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Home My WebLink About20051846.tiff Colorado CustomWare,'lnc. Field Ware - Professional Services Agreement This Agreement, entered into as of this 15th day of June 2005 , by and between The Board of County Commissioners of WELD COUNTY, State of Colorado (hereinafter referred to as "WELD COUNTY"), and Colorado CustomWare, Inc. doing business at 1 109 Oak Park Drive, Suite 100, Fort Collins, CO 80525 (hereinafter referred to as "CCI"). CCI agrees to provide the services described below, and WELD COUNTY agrees to accept and pay for the Services as set forth below, subject to the following terms and conditions. 1. Description of Services. This Agreement outlines the Services that CCI agrees to provide to WELD COUNTY. The corresponding fees are noted on the attached Exhibit A. 2. Training. CCI will provide training to WELD COUNTY as outlined in Exhibit A. 3. Out of Pocket Expenses. All reasonable out-of-pocket expenses incurred by CCI in performing its obligations under this Agreement, including, but not limited to, any consulting and on-site services provided, shall be paid by WELD COUNTY, including, but not limited to, travel, meals, lodging, and miscellaneous necessary supplies; not to exceed $500 per person per week, $10 per billable hour. 4. Software Support Services. During Renewal Term for which WELD COUNTY pays the applicable Renewal Fee, CCI will make the following Software Support Services available to WELD COUNTY. a. Telephone and Remote Control Support. CCI personnel will be available by phone to answer questions regarding the use of the most current version of the standard Licensed Software released by CCI, and to help WELD COUNTY identify, verify, and resolve problems with such Licensed Software ("Telephone Support"). Telephone Support will be made available Monday through Friday from 7:00 a.m. to 6:00 p.m., Mountain Time, CCI holidays excluded. WELD COUNTY agrees to provide CCI with remote control access through the Internet to hardware and software for purposes of software support and maintenance. b. New Releases. CCI may, from time to time, issue new updates of the Licensed Software, containing error corrections, minor enhancements, and in certain instances if CCI elects, major enhancements. CCI shall provide WELD COUNTY with one copy of each new update. CCI shall provide reasonable telephone assistance to help WELD COUNTY install and operate each new update. All New Releases shall be subject to the terms and conditions of this Agreement and any renewal period. c. Mandated Changes. CCI shall provide support for legally mandated changes required by the Colorado Tax Commission, Ad Valorem Division, Colorado State Legislature or Constitutional Amendment. This support shall not include mandated changes that alter the original and intended use of the licensed software as a Computer Assisted Mass Appraisal and Assessment Administration tool for the WELD COUNTY Assessor's office. FieldWare-Professional Services Agreement Page 1 CCCry 44 KS� n- endwJ &P h -os 00 ' A_cs s-4,96 A Colorado I CustomWare, ilnc. 5. Primary Contacts. WELD COUNTY and CCI agree to designate, in writing, a primary contact to represent each, and to help coordinate their respective personnel during the installation and implementation of these systems. 6. Limitations Support and Exclusions. Software Support Services are subject to the following limitations and exclusions: a. Version Supported. The Software Support Services provided under this Agreement will be provided only for the two latest versions of the standard Licensed Software released by CCI. It shall be WELD COUNTY's responsibility to install New Releases released by CCI. CCI shall have no obligation to provide Software Support Services in the event the Licensed Software has been altered, modified, or enhanced by WELD COUNTY or any third party. b. Other Software. CCI has no obligation to provide software support services for any third party software or any other software than the most current version of Field Ware. c. Hardware. CCI shall have no obligation to provide installation, support, maintenance, diagnostics, or repair for any hardware or associated operating system. Hardware maintenance is the sole responsibility of WELD COUNTY. d. On-Site Services. CCI shall have no obligation to provide any Services on WELD COUNTY's site, except in cases where CCI is unable to provide the Services from its own office. e. Costs of Excluded Items. If it is determined by the parties that any problem with use of the Licensed Software that is reported to CCI by WELD COUNTY is due to hardware problems, use by unqualified personnel, user error, alterations of the Licensed Software by WELD COUNTY or any third party, use of an out-of-date version of the Licensed Software, or failure to comply with the terms and conditions of this Agreement or any other agreement with CCI, time and expenses associated with such support effort shall be billed by CCI at its current applicable rates, and paid by WELD COUNTY. 7. Responsibility of WELD COUNTY. In connection with CCI's Software Support obligations, WELD COUNTY understands and acknowledges that it must: a. Maintain its designated CPU(s) and associated peripheral equipment in good working order in accordance with the specifications of the manufacturer thereof, and insure that any problems reported to CCI are not due to hardware malfunction. b. Follow the procedures established by CCI from time-to-time when communicating with CCI support personnel. c. Perform any tests or procedure recommended by CCI for the purpose of identifying and/or resolving any problems. d. Provide copies of tapes, diskettes, and/or printouts as requested by CCI. e. Read and follow all documentation, and manuals describing the correct operation of the Licensed Software. Field Ware-Professional Services Agreement Page 2 Colorado CustomWare,'lnc. f. At CCI's request, provide remote internet and telephone access, via appropriate modem and internet access, to the computer equipment on which it is running the Licensed Software. 8. Payment. WELD COUNTY agrees to pay for the Services as described above and in Exhibit A. If no payment date provisions are set forth, all payment amounts shall be due within 30 days of the date of CCI's invoice for such Services. If any amount is 30 days or more past due, CCI may elect to suspend performance of any further services under this Agreement or terminate the Agreement. The Annual Software Support fee as stated in Exhibit A will not exceed the support fee for the previous year by an amount greater than 5%above the same percentage as increased in the US CONSUMER PRICE INDEX for WELD COUNTY for all items as published by the BUREAU OF LABOR STATISTICS of the US DEPARTMENT OF LABOR for the period next preceding such renewal 9. Additional Services. The price set forth in Exhibit A of this Agreement is the agreed upon price for only those Services described. Additional features or functions requested by WELD COUNTY, outside of the time periods provided for, may result in additional work to be performed by CCI, at the Customer's expense. All additional work performed for WELD COUNTY, at the WELD COUNTY's request, shall be reimbursed to CCI by WELD COUNTY, or as provided in a change order accepted by CCI. CCI will, on request, provide estimates of the increased cost resulting from changes by WELD COUNTY in the requirements for any Services to be provided hereunder, or for additional features or functions requested by WELD COUNTY. 10. Ownership. In the event that the Services include the creation of one or more computer programs (the Licensed Software), WELD COUNTY agrees that CCI shall own all rights to the Licensed Software, other than the license expressly granted herein. WELD COUNTY may not rent, lease, transfer, market or distribute in any way the Licensed Software, although WELD COUNTY may use the Licensed Software throughout its entire organization unless limited on the face hereof. WELD COUNTY may make copies of the Licensed Software as necessary for backup or archival purposes, and for use within WELD COUNTY's organization. All of such copies (with the original) shall be kept in WELD COUNTY's possession or direct control. 11. Design Documents. In the event the Services call for the creation of a document setting forth WELD COUNTY's functional requirements for the Licensed Software, or setting forth other results of the Services, WELD COUNTY shall, upon completion of payment of the price set forth in Exhibit A, have a nonexclusive license to use and copy the document for WELD COUNTY's own purposes. WELD COUNTY may use the design document in the course of soliciting bids from third parties to complete the Software project. 12. Warranty. Any Services performed hereunder by CCI will be performed in a good and workmanlike manner, and WELD COUNTY recognizes that the quality of any design document or other product of the Services provided by CCI will depend in part on the effort, degree of cooperation and resources devoted by WELD COUNTY to the development of WELD COUNTY's requirements and to WELD COUNTY's interaction with CCI. CCI warrants that any Software provided hereunder will be in substantial conformance to the written requirements and specifications agreed upon by WELD COUNTY and CCI. The warranties set forth in this Section will extend for a period of 120 days from the completion of the Services by CCI. Provided notice of any defect or noncompliance is given in writing to CCI during Field Ware-Professional Services Agreement Page 3 1 Colorado CustomWare,/Inc. such 120-day period, CCI will correct any such defects or noncompliance within 30 days of such notice. WELD COUNTY's sole and exclusive remedy for any noncompliance with the warranty will be limited to repair or correction by CCI. 13. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. CCI DISCLAIMS ALL OTHER WARRANTIES EXCEPT THOSE REPRESENTATIONS, CONDITIONS AND WARRANTIES MADE IN THIS AGREEMENT, RFP RESPONSES AND THE ATTACHED CORRESPONDENCE. IN NO EVENT SHALL CCI BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. FURTHER, WELD COUNTY AGREES THAT THE LIABILITY OF CCI ON ANY CLAIM OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY AND NEGLIGENCE) AND RESULTING FROM THIS AGREEMENT OR ANYTHING FURNISHED HEREUNDER, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY WELD COUNTY TO CCI HEREUNDER. 14. Term. This Agreement shall be in effect for a period of one year from the date of execution unless the License or this Agreement is otherwise terminated. If Software Support Services are purchased, the term of such Software Support Services Agreement shall be in effect for a period of one year commencing May 15th 2005. At WELD COUNTY's option and subject to annual budgeting and appropriation, Software Support Services are renewable annually subject to payment of the prevailing renewal fee which is subject to the limitations contained in paragraph 8 hereof and acceptance by CCI. Either party has the right to terminate this Agreement upon providing to the other party written notice of such termination received by the other party at least thirty (30) days prior to the intended dare of termination. Hardware is being leased on a two-year commitment. Al Q . 15. Additional Terms. a. Governing Law. This Agreement has been executed by the parties hereto on the day and year first above written and shall be governed by the laws of the State of Colorado. CCI shall also comply with all applicable ordinances, regulations, and resolutions of WELD COUNTY and shall commit no trespass on any public or private property in the performance of any of the work embraced by this Agreement. b. Delays. Neither party shall be responsible for delay or failure in performance resulting from acts beyond the reasonable control of such party. c. All Amendments in Writing. This Agreement may not be modified except in writing signed by authorized representatives of CCI and WELD COUNTY. d. Severability. If any provision of the Agreement is declared to be invalid or unenforceable, those provisions shall be severed and the other provisions shall remain in full force and effect. e. Consent to Breach Not Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, shall not constitute consent to, waiver of, or excuse of any other different or subsequent breach. Field Ware-Professional Services Agreement Page 4 Colorado CustomWare/lnc. f. Attorney's Fees. In the event either party institutes litigation to enforce any of its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees. g. Assignment. This Agreement may not be assigned by either WELD COUNTY or CCI without the express written approval of the non-assigning party, which approval will not be unreasonably withheld. h. Heading. Title and paragraph headings contained in this Agreement are for convenient reference and do not constitute part of this Agreement. i. Agreement. RFP responses and subsequent documents are incorporated by reference. To the extent terms and conditions of the RFP and subsequent documents are inconsistent with the terms and conditions of this Agreement, the terms of this Agreement shall control. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. j. No Waiver of Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor 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 party to this Agreement. FieldWare-Professional Services Agreement Page 5 Colorado II CustomWare llnc. Exhibit A - FieldWare Pricing To: Weld County, Colorado Today's Date: May 15th, 2005 WO#: 188 Specifications: Fujitsu Stylistic ST5022 Tablet PC Includes: 733 MHz Intel Pentium processor, Microsoft XP Tablet PC Edition 2005 (1yr warranty), 12" Outdoor Screen, 512 MB SD Ram DDR 333, Wired LAN network card, 40GB Hard drive, ST5000/4000 Tablet doc with CD and Ac Adapter, IR Keyboard, full size use with tablets, Bump case with handle, 2 yr on site next business day fix or replace warranty, and 2 yr screen damage protection plan. Exhibit A-FieldWare Pricing FieldWare Flat-Fee Cost (Based on 115000 Parcels) $ 27,140.00 Includes: Installation: (16 hours @$150.00/hour, via remote access) Training: (4 hours on-line training @ $150.00/hour) The stated hours will provide enough installation and training to reasonably complete the tasks. Hardware: (3 Stylistic ST5022's @$2,200.00 per unit leased) $ 6,600.00 Is!year Mel $ 33,740.00 Annual Software System Support $ 7,450.00 Annual Hardware Fee-Stylistic ST5022's*-$2,200.00 per unit, 3 units $ 6,600.00 (Hardware will be replaced every 2 years) Tots/Annual Cost $ 14,050.00 (Each additional will be$2,200.00 per unit leased) Current Hourly Rate $ 150.00 'The units include full coverage warranties provided by Fujitsu. The administration of the coverage will be handled by Weld County. The liability insurance on the units will be provided by Weld County. The above pricing requires a two-year commitment. Please sign,below to confirm ur a eement of the above. gnature Date (0/ t3 I o5 CCI Signature Date FieldWare-Professional Services Agreement Page 6 C Colorado CustomWare,'lnc. Exhibit B - Contacts Primary contacts designated to represent each organization and to help coordinate their respective personnel during the installation and implementation of the Licensed Software: WELD COUNTY: Brenda Dones WELD COUNTY Assessors Office 1400 N 17th Avenue Greeley Co. 80631 CCI: Nora Priegel Colorado CustomWare, Inc. 1 109 Oak Park Drive, Suite 100 Fort Collins, CO 80525 Any notice required to be given by this agreement shall be delivered to the respective representative of the parties: WELD COUNTY: Renee Fielder WELD COUNTY/ACS Information Services 915 10th Street, 3rd Floor Greeley Co.80631 CCI: Nora Priegel Colorado CustomWare, Inc. 1 109 Oak Park Drive, Suite 100 Fort Collins, CO 80525 All invoices shall be sent to the attention of: Renee Fielder WELD COUNTY/ACS Information Services 915 10th Street,3rd Floor Greeley Co.80631 Field Ware-Professional Services Agreement Page 7 Colorado CustomWare, Inc. APPROVED this 27th day of June , 2005 VENDOR COLOR p CUSTO WARE, INC. Lori D. chlotter, President & CEO WELD COU Y ASSESSOR St Sessions c BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO —, /l Gam--, Chairman, William H. Jerke '-�/27/2005) ' 1861 t a V aFift UNTY CLER I. HE BOARD ti ®= ' •1 D PUTY CLER O T' zl. FieldWare-Professional Services Agreement Page 8 aoWs-J8* Hello