HomeMy WebLinkAbout20061207.tiff Colorado
CustomWare, Inc.
Work Order Quote
To: Weld County Co.
Today's Date: 03/05/2006
WO#: WECO003
Scope: Installation of GeoWare
Estimate of Cost: $56,850 (please refer to cost proposal for pricing breakdown)
Projected Delivery:* ft quarter of 2006(needs to be scheduled with Latitude Geographic's)
Payment Terms: 40% at beginning of project, 50% during project and 10% at completion
of project.
Specification: This project will install GeoWare in Weld County Co as their
analytical mapping solution. Software fees and services for the 1°`
year are included.
Please sign below to confirm your agreement of the above. ATTEST:
WELD COUNT `{:�`Ir%� ARD
APR 2 6 2006Ty
County Signature M. S. Geile, Chair Date
y lap /O42
CCI Signature Date
* Projected delivery date may change if not approved within 15 days, price quote valid for 60 days.
.Dht /O
LOP 2006-1207
Colorado CustomWare, Inc. 1 of 1 Confidential
01-,? n'
Colorado
Master Services Agreement CustomWare,=lnc.
This Agreement, entered into as of this 28th day of "Standard Software" means executable applications
November 2005, by and between The Board of or system software products, which are purchased in
County Commissioners of Weld COUNTY, State of an "off-the-shelf' manner without modification to the
Colorado (hereinafter referred to as "COUNTY"), and source code of the application. "Standard Software"
Colorado CustomWare, Inc. doing business at 1109 shall include products such as the non-proprietary
Oak Park Drive, Suite 100, Fort Collins, CO 80525 operating systems, and any substitute or additional
(hereinafter referred to as "CCI" or COLORADO applications or operating systems consistent with
CUSTOMWARE, INC.). meeting, or exceeding the functionality as stated in
CONTRACTOR's Response, which may be acquired
1. Identity of Parties by COUNTY from CONTRACTOR. Standard
COLORADO CUSTOMWARE, INC., Software may require extensive modification and
("CONTRACTOR") is a Corporation duly and validly configuration at levels other than the source code
existing in good standing under the laws of the State level prior to its use in business applications.
of Colorado, and is duly qualified to own its
properties and conduct its business. 3.3.Custom Software:
Weld County ("COUNTY") is a government "Custom Software" means application products, which
jurisdiction duly and validly organized and existing are modified in a material way at the source code level
under the laws of the State of Colorado and is duly prior to their normal use by the COUNTY.
qualified to own its properties and perform municipal
functions. 3.4.Services:
"Services" means the labor performed by
2. Structure of Agreement CONTRACTOR and any substitute or additional
This Agreement is awarded by COUNTY to services, consistent with meeting, or exceeding the
CONTRACTOR, pursuant to its selection as the CONTRACTOR's representations as stated in
successful vendor to provide GeoWare software as CONTRACTOR's response. COLORADO
a GIS analytical tool for Mass Appraisal. CUSTOMWARE, INC. shall be the Prime Contractor
under this Agreement with respect to all services,
The parties are entering into this Agreement, which software products and the application software set
provides for the initial acquisition, installation, and forth in Exhibit A. CONTRACTOR shall remain solely
maintenance support for one year of GeoWare by responsible for all performance under this Agreement
COLORADO CUSTOMWARE, INC. (CCI). This will with respect to all services as set forth in Exhibit A.
be known as "Phase One" of the Scope of Services.
Once Phase One work is complete, the parties will Contractor's address is:
commence with "Phase Two" of the Scope of Work, Colorado CustomWare,Inc.
which will consist of annual maintenance support of 1109 Oak Park Drive, Suite 100
GeoWare. Fort Collins, CO 80525
Phone: (970)212-4001
2.1.During Phase One, the parties shall be bound by Toll free: (800)806-7896
the terms and conditions of this Agreement in its FAX: (970)223-4204
entirety.
3.5 Data Transfer File Formats
2.2.During Phase Two, annual maintenance support CCI will make a reasonable effort to import data files
will be provided by the parties annually renewing from and export data files to external systems
Exhibit A, Master Software License and Support related to the project. In the event that the
Agreements with COLORADO CUSTOMWARE, aforementioned is unachievable as determined by
INC. CCI in its sole discretion, CCI's responsibility will be
limited only to importing and exporting the following
3. Definitions formats: Delimited ASCII text, XML, Microsoft
Access, Excel, Dbase, Oracle export, or ODBC
3.1.The System: compatible data sources.
The subject matter of this Agreement is GeoWare
which is to be provided by CONTRACTOR. GeoWare
is composed of the software, accompanying 4. Scope of Services
documentation, and services as set forth in Exhibit B, CONTRACTOR is a provider of computer assisted
Workorder Agreement. mass appraisal systems. (CONTRACTOR has
submitted a proposal to the COUNTY, composed of
3.2.Standard Software: software to be installed, implemented, and supported
at the COUNTY's location.)
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The COUNTY desires to have CONTRACTOR install Each partys "Contracting Officer" under this
and support The System at the COUNTY's business Agreement shall be the individual or official who
location. The COUNTY wishes to obtain The executes this Agreement or that individual's or
System by purchasing licenses to use certain official's designee.
software, and engaging the services of
CONTRACTOR to configure and implement the Payment to the CONTRACTOR for services rendered
software for COUNTY use. under this Agreement shall be as set forth in Exhibit B
- Work Order Quote The COUNTY will not reimburse
5. Certification of Funds / Budget and Fiscal the CONTRACTOR for any costs or expenses
Provisions incurred by the CONTRACTOR in the performance of
This Agreement is subject to the budget and fiscal this Agreement, if those costs and expenses are not
provisions of the COUNTY. specifically stated in Exhibit B — CCI's Deliverables or
approved in writing in advance by the COUNTY's
This Agreement will terminate without penalty at the Contracting Officer.
end of any fiscal year in which funds are not
appropriated for the following fiscal year. If funds are Where required, the COUNTY shall, upon receipt of
appropriated by the COUNTY for payment under this appropriate documentation, compensate the
Agreement for a portion of the following fiscal year, CONTRACTOR in accordance with the payment plan
this Agreement will terminate without penalty at the through the COUNTY voucher system for the
end of the term for which those funds are CONTRACTOR's service pursuant to the fee
appropriated. Termination will be handled in the schedule set forth in Exhibit B — Work Order Quote.
manner specified in Section 17.1, "Termination by CONTRACTOR invoices are due and payable in full
CONTRACTOR for Default". within thirty (30) days of receipt of invoice. The
COUNTY shall notify the CONTRACTOR of any
This Section 5 serves to control any and all other invoice disputes within fifteen (15) business days of
provisions of the Agreement. receipt of invoice.
6. Term of Agreement 9. Cooperative Purchasing
The term of Agreement shall be through the CONTRACTOR shall make The System available to
performance term of the contract. any other state or local government jurisdiction within
the State of Colorado , under the same terms and
7. Compensation conditions (with the exception of pricing) of this
In consideration of the sum as identified in Exhibit B— Agreement, for a period of twenty-four (24) months
CCI's Deliverables, CONTRACTOR agrees to provide from the date of execution hereof.
the COUNTY all software, services, and any materials
set forth in Exhibit A for the installation and 10. Modifications
implementation of The System. Either party may request modifications to this
Agreement. Any agreed to modification which does
8. Accounting and Payment for CONTRACTOR not increase the total amount payable under the
Services Agreement will become effective only when
approved in writing by each party's designated
Each partys "Contract Administrators" under this Contract Administrator. Any modification, which
Agreement shall be: does increase the total amount payable, must be
agreed to in writing and fully executed as an
For the COUNTY: amendment to this Agreement by the Contracting
Officers with all the formalities of the original.
11. Assignment and Subcontracting
For the CONTRACTOR: With the prior written consent of the COUNTY's
Contract Administrator, which consent shall not be
Lori D. Schlotter unreasonably withheld, the CONTRACTOR may
assign this Agreement including the proceeds hereof,
Each party may change its designated Contract provided that such assignment shall not operate to
Administrator by serving written notice of such relieve the CONTRACTOR of any of its duties and
change, that notice being signed by the current obligations hereunder, nor shall such assignment
Contract Administrator or Contracting Officer, and affect any remedies available to the COUNTY that
delivering such notice to the other party. may arise from any breach of the sections of this
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Agreement, its supplements, or warranties made law, the CONTRACTOR authorizes the COUNTY to
herein including but not limited to, rights of set off. make withholding for any taxes other than income
This Agreement or any portion thereof may not be taxes (i.e., Medicare). All compensation received by
excluded from any acquisition or assignment of the CONTRACTOR will be reported to the Internal
CONTRACTOR in whole or in part, or any assets of Revenue Service at the end of the calendar year in
CONTRACTOR related to the performance of this accordance with the applicable IRS regulations. It is
Agreement. Should any such acquisition or the responsibility of the CONTRACTOR to make the
assignment take place, the COUNTY still retains the necessary estimated tax payments throughout the
right to refuse assignment of this Agreement per year, if any, and the CONTRACTOR is solely
provisions above. responsible for any tax obligation arising from the
CONTRACTOR's performance of this Agreement.
With the prior written consent of the CONTRACTOR, The CONTRACTOR hereby agrees to indemnify the
which consent shall not be withheld unreasonably, the COUNTY against any demand to pay taxes arising
COUNTY may assign this Agreement to any public from the CONTRACTOR's failure to pay taxes on
agency, commission, board, or the like, within the compensation earned pursuant to this Agreement.
political boundaries of the State of Colorado provided
that such assignment shall not operate to relieve the The COUNTY will pay sales and use taxes imposed
COUNTY of any of its duties and obligations on goods or services acquired hereunder as required
hereunder. by law. The CONTRACTOR must pay all other taxes
including, but not limited to: Business and Occupation
12. Independent Contractor Tax, taxes based on the CONTRACTOR's gross or
The CONTRACTOR's services shall be furnished by net income, or personal property to which the
the CONTRACTOR as an "Independent Contractor", COUNTY does not hold title. The COUNTY is exempt
and nothing herein contained shall be construed to from Federal Excise Tax.
create a relationship of employer-employee or master-
servant. All payments made hereunder and all 15. Regulations and Requirements
services performed shall be made and performed This Agreement shall be subject to all laws, rules, and
pursuant to this Agreement by the CONTRACTOR as regulations of the United States of America, the State
an Independent Contractor. of Colorado, and political subdivisions of the State of
Colorado. CONTRACTOR, its agents, employees or
The CONTRACTOR acknowledges that the entire Subcontractors shall conform in all respects with
compensation for this Agreement is specified in physical, fire or other published security regulations
Exhibit B — CCI's Deliverables, and the while on the COUNTY's premises.
CONTRACTOR is not entitled to any COUNTY
benefits including, but not limited to: vacation pay, 16. Right to Review
holiday pay, sick leave pay, medical, dental, or other The CONTRACTOR agrees that an authorized
insurance benefits, or any other rights or privileges representative of the COUNTY shall, until the
afforded to COUNTY employees. expiration of three (3) years after contract termination
CONTRACTOR will defend, indemnify and hold and upon reasonable notice, have access to and the
harmless the COUNTY, its officers, agents or right to examine any pertinent books and records of
employees from any loss or expense, including but not the CONTRACTOR involving transaction(s) related to
limited to settlements, judgments, set-offs, attorneys' the performance of this Agreement.
fees or costs incurred by reason of claims or demands
because of breach of the provisions of this paragraph. 17. Termination
13. No Guarantee of Employment 17.1. Termination for Default
The performance of all or part of this Agreement by Any of the following occurrences shall constitute
the CONTRACTOR shall not operate to vest any grounds for either party, at its option, to terminate the
employment rights whatsoever and shall not be Agreement for default: if either party fails to perform
deemed to guarantee any employment of the any of the obligations of the Agreement; becomes
CONTRACTOR or any employee of the insolvent; is declared bankrupt; commits any act of
CONTRACTOR or any Subcontractor or any bankruptcy or insolvency; makes an assignment of
employee of any Subcontractor by the COUNTY at the this Agreement for the benefit of creditors. Either
present time or in the future. party may, if the default has not been cured following a
thirty(30)day written notice, terminate the Agreement,
14. Taxes and at either partys option, obtain performance of the
The CONTRACTOR understands and acknowledges work elsewhere.
that the COUNTY will not withhold Federal or State
income taxes. Where required by State or Federal
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If a notice of termination for default has been issued CONTRACTOR of the action required and /or the
and it is later determined for any reason that the amount required to cure any alleged failure to perform
notified party was not in default, the rights and shall be deemed conclusive, except to the extent that
obligations of the parties shall be the same as if the the CONTRACTOR acts within the times and in strict
notice of termination had been issued pursuant to the accord with the provisions of the Disputes clause of
Termination for Public Convenience paragraph hereof. this Agreement. The COUNTY may act in accordance
with this clause, without prejudice to any other
If either party violates any material term or condition of remedy.
this Agreement or fails to fulfill in a timely and proper
manner its obligations under this Agreement, then the 19. Defense and Indemnity Agreement
offending party will receive written notice of such CONTRACTOR will defend, indemnify and save
failure or violation. The offending party shall correct harmless the COUNTY, its appointed and elective
the violation of failure within thirty (30) calendar days officers, employees and agents from and against all
or as otherwise mutually agreed. If the failure or loss or expense, including but not limited to
violation is not corrected the Agreement may be judgments, settlements, reasonable attorney's fees
terminated immediately by written notice. The option and costs by reason of any and all claims and
to terminate shall be at the sole discretion of either demands upon the COUNTY, its elected or
party. appointed officials or employees for damages
because of personal or bodily injury, including death
17.2 Termination for Public Convenience at any time resulting there from, sustained by any
The COUNTY may terminate this Agreement in whole person or persons and on account of damage to
or in part whenever the COUNTY determines, at its property including loss of use thereof, by reason of
sole discretion that such termination is in the best or in connection with the performance of this
interests of the COUNTY. Whenever the Agreement Agreement or any intentional, willful, or negligent act,
is terminated in accordance with this paragraph, the error or omission of CONTRACTOR,
CONTRACTOR shall be entitled to payment for actual CONTRACTOR's employees, agents or
work performed at unit contract prices for completed Subcontractors whether such injury to persons or
items of work. An equitable adjustment in the contract damage to property is due to the negligence of
price for partially completed items of work will be CONTRACTOR, its Subcontractors, successor or
made, but such adjustment shall not include provision assigns, or its or their agents, servants, or
for loss of anticipated profit on deleted or uncompleted employees, except only such injury or damage as will
work. Termination of this Agreement by the COUNTY have been occasioned by the sole negligence of the
at any time during the term, whether for default or COUNTY, its appointed or elected officials or
convenience, shall not constitute a breach of contract employees.
by the COUNTY.
It is further provided that no liability will attach to the
18. Withholding Payment COUNTY by reason of entering into this Agreement,
In the event the COUNTY's Contract Administrator except as expressly provided herein.
determines that the CONTRACTOR has failed to
perform any obligation under this Agreement within 20. Industrial Insurance Waiver
the times set forth in this Agreement, providing the CONTRACTOR shall obtain and maintain
lack of performance has not been caused by continuously, at their expense, general occurrence
COUNTY's failure to perform its duties and form liability insurance with limits of liability not less
responsibilities under this Agreement, then the than $1,000,000.00 each occurrence. Carrier is
COUNTY may withhold payments from amounts subject to approval by COUNTY. Such insurance
otherwise due and payable to CONTRACTOR. To the shall not be reduced or canceled without thirty (30)
extent that the disputed obligation does not impede days written prior notice to the COUNTY.
the progress or completion of other obligations, the CONTRACTOR shall provide to COUNTY for review
amount that can be withheld by COUNTY is limited to and approval, a duplicate of the policy as evidence of
the amount specified for that obligation in the Payment insurance protection provided, as a condition
Schedule specified in Exhibit B —Work Order Quote. precedent to execution of this Agreement.
Withholding under this clause shall not be deemed a
breach entitling CONTRACTOR to terminate or seek 21. Venue and Choice of Law
damages, provided that the COUNTY promptly gives In the event that any litigation should arise concerning
notice in writing to the CONTRACTOR of the nature of the construction or interpretation of any of the terms of
the default or failure to perform, and in no case more this Agreement, the venue of such action of litigation
than 10 days after it determines to withhold amounts shall be in the courts of the State of Colorado in and
otherwise due. A determination of the COUNTY's for the COUNTY. CONTRACTOR specifically
Contract Administrator set forth in a notice to the consents to personnel and subject jurisdiction of said
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court. This Agreement shall be governed by the laws 25. Confidentiality
of the State of Colorado The CONTRACTOR, its employees, Subcontractors,
and their employees shall maintain the confidentiality
22. Patent/Copyright Infringement of all information provided by the COUNTY or
CONTRACTOR will defend and indemnify the acquired by the CONTRACTOR in performance of
COUNTY from any claimed action, cause or demand this Agreement, except upon the prior written consent
brought against the COUNTY, to the extent such of the COUNTY Legal Counsel or an order entered by
action is based on the claim that products furnished a court after having acquired jurisdiction over the
hereunder by the CONTRACTOR infringes any U.S. COUNTY. CONTRACTOR shall immediately give to
patent or copyright. The CONTRACTOR will pay the COUNTY notice of any judicial proceeding seeking
those costs and damages attributable to any such disclosure of such information. CONTRACTOR shall
claims that are finally awarded against the COUNTY in indemnify and hold harmless the COUNTY, its
any action. Such defense and payments are officials, agents or employees from all loss or
conditioned upon the following: expense, including, but not limited to settlements,
judgments, set-offs, reasonable attorneys' fees and
That CONTRACTOR shall be notified promptly in costs resulting from CONTRACTOR's breach of this
writing by COUNTY of any notice of such claim. provision.
CONTRACTOR shall have the right, in the event such This section does not impose any obligation on the
claim of infringement is made, at its option and CONTRACTOR if the information is: (i) publicly
expense, to obtain for the COUNTY the right to known at the time of disclosure; (ii) already known to
continue using the products, or replace or modify the the receiving party at the time it is furnished to the
products so that they become non-infringing provided CONTRACTOR; (Hi) furnished by the COUNTY to
no reduction in performance or loss results to the others without restrictions on its use or disclosure; or
COUNTY. CONTRACTOR shall not have any liability (iv) independently developed by the receiving party
if the alleged infringement is based upon the without use of the proprietary information. It is
COUNTY's use or sale of CONTRACTOR-furnished expressly understood and agreed that the
products, in combinations with other products or enforcement of the terms and conditions of this
devices not furnished by the CONTRACTOR, or Agreement, and all rights of action relating to such
modifications made by the COUNTY or by the enforcement, shall be strictly reserved to the
CONTRACTOR to the COUNTY's specifications, if undersigned parties and nothing in this Agreement
such combinations or modifications cause the shall give or allow any claim or right of action
products furnished by CONTRACTOR to become whatsoever by any other person not included in this
infringing. Agreement. It is the express intention of the
undersigned parties that any entity other than the
23. Disputes undersigned parties receiving services or benefits
Time is of the essence in this Agreement. Differences under this Agreement shall be an incidental
between the CONTRACTOR and the COUNTY, beneficiary only.
arising under and by virtue of the Contract Documents
shall be brought to the attention of the 26. Notice
CONTRACTOR and the COUNTY at the earliest Except as set forth elsewhere in the Agreement, for
possible time in order that such matters may be all purposes under this Agreement, except service of
settled or other appropriate action promptly taken. process, notice will be given by CONTRACTOR to
CONTRACTOR and the COUNTY will make best the COUNTY's Contract Administrator, with copy to
efforts to resolve any disputes in a timely manner. the COUNTY's Purchasing Department at the
addresses stated below. Notice to CONTRACTOR
24. Ownership of Items Produced for all purposes under this Agreement will be given to
All writings, data, public records or other materials CONTRACTOR's Contract Administrator at the
prepared by the CONTRACTOR and/or its consultants address stated below. Notice may be given by
or Subcontractors, in connection with performance of delivery or by depositing in the US Mail, first class,
this Agreement shall be the sole and absolute property postage prepaid. All notices will be deemed to have
of the COUNTY. This paragraph does not apply to been given upon mailing of the notice by certified
application software offered or any documentation mail return receipt requested to the respective party
related to application software for sale, license or addressed as specified in this section. Either party
lease to other customers, nor to systems software. may change the address, fax number, or the person
to whom the notice is to be directed by forwarding to
the other party a notice, which complies with this
section.
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Master Services Agreement CustomWare/Inc.
� 28. Quiet Possession and Usage
COU
42%c Q�/J: The COUNTY upon paying the amounts due
NTY's Contract Administrator: M. J. Geile, Chair hereunder and performing all other covenants, terms
and conditions on its part to be performed
915 10th Street P.O. Box 758 hereunder, may and will peacefully and quietly have,
Address: hold, possess, and benefit from The System for the
term provided without suit, molestation or
Greeley, Colorado 80632 interruption.
With the execution of the Master Software License
(9706) 356-4000 Ext 4200 and Support Agreement, CONTRACTOR grants to
Telephone: COUNTY a perpetual non-exclusive license to use
(970)A242 I ! the CONTRACTOR's software delivered pursuant to
cf),_ this Agreement subject to compliance by COUNTY
FAX:
WELD COUNTY E i a •� ��:.� � with all of its Agreements with CONTRACTOR, but
regardless of COUNTY's exercise of its options to
continue or renew the Master Software License and
GLE Support Agreement. CONTRACTOR or
Subcontractor as applicable shall retain full and
COUNTY Purchasing Departm- � � � perpetual ownership rights to the software, with
COUNTY having only those rights specifically
provided in writing by the Master Software License
Address: and Support Agreement. COUNTY hereby
acknowledges that the same or similar software may
be sold, licensed or leased by CONTRACTOR to
other users or agents.
The license of the software by CONTRACTOR to the
Telephone: COUNTY includes a clear license to the software
with a perpetual non-exclusive right of the COUNTY
to use the software in the COUNTY's jurisdiction.
FAX:
O,Aa CONTRACTOR hereby th agrees COUNTY
to make copies of the software for backup purposes.
COUNTY hereby agrees not to make copies for sale,
distribution, or any purpose other than its own
CONTRACTOR'S Contract Administrator internal use. COUNTY may not sell, lease, transfer,
assign, or license the software to a third party without
prior written permission from CONTRACTOR.
Address: COUNTY agrees not to remove statements of
copyrights, trade secrets, or proprietary rights which
appear in the software or documentation. COUNTY
also agrees to take such reasonable steps as
required or requested by CONTRACTOR from time
to time in order to protect CONTRACTOR's rights in
Telephone: the software.
29. Implementation Team
FAX: The personnel identified, as part of the
CONTRACTOR's implementation team(s) may not be
changed without the COUNTY's permission, which
27. Waiver shall not be unreasonably withheld. The team
Waiver of any breach or condition of this Agreement members will be mutually agreed upon and listed as
shall not be deemed a waiver of any prior or the first implementation task following the signing of
subsequent breach. No term or condition of this this Agreement.
Agreement shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by
the parties hereto.
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30. Limitation of Liability
Except as provided in other sections of this
agreement, the parties agree that neither the 31. Subpoena
CONTRACTOR nor the COUNTY shall be liable to In the event that a subpoena or other legal process
each other, regardless of the form of action, for commenced by a third party, in any way concerning
consequential, incidental, indirect or special damages the Equipment or Related Services provided pursuant
except a claim or demand based on patent or to this Agreement is served upon CONTRACTOR or
copyright infringement, in which case COUNTY, such party agrees to notify the other party
Liability shall be as set forth elsewhere in this in the most expeditious fashion possible following
Agreement. This section does not modify any receipt of such subpoena or other legal process.
sections regarding retainages or any other such CONTRACTOR and COUNTY further agree to
conditions as are elsewhere agreed to herein between cooperate with the other party in any lawful effort by
the parties. such other party to contest the legal validity of such
subpoena or other legal process commenced by a
Neither the CONTRACTOR nor the COUNTY shall be third party.
liable for damages arising from causes beyond the
reasonable control and without the fault or negligence 32. Severability
of either the CONTRACTOR or the COUNTY. Such If any term or condition of this Agreement or the
causes may include, but are not restricted to, acts of application thereof to any person(s) or circumstances
God or of the public enemy, acts of a governmental is held invalid, such invalidity shall not affect other
body other than COUNTY acting in either its sovereign terms, conditions or applications which can be given
or contractual capacity, war, explosions, fires, floods, effect without the invalid term, condition or application.
earthquakes, epidemics, quarantine restrictions, To this end, the terms and conditions of this
strikes, freight embargoes, and unusually severe Agreement are declared severable.
weather; but in every case the delays must be beyond
the reasonable control and without fault or negligence 33. Survival
of the CONTRACTOR, the COUNTY, or their The provisions of Sections 5 through 35 shall survive,
respective Subcontractors. notwithstanding the termination or invalidity of this
Agreement for any reason.
If delays are caused by a Subcontractor without its
fault or negligence, neither the CONTRACTOR nor 34. Exhibits
the COUNTY shall be liable for damages for delays, Attached hereto and made part hereof is the following:
unless the Equipment, Software, or Services to be
furnished by their Subcontractors were obtainable on Exhibit A. Master Software&Licensing Agreement
comparable terms from other sources in sufficient Exhibit B. Workorder agreement
time to permit the CONTRACTOR or the COUNTY to
meet its required performance schedule. 35. Entire Agreement
This written Agreement, including the documents
Neither party shall be liable for personal injury to the incorporated herein, represents the entire Agreement
other party or physical damage to the other party's between the parties and supersedes any prior oral
property except personal injury or damage to property statements, discussions, or understanding between
proximately caused by such party's respective fault or the parties. In the event of any conflict requiring
negligence. interpretation, the precedence of documents shall be:
Except for claims of personal injury and 1. Exhibits.
breaches of confidentiality obligations contained 2. General Conditions.
in this Agreement, CONTRACTOR and -AGREEMENT SIGNATURE PAGE-
COUNTY liability for all damages shall not
exceed the total value of this Agreement. No
portion of this Agreement shall be deemed to IN WITNESS WHEREOF, COUNTY and
constitute a waiver of any immunities the parties COLORADO CUSTOMWARE, INC. have executed
this Agreement as of the date
or their officers or employees may possess, nor first above written.
shall any portion of this agreement be deemed to
have created a duty of care which did not
previously exist with respect to any person not a COLORADO CUSTOMWARE, INC.
party to this Agreement
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Cegir/ gP1
Signa ure
Vccs Lek- 4- CEO
Title
btol ►E \0(0
Date
BOARD OF COU Y COMMISSIONERS
OF COUNTY
Si na ure Geile, Chair arr" r:
APR 2 6 2006 I;ELC COUi Y CLERK To THE HOARD
Date
pYP�.�'h`.,°
DE-',1 /'J,
tir
APPROVED AS TO CONTENT: tf6t _
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Signature141.16
aw
Date
APPROVED AS TO FORM:
Signature
Date
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