HomeMy WebLinkAbout20181308.tiffBOARD 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:
2018-1308
Ci ooO-�
SPILLMAN
AMENDED AND RESTATED
COMPUTER SOFTWARE END -USER
LICENSE AGREEMENT
This Computer Software End -User License Agreement ("Agreement"), dated effective as of the date this
Agreement is signed by both parties below, is by and between Spillman Technologies, Inc., with a
principal address at 4625 West Lake Park Blvd., Salt Lake City, UT 84120 ("Spillman") and Weld County,
with a principal address at 1150 "O" St., Greeley, CO 80631 ("Licensee" or "Weld County").
Pursuant to a December 18, 2013 Computer Software End -User License Agreement previously signed by
the parties, Licensee purchased from Spillman certain services and software licenses. The terms of this
Agreement shall supersede and replace the terms of such 2013 agreement.
In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
SECTION 1: LICENSE
1.1
Spillman's software that is icensed to Licenee, as described in the applicable Purchase
Agreement(s) (the "Licensed Program") is copyrighted by Spillman and/or its Licensors and is
licensed (not sold). Spillman does not sell or transfer title to the Licensed Program to Licensee.
Exhibit 1 sets forth a list and descriptions of the licenses granted to Licensee, as of the date of
this Agreement, and the terms for acquiring a site license for Spillman Mobile (MDC) software as
part of the Licensed Program.
1.2 In consideration of the payment of the license fees set forth in the Purchase Agreement(s)
pertaining hereto, Spillman grants Licensee a non-exclusive, non -transferable license to use the
package of computer programs(s) (in object code form only) and data, and related materials,
including documentation and listings, identified in the Purchase Agreement ("the Licensed
Program"), subject to the terms of this Agreement (Including the restrictions with respect to
utilities set forth in Section 7).
1.3 Weld County is the Licensee for all Spillman Licensed Program and represents the Weld County
Sheriff's Office. Spillman agrees Licensee may, at no additional charge, enter into
Intergovernmental Agreements with any or all of the additional agencies listed in Exhibit 1 in the
future, adding them to this Agreement as "Contracted Agencies." Licensee will act as the host
agency for the Licensed Program for all Contracted Agencies. While Weld County is the
contracting party, the parties acknowledge and agree that all rights and licenses granted under
this Agreement for the use of the Licensed Program and related materials are granted solely to
the Weld County Sheriff's Office and the current or prospective Contracted Agencies listed in
Exhibit 1, including their personnel. Spillman will be notified in writing when Contracted
Agencies are added to the P4V1S module of the Licensed Program. Spillman grants those
designated Contracted Agencies a non-exclusive, non -transferable license to use the same copy
of the Licensed Program and related materials that are licensed to Licensee, subject to the terms
and conditions set forth in this Agreement. However, unless otherwise agreed in writing by the
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parties, all assistance and support for the Licensed Program may be obtained only through the
Licensee. This Agreement does not entitle a Contracted Agency (IGA) the right to any Spillman
services beyond the license to use the Licensed Program. Contracted Agencies are not required
to pay any additional license fees to utilize the Licensed Program. Licensee may allow
Contracted Agencies access to the Licensed Program and Licensee may allow installation and
use of the Licensed Program in the Contracted Agency facilities when necessary to meet the
Contracted Agency's needs. Licensee may also use the Licensed Program to provide dispatch
services to an unlimited number of additional agencies, entities or persons under the Licensee's
license; however, such additional parties do not obtain a full license to the licensed Program.
Weld County agrees to be responsible for Contracted Agencies' compliance with the terms of
this Agreement.
1.4 All modules of the Licensed Program licensed under a site license, as specified in Exhibit A, will
be the same for the Host Agency and all Contracted Agencies. If a new add-on module for the
Licensed Program is requested by Licensee, it will be purchased as a site license for the entire
Licensed Program system for all Contracted Agencies (i.e., a Contracted Agency will not be able
to purchase a license to an add-on module only for that agency).
1.5 The Contracted Agencies and Weld County are entitled to support and maintenance services
under the terms and fee arrangements currently existing under the Support Agreement.
Contracted Agencies will be charged for any additional products or services (e.g.,
implementation or training) ordered from Spillman, but there will be no additional charge to
Weld County or any Contracted Agency for adding them as authorized users of the existing
Licensed Program hosted by Weld County.
SECTION 2: SCOPE OF RIGHTS.
2.1 Licensee may install and use the Licensed Program only in Licensee's own facility or that of a
Weld County agency contracted as a Contracted Agency through an Intergovernmental
Agreement. Licensee shall give Spillman written notice of changes in the location of Licensee's
facilities.
2.2. Licensee may use and execute the Licensed Program only for purposes of serving the internal
needs of Licensee's business and that of Contracted Agencies, except as specifically set forth in
this Agreement.
2.3 Licensee may make one copy of the Licensed Program in machine-readable, object code form,
for nonproductive backup purposes only, provided that Spillman's proprietary notices are
included.
2.4 Licensee may reproduce (photocopy) licensed Program documentation according to Licensee's
needs for the authorized use of the Licensed Program. Licensee may not distribute any original
or reproduced copy for use outside of the Licensee's place of business and must not reveal it or
any other Spillman documentation, or the Licensed Program itself, to competitors of Spillman or
to any other third party unless they have a need to know such information for the proper
purposes of this Agreement.
2.5 Licensee shall require the Contracted Agencies to agree with the terms of this Agreement by
following the process set forth in Section 2.6, and shall notify Spillman and cooperate as
reasonably requested by Spillman in the event of any non-compliance.
2.6 The following statement will be inserted in IGAs with law enforcement agencies interested in
using the Spillman Licensed Program as Contracted Agencies: "(Blank Agency) acknowledges and
agrees by entering into this Intergovernmental Agreement, (Blank Agency) will join as an
authorized user of the Spillman public safety software system licensed to the County of Weld,
subject to the End User Software License Agreement, dated December 16, 2013 (the "License
Agreement"), between the County and Spillman Technologies, Inc. ("Spillman"), as amended.
(Blank Agency) agrees to comply with all applicable terms and conditions of the License
Agreement. Spillman or the County may immediately terminate (Blank Agency's) license at any
time if the agency breaches the terms of the License Agreement. (Blank Agency) agrees its
license to the Spillman software is non -transferable without Spillman's prior written consent."
SECTION 3: FEES AND PAYMENTS
The license for the Licensed Program was previously purchased by the City of Greeley and is now
administered by Weld County. The previous Appendix B to the original contract (with revisions) will be
referenced for licensing purposes.
SECTION 4: SUPPORT
Spillman shall support the Licensed Program In the manner specified In the Computer Software End -
User Support Agreement" between the parties (the "Support Agreement"). Licensee is required to
maintain the Support Agreement in force as a condition to the license of the Licensed Program under
this Agreement.
SECTION 5: LICENSEE RESPONSIBILITIES
5.1 Licensee is responsible for selecting a Spillman Application Administrator who is qualified to
operate the Licensed Program on Licensee's own equipment and is familiar with the
Information, calculations, and reports that serve as input and output of the Licensed Program.
Spillman reserves the right to refuse assistance or to charge additional fees if the Spillman
Application Administrator seeks assistance with respect to such basic background information or
any other matters not directly relating to the operation of the Licensed Program. Weld County
will provide a list of Public Safety Information Technology employees authorized to contact
Spillman for assistance.
5.2 Other components (hardware and/or software) may be required for the use of the Licensed
Program. Spillman assumes no responsibility under this Agreement for obtaining and/or
supporting such components except as expressly agreed in writing.
5.3 Licensee is responsible for ensuring a proper environment and proper utilities for the computer
system on which the Licensed Program will operate.
5.4 Except as expressly agreed in writing, Spillman assumes no responsibility under this Agreement
for converting Licensee's data files for use with the Licensed Program.
SECTION 6: PROPRIETARY PROTECTION AND RESTRICTIONS
6.1 Spillman shall have sole and exclusive ownership of all rights, title, and interest in and to the
Licensed Program and any modifications and enhancements thereof (including ownership of all
trade secrets, copyrights and other intellectual property rights pertaining thereto, subject only
to the rights and privileges expressly granted to the Licensee herein by Spillman. The Licensed
Program may also include software separately licensed to Spillman from third party licensors.
Such third -party software is sublicensed to Licensee and protected pursuant to the terms of this
Agreement, and may be used only in conjunction with Spillman's Licensed Program. This
Agreement does not provide Licensee with title or ownership of the Licensed Program or any
component thereof, but only a limited license. Spillman and its licensors specifically reserve all
rights not expressly granted to Licensee in this Agreement. Licensee must keep the Licensed
Program free and clear of all claims, liens, and encumbrances.
6.2 Licensee may not allow any other agency, entity, or individual to use or have access to the
Licensed Program in any manner other than inquire -only unless expressly authorized by
Spillman or in this Agreement. Except as specifically authorized by Spillman or in this
Agreement, queries may be conducted solely for Licensee's internal business purposes, and
Licensee may not query the Licensed Program, or permit any third party to query the Licensed
Program, for a third party's business purposes.
6.3 Licensee may not use, copy modify, rent, share or distribute the Licensed Program
(electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof,
except as expressly authorized in this Agreement or in writing by Spillman. Licensee may not
translate, modify, reverse assemble, reverse compile, or otherwise reverse engineer the
Licensed Program.
6.4 Licensee may not utilize or permit a third party to access or utilize any part of the Licensed
Program (including the Utilities) in any manner that competes, directly or indirectly, with any
product or service provided by Spillman. This Includes, without limitation, using the Licensed
Program (or its utilities) to develop any software, interfaces or other products that compete
with Spillman's products or services, or using interfaces or other products connecting to the
database of the Licensed Program in connection with a third party's competing product.
6.5 No service bureau work, multiple -user license, or time-sharing arrangement is permitted, except
as expressly authorized in writing by Spillman. Licensee may not install the licensed Program in
any other computer system or use it at any other location without Spillman's express
authorization obtained in advance (which will not be unreasonably withheld) or as authorized in
this Agreement.
6.6 To the extent permitted under the Colorado Open Records Act and subject to judicial order,
Licensee shall keep confidential all non-public information provided to Licensee by Spillman
("Confidential Information "), Including the Licensed Program, future product plans, price lists,
financial and business information, trade secrets, etc. Licensee shall not use Confidential
Information for any purpose other than the authorized purposes of this Agreement. Licensee
may disclose Confidential Information only to its employees who need to know such
Information, and who are bound to keep such information confidential. Licensee shall give
Spillman's Confidential Information at least the same level of protection as it gives its own
confidential information of similar nature, but not less than a reasonable level of protection,
6.7 Licensee hereby authorizes Spillman to enter Licensee's premises in order to inspect the
Licensed Program in any reasonable manner during regular business hours to verify Licensee's
compliance with the terms of this Agreement. Spillman will contact Weld County Public Safety
Information Technology to arrange access to Licensee's system, either when Spillman is on site
or by use of a monitored VPN.
6.8 Licensee acknowledges that, in the event of Licensee's breach of any of the foregoing provisions,
Spillman will not have an adequate remedy in money or damages. Spillman shall therefore be
entitled to obtain an injunction against such breach from any Colorado court of competent
jurisdiction immediately upon request, without the necessity of posting bond, in addition to any
other remedies that may be available at law or in equity.
SECTION 7: LICENSE TO UTILITIES; RESTRICTIONS ON USAGE
7.1 Spillman provides certain software utilities and tools (collectively, the "Utilities") as part of the
Licensed Program. Such Utilities include Spillman's XML Query, ODBC Implementation code,
ctperl, dbdump, and dbload as well as any other software utilities provided by Spillman in
connection with the Licensed Program. Spillman may add, modify or remove Utilities from the
Licensed Program during the term of this Agreement. The Utilities contain material that is
proprietary to Spillman and/or its licensors, and may be used only as permitted by this
Agreement.
7.2 Licensee and Contracted Agency users are permitted to use the Utilities for read-only operations
in connection with the authorized use of the Licensed Program, but may not allow third parties
to use the Utilities unless an authorized official of Spillman consents in writing. Licensee is NOT
permitted to utilize the Utilities or any other software tools to write to Spillman's database in
any manner, due to the potential for data corruption and system slowdown or damage. Licensee
also may not permit any third party to write to Spillman's database in any manner.
7.3 Spillman is NOT responsible for any breach of warranty or damages to the Licensed Program or
its database, data corruption, support issues, security issues or performance issues arising out of
Licensee's or third party's use of the Utilities or any other software not specifically licensed in
this Agreement (including any third -party querying or writing to the database).
SECTION 8: LIMITED WARRANTY AND LIMITATION OF LIABILITY; INDEMNIFICATION
8.1 Spillman warrants, solely for Licensee's benefit, that the Licensed Program conforms in all
material respects to the specifications for the current release of the Licensed Program as
described in Spillman's Licensed Product Specifications, for as long as Licensee maintains a
current Spillman Support Agreement. "Release" is defined as the most current version of the
Licensed Program including all error corrections and enhancements. Licensed Product
Specifications are contained in, and comprised of, the then -current written or electronic end
user documentation for the Licensed Program provided by Spillman to Licensee, as published
from time to time by Spillman, and any Product Specifications hereafter mutually agreed to in
writing by Spillman and Licensee and attached hereto. This warranty is expressly conditioned on
Licensee's observance of the operation, security, and data -control procedures set forth in the
User's Manual included with the Licensed Program.
8.2 Spillman is not responsible for obsolescence of the Licensed Program that may result from
changes in Licensee's requirements. The warranty in Section 8.1 shall apply only to the most
current release of the Licensed Program issued by Spillman from time to time. Spillman will also
support the prior two versions of the Licensed Program from the most recent release. (e.g. if the
most recent release is Spillman 6.3, then 6.3 and two (2) prior releases) and will use good faith
efforts to provide error corrections for such prior versions, provided that Spillman may
recommend installing an update or upgrade in order to remedy an Error or problem with the
Licensed Program. Spillman assumes no responsivity for the use of superseded, outdated or
uncorrected versions of the Licensed Program. Spillman is not responsible for any problems or
errors with the Licensed Program or Licensee's system resulting from use of the ctperl or dbload
Utilities in any manner other than read-only. Licensee expressly acknowledges that any use of
the "write" or "update" features of these Utilities may damage Licensee's database or cause
other problems with Licensee's system.
8.3 As Licensee's exclusive remedy for any material defect in the Licensed Program for which
Spillman is responsible, Spillman shall use reasonable efforts to correct or cure any reproducible
defect by issuing corrected instructions, a restriction, or a bypass. In the event Spillman does not
correct or cure such nonconformity or defect after Spillman has had a reasonable opportunity to
do so, Licensee's exclusive remedy will be the refund of the amount paid (either by Licensee or
the City of Greeley, Licensee's predecessor in interest) as the license fee for the defective or
non- conforming module of the Licensed Program. Spillman shall not be obligated to correct,
cure, or otherwise remedy any nonconformity or defect in the Licensed Program if Licensee has
made any changes whatsoever to the Licensed Program, if the Licensed Program has been
misused or damaged in any respect, or if Licensee has not reported to Spillman the existence
and nature of such nonconformity or defect promptly upon discover thereof.
8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN AND ITS LICENSORS DISCLAIM
ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE
LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION
OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, TITLE, NON -
INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
USE.
8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS LICENSORS TO LICENSEE FOR ALL CLAIMS
RELATING TO THE LICENSED PROGRAM AND THIS AGREEMENT, INCLUDING ANY CAUSE OF
ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL
AMOUNT OF ALL LICENSE FEES PAID TO SPILLMAN HEREUNDER BY LICENSEE OR PAID BY THE
CITY OF GREELEY UNDER ITS LICENSE AND PURCHASE AGREEMENTS. With respect to any
Contracted Agency, the above liability limit shall be just the license fees paid by or for that
Contracted Agency to Spillman. This limitation of liability is intended to apply without regard to
whether other provisions of this Agreement have been breached or have proven ineffective.
Spillman shall have no responsibility or liability for the loss of data or documentation, it being
understood that Licensee is responsible for reasonable backup precautions. 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.
8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS; ANY
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS
BROUGHT AGAINST LICENSEE BY THIRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This limitation upon
damages and claims is intended to apply without regard to whether other provisions of this
Agreement have been breached or have proven ineffective.
8.7 Spillman agrees to indemnify and defend Licensee from and against any and all third party
claims, demands, lawsuits or legal actions arising out of any actual or alleged infringement of
any trademark, copyright, trade secret, or U.S. patent by the Licensed Program, and Spillman
will pay any liabilities, damages, costs and expenses (including reasonable attorneys' fees) finally
awarded in such action or paid to settle the action. Spillman will not be required to indemnify
Licensee unless (i) Licensee promptly notifies Spillman of any such claim; (ii) Licensee gives
Spillman sole control of the defense and all settlement negotiations, and the authority to
represent Licensee in defending the claim; and (iii) Licensee provides Spillman with any
information and assistance that Spillman reasonably requests in defending against the claim.
Licensee may, at its option and expense, be represented by separate counsel in any such action.
If a court or other legal authority finds that any part of the Licensed Program infringes a third
party's intellectual property rights, or if Spillman believes that it infringes, Spillman will use
reasonable efforts to obtain a license under the rights that have been infringed, to modify the
Licensed Program so it is no longer infringing, or to provide to Licensee substitute software that
is non- infringing; provided that if in Spillman's judgment such options are not commercially
reasonable, Spillman may terminate the license for the Licensed Program or the infringing
portion thereof upon written notice to Licensee. Spillman will have no liability for infringement
arising out of modification of the Licensed Program by any party other than Spillman, use of an
outdated version of the Licensed Program, or the combination or use of the Licensed Program
with any other software, hardware, equipment, product or process not furnished by Spillman, if
use of the Licensed Program alone and in its current, unmodified form would not have been an
infringement. Spillman is not liable for any infringement claims based upon third party software
or hardware. This Section 8.7 states Spillman's entire obligation with respect to any claim for
infringement or misappropriation of any third party intellectual property rights.
SECTION 9: TERM OF AGREEMENT; TERMINATION
9.1 Licensee's license of the Licensed Program shall become effective upon the execution of this
Agreement and shall continue perpetually unless otherwise terminated as provided herein. This
Agreement shall automatically terminate upon termination of the Support Agreement for any
reason, including Licensee's failure to pay the required support fees.
9.2 Licensee may terminate this Agreement at any time upon written notice to Spillman, subject to
any outstanding obligations and financial commitments of Licensee under the Purchase
Agreement (e.g., Licensee's obligation to pay license fees is not rescinded by such termination).
9.3 Spillman may terminate this Agreement if Licensee breaches any material term of this
Agreement, the Support Agreement or the Purchase Agreement and does not correct such
breach within thirty (30) days following written notice of the breach from Spillman.
9.4 Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to
Spillman and/or its licensors. Promptly upon termination of this Agreement for any reason or
upon discontinuance or abandonment of Licensee's possession or use of the Licensed Program,
Licensee must return or destroy, as requested by Spillman, all copies of the Licensed Program in
Licensee's possession (whether modified or unmodified), and all other Confidential Information,
subject to federal or state statutes or judicial order, and other materials pertaining to the
Licensed Program (including all copies thereof). Licensee agrees to certify Licensee's compliance
with such restriction upon Spillman's request. The terms of Sections 6, 7.3, 8.4, 8.5, 8.6, 8.7, 9.4,
and 10 shall survive termination or expiration of this Agreement.
SECTION 10: MISCELLANEOUS
10.1 This Agreement, the Purchase Agreement and the Support Agreement (if applicable), together
with their attachments, if any, constitute the complete agreement between the parties with
respect to the Licensed Program and other subject matter hereof. No modification of this
Agreement shall be binding unless it is in writing and is signed by an authorized representative
of each party.
10.2 Neither party may assign its rights or duties under this Agreement without the prior written
consent of the other party, which shall not be unreasonably withheld, except that a party may,
upon notice to the other party, assign this Agreement to a successor of all or substantially all of
its business and assets.
10.3 This 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 any action between the parties relating to this Agreement. In any such action, the
prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees from the
other party.
10,4 Any waiver by either party of a default or obligation under this Agreement will be effective only
if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No
failure to exercise any right or power under this Agreement or to insist on strict compliance by
the other party will constitute a waiver of the right in the future to exercise such right or power
or to insist on strict compliance.
10.5 Any 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..
10.6 If any term of this Agreement is held to be invalid or void by any court or tribunal of competent
jurisdiction, it shall be modified by such court or tribunal to the minimum extent necessary to
make it valid and enforceable. If it cannot be so modified, it shall be severed from this
Agreement and all the remaining terms of this Agreement shall remain in full force and effect.
10.7 In the event export of the Licensed Program is expressly permitted by Spillman, Licensee may
only export the Licensed Program (including any related materials) as authorized by U.S. law and
any other applicable jurisdiction. In particular, the Licensed Program may not be exported into
any country where such export is prohibited by law, regulation or governmental order.
10.8 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. 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.
10.9 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or
implied of any of the immunities, rights benefits, protections or other provisions of the Colorado
Governmental Immunities Act 24-10-101 et seq., as applicable now or hereafter amended.
IM WITNESS WMEREOP, the parties have caused this Agreement to be ansarted by tick duly authorized
representatives as set both below. Thb Adraernent w not effective, and the Worms d the Licensed
Program w* not oannranoa, until It his been ansated bran authorised roprosentadre of both
automat and Spillman.
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BOARD OPUMW CONINNENIONINIS
Mike Freeman, Acting Chair Pro-Tem APR 2 5 2E8
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EXHIBIT 1
Spillman Licensed Program Modules Licensed or Quoted to Weld County:
1. Modules Licensed Under a Site License:
• 2nd Server Support - Annual Remote Upgrades/Patches/Support - Live Server
• Alarm Tracking
• CAD Mapping
• Civil Process
• Colorado IBRS
• Data Replication
• E9-1-1 Interface
• Equipment Management
• ERS Interface
• Esri Geobase
• Evidence Audit Inter
• Evidence Management
• Hiplink Paging Int
• Hub
• Imaging
• Inventory Management
• Jail Management
• Law Records
• Licenses & Permits
• Live Scan Fingerprint
• Ortivus ePCR Interace
• Pawned Property
• Personnel Management
• Pin Mapping
• Premises Information & Hazmat
• Premises Inspections
• ProQA Interface
• Response Plans
• Rip and Run
• Spillman CAD
• Statelink
• Telrus Automated
• Traffic InformationVehicle Impound
• Zoll Interface- Mt View Fire
2. Modules Currently Licensed Under a User License {price for conversion to a site license has been
quoted to Weld County Per Spillman's January 2018 quote #QUO-13535-D4T3V6):
• Drivers License Scan
• Mobile AVL Mapping
• Mobile Field Reporting and Field Interview
• Mobile Premis/Hazmat
• Mobile Records
• Mobile Server - Cad
• Mobile Server - RMS
• Mobile State Query
• Mobile Voiceless CAD
3. Modules Not Currently Licensed (Price for a site license has been quoted to Weld County per
quote #QUO-13535-104T3V6):
• Mobile Arrest Form
Terms Applicable to Site Licenses:
Under site licenses, the following law enforcement agencies within the geographical borders of Weld
County (partially or fully) are granted the right to use the Licensed Program. These agencies and their
current sizes are as follows:
AGENCY NAME
SWORN OFFICER COUNT
Ault Police Department
11
Dacono Police Department
14
Eaton Police Department
10
Evans Police Department
37
Firestone Police Department
27
Frederick Police Department
21
Ft. Lupton Police Department
17
Garden City Police Department
4
+
Greeley Police Department
156
Hudson Police Department
5
Johnstown Police Department
21
Kersey Police Department
7
LaSalle Police Department
8
Lochbuie Police Department
14
Mead Police Department
3
Millikan Police Department
11
Nunn Police Department
4
Platteville/Gilcrest Police Department
9
Windsor Police Department
32
Weld County Sheriff's Office
244
TOTAL SWORN OFFICERS
659
Notes:
• If any agencies outside of the borders of Weld County become a Contracted Agency on Weld
County's server, such agencies will be subject to additional license fees and support fees, as
agreed in writing with Spillman at such time.
• At such time as Weld County signs Exhibit B and pays the fees specified therein, the Mobile
(MDC) modules specified above will convert from a user license to a site license for Weld County
and all agencies listed above.
• The site license rights granted herein do not extend to fire departments, EMS, courts, probation
offices, or other agencies that do not have law enforcement as their primary purpose, though
such other agencies may be allowed read-only access to the Licensed Program.
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