEMENTS. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Spillman shall have no liability for the loss of data or documentation, it being understood that Licensee is responsible for reasonable backup precautions. However, if a data loss is caused by Spillman personnel or the Licensed Program, Spillman will make its resources and personnel reasonably available to Licensee to assist with restoring the Licensed Program from a backup copy and other reasonable data recovery efforts. 8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE BY THIRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. 8.7 Spillman agrees to indemnify and defend Licensee from and against any and all third party claims, demands, lawsuits or legal actions arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or U.S. patent by the Licensed Program, and Spillman will pay any liabilities, damages, costs and expenses (including reasonable attorneys' fees) finally awarded in such action or paid to settle the action. Spillman will not be required to indemnify Licensee unless (i) Licensee promptly notifies Spillman of any such claim; (ii) Licensee gives Spillman sole control of the defense and all settlement negotiations, and the authority to represent Licensee in defending the claim; and (iii) Licensee provides Spillman with any information and assistance that Spillman reasonably requests in defending against the claim. Licensee may, at its option and expense, be represented by separate counsel in any such action. If a court or other legal authority finds that any part of the Licensed Program infringes a third party's intellectual property rights, or if Spillman believes that it infringes, Spillman will use reasonable efforts to obtain a license under the rights that have been infringed, to modify the Licensed Program so it is no longer infringing, or to provide to Licensee substitute software that is non - infringing; provided that if in Spillman's judgment such options are not commercially reasonable, Spillman may terminate the license for the Licensed Program or the infringing portion thereof upon written notice to Licensee. Spillman will have no liability for infringement arising out of modification of the Licensed Program by any party other than Spillman, use of an outdated version of the Licensed Program, or the combination or use of the Licensed Program with any other software, hardware, equipment, product or processnot furnished by Spillman, if use of the Licensed Program alone and in its current, unmodified form would not have been an infringement. Spillman is not liable for any infringement claims based upon third party software or hardware. This Section 8.7 states Spillman's entire obligation with respect to any claim for infringement or misappropriation of any third party intellectual property rights. Section 9: Term of Agreement; Termination 9.1 Licensee's license of the Licensed Program shall become effective upon the execution of this Agreement and shall continue perpetually unless otherwise terminated as provided herein. This Agreement shall automatically terminate upon termination of the Support Agreement for any reason, including Licensee's failure to pay the required support fees. 9.2 Licensee may terminate this Agreement at any time upon written notice to Spillman, subject to any outstanding obligations and financial commitments of Licensee under the Purchase Agreement (e.g., Licensee's obligation to pay license fees is not rescinded by such termination). 9.3 Spillman may terminate this Agreement if Licensee breaches any material term of this Agreement, the Support Agreement or the Purchase Agreement and does not correct such breach within thirty (30) days following written notice of the breach from Spillman. 9.4 Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to Spillman and/or its licensors. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Licensee's possession or use of the Licensed Program, Licensee must return or destroy, as requested by Spillman, all copies of the Licensed Program in Licensee's possession (whether modified or unmodified), and all other Confidential Information, subject to federal or state statutes or judicial order, and other materials pertaining to the Licensed Program (including all copies thereof). Licensee agrees to certify Licensee's compliance with such restriction upon Spillman's request. The terms of Sections 6, 7.3, 8.4, 8.5, 8.6, 8.7, 9.4, and 10 shall survive termination or expiration of this Agreement. Section 10: Miscellaneous 10.1 This Agreement, the Purchase Agreement and the Support Agreement (if applicable), together with their attachments, if any, constitute the complete agreement between the parties with respect to the Licensed Program and other subject matter hereof. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each party. 10.2 Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that a party may, upon notice to the other party, assign this Agreement to a successor of all or substantially all of its business and assets. 10.3 This Agreement will be governed by the laws of the state of Colorado, not including conflicts of laws provisions. For legal actions between the parties to this Agreement, the parties hereby submit to the exclusive jurisdiction and venue of Weld County, Colorado, for state court matters, and the nearest federal courts to Weld County, Colorado, and within Colorado, with respect to any action between the parties relating to this Agreement. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees from the other party. 10.4 Any waiver by either party of a default or obligation under this Agreement will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. 10.5 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with provisions for a receipt. 10.6 If any term of this Agreement is held to be invalid or void by any court or tribunal of competent jurisdiction, it shall be modified by such court or tribunal to the minimum extent necessary to make it valid and enforceable. If it cannot be so modified, it shall be severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. 10.7 In the event export of the Licensed Program is expressly permitted by Spillman, Licensee may only export the Licensed Program (including any related materials) as authorized by U.S. law and any other applicable jurisdiction. In particular, the Licensed Program may not be exported into 4 any country where such export is prohibited by law, regulation or governmental order. 10.8 It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not Included in this Agreement, including Shared Agencies. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 10.9 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§ 24-10-101 et seq., as applicable now or hereafter amended. SPILLMAN DESIRES THAT LICENSEE BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS. ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED PROGRAM WITH LICENSEE AND ANSWER QUESTIONS. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. Section 11: Signatures Accepted and Approved: Licensee: By: Print Name: William F. Garcia Title: Chair, Board of Weld County Commissioners DEC 1 8 ?01:1 Date: Spillman 9�es, Inc. Print ame: I'Gp2 (c,.rerit ;-hr Title: i"e- ,Y Ccj4=>rrt el s.s Date: l 2Y/6 /t 3 5 c0// - 3't';7 rar SHARED AGENCX- LICENSE AGREI Erfr 74, This Shared Agency License Agreement (the "Agreement"), together v. th the Spiilma trigOhase and License; Agreement (the "License Agreement"), constitutes oneintegrated agreement and :is The complete and exclusive statement of Spillman s obligations and responsibilities with regard to licensing software. All 'capitalized terms used and not otherwise defined therein shall have the definitions given ..Io such terms In the License.Agreement. Definitions: Shrf'eiAgency, A*Shared Agency'iis an agency that:{haspurrhased the right and license to use the s'ameoopyof the SpillManSoftWaratiirrently licensed by°:another agency (I-Ioef Agency). -Host Agency, "Host Agency"_is a current Spillman licensee, as set forth below,. that is authorized by Spillman and has agreed to "share the use of the Spillman Software with The Shared Agency. 'Se:cIt'QI1'1: License, 1.1 Spillman grants toShared Agency a non- exclusive, non -transferable license to use the same copy of the Software• and related malarial% which are presently licensed to the Host Agency, subject to the terms and conditions set forthirt the License Agreement, as well as theta:Mend .Conditions specified herein. iShared Agency' agrees to comply wiith ail SUO terms aka. conditions.. 1,.2 'C IS Agreement will terminate automatically if and when the License Agreement terminates for any reason, Spillman or the Host Agency may terminate this Agreement and. license: at any time tf:Shared Agency breaches the license terms.. The Host Agency may terminate this Agreement at any time upon ninety (90) days prior written notice to Spillman and°Shared Agency; unless otherwise agreed Irrwritin.g: by the Host Agency. 1.3 Shared Agency may not assign or transfer this .Agreement to any other entity or agency,, including; by operation of law, without the prior written consent cf the Host Agency and Spillrpart, which shall not be unreasonably withheld, Section 2: Scope of Rights. 2.1 Shared Agency understands that, W.tiess otherwise agreed in writing by the parties, all assistance and support fa- r the SOUWale maybe obtained only through the Host Ageno. This Agreement does not entitle Share l:Agen :to any Spillman services beyond thelicense le wise the Software. 2.2 The warranty term for the Software is llmited40: the retaining warranty term granted underthe • Host Agency's License Agreement. Accepted and.Approved : Shared Agency: :See attached ;City- :of _ i ae ey Signature Page ey: Print J"tamet Thief. r Spiltitan :.f chnologi.est:Inc.. ;P t Name: Jeremy Rauttnait#s Title: Vibe President of Customer Set1/400a Date: PZ HostAgeiicy: \h/` Cry -tom `(-. Print Dame: / (74,14 N�ac City et Greeley Signature Page FOR SPILLMAN EI DUUSER LICENSE AGREENIENT A' TACHMVME.NT A Dated: this .: day of Deeerriber, 100. THE CITY OF :GREELEY=, COLORADO. APPROVED AVM SIIIISTAt Cf: .AVAILABILITY OF FUNDS! By. APPROVED AS TO LEGAL FORM SPILLMAN® COMPUTER SOFTWARE END -USER SUPPORT AGREEMENT Table of Contents Section 1: Definitions 1 Section 2: Eligibility For Support 1 Section 3: Scope of Services 2 Section 4: Services Not Covered by this Agreement 3 Section 5: Obligations of Customer 4 Section 7: Fees,Charges, Training, Conference 4 Section 8: Proprietary Rights 5 Section 10: Termination 5 Section 11: Miscellaneous 5 Section 12: Signatures 6 This Support Agreement ("Agreement") is made and entered into by and between: Spillman Technologies, Inc. ("Spillman") 4625 West Lake Park Blvd. Salt Lake City, Utah 84120 and Weld County Board of Commissioners ("Customer") 1150"O" St Greeley, CO 80631 SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL AN AUTHORIZED REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY CUSTOMER. WHEREAS, Spillman and Customer entered into that certain Computer Software End -User License Agreement (the "License Agreement") under which Customer obtained a non-exclusive, nontransferable license to use certain computer software in object code form and related user documentation (the "Licensed Program", as further defined in Section 1.5 below) on certain terms and conditions; WHEREAS, Spillman desires to offer Customer certain services with respect to the Licensed Program on the terms and conditions set forth herein: NOW THEREFORE, in consideration of these recitals and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1: Definitions For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms: 1.1 Coverage Hours. Twenty-four hours a day, seven days a week, including holidays. 1.2 Enhancement Any modification or addition that, when made or added to the Licensed Program, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Spillman may designate Enhancements as Minor or Major. Major Enhancements consist of (i) discrete software modules released for Customer usage and/or purchase subsequent to the date of execution of this Agreement and not already an existing part of the Customer's Licensed Program; and/or (in version upgrades designated by a change in the version number to the left of the decimal. All other Enhancements are classified as Minor Enhancements. 1.3 Error. Any failure of the Licensed Program to conform in all material respects to Its Product Specifications 1.4 Error Correction. Either a software modification or addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the Product Specifications, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of such nonconformity. 1.5 Licensed Program. One or more of the computer software modules and/or software interfaces developed by Spillman, as identified in one or more Purchase Agreement(s) between Spillman and the City of Greeley, Customer's predecessor in interest (the Purchase Agreement"), and which Is licensed to Customer pursuant to the License Agreement. The Licensed Program specifically excludes computer software not developed by Spillman, but that might be used in conjunction with the Spillman software; such as, word prorAckors, spreadsheets, terminal emulators, etc. The Licensed Program includes certain "Utilities", as that term is defined in Section 7.1 of the License Agreement. 1.6 Product Specification. Performance standards and descriptions to which Spillman guarantees the Licensed Program shall conform. Product Specifications are contained in, and comprised of, user manuals (written or electronic) and functional specifications for the Licensed Program as published from time to time by Spillman, subject to the exceptions set forth in Section 4. In addition, Product Specifications shall include any Product Specifications hereafter mutually agreed to in writing by Spillman and Customer and attached hereto. 1.7 Releases. New versions of the Licensed Program, including all Error Corrections and Enhancements. 1.8 Spillman Application Administrator. An agent of Customer who has been certified on the Licensed Program by Spillman, pursuant to the procedures set forth in Section 6, and is able to communicate effectively with Spillman support personnel in the description and resolution of problems associated with the Licensed Program. 1.9 Term. An initial period of fifteen (15) months (the 'Initial Term"), commencing on the date this Agreement is signed, together with any and all Renewal Terms. After the Initial Term, this Agreement shall automatically renew for successive periods of one year (each a "Renewal Term"), unless and until terminated pursuant to Section 10 hereof. In no event, however, shall the Term extend beyond the term of the License Agreement. 'Term" means the Initial Term together with all Renewal Terms. Annual Tenn" means the Initial Term or a Renewal Term. Section 2: Eligibility For Support 2.1 Spiliman's obligation to provide Services with respect to the Licensed Program may be terminated pursuant to Section 10 1 or suspended, at Spillman's discretion, if at any time during the Term of this Agreement any of the following requirements are not met: 2.1.1 Customer must have a valid License Agreement for the Licensed Program in effect at all times; 2.1.2 The Licensed Program must be operated on a hardware platform approved by Spillman; and 2.1.3 Customer must be current and in compliance with the payment schedule as agreed in the Purchase Agreement. 2.2 Spillman may require Customer to appoint a new Spillman Application Administrator if Spillman determines that the acting Spillman Application Administrator does not have the training or experience necessary to communicate effectveiy with Spillman support personnel. Section 3: Scope of Services During the Agreement Term, Spillman shall render the following services in support of the Licensed Program, during Coverage Hours: 3.1 Spillman shall maintain a Support Services Control Center during the Coverage Hours capable of receiving by telephone from the Spillman Application Administer or other individual listed by Customer in Appendix A, reports of any software irregularities, and requests for assistance In use of the Licensed Program. 3.2 Spillman shall maintain a trained staff capable of rendering support services set forth in this Agreement 3.3 Spillman may, from time to time, issue new Releases of the Licensed Program to its customers generally, containing Error Corrections, Minor Enhancements, and, in certain instances, if Spillman so elects, Major Enhancements. Spillman reserves the right to require additional license fees for Major Enhancements in order to cover the cost of (a) any pass -through fees from third parties, and/or (b) any modifications to the Licensed Program required due to events outside of Spillman's reasonable control (e.g., change in laws or regulations or changes in third party software or hardware required for use of the Licensed Program), where not charging an additional fee for the release would cause Spillman substantial financial hardship. Spillman shall. provide Customer with sufficient copies of each new Release for Installation on all elements of Customer's system including but not limited to all servers, including test servers, and databases, without additional charge. Spillman shall provide reasonable assistance to help Customer install and operate each new Release first on Customer's test server and then, after Customer approval and at an agreed upon date and time, on all elements of Customers system including, but not limited to, servers and databases. If such assistance is required to be provided at Customers facility, Customer may be subject to the supplemental charges set forth in Spillman's current Fee Schedule. 3.4 Spillman may, from time to time, issue software patches, enhancements, and updates to existing Releases of the Licensed Program. At least two weeks prior to the proposed installation of any patch or enhancement, Spillman shall submit a written document to the Designated Spillman Application Administrator detailing all proposed changes to the Licensed Program and associated databases, the impact of the changes on the Licensed Program and associated databases, and detailed patch or enhancement notes. Spillman shall not install any patch or enhancement without the prior approval of one of the following: (i) the Designated Spillman Application Administrator, or (0) the Director of Weld County Department of Public Safety Communications. Patches, enhancements, and updates shall be first installed on Customers test server. After Customer approval of the installation on the test server, Spillman shall install the patch, enhancement, or update on all elements of Customers.. system including, but not limited to, sewers and databases, at an agreed upon date and time. 3.5 Spillman shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customers requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report development), provided that such assistance, if agreed to be provided, may be subject to supplemental charges mutually agreed to in writing by Spillman and Customer. 3.6 Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Spillman by phone by Customer, or other individual(s) designated by Customer In Appendix A. Spillman shall, after verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction in accordance with this Section 3.7. Following completion of the Error Correction, Spillman shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction, and Spillman shall include the Error Correction in all subsequent Releases of the Licensed Program. Spillman supports two (2) versions back from the most recent Release (e.g. if the most recent Release is 6.1, then 6.1 and 2 prior Releases shall be supported). Spillman will use good faith efforts to develop Error Corrections in the two prior supported versions of the Licensed Program. 3.6.1 Spillman will initially categorize an Error according to priority level of the problem per the mutually agreed upon definitions below. While working with a Spillman Support Technician, Spillman and the Customer may mutually raise or lower the priority level of the Error, depending on the findings during problem investigation. A Priority Zero Level Error (P0) is a failure to meet Product Specifications that results in: o The Licensed Program or a core System Component (e.g., HUB, RMS, JMS, CAD) does not function; or o Loss of productive use of the Licensed Program or a core System Component. A Priority One Level Error (P1) is a failure to meet Product Specifications that results in: o Inability to use a module within a System Component; o A significant impact on the Licensed Program or a core System Component (i.e., HUB, RMS, JMS, CAD) use wherein an immediate workaround is not available; o Material data loss; or o Material data corruption. • A Priority Two Level Error (P2) is a failure to meet Product Specifications that results in productive, but incomplete, operation wherein a workaround is generally available. • A Priority Three Level Error (P3) is a minor failure to meet Product Specifications that results in 2 mainly cosmetic issues wherein workarounds or configurable options are available' 3.6.2. Spillman shall respond to and resolve Errors according to the Response Times and Resolution Standards as follows: Table 1: Error Priority Levels, Response Times and Resolution Targets Priority Response Time Resolution Target Level Zero (Critical) Mountain Time — Immediate After hours and holidays) — Within 30 minutes of notification 12 hours — Program code correction or a procedural work around (regardless of time ooff day reported) Level One (High) Within six hours of notification 48 hours — Program code correction or a procedural workaround identified Level Two (Medium) Within six business hours of notification Mutually agreeable resolution, which could be a program code correction in a future software release or a procedural workaround Level Three (Low) Within six business hours of notification Program code correction may or may not be provided in a future software release or other mutually acceptable resolution 3.6.3 Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Spillman in accordance with Spillman's standard reporting procedures. Spillman shall, after verifying that such an Error is present, initiate work in a diligent manner toward resolving the Error in accordance with the Resolution Target specified for the type of Error in Table 1. 3.6.4 For Level Zero and Level One Errors, if Spillman is not able to resolve the problem within the Resolution Target time specified above, upon Customer's request, Spillman shall provide onsite support at Customer's facility within 24 hours and at Spillman's sole expense. 3.7 All Spillman employees, representatives, and agents accessing Customer computer systems and/or the Licensed Program shall utilize user identifications and passwords unique to each such Spillman employee, representative, or agent and no universal user identification and/or passwords shall be utilized. 3.8 Spillman shag maintain the compatibility of the interface software modules listed in Purchase Agreement and all other aspects of the Licensed Program to versions of the interfaced third party software one release previous to the current third party software release (e.g. if the current third party software release is version 1.1, both 1.1 and 1.0 shall be compatible). Spillman shall provide thorough documentation for all interface software modules, configuration support, and training regarding interface software modules. 3.9 Spillman shall at the midpoint of each Annual Term of this Agreement meet with Customer in person or by phone to present a product road map of the Licensed Program describing ongoing and anticipated future development and enhancement of the Licensed Program. In addition, Spillman shall provide information regarding other Spillman products that may be of interest to Customer. 3.10 Customer may from time to time during the Tenn of this Agreement have audits conducted of Customer's Spillman system configuration and procedures. Asa result of such audits, Customer may request additional services and/or changes to the services set forth in this Agreement. Spillman will reasonably evaluate and respond to such requests. Any such changes or additional services must be agreed upon by the parties in writing. Where additional fees are charged by Spillman for additional services or changes to existing services, such fees must be mutually agreed to by the parties in writing. Section 4: Services Not Covered by this Agreement The services identified in this Section are specifically NOT covered by this Agreement. Spillman strongly recommends that Customer secure a separate support agreement with third party vendors for all non-Spiliman products. Spillman may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing. 4.1 Support for any third party products including hardware, or support for hardware failure due to the use of any third party vendor products. 4.2 Any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software. 4.3 Restoration and/or recovery of data files and/or the operating system. However, if a data loss is caused by Spillman personnel or the Licensed Program, Spillman will make its resources and personnel reasonably available to Licensee to assist with restoring the Licensed Program from a backup copy and other reasonable data recovery efforts. 4.4 Any breach of warranty, damages to the Licensed Program or its database, data corruption, or support issues, security issues, or performance issues arising out of Licensee's ora third party's use of the Utilities or any other software not specifically licensed by Spillman to Licensee for use in connection with the Licensed Program. Any assistance provided by Spillman in resolving such problems shall be charged to Customer on a time and materials basis. Additionally, any unauthorized use of the Utilities or other software in connection with the Licensed Program by Licensee (or by a third party with Licensee's knowledge) may result, at Spillman's sole option, in voidance of warranties, an increase in the annual maintenance and support fees under this Agreement, and/or loss of rights to upgrades under this Agreement. Customer acknowledges and agrees that it is not licensed to utilize the "write" or "update" features of the Utilities, as such use may damage the database or cause other problems with the operation of the Licensed Program. 4.5 Support for Licensed Program problems caused by Customer misuse, alteration or damage to the Licensed Program or Customer's combining or merging the Licensed Program with any hardware or software not supplied by or identified as compatible by Spillman, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, 3 humidity or temperature), or third party software or hardware malfunction. 4.6 Supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches. 4.7 Assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using versions of the operating system not supported by Spillman. Spillman will notify Customer when its support for any previously supported operating system is expiring. It is Customer's obligation to ask Spillman whether a different operating system or a new version of an operating system is supported by Spillman, before moving to such different or new operating system. 4.8 Printers connected to the back of terminals/personal computers (commonly called pass -through printing) or network printers are not supported by Spillman. Section 5: Obligations of Customer 5.1 Customers using the Spillman product must maintain and provide, at no cost to Spillman, broadband intemet connectivity for VPN connection purposes and a Cisco 1811 integrated services router and data set, or equivalent LAN to LAN, connected directly to customer's network, with full access to the server (24 hours per day, 7 days per week) that is used with the Licensed Program. 5.2 A representative of Customer's IT department must be present when any on -site support is provided. Customer agrees that if such representative is not present when the Spillman representative arrives on site, the Spillman representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for all expenses incurred and relating to the visit 5.3 All communications between Customer and Spllman must be in the English language. 5.4 Customer Is responsible for providing one or more qualified Spillman Application Administrators as described in Section 6. At least one Spillman Application Administrator must be available at all times (however, after-hours availability is required only when and if Customer is requesting after-hours support from Spillman). 5.5 Customer is responsible for providing all network and server security. 5.6 Customer must provide Spillman with information sufficient for Spillman to duplicate the circumstances under which an Error in the Licensed Program became apparent. Section 6: Spillman Application Administrator Requirements 6.1 The designated Spillman Application Administrator must be certified by Spillman within one year of the agency's go -live date of the Licensed Program. The designated administrator must meet the following requirements in order to certify at the basic level: 6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses: i. System Introduction — Inquiry, ii, System Introduction — Data Entry & Modification, M. Unix Fundamentals Training (AIX, or HP-UX), iv. Basic System Administration, and v. Spillman training applicable for the Spillman applications used by Customer. 6.1.2 Pass the Basic SPA exam, 6.2 Customer will be responsible for the costs of such training, including any course fees, travel and lodging expenses. 6.3 Contact information for the Spillman Application Administrator(s) must be recorded in Appendix A of this Agreement, attached hereto and incorporated herein. Appendix A must be signed by an authorized representative of Customer. Changes to the information recorded in Appendix A will require that a new Appendix A be completed, signed and filed with Spillman. 6.4 Requests for support services received by anyone other than a Spillman Application Administrator as identified in the current Appendix A on file with Spillman, or other' individuals) designated by Customer and on file with Spillman, shall be refused. 6.5 Each designated Spillman Application Administrator must be qualified to address, or have other support resources to address, without the aid of Spillman, all problems relating to hardware, software or operating system not directly associated with the Licensed Program. Section 7: Fees, Charges, Training, Conference 7.1 Customer shall pay Spillman the Support Fee, as set forth in the Purchase Agreement, and any other charges or fees described herein. Subsequent to the set Support Fee for years t through 5 set forth in the Purchase Agreement, Spillman reserves the right to change its Support Fee for the subsequent contract year upon no less than 90 days prior written notice to Customer. Additionally, adjustments to Support Fees may result from changes in (1) software prices, (2) number of software modules used, (3) an increase in Customer's size, (4) computer hardware, (5) Coverage Hours selected by Customer, or (6) violation of the restrictions set forth in Section 4.4 of this Agreement. 7.2 Spillman shall invoice Customer for annual Support Fees at the beginning of each contract year. In the event that additional billable work is performed, all billable charges and expenses will be Invoiced to Customer at the beginning of the month following the month in which they accrued or were incurred. Customer shall pay the invoiced amounts within sixty (60) days after receipt of such invoices. Where payments owed to Spillman are not paid when due, Spillman will give Customer written notice of the payment default Customer agrees to use all reasonable efforts to have payment made to Spillman as soon as reasonably feasible, including working with appropriate Spillman, county, and/or state personnel to seek to overcome any issues or disputes delaying the payment. If Customer is making such efforts diligently and in good faith and, in the case of disputed charges, Customer is reasonably negotiating with Spillman in an effort to resolve the dispute amicably, Spillman will not terminate this Agreement or suspend its performance hereunder unless and until payment is four (4) months past due, at which time Spillman may, upon seven (7) days prior written notice, suspend is performance of support and other services provided under this Agreement or terminate this Agreement upon written notice.. 7.3 Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, 4 communications interfaces, networks and other products necessary to operate the Licensed Program. 7.4 Should Customer request onsite support services apart from ensile support services described in Section 3.6.4 of this Agreement, Customer may be required to reimburse Spillman for labor,- travel, and related expenses incurred by Spillman in providing such support services. Such reimbursement shall be mutually agreed upon by both parties in writing prior to Spillman deploying personnel for onsite support. 7.5 Spillman will provide Customer and Shared Agencies with three weeks or sessions of training each Annual Term. Training may include site audits and analysis, end user training and/or administrator training. 7.6 Spillman will allocate the amount of $4,500 from Customer's Support Fees each Annual Term toward Spillman's users' conference fees and costs. Spillman will also provide Customer with five (5) free users' conference passes each Annual Term, for use by Customer's or a Shared Agency's personnel. Prepaid training fees may also be used for additional passes to Spillman's annual users' conference (travel expenses for users conference passes are not included). Section 8: Proprietary Rights 8.1 All Releases and any other Spillman software or materials provided by Spillman to Customer hereunder shall be deemed part of the Licensed Program and are licensed to Customer pursuant to the terms and conditions of the License Agreement. 8.2 The Licensed Program and all Releases thereto are and shall remain the sole property of Spillman, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Spillman for the use of the work product. Customer agrees, from time to time, to take such further action and execute any further instrument, including documents of assignment or acknowledgment, as may be reasonably requested by Spillman in order to establish and perfect its exclusive ownership rights. Customer shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Customer at the time of its delivery or on -site development Customer agrees to provide Spillman with copies of such works upon request. Section 9: Disclaimer of Warranty; Limitation of Liability; Legal Action Time 9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE LICENSED PROGRAM, RELEASES, AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES WHATEVER, HOWEVER CAUSED, EVEN IF SPILLMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The cumulative liability of Spillman to Customer for all claims arising in connection with this Agreement shall not exceed the total fees and charges paid to Spillman by Customer under this Agreement within the most recent 12 -month period from the date the cause of action arose. 9.3 No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the performance of services under this Agreement, may be brought by either party more than three (3) years after such cause of action occurred. However, action for nonpayment may be brought within two (2) years the date of the last payment was received by Spillman. Section 10: Termination 10.1 This Agreement shall automatically terminate immediately upon termination of the License Agreement for any reason. 10.2 Either party may terminate this Agreement upon 80 days prior written notice, ifthe other party has materially breached any provision of this Agreement and the offending party has not cured such breach within the 60 -day notice period. 10.3 Either party may terminate this Agreement at any time, with or without cause, by providing a written notice to the other party of Its intent to terminate the Agreement at the end of such Annual Term. Licensee must give such termination notice at least 30 days prior to the end of the then current Annual Term; Spillman must give such notice at least six (6) months prior to the end of the current Annual Term. Notwithstanding the foregoing, Spillman will not terminate this Agreement without cause until at least five (5) years from the Effective Date of this Agreement. 10.4 Following termination of this Agreement, Spillman shall immediately invoice Customer for all accrued fees, charges, and reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice. The License Agreement shall automatically terminate at the same time as termination of this Agreement, and Customer shall promptly return to Spillman the Licensed Program and all related documentation and materials, including all Releases, work and materials provided by Spillman hereunder. Section 11: Miscellaneous 11.1 Spillman and Customer acknowledge that they have read this Agreement in its entirety and understand and agree to be bound by its terms and provisions. Spillman and Customer further agree that this Agreement is the complete and exclusive statement of agreement of the parties with respect to the subject matter hereof and that this Agreement supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between Spillman and Customer with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by the parties hereto. 11.2 In the event that any term or provision of this Agreement is held invalid, illegal, or unenforceable, it shall be severed and the remaining terms and provisions shall be enforced to the maximum extent permitted by applicable law. 11.3 Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party, except to a successor of all or substantially all of its business and assets. 11.4 The waiver by either party of any term or provision of this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement. 11.5 This Agreement will be governed by the laws of the state of 5 Colorado, not including conflicts of laws provisions. For legal actions between the parties to this Agreement, the parties hereby submit to the exclusive jurisdiction and venue of Weld County, Colorado, for state court matters, and the nearest federal courts to Weld County, Colorado, and within Colorado, with respect to federal court matters. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees from the other party. 11.6 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with provisions for a receipt. 11.7 It Is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an Incidental beneficiary only. 11.8 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§ 24-10-101 et seq., as applicable now or hereafter amended. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. Section 12: Signatures Accepted and Approved: Customer By: /. Print Name: William F. Garcia TioeChair, Board of Weld County Commissioners DEC 1 8 2013 Date: Spillrna B' Pr irAt Nama: AA rS at gnat i Title: 7c4 (aA_ineat-wer Date: re/m/,3 6 O81333'7 Appendix A to Spillman Support Agreement with Weld County, CO Date: December 10, 2013 Weld County Spillman Application Administrator: Mike Stearns mstearnsco.weld.co.us (970) 356-4000, ext. 2547 Weld County Personnel Approved to Make Support Requests: Russ Butler Aleksei Churyk Dan Huerter Josh Jenkins Tom Morgan Steve Miclean Troy Puchan City of Greeley Personnel Approved to Make Support Requests Related to RMS Only*: Rosemary Loper Krista Tharp Susan Johnson Josh Thimgan *It is the responsibility of Weld County and Greeley to ensure that Greeley personnel only make RMS related support calls. Hello