HomeMy WebLinkAbout20163485.tiffftpcf IN#qdi
MEMORANDUM
TO: Esther Gesick, Clerk to the Board Nov. 1, 2016
FROM: Ryan Rose, Chief Information Officer
SUBJECT: Legal Files License Purchase Software & Services
Legal Files Software, Inc. provides licenses and support for the Legal Files Case
Management software that is used by Weld County's Human Services and Legal
departments for case management. This agreement is to upgrade our licenses to
the web version of their software and retain implementation services. The
requested cost is $21,670.00.
We ask that the BOCC approve the contract agreement as submitted,
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2016-3485
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CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY OF Information Technology
AND Legal Files Software, Inc.
This Agreement Extension/Renewal ("Renewal"), made and entered into 9th day of November, 2016, by and between the
Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, hereinafter referred
to as the "Department", and Legal Files Software, Inc., hereinafter referred to as the "Contractor".
WHEREAS the parties entered into an agreement (the "Original Agreement"), approved on March 25, 2003.
WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the
Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. The updated Cost Summary
and Purchase for Additional Software -Services is attached and incorporated herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The annual maintenance and support program expires on 4/16/2017 and is renewable annually per the Original
Agreement.
. The parties agree to amend the Original Agreement with the additional purchase and exchange of software.
• The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
1. Client server licenses are being converted to web licenses
2. Software and Services to implement the upgrade of the software are being retained
▪ All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
CONTRACTOR:
7a 414 i ct.N.,�k7
Printed Ne
Signature
ATTEST:
ddritA) J4e.;ci
Weld ounty Clerk tot e Board
BY:
Dee ty Clerk to the Board
ike Freeman, Chair
AS TO SUBS
or Department Head
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
11
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A61(0- 34-/g5-
Managing what matters to you.
801 S. Durkin Drive
Springfield, IL 62704
Phone: 217/726-6000 Fax: 217/726-7777
Purchase for Additional Software -Services
AMENDMENT TO END USER LICENSE AGREEMENT FOR LEGAL FILES CASE
MANAGEMENT SOFTWARE BETWEEN LEGAL FILES SOFTWARE, INC. ("LICENSOR") AND
WELD COUNTY, CO ("LICENSEE") DATED MARCH 26, 2003.
The Agreement between Licensor and Licensee dated March 26, 2003 is hereby amended by
adding to the Order Form to the Agreement the following software and services.
Licensee hereby agrees to pay for the additional services listed below. Licensee will be billed
50% upon Order Form signing and the balance due at the completion of the services.
Reasonable travel related costs are included in the onsite daily rate.
Quantity
Legal Files Software
Cost
9 License exchange Client Server for Web ($795/user)
1 Server License Fee (Includes one admin license)
1 Test/Secondary Environment
TOTAL SOFTWARE
$7,155.00
2,495.00
1,250.00
$10,900.00
Quantity
Maintenance and Support
Cost
1
Server License (prorated)
9 Licenses Exchanged (Same as existing M&S)
1 Test/Secondary Environment (prorated)
TOTAL MAINTENANCE AND SUPPORT
250.00
0.00
120.00
$370.00
Quantity
Training and Implementation
Cost
1 Onsite Admin-Project Team Training ($2,100/day)
3 Onsite End User Training ($2,100/day)
1 Online Training Courses ($300/2 hour session)
1 Online Technical DB Training for Custom Report Writing ($500/2
hr.session)
6 Project Management/Requirements Analysis ($200/hour)
TOTAL IMPLEMENTATION & TRAINING SERVICES
COST SUMMARY
$2,100.00
6,300.00
300.00
500.00
1,200.00
$10,400.00
NOV 092016
(Authorized Signature) (Date)
Mike Freeman
(Print Name)
$21,670.00
0206 oi/ta
Weld County
Cost Summary for
Legal Files Solution
July 5, 2016
eft „.
•
Legal
Managing what matters to you.
Submitted by:
Michael Pratt
Legal Files Software, Inc.
801 S. Durkin Drive
Springfield, Illinois 62704
(800) 500-0537, ext. 239
Mike.pratt@LegalFiles.com
COST SUMMARY FOR LEGAL FILES WELD COUNTY
CASE & MATTER MANAGEMENT SYSTEM
Solution Cost
Legal Files Software, Inc. is pleased to present the Legal Files Solution to our File and
Document Management System to Weld County.
Below is a summary of the costs the organization could expect to incur during the
implementation of Legal Files. Legal Files licensing costs are based on a per user license. The
costs for onsite services include reasonable travel expenses incurred by Legal Files.
Quantity
Legal Files Software
Cost
9 License exchange Client Server for Web ($795/user)
1 Server License Fee (Includes one admin license)
1 Test/Secondary Environment
TOTAL SOFTWARE
$7,155.00
2,495.00
1,250.00
10 900.00
Quantity
Maintenance and Support
Cost
1 Server License (prorated)
9 Licenses Exchanged (Same as existing M&S)
1 Test/Secondary Environment (prorated)
TOTAL MAINTENANCE AND SUPPORT
250.00
0.00
120.00
370.00
Quantity Training and Implementation
Cost
1 Onsite Admin-Project Team Training ($2,100/day)
3 Onsite End User Training ($2,100/day)
1 Online Training Courses ($300/2 hour session)
1 Online Technical DB Training for Custom Report Writing ($500/2
hr.session)
6 Project Management/Requirements Analysis ($200/hour)
$2,100.00
6,300.00
300.00
500.00
1,200.00
TOTAL IMPLEMENTATION & TRAINING SERVICES $10,400.00
COST SUMMARY $21,670.00
This proposal contains proprietary and confidential information that the customer is required to maintain as
confidential. Customer may only use this proposal to evaluate a possible business arrangement with Legal Files
Software, Inc., and customer may not disclose to any third party without advance written consent of Legal Files
Software Inc. All pricing is valid for 60 days for the date of this proposal.
Legal Files Software, Inc.
Page 2 July 5 2016
Legniffik-
COST SUMMARY FOR LEGAL FILES
CASE & MATTER MANAGEMENT SYSTEM
WELD COUNTY
Optional Software and Services Cost
Mobile Application for iPad & iPhone (Includes 5 user licenses)
Email Notification Service
Auditing Module
Document -Email Download Utility
Legal Files Portal
Maintenance & Support is 20% of software costs
Online Training Courses (after initial training 2 hour sessions)
Online Technical Database Training for Custom Report Writing (2 hour
sessions)
Onsite Installation
Custom Data Conversion ($200/hour)
Custom Programming ($200/hour)
Custom Report Writing ($200/hour)
$2,495
$4,995
$4,995
$9,995
$595/user
$300
$500
$2,000/day
Per Bid
Per Bid
Per Bid
Description of Implementation Services
Legal Files backs its product with outstanding implementation assistance, customer support,
training and software maintenance. Our customers are our number one priority and Legal Files
built its business model around this belief.
System Administration Training and Configuration Assistance
The Legal Files case and document management solution is a robust, professional case
management system. It is reasonably easy to learn and use; however, Legal Files recommends
a serious and disciplined approach to training. Maximum effectiveness and efficiency will only
be acquired if management requires all appropriate employees to receive the training and
practice necessary to become proficient in the use of the software.
Legal Files recommends that the key employee or employees who will be responsible for the
ongoing administration of the Legal Files solution complete administrative training.
The System Administration Training will enable the employees to establish the system options
and preferences. After training, the employees will be able to:
• Set up file/case menus
• Create custom pick list entries
• Establish appropriate user workgroup
• Decide and establish system security
• Create custom windows
• Create workflow wizards
• Create document assembly templates
During this time. a Legal Files consultant will work closely with your own administrator(s) to
facilitate an additional level of knowledge transfer between the parties. The Legal Files
consultant and your own system administrator(s) will then work together to start configuring the
system.
Legal Files Software, Inc. Page 3 July 5, 2016
1 c'griar
COST SUMMARY FOR LEGAL FILES WELD COUNTY
CASE & MATTER MANAGEMENT SYSTEM
Onsite End User Training
Legal Files recommends that each end -user receive the equivalent of 1 to 2 days of training
prior to using the Legal Files solution. The end -user training will instruct users on the use of the
case management and action item features of the application. An end -user training manual is
utilized and an electronic copy is provided to customers at no charge, students are encouraged
to take this manual with them for future reference upon completion of the training.
Included in the end -user training is a day of our walk around or one-on-one training. Legal Files
will provide one of our trainers to be on -site at your office to walk around and assist employees
as they begin using the program. answering questions and reinforcing training.
Legal Files also offers a portable training lab that can be utilized if computer equipment is not
available. There is a $50 per computer additional rental charge for training conducted using
Legal Files Software, Inc.'s equipment. The rental charge does not include shipping costs,
which are billed back to the client at cost.
Project Management
We believe that a successful Legal Files implementation begins with a clear understanding of
your organization's business requirements and the development of a roadmap for configuring
the Legal Files system to best meet your objectives. Therefore, before any training begins, Legal
Files will conduct a series of online pre -implementation sessions with key representatives from
your organization in order to learn more about your organization and its unique case/matter
management needs.
These high-level business requirements analysis sessions will be conducted via phone and/or
online by a Legal Files trainer or project manager who fully understands the capabilities of Legal
Files and the many ways in which the system can be configured and customized for maximum
effectiveness in different legal environments. The information gathered in these sessions will
enable both the Legal Files implementation team and your management to make better
decisions regarding the specific modification options which will be discussed in greater detail
during your onsite Legal Files administrative training session.
Software Maintenance & Support
Legal Files offers an annual maintenance & support agreement to ensure that you receive
regular software upgrades and unlimited Legal Files Software support.
Legal Files provides three levels of support for problems or questions relating to our
software: telephone and e-mail user support for every -day "how-to" questions, telephone and e-
mail technical support for "talk -through" system maintenance, and on -site technical support for
"walk-through" system administration. On -site technical support is reserved for Legal Files
specific problems that cannot be resolved over the phone or via a remote connection and that
interrupt your business operations.
All support calls follow the same problem management escalation procedures. Any questions
that the Help Desk specialist cannot answer are assigned to the product manager or the
development department. The Legal Files solution is a mature application. However, as with
any software program, no amount of product testing and quality assurance will catch every
software "bug." As a result, Legal Files releases periodic software fixes to address bugs that
Legal Files Software, Inc.
Page 4 July 5, 2016
LegoirlA
COST SUMMARY FOR LEGAL FILES WELD COUNTY
CASE & MATTER MANAGEMENT SYSTEM
are discovered by Legal Files staff, or reported through the Help Desk. These fixes are
distributed on electronic media to all clients as part of the maintenance agreement.
In addition, Legal Files is constantly adding functionality to the program to provide the latest in
technological advances and fulfill requests from our customers. All requests for enhancements.
whether originating from a customer or internally within the company, are routed to the product
manager where they are prioritized based on the potential benefit to the largest number of
customers.
Once prioritized, the requests are taken to the development staff where a development plan and
schedule is established, beginning with the highest priority items. A new release is offered, on
the average every nine months and updated documentation and online help are available with
every release.
Legal Files ensures all new releases are compatible with the customization and configuration
that our clients have made to the system. All configuration and customization is handled
through the application (and controlled by security) so an administrative user does not need to
know about the database and its structure.
Changes to the database are limited to major releases and our upgrade routine automatically
makes the required changes to the database during the upgrade process. This approach keeps
our client's support costs low and greatly reduces the amount of time it takes to install a new
release of the program.
With every new release, Legal Files produces a new features guide, which can be supplied in
an electronic format at no charge.
Legal Files Software Inc. also publishes a client -only section of its web site. In the Legal Files
Client Resource Center, a user may read current and all past issues of Hints & Helps, our Help
Desk publication: downloaded "What's New" to learn about the newest features and
enhancements; and access the latest versions of all training manuals, Help documentation, and
Build Notes.
Legal Files has built its reputation on serving our customers and delivering upon our promises.
Our maintenance and support agreement is a key component in keeping our customers up to
date with the most current release, while continuing to enhance the application through
feedback from our customers.
Legal Files Software, Inc.
Page 5 July 5. 2016
Mar 25 03 05:11p
970 358-476G p.2
LICENSE AGREEMENT FOR
LEGAL FILES CASE MANAGEMENT SOFTWARE
This Agreement is made and entered into between Legal Files Software, Inc. ("Licensor, Seller or Vendor" or
"LFS") and Weld County Colorado ("Licensee, Purchaser or Customer") to be effective 2 -ae, -.)602
("Effective Date") In consideration of the mutual convenants and promises set forth herein, the parties agree to the
following:
1.0 DEFINITIONS.
1.1 "Legal Files Case Management Groupware" or "Software": Shall mean the object code programs,
as modified from time to time, in machine readable form, licensed by licensor to licensee under this
Agreement.
1.2 "Product Use" shall mean Use of the Software to process actual business transactions of the Licensee
for the benefit of the Licensee.
1,3 Documentation: Shall mean the written material set forth in the form of an integrated On -Line Help
System contained within the Software as well as the Software's technical documentation.
1.4 Enhancements: Shall mean modifications, changes or new releases to the version of the Software
licensed by this Agreement, which may be received pursuant to a separate maintenance and support
agreement Enhancements do not include new versions of or additional modules to Software.
2.0 LICENSE. Subject to the terms of this Agreement, Licensor hereby grants to Licensee, and Licensee
hereby accepts, a non-exclusive and nontransferable license to use the Software and Documentation
perpetually, unless terminated pursuant to terms of this Agreement.
10 LICENSE FEES AND OTHER CHARGES.
3.1 License fees and payment terms. Are outlined in Exhibit A.
3.2 Training. Legal Files recommends that training Class sizes not exceed 10 people. Classes larger than
10 require a training assistant. System Administrators from Licensee's organization that have been pre -
trained can qualify as training assistants. It is recommended that training not be done at Licensee's site
unless Licensee has special facilities set up for training purposes. Special training should be set up for
employees with scheduling conflicts or partners desiring separate training. All costs for outside trailing
facilities and equipment shall he passed on without markup to Licensee. Licensee shall pay all reasonable
travel and lodging expenses in addition to our trainer's daily rate (See Exhibit A). There is a S50 per
computer additional surcharge for training conducted at Licensor's office using Legal Files Software, Inc.'s
equipment.
3.3 Data Conversion. Data conversions must he performed at Legal Files Software, Inc. facilities. Data
must be provided in an acceptable readable format and provided to Legal Files on a hard drive, diskettes,
CD-ROM, 4MM DAT tape, or in some other format pre -approved by Legal Files programming department.
If the data is in some way encrypted or password protected, we must have instruction to decrypt or the
password to unprotect the data so that it can be converted. The data must he corruption free. Data can only
be converted into Legal Files when the source program provides the appropriate logic to allow a correct
association. Legal Files will provide Licensee with a data test conversion. It is the Licensee's
responsibility to carefully preview the test conversion data in advance of final conversion and program
implementation. Reasonable adjustments will be made at the request of Licensee to the conversion during
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370 356-4766 p.3
the test conversion phase. Adjustments made to data following program implementation shall be done only
at additional charges. Conversion prices will only apply when Licensee provides complete source
programs, program documentation and information allowing reasonable access to data extraction. Where
in-house expertise or local consultants are not available, Legal Files will visit Licensee's site to obtain data
conversion programs, data and documentation for an additional charge.
3.4 Taxes. Any and all taxes are the responsibility of the Licensee,
3S Annual Maintenance and Strppnrtz Maintenance and support of the Software, including the release
of Enhancements, will be provided in accordance with the provisions of a separate agreement.
4.0 PROTECTION OF SOFTWARE.
4.1 Acknowledgement of Trade Secrets. Licensee acknowledges and agrees that the Documentation and
the Software and all copies thereof are Legal Files' exclusive property, constitute valuable 'trade secrets, as
that term is defined pursuant Section 2(d) of the Illinois Trade Secrets Act (765 iI CS 1065/2(d)), and are
protected by federal and international copyright laws and treaties. Licensee may not disclose or make
available to third parties the Software, Documentation or any portion thereof without Legal Files' prior
written approval. The parties acknowledge that the Software is not a "work made for hire" under the
Federal Copyright Law. All information, documents or records to which Legal Files has access and in
which Licensee has rights, shall be treated by Legal Files as Licensee's proprietary information and trade
secrets. it is Legal Files' duty to ensure that Licensee's information is not and shall not be disseminated to
third parties without Licence's prior written consent,
4.2 Return of Deliverables. Upon the termination of this Agreement Licensee shall immediately return to
Legal Files any and all copies, in whole or in part, of the Software and Documentation as well as and
certify in writing its compliance with this Section.
4.3 Proprietary Notices. All copies of the Software and the Documentation, in whole or in part, shall
contain all restrictive and proprietary notices as they appear on the copy of the Software and
Documentation provided by Legal Files Software. in no event may Licensee duplicate, in whole or in part,
the Documentation for third parties
4.4 Reproduction and Modification of the Software. Licensee is permitted to use the Software on a
non-exclusive, non -transferable basis for its own internal use only. Licensee shall use the Software solely
with its own business information. Licensee shall not disclose to any third party or allow any third party
access to the Software, except as expressly provided for in this agreement. Use of the Software shall be
confined to the offices and reasonable extensions thereof of Licensee. Licensees' auditors shall be
permitted access to the Software under conditions of confidentiality solely in the course of their audit work.
Licensee may not rent, lease or sell the Software for any commercial economic or material benefit to
Licensee or anyone else. Licensee further agrees that the Software and accompanying Documentation will
not be reproduced, copied, reverse engineered or subdivided by the Licensee or anyone else for any
purpose. Licensee will have the right ro copy the Software solely for backup or archival purposes.
4.5 Section 4.0 Survival. The provisions of Section 4.0 shall survive the termination of this
Agreement.
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5.0 PROPRIETARY RIGHTS INDEMNITY.
5.1 Licensor's Duty to Indemnify. Licensor shall defend or settle at its own expense, any claim made
against Licensee that thc licensed use of thc Software infringes any United States patent, copyright, trade
secret or other proprietary right. Licensor shall indemnify Licensee and hold it harmless against any final
judgment, including an award of attorneys' fees, that may be awarded by a court of competent jurisdiction
against Licensee as a result of the foregoing; provided that Licensee shall give Licensor prompt written
notice of such claim and shall provide Licensor with all reasonable cooperation. Licensor has no obligation
to pay Licensee's attorneys' fees, provided that Licensor has assumed the defense of the infringement claim
in a timely fashion. Further, Licensor shall have no liability or duty to Licensee for any claim of
infringement pursuant to this Section if such claim is based on Licensee's or third party's addition or
modification to the Software when such claim of infringement is based on such addition or modification
and such addition or modification was not authorized in writing by Licensor.
5.2 Licensor's Rieht to Correct. If a claim is made that the licensed use of the Software infringes any
United States patent, copyright, trade secret or other proprietary right, or if Licensor believes that a
likelihood of such a claim exists, Licensor may, in Licensor's sole discretion, procure for Licensee the right
to continue using the Software, modify it to make it non -infringing but continue to meet the Software's
functionality; or replace it with non -infringing software of bite functionality; provided, however, if none of
the foregoing is reasonably available to Licensor, either party may terminate the license granted herein, in
which case the Licensee shall return the Software and Documentation to Licensor pursuant to Section 4.2
and Licensor shall refund to the Licensee a sum equivalent to one sixtieth (1/60) of the license fee paid,
multiplied by the number of months remaining in the fast five years of this Agreement
6.0 LIMITED WARRANTY; EXCLUSIVE REMEDY.
6.1 Limited Warranty. Licensor warrants that the Software, as it was delivered to Licensee, will function
substantially in accordance with the Documentation for thirty (30) days after the Effective date of this
Agreement.
6.2 No other Warr_anties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN
SECTION 6.1, LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, OR ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
63 gzclusive Remedy. LICENSEES EXCLUSIVE AND SOLE REMEDY FOR BREACH OF THE
LIMITED WARRANTY HEREIN CREATED SHALL BE LIMITED TO REPAIR OF DEFECTS
OR REPLACEMENT OF THE SOFTWARE, OR, IN THE EVENT THE LICENSOR IS UNABLE
TO EFFECTUATE SUCH REPAIR OR REPLACEMENT WITHIN A REASONABLE PERIOD
OF TIME, LICENSEE SHALL BE ENTITLED TO A RETURN OF THE FEES ACTUALLY
PAID TO LICENSOR UNDER THIS AGREEMENT.
7.0 LIMITATION OF LIABII IT'Y. EXCEPT FOR A CLAIM UNDER SECTION 5.0. LEGAL FILES'
TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION, SHALL BE LIMITED TO THE SOFTWARE AND MAINTENANCE
FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT AND THE
MAINTENANCE AND SUPPORT AGREEMENT IN THE PRECEDING TWELVE (12) MONTH
PERIOD. IN NO EVENT SHALL LFS BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LOSS OF USE OR CLAIMS OF
THIRD PARTIES) THAT MIGHT RESULT AS A RESULT OF THE PERFORMANCE OR
BREACH OF THIS AGREEMENT OR IN ANY WAY ARISES OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.
8.0 NO WAIVER QF 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 riot a party to this Agreement.
Mar 25 03 05:12p
970 35G-4766
P-5
9.0 TERMINATION / CANCELLATION.
9.1 'erminatlon, Either party may terminate this Agreement if a party is in breach of this Agreement and
fails to remedy such breach within thirty (30) days after written notice thereof by the non -breaching party.
Further, either party may terminate this Agreement immediately upon written notice of a breach of Section
4.0, the commencement of any proceedings seeking liquidation of a party which is not dismissed within
forty-five (45) days, the insolvency of a party or the assignment by a party for the benefit of its creditors.
9.2 Force Maieurc. Notwithstanding anything to the contrary stated herein, neither party hereto shall be
liable for any breach of its obligations resulting from causes beyond its reasonable control including but not
limited to fire, strikes (excluding Legal Files' own employees) insurrection or riots, earthquakes, tornadoes,
embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw
materials requirements, or regulations of any civil or military authority (an "Event of Force Majeure"),
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of
Force Majeure. such notice to contain details of the circumstances giving rise to the Event of Force
Majeure. If a default due to an Event of Force Majeure shall continue for more than three months the party
not in default shall be entitled to terminate the Agreement as a result of an Event of Force Majeure.
10.0 MISCELLANEOUS PROVISIONS.
10.1 Notices. All notices and demands required or permitted under this Agreement shall be in writing and
may be delivered personally to an I.FS Employee or the designated Weld County Employee or agent, sent
by registered or certified mail, postage prepaid, by facsimile, or by an overnight express service, e.g.,
Federal Express, Airborne Express, etc., to one of the persons and addresses or facsimile numbers set forth
below. Any notice or demand mailed or faxed as aforesaid shall be deemed to have been delivered on the
date of delivery or refusal, as the case may be, set forth on the return receipt or the facsimile machine
print out. Said notices shall be delivered, faxed or addressed as follows:
FS
Tim Schroeder
Account Manager
Legal Files Software, Inc.
2730 South MacArthur Street
Springfield, IL 62704
Phone (217) 523-7480 ext. 247 Fax: (217) 523-2390
Licensee
Weld County Colorado
915 10th Street, 3'd Floor
Greeley, CO 80631
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Mar 25 03 05:12p
970 356-4706 p.6
10.2 5evcrabllfty. If any provision of this Agreement or the application of such provision to any party
or circumstance shall be held Invalid, the remainder of this Agreement, or the application of such provision
to parties or circumstances, other than those as to which it is held invalid, shall not be affected unless such
invalidity would materially alter the party's ability to perform or the intended essential purpose of this
Agreement.
103 Parties Bound. This Agreement shall be binding upon the parties hereto, their successors, assigns,
legal representatives.
10.4 Final Agreement. This Agreement constitutes the complete, final and exclusive expression of the
parties' agreement, and it supersedes all proposals and other communications made between the parties
concerning the subject matter hereof. This Agreement cannot be modified except by written agreement
signed by the parties hereto.
103 Authorization. Each undersigned hereby represents and warrants that he or she has been duly
authonzed by his or her respective party to enter into and execute this Agreement.
i0.6 Headings, Gender. All section headings contained in this Agreement are for convenience of
reference only, do not form a part of this Agreement and shall not affect in any way the meaning of
interpretation of this Agreement. Words used herein, regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the context requires
10.7 Waiver. A waiver of a default of any term of this Agreement shall not be construed as a waiver of
any succeeding default or as a waiver of the provision itself. A party's performance after the other party's
default shall not be construed as a waiver of that default.
10.8 Assignment. Neither party may assign this Agreement without the prior permission of the other
except to an Affiliate, or where all or substantially all of the assets of a party are sold to, or merged or
consolidated with, another company, or in the case of Licensor, where all or substantially all of the
Software is sold to another Person. Affiliate shall mean a company or other business entity (Company)
which owns all or part of a party, a Company in which a party has an ownership interest, or a Company
which shares common ownership interest, or a Company which shares common ownership with the
party. Nothing in this agreement is intended to confer on any person, other than the parties and their
successors, any rights or remedies under or by reason of this Agreement.
11.0 NO THIRD PARTY BENEFICIARY ENFORCEMENT. 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.
11.1 Notwithstanding anything to the contrary stated herein, to the extent that an action in the nature of
an injunction, temporary restraining order or other similar emergency or equitable relief is required to
enforce the terms of Section 4.0, either party may, at its option, bring an action against the other party in
any court of competent jurisdiction in order to obtain prompt and effective relief.
12.0 GOVERNING LAW. The validity, interpretation, and construction of this License Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado and the United States of
America. The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this
License Agreement shall be Weld County, Colorado, and/or the Federal District Court for the District of
Colorado.
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Mar 25 03 05:13p
970 358-476G
p.7
In witness whereof, the parties hereto have signed this Agreement on the date set forth below.
LICENSOR
LEGAL FILES SOFTWARE, INC.
BY:
Its: 5dr"
Date:
ATTEST:
BY:
a3
Its: e . d e$ ,
Date:
45 16"-z•••C.,
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LICENSEE
WE to UNTY COLORADO
BY:
Its:
Date: 9 ' 2r-03
ATTEST,
BY: n
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Date:
Mar 25 03 OS:13p
970 356-4766 p.8
Exhibit A
7 Legal Files Version 5.0 user licenses
Maintenance and Support (1st year)
(5199 per user, per year)
Total Software
Training
phase One
3 days Administrative Training
(At Legal Files training facilities in
Springfield, IL on 4/15 — 4/17)
Data Conversion
Total Contract
Optional Software & Services
Additional "Read Only" Licenses
Additional "Read Only" Licenses Annual Maintenance
$ 3,465
$ 1,393
S 4,858
$ 2,250•
$ 7,400
$14,508
$150 / each
$199 / each
• All Travel Expenses are the responsibility of the customer
"Read Only" Licenses for the Legal Files software could be implemented for users who do not need the
ability to add/update/or delete data from the Legal Files system. These special licenses are available for
one for year after the Effective Date of this agreement. The 'Read Only" licenses require Annual
Maintenance & Support.
Payment Terms
50% of the Total Contract Amount is due upon contract signing.
50% of the Total Contract will be invoiced upon acceptance of data conversion.
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MAINTENANCE AND SUPPORT AGREEMENT FOR
LEGAL FILES CASE MANAGEMENT SOFTWARE
THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement") is entered into between Legal
Files Software, Inc. ("Vendor"), having its principal office at Springfield IL, and Weld County Colorado.
("Customer").
Introduction
Vendor licenses the software program known as Legal Files Case Management Groupware, referred to as
the "Software." An End -User License Agreement separately signed by the parties grants Customer a license to the
Software.
Vendor and Customer agree as follows:
Section 1. Software Maintenance Services
LI Vendor agrees to provide to Customer corrected or modified versions of the Software in the form
of fixes and further releases that Vendor makes generally available to end -users. Vendor may charge an additional
commercially reasonable fee for versions in which platform upgrades, substantial additional functionality or
improved performance are provided.
1.2 Such modifications, when delivered and installed, shall become part of the Software and shall
otherwise be subject to all of the terms of the License Agreement.
Section 2. Error Correction Services
2.1 Vendor shall use reasonable commercial efforts to correct or provide a usable work -around
solution for any reproducible material error in the Software, within a reasonable period of time. If Vendor, in its
discretion, requests written verification of an error or malfunction discovered by Customer, Customer shall promptly
provide such verification, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in
which the Software fails to perform An error or malfunction shall be "material" if it represents a nonconformity
with Vendor's current published specifications for the Software that interferes with the usability of the Software.
Vendor is not obligated to fix errors that are not material. Upon request, Customer shall provide Vendor remote
access to Customer's computer system for the purpose of remote diagnostics_
2.2 Customer shall pay Vendor at Vendor's then current time and material rates for work of Vendor
spent investigating an error or malfunction that Vendor reasonably determines to have been caused by a
modification to the Software not made nor authorized by Vendor, Modification of the Software shall he terms for
revocation of software license and termination of further technical support by Vendor.
23 If in the reasonable judgment of the parties, an on -site visit to the customer is necessary to solve a
Critical Problem, Vendor will make an on -site visit. If the Critical Problem was not caused by a defect in the current
or immediately preceding release of the Software, Customer shall reimburse Vendor for its personnel who made the
on -site visit at Vendor's then current hourly rate and shall pay all reasonable expenses for the site visit.
Section 3. Telephone Support
3.1 Vendor shall, during the hours of 8:00 a.m. to 5:00 p.m. in central time zone on weekdays
(exclusive of holidays), make reasonable telephone support available to Customer's authorized contact person and
alternate contact person of Customer who have been trained by Vendor in the use of the Software.
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p.10
Section 4. Exclusions
4.1 Legal Files' service obligations set forth in Sections 1, 2 and 3 do not include circumstances
where. (a) Corruption or loss of the Software or data due to hardware failure or fault has occurred, although Legal
Files personnel will use reasonable efforts to assist if such problems arise; (b) Corruption to the Software or data due
to the interference or modification of the Software by the Customer or third party except as allowed hereunder in the
Documentation or with LFS permission; (c) The failure of the Customer to implement recommendations in respect
of or solutions to faults previously advised by IFS or to install an Enhancement made available under Section 1.1 of
this Agreement; (d) Customer is in breach of this Agreement, or the License Agreement.
Section S. Reggeet for Modification of the Software
5.1 Customer may at any time request in writing that Vendor make additional modifications to the
Software to add functions or improve performance. All such requests will be evaluated by the Vendor for future
Inclusion.
Section 6. Delivery
6.1 In order to satisfy any delivery obligation, Vendor may, at its option, send to, have delivered to or
email to Customer corrected Software or "patches" in electronic. CD-ROM or magnetic form a copy of any
modification, error correction, fix, or release to the Software provided pursuant to this Agreement.
Section 7. Fees for Services
7.1 Licensee shall pay Licensor a fee of twenty (20) percent of the Licensor's then current Software
price per user multiplied by Customer's number of licensed users plus twenty (20) percent of Licensor's then current
price for applicable replication software for each calendar year of Software Maintenance under this Agreement.
Yearly extensions will be available from year to year thereafter at Vendor's then applicable fee. All such fees are
payable in advance.
7.2 If this Agreement is terminated by Customer, Customer may reinstate support and maintenance for
the Software only by paying Vendor all annual maintenance fees that would have been paid, but for the termination.
7.3 Where this Agreement requires Customer to pay an additional time and materials, hourly, or per
diem charge, such charge shall be billable to Customer at Vendor's then current rates. Vendor may request a retainer
fee in advance of additional support performed.
7.4 Customer agrees to pay when due (or, if necessary, reimburse Vendor for) any applicable salts,
use, property, excise, VAT, and other similar taxes. A monthly interest charge at the rate of one and one-half percent
(1 1/2%) or the maximum legal rate, whichever is less, will he assessed on all payments more Mari thirty (30) days
past due.
Section 8. Intellectual Property
8.1 The modifications to the Software, including all intellectual property rights associated therewith,
made or provided by Vendor pursuant to this Agreement, whether alone or with any contribution from Customer or
its personnel, shall be owned exclusively by Vendor.
Station 9. Limited Warranty; Disclaimers
9.1 Vendor warrants that it will render services under this Agreement in a professional manner. As
Vendor's sole responsibility and Customer's exclusive remedy in the event of any material failure to meet such
standard, Vendor shall make a reasonable effort to remedy any resulting discrepancies. Any claim based on the
foregoing warranty must be submitted in writing within ninety (90) days after delivery or the date of required
delivery of the such service.
9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VENDOR MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, ITS SERVICES, ANY PROGRAMMING, OR ANY RESULT OF
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970 356-4766
SOFTWARE USE. VENDOR SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
`13 CUSTOMER'S EXCLUSIVE AND SOLE REMEDY FOR BREACH OF THE WARRANTY
GIVEN IN SECTION 9. I SHALL BE LIMITED TO REPAIR OF DEFECTS OR REPLACEMENTS OF THE
SOFTWARE, OR, IN THE EVENT THE VENDOR IS I INABLE TO EFFECTUATE SUCH REPAIR OR
REPLACEMENT WITHIN A REASONABLE PERIOD OF TIME, CUSTOMER SHALL BE ENTITLED TO A
REFUND OF ALL AMOUNTS PAID TO VENDOR UNDER THIS AGREEMENT DURING THE TWELVE (12)
MONTHS PRECEDING THE BREACH.
Section 10. Limitation of Liabil
10.1 THE AGGREGATE UABILTY OF VENDOR(INCLUDING ITS SUBCONTRACTORS AND VENDORS) FOR
ALL CLAIMS, WHET}IER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE,
ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY PERFORMANCE OR NONPERFORMANCE HEREUNDER
SHALL BE LIMITED TO THE MAINTENANCE FEES ACTUALLY PAID TO VENDOR UNDER THIS AGREEMEN r IN THE TWELVE
(12) MONTHS PRECEDING THE BREACH. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
REVENI IF, COST OF CAPITAL, CLAIMS OF CUSTOMERS FOR SERVICE INTERRUPTIONS OR FAILURE. OF SUPPLY, AND COSTS
AND EXPENSES INCURRED IN CONNECTION WITH ALTERNATE REPAIRS AND CORRECTION SERVICES.
Section 11. Terms
11.1 This Agreement shall commence on the date when Legal Files Software has been installed on the
server which will occur only after the applicable initial fee has been paid. Unless sooner terminated in accordance
with this Section, this Agreement shall continue in effect for one (I) year and thereafter shall automatically renew
for successive renewal terms of one (1) year each, unless and until either party elects to terminate this Agreement
upon expiration of the term (either Initial or renewal) then in effect by giving notice of its intention at least sixty (60)
days prior to the date of such expiration.
11.2 In addition to its termination rights set forth in Section II I hereof, Vendor may terminate this
Agreement by giving written notice of termination to Customer upon the occurrence of any of the following events:
I . Customer defaults in the performance of any material requirement or obligation created by this
Agreement or the License Agreement.
2. Customer fails to make any payment to Vendor within sixty (60) days of its due date under this
Agreement;
3. Customer ceases business operations, is the subject of any state or federal bankruptcy, insolvency,
or similar proceeding, becomes insolvent, or makes an assignment for the benefit of creditors or a
receiver is appointed for a substantial part of Customer's assets or becomes unable to pay its debts
when due;
11.3. Customer may terminate this Agreement at any time, however, no termination of this Agreement
shall release Customer from any obligation to pay Vendor any amount that has accrued or become payable at or
prior to the date of termination,
Section 12. Miscellaneous
12.1 The date on which Vendor's obligations are required to be fulfilled will be extended for a period
equal to the time lost by reason of any delay arising directly or indirectly from acts of God, unforeseeable
circumstances, or any other cause beyond Vendor's reasonable control.
12.2 Any notice to a party required or permitted hereunder shat' be sufficiently given only when
provided in writing, and either personally delivered or sent via certified or registered mail to the party's address
indicated herein. Customer shall promptly give Vendor notice of any address change.
12.3 A failure by either parry to enforce any right under this Agreement shall not at any time constitute
a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this
3
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Agreement.
12.4 This Agreement shall obligate and benefit the parties, their personal representatives, heirs,
successors, and assigns. Vendor rosy assign all or any part of this Agreement, but no assignment or transfer of any
Interest in this Agreement (including subltcenses, pledge, security interests, and the like) may be made by Customer
without the prior written consent of Vendor.
12.5 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision, the remaining provisions being deemed to continue in full force and effect.
12.6 This Agreement is the entire agreement of the parties, and supersedes all prior agreements and
communications, whether oral or in writing, between the parties with respect to the subject matter of this
Agreement. No amendment or modification of this Agreement shall be effective unless made in writing and signed
by Vendor and Customer.
Address:
G4riJur
12.7 This Agreement shall be governed by and construed under the laws of the State of Colorado.
12.8 No portion of this Agreement shall he 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.
12.9 It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement, and ail 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.
LEGAL FILESnFTWARE, INC.
By:
Name and Title: i/21�?row?!'
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�l�tiMt�(rQ+b r T -L
Phone: _ l�1 •i� _ �>� g D
WELD'Q rNTY COLORADO
By:
Name and Tit e: ItV'ca
Address:
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s67-ee ( lo e6.L.
Phone: 0000
Fax: a1?- sa3- e)19b Fax: 97d - 3S,Z - 4.2 $
Vendor Accepted -on Date:
Customer Accepted -on Date: 3 S' Q
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