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Home My WebLink About20090530.tiffMASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT THIS MASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT ("Agreement") is entered into this day of February, 2009 ("Contract Date"), by and between Fidlar Technologies ("Contractor- or "Contractor Technologies"), whose address is and the Weld County, Colorado, by and through the Board of County Commissioners of Weld County ("Customer"). WITNESSETH: WHEREAS. Contractor designs, develops and licenses its own computer software programs, all of which arc hereinafter referred to as "software," and WHEREAS, Customer desires to purchase from Contractor licensed computer software for the purpose of indexing and imaging documents electronically. NOW, THEREFORE, Customer agrees to buy from Contractor, and Contractor agrees to sell to Customer, the licensed program(s) described herein, at the price quoted and subject to the terms and conditions of this Agreement. INTRODUCTION. Customer previously reviewed the Contractor's demo and product information regarding iDocument XF. Customer's expectations of the performance of the software being purchased and its application in relation to the software and hardware environment in which the software is expected to operate and the number of users of the software, is based upon the attached Schedules A, B. D, and E, and upon the reviewed demos and Software Documentation. The terms of this Agreement are specified in this document and in Schedules A, B, C, D, and E, which are an integral part of this Agreement, arc referred to herein, and are attached hereto and made a part hereof I. DEFINITIONS. 1.1 Acceptance means Customer's willing receipt of the products, services and Software offered by Contractor, and Customers agreement to pay for said products, services and Software. Customer shall always evidence Acceptance by a written statement, and not by payment alone. 1.2 Computer means a machine or system, which uses logical devices ("central processing units) to process information, such as a multiprocessor computer system or a workstation. 1.3 Designated Computer(S) means specific Computer(s), including replacements, modifications, upgrades and additions thereto, upon which the application software is compiled or installed and executed. Lie o0<,75 hJ/t ,it ar ca J -2-&0c2 2009-0530 O3434 1.4 Execution Date means the date. after installation of the Software, upon which Customer (in writing). accepts the Software. 1.5 C. Material Breach means the failure to achieve a milestone as set forth in Exhibit 1.6 Product Update means a change or new release of the Software or Software Documentation designed to correct Software Problem(s). 1.7 Product Upgrade means a change or new release of the Software or Software Documentation designed to enhance the features of the licensed Software version or otherwise improve the functionality of the licensed Software version. 1.8 Public Access Module means a unique subset of Software provided for the purpose of providing third parties read-only access to Customer data. 1.9 Run -Time Version means a program that is used to execute the Software and other utilities that are a part of the Software, but which does not allow a User to change the Software or to create new and different Software features. 1.10 Severe System Malfunction means the failure of the Software to perform as represented by Contractor in the attached Schedules. 1.11 Software means all of the computer software program versions listed in the attached Schedules, and are considered a part of the Contractor's "deliverables- and shall include all updates, enhancements, modifications, or upgrades provided under the terms of this Agreement or a related support agreement. Notwithstanding the foregoing, Software does not include any third party software, unless set forth in the attached Schedules. 1.12 Software Documentation means the standard user documentation published or provided on-line by Contractor, or distributed by Contractor under a third party license, describing the use of the Software, including any tutorial presentation of the Software's capabilities or Run -Time Version, and may include technical documentation which describes the design of the Software. Software Documentation may be released in an electronic media format. Notwithstanding the foregoing, Software Documentation does not include any third party software documentation. 1.13 Software Problem(S) means defective Software distribution media and/or a failure of the Software to function substantially in accordance with the Software Documentation. 1.14 Source Code means a copy of the Software which allows the Software installer to compile the Software into a Run -Time Version using the appropriate Development System; some portions of the Source Code may already be compiled by Contractor and provided in an executable, Run -Time or object code version. 2 1.15 User means the unique combination of one log -in on one software display device (does not apply if a license is required for each CPU). 2. LICENSES. 2.1 Grant of License. Contractor grants to Customer the non-exclusive and non- transferable right to have the Users execute the Software on the Designated Computers, and to use the associated Software Documentation only for Customer's internal business purposes and only with Customer's data, subject to the terms and conditions of this Agreement and in consideration of payment of the agreed upon license fees. 2.2 Rights of Customer. Customer may access the Software lawfully licensed to Customer on any configuration of computers or display devices connected to the Designated Computer(s). Customer may transfer the Software to any electronic storage device connected to the Designated Computer(s), provided Customer keeps the original solely for backup or archival purposes. Customer has the right to approve all personnel supplied by Contractor to perform services rendered under this Agreement. 2.3 Acceptance of Software. For each Software product licensed under this Agreement, Customer shall have a thirty (30) day "Acceptance Period" beginning on the Execution Date, or if the Software is provided with Software modifications, beginning on the third day following the installation of the Software and/or Software modifications. During the Acceptance Period, Customer may cancel the license by giving written notice to Contractor and returning the Software in accordance with Section 4.2. If Customer elects to accept the license, the license will be accepted by Customer at the end of the Acceptance Period, upon Customer's execution of a written acceptance. Should Customer elect to cancel this Agreement under the terms of this Section 2.3. Customer shall pay Contractor for all implementation services provided through the accomplishment of the most recent milestone payment date, so that Contractor will be paid for its accomplishment of the steps taken to reach that milestone. The Software and Services Summary, which is attached hereto and made a part hereof as Schedules A and E, set forth all such steps, milestones and payment obligations. 2.4 Backup Copy. Customer may make backup copies of the Software and of any portions thereof, as well as any portions thereof which are modified or merged with other programs in accordance with this Agreement. All such backup copies shall also be subject to the terms and conditions of this Agreement. Customer agrees to maintain an accurate record of the location of the backup copies at all times. 3 2.5 Delivery. Contractor shall deliver the Software to Customer at Customer's facility located at: Steve Moreno Weld County Clerk & Recorder 1402 N. 17'x' Avenue Greeley, CO 80631 3. PROPRIETARY RIGHTS AND CONFIDENTIALITY. 3.1 Ownership. All title and rights of ownership in the Software and Software Documentation remain with Contractor and/or its suppliers and are protected by copyright, patent, and/or trade secret laws. Customer agrees to take all reasonable steps to protect Contractor's and its suppliers' proprietary rights in the Software and Software Documentation including, but not limited to, the proper display of copyright, trademark, trade secret, and other proprietary notices on any copies of the Software. Customer must reproduce and include any copyright, trade secret, trademark, or proprietary data notices, and other legends and logos on the backup copies. Customer agrees to assist Contractor in the defense of Contractors and its suppliers' ownership of the Software and Software Documentation against all claims, liens and legal processes of creditors of Customer, and further agrees, to the extent it is able in the normal course of business, to keep the Software and Software Documentation free and clear of all such claims, liens, and processes. However, the parties agree that Customer shall have all rights of ownership of the Software, once it has paid the contracted price for said Software, except the right to re -sell said Software. 3.2 Confidentiality. As Customer is a public entity, Contractor is aware that this Agreement and all of its terms and conditions constitute a public record and that Customer must disclose this Agreement and its terms and conditions to members of the public who wish to see it. In addition, Customer may disclose the Software to consultants and other third parties retained to work with the Software. 4. TERM AND TERMINATION. 4.1 Term. The licenses granted under this Agreement shall commence upon the Customer's Acceptance of the Software and shall continue unless Customer does not renew in accordance with the provisions of this Agreement. However, both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit Customer from entering into Agreements which bind Customer for periods longer than one year. Therefore, on the anniversary date of this Agreement, Customer shall notify Contractor if it wishes to renew this contract. 4.2 Termination. Customer may terminate this Agreement by notifying Contractor in writing of its intention to terminate. If Customer terminates this Agreement as a result of Contractor's failure to attain a milestone as set forth in Schedules A and E, within sixty 4 (60) days after notice from Customer that Contractor has failed to meet the milestone as anticipated. Customer shall be relieved from all further obligations under this Agreement. Contractor may terminate this Agreement if Customer fails to pay any license fees owing and which are more than thirty (30) days past due. Contractor may also terminate the Agreement if Customer breaches any agreement or obligation in this Agreement and fails to remedy such breach or demonstrate a good faith effort to remedy such breach within thirty (30) days after receiving written notice of such material breach from Contractor. HOWEVER. as Contractor has no rights after termination of this Agreement to Customer's continued subscription to Contractor's services under the service provisions as set out in Schedule B, future action by Customer to refuse to accept such services shall not give rise to any right of Contractor under this Agreement. Upon termination, both parties shall be relieved from any further obligations to one another under this Agreement. 5. LIMITED WARRANTY. 5.1 Limited Warranty. Contractor warrants that after the delivery of the Software and Software modifications. if any, to Customer, the latest unmodified version of the Software released by Contractor shall substantially perform in accordance with the Software Documentation and in accordance with representations made in the attached Schedules, which collectively represent both Customer's and Contractor's expectations with regard to the operation of the Software. 5.2 Remedies. Contractors entire liability and Customers exclusive remedy shall be for Contractor. at Customer's option, to either: (a) replace any defective media which prevents the Software from satisfying the limited warranty described above provided such defective media is returned to Contractor; or (b) attempt to correct any errors which Customer finds in the Software during this warranty period and which prevent the Software from substantially performing as described in the Software Documentation. Any replacement Software will be warranted for the remainder of the original warranty period or for thirty (30) days, whichever is longer. 5.3 Right to License. Contractor warrants that it is the owner of the Software and/or has the right to license Software to Customer. 5.4 Limitations of Warranty. The above warranty is null and void if failure of the Software has resulted from accident, abuse, or misapplication; including unanticipated alteration or modification of the Software by Customer. The above warranty applies only to Software Problems, which are apparent in the unmodified, standard Software, which is not merged with other software. Contractor shall not be required to correct errors during the above described warranty period attributable to: equipment malfunction; products other than the Software; use of the Software in conflict with or contravention of the Software Documentation or the terms of this Agreement; or accident, neglect, misuse, or abuse of the Software. 5 6. INDEMNIFICATION. 6.1 Contractor's Indemnification. Contractor shall indemnify, defend and hold harmless Customer against any action to the extent such action is based on a claim that Customer's use of the Software or Software Documentation or any part thereof, under this Agreement, infringes a valid, enforceable United States patent or copyright. or misappropriated a trade secret, and Contractor shall pay all damages and costs, (including reasonable attorneys' fees), awarded or agreed to in a settlement by Contractor in respect of such action; provided that Contractor is given notice of such claim within thirty (30) calendar days of the dated Customer knows of such a claim. Contractor shall control the defense in any such action and, at its discretion. may enter into a stipulation of discontinuance and settlement thereof. Customer shall cooperate with Contractor in any such defense and shall make available to Contractor all those persons, documents and things required by Contractor in the defense of any such action. Reasonable out-of-pocket expenses incurred by Customer will be reimbursed by Contractor. Customer, may, at its expense, assist in such defense. 6.2 Remedies. If, in an action described in Section 6.1 above, the Software is held to constitute an infringement or misappropriation, or the use, demonstration, distribution, marketing, or sublicensing thereof is enjoined or restricted, Contractor shall, at its option, either procure for Customer the right to continue using the Software, or modify the Software to permit Customer to exercise its rights hereunder, or if the foregoing options are not available, terminate the Agreement and promptly refund to Customer all license fees paid by Customer to Contractor for the infringing Software amortized over a five (5) year period from the date of initial delivery, (i.e., a refund pro -rated on a monthly bases over a sixty (60) month term). 6.3 Limitations of Indemnification. The foregoing indemnity shall not apply in respect of any infringement misappropriation if such infringement or misappropriation resulted from Customer's or any of its Users' use of the Software: (a) in an operating environment other than that described in the Software Documentation or under this Agreement; (b) in conjunction with an enhancement not created or owned by Contractor; or (c) in conjunction with other software not created or owned by Contractor. The foregoing states the entire obligation of Contractor with respect to the infringement of patents and copyrights, and misappropriation of trade secrets. 7. SUPPORT. 7.1 CountyCare© Software Maintenance Services. Contractor agrees to provide the CountyCare© Software Maintenance Services listed in Schedule B and Customer agrees to pay for the same in accordance with the payment provisions of Schedules A and E. 8. GENERAL. 8.1 Waiver, Amendment or Modification. Any waiver, amendment, or modification of any of the provisions of this Agreement or of any right, power or remedy h hereunder shall not be effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future. 8.2 Governing Law. This Agreement shall be governed by the laws of the State of Colorado, and shall inure to the benefit of Contractor, its successors, administrators, heirs, and assigns. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. 8.3 Choice of Forum. The parties agree that Weld County. Colorado shall be the proper forum for any action, including mediation and arbitration brought under this Agreement. 8.4 Attorney Fees. In the event an action, including arbitration is brought to enforce any provision of this Agreement, the prevailing party shall be entitled to recover legal costs, including attorney fees, in addition to any other amounts recovered. 8.5 Limitation on Actions. No actions, regardless of form, arising from the transactions under this Agreement, may be brought by an aggrieved party hereto more than two (2) years after the facts creating the cause of action are known to said party. 8.6 Severability. If any term, provision, or part of this Agreement is to any extent held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby. and each remaining tern, provision, or part shall remain in full force and effect. 8.7 Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the termination of this Agreement, shall so survive. 8.8 Notice. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notice to Contractor: Notice to Customer: Contractor Technologies 4450 48th Av Ct Rock Island, IL 61201-6248 Attn: Ernest Riggcn, Vice President Steve Moreno Weld County Clerk & Recorder 1402 N. 17th Avenue Greeley, CO 80631 8.9 Force Majeure. Neither party shall be in default nor liable for any failure in performance or loss or damage under this Agreement due to any cause beyond its control. 8.10 Taxes. Customer, as a governmental entity, is exempt from sales, use and other taxes or similar governmental charges or duties which might be incurred in connection with the exercise of the license(s) and rights granted herein to Customer, and therefore shall not be responsible for the payment of any taxes. Contractor shall be responsible for the payment of any sales, use or other taxes incurred when it purchase products, materials or services in the fulfillment of its obligations under this contract. Contractor is also responsible for the payment of all taxes or charges based on the income of the Contractor. 8.11 Acknowledgment. Customer and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits A, B, C, and D, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 8.12 Entire Agreement. It is expressly agreed that this Agreement embodies the entire contractual agreement and that there is no other oral or written agreement or understanding between the parties at the time of the execution hereunder. Further, this Agreement cannot be modified except by written agreement of all parties hereto. 8.13 Binding Effect. This Agreement shall ensure to the benefit of and bind the parties hereto, their successors and assigns. 8.14 Authority. Contractor and Customer each hereby warrant and represent that their respective signatures set forth below have been and are on the date of this Agreement duly authorized by all necessary and appropriate corporate and/or governmental action to execute this Agreement. 8.15 Section Headings. All section headings contained herein are for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement. a IN WITNESS WHEREOF, the parties have duly accepted and executed this Agreement as of the date first stated above. CONTRACTOR TECH Date: 02 /,Z N 109 ATTEST: Weld County Clerk By: Deputy Cie to t le (Printed Name) COUNTY OF WELD, a political subdivision of the STATE OF COLORADO: By: William F. Garcia, Chairman Board of County Commissioners of the County of Weld MAR 0 2 2009 0009- Cis?: SCHEDULE A SOFTWARE AND SERVICES SUMMARY Contractor Technologies Product\Service Description Cost iDocuunent XF $95,000.00 Receipting (cashiering) Included Indexing Included elndexing (OCR) — SSN Redaction Batch Process Included SSN Redaction Batch Processing Included Manual Interface Included Automated Verification Functionality Included iScan — Scanning Module Included Magnetic Image Management Included Xpedite — Level II & III eRecording Included FC Customs — linportlExport Data Included Property Fraud Alert Service Included Laredo & Tapestry Included — Subscription to end -user Internal County Users (outside Recorders office) $2501 Workstatio nAFear-5Included MC Hands Free Microfilm Creation Optional-.051image Information Replication Service Optional - $15,350.00 (based on estimated storage requirements) Required Hardware Not Included Implementation Services $58,000.00 Project Management Included Workflow Analysis Included Installation/Configuration Included Data Conversion Included Comprehensive Training Included Internal Included Public Included Customization Fund $4,000.00** Annual CountyCare Support $17,100.00 I year 1-800 Support Included System Upgrades (iDocumentXFonly) Included Training on New features & Functionality Included State Mandated or Regulatory Updates Included Information Replication —storage lease — ( data stored with us) Optional - $4000.00 I year (based on estimated storage requirements) 10 PAYMENT MILESTONES AND DATES: 25% of the services cost will be invoiced upon contract signing 25% of the software cost will be invoiced upon contract signing 75% of the services cost will be invoiced following live date 75% of the software cost will be invoiced following live date ** 100% of the customization fund will be invoiced upon contract signing First year support and maintenance agreement (CountyCare) will be invoiced upon live date. It will be prorated based on retuning annual December I" invoice date. **NOTE CONCERNING THE CUSTOMIZATION FUND: It is understood that throughout the course of this contract process, the need for various customizations may be discovered. These customizations include, but are not limited to, the following: iDocument XI' reports that may need to be created or customized to meet the unique needs of your office; unexpected data and/or image conversion costs; etc. Should these customizations not be required, this money will be refunded to you within six months of your "Live" date. TAXES: Charges are exclusive of all federal, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future with the exception of taxes on net income and, therefore, are subject to an increase equal in amount to any tax Contractor may be required to pay upon the license, sale, or delivery of the product purchased. Note: Prices quoted herein are guaranteed for thirty (30) days. After that time, prices may change without notice. CUSTOMER REPRESENTS THAT THIS SCHEDULE 'A' HAS BEEN READ AND IS ACCEPTED. 11 SCHEDULE B CountyCare" Software Maintenance Services COUNTYCARE© ANNUAL COST: The annual cost of CountyCare` is included in this contract as part of the Life Cycle Pricing Service. Any increase in annual cost shall not exceed 15% over the annual cost of the previous year. DESCRIPTION OF COUNTYCARE`" CountyCare` is a mandatory software support service which is required upon installation of the software purchased. Under the terms and conditions of this Agreement, CountyCaret includes: • Software Maintenance to the currently licensed Contractor developed Software Products • Furnishing telephone support relative to the currently licensed Contractor developed Software Products, either in their original or maintained form • Providing legislative updates to the Contractor developed Software Products as required by the State, except those updates that require fundamental modifications to the core design of the product • Providing product enhancements on an ongoing basis, the frequency based on the age of the product and market requirements Specifically excluded from software maintenance coverage are the following: • Enhancements or modifications to software programs at user's request; such work would be considered a billable extra • Support to new or existing Contractor Technologies Products not covered by this contract • Operating System versions or their support or installation • Database Management System versions or their support or installation • Diagnosis or correction of problems caused by operator negligence • Diagnosis or correction of problems caused by hardware, data media, or 3''d party software or other systems not covered by this Agreement • Diagnosis or correction of problems caused by some naturally occurring event such as storm, flood, etc. • Conversion costs for changes to database structure, if needed 12 EFFECTIVE DATE: Software maintenance coverage is effective from the date of contract signing through the term of the contract. BASIC MATERIALS: Software Maintenance to the Software Products licenses granted under this Agreement will govern any basic materials, in machine readable or printed form, provided to the Customer by Contractor. The Customer is granted the right to locally reproduce additional copies of printed licensed material exclusively for his own use. All licensed material so locally reproduced shall be considered to be the same as the originally delivered material for all purposes under this Agreement. PROTECTION AND SECURITY: The Customer agrees to not disclose the content of the Software Products materials to any person except those who need to know for purposes of operating the system for the Customer. The Customer further agrees to protect the secrecy of the content of the Software Products materials by using procedures at least as stringent as those used to protect his own proprietary or confidential information and materials. The Customer specifically acknowledges that he has no right of ownership of the Software Products, and that he possesses the license to use said Software Products according to the provisions of this Agreement. ON -SITE SUPPORT: If on -site Software Maintenance to the Software Products is required, the Customer will be charged for the time and materials at the then current rate. Services covered by your CountyCare may change on occasion without notice. CUSTOMER REPRESENTS THAT THIS SCHEDULE 'B' HAS BEEN READ AND IS ACCEPTED. 13 SCHEDULE C Hardware Maintenance Services Provided by Contractor Technologies NOTE: SCHEDULE 'C' NOT APPLICABLE - THERE IS NO HARDWARE INCLUDED IN THIS CONTRACT ❑ NEW AGREEMENT *: First -year hardware service cost: S N/A ❑ PRE-EXISTING AGREEMENT *: Hardware service cost will be prorated from date of installation to renewal date of existing Hardware Service Account. * This amount will be billed upon completion of installation. THE CUSTOMER AGREES TO PURCHASE, AND CONTRACTOR TECHNOLOGIES AGREES TO FURNISH AT THE INSTALLATION LOCATION, SPECIFIED HARDWARE SERVICE ON THE EQUIPMENT LISTED. All equipment listed and its implied components (i.e., motherboard, power supplies, RAM, print heads. etc.), are covered by this Schedule C. Consumables (i.e., scanner cleaning kits, pm kits, cables, paper, ribbons, media. diskettes, etc.), arc not covered under the terms of this Schedule C. This hardware maintenance rate is applicable until the first anniversary date of this agreement or the anniversary date of your existing hardware maintenance agreements if so noted above. Future rates may be changed. You will be notified prior to new rates going into effect. This hardware maintenance agreement will auto -renew each year 30 days after we send you notice unless you notify us, within those 30 days, that termination is desired. Note: Prices quoted herein are guaranteed for thirty (30) days. After that time, prices may change without notice. CUSTOMER REPRESENTS THAT THIS SCHEDULE 'Cr HAS BEEN READ AND IS ACCEPTED. 14 SCHEDULE D - Addendum Laredo / Tapestry / Property Fraud Alert LAREDO DESCRIPTION: Contractor Technologies' Laredo software is designed to allow remote access to the Customers recorded document information by professional searchers (i.e.. title companies, banks, realtors, etc.) Laredo provides subscription only access and user subscriptions are granted and set up by the Customer. After subscribers arrange for their user II) and password, they are able to download the Laredo remote access software from Contractors website. www.Contractor.com. Each new Laredo subscriber will be presented with an online End Uscr Agreement when they log in to Laredo. They will be prompted to print the agreement, sign it, then forward it to Contractor. The Laredo subscriber will be presented with this User Agreement each time they log in until they endorse the agreement and send it back to Contractor. It is notable that the unique user ID (username) and password defines each Laredo user. This user ID can be used to access land records data from any properly configured workstation: however, multiple users cannot log in with the same user ID at the same time. LAREDO BILLING: Contractor invoices each Customer for Laredo user subscriptions on a quarterly basis. New subscribers joining during a quarterly period will be billed based on the prorated amount for that quarter determined by their subscription date. The billing periods con -elate with the calendar quarters. LAREDO PRICING: Laredo Per -Minute Plan Fees (typical pricing model shown, but maybe modified): Per -Minute Plans 0-250 minutes 251-500 minutes overage 501-1000 minutes $195/mo and 0.18 per min overage 1001-2000 minutes $295/mo and 0.15 per min overage 2001 and up $400/mo Contractor Charge To County per User County Charge to Subscriber Subscription $75/mo and 0.25 per min overage $45/mo and 0.10 per minute overage $125/mo and 0.23 per min $65/mo and 0.075 per minute overage $85/mo and 0.06 per minute overage $103/mo and 0.05 per minute overage $115/mo 15 Laredo support (at 1-800-747-4600), including End -User subscriber support, is included in the Per -Minute Plans. TAPESTRY II DESCRIPTION: The Customer agrees to participate in the Tapestry II General Public Access System by permitting their information to be made available through the Contractor Technologies Tapestry II website system. The Customer understands that Tapesty II is a service offered and managed by Contractor to offer the land records of participating Counties collectively to the general public. The Customer understands that Contractor will provide 1-800 support to users as well as manage the billing and collecting of Tapestry II access fees from the end users. At the end of each billing period (calendar quarter), Contractor will provide a credit notice to the Customer based on the following parameters: • S2.25 per Tapestry II search transaction: Contractor covers credit card fees, collections, and bad debt • 50% of print -related fees The Customer understands that access fees for Tapestry II may change but the above noted revenue share remains the same. Tapestry end -user pricing fees may change without notice. Contractor understands that it may not use or share the Customer's data in any way other than the methods outlined above. The Customer is responsible for the costs, services, hardware, software, security, and maintenance of the required Internet connection to connect the Laredo/Tapestry II system to the Customer's system. PROPERTY FRAUD ALERT DESCRIPTION: Contractor's Property Fraud Alert (PFA) service is designed to monitor, identify, and notify individuals whose name has been indexed from a document recorded in the Customer's office. The intent is to offer subscribers the ability to have their name/business name monitored within the Customer's office in order to track possible fraudulent activity. PFA subscribers must sign up for the PFA service via the PFA website, www.propertyfraudalert.com (select respective County). Subscribers will ONLY be notified by the PFA service when the name they have submitted matches any names that have been indexed from documents recorded within the Customer's office. Property Fraud Alert is a subscription -based service. The Customer, at its discretion, may choose to offer the PFA service to its citizens free of charge or at a fee of the Customer's choice. All no -charge subscription services must be entered via the PFA web site only. Should the Customer elect to charge a fee to subscribers, the subscriber must 16 choose either a 1 -Year subscription service or a 3 -Year subscription service. With all paid subscription services, the subscriber will be given the option to either enter a credit card via the PEA web site or to submit a hard copy subscription form. The revenue from these subscription services will be shared 50/50 between Contractor and the Customer (after credit card processing fees). Property Fraud Alert service also provides a 2 -Year History Look -Back option that the Customer may choose to offer to the subscribers. A fee of 55.00 per subscriber name is required —this fee will be processed via credit card at the time of subscription to the PFA service. PFA is a Contractor -managed web site and service. Contractor provides technical and end -user support via the PFA hotline service (1-800-728-3858). CUSTOMER REPRESENTS THAT THIS SCHEDULED' HAS BEEN READ AND IS ACCEPTED. 17 SCHEDULE E Agreement as to Hardware, Software, and Services The following is a complete listing of all 3" party hardware and software, and all other software and services associated with this agreement: Contractor Technologies Product\Service Description Cost iDocument XF $95,000.00 Receipting (cashiering) Included Indexing Included clndexing (OCR) — SSN Redaction Batch Process Included SSN Redaction Batch Processing Included Manual Interface Included Automated Verification Functionality Included iScan — Seamnin ' Module Included Magnetic Image Management Included Xpedite— Level II & Ill eRecording Included FC Customs — Importl Exhort Data Included Property Fraud Alert Service Included Laredo & Tapestry Included — Subscription to end -user Internal County Users (outside Recorders office) $2501 WorkstationIYear-5Included NIC Hands Free Microfilm Creation Optional-.051image Information Replication Service Optional - $15,350.00 (based on estimated storage requirements) Required Hardware Not Included Implementation Services $58,000.00 Project Management Included Workflow Analysis Included Installation/Configuration Included Data Conversion Included Comprehensive Training Included Internal Included Public Included Annual CountyCare Support $17,100.00 I year 1-800 Support Included System Upgrades (iDocumentXFonly) Included Training on New features & Functionality Included State Mandated or Regulatory Updates Included Information Replication —storage lease — ( Optional - $4000.00 I year (based on 18 data stored with us) estimated storage requirements) It is the Customer's responsibility to interpret 3" party software licensing requirements and to purchase the necessary legal copies of 3'a party software. It is also the Customer's responsibility to purchase additional software licenses if required clue to changes in the number of users or other factors. NOTE: Contractor Technologies has provided recommendations and/or is providing pricing below for 3"d party software based on input from the Customer. DATA CONVERSION: Cost for data conversion does not include any additional fees your current vendor may charge. Please note: Contractor requests data to be supplied to us in flat ASCII format. If data is not supplied in this requested format. additional charges may apply. IMAGE CONVERSION: Cost for the image conversion does not include any additional fees your current vendor may charge. Please Note: Conversion costs assume images have been supplied to Contractor conversion personnel as individual Group IV TIFF images. Included with the images must be an index complete with document numbers and page numbers. If images and data are not supplied in this requested format, additional charges may apply. BACKUPS OF DATA AND IMAGES: Customer shall follow its (Weld County ACS) standards for all backups of data and images. ANTI -VIRUS, SURGE PROTECTION, WINDOWS UPDATES: Customer shall follow its (Weld County ACS) standards for all anti -virus software, surge protection, and Microsoft Windows updates. HARDWARE RECOMMENDATIONS: NOTE: This information is for reference purposes only - These items arc not included in this contract. 19 DESCRIPTION QTY DESKTOPS HP DC7600 3.2GHz Intel P4 640 / 5I2MB DDR2 SDRAM / 80GB SATA / CD-ROM 12 20" SWIVEL MONITORS 2 20" SYNCMASTER 204B ANALOG DIGITAL LCD - BLK (1600 x 1200 MAX RESOLUTION / DVI) 10 17" HP SMARTBUY LI 706 LCD - CARBON SILVER (1280 x 1024 MAX RESOLUTION) I SERVERS HP PROLIANT ML350 G5 DUAL CORE XEON 1.86GHz 1GB/CD 2 2GB RAM (1GB X 2) DIMM FOR PROLIANT ML370 G4 ONLY (HP BRAND) 4 HP 146GB HOT PLUG WIDE SCSI 10K HARD DRIVE 4 HP 72GB HOT PLUG WIDE SCSI 10K HARD DRIVE 4 , HP SMART ARRAY 641 CONTROLLER (for ML370G2 or better only) 2 HP I28MB BATTERY BACKED CACHE FOR ARRAY 2 64 -BIT 133MHZ SGL CHANNEL ULTRA320 SCSI INT TAPE DRIVE 2 HP 100/200GB STORAGE WRKS ULTRIUM 232 LVD SCSI INT TAPE DRIVE 1 ULTRIUM CLEANING CARTRIDGE 1 100/200GB ULTRIUM TAPE MEDIA 10 HP SMARTBUY ULTRIUM 448 BUNDLE 1 200/400OB ULTRIUM TAPE MEDIA 6 Belkin 2 Port Video Switch Box 1 24 PORT HUB 1 Dymo Label Writer 440 4 3RD PARTY SOFTWARE APC BR1500VA BACKUPS PRO 8 OUTPUT CONNECTORS (HAS SOFTWARE) 2 NOTES Windows XP Indexing\Receipting\Scanning Monitors must support 1600x1200 resolution Public Access Monitors DO NOT require 1600x1200 - only need 1024x768 This county replicates their data and images to us - which is what their remote users hit We would recommend another server to handle replication\remote access users if Weld county prefers to host this service yourself 20 MS WINDOWS 2003 SERVER STD W/10 - CUSTOMER 2 ARCSERVE 2000/NT WG ED SINGLE SERVER 2 SQL SERVER 2005 STANDARD EDITION (1 PROCESSOR UNLIMITED CUSTOMERS) (Need media kit*) CRYSTAL REPORTS V10.0 PROFESSIONAL - 1 USER LICENSE CAPTURE, OCR TECH LICENSE PACK V12.0 (CONTRACTOR PN#31-71 IA -10073) SYMANTEC PCANYWHERE32 V12.0 H/R SNGL F/XP/98/NT/2000/ME (Box Product) 1 SYMANTEC PCANYWHERE32 V12.0 HOST ONLY SNGL F/XP/98/NT/2000/ME (Box Product) 17 RECEIPT PRINTERS EPSON TM -J 7100 PRINTER USB VERSION 4 CABLE FOR EPSON TM -J 7100 USB 4 POWER SUPPLY FOR EPSON TM -J 7100 PRINTER (UNIVERSAL) 4 ZEBRA TLP-2844-Z 4 PRINTERS HP 4250TN 2 SCANNER FUJITSU FI-5750C SCANNER PACKAGE I KOFAX ADRENALINE 6501 SCSI IMAGING BRD Order cable I KOFAX SCANNER CABLE - SCSI (FOR 4340C & 4530C SCANNERS) 6 FT Note: Prices quoted herein are guaranteed for thirty (30) days. After that time, prices may change without notice. CUSTOMER REPRESENTS THAT THIS SCHEDULE HAS BEEN READ AND IS ACCEPTED. 21 Hello