HomeMy WebLinkAbout20073016.tiff Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
This Master Software License & Support 1.7 "Software" means all of the computer
Agreement ("Agreement") is entered into on the software program versions listed in Exhibit B —
10th day of September, 2007 ("Execution Date"), CCI's Deliverables, and shall include all updates,
by and between Colorado CustomWare, Inc., enhancements, modifications, or upgrades
("CONTRACTOR") and Weld County, Colorado provided under the terms of this Agreement or of a
("COUNTY"). related support agreement. Notwithstanding the
above, Software does not include any 3r° party
CONTRACTOR agrees to furnish to COUNTY, and software.
COUNTY agrees to accept, in accordance with the
terms and conditions of this Agreement, the use of 1.8 "Software Problem(s)" means defective
the software identified below. Software distribution media and/or a failure of the
Software to function substantially in accordance
1. DEFINITIONS with the Software Documentation.
1.1 "Computer" means a machine or system,
which uses logical devices ("central processing 1.9 "Source Code" means a compilable copy of
units") to process information, such as a multi- the Software which allows the Software installer to
processor computer system or a workstation. compile the Software into a Run-Time Version
using the appropriate Development System; some
1.2 "Designated Computer(s)" means specific portions of the Source Code may already be
Computer(s), including replacements, compiled by CONTRACTOR and provided in an
modifications, upgrades and additions thereto, executable, Run-Time or object code version only.
upon which the application software is compiled or
installed and executed. 1.10 "User" means the unique combination of one
log-in on one software display device.
1.3 "Software Documentation" means the
standard user documentation published or 1.11 "Public Access Module" means a unique
provided on-line by CONTRACTOR, or distributed subset of Software provided for the purpose of
by CONTRACTOR under a third party license, providing third parties read-only access to
describing the use of the Software, including any COUNTY data.
tutorial presentation of the capabilities of the Run-
Time Versions and may include technical 2. LICENSES
documentation which describes the design of the 2.1 Grant of License. CONTRACTOR grants to
Software. Software Documentation may be COUNTY the non-exclusive and non-transferable
released in an electronic media format. right to have the Users execute the Software on
Notwithstanding the above, Software the Designated Computer(s), and to use the
Documentation does not include any 3r° party associated Software Documentation only for
software documentation. COUNTY's internal business purposes and only
with COUNTY's data, subject to the terms and
1.4 "Product Update" means a change or new conditions of this Agreement and in consideration
release of the Software or Software Documentation of payment of the agreed upon license fees.
designed to correct Software Problem(s).
2.2 Rights of COUNTY. COUNTY may access
1.5 "Product Upgrade" means a change or new
release of the Software and/or Software the Software lawfully licensed to COUNTY on any
Documentation designed to enhance the features configuration of computers or display devices
of the licensed Software version or otherwise connected to the Designated Computer(s).
COUNTY may transfer the Software to any
improve the functionality of the licensed Software
version. electronic storage device connected to the
Designated Computer(s), provided COUNTY
1.6 "Run-Time Version" means a program that is keeps the original solely for backup or archival
used to execute the Software and other utilities purposes.
that are part of the Software, but which does not
allow a User to change the Software or to create 2.3 Acceptance of Software. For each Software
new and different Software features. product licensed under this Agreement, COUNTY
shall have a thirty (30) day "Acceptance Period"
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Colorado CustomWare, Inc., Inc. 1 of 12 Confidential&Proprietary
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Colorado
Exhibit A - Master Software License & Support Agreement (MSLA) CustomWare Inc.
beginning on the Execution Date, or if the Software 2.7 Export Restrictions. COUNTY may not
is provided with Software modifications, beginning export or re-export the Software or any copy or
on the delivery date of the Software and/or adaptation in violation of any U.S. Export
Software modifications. During the Acceptance Administration regulation or other applicable
Period, COUNTY may cancel the license by giving regulation.
written notice to CONTRACTOR and returning the
Software in accordance with Section 4.2. Unless 3. PROPRIETARY RIGHTS AND
such cancellation notice is given, the license will be CONFIDENTIALITY
deemed accepted by COUNTY at the end of the 3.1 Ownership. All title and rights of ownership in
Acceptance Period. Should COUNTY elect to the Software and Software Documentation remain
cancel this Agreement under the terms of this with CONTRACTOR and/or its suppliers and are
Section 2.3, COUNTY shall pay to CONTRACTOR protected by copyright, patent, and/or trade secret
a pro rata portion of all Support Fees for the time laws. COUNTY agrees to take all reasonable steps
from the Execution Date to the date upon which to protect CONTRACTOR's and its suppliers'
such cancellation notice is given by COUNTY. proprietary rights in the Software and Software
Documentation including, but not limited to, the
2.4 Backup Copy. COUNTY may make backup proper display of copyright, trademark, trade
copies of the Software and of any portions thereof, secret, and other proprietary notices on any copies
which are modified or merged with other programs of the Software. COUNTY must reproduce and
in accordance with this Agreement. All such include any copyright, trade secret, trademark, or
backup copies shall also be subject to the terms proprietary data notices, and other legends and
and conditions of this Agreement. COUNTY must logos on the backup copies. COUNTY will, at
maintain an accurate record of the location of the COUNTY's own cost and expense, protect and
backup copies at all times. defend CONTRACTOR's and its suppliers'
ownership of the Software and Software
2.5 Restrictions on Use. Except as specifically Documentation against all claims, liens, and legal
provided above, COUNTY may not make any processes of creditors of COUNTY and keep the
copies of the Software. Except as specifically Software and Software Documentation free and
provided in writing, COUNTY may not make clear of all such claims, liens, and processes.
alterations to those portions of the Software for
which Source Code is not provided or to the 3.2 Confidentiality. COUNTY will not disclose or
Software Documentation, or to any part thereof, publish to others, and will keep confidential, the
including, but not limited to, unmodified sub- Software and the terms and conditions of this
routines, functions, libraries, or other binary code Agreement to the extent the disclosure of such
segments of the Software. COUNTY may not rent, information is not required by law. In addition,
sub-license, lease, distribute, or grant other rights COUNTY may disclose the Software to consultants
to the Software or the Software Documentation to and other third parties retained to work with the
others with the following exception: COUNTY may Software.
distribute Public Access Module as necessary to
provide third parties read-only access to COUNTY 4. TERM AND TERMINATION
data. COUNTY may not reverse engineer, 4.1 Term. The licenses granted under this
disassemble, decompile, reverse translate, or in Agreement shall commence upon the shipment of
any manner decode the Software in order to derive the Software and shall continue perpetually unless
any source code not licensed by CONTRACTOR. terminated in accordance with the provisions of this
Agreement.
2.6 US Government Terms. If COUNTY is
acquired by the US Government, or if the Software 4.2 Termination. COUNTY may terminate this
is transferred to the US Government, additional Agreement by destroying the Software and
terms and conditions may apply, and the Software Software Documentation and all copies thereof.
shall be treated as "Commercial Computer CONTRACTOR may terminate this Agreement if
Software" as defined in DFARS 252.227-7013 and COUNTY fails to pay any license fees owing and
FAR 52.227-19, or as appropriate under any which are more than thirty (30) days past due.
governmental regulations, which replace these CONTRACTOR may also terminate the Agreement
regulations. if COUNTY breaches any material representation,
warranty, agreement, or obligation in this
Colorado CustomWare, Inc., Inc. 2 of 12 Confidential&Proprietary
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Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
Agreement and fails to remedy such material error free, or that all defects will be corrected.
breach or demonstrate a good faith effort to CONTRACTOR shall not be required to correct
remedy such material breach within thirty(30) days errors during the above described warranty period
after receiving written notice of such material attributable to: equipment malfunction; products
breach from CONTRACTOR; Provided that other than the Software; use of the Software in
cancellation by the COUNTY of the Support and conflict with or contravention of the Software
Upgrade provisions as set out in Section 9.3 and Documentation or the terms of this Agreement; or
Appendix A of this agreement shall not constitute accident, neglect, misuse, or abuse of the
grounds for termination. Upon termination, Software.
COUNTY shall either promptly return to
CONTRACTOR all copies of the Software and 6. DISCLAIMER OF WARRANTY
Software Documentation in COUNTY's possession CONTRACTOR MAKES NO OTHER
or destroy all copies of the Software and Software WARRANTIES REGARDING THE SOFTWARE
Documentation, and certify in writing that all such OR SOFTWARE DOCUMENTATION, INCLUDING
copies have been returned or destroyed. WITHOUT LIMITATION, EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS
5. LIMITED WARRANTY THE WARRANTIES OF MERCHANTABILITY,
5.1 Limited Warranty. CONTRACTOR warrants FITNESS FOR A PARTICULAR PURPOSE, AND
that after the delivery of the Software and Software ANY OTHER WARRANTY, EXPRESS OR
modifications to COUNTY, the latest unmodified IMPLIED.
version of the Software released by
CONTRACTOR shall substantially perform in CONTRACTOR shall not be liable for any claimed
accordance with the Software Documentation. non- conformance of Software under Article 35(2)
of the United Nations Convention on the
5.2 Remedies. CONTRACTOR's entire liability International Sale of Goods, even if that
and COUNTY's exclusive remedy shall be for Convention were to be determined to be applicable
CONTRACTOR, at its option, to either: (i) replace to these transaction(s).
any defective media which prevents the Software
from satisfying the limited warranty described 7. LIMITATION OF LIABILITY
above provided such defective media is returned to IN NO EVENT SHALL CONTRACTOR BE LIABLE
CONTRACTOR; or (ii) attempt to correct any FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
errors which COUNTY finds in the Software during OR CONSEQUENTIAL DAMAGES, LOSS OF
this warranty period and which prevent the BUSINESS, LOSS OF PROFITS, LOSS OF
Software from substantially performing as GOODWILL, OR TORTIOUS CONDUCT
described in the Software Documentation. Any RELATING TO, CAUSED BY, OR ARISING OUT
replacement Software will be warranted for the OF ANY BREACH OF OBLIGATIONS OR DELAY
remainder of the original warranty period or for IN DELIVERY OF SOFTWARE OR SOFTWARE
thirty(30) days, whichever is longer. DOCUMENTATION UNDER THE AGREEMENT,
OR FROM COUNTY'S USE OR INABILITY TO
5.3 Right to License. CONTRACTOR warrants USE THE SOFTWARE, EVEN IF CONTRACTOR
that it is the owner of the Software and/or has the HAS BEEN ADVISED OF THE POSSIBILITY OF
right to license the Software to COUNTY. SUCH LOSS OR DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE
5.4 Limitations of Warranty. The above warranty EXCLUSION OR LIMITATION OF LIABILITY FOR
is null and void if failure of the Software has CONSEQUENTIAL OR INCIDENTAL DAMAGES
resulted from accident, abuse, or misapplication; OR CERTAIN TORTIOUS CONDUCT, SO THE
including alteration or modification of the Software ABOVE LIMITATION MAY NOT APPLY TO
by the COUNTY. The above warranty applies only COUNTY. ANY DAMAGES THAT CONTRACTOR
to software problems, which are apparent in the IS REQUIRED TO PAY FOR ANY AND ALL
unmodified, standard Colorado CustomWare, Inc. CAUSES, WHETHER FOR NEGLIGENCE,
RealWare Software, which is not merged with BREACH OF CONTRACT, OR OTHERWISE,
other software. CONTRACTOR does not warrant AND REGARDLESS OF THE FORM OF THE
that the functions contained in the Software will ACTION IN THE AGGREGATE, SHALL BE
meet COUNTY's requirements, or that the LIMITED IN AMOUNT TO THE LICENSE FEES
operation of the Software will be uninterrupted or PAID BY COUNTY TO CONTRACTOR FOR THE
Colorado CustomWare, Inc., Inc. 3 of 12 Confidential&Proprietary
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Colorado
Exhibit A - Master Software License & Support Agreement (MSLA) CustomWare Inc.
SPECIFIC COPY OR COPIES OF SOFTWARE. infringement or misappropriation resulted from
NOTWITHSTANDING THE FOREGOING, THE COUNTY's or any of its Users' use of the Software:
ABOVE LIMITATION ON THE AMOUNT OF (i) in an operating environment other than that
DAMAGES SHALL NOT APPLY TO EITHER described in the Software Documentation or under
PARTY'S OBLIGATIONS WITH RESPECT TO this Agreement; (li) in conjunction with an
THE INDEMNIFICATION PROVISIONS BELOW. enhancement not created or owned by
CONTRACTOR; (iii) with the use of a superseded
8. INDEMNIFICATION release of the Software; or (iv) in conjunction with
8.1 CONTRACTOR's Indemnification. other software not created or owned by
CONTRACTOR shall indemnify, defend and hold CONTRACTOR. The foregoing states the entire
harmless COUNTY against any action to the extent obligation of CONTRACTOR with respect to the
such action is based on a claim that COUNTY's infringement of patents and copyrights, and
use of the Software or Documentation or any part misappropriation of trade secrets.
thereof, under this Agreement, infringes a valid,
enforceable United States patent or copyright, or
misappropriates a trade secret, and 9. SUPPORT
CONTRACTOR shall pay all damages and costs 9.1 Remote Access. COUNTY is required to
(including reasonable attorneys' fees) awarded or establish a direct computer-to-computer remote
agreed to in settlement by CONTRACTOR in access link with CONTRACTOR approved by
respect of such action; provided that CONTRACTOR before support is provided to
CONTRACTOR is given written notice of such COUNTY. COUNTY must assure that
claim within thirty (30) calendar days of the date CONTRACTOR has access to COUNTY's
COUNTY knows of such a claim. CONTRACTOR Designated Computer(s) via the remote access
shall control the defense in any such action and, at link. The link must meet CONTRACTOR's current
its discretion, may enter into a stipulation of specifications for connection to its customer
discontinuance and settlement thereof. COUNTY support network. CONTRACTOR will provide the
shall cooperate with CONTRACTOR in any such System Administrator with a telephone number to
defense and shall make available to CONTRACTOR's Support Center, a log-in to the
CONTRACTOR all those persons, documents and Support Center's system, and instructions on how
things required by CONTRACTOR in the defense to establish the link. CONTRACTOR will ensure
of any such action. Reasonable out-of-pocket that the Support Center's system will
expenses incurred by COUNTY in providing such accommodate a link with the COUNTY's system.
assistance will be reimbursed by CONTRACTOR. COUNTY will bear all costs associated with
COUNTY may, at its expense, assist in such establishing and maintaining the link from
defense. COUNTY's site to CONTRACTOR's customer
support network. The COUNTY reserves the right
8.2 Remedies. If, in such an action, the Software to control which product is used to establish and
is held to constitute an infringement or maintain the link from COUNTY's site to
misappropriation, or the use, demonstration, CONTRACTOR's. The COUNTY will license their
distribution, marketing, or sublicensing thereof is own copies of the product.
enjoined or restricted, CONTRACTOR shall, at its
option, either procure for COUNTY the right to 9.2 Required Development Environment. To
continue using the Software, or modify the assist in the resolution of Software Problem(s),
Software to permit COUNTY to exercise its rights COUNTY is required to maintain the versions then-
hereunder, or, if the foregoing options are not currently supported by CONTRACTOR, or versions
available, terminate the Agreement and promptly compatible with the versions then-currently
refund to COUNTY all license fees paid by supported by CONTRACTOR, of Oracle Database
COUNTY to CONTRACTOR for the infringing Standard Edition and Microsoft Access. COUNTY
Software amortized over a five (5) year period from shall also maintain a tape drive on its development
the date of initial delivery (i.e., a refund pro-rated system and make regular backups of its
on a monthly basis over a sixty(60) month term). development systems. The requirements of this
subsection are subject to reasonable change.
8.3 Limitations of Indemnification. The
foregoing indemnity shall not apply in respect of 9.3 Support Fees. COUNTY agrees to pay the
any infringement or misappropriation if such current annual Support Fees as detailed in
Colorado CustomWare, Inc., Inc. 4 of 12 Confidential&Proprietary
Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
Appendix A. Subsequent years of Support suspected Software Problem(s) using a form of
Services are optional. telecommunications.
9.4 Colorado CustomWare, Inc. Software 9.9 Site Visits. In the event that: (i) data is
Support Specialist and System Administrator. corrupted, returned results are incorrect, or there is
COUNTY must designate both a System a severe feature malfunction without a
Administrator and a RealWare Software Support "workaround", (ii) the Software Problem seriously
Specialist who shall act as the primary contact disrupts COUNTY's primary business operations,
between COUNTY and CONTRACTOR. and (iii) COUNTY and CONTRACTOR have made
every reasonable attempt to correct the Software
9.5 COUNTY's Responsibilities. COUNTY Problem, then CONTRACTOR agrees to use its
agrees to assist and cooperate with best reasonable efforts to resolve the Software
CONTRACTOR, as reasonably required by Problem first remotely through the remote access
CONTRACTOR, in the resolution of Software connection or otherwise provided COUNTY has
Problems. Such assistance and cooperation will provided CONTRACTOR adequate remote access
facilitate quicker and more effective problem to COUNTY's system, and then on-site if
resolution by CONTRACTOR, and may include: necessary to resolve the Software Problem(s) at
9.5.1 Consultation with the System Administrator CONTRACTOR's option.
and RealWare Software Support
Specialist(s); 9.10 Support Hours. CONTRACTOR support
9.5.2 Providing documentation of the Software services, which include direct telephone services,
Problem(s), test data, and copies of the will be available to COUNTY weekdays from 7AM
programs being used when the Software to 6PM Mountain Time, excluding standard U.S.
Problem(s) become apparent. holidays.
9.6 Support Services. The Support Services 9.11 Product Updates and Upgrades. Upon
generally include resolution of Software payment of COUNTY's annual Support Fee
Problem(s), support via electronic mail ("E-mail") (detailed in Appendix A), CONTRACTOR agrees to
and telephone, and upgrades and updates of the provide COUNTY with the Product Updates and
Software. Updates to existing procedures in the Product Upgrades for licensed Software produced
Software as required by legislative action, by CONTRACTOR.
described in Appendix B, are also included in the
Support Services. Installation, training, and 9.12 Current Version Supported.
modification of the Software are services not CONTRACTOR will provide Support only for the
included as support services and must be then-current version of the Software, and for the
contracted for separately. previous version of the Software for a period of
twelve (12) months following the release of a new
9.7 E-Mail and Telephone Support. version.
CONTRACTOR will provide assistance in
identifying, confirming and providing a 9.13 Non-Supported Matters. CONTRACTOR
"workaround"for suspected Software Problem(s) in will not provide Support Services for the following
the standard, unmodified code of the Software. unless such services are otherwise agreed to:
CONTRACTOR may require documentation of the 9.13.1 Accounting, property valuation,
Software Problem, test data, and copies of the assessment or taxation principles, theory,
programs being used before confirming and or practice;
resolving Software Problem(s). E-mail can and 9.13.2 Altered or modified Software;
should be used to communicate support requests. 9.13.3 Client PC and Database Server
configuration, operation or performance
9.8 Direct User Contact. CONTRACTOR except for requirements of the Software;
personnel may use the remote access link to 9.13.4 Database administration, including but not
access COUNTY's Computer to better analyze the limited to backup, recovery, space
suspected Software Problem and produce a management, performance tuning, and
solution or "workaround" to Software Problem(s). other routine maintenance;
CONTRACTOR personnel may also directly 9.13.5 Consulting services, including application
communicate with COUNTY regarding the or report design or recommendation,
Colorado CustomWare, Inc., Inc. 5 of 12 Confidential&Proprietary
Colorado
Exhibit A - Master Software License & Support Agreement (MSLA) CustomWare Inc.
recovery of lost data, any COUNTY 10.2 Governing Law. This Agreement shall be
purchase recommendations, training, governed by the laws of the State of Colorado, and
installation, implementation, or shall inure to the benefit of CONTRACTOR, its
customization; successors, administrators, heirs, and assigns.
9.13.6 Software Problems resulting from The United Nations Convention on the
hardware or database malfunction; International Sale of Goods shall not apply to this
9.13.7 Software Problems created by COUNTY's Agreement.
negligence or fault;
9.13.8 Software used on a computer system other 10.3 Choice of Forum. The parties agree that
than that specified on a Colorado Weld County in the State of Colorado shall be the
CustomWare, Inc. Order Form (the proper forum for any action, including arbitration,
Designated Computer), or as otherwise brought under this Agreement.
authorized by CONTRACTOR; or
9.13.9 Software not licensed by CONTRACTOR. 10.4 Attorney's Fees. In the event an action,
including arbitration, is brought to enforce any
9.14 Language. Telephone and E-mail support provision of or declare a breach of this Agreement,
will be provided in English unless otherwise agreed the prevailing party shall be entitled to recover, in
to in writing by CONTRACTOR. addition to any other amounts awarded,
reasonable legal costs including attorneys' fees
9.15 Support Costs. COUNTY agrees, upon incurred thereby.
COUNTY's written approval, to pay airfare and
reasonable expenses, including unusual or 10.5 Limitation on Actions. No actions,
excessive telephone, shipping, handling, media, or regardless of form, arising from the transactions
Documentation expenses, if any, incurred by under the Agreement, may be brought by any party
CONTRACTOR while providing Support to hereto more than two (2) years after the facts
COUNTY. creating the cause of action become known to
such party.
9.16 Training. Training in the use of the
RealWare Software is a service for which 10.6 Severability. If any term, provision or part of
CONTRACTOR charges additional fees. Training the Agreement is to any extent held invalid, void, or
services may be contracted through unenforceable by a court of competent jurisdiction,
CONTRACTOR at the then-current fees. the remainder of the Agreement shall not be
9.17 Data File Formats. CCI will make a impaired or affected thereby, and each term,
provision and part shall continue in full force and
reasonable effort to import data files from and effect.
export data files to external systems related to the
project. In the event that the aforementioned is 10.7 Survival. The terms, conditions, and
unachievable as determined by CCI in its sole warranties contained in the Agreement that by their
discretion, CCI's responsibility will be limited only sense and context are intended to survive the
to importing and exporting one of the following termination thereof by the parties hereunder shall
formats: XML, Microsoft Access, dBASE 5, Oracle so survive the termination of the Agreement.
export.
10.8 Notice. All notices or other communications
hereunder shall be deemed to have been duly
10. GENERAL given when made in writing and delivered to the
10.1 Waiver, Amendment, or Modification. Any principal place of business of the other party.
waiver, amendment, or modification of any of the
provisions of this Agreement or of any right, power 10.9 Force Majeure. Neither party shall be in
or remedy hereunder shall not be effective unless default nor liable for any failure in performance or
made in writing and signed by the parties. No loss or damage under this Agreement due to any
failure or delay by either party in exercising any cause beyond its control.
right, power or remedy with respect to any of its
rights hereunder shall operate as a waiver thereof 10.10 Taxes. COUNTY shall pay all applicable
in the future. sales, use, and other taxes or similar governmental
charges or duties incurred in connection with the
Colorado CustomWare, Inc., Inc. 6 of 12 Confidential&Proprietary
Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
exercise of the licenses and rights granted herein
to COUNTY, except such taxes or charges based
on the income of CONTRACTOR. Upon request,
COUNTY shall promptly provide CONTRACTOR
with evidence of payment of any such tax.
COUNTY will reimburse CONTRACTOR for all
such costs and taxes paid by CONTRACTOR on
the COUNTY's behalf, including any related
penalty or interest charges on unpaid taxes, duties,
or charges, levied upon COUNTY by any such
taxing or governmental authority within thirty (30)
days after COUNTY's receipt of CONTRACTOR's
invoice therefore supported by appropriate
documentation.
10.11 Enforcement of Compliance. If requested
by CONTRACTOR at any time, COUNTY will
certify under oath that COUNTY has fully and
faithfully observed all of the terms and conditions
of this Agreement. CONTRACTOR may at
reasonable times inspect COUNTY's premises and
equipment to verify that all of the terms and
conditions of this Agreement are being observed.
10.12 Acknowledgment. COUNTY acknowledges
that COUNTY has read this Agreement,
understands it, and agrees to be bound by its
terms and conditions. COUNTY also agrees that
this Agreement 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.
In Witness Whereof, the parties have duly
executed and delivered this Agreement on the last
date indicated below.
IN WITNESS WHEREOF, COUNTY and
COLORADO CUSTOMWARE, INC. have executed
this Agreement as of the date first above written.
Colorado CustomWare, Inc., Inc. 7 of 12 Confidential&Proprietary
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Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
-AGREEMENT SIGNATURE PAGE-
COLORADO CUSTOMWARE,)NC.
)
SignatureYr E cAE 1-\- LEO
Title
Ct ' \I\ b1
Date
BOARD OF COUNTY COMMISSIONERS
OF COUNT 1
Signature
David E. Long, Chair
Date 09/24/2007 rit61 Ik :` .I/=;
♦� 144S
APPROVED ASSE V ®UN
N
ATTEST• /'
Signaturei Clerk o t e trdc
owi
uty erk to t Board
09/24/2OO
APPROVE AS TO F
ti /
Signature my Attorney
Date 09/24/2007
Colorado CustomWare, Inc., Inc. 8 of 12 Confidential&Proprietary
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Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
APPENDIX A
Support Fees. The current pricing for Support
Fees for The System is set at $39,840.00 due
upon the installation of RealWare - Admin.
Support Fees are due upon receipt of billing and
upon subsequent anniversaries of that date if
COUNTY elects to continue the Support Services.
Payment Terms. All subsequent support fees are
to be paid within thirty (30) days following the
Support anniversary date (i.e., NET 30) in U.S.
Dollars unless otherwise agreed to by the parties.
Colorado CustomWare, Inc., Inc. 9 of 12 Confidential&Proprietary
Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
APPENDIX B
Support for Legislated Changes
Software will remain compliant with legislative changes in the online base application and optional modules.
Changes in the requirements for functions already incorporated in The System will be supported in one of
several ways:
• CONTRACTOR will consult with COUNTY to recommend approaches that incorporate legislated
changes into standard Software that can be accommodated without additional programming.
• In cases where existing functions in Software requires additional programming to assure compliance
with a legislated change, CONTRACTOR will add features to the system that assures compliance with
state legislative requirements. The release of these modifications will coincide with the needs of
COUNTY to meet statutory requirements.
• CONTRACTOR will consult with COUNTY to determine how The System will comply with legislative
requirements, but reserves the right to determine the manner in which compliance will be achieved.
In cases where legislation requires COUNTY to undertake responsibilities that are not covered by The System,
CONTRACTOR reserves the right to add such functionality as optional features in The System. Examples of
revisions outside of CONTRATOR support include but are not limited to:
• Interface Changes. Requirements to adapt The System to interface with third party software, either as
a result of legislative changes or for other reasons. New interfaces and modification of existing
interfaces that result from such requirements are not covered by the Agreement and CONTRACTOR
reserves the right to provide such programming on a time and materials basis.
• Reporting Requirements. Legislators may change the requirements for reports originally provided as
part of the implementation of The System. CONTRACTOR reserves the right to charge for such
modifications and development of new reports from such changes.
• Local Changes. Reports are routinely customized by and for individual customers. Support for
modification of these reports is limited to 'bug' fixes in code developed by CONTRACTOR. Changes
in format or inclusion of information not originally included in such output are the responsibility of
COUNTY. CONTRACTOR reserves the right to charge for time and materials to make any required
changes.
Colorado CustomWare, Inc., Inc. 10 of 12 Confidential& Proprietary
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Colorado
Exhibit A- Master Software License & Support Agreement (MSLA) CustomWare Inc.
APPENDIX C
Inclusion of the documentation provided by CONTRACTOR to COUNTY in response to RFQ.
CONTRACTOR has agreed by proposal to provide the COUNTY with specific products and services as well
as specific functionality and customizations that are described in the following attachments:
Meeting System Requirements— please refer to Attachment A
Customization Descriptions—please refer to"Detail for Attachment A"
Product and Services Descriptions and Price Detail—please refer to Attachment B
CONTRACTOR has provided via proposal an Implementation/Customization Project Plan that the
CONTRACTOR and the COUNTY will be responsible for following, while allowing for circumstances beyond
either party's control.
Project Plan—please refer to Attachment C
Colorado CustomWare, Inc., Inc. 11 of 12 Confidential&Proprietary
Exhibit A- Master Software License & Support Agreement (MSLA) Colorado
CustomWare inc.
APPENDIX D
RealWare—Admin Work Order Quote
Scope of Work(SOW)and Pricing
Total Admin Module Cost* (please refer to Attachment B for price breakdown) $531,500.00
Total 1st Year Work Order Cost $531,500.00
First Year Annual Software Support Fees** $ 39,840.00
Total Additional Annual Support Cost $39,840.00
Additional Training Hourly Rate$ 150.00
Payment Terms: 20% at contract signing, 20% at approved installation, 20% at successful conversion
acceptance testing, 20% at successful customization acceptance testing, and 20% at successful final
acceptance testing no later than October 1, 2008.
*This work order will install Admin in Weld County, CO as their administrative solution. All fees for software
and services as outlined in Appendix C are included. For software terms, please refer to conditions outlined in
the
Master Software License & Support Agreement.
**Fees based on current pricing.
Please sign below to confirm your agreement of the above. Pricing is valid for 90 days.
09/24/2007
•
County Signature David E. ong, Chair Date
CC' Signature Date
Colorado CustomWare, Inc., Inc. 12 of 12 Confidential&Proprietary
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Detail for Weld County Attachment A
Grid Topic Detail Item Comments and Clarification
Area
SYSTEM 2 The RealWare system is designed to handle legislative
REQUIREMENTS requirements in a flexible table driven manner. Most legislative
changes can be handled with a change to the configuration files.
Each legislative change would be analyzed and in the event that
customization is required a fee would be assessed only in the case
that the change required a massive programming effort. For
example a change to accepted appraisal theory in Colorado.
17 Mass updates can be done at anytime in the system. Actual
updates may be limited due to Oracle record locks that are built
into the Oracle database to ensure data integrity.
18 The Batch and Mass systems would be enhanced to allow for an
initial evaluation of the data in the data set to ensure that all of the
tables that would be updated for each account where not currently
under an account lock in the Oracle system. A report would be
created to list the Accounts that were locked and would be
excluded from the update.
20 The automatic generation of new account numbers would be
enhanced to include logic that would concatenate the year
information within the account number.
22 The information concerning the date of the initial account creation
is currently contained within the audit information for each
account. The User interface(UI)will be enhanced so that the User
can view this data.
23 The Version 4 system will be enhanced to include an area where
the User will be able to track all correspondence with the tax payer
and any reports that have been generated for the account. The
Work Flow application that will be available with the RealWare
Version 5 product will include this functionality along with many
enhanced features. One of them being the automatic creation of
reports or letters as a step within a Weld County defined process.
GENERAL
APPRAISAL
8 The Oil and Gas module will be enhanced to include viewing
photos which allows for an unlimited number of photos and
sketches to be associated with an account.
9 The Oil and Gas module will be enhanced to include viewing
sketches which allows for an unlimited number of photos and
sketches to be associated with an account.
15 The RealWare application will be enhanced to allow for multiple
business names per account. These would be added on the account
summary screens for each type of account.
MODELING
6 A very wide variety of account variables are available in the
RealWare Version 4 system to be used as model variables. During
GAP analysis we would have to go through this list to ensure that
all items Weld County would like available are truly available in
the system. The Version 5 RealWare includes a larger variable list
than the Version 4 product does.
7 The RealWare sales module would be enhanced to allow for the
determination and mass application of time trend variables to all
sales.
REPORTING
11 The RealWare version 4 system will be enhanced to include the
capability to review and reproduce NOV,NOD,and CBOE
packets from any desired tax year. This information is already
stored in the system. The customization would simply be giving
the user access to this information through the UI.
PERSONAL 2 The RealWare system will be enhanced to allow for the electronic
PROPERTY upload of personal property data from a web site. This
enhancement will include a UI for preliminary acceptance of the
uploaded data prior to it being added to the ASR production
tables.
OIL & GAS/ 2 The RealWare system will be enhanced to allow for the electronic
NATURAL upload of oil and gas data from a web site.This enhancement will
RESOURCES include a UI for preliminary acceptance of the uploaded data prior
to it being added to the ASR production tables.
6 The RealWare system will be enhanced so that Oil and Gas below
a certain amount of production (60bbls or 10mcf) will automatically
default to stripper well and value the item in that manner.
7 The RealWare system will be enhanced to allow the User to
indicate wells in the Oil and Gas module as"New Construction"
11 The RealWare system will be enhanced to handle electronic
reporting of non-state pipeline accounts.The business
functionality required here would need to be more clearly defined
in order for CCI to accurately describe the customizations that will
be required.
12 These calculations are done within the RealWare Land module.
13 These calculations are done within the RealWare Land module.
TRANSFERS
1 Included in customization for Recorder integration
2 Included in customization for Recorder integration
3 The RealWare system will be enhanced so that the user is able to
pull up an image of a deed or a transfer from within the RealWare
system and associate it with one or more account numbers.
4 Included in customization for Recorder integration
5 Included in customization for Recorder integration
6 The system will auto-populate doc fee,reception#,deed type,and
doc date
7 The system will auto-populate Grantor and Grantee from Assessor
and Clerk and Recorder data
8 The system will auto-populate new owners name and address and
.
then fix spellings
9 The system will be enhanced to view TD1000 images (stored by
the clerk).
10 Included in customization for Recorder integration
TAX ROLL
3 RealWare has services available for Tax Roll corrections as well
as an electronic data file that contains all of the information
required for the Treasurer at tax roll time. During GAP analysis it
would be determined if any additional data elements were needed
to satisfy data requirements for the Treasurer system.
4 The Tiff module in RealWare will be enhanced to include he
ability to track overlapping TIFFs
5 The Administrative module will be enhanced to include an
integration with GeoWare in which the tax areas can be updated
by map selection.
STATE
ASSESSED
2 The RealWare system would have to be enhanced to allow more
than one tax district per state assessed account. This will require a
restructuring of the value roll up table structure and logic.
4 The RealWare system will be enhanced to allow for valuing state
assessed RR tracks according to legislative requirements.
Colorado
CustomWare Inc.
RealWare - Administration Price Proposal For
Assessor - Weld County Colorado
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RealWare: Administration, Personal Property $ 166,000.00
SERVICES: $ 20,750.00
Project Management $ 19,250.00
Installation of RealWare: Administration $ 1,500.00
MIGRATION&CUSTOMIZATION: $ 320,250.00
Conversion: Estimate 300 hours @$150 per hour $ 45,000.00
Integration: Estimate 340 hours @$150 per hour $ 51,000.00
Customization: Estimate 1795 hours @$150 per hour $ 269,250.00
E-File ability Customizations of 500 hours included above
(Current Customer Discount) $ (45,000.00)
TRAINING: $ 24,500.00
CCI Software Training:
End User Training $ 24,500.00
Two 3-day session in County Office(includes PP, Oil &Gas)
Two 2-day sessions in County Office(Nov's, Taxroll &Appeals and Abst&
Annual RealWare Software Support(in addition to current RW support) $ 39,840.00
Price valid for 90 days unless otherwise noted Page 1 Confidential - Not for distribution
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Hi Jenny,
I need to get a contract signing on the consent agenda for Monday. Enclosed are two copies, one
for your office, and one for the vendor.
Please make ACS a copy and send back.
Thanks so much for your help!
Jeannine Basnar
Weld County Info Services
1401 N 17th Avenue
Greeley, Colorado 80631
(970) 304-6570 x2548
CSeu Ia IP
Hello