HomeMy WebLinkAbout20121066.tiff •
COMPAS LICENSING AGREEMENT
This Agreement is made and entered into this a"l day of )owl , 2012 (the "Effective
Date") by and between NORTHPOINTE INC. a Delaware Corporation, herein referred to as
"Northpointe, or "Licensor", having its principal place of business at 1764 Forest Ridge Dr.,
Traverse City, MI 49686 and Weld County Sheriff's Office, herein referred to as "AGENCY" or
"LICENSEE", having its principal place of business at 2110 O Street, Greeley, CO 80631.
Agency contact is Commander Richard Wayman and phone number 970-304-6550, Ext. 2990.
WHEREAS, Northpointe markets and owns certain systems and software and/or is otherwise
legally authorized to distribute other third-party software; and
WHEREAS, Northpointe has proposed to license its COMPAS System (hereafter "COMPAS" or
"COMPAS System") to and for the AGENCY under the terms and conditions of this Agreement;
and
WHEREAS, Northpointe has also proposed to perform certain other services related to the
COMPAS System, as further described and provided for in this Agreement.
NOW, THEREFORE,the parties agree as follows:
1. LICENSE AND USE
1.1 License. Subject to the terms and conditions of this Agreement, including without
limitation the AGENCY's payment of all applicable License Fees (as defined below),
Northpointe hereby grants to the AGENCY and the AGENCY hereby accepts from
Northpointe a nonexclusive, nontransferable license, without the right to grant
sublicenses, to use the COMPAS System, in executable code form only, for the
number of concurrent users for which the AGENCY has paid the applicable License
Fees, in accordance with this Agreement, the user manuals provided to the AGENCY
with the COMPAS System in either electronic, online help files or hard copy format
("Documentation") and the limitations set forth in Exhibit A, if any, solely for the
AGENCY's intemal business purposes.
1.2 Restrictions. The AGENCY acknowledges that the COMPAS System and the
structure, organization, and source code thereof constitute valuable trade secrets of
Northpointe. Accordingly, except as expressly permitted in Section 1.1 or as
otherwise authorized by Northpointe in writing, the AGENCY will not, and will not
permit any third party to (a) modify, adapt, alter, translate, or create derivative works
from the COMPAS System; (b) sublicense, lease, rent, loan, sell, distribute, make
available or otherwise transfer the COMPAS System to any third party, (c) reverse
engineer, decompile, disassemble, or otherwise attempt to derive the source code for
the COMPAS System; or (d) otherwise use or copy the COMPAS System except as
expressly allowed under Section 1.1 above. The AGENCY may make one (1) copy of
the COMPAS System solely as necessary for archival or backup purposes.
1.3 Additional Materials. Unless otherwise expressly agreed to by the parties, the
AGENCY shall provide and obtain for itself all hardware, software, services and
technology necessary to operate the COMPAS System not owned or provided by
Northpointe.
1orj 2, On
"a 5 i 3 ()erux„ articlit,
tt . S� 2012-1066
3 4-O/a_
N - a5-/-) SC 0033
2. DELIVERY, ACCEPTANCE AND INSTALLATION
2.1 Delivery and Acceptance. If Northpointe is not hosting the COMPAS System for the
AGENCY as provided in Section 4, Northpointe will deliver the COMPAS System to
the AGENCY in accordance with the AGENCY's reasonable instructions. The
COMPAS System will be deemed accepted upon delivery.
2.2 Installation. Unless otherwise agreed to and set forth on Exhibit A, the AGENCY is
responsible for installing the COMPAS System in accordance with the
Documentation. The AGENCY will place the COMPAS System on an AGENCY,
county-wide network or internet website accessible by all concurrent users for which
the AGENCY has paid the applicable License Fees.
2.3 Customization. Optional customization of the COMPAS System for the AGENCY
("Customization") may be performed by Northpointe upon request of the AGENCY.
Additional costs for Customization will be agreed upon by the AGENCY and
Northpointe.
3. MAINTENANCE AND SUPPORT: TRAINING: SERVICES
3.1 Maintenance and Support. Subject to the terms and conditions of this Agreement,
including without limitation the AGENCY's payment of all applicable Maintenance and
Support Fees (as defined below), Northpointe will provide the AGENCY with those
maintenance and support services for the COMPAS System described on Exhibit B
("Maintenance and Support Service?).
3.2 Training. Subject to the terms and conditions of this Agreement, Northpointe will
provide the AGENCY with training services related to the COMPAS System as
described on Exhibit A. Notwithstanding any training services provided to the
AGENCY under this Agreement, Northpointe will not be liable for the AGENCY's use
of the COMPAS System or any information obtained thereby, including any use that
may be in violation of any laws or regulations.
3.3 Additional Services. Subject to the terms and conditions of this Agreement,
Northpointe will provide the AGENCY with those additional services described on
Exhibit A, if any ("Additional Services"). The AGENCY will pay Northpointe the fees
set forth on Exhibit A for any such Additional Services.
4. HOSTING
If the AGENCY desires that Northpointe host the COMPAS System, then Northpointe will
provide those resources necessary to host the COMPAS System for the AGENCY and
provide certain related services as described on Exhibit C("Hosting Services") to enable
the AGENCY to utilize the COMPAS System pursuant to this Agreement. The minimum
term for the provision of any Hosting Services provided under this Agreement shall for a
period of twelve (12) months. After the expiration of such twelve (12) month period, the
Hosting Services will be provided on a month-to-month basis and the AGENCY may
cancel the Hosting Services and utilize the COMPAS System on-premise at any time by
providing Northpointe with at least thirty (30) days prior written notice.
2
5. FEES AND PAYMENT SCHEDULE
5.1 Fees. The AGENCY will pay Northpointe the license fees set forth on Exhibit A
("License Fees"). All License Fees are non-refundable. The AGENCY will pay the
fees for Maintenance and Support Services as set forth on Exhibit A ("Maintenance
and Support Fees") and the fees set forth on Exhibit A for any Additional Services.
5.2 Payment. Unless otherwise expressly provided in this Agreement, the AGENCY
agrees to pay Northpointe within thirty (30) calendar days after the date of any invoice
from Northpointe. License Fees and Maintenance and Support Fees will be billed in
full thirty (30) calendar days before the start of each new contract year. Fees for any
Additional Services will be billed as set forth on Exhibit A. Fees exclude, and the
AGENCY will make all payments of fees to Northpointe free and clear of, all
applicable sales, use, and other taxes and all applicable export and import fees,
customs duties and similar charges. Northpointe may charge interest on all late
payments equal to one and one-half percent (1'1%) per month or the maximum rate
permitted by applicable law, whichever is less, from the due date until paid. All
payments will be sent to:
Northpointe, Inc.
P. O. Box 203288
Dallas, TX 75320-3288
5.3 Records and Reports. At all times during the term of this Agreement, and for at
least three (3) years after any termination of this Agreement, the AGENCY will
maintain complete and accurate records of all usage of the COMPAS System, and all
other data reasonably necessary for verification of the AGENCY's compliance with
the terms and conditions of this Agreement.
5.4 Audit Rights. Upon ten (10) days written prior notice, Northpointe will have the right
to have an independent audit firm inspect the AGENCY's records relating to the
AGENCY's use of the COMPAS System, and access and query the AGENCY's
equipment on which the COMPAS System is operating, in order to verify the
AGENCY's compliance with the terms and conditions of this Agreement. The audit
will be performed during the AGENCY's normal business hours. The.costs of the
audit will be paid by Northpointe, unless the audit reveals that the AGENCY has (i)
failed to strictly comply with the restrictions set forth in Section 1 or (ii) underpaid the
amounts owed to Northpointe by five percent (5%) or more, in which case the
AGENCY will reimburse Northpointe for all reasonable costs and expenses incurred
by Northpointe in connection with such audit. The AGENCY will promptly pay to
Northpointe any amounts shown by any such audit to be owing plus interest as
provided in Section 5.2. Such audits will be conducted no more than once in any
period of six (6)consecutive months.
6. TERM AND TERMINATION
6.1 Term. The term of this Agreement IS FOR ONE YEAR AND shall begin on the
Effective Date, as provided for above. THIS AGREEMENT SHALL AUTOMATICALLY
RENEW FOR ADDITIONAL ONE YEAR PERIODS SUBJECT TO ANY MUTUALLY
AGREED CHANGES IN SERVICES AND/OR FEES, UNLESS THIS AGREEMENT
3
IS TERMINATED OR NOTICE OF TERMINATION IS GIVEN, AS SET FORTH IN
THIS ARTICLE. UPON EACH SUBSEQUENT RENEWAL OF THIS AGREEMENT,
THE PARTIES SHALL NEGOTIATE ANY CHANGES IN SERVICES AND/OR FEES
STARTING PRIOR TO SIXTY DAYS BEFORE THE END OF A CONTRACT YEAR.
EITHER PARTY MAY CHOOSE TO TERMINATE THE AGREEMENT FOR ANY
REASON AT THE END OF A CONTRACT YEAR BY GIVING SIXTY DAY PRIOR
NOTICE OF SUCH INTENT.
6.2 Termination. Either party shall have the right to terminate this Agreement if the other
party is in material default hereunder, which default cannot be cured, or which being
capable of cure has not been cured within sixty (60) calendar days of the non-
breaching party's written notice of such default or such additional cure period as the
non-breaching party may authorize.
6.3 Effects of Termination. Upon termination or expiration of this Agreement for any
reason, any amounts owed to Northpointe under this Agreement before such
termination or expiration will be immediately due and payable, all licensed rights
granted in this Agreement will immediately cease to exist, and the AGENCY must
promptly discontinue all use of the COMPAS System, erase all copies of the
COMPAS System from the AGENCY's computers, and retum to Northpointe or
destroy all copies of the COMPAS System, Documentation and other Northpointe
Confidential Information in the AGENCY's possession or control. Sections 1.2, 3.2,
5.2, 5.3, 5.4, 6.3, 7, 8.2, 9, 10, 11 and 12, together with any accrued payment
obligations, will survive expiration or termination of this Agreement for any reason.
7. PROPRIETARY RIGHTS
7.1 Northpointe's Rights. The AGENCY acknowledges and agrees that the COMPAS
System, Documentation and any Customization of the COMPAS System, and all
worldwide copyrights, trademarks, service marks, trade secrets, patents, patent
applications, know-how, moral rights, contract rights, and other proprietary rights
therein, are the exclusive property of Northpointe and its suppliers and that this
Agreement grants the AGENCY no title or right of ownership in the COMPAS System,
Documentation and any Customization of the COMPAS System. All rights in and to
the COMPAS System, Documentation and any Customization of the COMPAS
System not expressly granted to the AGENCY in this Agreement are reserved by
Northpointe and its suppliers. The AGENCY agrees not to remove or destroy any
proprietary markings or proprietary legends placed upon or contained within the
COMPAS System, Documentation, any Customization of the COMPAS System, or
any related materials.
7.2 AGENCY's Rights. The AGENCY retains all right, title and interest in and to the
AGENCY Data, and Northpointe acknowledges and agrees that it neither owns nor
acquires any additional rights in and to the AGENCY Data not expressly granted by
this Agreement. "AGENCY Data" means the data and content provided by the
AGENCY in the course of the AGENCY's use of the COMPAS System in accordance
with this Agreement.
4
8. WARRANTY: DISCLAIMER
8.1 Warranty. Northpointe hereby warrants that it is either the sole owner of all right,
title and interest in and to, or is authorized to license to the AGENCY, the COMPAS
System being provided to the AGENCY under this Agreement.
8.2 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED FOR IN SECTION 8.1,
NORTHPOINTE MAKES NO WARRANTIES, EITHER EXPRESS, IMPLIED OR
STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, THE CONDITION OF THE COMPAS SYSTEM, ITS
MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WHICH ARE HEREBY
DISCLAIMED. NORTHPOINTE DOES NOT WARRANT THAT THE AGENCY'S
USE OF THE COMPAS SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED.
EXCEPT FOR THE EXPRESS WARRANTY STATED IN SECTION 8.1. Northpointe
further disclaims any responsibility for claims arising from agency's use of the
compas system, or any information obtained thereby, or any intentional misconduct
or negligence of the agency, its employees, officers, affiliates, agents, and
representatives.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL NORTHPOINTE BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY
LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE), EVEN IF NORTHPOINTE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. NORTHPOINTE'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT AND THE COMPAS SYSTEM, WHETHER
IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF
FEES PAID TO NORTHPOINTE DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. The AGENCY
acknowledges that these limitations reflect the allocation of risk set forth in this
Agreement and that Northpointe would not enter into this Agreement without these
limitations on its liability, and the AGENCY agrees that these limitations shall apply
notwithstanding any failure of essential purpose of any limited remedy. In addition,
Northpointe disclaims all liability of any kind of Northpointe's licensors and suppliers.
10. INDEMNIFICATION
10.1 Indemnity by Northpointe. Northpointe will defend at its own expense any action
against the AGENCY brought by a third party to the extent that the action is based
upon a claim that the COMPAS System infringes any U.S. patents or any copyrights
or misappropriates any trade secrets of a third party, and Northpointe will pay those
costs and damages finally awarded against the AGENCY in any such action that
are specifically attributable to such claim or those costs and damages agreed to in a
monetary settlement of such action. The foregoing obligations are conditioned on
the AGENCY (a) notifying Northpointe promptly in writing of such action, (b) giving
Northpointe sole control of the defense thereof and any related settlement
5
negotiations, and (c)cooperating and, at Northpointe's request and expense,
assisting in such defense. If the COMPAS System becomes, or in Northpointe's
opinion is likely to become, the subject of an infringement claim, Northpointe may,
at its option and expense, either (i) procure for the AGENCY the right to continue
using the COMPAS System, (ii) replace or modify the COMPAS System so that it
becomes non-infringing, or(iii) accept retum of the COMPAS System, terminate this
Agreement upon written notice to the AGENCY and refund the AGENCY the
License Fees paid for the COMPAS System upon such termination, computed
according to a thirty-six (36) month straight-line amortization schedule beginning on
the Effective Date. Notwithstanding the foregoing, Northpointe will have no
obligation under this Section 10.1 or otherwise with respect to any infringement
claim based upon (a) any use of the COMPAS System not in accordance with this
Agreement or for purposes not intended by Northpointe, (b)any use of the
COMPAS System in combination with other products, equipment, software, or data
not intended by Northpointe to be used with the COMPAS System (c)any use of
any release of the COMPAS System other than the most current release made
available to the AGENCY, or (d) any modification of the COMPAS System by any
person other than Northpointe or its authorized agents or subcontractors. THIS
SECTION 10.1 STATES NORTHPOINTE'S ENTIRE LIABILITY AND THE
AGENCY'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND
ACTIONS.
11. CONFIDENTIALITY
11.1 Confidential Information. Each party (the "Disclosing Party") may from time to
time disclose to the other party (the "Receiving Party") certain information regarding
the business of the Disclosing Party and its suppliers, including technical,
marketing, financial, employee, planning, and other confidential or proprietary
information (Confidential Information"). Any information that the Receiving Party
knew or should have known, under the circumstances, was considered confidential
or proprietary by the Disclosing Party will be considered Confidential Information of
the Disclosing Party. The COMPAS System, including without limitation any
routines, subroutines, directories, tools, programs, or any other technology included
therein, shall be considered Northpointe's Confidential Information.
11.2 Protection of Confidential Information. The Receiving Party will not use any
Confidential Information of the Disclosing Party for any purpose not expressly
permitted by this Agreement, and will disclose the Confidential Information of the
Disclosing Party only to the employees or contractors of the Receiving Party who
have a need to know such Confidential Information for purposes of this Agreement
and who are under a duty of confidentiality no less restrictive than the Receiving
Party's duty hereunder. The Receiving Party will protect the Disclosing Party's
Confidential Information from unauthorized use, access, or disclosure in the same
manner as the Receiving Party protects its own confidential or proprietary
information of a similar nature and with no less than reasonable care.
11.3 Exceptions. The Receiving Party's obligations under Section 11.2 with respect to
any Confidential Information of the Disclosing Party will terminate if such
information: (a)was already known to the Receiving Party at the time of disclosure
by the Disclosing Party; (b)was disclosed to the Receiving Party by a third party
who had the right to make such disclosure without any confidentiality restrictions;
6
(c) is, or through no fault of the Receiving Party has become, generally available to
the public; or (d)was independently developed by the Receiving Party without
access to, or use of, the Disclosing Party's Confidential Information. In addition, the
Receiving Party will be allowed to disclose Confidential Information of the Disclosing
Party to the extent that such disclosure is (i) approved in writing by the Disclosing
Party, (ii) necessary for the Receiving Party to enforce its rights under this
Agreement in connection with a legal proceeding; or (iii) required by law or by the
order of a court of similar judicial or administrative body, provided that the Receiving
Party notifies the Disclosing Party of such required disclosure promptly and in
writing and cooperates with the Disclosing Party, at the Disclosing Party's request
and expense, in any lawful action to contest or limit the scope of such required
disclosure.
11.4 Return of Confidential Information. The Receiving Party will return to the
Disclosing Party or destroy all Confidential Information of the Disclosing Party in the
Receiving Party's possession or control and permanently erase all electronic copies
of such Confidential Information promptly upon the written request of the Disclosing
Party upon the expiration or termination of this Agreement. Upon request from the
Disclosing Party, the Receiving Party will certify in writing signed by an officer of the
Receiving Party that it has fully complied with its obligations under this Section 11.4.
11.5 Confidentiality of Agreement. Neither party will disclose any terms of this
Agreement to anyone other than its attorneys, accountants, and other professional
advisors except (a) as required by law or(b) pursuant to a mutually agreeable press
release or (c) in connection with a contemplated transfer of such party's business
permitted by Section 12.2 (provided that any third party to whom the terms of this
Agreement is to be disclosed signs a confidentiality agreement reasonably
satisfactory to the other party).
12. GENERAL PROVISIONS
12.1 Notices. All notices, requests, demands, or other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when mailed by certified mail, return receipt requested, or delivered
in person to whom it is to be given at the addressed set forth above or to such other
addresses as a party may designate pursuant to this notice provision. Any notice
given shall be deemed to have been received on the date on which it is delivered
personally or if mailed, on the third business day following the mailing thereof.
12.2 Assignment. Neither the AGENCY nor Northpointe may assign or transfer, by
operation of law or otherwise, any of its rights under this Agreement (including the
license rights granted to the AGENCY to the COMPAS System), in whole or in part,
to any third party, without prior written approval of the other party, which shall not
unreasonably be withheld or delayed; except that Northpointe may assign this
Agreement, without consent, to any successor to all or substantially all its business
or assets to which this Agreement relates, whether by merger, sale of assets, sale
of stock, reorganization or otherwise. Any attempted assignment or transfer in
violation of the foregoing will be null and void.
12.3 Entire Agreement. This Agreement and the exhibits and schedules attached
hereto constitute the entire agreement of the parties with respect to the subject
matter hereof, and this Agreement supersedes all previous agreements, whether
7
written or oral and all negotiations as well as any previous agreements presently in
effect between the Provider and the Agency relating to the subject matter hereof.
There shall be no modification, rescission, waiver, release or amendment of any
provision of this Agreement, except by an express written amendment to this
Agreement signed by authorized representatives of each of the parties hereto, and
for the AGENCY by same person or persons, or their successors and/or expressly
authorized designee(s), who signs the original Agreement. The terms of any
purchase order or similar document submitted by the AGENCY to Northpointe will
have no effect.
12.4 Jurisdiction and Venue. This Agreement shall be governed by the laws of the
State of Delaware, without regard to its principles of conflicts of law.
12.5 Compliance with Laws. The AGENCY shall comply with all applicable export and
import control laws and regulations concerning its use of the COMPAS System and,
in particular, the AGENCY will not export or re-export the COMPAS System without
all required government licenses and the AGENCY agrees to comply with the export
laws, restrictions, national security controls and regulations of all applicable foreign
agencies or authorities. The AGENCY agrees to defend, indemnify, and hold
harmless Northpointe from and against any violation of any applicable laws or
regulations by the AGENCY or any of its agents, officers, directors, or employees.
12.6 Force Majeure. Except for any payment obligations, neither party shall be liable
hereunder by reason of any failure or delay in the performance of its obligations
hereunder for any cause which is beyond the reasonable control of such party.
12.7 U.S. Government End Users. If the AGENCY is a branch or agency of the United
States Government, the following provision applies. The COMPAS System is
comprised of "commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to the
Government (a) for acquisition by or on behalf of civilian agencies, consistent with
the policy set forth in 48 C.F.R. 12.212; or(b)for acquisition by or on behalf of units
of the Department of Defense, consistent with the policies set forth in 48 C.F.R.
227.7202-1 and 227.7202-3.
12.8 Remedies. Except as provided in Section 10.1, the parties' rights and remedies
under this Agreement are cumulative. The AGENCY acknowledges that the
COMPAS System contains valuable trade secrets and proprietary information of
Northpointe, that any actual or threatened breach of Section 1 will constitute
immediate, irreparable harm to Northpointe for which monetary damages would be
an inadequate remedy, and that injunctive relief is an appropriate remedy for such
breach. If any legal action is brought by Northpointe to enforce this Agreement, the
prevailing party will be entitled to receive its attomeys' fees, court costs, and other
collection expenses, in addition to any other relief it may receive.
12.9 Waivers. All waivers must be in writing. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not be deemed a waiver of any
other provision or of such provision on any other occasion.
8
12.10 Severability. If any provision of this Agreement is unenforceable, such provision
will be changed and interpreted to accomplish the objectives of such provision to
the greatest extent possible under applicable law and the remaining provisions will
continue in full force and effect.
12.11 Construction. The headings of Sections of this Agreement are for convenience
and are not to be used in interpreting this Agreement. As used in this Agreement,
the word "including" means "including but not limited to."
IN WITNESS WHEREOF, the Northpointe designated agent whose signature appears below,
hereby warrants that he has been authorized to execute this Agreement on behalf of
Northpointe and herelly accepts a�ggd� b�ii�nds Northpointe to the terms and conditions of this
Agreement on this /7 day of ftiV'�jf—, 2012.
N RTHP NTE INC.
• By: P�
Sean P. Conway
Title: C.f'1• Title: Char. Jjoard of Weld County
"qq q Commissioners
v Date: // I/l1' Date: APR 2 32012
For the purposes of billing please include the appropriate contact name, address and phone
!/number if different from above:
�( Contact Name: Weld County, co-lot-nth,
Address: P.O. Box 758 Greeley, Colorado 80632
Phone: 970-336-7240
9
o?C/, - //W
Exhibit A
COMPAS System and Fees
COMPAS System: The AGENCY shall be entitled to use the COMPAS System set forth below
in accordance with the terms and conditions of the Agreement, including without limitation, the
restrictions indicated in this Exhibit.
License Fees: The License Fees for the COMPAS System as of the Effective Date are listed
below. The License Fees will be negotiated each year based on the number of concurrent users
and the package of product modules provided.
Maintenance and Support Fees: The Maintenance and Support Fees are annual fees that are
payable in advance for each contract year in which Maintenance and Support Services are to be
provided in accordance with the payment terms set forth in the Agreement. The Maintenance
and Support Fees for each contract year are based on a percentage of the License Fees as
listed below.
[Additional Services Fees: Insert payment terms for fees for any Additional Services here]]
License:
Annual COMPAS Unlimited Use License $2,250
Ad Hoc Report Generator 2 User License $100
Maintenance and Support Services:
COMPAS Maintenance and Support $ 423
Additional Services:
Annual Hosting Fee: $2,400
Total Fees $5,173
10
Exhibit B
Maintenance and Support Services
1.1 Northpointe, or its agents, shall provide support and maintenance services as
described in this Exhibit B ("Maintenance and Support Services") for the COMPAS
System. In consideration of the Maintenance and Support Services provided for in
this Exhibit B, the AGENCY shall pay to Northpointe the Maintenance and Support
Fees as set forth on Exhibit A. The Maintenance and Support Fees shall allow the
AGENCY to access Northpointe's [telephone] services and support during normal
business hours (8:00 A.M. - 5:00 P.M., E.S.T.) on a 5 day per week basis excluding
major holidays ("Maintenance and Support Hours"). [Emergency maintenance may
be accessed after normal business hours through Northpointe's established paging
service available by dialing Northpointe's main office number] The initial term for
the provision of Maintenance and Support Services will begin on the Effective Date
and continue for a period of one (1) year, unless the Agreement is terminated in
accordance with its terms. Upon expiration of the initial term, the provision of
Maintenance and Support Services will automatically renew on the anniversary of
the Effective Date for additional one (1) year renewal terms, unless the AGENCY
provides Northpointe with written notice of the AGENCY'S intent not to renew the
Maintenance and Support Services no later than sixty (60) days prior to the next
anniversary of the Effective Date. The AGENCY may reinstate Maintenance and
Support Services that have been terminated or allowed to lapse, by payment of a
"Reinstatement Fee" equal to the Maintenance and Support Fees that would
otherwise have been applicable (pursuant to this Agreement)for the period between
the effective date of termination of Maintenance and Support Services and the
effective date of reinstatement, plus, the annual Maintenance and Support Fees
then applicable and commencing upon the effective date of reinstatement..
1.2 Northpointe will provide the following Maintenance and Support Services to the
AGENCY:
1.2.1 Technical services for the correction of any errors or malfunctions of the
COMPAS System and interfaces;
1.2.2 Support of COMPAS System upgrades
1.2.3 Maintain the operational quality of the COMPAS System, and supply
customization as agreed upon from time to time for the additional fees agreed
upon by the parties;
1.2.4 Provide assistance to the AGENCY in solving immediate problems, and to
provide ongoing program support; and
1.2.5 Provide user guidance based upon updates to the COMPAS System provided by
Northpointe.
1.3 Additional services may be provided in Northpointe's reasonable discretion, at
Northpointe's then-current time and material rates, and shall also be subject to the
11
terms of this Agreement. No such services shall be provided nor shall the AGENCY
be liable for the cost of any such additional services without prior written
authorization from the AGENCY. Such services may also include but are not limited
to:
1.3.1 Necessary or requested on-site special services needs; these services may be
provided when service can be scheduled at the AGENCY's site by Northpointe
personnel. These services will be on a chargeable basis to the AGENCY for
actual time, plus travel expense;
1.3.2 Additional training of the AGENCY's personnel.
1.3.3 Maintenance and Support Services beyond the scope of this Agreement, including
services outside of the Maintenance and Support Hours.
1.4 Exceptions.
1.4.1 Inquiries related to its interpretation of results or configuration decisions based on
AGENCY policies and or procedures are NOT included in the Maintenance and
Support Services. Additional consulting and or training services can be provided
at additional cost to cover these discussions.
1.4.2 Northpointe will provide the Maintenance and Support Services only for the most
current release and the immediately preceding major release of the COMPAS
System. Northpointe may elect to cease supporting a platform upon twelve (12)
months notice to the AGENCY. Northpointe shall have no responsibility under
this Agreement to fix any errors in the COMPAS System arising out of or related
to the following causes: (a) the AGENCY's modification or combination of the
COMPAS System (in whole or in part), (b) use of the COMPAS System in an
environment other than any hardware and operating system platform which
Northpointe supports for use with the COMPAS System ("Supported
Environment"); or (c) hardware problems. Any corrections performed by
Northpointe for such errors shall be made, in Northpointe's reasonable discretion,
at Northpointe's then-current time and material rates.
1.5 Northpointe will provide updates for the COMPAS System as and when developed
for general release in Northpointe's sole discretion. Each update will consist of a
set of programs and files made available on machine-readable media and will be
accompanied by Documentation adequate to inform the AGENCY of the problems
resolved and any significant operational differences resulting there from.
1.6 The AGENCY is responsible for undertaking the proper supervision, control and
management of its use of the COMPAS System, including, but not limited to:
(a) assuring proper Supported Environment configuration, COMPAS System
installation and operating methods; and (b)following industry standard procedures
for the security of data, accuracy of input and output, and back-up plans, including
restart and recovery in the event of hardware or software error or malfunction.
12
Exhibit C
Hosting Services
1. Services
1.1 Hosting
Northpointe will provide dedicated or shared server computers, with an Internet
address for storage and access of Content and User Content, and the COMPAS
Website. The Website, Content and User Content must be "server-ready."
Northpointe will provide commercially reasonable bandwidth and storage. If
Customer requires additional bandwidth or storage, Northpointe will negotiate in
good faith to amend this Agreement to meet that requirement unless Northpointe
server computers cannot accommodate the requested bandwidth or storage.
1.2 Backup
Northpointe performs four full backups a day. At the end of each day, all backups
are ftped to an external facility where they are kept for 14 days. In addition, at the
end of each day all backups are also ftped to internal Northpointe servers and also
held for 14 days thus securing data in three separate locations. Should a system
failure occur for any reason there would never be more than two hours of data lost.
1.3 Availability of Application
Access to the Application is 24/7 except for scheduled maintenance. Northpointe will
provide hosting services for the COMPAS system that use best practices and meet
standards for, among other matters, packet loss, accessibility, latency, availability,
and throughput. In the case of a system failure, the application can be brought back
online within four hours of a system crash.
1.4 Server/Network Computer Outages
Northpointe will coordinate with the Customer scheduled server computer and
network outages and maintenance.
1.5 Disclaimers
Northpointe provides no equipment, software, or communication connections to
Customer. Northpointe makes no representations, warranties or assurances that the
Customer's equipment, software, and communication connections will be compatible
with hosting environment.
2. Ownership of Content and Software Applications
All Content and User Content stored by Customer on Northpointe server computers shall
at all times remain the property of Customer. Customer grants to Northpointe a non-
exclusive, worldwide license to the Content and User Content only to the extent
necessary for Northpointe to host the Website. Northpointe or its third party licensors are
the owner of hosted software applications.
3. Data Confidentiality and Security
To maintain data confidentiality and security for hosted clients, Northpointe employs both
hardware and software solutions to protect Customer data. Northpointe servers are
housed in a managed and secured data center protected by a firewall to protect
hardware, while all passwords and social security numbers are encrypted to provide
software level security. In addition, all Northpointe software applications can only be
accessed by authorized Northpointe staff.
13
Hello