HomeMy WebLinkAbout20143718.tiff RESOLUTION
RE: APPROVE MASTER PURCHASE AGREEMENT AND AUTHORIZE CHAIR TO SIGN -
ADVANCED PUBLIC SAFETY, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Master Purchase Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Public Safety and Communications, and Advanced Public Safety,
Inc., commencing upon full execution of Signature, with further terms and conditions being as
stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Master Purchase Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Public Safety and Communications, and Advanced Public Safety, Inc., be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 1st day of December, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: Sic kc :d, n� , r
6ugles ademacher, Chair
Weld County Clerk to the Board
tL EL USED
a ra Kirkmeyer, Pro-Tem
D t Clerk to the Boardt 1
� P. Conway
APPRo O FORM: `‘IN..C9
Mike Free
County Attorney
lia . Garcia
Date of signature: /24
1`_12A 014-3718
CC : Cm(m.i�ltree, ,s ,,, , 2CM0023
*Trimble..
IMaster Purchase Agreement
This Master Purchase Agreement(the "Agreement'or'Contract'),dated as of the Effective Date set forth below,is entered into by and
between Advanced Public Safety,Inc.,a Florida corporation,with its principal place of business at 400 Fairway Drive,Suite 101,
Deerfield Beach,FL 33441,USA(hereinafter"APS'or°Contractor'),and the corporation,government agency or other entity,as
described below(hereinafter"Customer"or"County).
This Agreement is entered Into with reference to the following information:
"Customer" Customer Name: Board of County Commissioners,Weld County,Colorado
_. .__ ...
Customer Address: 1150 0 Street
Greeley,CO 80631 - -
Site Address:
hl different than Customer Address):
"Customer Contact Name: Jack Steller
Contact" Contact Title: Weld County Public Safety Information Technology,Operations Manager
Contact Malting Address: 1551 N.17th Avenue,Suite 2,Greeley,CO 80631
(if different than Customer Mailing
Address):
Contact Telephone Number: 970 356 4000 X 2541
Contact Fax Number: 970 304 6501
Contact Email: statier I @co.weld.cc.us
"Effective Date":
This Agreement consists of this Signature Page, the attached Agreement Terms and Conditions and any Exhibits or Attachments
attached hereto,and the Statement of Work,and applies exclusively to the APS Products or Services Identified in the Product Schedule
and licensed or purchased by Customer. This Agreement becomes legally binding upon the signatures by authorized
representatives of both parties below.
ADVANCED PUBLIC SAFETY,INC. Customer:
BOARD OF COUNTY COMMISSIONERS O
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APPROVED AS TO FUNDING:
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APS Master Pwch ass Agreement Page 1 b 20
Rev Apnl 2013
2014-3718
Advanced Public Safety,Inc.
Agreement Terms and Conditions
1. SCOPE OF AGREEMENT
Customer desires to purchase from APS and APS desires to sell to Customer the products and/or services listed on a Product Schedule on
the terms and conditions contained herein.
2. DEFINITIONS
2.1 "Documentation"means the user's guide, product manual and/or operating instructions (whether in printed or electronic format)
supplied to the Customer by APS for aiding use of the Software. Documentation is deemed to Include any APS-provided revisions
thereof.
2.2 "Equipment"shall mean those items of hardware or equipment specified on an applicable Product Schedule to be purchased by
Customer and sold by APS.
2.3 "Order"means the document In hard copy or electronic form by which Customer orders APS products.
2.4 "Products"means the Software and Equipment.
2.5 "Product Schedule"means the proposal, Order, Statement of Work, or other schedule identifying the APS Products or Services
purchased and/or licensed under this Agreement.
2.6 "Software"means the software modules and customization specified in the applicable Product Schedule,together with any associated
Documentation (in any medium), furnished under this Agreement as well as Fixes, Minor Updates or Major Upgrades furnished to
Customer pursuant to the terms of Exhibit 1 hereto.
2.7 "Statement of Work"means the Product Schedule (or portion thereof)describing Professional Services to be provided by APS for
Customer and executed by the parties.
3. SOFTWARE LICENSE
The terms of this Section 3 shall apply to Customer's license of Software from APS pursuant to this Agreement.
3.1 License Grant. Subject to the terms and conditions of this Agreement and payment of the license fee(s) specified in the applicable
Product Schedule,APS grants Customer a non-exclusive, non-transferable, revocable license, without the right to sublicense, to use
the number of copies of the Software listed in the applicable Product Schedule in machine-readable form on any computer hardware
and operating system for which it was intended, but solely for Customer's internal business. Customer may authorize the personnel
associated with its business to use the Software,but only one person at one time,on one computer at one time. Customer may also
store or install a copy of the Software on a storage device,such as a network server,used only to install or run the Software on its other
computers over an internal network, but in such case Customer must acquire and dedicate a seat license for each separate computer
on which the Software is installed or run from the storage device. A seat license for the Software may not be shared or used
concurrently on different computers/devices. Customer's use of the Software is limited to the total number of installation copies and
seat licenses purchased. Software is licensed, not sold and any references herein to purchasing Software shall mean licensing
Software.
3.2 Other Rights and Limitations.
3.2.1 Customer may not copy, modify, make derivative works of,rent, lease,sell, distribute or transfer the Software,in whole or in
part, except as otherwise expressly authorized under this Agreement. No service bureau work, multiple-user license or lime-sharing
arrangement is permitted. For purposes of this Agreement'service bureau work'shall be deemed to include,without limitation, use of
the Software to process or to generate output data for the benefit of or for purposes of rendering services to any third party over the I
Internet or other communications network. Customer agrees to use all commercially reasonable efforts to prevent its unauthorized use
and disclosure.
3.2.2 The Software contains valuable trade secrets proprietary to APS and its suppliers. To the extent permitted by relevant law,
Customer shall not,nor allow any third party to copy,decompile,disassemble or otherwise reverse engineer the Software,or attempt to
do so, provided, however, that to the extent any applicable mandatory laws give Customer the right to perform any of the
aforementioned activities without APS' consent in order to gain certain information about the Software for purposes specified in the
respective statutes (e.g., interoperability), Customer hereby agree that, before exercising any such rights, it shall first request such
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PPS Master Purchase Agreement Page 2 0,20Hev Ppn12013
information from APS in writing detailing the purpose for which it needs the information. Only if and after APS, at its sole discretion,
partly or completely denies the request,may Customer exercise such statutory rights.
3.2.3 The Software is licensed as a single product. Customer may not separate its component parts for use on more than one
computer except as specifically authorized in this Agreement.
3.2.4 Customer may not use the Software for performance, benchmark or comparison testing or analysis,or disclose to any third
party or release any results thereof(all of which information shall be considered APS confidential information)without APS'prior written
consent.
3.2.5 Customer agrees to cooperate with APS to track the number of users, server computers,computers and other devices with
access to the Software at Customer's sites to ensure compliance with the license grant and installation restrictions in this Agreement.
In the event the compliance check reveals that the number of installations at Customer's site exceeds the actual number of licenses
purchased, Customer agrees to promptly reimburse APS three(3)limes the then current applicable list price for the extra licenses that
are required to be compliant,but that were not obtained,as liquidated damages and as a reasonable penalty.
3.3 Copyright. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video,
audio, music, and text incorporated into the Software),the accompanying printed materials,and any copies of the Software are owned
by APS and its suppliers. Customer may,however,either:(a)make one(1)copy of the Software solely for backup or archival purposes;
or(b)install the Software on a single computer provided it keeps the original solely for backup or archival purposes. Customer may not
copy the accompanying printed materials without APS'consent or unless provided herein.
3.4 U.S.Government Restricted Rights. The Software is provided with'RESTRICTED RIGHTS? Use, duplication, or disclosure by the
United States Government is subject to restrictions as set forth in this Agreement, and as provided in DFARS 227.7202-1(a) and
227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III),
as applicable.
3.5 Customization. Customization or configuration of APS Software performed by APS at Customer's request, if any, are Professional
Services as provided in Section 5 and will be subject to additional charges,except as agreed to in writing by APS. APS will retain all
intellectual property and other proprietary rights in and to the Software and any additional customization or configuration,and shall have
the right and authority to use, sell and distribute the Software and utilize the results of the work for any other purpose, in APS'sole
discretion,without requirement of notification or liability to Customer of any kind(including,without limitation,monetary remuneration).
3.6 Limited Software Warranty. APS warrants that the Software will perform substantially in accordance with the accompanying written
materials(i.e., applicable user's guide or product manual)for a period of one (1)year from the date of purchase. The above limited
warranty does not apply to error corrections,updates or upgrades,if any, of the Software after expiration of the limited warranty period,
which are provided'AS IS'and without warranty unless otherwise specified in writing by APS. APS does not warrant that the Software
will operate error free or uninterrupted,will meet Customer's needs or expectations,or that all nonconformities can or will be corrected.
3.7 Customer Remedies.APS'and its suppliers'entire liability, and Customer's sole remedy,with respect to the Software shall be either,
at APS'option,(a)repair or replacement of the Software,or(b)return of the license fee paid for any Software that does not meet APS'
limited warranty. The foregoing limited warranty is void if failure of the Software has resulted from: (i) accident, misuse, abuse, or
misapplication; (ii) alteration or modification of the Software without APS' authorization; (iii) interaction with software or hardware not
supplied or supported by APS; (iv) improper, inadequate or unauthorized installation, maintenance or storage; or (v) if Customer
violates the terms of this Agreement. Any replacement Software will be warranted for the remainder of the original warranty period or
thirty(30)days,whichever is longer.
3.8 Third Party Software Warranty. APS will extend to Customer the manufacturers warranty,if any,for third-party Software delivered by
APS to Customer under this Agreement. Customer acknowledges and agrees that APS shall not be responsible for separately
warranting or supporting third-party Software and that Customer must contract directly with the manufacturer of such third-party
Software for any support or maintenance.
3.9 Software Support and Maintenance. Upon payment of the applicable fees, APS may provide support and maintenance services
Maintenance Services')for the Software,but not including any third-party Software,to Customer as described in Exhibit 1 hereto.
4. EQUIPMENT PURCHASES
The terms of this Section 4 shall apply to Customer's purchase of Equipment from APS pursuant to this Agreement.
4.1 Purchase Price. The Purchase Price shall be the total purchase price to be paid for the Equipment as set forth on the applicable
Product Schedule. Billing,payment and shipping terms shall be pursuant to Sections 7 and 8 of this Agreement. Ir f /
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APS Sales Agreement Page 3 of 20
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4.2 Security Interest. Until APS has received full payment of the Purchase Price,APS shall retain a purchase money security interest in
the Equipment. Customer agrees to execute any document to perfect such security interest as reasonably requested by APS.
4.3 Installation of Equipment. Unless Customer has purchased installation services in the applicable Product Schedule,APS shall not be
responsible for installing Equipment at Customer's location.Customer shall be solely responsible for arranging for the Equipment to be
installed at Customers location.
4.4 Testing of Equipment. Customer shall test all Equipment within five (5) business days of receipt of such Equipment to
ensure each unit is functioning properly. All packaging,user manuals, and accessories must be retained for at least thirty(30)days in
their original condition should a warranty exchange,as provided below,be necessary.
4.5 Third Party Manufactured Equipment Warranty.
4.5.1 If Third Party Manufactured Equipment is incorrect, nonconforming,or damaged, Customer must notify APS in writing within
five (5) business days after Customer's receipt of such Equipment. APS will handle warranty returns pursuant to its RMA warranty
return procedures then in effect for defects in such Equipment identified by Customer within thirty (30)days after Customer receives
such Equipment. After such thirty(30)day period, Customer must refer all requests for warranty repairs or processing directly to the
manufacturer.
4.5.2 APS will extend to Customer the manufacturer's warranty,if any,for all third-party manufactured Equipment delivered by APS
to Customer under this Agreement. Customer acknowledges and agrees that APS shall not be responsible for separately warranting or
supporting third-party manufactured Equipment other than as provided in Section 4.5.1.
4.5.3 THIS SECTION 4.5 STATES CUSTOMER'S SOLE REMEDY,AND THE SOLE LIABILITY OF APS,ARISING OUT OF ANY
DEFECT IN THE EQUIPMENT SUPPLIED HEREUNDER.
5. PROFESSIONAL SERVICES
The terms of this Section 5 shall apply to APS' provision of professional services, including Deliverables, ('Services')as described on an
applicable Statement of Work. Services may include, as examples and without limitation, software customization, software changes or
Equipment installation.
5.1 Professional Services. APS agrees to use diligent efforts to render the Services described on the applicable Statement of Work by
the delivery dates specified therein, if any. My deliverables provided to Customer as part of the Services shall be deemed
'Deliverables'. Customer acknowledges and agrees that APS requires Customer's diligent and timely cooperation, testing and
feedback, including providing APS with reasonable access to Customer materials, resources, personnel, equipment or facilities to the
extent such access is necessary for the performance of Services. To the extent that Customer does not timely provide the foregoing
cooperation, testin
g,g, feedback, and access required for APS to perform the Services, APS shall be excused from performance until
such items are provided.
5.2 Changes to Scope of Professional Services. If Customer desires to change a Statement of Work, Customer will submit a written
request to APS detailing the proposed changes. If APS has the resources available to accommodate such changes,APS shall prepare
an amendment to the Statement of Work or a change order(collectively°Change Order')detailing the changes, any fee adjustments
required as a result of such changes, any adjustments to the delivery schedule required as a result of such changes, and any other
necessary adjustments. If the Change Order is agreeable to Customer, both parties will execute the Change Order. If Customer and
APS are not able to agree to changes lo the Statement of Work,it will remain unchanged.
5.3 Services Warranty. APS represents and warrants that Services performed will be performed in a professional,workmanlike manner by
qualified professionals. APS MAKES NO OTHER WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF
PROVIDED HEREUNDER,ARE PROVIDED'AS-IS.°
5.4 Training; User Acceptance Testing
5.4.1 Training Before User Acceptance Testing. Customer must complete the remote, web-based training program provided by
APS within fifteen(15)days after APS provides the initial software deliverables to Customer as described in the Statement of Work.
5.4.2 User Acceptance Testing ("UAT'). Customer must complete its UAT within thirty (30) days after completing the training
referenced in Section 5.4.1.
5.4.3 Failure of Customer to schedule and attend the training programs or perform UAT within the time periods described in this
Section 5.4 shall result in the APS'automatic termination of Customer's Product Schedule pursuant to Section 9.2.2.
APS Sales Agreement
Rev.Apn,2013 Papa A d 20
5.5 SmartExport Integration Services. If Customer licenses the SmartExport product pursuant to Section 3 and the applicable Product
Schedule, Customer must timely provide APS with the data and/or specifications APS requires to perform the configuration and
customization Services for SmartExport for Customer. If Customer does not provide APS with such data or specifications by the
agreed-upon deadline(but in no event more than 180 days after the initial software delivery), then APS may provide and implement a
Change Order to Customer by notice removing the SmartExport product from the applicable Product Schedule and refund the money
paid by Customer for the SmartExport product only.
5.6 Final Training Program. If Customer purchases a final training program for Customer's end user employees, Customer shall
cooperate with APS to schedule and attend such training program within thirty (30) days after APS provides the final software
deliverable. If Customer fails to schedule and attend such training,APS may provide and implement a Change Order to Customer by
notice removing the Final Training Program from the applicable Product Schedule and refund the money paid by Customer for the Final
Training Program only.
6. PRODUCT SCHEDULES
6.1 Submission of Product Schedule(s). From time to time during the term of this Agreement,Customer may submit one or more
Product Schedules,pursuant to which Customer shall purchase or license and APS shall deliver(upon acceptance thereof by APS,in
accordance with Section 6.2)the Products and/or Services specified thereon. This Agreement shall apply to all Product Schedules
submitted to and accepted by APS during the term of this Agreement which Product Schedules shall be incorporated herein by
reference. Unless otherwise specified therein,each Product Schedule shall be independent from,and have no impact on,any other
Product Schedule(s). In the event any of the terms and conditions of a Product Schedule conflict with any term or condition hereof,the
terms of this Agreement shall control and lake precedence,unless the parties specifically agree otherwise in writing. Customer's
submitting a Product Schedule to APS shall constitute Customer's binding and irrevocable offer to purchase the Products and/or
Service specified thereon. Any additional or conflicting terms or conditions appearing on Orders or within Customer's terms and
conditions of purchase or any other documentation shall be of no effect.
6.2 Acceptance of a Product Schedule;Statement of Work. A Product Schedule shall not become effective unless or until it has been
accepted by APS. A Product Schedule shall be deemed accepted by APS only upon the earlier of(a)the date APS ships any Product
or makes available any Services under such Product Schedule;or(b)the date APS executes the applicable Product Schedule,thereby
accepting in writing the terms thereof,provided however that a Statement of Work shall be deemed accepted by APS only upon the
signature of both parties to the Statement of Work. The parties acknowledge that once APS accepts a Product Schedule,such Product
Schedule shall represent a binding agreement whereby APS agrees to provide and Customer agrees to purchase the Products and/or
Services ordered thereunder,pursuant to this Agreement.
7. DELIVERY;ACCEPTANCE
7.1 Delivery time. Delivery times are established as provided in a Product Schedule,or when Customer's Order is received and accepted
in writing by APS. APS will use commercially reasonable efforts to meet the delivery dates agreed upon,unless Customer is in default
under this Agreement or APS'performance is otherwise excused. Delivery dales shall be determined after a Statement of Work is
signed by Customer and accepted by APS,after which APS will produce the full business and functional requirements and
specifications for the project and determine delivery dates. APS shall not be liable for late or delayed shipment. Late or delayed
shipment shall not be a basis for Customer's cancellation of any Order.
7.2 Delivery terms. Delivery of the Products will be made on an FCA(Incoterms 2000)APS'facility basis.Title and risk of loss or
damage to the Products shall pass to Customer upon shipment(except for title to Software). Unless otherwise agreed,APS will deliver
the Products freight prepaid;provided that Customer will pay or reimburse APS for all costs of carriage,freight,insurance(if applicable),
taxes,duty and other related shipping charges in connection with shipment hereunder. Customer shall make such payments to APS
within thirty(30)days after the date of APS'invoice. APS has the right to make partial deliveries.
7.3 Acceptance. Equipment shall be deemed accepted after the five(5)day testing period referenced in Section 4.4,unless Customer
notifies APS in writing prior to the expiration of such testing period that such Equipment is not functioning properly. Software and
Services shall be deemed accepted fifteen(15)days after completed delivery of all Software deliverables or professional services,as
applicable,unless Customer notifies APS in writing of a material nonconformity in the Software.
7.4 Return of Products. There is no right of return of Products. If APS,in its discretion,permits the return of Equipment,such Equipment
must be returned to APS(a)within thirty(30)days of Customer's receipt of the Equipment, (b)in new,unused condition with all original
packaging,and(c)pursuant to instructions provided by APS. APS will charge a 10%restocking fee for permitted returns.
APS Sales Agreement
Page 5 0120
Rev Apr I2013
8 PRICING;PAYMENT TERMS
8.1 Pricing. Customer shall pay the charges and fees for the Products and Services as shown on the applicable Product Schedule.
8.2 Payment Terms. Payment terms applicable to this Agreement shall be as follows:
8.2.1 Payment Terms. Unless otherwise agreed in a Product Schedule,payment terms shall be as follows:50%of the total price
is due on receipt of Customers Order or execution of the applicable Product Schedule; thereafter, 40%of the price is due on initial
software delivery(excluding SmartExport if applicable); and the remaining 10%is due fifteen(15)days following completed delivery of
all Software deliverables. Customer agrees to reimburse APS for pre-approved travel, lodging and meal expenses incurred in the
course of performing the Services at any location other than APS' site. APS will invoice Customer for expenses incurred and, at
Customer's request and expense, APS will provide copies of receipts for which charges are incurred. Payments for reimburseable
expenses,late payment fees,freight expenses,Equipment not included in the payment schedule described in the first sentence above,
and other fees or expenses shall be made net thirty(30) days from the date of APS' invoice. All payments shall be in U.S. Dollars.
APS shall have the continuing right to review Customer's credit and change Customer's payment terms and, without limiting the
foregoing,may at any time demand advance payment,satisfactory security(such as,but not limited to,a confirmed,irrevocable letter of
credit acceptable to APS), or a guarantee of prompt payment, prior to shipment, if APS deems such to be required in view of APS'
assessment of Customer's credit worthiness.No discount will be granted for advance payment.All payments are nonrefundable,unless
expressly provided herein.APS may in its sole discretion stop performing Services until any past-due amounts are paid in full.
8.2.2 Late Payments. If any fees or expenses are not paid when due, APS may, at its option and without prejudice to any other
rights or remedies it may have,charge interest at a rate of one percent(1%)per month or,if less,the highest rate allowed by applicable
law from the date such fee or the charge first became due. Customer shall be liable for any costs incurred by APS in the collection of
unpaid amounts. The date of the receipt of payment by APS shall be determinative. APS shall be entitled to offset payments against
prior debt balances in Customer's account.
8.2.3 Taxes. Fees are slated exclusive of any income(except for taxes on APS'net income),consumption,VAT,properly,export,
excise, sales and use, or other taxes, custom duties, or similar charges, levies or assessments, or by any related withholding
obligations or withholding taxes,all of which are the responsibility of and shall be paid solely by Customer,unless Customer provides an
exemption certificate valid in the slate to which the Products will be shipped or Services delivered. County will not withhold any taxes
from monies paid to APS hereunder and APS agrees to be solely responsible for the accurate reporting and payment of any taxes
related to payments made pursuant to the terms of this Agreement.
9. TERM AND TERMINATION
9.1 Term. This Agreement shall commence upon the Effective Date and continue in effect for three(3)years thereafter unless terminated
earlier pursuant to this Agreement (the "Term'l. Thereafter this Agreement shall automatically renew for additional one (1) year
periods unless terminated earlier pursuant to this Agreement. However, both of the parties to this Agreement understand and agree
that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one
year.Therefore,within the thirty(30)days preceding the anniversary dale of this Agreement,County shall notify Contractor in writing if it
wishes to renew this Agreement. This Agreement shall not be valid until it has been approved by the Board of County Commissioners
of Weld County,Colorado as Indicated on the Signature Page.
9.2 Termination.
9.2.1 For Convenience. Either party may terminate this Agreement and any Product Schedule for any reason or no reason by
giving ninety(90)days'advance,written notice delivered in accordance with Section 15.10. 1,
9.2.2 For Breach. Either party shall have the right to terminate this Agreement and any Product Schedule upon written notice in
the event that the other party, or any of its officers, employees or agents breaches any provision of this Agreement,and such breach
remains uncorrected for more than thirty(30)days after the non-breaching party gives the breaching party written notice of such breach.
9.2.3 For Bankruptcy, Insolvency. Either party may terminate this Agreement and any Product Schedule upon written notice in
the event that the other party ceases business operations or enters into any bankruptcy,insolvency,receivership or like proceeding not
dismissed within thirty(30)days,or assigns its assets for the benefit of creditors.
9.2.4 For Customer's Unresponsiveness,Delays, to addition to APS'right to terminate this Agreement or the applicable Product
Schedule pursuant to Sections 9.2.1 or 9.2.2, if Customer is unresponsive and does not timely provide or perform the feedback,testing,
training or other communication required or anticipated by the applicable Product Schedule, APS' performance shall be excused and
APS may put the applicable Product Schedule on hold and/or terminate this Agreement or Product Schedule as follows:
9.2.4.1 If Customer is unresponsive for ninety(90)days from the date the last Deliverable was provided by APS to Customer,
then APS may put the applicable Product Schedule on hold and suspend performance pending Customer's required response or action.
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APS may immediately invoice Customer for Products delivered and Services rendered through the date of the hold at APS'then-current
time and materials rates.
9.2.4.2 If a Product Schedule remains on hold for six(6) months or more,then APS may terminate this Agreement pursuant to
Section 9.2.2 and/or the applicable Product Schedule immediately upon written notice to Customer.
9.2.4.3 If Customer is unresponsive for a period of one (1) year from the date the last Deliverable was provided by APS to
Customer and APS has not previously terminated this Agreement and/or the applicable Product Schedule, this Agreement and the
applicable Product Schedule shall automatically terminate and all fees listed in the applicable Product Schedule shall become due and
payable,provided that Customer shall not be required to pay for Equipment not shipped as of the dale of termination.
9.2.4.4 Customer acknowledges and agrees that placing a Product Schedule on hold and suspending performance shall affect
the schedule for performance of Services and delivery of Deliverables to Customer and APS may reassign its personnel in its sole
discretion. If a Product Schedule is re-started with APS'consent,adjustments shall be made to the delivery schedule dependent upon
the availability of APS personnel. If APS authorizes Customer to restart a Product Schedule terminated by APS pursuant to this Section
9.2.4,such re-engagement shall be al APS'then-current prices. The parties shall enter into a Change Order or new Product Schedule
reflecting such new pricing and schedule for performance.
9.3 Effect of Termination. If this Agreement or a Product Schedule is terminated by Customer pursuant to Section 9.2.1, Customer shall
pay APS for (a) Services and Software on a time and materials basis at APS' then-current rates through the effective dale of the
termination,(b)Equipment shipped,and(c)retmburseable expenses incurred,less amounts previously paid by Customer to APS under
the applicable Product Schedule. If this Agreement or a Product Schedule is terminated by APS pursuant to Section 9.2.2, all fees
listed in the applicable Product Schedule shall become due and payable, provided that Customer shall not be required to pay for
Equipment not shipped as of the date of termination. The termination of this Agreement or any Product Schedule shall not relieve either
party of any obligation previously accrued hereunder;nor is termination an exclusive remedy.
9.4 Survival. The following sections,and any other sections that by their terms so provide,shall survive the expiration or termination of this
Agreement:2,3.2,3.4,3.6 through 3.8,4.2,9.2.4.4,9,3,9.4, 10, 11.2,and 12 through 15.
10. WARRANTY DISCLAIMER
10.1 Warranty Disclaimer. THE REPRESENTATIONS AND LIMITED WARRANTIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES(WHICH ARE HEREBY DISCLAIMED),WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE
INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY, TITLE, NONINTERFERENCE AND NONINFRINGEMENT WITH REGARD TO THE
PRODUCTS OR SERVICES PROVIDED BY APS,ITS LICENSORS,SUPPLIERS, REPRESENTATIVES OR SERVICE PROVIDERS.
10.2 APS DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS PROVIDED HEREUNDER WILL SOLVE ANY GENERAL OR
SPECIFIC PROBLEM OR MEET ANY GENERAL OR SPECIFIC CUSTOMER NEEDS.
11. ACKNOWLEDGEMENTS;REPRESENTATIONS
11.1 Acknowledgements. APS and Customer acknowledge and agree:
11.1.1 APS is not responsible for the terms, conditions, obligations, or performance of or arising under agreements between
Customer and any wireless or cellular network or airtime provider in connection with using the Products;
11.1.2 APS assumes no responsibility for improper storage of data or information or delivery of messages;
11.1.3 Customer assumes the entire risk in downloading or otherwise accessing any data, information, files or other materials
obtained from the APS website;
11.1.4 Functionality of the Products is limited to and by the functionality and limitations of the global positioning system, wireless
networks,carrier services,and the Internet;
11.1.5 Wireless networks and coverage, satellite coverage, and Internet access that are necessary for use and operation of the
Products may be interrupted,terminated or restricted or the quality of the transmission may be diminished at any time.Actual coverage
and operation of the Products may depend on system availability and capacity, system and equipment upgrades, repairs,maintenance,
modifications and relocation, Customer's equipment,terrain, signal strength,structural conditions,weather and atmospheric conditions,
governmental regulations,suspected fraudulent activities,acts of God and other conditions beyond APS'reasonable control;and
11.2 Representations. Each party to this Agreement represents and warrants to the other party that: (a)such party has the full corporate
right,power and authority to enter into this Agreement and each and every Product Schedule hereunder,and to perform the acts required of
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Rev AP (02013
it hereunder;and(b)when executed and delivered by such party, subject to applicable law(if any), this Agreement will constitute the legal,
valid and binding obligation of such party,enforceable against such party in accordance with its terms. Customer shall not use the Products
for any unlawful, abusive or fraudulent purpose, including without limitation, in any way that:(x)interferes with the ability of APS to provide
products and services to Customer or other customers;or(y)avoids Customer's obligation to pay for the Products.
12. LIMITATION OF LIABILITY
12.1 EXCEPT FOR DAMAGES FOR PHYSICAL HARM TO PERSONS, TANGIBLE PERSONAL PROPERTY OR REAL PROPERTY
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF APS,APS SHALL NOT BE LIABLE TO CUSTOMER OR
ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, LOSS OR
DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY ANY OF THE PRODUCTS OR SERVICES
PROVIDED HEREUNDER,EVEN IF APS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
12.2 EXCEPT FOR AN INDEMNIFICATION OBLIGATION OR BREACH OF SECTION 14, IN NO EVENT SHALL APS' TOTAL LIABILITY
IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS OR SERVICES FURNISHED, WHETHER BASED ON CONTRACT,
WARRANTY,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE, EXCEED THE ACTUAL AMOUNT OF FEES
PAID TO APS BY CUSTOMER UNDER THE APPLICABLE PRODUCT SCHEDULE.
12.3 THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
12.4 The parties agree that APS has set its fees and entered into this Agreement in reliance upon the disclaimers and limitations set forth
heroin, that the same reflect an allocation of risk between the parties(including the risk that a contract remedy may fail of its essential
purpose and cause consequential loss),and that the same form an essential basis of the bargain between the parties.
13. INTELLECTUAL PROPERTY
13.1 Intellectual Property Ownership. As between APS and Customer,Customer agrees that APS and its suppliers,as applicable,own all
right,title and interest in and to all intellectual property and other proprietary rights in the technology,software,designs,engineering
details,schematics and similar data relating to or incorporated in the Products and Services and any accompanying documentation or
information derived from the foregoing. Customer is prohibited from,and shall prevent any third party from,removing,covering or
altering any of APS'or its suppliers'patent,copyright or trademark notices placed upon,embedded in or displayed by the Products or
their packaging and related materials, APS and its suppliers,as applicable,reserve all rights not specifically granted to Customer
hereunder.
13.2 Indemnification. APS shall indemnify and hold Customer harmless from and against any finally adjudicated loss,damage,liability or
expense on account of any claim(s),and shall defend any suit and dispose of any claims)or other proceedings,arising from an
allegation that the Software(which shall not include third party software)infringes any United Slates patent,copyright,or other
proprietary right. In the event that such Software is,or in APS'opinion is likely to be,enjoined due to the type of infringement described
in this Section 13.2,APS,at its option and expense,may in its discretion:(a)procure for Customer the right under such patent or
copyright to use the Infringing Software;(b)modify the infringing Software so that it becomes non-infringing;(c)replace the infringing
Software with functionally equivalent non-infringing products or services;or(d)if APS determines that the foregoing alternatives are not
reasonably available,accept return(or certification of permanent removal)of the infringing Software or applicable part thereof,and
refund the payments paid for such Software. APS shall not be liable for any costs or expenses incurred without its prior written
authorization.
13.3 Exceptions. Notwithstanding the provisions of Section 13.2 above,APS shall have no liability to the extent that any claim or action
would have been avoided but for: (a)the combination,operation or use of the Software with any other product(s)or service(s)not
provided by APS;(b)modification of the Software after delivery by APS,unless such modification is performed by APS or a duly-
authorized APS agent and authorized in advance in writing by APS;(c)Customer's use of a Software version which has been
superseded,if the infringement claim could have been avoided by using an unaltered current version of the Software,or(d)
incorporation of the Software into any of Customer's own product(s)or service(s).
13.4 Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF APS
AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY PATENTS,
COPYRIGHTS,TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART THEREOF.
13.5 Procedure. APS'indemnification obligations under this Section 13 shall be subject to and conditioned upon Customer:(a)giving APS
sole control of any such claim,suit or proceeding or settlement negotiations;(b)notifying APS promptly in writing of such claim,suit or
proceeding and giving APS authority to proceed as contemplated herein;(c)at APS'reasonable expense,giving proper and full V
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information and assistance to settle and/or defend any such claim,suit or proceeding;and(d)agreeing not to enter into any settlement
of such claim,suit or proceeding.
14. CONFIDENTIALITY
14.1 Confidential Information. 'Confidential Information'of a party shall mean any information disclosed by that party to the other pursuant
to this Agreement or pursuant to any Product Schedule hereunder which is in written,graphic,machine readable or other tangible form
and is marked°Confidential,"°Proprietary'or in some other manner to indicate its confidential nature. Confidential Information may also
include oral information disclosed by one party to the other pursuant to this Agreement or any Product Schedule hereunder,provided
that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a
reasonable time(not to exceed thirty(30)days)after its oral disclosure,
y ) os e,and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party.The terms and conditions of this Agreement and of each applicable Product
Schedule shall be considered Confidential Information of APS.
14.2 Nondisclosure. Each party shall treat as confidential all Confidential Information of the other party,shall not use such Confidential
Information except as set forth herein,and shall not disclose such Confidential Information to any third party. Without limiting the
foregoing,each of the parties shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this
Agreement,which shall in no event be less than reasonable care. Each party shall promptly notify the other party of any actual or
suspected misuse or unauthorized disclosure of the other party's Confidential Information.
14.3 Exceptions. Notwithstanding the above,neither party shall have liability to the other with regard to any Confidential Information of the
other which the receiving party can prove:(a)was in the public domain at the time it was disclosed or has entered the public domain
through no fault of the receiving party;(b)was known to the receiving party,without restriction,at the time of disclosure;(c)is disclosed
with the prior written approval of the disclosing party;or(d)is disclosed pursuant to the order or requirement of a court,administrative
agency,or other governmental body;provided,however,that the receiving party shall provide prompt notice thereof to the disclosing
party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. APS is advised that as a
public entity,Weld County must comply with the provisions of C.R.S.24-72-201,et seq.,with regard to public records,and cannot
guarantee the confidentiality of all documents. Notwithstanding anything in this Agreement or any applicable Product Schedule to the
contrary,each party may disclose Confidential Information to its affiliates,employees,consultants,agents,attorneys and advisors
(°Representatives°)who need to know the Confidential Information,provided that each such Representative is bound by a
confidentiality obligation at least as restrictive as that in this Agreement.
14.4 Remedies. My breach of the restrictions contained in this Section 14 is a breach of this Agreement which may cause irreparable harm
to the nonbreaching party. My such breach shall enlitie the nonbreaching party to injunctive relief in addition to all legal remedies.
15. MISCELLANEOUS
15.1 Assignment. Neither Customer nor APS shall assign or transfer its rights or obligations under this Agreement,in whole or in part,
without the prior written consent of the other party,which consent shall not be unreasonably withheld,provided however that APS may
assign this Agreement to an Affiliate without Customer's consent. 'Affiliate'shall mean APS'parent or subsidiary company or a
corporate affiliate that controls,is controlled by or under common control with APS. This Agreement shall be binding on and inure to the
benefit of the parties respective successors and permitted assigns.Contractor acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor
agreements for the performance of this Agreement without County's prior written consent,which may be withheld in County's sole
discretion. County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor
hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of
its agents,employees and subcontractors,
15.2 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Colorado and applicable
United States Federal law without reference to'conflict of laws'principles or provisions. The United Nations Convention on Contracts
for the International Sale of Goods will not apply to this Agreement.
15.3 Compliance with Law; Export Compliance. Each party shall perform its obligations and exercise its rights under this Agreement in
compliance with all applicable laws, rules, regulations and legal orders, including but not limited to the United States Foreign Corrupt
Practices Act of 1977 as amended, the International Anti-Bribery and Fair Competition Act of 1998, and the OECD Convention on
Combating Bribery of Foreign Public Officials in International Business Transactions.Customer may not directly or indirectly export or
re-exporl, or knowingly permit the export or re-export of the Products or Services(or portions thereof) to any country,or to any person
APS Sores Ag'ee,uenl Page 9 c120
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or entity subject to United States or foreign export restrictions in contravention of such laws and without first obtaining the appropriate
license(s).
15.4 Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made
impracticable by reason of any flood, riot,fire,judicial or governmental action, labor disputes,act of God or any other causes beyond
the reasonable control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by
such causes.
15.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision,then(a)such provision shall be excluded from this Agreement,(b)the balance of the Agreement shall be interpreted
as if such provision were so excluded and(c)the balance of the Agreement shall be enforceable in accordance with its terms.
15.6 Waiver. No waiver of any provision of this Agreement shall be effective unless signed by both parties. No waiver of any provision of
this Agreement shall constitute a waiver of any other provision(s)or of the same provision on another occasion.
15.7 Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation of this
Agreement.
15.8 Relationship of the Parties. The relationship of the parties shall be only that of independent contractors. Nothing in this Agreement
shall be construed so as to deem a party,or any of its employees, agents,successors or assignees thereof, as an employee,partner,
joint venturer or agent of the other party,and neither party shall hold itself or the other party out as such.
15.9 Entire Agreement. This Agreement(including all Exhibits,Attachments and Product Schedules attached hereto or incorporated herein
by reference)constitutes the entire agreement between the parties with respect to its subject matter and supersedes all oral and written
negotiations, representations, commitments, proposals, offers, writings and other communications between the parties. This
Agreement may not be released, discharged, or modified except by an instrument in writing signed by each of the parties. It is
expressly agreed that the terms of this Agreement shall supersede the terms in any Customer Order or other purchasing or sales
document.
15.10 Notices. All notices and requests in connection with this Agreement are deemed given as of the day they are received either by
messenger,overnight delivery service, or in the United Slates of America mails, postage prepaid,certified or registered,return receipt
requested. Any such notices to Customer should be sent to the address set forth in the Table on page 1,and sent to the attention of
the Customer Contact named in such Table. My such notices to APS should be addressed as follows(or to such other address as
APS may designate in writing to Customer pursuant to this notice provision:
Address: Copy to:
Advanced Public Safety, Inc. Trimble Navigation Limited
Attention:General Manager Attention: General Counsel—Legal Notice
400 Fairway Drive,Suite 101 935 Stewart Drive
Deerfield Beach,FL 33441 Sunnyvale,CA 94085
USA USA
If Customer elects to change the Customer Contact set forth in the Table on page 1 during the Term,Customer must notify APS of
the new Customer contact in writing pursuant to this notice provision.
15.11 Limitations on Actions. No dispute or legal action arising under this Agreement, may be brought by either party more than one
(1)year after such cause of action accrued,except that an action for nonpayment may be brought within two(2)years of the date of the
last payment.
15.12 Counterparts. This Agreement may be executed in two(2)or more counterparts,each of which will be considered an original and
all of which when taken together will constitute a single fully-signed original. Facsimile and other electronic means of signatures on this
Agreement shall be binding.
15.13 No term or condition of this contract 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 Immunity Act§§24-10-101 et seq., as applicable now or
hereafter amended.
15.14. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work
under this Contract. rri
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Rev.April 2013
To the extent the Colorado Public Contracts for Services and Illegal Aliens Law applies to this Agreement, this Section 15.14 shall
apply. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to
perform work under this Agreement, through participation in the E-Verify program or the State of Colorado program established
pursuant to C.R.S.§8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to perform work under This
Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this Agreement.Contractor shall not use the E-Verify Program or State of
Colorado program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. If
Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with
an illegal alien, Contractor shall notify the subcontractor and County within three(3)days that Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop
employing or contracting with the illegal alien within three(3)days of receiving notice. Contractor shall not terminate the subcontract if
within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted
with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to
C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado
program,Contractor shall,within twenty days after hiring a new employee to perform work under the contract,affirm that Contractor has
examined the legal work status of such employee, retained filo copies of the documents,and not altered or falsified the identification
documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work
status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contractor fails to
comply with any requirement of this provision or of C.R.S.§8.17.5.101 et seq.,County, may terminate this Agreement for breach,and if
so terminated,Contractor shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S.§24-76.5-103(3),if Contractor receives federal or state funds
under the Contract,Contractor must confirm that any individual natural person eighteen(18)years of age or older is lawfully present in
the United Slates pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the Contract. If
Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a)is a citizen of the United States
or is otherwise lawfully present in the United States pursuant to federal law,(b)shall produce one of the forms of idenfification required
by C.R.S. §24-76.5-101,et seq., and (c)shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the
effective date of the contract.
15.15 Insurance Requirements
Insurance. Contractor must secure, at or before the time of execution of any agreement or commencement of any work, the following
insurance covering all operations, goods or services provided pursuant to this request. Contractor shall keep the required insurance
coverage in force at all limes during the term of the Agreement,or any extension thereof, during any warranty period,and for three(3)
years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed to do business in
Colorado and rated by A.M. Best Company as 'A'VII or better. Each policy shall contain a valid provision or endorsement stating
°Should any of the above-described policies be canceled before the expiration date thereof, the issuing
xp company shall send written
notice to the Weld County Director of General Services by certified mail,return receipt requested.Such written notice shall be sent thirty
(30)days prior to such cancellation unless due to non-payment of premiums for which notice shall be sent ten(10)days prior.
The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit
the liability of APS.The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities
that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or
broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of
its failure to obtain or maintain insurance in sufficient amounts,duration, or types. The Contractor shall maintain, at its own expense,
any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement.
Any modification to these requirements must be agreed upon in writing by Weld County.
The Contractor stipulates that it has met the insurance requirements identified herein.
Types of Insurance: The Contractor shall obtain,and maintain at all times during the term of any Agreement,insurance in the
following kinds and amounts:
Commercial General Liability Insurance shall include bodily injury,property damage,and liability assumed under the contract.
(1J
APS Sales Ag'eemenl
Page i i of 20
Fiev.Apil 2013
$1,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 products and completed operations aggregate;
$1,000,000 Personal Advertising Injury
Professional Liability(Errors and Omissions Liability)
The policy shall cover professional liability for the services defined in the Scope of Services of this Contract. Contractor shall
maintain limits for all claims covering wrongful acts,errors and/or omissions for damage sustained by reason of or in the course of
operations under this Contract resulting from professional services, In the event that the professional liability insurance required by I
this Contract is written on a claims-made basis,Contractor warrants that any retroactive date under the policy shall precede the
effective date of this Contract;and that either continuous coverage will be maintained or an extended discovery period will be
exercised for a period of two(2)yeas beginning al the time work under this Contract is completed.
The Professional Liability insurance shall provide coverage for the following risks
a. Liability arising from theft,dissemination and l or use of confidential information(a defined term including but not
limited to bank account,credit card account,personal information such as name,address,social security numbers,
etc.information)stored or transmitted in electronic form.
b. Network Security Liability arising from the unauthorized access to,use of or tampering with computer systems
including hacker attacks,inability of an authorized third party,to gain access to your services including denial of
service,unless caused by a mechanical or electrical failure.
c. Liability arising from the introduction of a computer virus into,or otherwise causing damage to,a customer's or third
person's computer,computer system,network or similar computer related property and the data,software,and
programs thereon.
Minimum Limits:
Per Loss $ 1,000,000
Aggregate $ 2,000,000
Proof of Insurance: County reserves the right to require the Contractor to provide a certificate of insurance, a policy, or other
proof of insurance as required by the County's Risk Administrator in his sole discretion.
Additional Insureds: For general liability, Contractor's insurer shall name County as an additional insured.
Waiver of Subrogation: For all coverages,Contractor's insurer shall waive subrogation rights against County.
Subcontractors: All subcontractors, independent Contractors, sub-vendors, suppliers or other entities providing goods or
services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same
coverage's required of Contractor. Contractor shall include all such subcontractors, independent Contractors, sub-vendors
suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages.
Contractor agrees to provide proof of insurance for all such subcontractors,independent Contractors,sub-vendors suppliers or
other entities upon request by the County.
A provider of Professional Services(as defined in the Bid or RFP)shall also provide the following coverage:
Professional Liability: Contract Professional shall maintain limits of$1,000,000 for each claim,and$2,000,000 aggregate kmit
for all daims.
15.16 Additional Indemnity: The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees,
from and against injury, loss, damage, liability, suits, or actions arising from: (a)APS' gross negligence or willful misconduct; or (b)
death,personal injury,or tangible property damage caused by APS or any of APS'personnel.This paragraph shall survive expiration or
termination hereof. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where
this contract of indemnity applies.
#N#ifft
APS Sales Agreemert Page 12 or 20
Rev Awl 2013
Exhibit 1
Support and Maintenance Services
This Exhibit 1,Support and Maintenance Services('Maintenance Services Agreement),to the Master Purchase Agreement
('Agreement'),and incorporated therein by reference,describes the technical support and maintenance services to be provided by APS for
the Software licensed to Customer under the Agreement.
1. ADDITIONAL DEFINITIONS
1.1 "Fix(es)"means an error correction or other update created to fix a previous Software version that does not substantially conform to its
performance specifications in the Documentation.
1.2 "Maintenance Services"means the Software technical support and maintenance services described in Section 2 of this Maintenance
Services Agreement.
1.3 "Minor Update(s)"occur(s)when enhancements are made to current features In the Software,including for example without limitation,
updates resulting from changes in state specifications, laws or regulations. A non-exhaustive list of examples of the types of
enhancements that APS may consider to be Minor Updates is included in Schedule B.
1.4 "Major Upgrade(s)"occur(s)when significant new features are added to Software, or when a new product containing now features
replaces the further development of a current product line.
1.5 "Maintenance Services Term"means each twelve (12)-month period during which APS will furnish the maintenance services to
Customer under this Maintenance Services Agreement. The initial Maintenance Services Term commences on the date of completed
delivery to Customer of all Software deliverables. A'Renewal Services Term°is deemed to commence automatically at expiration of
the previous Services Term(subject to Customer's payment of the applicable fee),or,in the event of a period of discontinuance under
Section 4.2 below,the date on which Customer's Order for a resumption of maintenance services is accepted in writing by APS.
2. SOFTWARE MAINTENANCE SERVICES
During the Term of this Maintenance Services Agreement APS will provide Customer with the following described Maintenance Services to
correct Software errors and enable the Software to perform substantially in accordance with its Documentation:
2.1 Standard Support. APS will provide telephonic and email Software support and, subject to Section 2.2 below, will use commercially
reasonable efforts to correct or recommend a workaround solution for Software errors in accordance with the priority levels, times of
service and escalation procedures set forth in Schedule A attached hereto. Such support is provided for the current release of the
Software and any other release of the Software for up to one(1)year following APS'announcement of discontinuance of such Software
release.
2.2 Corrective Maintenance. APS will use commercially reasonable efforts to provide Fixes and/or workarounds to correct errors in the
Software discovered by the Customer conditioned on the following:
2.2.1 The error is promptly reported and sufficiently described in writing by the Customer in order for APS to reproduce it;
2.2.2 The error did not result from a modification of the Software done by someone other than APS(or without APS'approval);
2.2.3 The error is not due to a failure of equipment,hardware, material or software(drivers,operating systems,etc.)not supplied or
supported by APS,and the error occurs through no fault of the Customer;
2.2.4 The Software is used in the form in which it was supplied and/or updated and/or upgraded by APS;
2.2.5 The Software is and has been at all times installed and used in a proper manner and in accordance with the instructions and
Documentation supplied by APS;and
2.2.6 The applicable maintenance service fee has been paid In full.
2.3 Fixes, Updates and Upgrades. APS may from time to lime develop Fixes, Minor Updates and Major Upgrades for release to its
customers generally. During the Maintenance Services Term Customer will be entitled to receive Fixes and Minor Updates at no
additional charge, subject to APS' established procedures for delivery to its customers. Major Upgrades will be made available to
Customer for an additional fee. APS will provide reasonable assistance to help Customer install and operate such enhancements,
provided that if APS agrees, in its sole discretion,to provide such assistance at Customer's facility,such assistance shall be subject to
supplemental charges as described in Section 2.5 below. APS reserves the right to determine,in its sole discretion,what constitutes a
Fix,Minor Update or Major Upgrade.
APS Sales Agreement Page 13 o(20
Rev.April 2013
2.4 Excluded Services. The Maintenance Services provided by APS under this Maintenance Services Agreement exclude training,
customized software programming services,hardware or related supplies,upgrades or changes to third party software,or upgrades or
changes to Software due lo changes or upgrades in Customer or third party software that interfaces with Software.A non-exhaustive
list of examples of Excluded Services is included in Schedule B.
2.5 On•site Technical Support. On-site technical support is excluded from the Maintenance Services provided by APS under this
Maintenance Services Agreement. If requested by Customer,APS may,in its sole discretion,make on-site technical support available
to Customer at APS'then current rates for such on-site technical support,plus travel and other reasonable expenses. On-site technical
support will be furnished at mutually agreed times.
3. CUSTOMER OBLIGATIONS
3.1 Customer Contact. Customer shall designate and notify APS of Customer's principal contact and one alternate back-up contact who
are tasked with operation and maintenance of the Software for Customer ("Customer Contact(s)." To the maximum extent
practicable,Customer's communications with APS will be through such designated Customer Contacts,and APS will have no obligation
to provide its Maintenance Services to any other persons.
3.2 Customer Cooperation. During the Maintenance Services Term or Renewal Service Term Customer agrees to:
3.2.1 promptly make available to APS without charge complete and accurate data, assistance and cooperation from Customer's
personnel as well as access to Customer's facilities systems and equipment(including but not limited to server and mobile
devices)as reasonable and necessary to enable APS to carry out its maintenance service obligations under this Maintenance
Services Agreement;
3.2.2 notify APS in writing immediately on becoming aware of a fault in the Software which might materially affect the operation of
the Software;
3.2.3 use the Software in accordance with the Documentation and terms of the Agreement;
3.2.4 keep full security copies of all data processed by the Software in accordance with best computing practice;
3.2.5 ensure that all employees, consultants and contractors of Customer who use the Software or the Maintenance Services are
properly trained in respect of such use;
3.2.6 ensure that a suitable modem link (e.g., a VPN) as specified by APS is installed and operated by the Customer on the
equipment on which the Software is to be located at its own expense,for the purpose of providing APS with remote access to
assist performance of the Maintenance Services;and
3.2.7 use only the current release version of the Software as may be provided by APS from time-to-time.
Customer acknowledges and agrees that APS shall not be liable for any deficiency in performing the Maintenance Services if the
deficiency results from Customer's failure to provide the foregoing cooperation;and in such case,Customer shall not become entitled to
a refund of all or any portion of the applicable Maintenance Services Fee.
3.3 Installation of Fixes, Updates and Upgrades. Customer agrees to install all Fixes, Minor Updates and Major Upgrades in
accordance with the instructions and in order of receipt from APS.
3.4 No Modification of Software. Customer agrees not to modify,enhance or otherwise alter the Software unless and only to the extent
specifically authorized in the Software user guide or manual furnished by APS or to the extent that the prior written consent of APS is
obtained.
4. MAINTENANCE SERVICE FEES
4.1 Annual Maintenance Services Fees. Customer agrees to pay annually, in advance of each Maintenance Services Term, a non-
refundable fee for the Maintenance Services. APS reserves the right to change the amount of the annual Maintenance Services fee
one time per year at the date of renewal,subject to APS notifying the Customer at least thirty(30)days in advance.
4.2 Period of Discontinuance. Customer understands that if Customer discontinues and then resumes purchase of the Maintenance
Services, then in addition to the Maintenance Services fee for the upcoming year, Customer shall pay APS an amount equal to the
Maintenance Services fees that would have been due for the period of discontinuance.
(A
APS Sales Aweemenl Page 14 of 20
Rea April 2013
5. TERMINATION
In addition to the provisions of Section 9.2 of the Agreement:
5.1 This Maintenance Services Agreement shall automatically terminate upon termination of the Agreement.
5.2 Either party may terminate this Maintenance Services Agreement by written notice delivered in accordance with Section 15.10 of the
Agreement and received by the other party no less than thirty(30)days prior to the commencement of a Renewal Services Term.
(jut/kr._
APS Sales Agreement Page IS of 90
Rev.April 2013
Schedule A
Error Priority Levels,Support Times,Escalation
I. TELEPHONE SUPPORT
APS will provide telephone assistance to Customer upon Customer's purchase of Maintenance Services. Telephone Support hours are
from 8:30 a.m. to 7 p.m. Eastern Time (ET), excluding weekends (Saturday and Sunday) and APS holidays. The telephone support
number is 1-954-354-3000,option 3.
APS holidays are as follows:
• New Year's Day • Independence Day • Christmas Eve
• President's D y • Labor Day • Christmas Day
• Memorial Day • Thanksgiving Day • _New Year's Eve
• Re-Independence Day • Day after Thanksgiving
II. ELECTRONIC MAIL SUPPORT
APS will provide electronic mail assistance to Customer upon its purchase of Maintenance Services. Electronic mail support hours are
from 8:30 a.m.to 7 p.m. Eastern Time(ET),excluding weekends(Saturday and Sunday)and APS holidays. The email support address
is support@aps.us.
III. PRIORITY LEVELS OF ERRORS
In the performance of Maintenance Services,APS applies priority ratings to problems reported by Customer in the following manner:
A) Priority I Errors
• Description: Program errors that prevent some function or process from substantially meeting the functional specifications
described in the Software Documentation,which materially affect the overall performance of the Software function or process,
and for which no work-around solution is known.
• APS Response: APS will initiate the following procedures:(1)assign APS staff to correct the error;(2)provide Customer with
periodic reports on the status of corrections; (3)commence work to provide Customer with a work-around, if a work-around
can be determined,until final solution is available;(4)provide final solution to Customer as soon as it is available.
B) Priority II Errors
• Description: Program errors that prevent some function or process from substantially meeting the functional specifications
described in the Software Documentation,but which has a reasonable work-around solution.
• APS Response: APS will provide a work-around solution to the Customer as soon as possible and shall exercise
commercially reasonable efforts to include the Fix for the error in the next Software maintenance release.
C) Priority 111 Errors
• Description: Program errors that prevent some portion of a function from substantially meeting its functional specification
described in the Software Documentation,but that do not materially affect the overall performance of the Software function.
• APS Response:APS may include the fix for the error in the next major release of the Software.
IV. ESCALATION PROCEDURES
The previous sections define the process for addressing errors that may arise with the Software. Sufficient Customer Contact
information should be provided to APS so that either party can contact the other as needed if a problem arises. In an urgent situation in
which the Customer reasonably requires an escalation of the aforesaid Maintenance Services support for Priority I or Priority II Error
correction,Customer may contact the following APS personnel:
Time of communication APS Escalation Contact Contact information
Regular Business hours Technical Support Department Phone:954-354-3000,option 3
Email: supporhia)aps.us
Non-business hours Technical Support Department Phone: 954.354-3000,option 3
Email: support@aps.us
vv
N'S Saes Agreement Page 16 of 20
Rev Apr!2013
Schedule B
Error Priority Levels,Support Times,Escalation
Non-Exhaustive List of Examples of Minor Updates
1. Update dropdown list values with no change in the list schema.
2. Update default values provided no software programming is required.
3. Modifications to support parsing query returns from Customer's Mobile Data Client(MDC)for a state driver's license,vehicle
registration,or to add a new alert.
4. Modifications to support a new version of the Customer's existing MDC or a now MDC being implemented by Customer,if said
MDC is already supported in the software.
5. Modifications to support scanning or swiping of a new state driver's license or vehicle registration.
6. Add,Change, Remove fields on the forms software interface, printed form and/or data export,required by applicable State law
only but not including modifications to the software logic.
7. Modifications to the printed form to update the footer or other static text such as addresses,or other change required by applicable
State law only.
8. Modifications to the export destination path.
Non-Exhaustive List of Examples of Excluded Services
1. Dropdown list schema change.
2. Modifications to support an MDC that is not already supported in the software.
3. Modification to support a non-driver's license query return or scan such as a boat registration.
4. Add,Change, Remove fields on the forms software interface,printed form or data export not required by applicable State law.
5. Modifications to the software logic.
6. Cosmetic changes to the printed form such as adding thick dividing lines,etc.
7. Adding signatures,logos,etc.
8. Modifications to the data export such as:
a. Conversion to new data format or schema
b. Addition or change to any data transformation logic
9. Modifications to support different or additional hardware.
10. Technical services to execute a move and/or re-installation of APS Software due to Customer's need to move to different
hardware,or other Customer-driven reasons.
C„/
APS Soles Aweemenl Page 17 0120
Rev.Apr,'2013
Exhibit 2
Hosted Software Service
This Exhibit 2,Hosted Software Service,to the Master Purchase Agreement("Agreement')and incorporated therein by reference describes
the Services to be provided by APS for Customers subscription to access and use the hosted reporting module of the ReportBeam software
('Hosted Software Service)for the Subscription Term(as defined below). The Hosted Software Service Is located on APS'or third-party
servers and is accessed remotely by Customer. For clarity,Customer's access to and use of the reporting module of the ReportBeam
software hereunder is contingent upon Customer's payment of the applicable fees and all renewal fees for the Hosted Software Service
pursuant to Section 8 below.
1. License Grant. Subject to the terms and conditions of the Agreement and this Exhibit 2 and payment of the fees specified in the
applicable Product Schedule, APS grants Customer a non-exclusive, non-transferable, revocable license, without the right to
sublicense, to access and use the Hosted Software Service listed in the applicable Product Schedule solely for Customer's internal
business needs for the Subscription Term. Customer may authorize the personnel associated with its business to access and use the
Hosted Software Service for the number of users listed on the applicable Product Schedule.Section 3.2(Other Rights and Limitations)
of the Agreement shall apply to Customer's access to and use of the Hosted Software Service. In addition,Customer shall not copy or
reproduce the Hosted Software Service in any manner,including onto its own computer,server or network systems.
2. Unique Authentication. Access to and use of the Hosted Software Service is restricted to Customer's authorized users only.
Customer shall be responsible to ensure all Customer users maintain the security of any password, username, or other form of
authentication involved in obtaining access to the Hosted Software Service. Usemames and passwords must be uniquely assigned to a
specific individual and may not be shared by multiple individuals at any one time or transferred.
3. No Harmful Use. Customer shall not: (i) send, store or run software viruses, worms, Trojan horses or other harmful computer code,
files,scripts,agents or programs;(ii)interfere with
p g p og ,( ) vnl or integrity
disrupt the int ri of the Hosted Software Service or the data contained therein;or(iii)upload, post,reproduce or distribute any information, software or other material protected by copyright or any other intellectual
property right(including the right of publicity and/or privacy)without first obtaining the permission of the owner of such rights.
4. Customer Responsibilities. Customer is solely responsible for (i) monitoring and controlling the activity of each of ifs users, (ii)
ensuring users' compliance with this Agreement, (iii) ensuring there is no unauthorized access to the Hosted Software Service and
notifying APS promptly of any such access of which Customer becomes aware,(iv)the reliability,accuracy,quality,integrity and legality
of all Customer data and the means by which Customer acquires the Customer data, and (v) ensuring that its use of the Hosted
Software Service is in compliance with all applicable laws and regulations. Customer shall be solely responsible and liable for the acts
and omissions of each of its users on the Hosted Software Service.
5. Maintenance of Infrastructure. APS shall be responsible for maintaining all hardware and infrastructure necessary to host the Hosted
Software Service if housed in data centers under APS' control but not if housed in third party data centers ("Hosting Facility'). If
housed in a Hosting Facility,the terms of use between APS and the Hosting Facility shall apply.
6. Customer Data;Backup. Upon termination or expiration of the Agreement,Product Schedule for the Hosted Software Service,or
Subscription Term Customer shall have sixty(60)days to request a copy of the Customer data in a mutually agreeable,commercially
standard form, Customer shall pay APS for providing such Customer data on a time and materials basis al APS'then-current rates.
APS backs up all Customer data within Customers instances weekly,performs differential backups of Customer data nightly,and
maintains two(2)weekly backups of such Customer data;provided that APS may change its backup and retention schedule from lime-
to-lime in its sole discretion.
7. Technical Support.
7.1 Support. APS shall provide its standard technical support for the Hosted Software Service during the Subscription Term,contingent
upon payment of all fees pursuant to Section 8 below. APS reserves the right to modify the standard technical support services at any
time in its sole discretion and will use commercially reasonable efforts to notify Customer of such modifications (other than minor
modifications); provided, however, APS shall usecommercially reasonable efforts not to modify such technical support in such a
manner as to have a material adverse impact on Customer's access to and use of the Hosted Software Service. Technical support for
the Hosted Software Service does not include the following or related services: implementation services, configuration services,
integration services, custom software development, modifications to the Hosted Software Service, training, or assistance with
administrative functions. APS will provide its standard technical support to Customer by telephone or electronic mail.Technical support
hours are from 8:30 a.m. to 7 p.m. Eastern Time (ET),excluding weekends(Saturday and Sunday) and APS holidays. The telephone
support number is 1-954-354-3000,option 3;the email support address is support@aps.us.
APS Sates Agreement Pace 18 el 20
Key 44,12013
APS holidays are as follows:
• New Year's Day •_ Independence Day
Christmas Eve
• President's Day • Labor Day • Christmas Day
• Memorial Day • Thanksgiving Day • New Year's Eve
• Pre-Independence Day • Day after Thanksgiving
7.2 System Performance Guidelines
7.2.1 System Performance.The Hosted Software Service shall be available(as defined below)99.9%of the month,24 hours
a day,7 days a week,provided however,that WS may schedule periodic maintenance of the system('Service Availability
Commitment). For purposes of this Service Availability Commitment,the Hosted Software Service shall be deemed available during
periods of'Service Availability,which shall be deemed to exist when the Hosted Software Service can be accessed by authorized
users via the Internet or other applicable wireless technologies and APS is able to receive,store and transmit data to and from the
Hosted Software Service. The Service Availability Commitment and Service Availability do not include periods in which APS is
performing periodic maintenance of the service pursuant to Section 7.2.3.
7.2.2 Service Availability Performance.If,in any given calendar month,Service Availability is less than the Service
Availability Commitment,Customer may provide APS written notice of such Service Availability failure. APS and Customer shall
cooperate(at no cost to Customer)to cure the Service Availability failure as quickly as possible from Customer's delivery of such written
notice. Notwithstanding anything herein to the contrary,a Service Availability failure shall not occur and the Hosted Software Service
shall not be considered"unavailable"if a lack of Service Availability is due to the following:(a)failure of utilities,services,equipment or
systems not within APS'reasonable control,including the Hosting Facility;(b)scheduled downtime or planned maintenance with
advance written notice to Customer;(c)any act or omission of Customer;(d)Customer's applications,facilities,or equipment;or(e)
other causes beyond the reasonable control of APS,including without limitation,failure of a wireless network or the Internet,default of a
common carrier,or other force majeure event.
7.2.3 Scheduled Downtime. From time to time,APS may schedule downtime periods in which maintenance to the Hosted
Software Service is performed('Scheduled Downtime'),thereby working to ensure further reliability and quality of the Hosted Software
Service. In the event of planned upgrades and maintenance,APS will provide Customer with al least five(5)days prior written notice of
any such planned outage. APS will provide notifications on the client login web page on www.reportbeam.com. Such notice shall set
forth the planned completion lime for the maintenance performed during the Scheduled Downtime. APS shall use its good faith efforts
to schedule and perform Scheduled Downtime on off-peak usage days and times appropriate for the region being served.My
Scheduled Downtime will be excluded from the Service Availability calculations.
8. Purchase of Service. APS shall provide the Hosted Software Service to Customer for up to the number of authorized users and with
such enhancements or add-on services for the Subscription Term as are specifically set forth in each applicable Product Schedule.
APS shall invoice Customer annually in advance for the fees for the Hosted Software Service for the applicable Subscription Term.
APS may increase its fees annually upon renewal. Fees for the Hosted Software Service are payable net thirty(30)days from the dale
of APS'invoice and are non-refundable. Other billing and payment terms shall be in accordance with Section 8 of the Agreement.
9. Subscription Term. Notwithstanding Section 9.1 of the Agreement, the 'Subscription Term° applicable to the Hosted Software
Services means the one-year initial term or one-year renewal term(s) as specified in the applicable Product Schedule. The Hosted
Software Service shall automatically renew for successive one-year periods unless terminated earlier pursuant to the Agreement.
10. Suspension. APS may suspend or restrict Customer's authorized users'access to the Hosted Software Service,without liability,if(i)
Customer materially breaches (which shall include without limitation nonpayment of fees due) its obligations hereunder (provided,
however, APS shall provide Customer with prior written notice of such suspension); (ii)APS determines in its sole discretion that the
delivery of the Hosted Sofhvare Service or Customer's use of the Hosted Software Service is a threat to the normal operation of or
otherwise compromises the APS network or any network used to provide the Hosted Software Service; or (iii) APS has reason to
believe that Customer,any of its agents or any third party is abusing the Hosted Software Service or using it fraudulently or unlawfully.
11. Privacy. APS and Customer acknowledge that use of the Hosted Software Service may have user privacy implications.Whether,and
to what extent,a user's privacy rights are implicated may be affected by such things as:the use to which the Hosted Software Service is
put; the information that is gathered by the Hosted Software Service; the dissemination of information that is gathered;the actions that
are taken based upon the information gathered; the user's knowledge and/or consent to such monitoring; the policies and procedures
that have been implemented and communicated by the administrator;and current federal and state laws, regulations and constitutional
ci Olt
APS Saes Agreement Raga I g d 20
Rev Apd 2013
rights applicable to the user. Use of Customer data arising from the Hosted Software Service shall be governed by the Trimble Privacy
Policy as maybe modified from time to time,located at www.trimble.com/privacy.html and incorporated herein by this reference.
12. Customer's use of the Hosted Software Service may create data that becomes the subject of litigation. If any aspect of the Hosted
Software Service becomes the subject of compulsory process for documents, testimony or other investigation in any proceeding in
which Customer is a party and APS is not a party, Customer agrees to pay all fees incurred by APS in connection with reviewing,
responding and complying with the process or other investigation to the extent such fees are not otherwise reimbursed by third parties.
These fees include,without limitation,fees of APS or its outside counsel to object to or negotiate the terms of APS'compliance with the
process and fees for time spent by APS'employees(at APS'then-current consulting rates)to respond to the process, together with all
other reasonable out-of•pocket expenses incurred by APS,including but not limited to attorney's fees and travel.
APS Sates Agreement Page 70 of 70
Rev.Apn12013
III Fairway Drive, Suite 101 ORDER
Deerfield Beach, Florida 33441
954-354-3000 (Main)
954-354-3001 (Fax)
• ADVANCED PUBLIC SAFETY www.aps.us Date: 11/23/2014
A Trimble Company
Agency Details
Contact: Jack Statler Order No: 0067000000bg5RP
Agency Name: Weld County Public Safety IT Contact Name: Jim Van Cleave
Address: 1551 N. 17th Avenue (281) 610-1930
City, State 8 Zip: Greeley, CO 80631 jvancleave@aps.us
QTY PRODUCT NAME PRODUCT DESCRIPTION MISCELLANEOUS UNIT PRICE TOTAL PRICE
56 Professional Services Professional Services Convert from offline $175.00 $9,800.00
(Flat Rate) without AM to online server
64 Professional Services Professional Services create multi agency $175.00 $11,200.00
(Flat Rate) without AM build
3 Professional Services Professional Services Create crash e- $175.00 $525.00
(Flat Rate) without AM submission module
1 SmartExport- Lite Basic export of data fields Export for crash e- $2,500.00 $2,500.00
from an APS form, or could submission module
be utilized to provide a TIFF
or PDF image of an APS
form.
1 SmartExport- Lite Basic export of data fields Export from RB $2,500.00 $2,500.00
from an APS form, or could server to IS Server
be utilized to provide a TIFF
or PDF image of an APS
form.
1 _Hosted Software Annual ReportBeam $1,200.00 $1,200.00
Service Hosting
1 _Remote Training Provided prior to user $350.00 $350.00
testing.
1 _Annual Maintenance Annual Maintenance $750.00 $750.00
1 _Project Management Dedicated Project Manager $2,402.50 $2,402.50
assigned from PO through
Software Delivery.
Provides single point of i
contact.
NET TOTAL (USD) $31,227.50
Pricing is guaranteed 90 days from date of proposal
Notes
•
Terms and Conditions
All Customer purchase orders for APS products and services are subject to APS' End User License Agreement and Terms and Conditions
of Sale,which can be viewed at http://www.aps.us/downloadslagreement.pdf. Such terms,along with any additional terms and conditions
agreed to and accepted by APS in Customer's purchase order or otherwise stipulated in writing,shall prevail over any differing or
conflicting terms in this Proposal. Payment Terms:
50%due upon receipt of Customer's purchase order
40%due upon initial software delivery(excluding SmartExport)
10%or remainder due upon completion and final hardware delivery
Order Approval and Authorization to Ship
Completion of this section indicates you are authorizing the purchase of the items listed on the ORDER for the amount
of$31,227.50. Please submit a purchase order or complete the below information to indicate this shall serve as an
official purchase order and fax the completed form and signed proposal to: (954) 354-3001 or email to
jvancleave@aps.us. All pages must be received for this order to be considered valid and accepted.
Purchase Order Number Account/Funds Number
Name (Please Print) Title Date
•
Telephone
Signature
•
Confirm shipping address:
•
Attn:
•
•
Electronic Ticketing Update Project
Weld County Public Safety IT
A P S
ADVANCED PUBLIC SAFETY
A Trimble Company
Statement of Work
Revision 1.10
October 15, 2014
Approved,By:
Customer APS
Signature: it& ) cells ua vriVel `Signature: j
Printed Name: Douglas Rademacher Printed Name: Richard Sudasassi
Title: Chair Title: Solution Specialist
Date: 12/01/2014 Date: 10/15/2014
()age 1 nr !4
Table of Contents
1. Statement of Work 4
2. Background 4
3. Project Scope 6
4. Pricing 8
5. Project Schedule 8
Appendix A List Manager 9
Crash Report 9
Citation 12
Officer Notes (Citation) 14
Revision History:
Revision Date By Description
1.00 08/25/14 RS Initial release after draft reviews.
1.10 10/15/14 RS Updated with review comments from Weld County PSIT.
1. STATEMENT OF WORK
This Statement of Work ("SOW") describes the Advanced Public Safety ("APS") electronic
ticketing update project for Weld County Public Safety IT ("Customer").
The City of Greeley and Weld County have agreed to combine their current contracts and
licensing into one account. They also have agreed Weld County will administer the new
contract. The contract will be administered for the County by Weld County Public Safety
Information Technology. The agreement authorizing this change has been provided to APS
by letter by both entities.
2. BACKGROUND
Weld County Sheriff and Greeley PD are using the APS electronic ticketing and crash
reporting solution summarized in the following diagram.
Weld County
----.2.,..;,,. ...v."--------
�e...----- Sheriff Only
,/
Mobile /
Computer
www.reportbeam.com
r — QurckTlcket I
I '
I crash reports Weld County Sheriff
—r — ourckcrash \A_ ,_ ReportBeam Account /
remand crash worts /
I I ReportBeam Client /
I I ' ./
Virtual Partner I \-. ' Starve Caun Web Service
_ _ ANIEMMAY,OMMTTPs
Mobile Data Client 1 —— ———_ /
l •
I I t„..
I I
I I I
I I I �I
Makota
C Udr sbSatery afetionF csv C: dvPubSafeM ^� I webseruico t ese
FTP Queue I �.l _ , q y,,yroPo'r Owdcf]ut I NIEM%Mt l` f 1
III IL ILA
I I C�AdrPubSalecp C NdrPuaSatw �— (Filmy),l
‘ FTP Owourrbrapor _ crrauura rbreporr I' epfi. 1 Cour.%ML �PDekabVCpet
1
CIMvPrbSala�N rrashe cav cvldvPutSafe�^ (((���'� f reels server FTP Queue
FTP OuerWCrash _ rol�o'r_n+awtun Ouei.DaWCrash Y SWmm'%ML ^dCsFo.e5 ,9errep.
_ — ► ; Spinan
C JldvPut>SWery+ Al(ML Coeeror
FTP Orrue5CraM{/—''''�' l C'AdrPbSale:f * C,. aPrbSMecs
rbreportc _ ,dsha,t oanr RBReperte"Crash FTP Oueua'Crash
rr `I SmenPnnt CSV
--1
i User interlace
C'•APSSP
` '
Page 4 of 14
Weld County Greeley PD Comments
Sheriff
VP Serial 0624-1341-0451-3501-3490 VP Serial Number currently assigned to
Number Greeley PD but used by both agencies
ReportBeam 622JM-62322- Citation: Off-Line
License Key YT52P-37CU9 Crash Report: On-Line
622QH-Z2225- Citation: Off-Line
XZ5NX-37CKZ Crash Report: Off-Line
As shown above, both agencies share the same VP serial number but each agency has its
own ReportBeam license key. The only difference between the ReportBeam license keys
being that the Weld County Sheriff ReportBeam client is configured to upload crash reports
to the APS-hosted ReportBeam Server (on-line mode), whereas the Greeley PD client is not
(off-line mode). Citations are issued in off-line mode (no server) for both license keys.
The current Weld/Greeley APS solution includes the following exports. All exports are
handled by isgreeleyserver installed at Weld County Sheriff.
Export Form Destination Comments
NIEM XML Citation State Court
Court XML Citation Municipal Court
Spillman XML Citation Spillman RMS
AXML Collision Crash Not used. Crash reports are printed
and mailed to the State.
SmartPrint CSV Citation SmartPrint
dr_e of 1 4
3. PROJECT SCOPE
The following diagram provides a functional overview of the combined Weld-Greeley
deployment resulting from the completion of this project.
Weld County i� �
F
Mobile Computer -__.\
—\ www.reportbeam com
r lvtpe Boars dor state m us,Casss,
Quick Ticket a AcadentRepoteng svW;odentReporurgwebSeeace
Weld County a repo0
crash warts Public Safety IT i
QuickCrash w_ r ReportBeam Account — Erect''''or Sub,n,u o,t.Slare
rejected crash reports
ReportBeam Client pon lei
es I
Vtrtuat Partner ,1 Er F orations,cs" AA stdd Cowl Web Seneca
\. NIEM%ML'SOM:MTTPS
Mobile Data Client I
I
,1 471
`*•.\-:
I
I �\
V \\dakdta I
SRE Sonata. webServiceGRexe
IFTP.FTPS Pull)
I _ MEMO&
I X1 _ IIDakdetCourt
Court 7tMl
Ilrine:ion/Med) C:IA0ePubSatalyt
C V dvPubSatety) FTP Queue
OuckData Isgreeleyserver *allow YAIL
C we.Prasar'ecr
XAJCMI Collision X _ C-1AdvPubSatetyt
FTP Ouww,Craeh
C'vldvPubSafetyn Se ertPmr CSV
Q.irliDataCCrash ——�)
I
I
SmartPrtnt2 14_ I lel-———
User Interlace CVWStSP
In Scope:
The scope of this project includes:
1. Combining the Weld County Sheriff and Greeley PD deployments into a single
deployment managed by Weld County Public Safety IT.
To allow for a pilot to be run on a limited number of vehicles:
a. A new VP serial number will be assigned to Weld County Public Safety IT.
b. A new ReportBeam license key will be assigned to Weld County Public Safety IT.
The a new incense key will associate the ReportBeam client with a new account
set up for Weld County Public Safety IT on the APS-hosted ReportBeam server
and will include the current citation and crash reports used by Weld/Greeley.
Both citation and crash report will be available for use in on-line mode (i.e.,
completed forms are uploaded to ReportBeam server).
Upon successful completion of the pilot, the Virtual Partner and ReportBeam client
installations on the remaining vehicles will be updated with the new VP serial number
Page 6 of 14
and ReportBeam license key and the current VP serial number and ReportBeam
license keys will be retired.
2. Setting up a new ReportBeam account for Weld County Public Safety IT on the APS-
hosted ReportBeam Server.
a. Enable electronic submission of approved crash reports to the State of Colorado
for this account.
Note: Crash Reports rejected by the State's web service will be placed in the
submitting officer's rejected queue. Once a crash report has been successfully
submitted to the State, there is no further interaction with the State's crash
reporting system for that crash report.
b. Enable List Manger for this account. Refer to Appendix A for a description of the
lists that can be managed by Weld County Public Safety IT.
c. Enable raw data export of citations from ReportBeam server.
Upon successful completion of the pilot, crash reports will be migrated from the
existing ReportBeam account's database to the new ReportBeam account's database
and the existing ReportBeam account will be disabled. The AXL Collision export will
also be disabled at this time.
3. Delivering a new SmartExport.
a. Setup SRE Service at Weld County Public Safety IT to download raw citation data
files from ReportBeam server to the same folder where isgreeleyserver currently
picks them up for Court and RMS export processing.
Note: All Court and RMS exports of citations will continue to be processed by the
isgreeleyserver.exe installation at Weld County Public Safety IT as shown in the
diagram on the previous page.
b. Disable the transfer of raw citation and crash data files from the mobile
computers in the police vehicles to the folders where isgreeleyserver currently
picks them up for Court and RMS export processing.
4. Making the following changes (under professional services) to convert the current
Weld/Greeley QuickTicket build to a multi-agency build. This will allow for additional
agencies to be easily brought on board with the purchase of additional QuickTicket
and QuickCrash licenses.
a. Replace the "wizard" displayed when Citation is selected from the New Report
dialog with a drop-down on the citation to select the agency.
b. Display and print agency name (header) and agency footer on citation based
on agency selected from drop-down.
c. Display and print Court information based on agency selected from drop-
down.
d. Filter street, local violation and officer lists based on agency selected from
drop-down.
Note: The same number of add-on licenses must be purchased for both QuickTicket
and QuickCrash.
Note: Agency will have to purchase additional Court and/or RMS exports if not
already included in the Weld/Greeley build.
Out of Scope:
The scope of this project does not include:
• Deployment of an agency-hosted ReportBeam server. APS will continue to host Weld
County Public Safety IT's ReportBeam account.
• Changes to existing exports except as noted under the In Scope section above.
4. PRICING
Please refer to the Sales Proposal associated with this SOW for pricing.
5. PROJECT SCHEDULE
The project schedule will be determined by the APS and Customer Project Managers after
Project Kickoff.
Page 8 of 14
Appendix A LIST MANAGER
Crash Report
Weld County Public Safety IT will be able to manage the contents of the following lists on
the crash report through ReportBeam's List Manager.
Note: Most lists on the crash report are controlled by the State and cannot be updated by
an agency through List Manager.
List Name: Agency Name
Description: List of agencies displayed when the user clicks in the Agency field in the
crash report (see below).
r082447102O1A6) MAIL 10 STATE OF COLORADO 1
C.OLORA00 DEPARTMENT OF REVENUE MARK AS INCOMPLETE MOTCA VEHICLE
TRAFFIC RECORDS
STAT E OF t_:OLORAU(! I RAFT IC ACCIDENT REPORT OENVER.CO8024 RO18
T AMENDED'SUPPL UNDER$1 000 '1 COUNTER REPORT PRIVATE PROPERTY . 2 „,..,,cco,Cam
Coo, w.
°0000 !�i TA EST Y RD Nit FPCYNT .. DON IIIIIII VIII III VIII VIIIIIII IIII
Dm or Acad. CEO ,,• , , Canty
08/2412014 .:I r4
l e ro Odder.... Ogee Name Debi
FM aeeca0p .l F— L
R Nutty Killed Numeer Nna l�Yon Rwle 00..,Road [loos JWFCMWueeDRA ,
0 0 • -huusfl paw �I OF L
Owed Repot At -
08242014 La0Iude _ LonyttoRt
List Name: City
Description: List of cities displayed when the user clicks in the crash location City field
in the crash report (see below).
I- OR 2047 iO2.Jt,06, AWL TO STATE OF COLORADO
CIX OIIADO DEPART ENT OF REVENUE MARE AS INCOMPLE FE MOTOR VEHICLE
TRAFFIC RECORDS
DENVER.CO 7,0261-0010
-I AMENDED/SUPPL D UNDER$1,000 1 COUNTER REPORT PRIVATE PROPERTY nacE I ,,, 2 rear s
alDTC°°' INTERSTATE H .L12'.."'1-1'..'81WY '1-1'..'81CO n:
A Leos0000 ..STATE HWY .D IYILFPOINT_ - I IIII II VIII,IIII IIII III IIII IIII
Dodo of ooc,*N y
082/2014
Thaw.. once . .1 swwn DAM
FaN
!y.nee ayt Nw.tw' mU+}Lee Feet N_. 0— E 'I•W OF
0 0 8!
d RN. AlDee
0824201/ WATERWAY
. RNei _ Umgrtude_ _ _
Apimry Cone 71 -- -- ,�__I Property.PRNos Tann Ra60ad Gosung Cons!Zone Hgfw.•RY 8,,doe
L2 Scan I Enp1Oyu I -J Re,ted^ Related L Inferdg I R.I.
cage 9 of 14
List Name: Location
Description: List of streets displayed when the user clicks on the F12 button for either
Location Route, Street, Road field in the crash report (see below).
DR 24A7IDaa,roal MAIL TO STATE OF COLORADO
COLORADO DEPARTMENT OF REVENUE MARK A$INC0MPLE TE MOTOR VEHICLE
STATE OF COLOR ADO TRAI ACCIDENT REPORT O€WVETRAFFIR RECORDS
DENVER.RECORDS
1-0DI6-AMENGED/SUPPE. 7 UNDER$1.000 L1 COUNTER REPORT PRIVATE PROPERTY PAGE I Of 2 PACLs LAMP OAP ,
I INTERSTATE HWY 7HWY ICITI
7 7. ElOORAIIIIIIIIIIIIIIIIII
1 STATE HWY MLEPOINTir
.e..MOO 7 CITY ST CNTY RD 7 _
0804/2014 iiiilliM Cqurtl.
IrnO i�DRce Nunbe illillifrectitiliMr
t)araa
e N,e.o>Keed TAarde FT acw.n RaM Sr...Ruq MUM_ Feet 5 E—I W^ OF L
Cro of Rep. I
6 A ..l08/?4/7014 Laelude_ _ f _ > _ __
' "`T " ImrosE9ale4 .�.. .. Fm m
g Scene '• Employe.-- 'sewn
loot L' _P i I
B tr. IM rhis0 -A'KY Perk.an l:Nd.\'nCo .NvrCaee0 WAj�h l'''' - D J Lest kW feet MI Loot Name
.P COLLBRMI
u,
Wm./AtHrest Per. .l P....., 9,,,,. I I.DEBEGUE II
I I a FRLRA
Cr,e Sn.. 7'P 6v.Pror. CO Ie GATEWAY IN
I I I I GLADE PARK Dow wino*NumberCDL Suave S.. 008 On.. I.•GRAND COUNTY H
ProwVoWn T CJW4D JUNCTION
O wl 18 RD.
veinr,Cade 6feson W Comae CW Vleebn 19 II2RO. µa
191/4 RD.Yea Pole.
el Body,,,P. •ee IST AVE
Y Imo,10172 RD
List Name: Tow
Description: List of tow companies displayed when the user clicks in the Towed Due
to Damage By field in the crash report (see below).
:rAw;ra Ww hro _=rr 'e_ Seleca MI Vv.I.'?nle Las'.N.l a Os.m. F ?near.-,,
L
Awe,. _ .I. S,r. 'ZIP Srrlr
Cry
To •Mob,5a4na.Xe, Ql Lowirl'-e lie 'Br
AAA r..Ap
Troller VINM./NJTONIt.i se ncern.N ILICEI s•.One.elaIC,Irn OD MI 'let VI
ace TOVANO NS4 WFAR1 0A DMROJtWCION.CO 41401
•AIGWnttOs4V.IAT rn RIVEROOE e.m ORAO Wel",CO SIMI I tar S
L
a001'sna.w.M3MOIN110 JIANCTOII CO noel — t
.Sa CI TOAtIGIT s.St GAWC.Je.'rW4.CO UY 11�I _ I^I
II . ' •LiTC.I1O1ffilr,^7,ORY@:uM:50 CO4IRI
2.Moderate i J I I 1-Morlerate
_Undereamnge Undercarn)r! .I-Severe UllthIT.a'n.,ye _Undercenrage l Severe
Each line of the Tow list contains two fields: Towed By and Towed To.
The Towed By field has the name of the tow company and the Towed To
field has the address of the tow company.
Page 10 of 14
List Name: Violations
Description: List of violations displayed when the user clicks on the F12 button for the
Primary Violation field in the crash report (see below).
A,mary ;��.,r vrolaoon
n W I 7111
Vrolotion Code Gaston Number Comnnn Code olal an Coda Cdatton Numbe, Cc
Tear Mahe A1/4MJQN Body The IfiOt�ea/e fit. rri�
Lox.Plate Number I Slate or Country Cube Kh y
1
Vehtle tdenh6cena+Numbs I 'TURNED
C,ea
VMGIe Omer Last Marne Li Same 1 Fool Business Grand Junction PO -- -
I Grand Junction PO.Turned left in front ofapr roach) r traffic,)
Address^I Seine i Con Stale �� Grand Junction PO Turned left in front of approaching traffic Ir
Torr.Duo to Damage 7 By iGrand Junction PO,Vetocle turned/movedrght or left when un
To i State
State,lirnproper Turn/Turned Where Prohibited)Across Media
1
WYrned left in front of approaching traffic
V,oWUon Cole Glatxm Number Common Code
10 04 702 IIIIII278
Each line of the Violations list contains the following fields:
• Group
• Statute Description
• Statute
• Muni Code
• Common Code
Citation
Weld County Public Safety IT will be able to
manage the contents of the following lists on Model Summons&Complaint or Penalty Assessment
the Citation through ReportBeam's List
Manager: Date of Violation 0&2412014 Time of Violation:11:44AM
CaseA: 2014- Summons/4:
1. CITY DEFENDANT
2. DEFENDANT/VEHICLE REGISTRATION The people of Colorado,Plaintiff,vs.
CITIES Name Last'imisi
FirstrIMMI Middle:
3. EYE COLOR Address:
City (2) State: Zip:
4. HAIR COLOR Phone'
5. SEX 2nd PhonelY
6. RACE DOB:-HGT: s: Halt (4)
Sex:alli. Race:inlEthnicity:�
7. ETHNICITY DL s: ❑CDL Class. Lic State:CO Lit Exp.
8. VEHICLE YEAR
9. VEHICLE MAKE Registered Owner: Same as Dnver Ci
Address
10.VEHICLE MODEL city (2) State Zip
11.VEHICLE COLOR VehYr (9) Make. (9) Model (10) Color- (11)
VIN Vehicle Type 12.VEHICLE TYPE :et I i. State Exp.. Lie Type: (13)
13. LIC. TYPE LOCATION
14. LOCATION Approximate location of Violation,State of Colorado
15.VIOLATIONS On/At.
FT ❑ N ❑ S ❑ E ❑ W
OfiAt intersection with
(14)
❑School Zone ❑Construction ❑Traffic Complaint
VIOLATION
❑Traffic Infraction ❑Traffic Offense ❑CMV C In;unes
❑NRVC ❑Accident ❑DNA
Spd. Posted Spd:
Statute/Section
CC. PT. SE. Fine'S Sur.S Tot.$
Statute/Section. (15)
CC PT SE Fine $ Sur$ Tot$
SlatuterSectlon: (15)
CC PT SE Finn$ Sur:$ Tot:i
Statute:Section' (15)
CC PT SE Fine S _ Sur 5 Tot
TOTAL POINTS.0 TOTAL FINE:5 0.00
OL RE-EXAMINATION. TOIAL SURCHARGE:S 0.00
1EYES 1 DRIVING DNA SURCHARGE: S 0.00
ACCIDENT/NI/NA SURCHARGE. $ 0.00
GRAND TOTAL: S o.00
Page 12 of 14
16.COURTS COURT INFORMATION
17.COURT HOLIDAYS (not shown) n Summons(Court appearance must be made as instructed in Advisement
section)
18.OFFICER ri Penalty Assessment(Payment may be mailed as instructed in
Advisement sections
Court Date. Court Time.
Wawun j II rrvl lad rn follow r00 instruClms rulalud to mot uppwuar.co'p eymorus a warrant may
lrsuud M your a,091 sad aaulkveal costs assessed
Signature
CLICK HERE TO INSERT
X SIGNATURE
Defendant Signature
❑Valid Colorado DL ❑Signature Collected
The undersigned has probable cause to believe that the defendant committed
the offense(s)against the peace and dignity of the People of the State of
Colorado and affirms that a copy of this Summons&Complaint or Penalty
Assessment was served upon the defendant•
CLICK HERE TO INSERT
Officer Signature:_ SIGNATURE •
Officer Name:- Badges _
Date Issued.08/24/2014
Officer Notes (Citation)
Weld County Public Safety IT will be able to OTHER INFORMATION
manage the contents of the following lists on County Number: 08
the Officer Notes page of the Citation CMV Rog.CDL.E CMV USDOTe:
Placarded Hazmat:❑
through ReportBeam's List Manager: Number or Axles: Gt„WR•
Trailer VIN:
19.ATTITUDE LAT LONG
20.WEATHER Attitude: ((9) Weather: (20)
Road Conditions (21)
21. ROAD CONDITION Traffic (22)
Light Conditions 23 Lane olTravel: 24
22.TRAFFIC CONDITION
23. LIGHT CONDITION Pace ] Distance:
24. LOCATION DIRECTION Radar. Radar Unut#: Internal Test
25. PHONE TYPES Fork It. Lamp Test
Test N1: Tuning Fork Test
26.OCCUPANCY Forke2 Visual Est
Test 02. Distance
Measured Speed•mph' In a mph zone
Lidar Serrate. Model
Time Checked D1 D2
II: Power oniDisplay Test Delta Distance Test
C Scope Test J Zero Velocity Test
Visual Est.: Distance •
-
Measured Speed-mph: In a mph zone
_ Video Available
Identification.] Drivers License ❑ Verbal ] Other
Endorsements: Restrictions:
Insurance. Insurance Co.
Policyc: Exp Date:
OFFICER NOTES
NARRATIVE.
WITNESS INFO
First Name'
DOB-
Address,
Prone (25)
City State Zip.
Sex. (5) Race: (6) Ethnicity (I)
Occupancy: (26)
Last Name. First Name
Middle Name: DOB.
Address:
Phone: (25)
City State Zip:
Sex (5) Race: (6) Ethnicity (7)
Occupancy (26)
Last Name: First Name'
Muddle Name DOB
Address.
Phone (25)
City State Zip:
Sex. (5) Race. (6) Ethnicity: (J)
Occupancy (26)
POLICE WITNESS INFO
Officer Name.Involvement (18) ID:
Officer NameInvolvement (18) ID'
Officer Name/Involvement (18) ID
Page 14 of 14
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