HomeMy WebLinkAbout20113310 n�
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® 4625 West Lake Park Blvd.
1 technologies,Inc. Salt Lake City;UT 84120
(801)902-1200
Reliable Innovation) fax(801)902-1210
PURCHASE AGREEMENT
City of Greeley Phone: 97D-3044570 x2550
1000 10th Street Agreement Preparation Date: 11/22/10
Greeley,CO 80631 Expiration Date: 12/01/10
Operating System Server: IBM
Contact: Anita Scrams Quote Number. COGWC03
Salesman: Craig Inglish
This Sales Quote/Purchase Agreement("Agreement')is made and entered into thi day of yII - 2010 by and bemeen the
Customer and Spillman Technologies,Inc.("Spillman"),4625 West Lake Park Blvd.,Salt Lake City,UT 84120. -
Section 1:Quote Summary
Computer Aided Dispatch Package $612,511
Records Management System Package $896,889
Jail Management System Package $393,756
Mobile Communications Package $179,160
Mobile Field Reporting Package $105,221
Interface Development Package(not to exceed) • $150,000
Year 1 Support from Go-live Included
;Years 2-5 Support $1,125,140
Total Purchase Price $ 3,462,677
•
Approved and Accepted by:
I have read this Agreement n its entirety and hereby approve and accept the terms and conditions of this Agreement as contained herein.
of eeley, Colorado
ignatur of uth d eq ative Signature of Autho eQ Repres tative
City Manager Director of Finance
itle of Authorized Representative Title of Authorized Representative
m I ( ') C
ature of zed esentativ
City Attorney Dare 1
de of Authorized Representtative
jmY
1.6 - 2.44.4'11!-4,t iLM,v
C.
/a-07/ // Glevl 2011-3310
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPItLMAN ' .ao •'/
(�\
Section 2:Spillman Software
C.m•uter ' •-. a'..-.teh w "-irean•EM5 _r -a... ., .,f F_. :_Le_ 33�f ) .—i',.„�.v
millwagID
u:;:�' .�i.,,._.,�="7^ L .-.e�.a�. "t₹ o.`mt,..Erc:,.•. i wrr_ex c '''z • ,$177'6 !
E-911 Interface
Res.onse Plans $24,500
State Link included with RMS State Link Included
Ina in; tndu•e•with ' L I - Included
Pro•A EMS Interface 30 626
ZOLL EMS Records Interface $30,626
Total CAD Package $612,511
'at3 S.- 'tvs F .3._.-9Ta sir`;":.
Integrated Hub $251,129
Law Records
$134,533
Civil Process 62
$
$62,782
Evidence Management $62,782
COMPSTAT Management Dashboard $44,844
Pin Mapping/Crime Analysis $44,844
Imaging $62,782 i
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(Muldjudsdictional Data Sharing&Legacy Data Access) Included
Total EMS Package 896,889
. _ eL —n!/•�r��na,a'it4+ ., rt +4►YrYra.sSa z y . .46z'h—s"-.sk �C l ":.i 9 lrir �v WIaaA4fa.#�1..wwar �raaia,r., .:
4f^` F t _ __. c[su.�;) .,i,_ to s•siEf� ���y"� ��-�— .__ � __ _ c 5.0
Jail Records and Management $315,005
Imaging-(Site License included with RMS) Included
State Link-(Site License included with RAE) Included
liveScan Interface $59,063
Keefe Commivory Interface - $19,688
VINE Interface Included
Total JMS Package $393,756
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2005 Spillman Technologies,Inc All rights ccscmcd Page age 2 oft Pages
Mobile Voiceless Dispatch $85,314
Mobile State Link $34,126
Mobile Automatic Vehicle Location(AVL)Mapping $39,813
Mobile Premises and HaaMat $19,907
Total MDC Package $179,160
Mobile Local Records•ue $56,876
Mobile Automated Field Rc.ortin- $17,063
Mobile Automated Field Interviews $17,063
Drivers License Scannin.Interface with 275 M-25.0 Scanners $14,219
Total APR Package $105,221
Alcrtify Paging Interface Included
Wells Fargo Bank Reconciliation Interface Included
Wells Fargo Positive Pay Interface Included
Telrus Automated Information System Interface Included
Ortivus ePCR Interface(now TriTech) Included
All interfaces in this package will be developed and total package not to exceed amount shown $150,000
*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
Page 3 of 6 Pages
(c)2005 Spillman Technologies,Inc. All rights m ax&
Section 3:Spillman Professional Services
• I.f i Its
_ -" t �w�Fas,�• '�+d- c ,v'djJ iisa-s. "—F `" ,]�. '�" ".t�'-+.-, y,:,`- ,i.Y,
Pre-Implementation Meeting I Meeting
Project Team Training 32 Hours
CAD Administration 24 Hours
ail Administration 24 Hours
Na--'-'Y _ .,?.
Specialist Spillman Application Administration 24 Hours
Geobase Im.lementation Assistance 40 Hours
6a��"' nei 3"': z, ?fix I4e-III`�re 7471 1 Sf iY:' f-t7: ! - .x„,„uIY1s -e -1,a.,r4-`•
IIIIB
Inquiry Introduction,Data Entry&Advanced Searching I 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
j4aadv,N.eeordi-::. -.-
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
COIBR 2 Classes
- _. Reco l4-$41ageeieA . .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/Corrections Class 10 Classes
Mobile
Voiceless Dispatch/AVL 22 Classes
RMS/State Queries 22 Classes-
Premises/Hazmat 22 Classes
Mobile Administration - I Class
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 G Pages
Section 4:Support and Maintenance
Year l Suy .r[an.Maintenance Starts u .n G. live Included
Year 2 Su .ort and Maintenance $281,285
Year 3 Su...rt and Maintenance $281,285
Year 4 Su•.ort and Maintenance $281,285
Year 5 Su 5.ort and Maintenance $281,285
Total Five Year Su ort 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 I $116,876.85
CAD End-users training completed $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
Year 2 Support and Maintenance-Due 12 Months from Go-live $281,285
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 $281,285
.sys-.mr� ,w`=a ? -41,T,,"�.x a,W TI: ;ys�`74F"a Y�v ci. a
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2005 Spillman Technologies,Inc. All rights reserved- Pagc 5 o16 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 arc 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 art
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.
. 'S 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°44 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.
•
•
-Signal e of r u z--e Spil an Representative
xecutive cc President of Sales and Marketing
Title of Authorized Representative
Date
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2005 Spillman Technologies,Inc All rights reserved. Page 6 of 6 Pages
SPILLMAN®
COMPUTER SOFTWARE END-USER
LICENSE AGREEMENT
10/09/2007 ..--.-..---_.�..___�, _
In consideration of the mutual agreements setforth herein,the
Table of Contents sufficiency of which is hereby acknowledged,the parties agree as
follows:
Section 1:License 1
Section 2:Scope of Rights 1 Section 1: License
Section 3:Fees and Payments 2
Section 4:Support 2 1.1 SPLLMANS LICENSED PROGRAM IS COPYRIGHTED BY
Section 5:Licensee Resporsbfiies - 2 SPILLMANAND/OR ITS LICENSORS AND IS LICENSED
Section 6:Proprietary Protection and Restrictions 2 (NOT soupy SPILL MAN DOES NOT SILL OR TRANSFER
Section 7:License to Utilities;Restrictions on Usage 2 TITLE TO THE LICENSED PROGRAM TO LICENSEE THE
Section 8:Limited Warranty and Linitation of Liability; LICENSE OF THE LICENSED PROGRAM WILL NOT
indemnification 3 COMMENCE UNTIL LICENSEE HAS EXECUTED THIS
Section 9:Term of Agreement;Termination- 4 AGREEMENT AND ANAUTHORIZED REPRESENTATIVE
Section 10:Miscellaneous 4 OF SPLLMAN HAS RECEIVED,APPROVED,AND
Section 11:Signatures • 4 EXECUTED A-COPY OF IT AS IXCUTED BY LICENSEE
' 1.2 In consideration of the payment of the license fees set forth in
This Computer Software Bid-User License Agreement • the PurchaseAgreement(s)pertaining hereto,Spillman
("Agreement'is made and entered into effective as of the date this grants Licensee a nonexclusive,non-transferable 6eense to
Agreement is signed by both parties below,and is by and between: use the package of computer programs)and data,in
S illm an Technologies, ry,
p' ogies,Inc.("Spillman") • documentatonmachine-readable andform listingsDo,identifiedandrelated in tie Purchasematerials,including
4625 West Lake Park Blvd. Agreement(the"Licensed Program"),subject to the terns cf
'Salt Lake City,Utah 84120 this Agreement(including the restrctionsw 3h respect to
Utilities set forth in Section 7).
and
City of Greeley("Licensee") Section 2: Scope of Rights
100010"Street
Greeley,CO 80631 2.1 Licensee may install and use the Lbensed Program only in
• Licensees or Shared Agencies own facilities. Licensee shall
The following entlties are also considered to be part of the give Spillmanw ritten notice if the location of Licensees
facility changes.
Licensee as"Original Shared Agencies" under this
• Agreement: •
1. Weld County 2.2 Licensee may use and execute the Licensed Program only fa
1. .
2. Town of Johnstown purposes of serving the internal needs of the Licensee's.
3. Town of Miliken
4. Town of Ault 2.3 Licensee may make one copy of the Lbensed Program in
5. Town of Kersey machine-readable,object code form,for r nprodtctive
6. All public safety agencies In Welt County for the backup purposes only,provided that Spllman's proprietary
purposes of being dispatched by Spillman CAD and notices are included.
for the use of Spillm an's Mobile Communications 2.4 Licensee may reproduce(photocopy)Licensed Program
Package outlined in the Purchase Agreement. documentation according to Licensee's needs for the
authorized use cf the Licensed Program Licensee may not
distribute any original or reproduced copy for use outside of
Licensee desires to license from Spillman certain software owned the Licensee's place of business and must not reveal it or any
• by Spillman,as set forth in Section 2 ) the Sall by ti e/Purchase other Spillman documentation,or the Licensed Program itself,
Agreement(s)("Purchase Agreement")executed by me parties in to competitors of Spillman or to any other third party unless
connection w ith this Agreement,and Spillman desires to grant they have a need to know such information for the proper
such a ficense to Licensee,pursuant to the terms and conditions of purposes of the Agreement or unless required by law.
this Agreement.
The Original Shared Agencies are not required to enter into an 2.5 If Licensee and a third party entity(the"Additional Shared
Addendum Agreement or pay any additional license fees as would - Agency")desire to enter into an arrangement whereby
Licenseew ill act as al-lostAgency'and permit the Additional
be required of theAdditional Shared Agencies pursuant to Section Shared Agency to access the Licensed Program through
2.5 of this Agreement.
Licensee,the Additional Shared Agency and Spillman w ill
execute an Addendum Agreement for ash arrangement and
Inthe event that additional agencies should desire to become
Additional Shared Agencies on the system,Spillman win provide a attach it to this Agreement as Attachment A. Spillman w ill bill
reduced cost for the licensing cf the needed software modules at Licensee directs for the applicable license fees,and Licensee
20%software discount.Additional Shared Agencies will need to agrees to be responsiblequirthe for timely payment of such invoices.
execute an Addendum Agreement pursuant to section 2.5 of this Licensee shall require Additional Shared Agency to
comps w 3h the terms of this Agreement and shall notify
Agreement.
1
certified mall,return receipt requested,with proper postage - APPR• AS T$ EG• ORM:
affixed,or sent by commercial overnight delivery service with
provisions for a receipt. IJ
City Aft. ey
IN WITNESS WHEREOF,the parties have caused this
Agreement to be executed by their duly authorized
representatives as set forth below. AVAILABILITY OF FU' 'S:
Section 12: Signatures
By
��
Accepted and Approved: irector of . ance
CITY OF GREELEY,COLORADO f /e--7 trt 70
Date:
APPROVED S SUB.I TI NCE:
By: Spillm leapt,
City Ma a
By:
Print Na :JoeLu
-
•
Title: ve Vic- resident of Sales and Marketing
Date: 77-6P-19 02O70
•
Licensed Program Spillman may add,modify or remove 8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS
Utilities from the Licensed Program during the term of this AGREEMENT,SPILLMAN AND(TS LICENSORS DISCLAIM
Agreement. The Utilities contain material that is proprietary to ANY AND ALL PROMISES,REPRESENTATIONS,AND
Spillman and/or is licensors,and may be used ony as WARRANTIES WIN RESPECT TO THE L ICENSED
permitted by this Agreement. PROGRAM, INCLUDING ITS CONDITION, ITS
CONFORMITY TO ANY REPRESENTATION OR
7.2 Licensee's permitted to use the Utilities for read-only DESCRIPTION,THE EXISTENCE OF ANY LATENT OR
operations in connection with the authorized use d the PATENT DEFECTS,TITLE,NON-INFRINGEMENT,AND ITS
Licensed Program,but may not aloe third parties to use the MERCHANTABILITY OR FITNESS FORAM'PARTICULAR
Utilities unless an authaized official of Spillman consents in PURPOSE OR USE
writing. Licensee is NOT permitted to utilize the Utilities or
any other software took to write to Spllman's database in any 8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS
manner,due to the potential for data corruption and system LICENSORS TO LICENSEE FOR ALL CLAIMS RELATING
slavdo,vn a damage. Licensee also may not pemrt any third TO THELICENSED PROGRAM AND THIS AGREEMENT,
party towrite to Spllnan's database in any manner. INCLUDING ANY CAUSE OF ACTION SOUNDING IN
7.3 Spillman is NOT responsble for any breach dwarranty,dam- CONTRACT, TORT,OR STRICT LIABILITY,SHALL NOT
ages to the Licensed Program or its database,data EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES
corruption,supprt issues,security issues or performance PAID TO SPILLMAN HEREUNDER This limitation of liability
issues arising out of Licensee's a a third party's use d the is intended to apply without regard to whether other
Utilities or any other software not specficaly licensed in this provisions of this Agreement have been breached a have
Agreement(including any third party querying orwriting to the proven ineffective. Spillman shall have no liablity for the loss
database). - of data a documentation,it being understood that Licensee is
responsble for reasonable backup precautions.
Section 8: Limited Warranty and Limitation of
Liability; Indemnification 8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE
LIABLE FOR ANY LOSS OF PROFITS;ANY INCIDENTAL,
8.1 Spillman warraris,fa Licensee's benefit alone,that the SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES;
Licensed Program confarrs in all material respects to the OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST
specficationsfor the current version of Its Licensed Program LICENSEE BY THIRD PARTIES, EVEN IF SPLLMAN OR
as described in Spilman's Licensed Product Specfication as ITS LICENSORS HAVE BEEN ADVISED OF THE
of the date this Agreement is signed,and for as long POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This
Licensee maintains a current Support Agreement. Imitation upon damages and claims is intended to apply
without regard b whether other provisions d this Agreement
This warranty Is ecpressy conditioned on Licensee's have been breached or have proven ineffecfnre.
observance cf the operation,secuiy,and data-control 8.7 Spillman agrees to indemnify and defend Licensee from and
procedures setforth in the User's Manual included w ith theagainst any and all third party claims,demands,lawsuits or
Licensed Program 9
legal actions cursing out d any actual a alleged infringement
8.2 Spillman is not responsble for obsolescence of the Licensed of any trademark,copyright,trade secret,or U.S.patent by
Program that may result from changes in Licensee's the Licensed Program,and Spillman will pay any liabilities,
requirements. The warrantyin Section 8.1 shall apply onlyto damages,costs and expenses(including reasonable
the most current version of the Licensed Program issued by attorneys'fees)finally awarded in such action or paid to settle
Spillman from tint to time. Issuance of updates does not the action. Spillman w ill not be required to indemnify
result in a renewal or extension of the warranty period. Licensee unless(0 Licensee prornply notifies Spillman of any
Spillman assumes no responsibility for the used suchclaim;(I)Licensee gives Spillman sole control of the
superseded,outdated,or uncorrected versions dthe defense and al settlement negotiations,and the authority to
represent Licensee in defending the claim;and(iii)Licensee
Licensed Program Spillman is not responsible for any
problems or errors with the Licensed Program or Licensees provides Spillman with any information and assistance that
system resulting from used the etperl or dbload Utilities in Spillman reasonably requests in defending against the claim.
any manner other than read-only. Licensee express& Licensee may,at its option and expense,be represented by
• acknowledges that any used the"write"a"update"features separate counsel in any such action.If a court or other legal
of these kitties may damage Licensee's database or cause authority finds that any part d the Licensed Program infringe;
• other problems with its system a third party's intelectual property rights,or f Spillman
believes that it Ifringes,Spillman w ill use reasonable efforts
8.3 As Licensee's exclusive remedy for any material defect in the - to obtain a license under the rights that have been infringed,
Licensed Program for which Spillman is responsible,Spillman
modify the Licensed Program so it is no longer infringing,
shall use reasonable effats to correct a cure any or to provide to Licensee substitute software that is non-
reproducible defect by issuing corrected instructions,a infringing;provided that f in Spllman's judgment such options
restriction,or a bypass. In the event Spillman does not are not commerctaly reasonable,Spillman may terminate the
correct a cure such nonconformity or defect after Spillman license for the Licensed Program or the infringing portion
has had a reasonable opportunity to do so,Licensee's thereof upon written notice to Licensee. Spillman w ill have no
exclusive remedy shall be the refund of the amount paid as liability fa infringement arising out d modification of the
the license feefa the defective a non-conforming module of Licensed Program by any party other than Spillman,use of an
the Licensed Program Spillman shall not be obligated to outdated version of the Licensed Program,or the combination
correct,cure,or otherwise remedy any nonconformity or or use d the Licensed Programw ith any other software,
defect in the Licensed Program if Licensee has made any hardware,equipment,product or process not furnished by
changes whatsoever to the Licensed Program,if the Licensed Spillman,if use of the Licensed Program alone and in its
Program has been misused or damaged in any respect,a ifcurrent,unmodified formwould not have been an
Licensee has not reported to Spillman the existence and infringement. Spillman is not liable for any infringement
nature of such noncordornity or defect promptly upon claims based upon third party software a hardware. This
discover thereof. Section 8.7 states Spllman's entire obligation with respect to
any claim for infringement or misappropriation of any third
party intellectual property rights.
3
Spillman and cooperate as reasonably requested by Spillman manner other than Inquire-on'unless expressly authorized
in the event of arty non-compliance. by Spillman. Except as specifically authorized by Spillman,
queries may be condtcted solely for Licensees internal
business purposes,and Lbensee may not query the Lbensed
Section 3: Fees and Payments Program,or permit any third party to query the Licensed
Program,for a third party's business purposes unless
The license fee for the Licensed Program is specified in the required by law.
Purchase Agreement. Licensee must pay the licensefee,
according to the agreed payment terns setforth in the Purchase 6.3 Licensee may not use,copy,modify,rent,share or distribute
Agreement,directly to Spillman upon execution of this Agreement the Licensed Program(electronically a otherwise),or any
and prior to delivery of the Licensed Program copy,adaptation,transcription,or merged portion thereof,
except as expressly authorized inwriting by Spillman.
Section 4: Support Licensee may not translate,modify,reverse assemble.
reverse compile,or otherwise reverse engineer the Licensed
Spillman shall support the Licensed Program in the manner Program
specified In the"Computer Sof Ware End-User Support Agreement"
between the parties(the"Support Agreement").Except as 6.4 Licensee may not utilize or permit a third party to access or
provided in Section 9.4 of this Agreement and Sections 7.6 and utilize any part of the Licensed Program(including the
10.3 of the Support Agreement,Licensees required to maintain Utilities)in any manner that competes,directly or indirectly,
the SupportAgreentent in forte as a condition to the license of the with any product orservice provided by Spillman. This
Licensed Program under this Agreement. includes,without limitation,using the Licensed Program(or its
Utilities)to develop any software,interfaces a-other products
Section 5: Licensee Responsibilities that compete with Spillman's product orservbes,or using
interfaces or other products connecting to the database of the
•5.1 Licensee's responsible for selecting a Spillman Application Licensed Program in connectionw th a third party's
Administrator who is qualified to cperate the Licensed competing product.
Program on Licensee's own equipment and is familiar with
the information,tabulations,and report that serve as input 6.5 No servbe bureauwork,multiple-user license,or time-sharing
and output of the Licensed Program Spillman reserves the arrangement is permitted,except as expressly authorized in
right to refuse assistance or to charge additional fees it the writing by Splknan. Licensee may not install the Licensed
Spillman Application Administrator seeks assistance with Program in any other computer system or use it at any other
respect to such bash background information or any other location without Spillman's express authorization obtained in
matters not directly relating to the operation of the Licensed advarce(whchwill not be unreasonablyw ithheld).
Program.
6.6 Unless required by law the Lbensee shall keep cortfidental
5.2 Other components(hardware andlor software)may be . all non-public information provided to Licensee by Spillman
requited for the use of the Licensed Program Spillman ("Confidential Information'),including the Licensed Program,
assumes no responsibility under this Agreement for obtaining future product plans,prbe lists,financial and business
and/or supporting such components except as expressly Information,trade secret,etc. Licensee shall not use
agreed in writing. Confidential Information for any purpose other than the
authorized purposes of this Agreement. Licensee may
5.3 Licensee's responsible fa ensuring a proper erwlrbnment disclose Cortidential Information only to its employees who
and proper utilities for tie computer system on which the need to know such information,and who are bound to keep
Licensed Rogramw ill operate. such iformation confidential.Licensee shall give Spillman's
Confidential Information at least the same level of protection
5.4 Except as expressly agreed in writing, Spilhian assumes no as it gives its own confidential information of similar nature,
responsibility under this Agreement for converting Licensee's but not less than a reasonable level of protection.
data files for use with the Licensed Program
6.7 Licensee hereby authorizes Spillman to enter Licensee's
Section 6: Proprietary Protection and Restrictions Lpremises in order to inspect the Licensed Program in any
reasonable manner during regular business hours,w th or
6.1 Spillman shall have sole and exclusive ownership of all rights, - without prior notice,to verify Licensees compGancewlth the
title,and interest in and to the Licensed Program and ail - terms of this Agreement.
modifications and enhancements thereof(including ownership
of all trade secrets,copyrights and other intellectual properly 6.8 Licensee acknowledges that,in the event of Licensees
rights pertaining thereto),subject only to the rights and breach of any of the foregoing provisions,Spillman will not
privileges expressly granted to Licensee herein by Spillman. have an adequate remedy in money or damages. Sp@man
The Licensed Program may alSo include sofWare separately shall therefore be entitled to obtain an injunction against such
licensed to Spillman from third party licensors. Such third breach from any court of competent jurisdiction iutlkdiately
party software is sublucensed to Lbensee and protected upon request,without the necessity of posting bond,in
pursuant to the terms of the Agreement, and may be used addition to any other remedies that may be available at law or
only in conjunctionw ith Spillman's Licensed Program. This in equity.
Agreement does not provide Licenseew ith title or ownership
of the Licensed Program or any component thereof,but any Section 7: License to Utilities; Restrictions on
• a limited license.Spillman and its licensors specifically Usage
reserve all rights not expressly granted to Licensee In this
Agreement. Licensee must keep the Lbensed Program free 7.1 Spillman provides certain software utilities and tools(collet-
and clear of all claims,liens,and encumbrances within tively,the"Utilities')as part of the Licensed Program. Such
Licensees control. Utilities include Spillman's Xfv1L Query, 0DBC implementation
code,ctperl,dbdump, and dbload as well as any other
6.2 Licensee may not allow any other agency,entity,or individual
software utilities provided try Spillman in connection ith the
• to use or have access to the Licensed Program in any
2
Section 2: Eligibility For Support limitation,data conversion and report-formatting assistance),
provided that such assistance,if agreed to be provided,shall
2.1 Spillman's obligation to provide Services with respect to the be subject to supplemental charges mutually agreed to in
Licensed Program may be terminated pursuant to Section writing by Spillman and Customer.
10.2.2 or suspended,at Spillman's discretion,If at any time
during the term of this Agreement any of the following Section 4: Services Not Covered by this
requirements are not met Agreement
2.1.1 Customer must have a valid License Agreement for The services identified in this section are specifically NOT the Licensed Program in effect at all times; - covered by this Agreement. Spillman strongly recommends that
2.1.2 The Licensed Program must be operated on a Customer secure a separate support agreement with third party
•
hardware e platform edo approved by Spillman;and vendors for all non-Spillman products. Spillman may,in its
discretion,provide such services to Customer upon request,for
an additional fee as the parties may agree in writing.
2.1.3 Customer must be current and in compliance with the
payment schedule as agreed in the Purchase 4.1 Support for any third party products including hardware, or
Agreement. support for hardware failure due to the use of any third party
vendor products.
2.2 Spillman may require Customer to appoint a new Spillman •
Application Administrator if Spillman determines that the 4.2 Any network failures or problems including,but not limited to,
acting Spillman Application Administrator does not have the cabling,communication lines,routers,connectors,and
training or experience necessary to communicate effectively network software.
with Spillman support personnel.
4.3 Restoration and/or recovery of data files and/or the operating
Section 3: Scope of Services system.
During the Agreement Term,Spillman shall render the following 4.4 Any breach of warranty,damages to the Licensed Program
services In support of the Licensed Program,during Coverage or Its database,data corruption,or support issues,security
Hours: issues,or performance issues arising out of Licensee's or a
third party's use of the Utilities or any other software not
3.1 Spillman shall maintain a Support Services Control Center specifically licensed by Spillman to Licensee for use in
capable of receiving from the Spillman Application . connection with the Licensed Program. Any assistance
Administrator,by telephone,reports of any software provided by Spillman In resolving such problems shall be
Irregularities,and requests for assistance in use of the charged to Customer on a time and materials basis.
Licensed Program. Additionally,any unauthorized use of the Utilities or other
software in connection with the Licensed Program by •
3.2 Spillman shall maintain a trained staff capable of rendering Licensee(or by a third party with Licensee's knowledge) •
support services set forth in this Agreement. may result,at Spillman's sole option,in voidance of
warranties,an increase in the annual maintenance and
3.3 Spillman shall be responsible for using all reasonable support fees under this Agreement,and/or loss of rights to
diligence in correcting verifiable and reproducible Errors upgrades under this Agreement. Customer acknowledges
when reported to Spillman in accordance with Spillman's • and agrees that it is not licensed to utilize the'write"or
standard reporting procedures. Spillman shall, after verifying "update"features of the Utilities,as such use may damage
that such an Error Is present,initiate work in a diligent the database or cause other problems with the operation of
manner toward development of an Error Correction. the Licensed Program.
Following completion of the Error Correction,Spillman shall
provide the Error Correction through a"temporary fix" 4.5 Support for Licensed Program problems caused by
consisting of sufficient programming and operating Customer misuse,alteration or damage to the Licensed
. Instructions to implement the Error Correction,and Spillman Program or Customer's combining or merging the Licensed
shall include the Error Correction in all subsequent Releases Program with any hardware or software not supplied by or
of the Licensed Program. Spillman supports two(2) Identified as compatible by Spillman,customizing of
versions back from the most recent release version. programs,accident,neglect,power surge or failure,
However,Spillman shall not be responsible for correcting - lightning,operating environment not in conformance with the
Errors in any version'of the Licensed Program other than the manufacturers specifications(for electric power,air quality,
most recent release. humidity or temperature),or third party software or hardware
malfunction.
3.4 Spillman may,from time to time,issue new Releases of the
Licensed Program to its customers generally,containing 4.6 Supporting,configuring,maintaining,or upgrading the
Error Corrections,minor Enhancements,and,in certain • operating system,Including, but not limited to,backups,
instances,If Spillman so elects,major Enhancements. restores,fixes,and patches.
Spillman reserves the right to require additional license fees
for major Enhancements. Spillman shall provide Customer 4.7 Assistance with problems caused by operating system
- with one copy of each new Release,without additional Installation,configuration,errors,maintenance or repair,or
charge. Spillman shall provide reasonable assistance to using incorrect versions of the operating system.
help Customer install and operate each new Release,
provided that such assistance,If required to be provided at 4.8 On-site service visits to Customer's facility.
Customer's facility,shall be subject to the supplemental
charges set forth In Spillman's current Fee Schedule. 4S Printers connected to the back of terminals/personal
computers(commonly called pass-through printing)or
3.5 Spillman shall consider and evaluate the developmentof network printers are not supported by Spillman.
Enhancements for the specific use of Customer and shall
respond to Customer's requests for additional services pertaining to the Licensed Program(including,without
2
SPILLMAN®
COMPUTER SOFTWARE END-USER
SUPPORT AGREEMENT •
11/1/2007 .
Table of Contents 1.3 Error. Any failure of the Licensed Program to conform in all
material respects to its functional specifications as published
from time to time by Spillman,subject to the exceptions set
Section 1:Definitions - 1 • forth in Section 4. •
Section 2:Eligibility For Support 2 .
Section 3:Scope of Services 2 1.4 Error Correction. Either a software modification or addition
Section 4:Services Not Covered by this Agreement 2 that,when made or added to the Licensed Program,
Section 5:Obligations of Customer 3 establishes material conformity of the Licensed Program to
Section 7:Fees and Charges 3 the functional specifications,or a procedure or routine that,
Section 8:Proprietary Rights 4 when observed in the regular operation of the Licensed
Section 10:Termination 4 Program,eliminates the practical adverse effect on
Section 11:Miscellaneous 4 Customer of such nonconformity.Error Correction services
Section 12:Signatures 5 are subject to the exceptions set forth in Section 4.
• 1.5 Licensed Program. One or more of the computer software
This Support Agreement("Agreement")is made and entered into components and/or software interfaces developed by
by and between: - Spillman,as identified in one or more Sales QuotelPurchase
Agreements between the parties(the"Purchase
Spillman Technologies,Inc.("Spillman") Agreement"),and which is licensed to Customer pursuant to
4625 West Lake Park Blvd. ' the License Agreement. The Licensed Program specifically
Salt Lake City,Utah 84120 excludes computer software not developed by Spillman,but
and that might be used in conjunction with the Spillman software;
such as,word processors,spreadsheets,terminal emulators,
("Customer) etc. The Licensed Program includes certain"Utilities",as
City of
Streetthat term is defined in Section 7.1 of the License Agreement.
1000 10th Greeley
Greeley,CO 80631 1.6 Releases. New versions of the Licensed Program,including
all Error Corrections and Enhancements. •
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL
NOT COMMENCE UNTIL AN AUTHORIZED REPRESENTATIVE 1.7 Response Time. Within six(6)Coverage Hours,from the
OF CUSTOMER HAS EXECUTED THIS AGREEMENT AND AN time Customer first notifies Spillman of an Error until
AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS Spillman initiates work toward development of an Error
RECEIVED,APPROVED,AND EXECUTED A COPY OF IT AS Correction.
EXECUTED BY CUSTOMER.
In case of production system down.Spillman will respond to
WHEREAS,Spillman and Customer entered into that certain
Computer Software End-User License Agreement(the"License request,provide call within 30 pp minutes at the Customers
9 request, onsite support within 24 hours.
Agreement")under which Customer obtained a non-exclusive,
nontransferable license to use certain computer software in object All non critical problem reports will be addressed within 30
code form and related user documentation(the"Licensed days
• Program",as further defined below)on certain terms and
conditions: . Failure to meet the above service levels will result In a
penalty of%x%of the annual maintenance fee for each
WHEREAS,Spillman desires to offer Customer certain services occurrence to be deducted from the following years
with respect to the Licensed Program on the terms and conditions maintenance invoice.
set forth herein:
NOW THEREFORE,in consideration of these recitals and the 1.8 Spillman Application Administrator.An agent of
mutual obligations herein,the parties hereto,intending to be Customer who has been certified on the Licensed Program
legally bound,hereby agree as follows: by Spillman,pursuant to the procedures set forth in Section
6,and is able to communicate effectively with Spillman
Section 1: Definitions support personnel In the description and resolution of
problems associated with the Licensed Program.
For the purposes of this Agreement,the following definitions shall
apply to the respective capitalized terms: 1,9 Term. An initial period of twelve(12)months,commencing
on the go-live date of the Spillman system. Thereafter,the
1.1 Coverage Hours. Twenty-four hours a day,seven days a Term shall automatically renew for successive periods of
week,including holidays. one year each,unless and until terminated pursuant to
Section 10 hereof. In no event,however,shall the Term
1.2 Enhancement. Any modification or addition that,when extend beyond the term of the License Agreement.
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,depending on
Spillman's assessment of their value and of the function
added to the preexisting Licensed Program.
1
Section 10: Termination
7.6 Notwithstanding any other provision to the contrary,in
the event Customer requires support services 10:1 This Agreement shall automatically terminate immediately
subsequent to the effective date of suspension and/or upon termination of the License Agreement for any reason.
termination stated In this Agreement.Spillman shall
provide the requested support services to Customer at 10.2 Either party may terminate this Agreement:
its service rates in effect at the time of the request by
Customer. Customer agrees that it shall prepay 10.2.1 If either Spillman or Customer provides a written
Spillman prior to Spillman providing the requested notice to the other party,at least 90 days prior to the
support services,if practicable. The parties agree that end of the then-current Term,of its intent to
this Section 7.6 survives the effective date of . terminate the Agreement at the end of such Term;or
suspension and/or termination of this Agreement and is
in effect until Customer replaces the Licensed Program 10.2.2 Upon 30 days prior written notice,if the other party
with a substitute/replacement program or twelve(12) has materially breathed any provision of this
months from the effective date of suspension or Agreement and the offending party has not cured
termination of this Agreement,whichever is earlier. such breach within the 30-day notice period.
10.3 Following termination of this Agreement,Spillman shall
Section 8: Proprietary Rights immediately invoice Customer for all accrued fees,charges,
and reimbursable expenses;and Customer shall pay the
8.1 All Releases and any other Spillman software or materials invoiced amount Immediately upon receipt of such invoice.
provided by Spillman to:Customer hereunder shall be The License Agreement shall automatically terminate upon
deemed part of the Licensed Program and are licensed to the date Customer replaces the Licensed Program with a
Customer pursuant to the terms and conditions of the substitute/replacement program or twelve(12)months from
License Agreement. the effective date of suspension or termination of this
Agreement,whichever is earlier,and at that time Customer
8.2 The Licensed Program and all Releases thereto are and shall promptly return to Spillman the Licensed Program and
shall remain the sole property of Spillman,regardless of all related documentation and materials,Including all
whether Customer,its employees,or contractors may have Releases,work and materials provided by Spillman
contributed to the conception of such work,joined in the - hereunder.
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, Section 11: Miscellaneous
including documents of assignment or acknowledgment,as
may be reasonably requested by Spillman in order to 11.1 Spillman and Customer acknowledge that they have read
establish and perfect its exclusive ownership rights. this Agreement in its entirety and understand and agree to
Customer shall not assert any right,title,or interest in such be bound by its terms and provisions. Spillman and
works,except for the non-exclusive right of use granted to Customer further agree that this Agreement Is the complete
Customer at the time of Its delivery or on-site development. and exclusive statement of agreement of the parties with
Customer agrees to provide Spillman with copies of such respect to the subject matter hereof and that this Agreement
works upon request. supersedes and merges all prior proposals,understandings,
and agreements,whether oral or written,between Spillman
Section 9: Disclaimer of Warranty & Limitation of and Customer with respect to the subject matter hereof.
Liability This Agreement may not be modified except by a written
instrument duly executed by the parties hereto.
9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT,SPILLMAN DISCLAIMS ANY AND ALL 11.2 In the event that any term or provision of this Agreement is
WARRANTIES CONCERNING THE LICENSED held invalid,illegal,or unenforceable, it shall be severed and
PROGRAM.RELEASES,AND THE SERVICES TO BE the remaining terms and provisions shall be enforced to the
RENDERED HEREUNDER,WHETHER EXPRESS OR maximum extent permitted by applicable law.
IMPLIED,INCLUDING(WITHOUT LIMITATION)ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A 11.3 Neither party may assign its rights or duties under this
PARTICULAR PURPOSE OR USE. Agreement without the prior written consent of the other
party,except to a successor of all or substantially all of its
9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY business and assets.
INDIRECT,CONSEQUENTIAL,SPECIAL,PUNITIVE,
EXEMPLARY,OR INCIDENTAL DAMAGES WHATEVER, 11.4 The waiver by either party of any term or provision of this
HOWEVER CAUSED,EVEN IF SPILLMAN HAS BEEN - Agreement shall not be deemed to constitute a continuing
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. waiver thereof nor of any further or additional right that such
The cumulative liability of Spillman to Customer for all claims party may hold under this Agreement.
arising in connection with this Agreement shall not exceed
the total fees and charges paid to Spillman by Customer 11.5 This Agreement will be governed by the laws of the state of
under this Agreement within the most recent 12-month Colorado.not Including conflicts of laws provisions.The
. period from the date the cause of action arose. parties hereby submit to the exclusive jurisdiction and venue
of Colorado state and federal courts with respect to any
9.3 No action,whether based on contract,strict liability,or tort, action between the parties relating to this Agreement.In any
including any action based on negligence, arising out of the such action,the prevailing party shall be entitled to an award
performance of services under this Agreement,may be of its reasonable costs and attorneys'fees from the other
brought by either party more than three(3)years after such party.
cause of action occurred. However,action for nonpayment
may be brought within two(2)years after the date of the last 11.6 My notices required or permitted under this Agreement shall
payment was received by Spillman. be in writing and delivered In person or sent by registered or
4
Section 5: Obligations of Customer 6.3 Contact information for the Spillman Application
Administrators must be recorded in Appendix A of this
5.1 Customers using the Spillman product must maintain and Agreement. Appendix A must be signed by an authorized
provide,at no cost to Spillman,access to a dedicated voice representative of Customer.Changes to the Information
grade local telephone line,broadband Internet connectivity recorded in Appendix A will require that a new Appendix A
for VPN connection purposes and a Cisco 1811 integrated be completed,signed and filed with Spillman.
services router and data set,or equivalent,connected
directly to customer's network,with full access to the server 6.4 Requests for support services received by anyone other than
(24.hours per day,7 days per week)that is used with the a Spillman Application Administrator as identified in the
Licensed Program. current Appendix A on file with Spillman,will be refused.
5.2 Customers must provide and maintain,at no cost to 6.5 Each designated Spillman Application Administrator must be
Spillman,a modem and data set connected directly to the qualified to address,or have other support resources to
server(the modem cannot be connected to a network)24 address,without the aid of Spillman,all problems relating to
hours per day,7 days per week,used with the Licensed hardware,software or operating system not directly
• Program being maintained by Spillman hereunder and associated with the Licensed Program.
provide access to a dedicated voice grade local telephone.
5.3 A representative of Customer's IT department must be Section 7: Fees and Charges
present when any on-site support is provided. Customer
agrees that if such representative is not present when the 7.1 Customer shall pay Spillman the Support Fee,as set forth in
Spillman representative arrives on site,the Spillman the Purchase Agreement,and any other charges or fees
• representative shall notify an appropriate representative of described in Section 7. Except as stated in the Purchase
Customer,if feasible,that there is no Customer IT - Agreement,Spillman reserves the right to change Its
representative present If Customers IT representative does - Support Fee,effective upon the beginning of the next
not arrive within a reasonable time,no work will be - contract year by giving no lessthan 90 days prior written
performed and Customer will be charged for all expenses notice to Customer. Second-year level support fees,as
incurred and relating to the visit. • referenced in the Purchase Agreement between Spillman
5.4 All communications between Customer and Spillman must and Customer,are charged beginning 12 months after
be the language. - - p system go-live.Additionally,adjustments to Support Fees
may result from changes In(1)software prices,(2)number
5.5 Customer Is responsible for providing one or more qualified of software modules used,(3)an increase in Customers.
Spillman q size(as further described in Section 7.6) (4)computer
p Application Administrators as described in Section hardware,(5)Coverage Hours selected by Customer,or(6)
6.At least one Spillman Application Administrator must be violation of the restrictions set forth in Section 4.4 of this
available at all times(however,after-hours availability is Agreement.
required only when and if Customer is requesting after-hours
support from Spillman). 7.2 Spillman shall invoice Customer for annual Support Fees at
5.6 Customer is responsible for providing all network and server the beginning of each contract year. In the event that
security. 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
5.7 Customer must provide Spillman with information sufficient incurred. Customer shall pay the invoiced amounts
for Spillman to duplicate the circumstances under which an immediately upon receipt of such invoices. Any amount not
Error in the Licensed Program became apparent. paid within forty-five(45)days after the invoice date shall
bear interest at the lesser of twelve(12)percent per year.
Section 6: Spillman Application Administrator
Requirements 7.3 Customer shall be responsible for and agrees to pay the
fees and charges incurred for procuring, installing,and
6.1 The designated Spillman Application Administrator must be maintaining all equipment,telephone lines,modems.
certified by Spillman within one year of the agency's go-live communications interfaces,networks and other products
date of the Licensed Program. The designated administrator necessary to operate the Licensed Software.
must meet the following requirements in order to certify at •
.the basic level:
7.4 Should Customer request ensile support services,Customer
6.1.1 Attend and participate in,and successfully pass the shall reimburse Spillman for all reasonable labor,travel,and
final written and practical examinations from the - related expenses incurred by Spillman in providing such
following courses within one hundred twenty(120) support services.
. days of installation of the Licensed Program:
7.5 Additional Support Fees are also due.if there is a significant
increase in Customers size with respect to use of the
i. System Introduction—Inquiry,
Licensed Program.A significant increase In size may arise
ii. System Introduction—Data Entry&Modification,
iii.Unix Fundamentals Training(AIX,or HP-UX), either out of Customers internal growth putting the Customer
in a higher classification size based on the then current
iv.Basic System Administration,and
._ v. Spillman training applicable for the Spillman Spillman classification schedule or out of a Host
applications used by Customer. Agency/Shared Agency arrangement as described in
Section 2.5 and Attachment A of the License Agreement.
Relevant factors include number of employees,number of
6.1.2 Pass the Basic SAA exam within one year after the
agency's go-live date. dispatchers and/or number of jail beds. Payment of such
additional Support Fees is due within thirty(30)days of the
6.2 Customer will be responsible for the costs of such training, date of the invoice for such fees. Such fees will be prorated,
based upon when during the contract year the increase in
including any course fees,travel and lodging expenses.
Customer's size occurred.
3
Spillman Technologies,Inc.
By: aft
Print Nay Joe t
The: cutive Vi essident of Sales&Marketing
Date: ((—g9—,In7O
5
10.5 Any notices required or permitted under this Agreement shall
Section 9: Term of Agreement;Termination be inwriting and delivered in person a sent by registered or
certfied real,return receipt requested,with proper postage
9.1 Licensee';license ofthe Licensed Program shall become affixed,or sent try commercial overnight derwery servicewih
effective upon the execution of the Agreement and shall provisions fa a receipt.
continue perpetually unless ahem ie terminated as prodded
herein. This Agreement shall automatically terminate upon 10.6 if any term of this Agreement is held to be invalid or void by
termination of the Support Agreement for any reason, any court or tribunal of competent jurisdiction,it shall be
including Licensee's failure to pay the required support fees. modified by such court or tribunal to the minimum extent
necessary to make it valid and enforceable. If it cannot be so
9.2 Licensee may terminate this Agreement at any time upon modified,ft shall be severed from this Agreement and all the
written notice to Spillman,subject to ary outstanding remaining terms of this Agreement shall remain in full force
obligations and finarcial compliments of Licensee under the and effect.
FurchaseAgreement(e.g.,Licensee's obligation to pay
license fees is not rescinded by such termination). 10.7 In the event export ci the Licensed Program is expressly
permitted by Spillman, Licensee may only export the
9.3 Spillman may terminate this Agreement if Licensee breaches Licensed Program(including any related materials)as
any material term of this Ageerrent,the Support Agreement authorized try U.S.law and any otter applicable jurisdiction.
or the Purchase Agreement and does not correct such breach In particular,the Licensed Program may not be exported into
within thirty(30)days following written notce Of the!reach any country where such export is prohibited by law,regulation
from Spillman. or governmental order..
9.4 Upon termination of this Agreement,all rights granted to SPILLMAN DESIRES THAT UCENSEE BE CONFIDENT THAT
Licenseew In terminate and revert to Spillman and/or its - THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS.
licensors upon the date Customer replaces the Licensed ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION,
Rogramw ith a substitute/replacement program or twelve(12) SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED
months from the effective dated termination of this PROGRAM WITH LICENSEE AND ANSWER QUESTIONS. BY
Agreement,whbhever is earlier. Promptly upon termination EXECUTING THIS AGREEMENT,LICENSEE ACKNOWLEDGES
of this Agreement for ary reason or upon discontinuance or THAT IT HAS BEEN OW EN AN ADEQUATE OPPORTUNITY TO
abandonment of Licensee's possession cc use d the INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE
Licensed Program,Licensee crust return or destroy,as NEEDS AND THAT BASED ON ITS t7CAMINATION OF THE
requested by Spillman,all copies of the Licensed Program in LICENSED PROGRAM,LICENSEE FNDS THE LICENSED
Licensee's possession(whether modified or unmodified),and PROGRAM TO BE SATISFACTORY.
all other Confidential Information and other materials
pertaining to the Licensed Program(including all copies •
thereof). Licensee agrees to certfy Licensee's compliance' IN WETNESS WHEREOF,the parties have caused this Agreement '
with such restriction upon Spllman's request. The terms of to be executed by their duty authorized representatives as set forth
Sections 6,7.3,8.4,8.5,8.6,8.7,9.4,and 10 shaft survive below.
termination or expiration of this Agreement.
Section 11:Signatures
Section 10: Miscellaneous
Accepted and Approved:
10.1 This Agreement,the FLrchase Agreement and the Support
Agreement(if applicable),togetherwfh their attachments,if CITY OF GREELEY,COLORADO
any,constitute the complete agreement between the parties
with respect to the Licensed Program end other subject AFPRO AS 0 TANCE
matter hereof.No modification of the Agreement shall be
binding unless i is in writing and is signed b y an authorized
representative of each party. By:
r
10.2 Licensee may not assign or transfer this Agreement or any of
is rights or duties hereunder to ary third partyw ithout
Spilman's prior written consent. . AFP'• -•AS TO GAL •RM:
10.3 This Agreermeniwii be governed by the laws of the stated .�/
Colorado,not including conflicts of laws provisions.The By: _ - —
parties hereby submit to the exclusive jurisdiction and venue City Atto, ey
of Colorado state and federal courtsw ith respect b any
action between the parties relating to this Agreement.In any
such action,the prevailing party shall be entitled to an award AVALABLITY OFF •
of its reasonable costs and attorneys'fees from the other
party.
By:
10.4 Any waiver by either party of a default or obligation under th'e Director of Fnan
Agreement w ill be effective only f in writing. Such awaiver
does not constitute a waiver of arty subsequent breach or t r J/
default. No failure to exercise any right or power under this Date: it ' L-'� ! it/
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.
4
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