HomeMy WebLinkAbout20140040.tiff Case:13-22227-EEB Doc#:213 Filed:12/18/13 Entered:12/18/13 09:45:06 Pagel of 9
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UNITED STATES BANKRUPTCY COURT
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FOR THE DISTRICT OF COLORADO 2',P"
Bankruptcy Judge Elizabeth E. Brown ELLS PUNTV
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In re:
Bankruptcy Case No. 13-22227 EEB
COLORADO CUSTOMWARE, INC., Chapter 11
Debtor.
AMENDED ORDER GRANTING OMNIBUS MOTION TO REJECT EXECUTORY
CONTRACTS AND UNEXPIRED LEASES AND SETTING DEADLINES FOR
NOTICES OF ELECTION PURSUANT TO 11 U.S.C. § 365(N)(1)(B)
THIS MATTER comes before the Court on the Debtor's Omnibus Motion to Reject
Certain Executory Contracts and Unexpired Leases Pursuant to Bankruptcy Code § 365
("Motion"). The Court, being advised, FINDS and CONCLUDES:
The Motion seeks to reject the Debtor's executory contracts and unexpired leases with
various companies and governmental entities listed in Exhibit A to the Motion. The Debtor has
represented that proper notice of the Motion has been given to the counterparties to the leases
and contracts being rejected.
Numerous parties filed objections to the Motion. The objections filed by Douglas
County,NE, Tulsa County, OK, Multi-County Appraisal Trust, and Marshall & Swift/Boeckh,
LLC have been withdrawn. The objections filed by Oklahoma County, the Yuma County
Treasurer,the Yuma County Assessor, Chaffee County,the County of Santa Barbara,the Park
County Treasurer, and the Cleveland County Commissioner(collectively, the "Objectors")
remain outstanding. N. Harris Computer Corporation, the purchaser of the Debtor's assets, also
filed a Response in support of the Motion.
The Court has reviewed the objections and has determined that the only basis for them is
the preservation of any and all rights that the Objectors may have under § 365(n) of the
Bankruptcy Code. The preservation of such rights is not a basis for denial of the Motion, either
in whole or in part. Rather, § 365(n)(1)provides that if an executory contract under which the
debtor is a licensor of a right to intellectual property is rejected, then the licensee may elect to
either treat the contract as terminated, or to retain its rights to such intellectual property "as such
rights existed immediately before the case commenced"for the duration of the contract and any
period such contract may be extended by the licensee under nonbankruptcy law. Thus, pursuant
to § 365(n),the scope of the Objectors' rights to intellectual property should be determined after
the filing of the notices of election required by § 365(n)(1)(B). Accordingly, the Court has
determined that it is appropriate to grant the Motion without further notice or hearing, and to
establish a procedure for the filing of§ 365(n)(1)(B) elections and objections to such elections.
For the reasons set forth, it is therefore ORDERED that:
2014-0040
Sq
Case:13-22227-EEB Doc#:213 Filed:12/18/13 Entered:12/18/13 09:45:06 Page2 of 9
1. The remaining objections to the Motion are hereby OVERRULED.
2. The Debtor's Omnibus Motion to Reject Certain Executory Contracts and
Unexpired Leases Pursuant to Bankruptcy Code § 365 is GRANTED.
3. All of the Debtor's executory contracts and unexpired leases with the parties set
forth in Exhibit A hereto are deemed rejected pursuant to 11 U.S.C. § 365(a).
4. Any party wishing to retain its rights to intellectual property under a rejected
contract shall file and serve its § 365(n)(1)(B)Notice generally describing the rights to
intellectual property claimed by such party on or before January 9,2014, failing which such
election shall be barred and the party shall be deemed to have elected to treat such contract
as terminated by rejection.
5. Notices of election shall be filed with the Clerk of the Court, United States
Bankruptcy Court for the District of Colorado, 721 19th St., Denver, CO. Notices are deemed
filed upon receipt.
6. Parties who have already filed a separate Notice of§ 365(n)(1)(B) Election that
generally describes the rights to intellectual property being claimed need not file another notice.
Any party who attempted to make a § 365(n)(1)(B) election in its Objection to the Motion
or whose prior notice of election does not contain a general description of the rights to
intellectual property being claimed MUST file a separate notice of election by the deadline
set forth herein in order for such election to be effective.
7. The Debtor or any interested party may object to notices of election on or before
January 23,2014. Objections must clearly state all objections and the legal basis for the
objections. The Court will not consider general objections. Upon the filing of a timely and
substantiated objection, the Court will set a hearing on the notice and objection(s).
8. Any Notice of§ 365(n)(1)(B) Election to which a timely and substantiated
objection is not filed shall be deemed effective and allowed without further notice, hearing or
order.
9. The Debtor shall serve all parties listed in Exhibit A with a copy of this Order in
accordance with the requirements of Fed R.Bank.P. 7004, and shall fileproof of such service
q s ry
with the Court, on or before December 19,2013.
Dated this 18th day of December, 2013.
BY THE COURT:
Elizabeth E.Brown, Bankruptcy Judge
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EXHIBIT A r
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Based on Debtor's books and records,the Debtor believes it has listed all contracts and leases for the
counterparties set forth on this Exhibit A.However,for the avoidance of any doubt,it is the Debtor's intent
to reject all contracts,leases,or other agreements with each of the counterparties listed on this Exhibit A.
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Name of Non-Debtor Description of Contract/Lease Start Date l
Counterpart, I of Contract/Lease I
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Adams County,CO Revenue Contract June 14, 1996 I
4430 South Adams County Master License,Services and Support Agreement I
Parkway 1.
2nd Floor,Suite C2100 t
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Brighton,CO 80601 1
Alexandria,VA Revenue Contract September 27,2004
Attn:Ann Radford Master Software License and Support Agreement 1.
1.
Post Office Box 178
Alexandria,VA 22313 f
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All Copy Products Inc Copier Lease September 30,2011
Po Box 41602 Master Service Agreement
Philadelphia,PA 19101-1602
Apache County,AZ Revenue Contract January 8,2008 I,
Attn: Rodger Dahozy Master Service Agreement
P.O.Box 770 as modified by Change Orders AZAPAOO IA
St, Johns,AZ 85936 and AZAPAOO2 L
Apex Software Apex Software Integration and Reseller Dated 2010 I
5039 Beckwith Blvd, Ste 109 Agreement
San Antonio,TX 78249
Arlington,VA. Revenue Contract June 30,2011 •
2100 Clarendon Blvd., Master Service Agreement -
Suite 511
Arlington,VA 22201
Buncombe County,NC Revenue Contract January 8,2010,
59 Woodfin Pl.,Suite 200 Master License,Services, and Support '
Asheville,NC 28801 Agreement ..
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Carter County,OK Revenue Contract June 28,2000 1
Attn: Ms, Kim Cain Master Service Agreement
20"B"Street SW,Rm 101
Ardmore,OK 73401 r
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Chaffee County Assessor Revenue Contract February 3, 1998 t
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Chaffee County Assessor Master Service Agreement
P.O. Box 699
Salida,CO 81201
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Chaffee County Treasurer Revenue Contract November 20,2009
Diana Wood Master License, Services and Support Agreement
P.O. Box 249 as addendum by Contract Addendum re: Illegalr.
Salida,CO 81201 Aliens and Tabor,dated November 20.2009
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Name of Non-Debtor Description of Contract/Lease Start Dale
Couizterparll' of Contract/Lease j
Cheyenne County,CO Revenue Contract May 30,2008
Ambie Cullens Master Service Agreement
P.O. Box 36
Cheyenne Wells,CO 80810
David B.Glancey,Esq. Revenue Contract August 2005
City of Philadelphia Board of Master Service Agreement
Revision of Taxes
34 South 11th St.,Suite 800
Philadelphia,P A 191 06
Cleveland County,OK Revenue Contract February 5,2001
Cleveland County Assessor Master License,Services and Support Agreement
201 S.Jones,Suite 120 as amended July 1,2004
Norman,OK 73069
Cochise County,AZ Revenue Contract May 19,2009
Attn: Dave Seward Master Service Agreement,as modified by
1415 Melody Lane, Bldg C Change Order AZCOCOOZ
Bisbee,AZ 85603
Davis County,UT Revenue Contract July 7,2009
Mark Langston,IT Director Master License,Services and Support Agreement
Davis Cty Memorial as modified by Change Order#2
Courthouse
Farmington,UT 84025
Dell-Lincoln Equipment Lease September 7,2012
Dell Financial Services,LLC Lease No. 001-008847677-010
P.O. Box 9020
Des Moines,IA 50368-9020
Douglas County Assessor Revenue Contract March 8,2000
Douglas County Assessor Master License,Services and Support Agreement
301 Wilcox Street
Castle Rock,CO 80104
Douglas County Assessor Revenue Contract January 1, 1996
Douglas County Assessor Agreement for Professional Product and Services,
301 Wilcox Street as modified
Castle Rock,CO 80104 •
Douglas County,NE Revenue Contract February 1,2000
Attn: Mr.Roger Morrissey, Master License, Services and Support Agreement
Assessor
Omaha-Douglas Civic Center
Omaha,NE 68183-0004
Eagle County Revenue Contract December 22,2010
Attn:Karen Sheaffer Master Service Agreement
500 Broadway, Ste, 106
Eagle,CO 81631
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Ninne of Non-Debtor Description of Contract/Lease Start Date s
Counterpart),, of Contract/Lease 1
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Gila County,AZ Revenue Contract December 5,2007
Finance Dept Master Service Agreement,Amended 1 on Mar
Attn:Accounts Payable 2013
Globe,AZ 85501
Graham County,AZ Revenue Contract May 11,2009
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Ms.Darlene Alder Master Service Agreement
921 Thatcher Blvd.
Safford,AZ 85546
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Greenlee County,AZ Revenue Contract December 5,2007 ;'
Linda D.Durr Master Service Agreement
P.O, Box 777
Clifton,AZ 85533 i
Greenwood Cty,S.C. Revenue Contract August 12,2010 P.
600 Monument St Master License,Services,and Support
Ste. 106 Agreement
Greenwood,SC 29646
Gunnison County Assessor Revenue Contract October 29,2009 i
I risty McFarland Master Service Agreement as modified by
I.
221 N.Wisconsin, Suite A Change Order 01
Gunnison,CO 81230
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Gunnison County Treasurer Revenue Contract July 28,2009
Attn: Melody Marks Master Service Agreement as modified by P
221 North Wisconsin St. Change Orders#1 and#2
Gunnision, CO 81230
Larimer County Assessor, Revenue Contract May 16, 1996
CO Master Service Agreement
PO Box 1190
Fort Collins, CO 80522-1190 I
Larimer County,CO Revenue Contract August 19,2008 i
Treasurer Master Service Agreement
P.O.Box 1250
Fort Collins, CO 80522-1250
Las Animas County,CO Revenue Contract August 5,2008
Dan Espinosa Master Service Agreement 1.
200 E.First St.,Suite 203
Trinidad,CO 81082
Latitude Geographies Group, Joint Product Development&Marketing January 19,2005
Ltd. Agreement,for GeoWare integration with V4 r
200- 1117 Wharf St Real Ware t
Victoria,BC V8W 1T7 k
Lincoln County,CO Revenue Contract Master License,Services,and December 31,2008 1
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Assessor Support Agreement as modified by Change Order
P.O.Box 277 COLINOO1A(for Tax Assessment System—
Hugo,CO 80821 CollectWare) i
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Name of Non-Debtor Description of'Contract/Lease Start Date
Corrnterpartj' of Contract/Lease
Lincoln County,CO Revenue Contract December 31,2008
Treasurer Master License,Services,and Support
James R.Covington Agreement modified by Change Orders 001,
P.O.Box 7 COLINOOIT(for Tax Collections System—
Hugo,CO 80821 Real Ware).
Marshall&Swift Third Party License Agreement September 30,2009
P.O.Box 26246 License and Reseller Agreement,
Milwaukee,WI 53226 Renewed Jan 1,2013
Mohave County,AZ Revenue Contract January 23,2006
Nathan McDaniel Master Service Agreement as modified by
P.O.Box 7000 Change Orders AZMOH 1O5,AZMOHOO5,
Kingman,AZ 86402-7000 AZMOHIO7,and AZMOHO36 and including
County of Mohave RFP No.:05-P-i 8 and
Colorado Custom Ware,Inc.'s response to ELF?
No.; 05-P-18,and as renewed May 7,2012
Montezuma County,CO Revenue Contract July 9,2008
Mr. Mark Vanderpool Master Service Agreement as modified by
109 West Main St., Room Change Order#1,dated November 19,2008
310
Cortez, CO 81321
Multi County Appraisal Trust Revenue Contract September 1,2010
c/o Utah Association of Master Service Agreement
Counties
5397 South Vine Street
Salt Lake City,UT 84107
Multnomah County,OR Revenue Contract June 22,2009
Administrator-Debra Master Service Agreement
Anderson
501 SE Hawthorne,Rm 175
Portland,OR 97214
Navajo County,AZ Revenue Contract November 20,2007
Cammy Darris Offer and Acceptance
100 East Carter Dr,South Proposal#B07-020-012
Hwy 77
Holbrook,AZ 86025
Oklahoma County Clerk and Revenue Contract June 8,2009
Recorder Master License, Services and Support Agreement
320 Robert S.Kerr, Rm 108
Oklahoma City, OK 73102
Oklahoma County,OK Revenue Contract July 26,2006
320 Robert S.Kerr Avenue Field Ware Software License Agreement,
Oklahoma City, OK 73102
Oracle Partner Network Partner Agreement;S/W License Agreement October 6,2009
P.O. Box 44471 Partnernetwork Application Specific Full Use
San Francisco,CA 94144- Program Distribution Agreement(with Public
4471 Sector Addendum attached)
016844\0002\10855432.i 4
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Name of Non-Debtor Description o f Contract/Lease Start Date
Conrrtcipart p of Contract/Lease
i
Otero County, CO Revenue Contract November 3,2008
Ken R.Hood Master Service Agreement
P.O.Box 511 I
LaJunta,CO 81050-0511
Parature Professional Service March 31,2009
Dept CH 17341 Amendment and Renewal to the Application g
Palatine, IL 60055-7341 Service Agreement,As Amended June 30,2013 I
a
Park County, CO Revenue Contract December 29, 1997
P.O. Box 636 Master License,Services,and Support
Fairplay,CO 80440 Agreement,as amended December 8, 1999
Pickens County,SC Revenue Contract October 21,2002
222 McDaniel Avenue,B-I2 Master License,Services and Support I
Pickens,SC 29671 Agreement,as modified on April 16,2003 F.
Pictometry International Partner Agreement August 2,2010
Corp Pictometiy Demonstration Licenses
100 Town Centre Drive, _
Suite A
Rochester,NY 14623 ir
Pierce County,Washington Revenue Contract September 12,2003
2401 South 35th St,Room Master Software License and Support Agreement 1
142
Tacoma, WA 98409
Pinal County,AZ Revenue Contract June 3,2009
P.O. Box 1348 Master License,Service and Support Agreement
Florence,AZ 85232 as modified by Change Order 1 and 2
Rutherford County,TN Revenue Contract November 8,2004
319 North Maple,Suite 200 Master Service Agreement E
Murfreesboro,TN 37130 as modified by Change Order No. 1 dated h
January 17,2005 t
Rutherford County, TN Revenue Contract November 8,2004
319 North Maple,Suite 200 Master Software License and Support Agreement
Murfreesboro,TN 37130 I.
San Juan County,NM Revenue Contract January 15,2001
Attn:Theresa Barrera Master License,Services and Support
100 South Oliver, Suite 400 Agreement,as modified and extended
Aztec,NM 87410-2435
San Juan County,NM Revenue Contract July 3,2003
Attn:Theresa Barrera FieldWare—Professional Services Agreement, h
100 South Oliver, Suite 400 as modified
Aztec,NM 87410-2435
San Miguel County,CO Revenue Contract January 7, 1998 r
P.O. Box 506 Master License, Services,and Support
Telluride,CO 81435 Agreement as amended April 16,2003 k
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Name of Non-Debtor Description of Contract/Lease Start Date
Counterpart), of Contract/Lease
Santa Barbara County,CA Revenue Contract May 26,2010
Attu: Rose Rodarte Master License, Services, and Support
P.O. Box 159 Agreement,and County of Santa Barbara Board
Santa Barbara,CA 93102 of Supervisors Minute Order, dated May 25,
2010,and as modified by Amendment#1 dated
March 1,2011
Santa Cruz County,AZ Revenue Contract December 19,2007
Felipe A.Fuentes, Jr. Master Service Agreement
2150 N. Congress Drive
Nogales,AZ 85621
Sedgwick County,CO Revenue Contract July 30,2008
Assessor Master Service Agreement
Robert Johnson
315 Cedar St., Suite 200
Julesburg,CO 80737
Sedgwick County,CO Revenue Contract October 5,2009
Treasurer Master Service Agreement
Wanda K. Lowery
315 Cedar Street,Suite 210
Julesburg,CO 80737
Strategic Funding Factoring December 21,2012
1501 Broadway, Ste 1515 Lease Agreement-Contract#221011
New York,NY 10036
SPSS License Agreement January 1,2005
1213 Paysphere Circle
Chicago,IL 60674
Teller County, CO Revenue Contract November 13, 1997
P.O. Box 1008 Master License,Services, and Support
Cripple Creek, CO 80813 Agreement, as amended
Trellis Group Professional Services November 21,2011
2656 Eudora Street Statement of Work for ERP implementation
Denver,CO 80207 Agreement
Torrance County,NM Revenue Contract December 22,2005
Ms.Betty Cabber Master License,Services and Support Agreement
Post Office Box 258
Estancia,NM 87016
Tulsa County,OK Revenue Contract June 25,2007
Attn:Lisa Moore Master License,Services and Support
500 S.Denver Avenue Agreement, as modified by Change Orders
Tulsa, OK 74103 TULOO 1, 001,002 and 003;
CCI Support and Services Renewal Agreement,
dated June 1,2010
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Name of Non-Debtor Description of Contract/Lease Start Date ,
Couitterparl3' of Contract/Lease
U.S. Bancorp Equipment Copier Lease-Lease agreement September 24,2009
Finance, Inc, t
PO Box 790448
St. Louis,MO 63179
Uintah County,UT Revenue Contract December 5,2008 k
Utah Association of Counties Master Service Agreement
5397 So.Vine Street
Murray,UT 84107 j
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Utah County, UT Revenue Contract January 6,2009 1.
Attn: Auditor-AlP Master Services Agreement,(Agreement#2009- I
100 East Center St.,Suite 38), as modified by work order TJTVTAS24, 1
3600 UTUTI52A,UTUTA5OIA,UTUTA500A, i
Provo, UT 84606-3159 UTUTASO3,UTUTA522,UTUTA52I, li
UTUTAS2OA,UTUTA5 I 9A,tJTUTA5 I 8A,
UTUTAS 17,UTUTA5 16,UTUTA5I3A,
UTUTA5O9A, UTUTASO8, 1,2, and 3.
Washington County, Utah Master License,Services and Support Agreement April 16,2002;
87 North 200 East,Suite 202 Professional Services Agreement,dated April 16,
St.George,UT 84770 2002 as modified April 16,2003
Weber County,UT Revenue Contract May 26,2009
Attn:Accounts Payable Master License, Services and Support
2380 Washington Blvd., Ste Agreement, as modified by change order#2.
320397 So.Vi
Ogden,UT 84401
Weld County,CO Revenue Contract September 10,2007
Attn:Ms.Anita Scrams Master Software License and Support Agreement,
915 10th Street as modified by Change Orders 001,006(Re:004 t
Greeley,CO 80631 Rev. 1),005,004 Rev. 1,004,003
Yavapai County,AZ Revenue Contract October 20,2008
Ms. Pamela J. Pearsall Master Service Agreement as modified by
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1015 Fair Street Change Orders 1,Rev 1, and 3 and Work Orders
Prescott,AZ 86305-1852 A2YAVOOI,Rev. 1 1
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Yuma County, CO Assessor Revenue Contract May 29,2009
Cindy Taylor Master License,Services and Support
Yuma County Courthouse Agreement,(re CollectWare)
Wray,CO 80758
Yuma County,CO Treasurer Revenue Contract May 29,2009
Dee Ann Stults Master License,Services and Support
Yuma County Courthouse Agreement, (re CAMA System). E
Wray,CO 80758
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