HomeMy WebLinkAbout20181307.tiff1O* /76,3
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: SPILLMAN LICENSE AND SUPPORT AGREEMENTS 2018-2019
DEPARTMENT: Weld County Information Technology DATE: 04092018
PERSON REQUESTING: Information Technology Director Ryan Rose
Brief description of the problem/issue:
Weld County IT and Spillman have been working together to revise the present License and Support
Agreements. Frank from the County Attorney's Office worked with us and has review both documents. This is
a normal review of documents, which has allowed Weld County to further define our needs in respect to
changes occurring after the administration of the Spillman contract moved from the City of Greeley to Weld
County. There have also been major changes made in both the infrastructure supporting Spillman as well as an
upgrade to Spillman's version 6.3. The Licensing and Support agreements document the responsibilities of
both Spillman and Weld County. Spillman made many accommodations during these reviews (i.e. made all
Weld County law enforcement agencies eligible to use records management at no additional cost, defined and
moved to site licensing for CAD, RMS, and Mobiles, and clarified how increases in support costs will be
determined in the future.)
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
These agreements now accurately document Weld County's legal use of Spillman's licensed product and
Spillman's requirements for support. Board Options are:
We are asking the Board to approve and authorize the chair to sign the agreements.
Recommendation:
Approve the request and put on consent agenda.
Approve
Recommendation
Sean P. Conway
Julie A. Cozad, Chair
Mike Freeman
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
Schedule
Work Session
Other/Comments:
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SPILLMAN
AMENDED AND RESTATED COMPUTER SOFTWARE
END -USER SUPPORT AGREEMENT
This Support Agreement ("Agreement') is made and entered into by and between:
Spillman Technologies, Inc. ("Spillman")
4625 West Lake Park Blvd.
Salt Lake City, Utah 84120
and
Weld County Board of Commissioners ("Customer")
1150 "O" St
Greeley, CO 80631
The parties previously entered into a Computer Software End -User Support Agreement dated December 18, 2013. The terms
of this Agreement shall supersede and replace the terms of such 2013 agreement.
WHEREAS, Spillman and Customer entered into that certain Computer Software End -User License Agreement (the "License
Agreement"), as amended, under which Customer obtained a non-exclusive, non -transferable license to use certain computer
software in object code form and related user documentation (the "Licensed Program", as further defined in Section 1.5 below)
on certain terms and conditions;
WHEREAS, Spillman desires to offer Customer certain services with respect to the Licensed Program on the terms and
conditions set forth herein:
NOW THEREFORE, in consideration of the iecitals above and the mutual obligations herein, the parties hereto, intending to
be legally bound, hereby agree as follows:
Section 1: Definitions
For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms:
1.1 Coverage Hours. Twenty-four hours a day, seven days a week, including holidays.
1.2 Enhancement. Any modification or addition that, when made or added to the Licensed Program, changes its utility,
efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Spillman may
designate Enhancements as Minor or Major. Major Enhancements consist of (i) discrete software modules released for
Customer usage and/or purchase subsequent to the date of execution of this Agreement and not already an existing part
of the Customer's Licensed Program; and/or (ii) version upgrades designated by a change in the version number to the
left of the decimal. All other Enhancements are classified as Minor Enhancements.
1.3 Error. Any failure of the Licensed Program to conform in all material respects to its Product Specifications
1.4 Error Correction. Either a software modification or addition that, when made or added to the Licensed Program,
establishes material conformity of the Licensed Program to the Product Specifications, or a procedure or routine that,
when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of
such nonconformity.
1.5 Licensed Program. One or more of the computer software modules and/or software interfaces developed by Spillman, as
identified in one or more Purchase Agreements) between Spillman and the City of Greeley, Customer's predecessor in
interest (the "Purchase Agreement"), and which is licensed to Customer pursuant to the License Agreement. The
Licensed Program specifically excludes computer software not developed by Spillman, but that might be used in
conjunction with the Spillman software; such as, word processors, spreadsheets, terminal emulators, etc. The Licensed
Program includes certain "Utilities", as that term is defined in Section 7.1 of the License Agreement.
1.6 Product Specification. Performance standards and descriptions to which Spillman guarantees the Licensed Program
shall conform. Product Specifications are contained in, and comprised of, user manuals (written or electronic) and
functional specifications for the Licensed Program as published from time to time by Spillman, subject to the exceptions
set forth in Section 4. In addition, Product Specifications shall include any Product Specifications hereafter mutually
agreed to in writing by Spillman and Customer and attached hereto.
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1,7 Releases. New versions of the Licensed Program, including all Error Corrections and Enhancements,
1.8 Spillman Application Administrator. An agent of Customer who has been certified on the Licensed Program by
Spillman, pursuant to the procedures set forth in Section 6, and is able to communicate effectively with Spillman support
personnel in the description and resolution of problems associated with the Licensed Program.
1.9 Term. Following the signing of this amended Support Agreement, this Agreement shall renew in March of each year (each
an "Annual Term"), subject to termination as set forth in Section 10. Upon request of Customer prior to renewal, the
parties will review and discuss the terms of this Agreement and the support fees for the upcoming Annual Term, In no
event, however, shall the Term extend beyond the term of the License Agreement. "Term" means the entire term of this
Agreement through the original 2013 effective date through the date of termination, including all all Annual Terms,
Section 2: Eligibility For Support
2.1 Spillman's obligation to provide Services with respect to the Licensed Program may be terminated pursuant to Section 10
or suspended, at Spillman's discretion, if at any time during the Term of this Agreement any of the following requirements
are not met:
2.1.1 Customer must have a valid License Agreement for the Licensed Program in effect at all times;
2 1 2 The Licensed Program must be operated on a hardware platform approved by Spillman; and
2.1.3 Customer must be current on payment of its support fees due under this Agreement.
2.2 Spillman may request Customer to appoint a new Spillman Application Administrator if Spillman determines that the
present Spillman Application Administrator does not have the training or experience necessary to communicate effectively
with Spillman support personnel. Customer will have at least one (1) trained Spillman Application Administrator ("SAA").
Customer will provide Spillman a list of SAAs and those other individuals approved to contact Spillman support personnel
for assistance, The list will be updated from time to time as needed by Customer.
Section 3: Scope of Services
During the Agreement Term, Spillman shall render the following services in support of the Licensed Program, during Coverage
Hours:
3 1 Spillman shall maintain a Support Services Control Center during the Coverage Hours capable of receiving support -
related inquiries by telephone from the Customer's Spillman Application Administrator or other individual listed by
Customer in Appendix A, including reports of any software Errors or irregularities, and requests for assistance in use of
the Licensed Program.
3 2 Spillman shall maintain a trained staff capable of rendering support services set forth in this Agreement.
3.3 Spillman may, from time to time, issue new Releases of the Licensed Program to its customers generally, containing Error
Corrections, Minor Enhancements, and, in certain instances, if Spillman so elects, Major Enhancements. Spillman
reserves the right to require additional license fees for Major Enhancements in order to cover the cost of (a) any pass -
through fees from third parties, and/or (b) any modifications to the Licensed Program required due to events outside of
Spillman's reasonable control (e.g., change in laws or regulations or changes in third party software or hardware required
for use of the Licensed Program), where not charging an additional fee for the release would cause Spillman substantial
financial hardship. However, no such increased fee shall be charged prior to Customer having at least 30 days' prior
notice of the increase and the opportunity to terminate this Agreement rather than pay the increased fee. Spillman shall
provide Customer with sufficient copies of each new Release for installation on all elements of Customer's system
including but not limited to all servers, including test servers, and databases, without additional charge. Spillman shall
provide reasonable assistance to help Customer install and operate each new Release first on Customer's test server and
then, after Customer approval and at an agreed upon date and time, on all elements of Customer's system including, but
not limited to, servers and databases. If such assistance is required to be provided at Customer's facility, Customer may
be subject to the supplemental charges set forth in Spillman's current fee schedule.
3.4 Spillman may, from time to time, issue software patches, enhancements, and updates to existing Releases of the
Licensed Program. At least two weeks prior to the proposed installation of any patch or enhancement, Spillman shall
submit a written document to the Designated Spillman Application Administrator detailing all proposed changes to the
Licensed Program and associated databases, the impact of the changes on the Licensed Program and associated
databases, and detailed patch or enhancement notes. Spillman shall not install any patch or enhancement without the
prior approval of one of the following' (i) the Designated Spillman Application Administrator, or (ii) the Director of Weld
County Information Technology. Patches, enhancements, and updates shall be first installed on Customer's test server.
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After Customer approval of the installation on the test server, Spillman shall install the patch, enhancement, or update on
all elements of Customer's system including, but not limited to, servers and databases, at an agreed upon date and time.
3.5 Spillman shall consider and evaluate the development of Enhancements for the specific use of Customer and shall
respond to Customer's requests for additional services pertaining to the Licensed Program (including, without limitation,
data conversion and report development), provided that such assistance, if agreed to be provided, may be subject to
supplemental charges mutually agreed to in writing by Spillman and Customer.
3.6 Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when
reported to Spillman by phone by Customer, or other individual(s) designated by Customer in Appendix A. Spillman shall,
after verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction in
accordance with this Section 3.7. Following completion of the Error Correction, Spillman shall provide the Error Correction
through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error
Correction, and Spillman shall include the Error Correction in all subsequent Releases of the Licensed Program. Spillman
supports two (2) versions (Releases) back from the most recent Release, which is 6.3. Spillman will use good faith efforts
to develop Error Corrections in the two prior supported versions of the Licensed Program.
3.6.1 Spillman will initially categorize an Error according to priority level of the problem per the mutually agreed upon
definitions below. While working with a Spillman Support Technician, Spillman and the Customer may mutually raise
or lower the priority level of the Error, depending on the findings during problem investigation.
• A Priority Zero Level Error (P0) is a failure to meet Product Specifications that results in:
o The Licensed Program or a core System Component (e.g., HUB, RMS, JMS, CAD) does not function;
or
o Loss of productive use of the Licensed Program or a core System Component.
A Priority One Level Error (P1) is a failure to meet Product Specifications that results in:
o Inability to use a module within a System Component;
o A significant impact on the Licensed Program or a core System Component (i e., HUB, RMS, JMS,
CAD) use wherein an immediate workaround is not available;
o Material data loss; or
o Material data corruption.
• A Priority Two Level Error (P2) is a failure to meet Product Specifications that results in productive, but
incomplete, operation wherein a workaround is generally available.
• A Priority Three Level Error (P3) is a minor failure to meet Product Specifications that results in mainly cosmetic
issues wherein workarounds or configurable options are available.
3.6.2. Spillman shall respond to and resolve Errors according to the Response Times and Resolution Standards as
follows:
Table 1: Error Priority Levels, Response Times and Resolution Targets
Priority
Response Time
Resolution Target
Level Zero
(Critical)
Mountain Time — Immediate
After hours and holidays) —
Within 30 minutes of
notification
12 hours — Program code correction or a
procedural work around (regardless of time
of day reported)
Level One
(High)
Within six hours of notification
48 hours — Program code correction or a
procedural workaround identified
Level Two
(Medium)
Within six business hours of
notification
Mutually agreeable resolution, which could
be a program code correction in a future
software release or a procedural
workaround
Level
Three
(Low)
Within six business hours of
notification
Program code correction may or may not
be provided in a future software release or
other mutually acceptable resolution
3.6.3 Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible
Errors when reported to Spillman in accordance with Spillman's standard reporting procedures Spillman shall, after
verifying that such an Error is present, initiate work in a diligent manner toward resolving the Error in accordance with
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the Resolution Target specified for the type of Error in Table 1,
3.6.4 For Level Zero and Level One Errors, if Spillman is not able to resolve the problem within the Resolution Target
time specified above, upon Customer's request, Spillman shall provide onsite support at Customer's facility within 24
hours and at Spillman's sole expense.
3.7 All Spillman employees, representatives, and agents accessing Customer computer systems and/or the Licensed
Program shall utilize user identifications and passwords unique to each such Spillman employee, representative, or agent
and no universal user identification and/or passwords shall be utilized. Spillman employees having remote access or on -
site access to Licensee's software, databases, interfaces and other operating systems will have valid CJIS certifications
and will complete a Federal Bureau of Investigations, Criminal Justice Information Services Security Addendum. If
Licensee requests the aforementioned documents, Spillman will provide the appropriate documentation in a timely
manner.
3.8 Spillman shall maintain the compatibility of the interface software modules listed in Purchase Agreement and all other
aspects of the Licensed Program to versions of the interfaced third party software one release previous to the current third
party software release (e.g. if the current third party software release is version 1.1, both 1.1 and 1.0 shall be compatible).
Spillman shall provide thorough documentation for all interface software modules, configuration support, and training
regarding interface software modules.
3.9 Upon Customer's request, Spillman shall at the midpoint of each Annual Term of this Agreement meet with Customer in
person or by phone to present a product road map of the Licensed Program describing ongoing and anticipated future
development and enhancement of the Licensed Program. In addition, Spillman shall provide information regarding other
Spillman products that may be of interest to Customer.
3.10Customer may from time to time during the Term of this Agreement have audits conducted of Customer's Spillman system
configuration and procedures. As a result of such audits, Customer may request additional services and/or changes to the
services set forth in this Agreement, Spillman will reasonably evaluate and respond to such requests. Any such changes
or additional services must be agreed upon by the parties in writing. Where additional fees are charged by Spillman for
additional services or changes to existing services, such fees must be mutually agreed to by the parties in writing.
3.11 Customer from time to time may discover an intermittent but material problem with the Licensed Program. Spillman
support staff will use reasonable efforts to help determine the cause and nature of the problem.
Section 4: Services Not Covered by this Agreement
The services identified in this Section are specifically NOT covered by this Agreement. Spillman strongly recommends that
Customer secure a separate support agreement with third party vendors for all non -Spillman products. Spillman may, in its
discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing.
4.1 Support for any third party products including hardware, or support for hardware failure due to the use of any third party
vendor products.
4,2 Any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and
network software..
4.3 Restoration and/or recovery of data files and/or the operating system. However, if a data loss is caused by Spillman
personnel or the Licensed Program, Spillman will make its resources and personnel reasonably available to Licensee to
assist with restoring the Licensed Program from a backup copy and other reasonable data recovery efforts.
4.4 Any breach of warranty, damages to the Licensed Program or its database, data corruption, or support issues, security
issues, or performance issues arising out of Licensee's ora third party's use of the Utilities or any other software not
specifically licensed by Spillman to Licensee for use in connection with the Licensed Program. Any assistance provided by
Spillman in resolving such problems shall be charged to Customer on a time and materials basis Additionally, any
unauthorized use of the Utilities or other software in connection with the Licensed Program by Licensee (or by a third
party with Licensee's knowledge) may result, at Spillman's sole option, in voidance of warranties, an increase in the
annual maintenance and support fees under this Agreement, and/or loss of rights to upgrades under this Agreement.
Customer acknowledges and agrees that it is not licensed to utilize the "write" or "update" features of the Utilities, as such
use may damage the database or cause other problems with the operation of the Licensed Program.
4.5 Support for Licensed Program problems caused by Customer misuse, alteration or damage to the Licensed Program or
Customer's combining or merging the Licensed Program with any hardware or software not supplied by or identified as
compatible by Spillman, customizing of programs, accident, neglect, power surge or failure, lightning, operating
environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or
temperature), or third party software or hardware malfunction.
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4.6 Supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores,
fixes, and patches.
4.7 Assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using
versions of the operating system not supported by Spillman. Spillman will notify Customer when its support for any
previously supported operating system is expiring. It is Customer's obligation to ask Spillman whether a different operating
system or a new version of an operating system is supported by Spillman, before moving to such different or new
operating system.
4.8 Printers connected to the back of terminals/personal computers (commonly called pass -through printing) or network
printers are not supported by Spillman.
Section 5: Obligations of Customer
5.1 Customers using the Spillman product must maintain and provide, at no cost to Spillman, broadband internet connectivity
for VPN connection purposes and a Cisco 1811 integrated services router and data set, or equivalent LAN to LAN,
connected directly to customer's network, with full access to the server (24 hours per day, 7 days per week) that is used
with the Licensed Program.
5.2 A representative of Customer's IT department must be present when any on -site support is provided. Customer agrees
that if such representative is not present when the Spillman representative arrives on site, the Spillman representative
shall notify an appropriate representative of Customer. If no Customer IT representative is present and if the IT
representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for all
expenses incurred and relating to the visit.
5.3 All communications between Customer and Spillman must be in the English language.
5.4 Customer is responsible for providing one or more qualified Spillman Application Administrators as described in Section 6.
At least one Spillman Application Administrator must be available at all times (however, after-hours availability is required
only when and if Customer is requesting after-hours support from Spillman).
5.5 Customer is responsible for providing all network and server security,
5.6 Customer must provide Spillman with information sufficient for Spillman to duplicate the circumstances under which an
Error in the Licensed Program became apparent.
Section 6: Spillman Application Administrator Requirements
6.1 The designated Spillman Application Administrator(s) must be certified by Spillman.
6.2 Contact information for the Spillman Application Administrator(s) will be provided to Spillman through Appendix A of this
Agreement or other written or telephone notice from an authorized representative of Customer.
6,3 Requests for support services received by anyone other than a Spillman Application Administrator or other individual(s)
designated by Customer and on file with Spillman, shall be refused.
6.4 Each designated Spillman Application Administrator must be qualified to address, or have other support resources to
address, without the aid of Spillman, all problems relating to hardware, software or operating system not directly
associated with the Licensed Program.
Section 7: Fees, Charges, Training, Conference
7.1 Customer shall pay Spillman the Support Fee designated by Spillman in the applicable annual support invoice and any
other charges or fees described herein. Spillman reserves the right to change its Support Fee for subsequent contract
years under the following conditions, and with no less than 90 days prior written notice to Customer Spillman may
implement a "Standard Support Fee" increase of up to four percent (4%) annually. Standard Support Fee increases do not
account for growth -related Increases related to the sworn officer count referenced in Exhibit 1-3 of the License
Agreement. In addition to the annual Standard Support Fee increase, Spillman may increase the Support Fee by one
percent (1%) for every five percent (5%) increase in Sworn Officers above the 659 shown in Exhibit 1-3. The 659 number
of sworn officers will be the initial baseline, and each 5% increase above that baseline milestone will be considered a
subsequent threshold. In other words, the first Support Fee increase would be at 692; the next increase would be a 5%
increase based off that number of 692 (not 659), and so on. This additional Growth Related Increase is added to the
determined standard Support Fee Increase and may only occur annually and at the same time as the Standard Support
Fee increase Additionally, adjustments to Support Fees may result from changes in (1) software prices, (2) number of
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software modules used, (3) computer hardware, (4) Coverage Hours selected by Customer, or (5) violation of the
restrictions set forth in Section 4.4 of this Agreement.
7.2 Spillman shall invoice Customer for annual Support Fees in March of each contract year. In the event that additional
billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month
following the month in which they accrued or were incurred. Customer shall pay the invoiced amounts within sixty (60)
days after receipt of such invoices. Where payments owed to Spillman are not paid when due, Spillman will give
Customer written notice of the payment default. Customer agrees to use all reasonable efforts to have payment made to
Spillman as soon as reasonably feasible, including working with appropriate Spillman personnel to seek to overcome any
issues or disputes delaying the payment. If Customer is making such efforts diligently and in good faith and, in the case of
disputed charges, Customer is reasonably negotiating with Spillman in an effort to resolve the dispute amicably, Spillman
will not terminate this Agreement or suspend its performance hereunder unless and until payment is four (4) months past
due, at which time Spillman may, upon seven (7) days prior written notice, suspend its performance of support and other
services provided under this Agreement or terminate this Agreement upon written notice.
7.3 Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and
maintaining all equipment, telephone lines, modems, communications interfaces, networks and other products necessary
to operate the Licensed Program.
7.4 Should Customer request onsite support services apart from onsite support services described in Section 3.6.4 of this
Agreement, Customer may be required to reimburse Spillman for labor, travel, and related expenses incurred by Spillman
in providing such support services. Such reimbursement shall be mutually agreed upon by both parties in writing prior to
Spillman deploying personnel for onsite support.
7.5 Spillman will provide Customer and Contracted Agencies with three weeks or sessions of training each Annual Term.
Training may include site audits and analysis, end user training and/or administrator training
7.6 Spillman will allocate the amount of $4,500 from Customer's Support Fees each Annual Term toward Spillman's users'
conference fees and costs. Spillman will also provide Customer with five (5) free users' conference passes each Annual
Term, for use by Customer's or a Contracted Agency's personnel. Prepaid training fees may also be used for additional
passes to Spillman's annual users' conference (travel expenses for users conference passes are not included).
Section 8: Proprietary Rights
8.1 All Releases and any other Spillman software or materials provided by Spillman to Customer hereunder shall be deemed
part of the Licensed Program and are licensed to Customer pursuant to the terms and conditions of the License
Agreement.
8 2 The Licensed Program and all Releases thereto are and shall remain the sole property of Spillman, regardless of whether
Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its
development, or paid Spillman for the use of the work product. Customer agrees, from time to time, to take such further
action and execute any further instrument, including documents of assignment or acknowledgment, as may be reasonably
requested by Spillman in order to establish and perfect its exclusive ownership rights. Customer shall not assert any right,
title, or interest in such works, except for the non-exclusive right of use granted to Customer at the time of its delivery or
on -site development. Customer agrees to provide Spillman with copies of such works upon request.
Section 9: Disclaimer of Warranty; Limitation of Liability; Legal Action Time
9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN DISCLAIMS ANY AND ALL WARRANTIES
CONCERNING THE LICENSED PROGRAM, RELEASES, AND THE SERVICES TO BE RENDERED HEREUNDER,
WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE,
EXEMPLARY, OR INCIDENTAL DAMAGES WHATEVER, HOWEVER CAUSED, EVEN IF SPILLMAN HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The cumulative liability of Spillman to Customer for all claims
arising in connection with this Agreement shall not exceed the total fees and charges paid to Spillman by Customer under
this Agreement within the most recent 12 -month period from the date the cause of action arose
9 3 No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the
performance of services under this Agreement, may be brought by either party more than three (3) years after such cause
of action occurred. However, action for nonpayment may be brought within two (2) years the date of the last payment was
received by Spillman.
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Section 10: Termination
10.1 This Agreement shall automatically terminate immediately upon termination of the License Agreement for any reason.
10.2 Either party may terminate this Agreement upon 60 days prior written notice, if the other party has materially breached
any provision of this Agreement and the offending party has not cured such breach within the 60 -day notice period.
10.3 Either party may terminate this Agreement at any time, with or without cause, by providing a written notice to the other
party of its intent to terminate the Agreement at the end of such Annual Term, Licensee must give such termination notice
at least 30 days prior to the end of the then current Annual Term; Spillman must give such notice at least six (6) months
prior to the end of the current Annual Term. Notwithstanding the foregoing, Spillman will not terminate this Agreement
without cause until at least five (5) years from the Effective Date of this Agreement.
10.4Following termination of this Agreement, Spillman shall immediately invoice Customer for all accrued fees, charges, and
reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice. The
License Agreement shall automatically terminate at the same time as termination of this Agreement, and Customer shall
promptly return to Spillman the Licensed Program and all related documentation and materials, including all Releases,
work and materials provided by Spillman hereunder.
Section 11: Miscellaneous
11.1 Spillman and Customer acknowledge that they have read this Agreement in its entirety and understand and agree to be
bound by its terms and provisions. Spillman and Customer further agree that this Agreement is the complete and
exclusive statement of agreement of the parties with respect to the subject matter hereof and that this Agreement
supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between Spillman
and Customer with respect to the subject matter hereof. This Agreement may not be modified except by a written
instrument duly executed by the parties hereto.
11.21n the event that any term or provision of this Agreement is held invalid, illegal, or unenforceable, it shall be severed and
the remaining terms and provisions shall be enforced to the maximum extent permitted by applicable law.
11.3Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party,
except to a successor of all or substantially all of its business and assets.
11.4The waiver by either party of any term or provision of this Agreement shall not be deemed to constitute a continuing
waiver thereof nor of any further or additional right that such party may hold under this Agreement.
11.5This Agreement will be governed by the laws of the state of Colorado, not including conflicts of laws provisions. For legal
actions between the parties to this Agreement, the parties hereby submit to the exclusive jurisdiction and venue of Weld
County, Colorado, for state court matters, and the nearest federal courts to Weld County, Colorado, and within Colorado,
with respect to federal court matters, In any such action, the prevailing party shall be entitled to an award of its reasonable
costs and attorneys' fees from the other party.
11.6Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or
certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with
provisions for a receipt.
11 71t 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.
11.8No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the
rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§ 24-10-101 et seq., as
applicable now or hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives
effective as of the later of the signature dates set forth below
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Accepted and Approved:
Customer
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8
Appendix A to Spillman Support Agreement with Weld County, CO
Weld County Primary Spillman Application Administrator.
Ryan Rose (Director of Weld County Information Technology
rrosecwelduov. com
Additional Weld County Personnel Approved to Make Support Requests:
Jack Statler
Josh Thimgan (SAA)
John Reece
Mike Stearns (SAA)
Troy Puchan
Nikole Velikaneye
Trevor Schulte
Scott Gallagher (SAA)
Tom Morgan (SAA)
Aleksei Churyk
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