HomeMy WebLinkAboutbocc.con.190.2015 7/2015 kjm
,{�aTKrN Pitkin County
7CouNTContract Cover Sheet
Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor and Pitkin County
Project Manager.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement
(procurement help_gpitkincounty.com).Any contracts$50,000 and over will be routed for signatures to County Manager
and Attorney's Office(if required)by Procurement&Contracts Manager.
Contract Information
Contract Number 190.2015
Project Name Spillman Technologies Rip and Run Module
Contractor Spillman Technologies
Budget Line Item 119.35.92335.86000
Additional Budget Line Item(s) Click here to enter text.
and special notes to Finance
Contract Start Date 8/1/2015
Contract End Date 7/31/2016
Automatic Renewal Yes ❑ No Z
If Construction:Retainage Click here to enter text.
If this is a new contractor,please request they complete and submit to Finance a W-9 Form.
Contact Information:
Department 911 Dispatch
Project Manager Romero Project Manager 2184
Phone
Provide a brief description of the contract:
Contractor shall provide the Rip and Run Module, a secondary software module added on to the
Contractor's primary public safety software utilized by the County.The Rip and Run Module shall
convert all Fire Dept and Emergency Med Service calls to email format.
Contract Value Summary:
Contract Amount $4,067.00
This Change order/Amendment amount(if applicable)
New Contract Total
Procurement Method:
None 0 Informal❑ Formal ❑ Sole Source ❑ Emergency ❑ Contract Renewal ❑
Contract Type:
Services/Maintenance 0 Construction❑ Goods,Equipment, Supplies ❑
Change Order/Amendment❑ Other,please explain ❑ Click here to enter text.
NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST.
Contract#:bocc.con.190.2015
Budget Line Item#: 119.35.92335.86000
' O �N
°UNTIL
CONTRACT FOR PROVISION OF SERVICES
Spillman Technologies,Inc.Rip and Run Module
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Spillman Technologies, Inc., 4625 Lake Park Blvd. Salt Lake City, Utah
84120 (hereinafter"Contractor").
1. Term. The term of this contract is from August 1, 2015 to July 31, 2016. At the expiration of the
initial term, the contract may be extended for an additional three (3) terms of one (1) year by the express
written consent of both parties.
2. Contractor's Obligations. Contractor shall provide the Rip and Run Module, a secondary software
module added on to the Contractor's primary public safety software already utilized by County. The Rip
and Run Module shall convert all Fire Department and Emergency Medical Service calls to email format.
The scope of work includes the software module,installation and training.
The Services include:
• One Year(first year)Maintenance for the Rip and Run Module
• Project Management and Installation — Contractor shall provide a Project Manager as a single point of
contact.Project Manager shall coordinate installation and staff training.
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget. It is expressly understood and agreed
that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of
Four Thousand Sixty-Seven Dollars ($4,067.00) for all services rendered. By contract or amendment, the
County and Contractor may reallocate the budget among project tasks if the total budget amount remains
unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment
expected within thirty(30)days of invoice.
4. Ownership of Work Product. Contractor's software and all related documentation provided by the
Contractor are licensed (not sold) to the County. Contractor retains sole and exclusive ownership of all
rights, title, and interest in and to its software and all accompanying documentation and materials,
including all upgrades, modifications and enhancements thereof(including ownership of all trade secrets,
copyrights and other intellectual property rights pertaining thereto), subject only to the licenses and rights
expressly granted to the County by Contractor in the purchase, license and support agreements between
the parties (the"Spillman Agreements") attached as Exhibit A.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County
Representative. Bruce Romero will manage the project as the County's Representative. In the event that
Bruce Romero is not available, Ginny Bultman shall assume the County Representative's duties. The
services provided and products delivered by the Contractor under this contract will be subject to review by
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Budget Line Item#: 119.35.92335.86000
the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final
payment.
6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this
contract, with or without cause, by giving written notice to the Contractor of such termination and
specifying the effective date thereof. Such notice shall be given at least ten(10) days before the effective
date of such termination. Contractor shall be entitled to receive compensation in accordance with the
contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for
damages sustained by the County by virtue of any breach of the contract by the Contractor. However,
Contractor will not be liable for any damages arising out of or in connection with this contract in excess of
the amounts paid or payable by the County to Contractor, as set forth in Section 3 above.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by the
contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor
shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Contractor is not required to offer its services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this contract,
provided that the basic services and deliverable products required under this contract are submitted in the
manner and on the schedule defined under this contract.
C. Contractor warrants that all services provided by'it will conform to all applicable industry
standards of care, skill and diligence in the performance of Contractor's obligations under this contract.
Contractor warrants the software and materials provided in connection with this contract as set forth in the
Spillman Agreements.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in the course of completing work under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County
and is responsible for payment of any federal,state,FICA and other income taxes.
8 Assignability. This contract is not assignable by either party;provided,however, that. Contractor
may assign this contract to a successor entity in connection with the sale or assignment of all or
substantially all of its assets, upon written notice to the County. Any use of subcontractors by the
Contractor for performance of this contract must be accepted in writing by the County.
9. Reserved.
10. Severability. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties
hereto.
11. Integration and Modification.
A. This contract,together with the Spillman Agreements (Exhibit A),represents the entire and
integrated contract between the County and the Contractor and supersedes all prior negotiations,
representations, or contract, either written or oral. This contract may be amended only by written contract
signed by both the County and the Contractor.
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B.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of
the Contractor's compensation, which are mutually agreed upon between the County and the Contractor,
shall be in writing and upon execution shall become part of this contract.
12. Indemnity.
A. Contractor agrees to defend the County against all and any third party claims arising from
any personal injuries, death, or damages to tangible property caused by the negligence or willful
misconduct of Contractor, its agents or employees, and to pay any final judgment or amounts agreed in
settlement. The foregoing excludes any claims related to the functionality or use of, or bugs or errors in,
the software (including upgrades)provided by Contractor, which shall be governed solely by the terms of
the License Agreement. Additionally, Contractor will defend the County against third party claims that
the Software infringes such party's any intellectual property rights, as set forth in the License Agreement.
The County shall notify Contractor as soon as reasonably possible if it becomes aware of any claim for
which it may be entitled to indemnification under this section, and the County hereby gives Contractor full
and complete authority and control over the defense of the claim, and shall provide such information and
assistance as is necessary to enable Contractor to defend, compromise or settle such claim. Contractor will
pay all costs and attorney's fees incurred in connection with the claim. The County may, at its option and
expense,participate in the defense of the claim with separate legal counsel.
B. The Contractor further shall investigate,process,respond to, adjust,provide defense for and
defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all
other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or
fraudulent.
13. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract are satisfied,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents, representatives,
employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in no way limit the
indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor 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.
A. Coverage and Limits of Insurance:
Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella
and/or excess liability policy may be used to meet the minimum liability requirements provided that the
coverage is written on a"following form"basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
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b. This requirement shall not apply when a contractor or subcontractor is
exempt under Colorado Workers' Compensation Act., AND when such contractor or
subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability—ISO 1CG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions,Collapse and Underground Hazards
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed under contract)
• Independent Contractors
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037 (2004
Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language on the
Additional Insured Endorsements specified above: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers named as an additional insured with respect to liability
and defense of suits arising out of the activities performed by, or on behalf of the
Contractor,including completed operations".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and non-
owned vehicles used in the performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage $ 1,000,000
(Each Accident)
4. Special Coverages (check as appropriate and insert amount):
0(1)Performance Bond $
OLabor and Material $
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Budget Line Item#: 119.35.92335.86000
OPayment Bond $
O(2)Professional Errors and Omissions
0(3)Aircraft Liability
0(4)Owner's Protective
0(5)Builder's Risk
0(6)Boiler and Machinery
O(7)Loss of Use Insurance
0(8)Pollution Liability
0(9) Crime,including Employee Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
1. Reserved.
Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement
Officer a certified statement as to claims pending against the required coverages, reserves
established on. account of such claims, defense costs expended and amounts remaining on policy
limits.
2. In addition,these Certificates of Insurance shall contain the following clauses:
a. The Contractor's insurance shall be primary and non-contributory with any
insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall have
no recourse against the County of Pitkin for payment of any premiums or for assessments
under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-described
insurance policies shall be assumed by and be for the amount of, and at the sole expense of
the Contractor.
d. Location of operations shall be: "all operations and locations at which work
for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the County's
Representative at least fifteen (15) days prior to a policy's expiration date except for any policy
expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and any
policy endorsement at any time during the term of this contract.
14. Exemptions and Preferences. All purchases of construction or building or any other materials for
this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin
County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. The County
will provide Contractor with documentation required by the taxing authority to support its claimed
exemptions. The County is solely responsible for the payment of any and all taxes resulting from this
contract and its purchase of the products and services described herein (excluding taxes on the
Contractor's net income).
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15. Records. The Contractor shall maintain comprehensive, complete and accurate books,records,and
documents concerning its performance relating to this contract for a period of three (3) years after final
payment under the contract and the County shall have the right within the three (3) year period to inspect
and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable
times, for the purpose of determining,by accepted accounting and auditing standards, compliance with all
provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with the
laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of
Pitkin County, Colorado.
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this
contract beyond the arbitration described in Paragraph 9,the substantially prevailing party shall be entitled
to its costs and reasonable attorney's fees.
18. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and
does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000
per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended, or
otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this
contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the
County for any injury to any person or any property damage whatsoever which is caused by the negligence
or other misconduct of the County or its agent or employees.
19. Current Year Obligations. The parties acknowledge and agree that any payments provided for
hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures
of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual
right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions
of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the
then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as
creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within
the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly
obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current
fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or
source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of
Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered through any of the
following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first
class mail,postage prepaid,return receipt requested addressed as follows:
A. To Pitkin County with copies to:
Bruce Romero Pitkin County Attorney's Office
506 E Main St,Dept C 530 E.Main Street,#302
Aspen,Colorado 81611 Aspen, Colorado 81611
Fax: (970) 315-2184 Fax: (970) 920-5198
B. To Contractor:
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Budget Line Item#: 119.35.92335.86000
Spillman Technologies
4625 Lake Park Blvd
Salt Lake City,UT 84120
Fax: (801)902-1210
21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the
provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as amended:
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to
the offer, issuance, or sale of securities, investment advisory services or fund management services,
sponsored projects, intergovernmental agreements, or information technology services or products and
services] Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an
illegal alien who will perform work under this contract and will confirm the employment eligibility of all
employees who are newly hired for employment in the United States to perform work under this contract,
through participation in the E-Verify Program or the Department program established pursuant to CRS §8-
17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work
under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this
contract. Contractor(a) shall not use E-Verify Program or Department program procedures to undertake
pre-employment screening of job applicants while this contract is being performed, (b) shall notify the
subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall
terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien
within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course
of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor
and Employment. If Contractor participates in the Department program, Contractor shall deliver to the
contracting State agency,Institution of Higher Education or political subdivision a written,notarized
affirmation, affirming that Contractor has examined the legal work status of such employee, and shall
comply with all of the other requirements of the Department program. If Contractor fails to comply with
any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of
higher education or political subdivision may terminate this contract for breach and, if so terminated,
Contractor shall be liable for damages.
PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor,if a natural
person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or
she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall
comply with the provisions of CRS §24-76.5-101 et seq., and(c)has produced one form of identification
required by CRS §24-76.5-103 prior to the effective date of this contract.
''
Contract#:bocc.con.190.2015
Budget Line Item#: 119.35.92335.86000
IN WITNESS WHEREOF,the parties have executed this contract as of the date first set out herein above.
SPILLMAN TEC eLOGIE . (CONTRACTOR):
By:
Title (7, X-(262 -�c
Date
PITKIN COUNTY, COLORADO:
REGIONAL EMERGENCY DISPATCH CENTER
BY: � _ )4/�
ce-s • ero Date
Emergency Dispatch Director
By:
D
By:
Jo ly, s- Attorney Date
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Contract#:bocc.con.190.2015
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EXHIBIT A
SPILLMAN®
COMPUTER SOFTWARE END-USER
SUPPORT AGREEMENT
1.2 Enhancement. Any modification or addition that,when
9/1/2011 made or added to the Licensed Program,changes its.utility,
Table of Contents
Section 1:Definitions 1
Section 2:Eligibility For Support 1
Section 3:Scope of Services 2
Section 4:Services Not Covered by this Agreement 2
Section 5:Obligations of Customer 3
Section 7:Fees and Charges 3
Section 8:Proprietary Rights 4
Section 10:Termination 4
Section 11:Miscellaneous 4
Section 12:Signatures 5
This Support Agreement("Agreement")Is made and entered into
by and between:
Spillman Technologies,Inc.("Spillman")
4625 West Lake Park Blvd.
Salt Lake City,Utah 84120
and
("Customer")
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL
NOT COMMENCE UNTIL AN AUTHORIZED
REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF
SPILLMAN HAS RECEIVED,APPROVED,AND EXECUTED A
COPY OF IT AS EXECUTED BY CUSTOMER.
WHEREAS,Spillman and Customer entered into that certain
Computer Software End-User License Agreement(the"License
Agreement")under which Customer obtained a non-exclusive,
nontransferable license to use certain computer software in
object code form and related user documentation(the"Licensed
Program",as further defined below)on certain terms and
conditions;
WHEREAS,Spillman desires to offer Customer certain services
with respect to the Licensed Program on the terms and
conditions set forth herein:
NOW THEREFORE,in consideration of these recitals and the
mutual obligations herein,the parties hereto,Intending to be
legally bound,hereby agree as follows:
Section 1:Definitions
For the purposes of this Agreement,the following definitions shall
apply to the respective capitalized terms:
1.1 Coverage Hours. The hours between 8:00 AM and 5:00
PM,Mountain time,on the days Monday through Friday,
excluding regularly scheduled holidays of Spillman
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efficiency,functional capability,or application,but that does
not constitute solely an Error Correction. Spillman may
designate Enhancements as minor or major,depending on
Spillman's assessment of their value and of the function
added to the preexisting Licensed Program.
1.3 Error. Any failure of the Licensed Program to conform In
all material respects to its functional specifications as
published from time to time by Spillman,subject to the
exceptions set forth In Section 4.
1.4 Error Correction. Either a software modification or
addition that,when made or added to the Licensed
Program,establishes material conformity of the Licensed
Program to the functional specifications,or a procedure or
routine that,when observed in the regular operation of the
Licensed Program,eliminates the practical adverse effect
on Customer of such nonconformity.Error Correction
services are subject to the exceptions set forth In Section
4.
1.5 Licensed Program. One or more of the computer
software components and/or software interfaces developed
by Spillman,as identified in one or more Sales
Quote/Purchase Agreements between the parties(the
"Purchase Agreement'),and which is licensed to Customer
pursuant to the License Agreement. The Licensed
Program specifically excludes computer software not
developed by Spillman,but that might be used in
conjunction with the Spillman software;such as,word
processors,spreadsheets,terminal emulators,etc. The
Licensed Program includes certain"Utilities",as that term
is defined in Section 7.1 of the License Agreement.
1.6 Releases. New versions of the Licensed Program,
including all Error Corrections and Enhancements.
1.7 Response Time. Within six(6)Coverage Hours,from
the time Customer first notifies Spillman of an Error until
Spillman initiates work toward development of an Error
Correction.
1.8 Spillman Application Administrator.An agent of
Customer who has been certified on the Licensed
Program by Spillman,pursuant to the procedures set forth
in Section 6,and is able to communicate effectively with
Spillman support personnel in the description and
resolution of problems associated with the Licensed
Program.
1.9 Term. An initial period of fifteen(15)months,commencing
on the date this Agreement is signed. Thereafter,the
Term shall automatically renew for successive periods of
one year each,unless and until terminated pursuant to
Section 10 hereof. In no event,however,shall the Term
extend beyond the term of the License Agreement.
Section 2:Eligibility For Support
2.1 Spillman's obligation to provide Services with respect to the
Licensed Program may be terminated pursuant to Section
10.2.2 or suspended,at Spillman's discretion,if at any
time during the term of this Agreement any of the
following requirements are not met:
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provided that such assistance,if agreed to be provided,shall
2.1.1 Customer must have a valid License Agreement for be subject to supplemental charges mutually agreed to in
the Licensed Program in effect at all times; writing by Spillman and Customer.
2.1.2 The Licensed Program must be operated on a
• hardware platform approved by Spillman;and Section 4:Services Not Covered by this
Agreement
2.1.3 Customer must be current and in compliance with
the payment schedule as agreed in the Purchase The services identified in this section are specifically NOT
Agreement. covered by this Agreement. Spillman strongly recommends that
Customer secure a separate support agreement with third party
2.2 Spillman may require Customer to appoint a new Spillman • vendors for all non-Spillman products. Spillman may,in its
Application Administrator if Spillman determines that the discretion,provide such services to Customer upon request,for
acting Spillman Application Administrator does not have the an additional fee as the parties may agree in writing.
training or experience necessary to communicate effectively
with Spillman support personnel. 4.1 Support for any third party products including hardware,or
support for hardware failure due to the use of any third party
vendor products.
Section 3:Scope of Services
4.2 Any network failures or problems including,but not limited
During the Agreement Term,Spillman shall render the following to,cabling,communication lines,routers,connectors,and
services in support of the Licensed Program,during Coverage network software.
Hours:
4.3 Restoration and/or recovery of data files and/or the
3.1 Spillman shall maintain a Support Services Control Center operating system.
capable of receiving from the Spillman Application
Administer,by telephone,reports of any software 4.4 Any breach of warranty,damages to the Licensed Program
irregularities,and requests for assistance in use of the or its database,data corruption,or support Issues,security
Licensed Program. Issues,or performance Issues arising out of Licensee's or a
third party's use of the Utilities or any other software not
3.2 Spillman shall maintain a trained staff capable of rendering specifically licensed by Spillman to Licensee for use in
support services set forth in this Agreement. connection with the Licensed Program. Any assistance
provided by Spillman in resolving such problems shall be
3.3 Spillman shall be responsible for using all reasonable charged to Customer on a time and materials basis.
diligence in correcting verifiable and reproducible Errors Additionally,any unauthorized use of the Utilities or other
when reported to Spillman in accordance with Spillman's software in connection with the Licensed Program by
standard reporting procedures. Spillman shall,after Licensee(or by a third party with Licensee's knowledge)
verifying that such an Error is present,Initiate work in a may result,at Spiilman's sole option,in voidance of
diligent manner toward development of an Error Correction. warranties,an increase in the annual maintenance and
Following• completion of the Error Correction,Spillman shall support fees under this Agreement,and/or loss of rights to
provide the Error Correction through a"temporary fix" upgrades under this Agreement. Customer acknowledges
consisting of sufficient programming and operating and agrees that it is not licensed to utilize the"write"or
instructions to implement the Error Correction,and Spillman "update"features of the Utilities,as such use may damage
shall Include the Error Correction in all subsequent Releases the database or cause other problems with the operation of
of the Licensed Program. Spillman supports two(2) the Licensed Program.
versions back from the most recent release version.
However,Spillman shall not be responsible for correcting 4.5 Support for Licensed Program problems caused by
Errors in any version of the Licensed Program other than the Customer misuse,alteration or damage to the Licensed
most recent release. Program or Customer's combining or merging the Licensed
Program with any hardware or software not supplied by or
3.4 Spillman may,from time to time,issue new Releases of the identified as compatible by Spillman,customizing of
Licensed Program to its customers generally,containing programs,accident,neglect,power surge or failure,
Error Corrections,minor Enhancements,and,in certain lightning,operating environment not in conformance with the
instances,if Spillman so elects,major Enhancements. manufacturer's specifications(for electric power,air quality,
Spillman reserves the right to require additional license fees humidity or temperature),or third party software or hardware
for major Enhancements. Spillman shall provide Customer malfunction.
with one copy of each new Release,without additional
charge. Spillman shall provide reasonable assistance to 4.6 Supporting,configuring,maintaining,or upgrading the
help Customer install and operate each new Release, operating system,including,but not limited to,backups,
provided that such assistance,If required to be provided at restores,fixes,and patches.
Customer's facility,shall be subject to the supplemental
charges set forth in Spiliman's current Fee Schedule. 4.7 Assistance with problems caused by operating system
installation,configuration,errors,maintenance or repair,or
3.5 Spillman shall consider and evaluate the development of using incorrect versions of the operating system.
Enhancements for the specific use of Customer and shall
respond to Customer's requests for additional services 4.8 On-site service visits to Customer's facility.
pertaining to the Licensed Program(including,without
limitation,data conversion and report-formatting assistance),
1
Contract#:bocc.con.190.2015
Budget Line Item#: 119.35.92335.86000
4.9 Printers connected to the back of terminals/personal
computers(commonly called pass-through printing)or 6.2 Customer will be responsible for the costs of such training,
network printers are not supported by Spillman. including any course fees,travel and lodging expenses.
6.3 Contact information for the Spillman Application
Section 5:Obligations of Customer Administrators must be recorded in Appendix A of this
Agreement. Appendix A must be signed by an authorized
5.1 Customers using the Spillman product must maintain and representative of Customer.Changes to the information
provide,at no cost to Spillman,broadband Internet recorded in Appendix A will require that a new Appendix A
connectivity for VPN connection purposes and a Cisco 1811 be completed,signed and filed with Spillman.
integrated services router and data set,or equivalent LAN to
LAN,connected directly to customer's network,with full 6.4 Requests for support services received by anyone other
access to the server(24 hours per day,7 days per week) than a Spillman Application Administrator as Identified in the
that is used with the Licensed Program. current Appendix A on file with Spillman,will be refused.
5.2 A representative of Customer's IT department must be 6.5 Each designated Spillman Application Administrator must be
present when any on-site support is provided. Customer qualified to address,or have other support resources to
agrees that if such representative is not present when the address,without the aid of Spillman,all problems relating to
Spillman representative arrives on site,the Spillman hardware,software or operating system not directly
representative shall notify an appropriate representative of associated with the Licensed Program.
Customer,if feasible,that there is no Customer IT
representative present. If Customer's IT representative
does not arrive within a reasonable time,no work will be Section 7:Fees and Charges
performed and Customer will be charged for all expenses
incurred and relating to the visit. 7.1 Customer shall pay Spillman the Support Fee,as set forth in
the Purchase Agreement,and any other charges or fees
5.3 All communications between Customer and Spillman must described herein. Spillman reserves the right to change its
be in the English language. Support Fee,effective upon no less than 90 days prior
written notice to Customer. Second-year level support fees,
5.4 Customer is responsible for providing one or more qualified as referenced in the Purchase Agreement between Spillman
Spillman Application Administrators as described in Section and Customer,are charged beginning 15 months after the
6.At least one Spillman Application Administrator must be execution of the Purchase Agreement,regardless of date on
available at all times(however,after-hours availability is which Customer's actual use of the Licensed Program
required only when and if Customer is requesting after-hours began,except to the extent any delay in such use is due to
support from Spillman). the fault of Spillman.Additionally,adjustments to Support
Fees may result from changes in(1)software prices,(2)
5.5 Customer is responsible for providing all network and server number of software modules used,(3)an increase in
security. Customer's size(as further described In Section 7.6),(4)
computer hardware,(5)Coverage Hours selected by
5.6 Customer must provide Spillman with information sufficient Customer,or(6)violation of the restrictions set forth in
for Spillman to duplicate the circumstances under which an Section 4.4 of this Agreement.
Error in the Licensed Program became apparent.
7.2 Spillman shall invoice Customer for annual Support Fees at
the beginning of each contract year. In the event that
Section 6:Spillman Application Administrator additional billable work is performed,all billable charges and
Requirements expenses will be invoiced to Customer at the beginning of
the month following the month in which they accrued or were
6.1 The designated Spillman Application Administrator must be incurred. Customer shall pay the invoiced amounts
certified by Spillman within one year of the agency's go-live immediately upon receipt of such invoices. Any amount not
date of the Licensed Program. The designated paid within thirty(30)days after the Invoice date shall bear
administrator must meet the following requirements in order interest at the lesser of eighteen(18)percent per year or the
to certify at the basic level: highest rate allowed by applicable law.
6.1.1 Attend and participate in,and successfully pass the 7.3 Customer shall be responsible for and agrees to pay the
final written and practical examinations from the fees and charges incurred for procuring,installing,and
following courses within one hundred twenty(120) maintaining all equipment,telephone lines,modems,
days of installation of the Licensed Program: communications interfaces,networks and other products
necessary to operate the Licensed Software.
I. System Introduction—Inquiry, 7.4 Customer agrees to pay additional charges according to the
iSystem Introduction—Data Entry&Modification, Spillman Fee Schedule for all work required by Customer
iiiii.Unix Fundamentals Training(AIX,or HP UX), and performed outside of Coverage Hours. These charges
iv.Basic System Administration,and are applicable for any work performed outside of the
v.Spillman training applicable for the Spillman Coverage Hours,REGARDLESS OF THE CAUSE,even if
applications used by Customer. the requested work was reported and/or initiated during
6.1.2 Pass the Basic SM exam within one year after the normal Coverage Hours.
agency's go-live date. 7.5 Should Customer request onsite support services,Customer
1
Contract#:bocc.con.190.2015
Budget Line Item#: 119.35.92335.86000
shall reimburse Spillman for all labor,travel,and related Including any action based on negligence,arising out of the
expenses incurred by Spillman In providing such support performance of services under this Agreement,may be
services. brought by either party more than three(3)years after such
cause of action occurred. However,action for nonpayment
7.6 Additional Support Fees are also due if there is a significant may be brought within two(2)years the date of the last
Increase in Customer's size with respect to use of the payment was received by Spillman.
Licensed Program.An increase in size may arise either out
of Customer's internal growth or out of a Host Section 10:Termination
Agency/Shared Agency arrangement as described in
Section 2.5 and Attachment A of the License Agreement.
Relevant factors include number of employees,number of 10.1 This Agreement shall automatically terminate immediately
dispatchers and/or number of jail beds. Payment of such upon termination of the License Agreement for any reason.
additional Support Fees is due within thirty(30)days of the
date of the invoice for such fees. Such fees will be prorated, 10.2 Either party may terminate this Agreement:
based upon when during the contract year the increase in
Customer's size occurred. 10.2.1 if either Spillman or Customer provides a written
notice to the other party,at least 90 days prior to the
end of the then-current Term,of its intent to
Section S:Proprietary Rights terminate the Agreement at the end of such Term;or
8.1 All Releases and any other Spillman software or materials 10.2.2 Upon 30 days prior written notice,if the other party
provided by Spillman to Customer hereunder shall be has materially breached any provision of this
deemed part of the Licensed Program and are licensed to Agreement and the offending party has not cured
Customer pursuant to the terms and conditions of the such breach within the 30-day notice period.
License Agreement.
10.3 Following termination of this Agreement,Spillman shall
8.2 The Licensed Program and all Releases thereto are and immediately invoice Customer for all accrued fees,charges,
shall remain the sole property of Spillman,regardless of and reimbursable expenses;and Customer shall pay the
whether Customer,its employees,or contractors may have invoiced amount immediately upon receipt of such invoice.
contributed to the conception of such work,joined In the The License Agreement shall automatically terminate at the
effort of its development,or paid Spillman for the use of the same time as termination of this Agreement,and Customer
work product.Customer agrees,from time to time,to take shall promptly return to Spillman the Licensed Program and
such further action and execute any further instrument, all related documentation and materials,Including all
including documents of assignment or acknowledgment,as hereunder.Releases,work and materials provided by Spillman
may be reasonably requested by Spillman In order to
establish and perfect its exclusive ownership rights.
Customer shall not assert any right,title,or Interest In such
works,except for the non-exclusive right of use granted to Section 11:Miscellaneous
Customer at the time of its delivery or on-site development.
Customer agrees to provide Spillman with copies of such 11.1 Spillman and Customer acknowledge that they have read
works upon request. this Agreement in its entirety and understand and agree to
be bound by its terms and provisions. Spillman and
Customer further agree that this Agreement is the complete
Section 9:Disclaimer of Warranty&Limitation of and exclusive statement of agreement of the parties with
Liabilityrespect to the subject matter hereof and that this Agreement
supersedes and merges all prior proposals,understandings,
9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS and agreements,whether oral or written,between Spillman
AGREEMENT,SPILLMAN DISCLAIMS ANY AND ALL and Customer with respect to the subject matter hereof.
WARRANTIES CONCERNING THE LICENSED This Agreement may not be modified except by a written
PROGRAM,RELEASES,AND THE SERVICES TO BE
Instrument duly executed by the parties hereto.
RENDERED HEREUNDER,WHETHER EXPRESS OR 11.2 In the event that any term or provision of this Agreement is
WARRANTY
ARTED,INCLUDINGOMERCHANTABILITYBLIMITATION)OR
FITNESS ANY held invalid,illegal,or unenforceable,it shall be severed and
AR PARTICULAR OF PURPOSEORUSE. OR FOR A the remaining terms and provisions shall be enforced to the
OR maximum extent permitted by applicable law.
9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY 11.3 Neither party may assign its rights or duties under this
INDIRECT,COR INCIDENTAL
SPECIAL, WHATEVER,
E Agreement without the prior written consent of the other
EXEMPLARY,OR INCIDENTAL DAMAGES WHATEVER, party,except to a successor of all or substantially all of its
HOWEVER CAUSED,EVEN IF SPILLMAN HAS BEEN business and assets,
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The cumulative liability of Spillman to Customer for all
claims arising In connection with this Agreement shall not 11.4 The waiver by either party of any term or provision of this
exceed the total fees and charges paid to Spillman by Agreement shall not be deemed to constitute a continuing
Customer under this Agreement within the most recent 12- waiver thereof nor of any further or additional right that such
month period from the date the cause of action arose.
party may hold under this Agreement.
9.3 No action,whether based on contract,strict liability,or tort, 11.5 This Agreement will be governed by the laws of the state of
1
Contract#:bocc.con.190.201 5
Budget Line Item:
Utah,not including conflicts of laws provisions.The parties
hereby submit to the exclusive jurisdiction and venue of Utah
state and federal courts with respect to any action between the
parties relating to this Agreement.In any such action,the
prevailing party shall be entitled to an award of its reasonable
costs and attorneys'fees from the other party.
11.6 Any notices required or permitted under this Agreement
shall be in writing and delivered in person or sent by
registered or certified mail,return receipt requested,with
proper postage affixed,or sent by commercial overnight
delivery service with provisions for a receipt.
IN WITNESS WHEREOF,the parties have caused this
Agreement to be executed by their duly authorized
representatives as set forth below.
Section 12:Signatures
Accepted and Approved:
Customer
By:
Print Name:
Title:
Date:
Spillman Technologies,Inc.
By:
Print Name:Joe Lunt
Title: Vice President
Date:
14
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Section I:Ea/chase Sammsq
Spillman Software 215,841
Spillman Professional Services • Iociuded
3ad Patsy Pioducts&Services Included
TOW Purchase Price $ 215,841
Approved sa 4Aooeptadlyt Vol
alto lead this Agreement la itt cod heRbysppuoremd aooept the woo cud wailful of dill Asteosent ss cootaiaed hcteln.
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Section 2:Spillman Software
Description Ext.Price
integrated HUB with Gcobase Included
Computer Aided Dispatch(CAD) Included
CAD Mapping Included
E-911 Interface included
Alphanumeric Paging Interface Included
ProQA Interface Included
• Imaging Included
Pin Mapping/Crime Analysis Included
Colorado IBR Included
Premises Information Included
Alarm Tracking&Billing Included
State Link Included
Mobile Voiceless Dispatch 60 Licenses Included
Mobile Local Records Queries 60 Licenses Included
Mobile State Link 60 Licenses Included
Mobile AVL and Mapping(Automatic Vehicle Location) 60 licenses Included
See Section 7:Notes
Spillman Software Total: S 215,841
The functionality for the modules listed above arc contained within the Spillman Technical ProductDccscdption for each module and
can be requested by the Customer at any time.
The Spillman Technical Product Descriptions arc maintained and document the current functionality of Spillman modules through
enhancements,upgrades,etc.
CONPIDENTZV.AND PROPRIETARY INFORMATION OF SPILLMAN Page 2 oil Pages
(e)2005 Spillman Technologies,Inc.All dens reserved.
Section 3:Spillman Professional Services
Description Qty Ext.Price
Included
InstallationIncluded
Implementation and Project Management
IS months support and maintenance or warranty from signature date Included
Included
Training: Included
Agency Go Live Assistance(4 days)
Basic Application Administration Training Included
UNIX fundamentals Training Included
Gcobase Implementation Assistance Included
Pre-Implementation Meeting Included
Lesson Plans Included
Module Training for End Users: Included
Hub/Introduction to Spillman 2 classes - Included
Computer-Aided Dispatch(CAD) Included
Computer-Aided Dispatch 2 Classes Included
Racial Profiling(demo) 2 Classes Included
flub for Dispatchers 2 Classes Included
CAD Mapping Included
CAD Mapping User 2 Classes Included
CAD MappingAdministrator 1 Classes Included
Law Records Management Included
Law Enforcement Incident Management 2 Classes Included
Law Enforcement Case Management 2 Classes Included
Criminal History Records 2 Classes Included
Law Enforcement Field Interviews(web-based training) 2 Classes Included
Wanted Persons(web-based training) 2 Classes Included
Law Enforcement Intelligence(web-based training) 2 Classes Included
Colorado IBR Training 1 Class Included
Imaging(web based Training) 2 Classes Included
Pin Mapping 1 Classes _ Included
Premise Information 1 Classes Included
Personnel Management Included
Employee Records 1 Class Included
Employee Leave and Attendance 1 Class Included
Employee Service Timeand Position 1 Class Included
Mobile Training Included
State&R,115 Queries 3 Classes Included
Voiceless CAD&AVL 3 Classes Included
MDC Mobile Administrator 1 Class Included
Jail Management(training on Spillman Jail version 4.6) Included
Hub for Jail Personnel 2 classes Included
Introduction/Modify&Inmate Property Taken 2 classes Included
Medical Assessment,History/Meds&Risk 2 classes Included
Attest&Offense information 2 classes Included
•
Property Issue,Intake&Release Supp 2 classes Included
Express,Criminal,Quick&Inmate Log 2 classes Included
Events,Movement,Summary Info.,Reports 2 classes Included
Cash Accounts,Visitation 2 classes Included
Sentence&Commitments 2 classes Included
Billing Information 2 classes Included
Jail Management(training on Spillman Jail version 6.0,to be trained upon upgrade to Sente'x 6.0) Included
Hub for Jail Personnel 2 classes Included
Introduction/Modify&Inmate Property Taken 2 classes Included
Medical Assessment,History/Meds&Risk 2 classes Included
Arrest&Offense information 2 classes Included
Property Issue,Intake&Release Supp 2 classes Included
Express,Criminal,Quick Sr Inmate Log 2 classes Included
Events,Movement,Summary Info.,Reports 2 classes Included
Cash Accounts,Visimdon 2 classes Included
Sentence&Commitments 2 classes Included
Billing Information 2 classes Included
See Section 7:Notes
J
Services Totab Included
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN Pege3 of Pages
(e)2005 Spillman Technologies,Tau All rights mewed.
Section 4:3rd Party Products&Services
Description Qty Ext.Price
Network Support Modem(required for all new sales) 1 Included
ArcGIS License,single user(required for Geobase) 1 Included
Etherllte Serial Port(required for E-011) I Included
See Section 7:Notes
3rd Party Products Sr Services Total: Included
TOTAL PURCHASE PRICE: $ 215,841
Section 5:Second Year Maintenance
Second year maintenance fees are not included in the Purchase Price of this Agreement and is provided here as reference information only.Second-year maintenance
fees are charged beginning 15 months after the execution of this Purchase Agreement,regardless of the date on which Customer's actual use of the Spillman Software
began,except to the extent any delay In such use is due to the fault of Spillman Technologies.
Description
Integrated HUB with Gcobasc
Computer Aided Dispatch(CAD)
CAD Mapping
E-911 Interface
Alphanumeric Paging Interface
ProQA Interface
Imaging
Pin Mapping/Crime Analysis
Colorado IBR
Premises Informadon •
Alarm Tracking&Billing
State Link
Mobile Voiceless Dispatch 60 Licenses
Mobile Local Records Queries 60 IJcenses
Mobile Stare Link 60 Licenses
Mobile AVL and Mapping(Automatic Vehicle Location) 60 Licenses
Modules Currently Licensed Prior to this Purchase Agreement
Law Records
Evidence Management
Evidence Bar-coding Interface
Licenses and Permits
Pawn Property
Traffic Information
Civil Process
Personnel Management
Jail Management
LineScan Interface
Second Year Maintenance Total: $ 55,694
Section 6:Payment Terms
CATEGORY ATEGORY PAYMENT UP ON PAYMENT DUE JANUARY
TOTALS CONTRACT SIGNING 1S,2010
Software 215,841 107,921 107,920
Services Included
Hardware&3rd Party Included
Ora Year Maintenance Included
Total Purchase Price:[ 215,841
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2005 Spillman Technologies,Inc All rights reserved. Page 4 of F Pages
PURCHASE AGREEIVLENT
Section 7:Notes
2ND YEAR MAINTENANCE:
The Computer Software End-User Maintenance Agreement renewal cost on maintenance for year 3 and thereafter will based on an amount
to be determined by Spillman at the time of renewal.
If Customer is under a basic maintenance agreement and calls after normal coverage hours,maintenance services will be will be charged at
the hourly rate specified on the current Spillman Maintenance Fee Schedule.Rates are subject to change.
SUMMIT IMAGING:
The Summit Imaging module allows the agency to capture photos for names,employees,vehicles,premises,property,end evidence.The
picture will be shown on all screens defined for that picture type.Images can be imported from any working twain device such as digital
camera or scanner.Images can also be imported fmm a valid image file on the PC or file server.
General
—The Spillman software must be loaded on a Spillman-approved hardware PLATFORM,as outlined in current Spillman policies.
—Spillman technicians must have direct modem access to the server where the Spillman software Is loaded.
—A worldng TCP/IP network to each PC and server that needs access to the images.
--Pictures ran be stored on the Spillman Applications Sewer or a NT 2000 server.Each storage solution will have specific needs and
limitations that will have to be reviewed and a decision as to which you will use.
Hardware
—Digital input devices.Camera,scanner etc.
—Windows 98 machines will require the installation of a new Summit client to allow full functionality of the Summit Imaging product.
Software
--TCP/IP software on each PC and server.
—Spillman Imaging software.
--Twain device software loaded on all hardware that is required.
--File sharing software.
SUMMIT MOBILE:
Quote valid for wireless connection with a true TCP/IP connection.
Quote does not Include hardware installation.Future installations may be performed by the Customer.Should the Customer require
additional inetallndons,the Customer will be billed at current Spillman installation pricing.An adjusted quote reflecting the additional
installations may be requested.
CONFIDENTIAL AND PROPRIETARY INFORMATION OP sprris tN Page 5 of 9 Pages
(c)2005 Spillman Technologies,tee.All rights tamed.
GEOBASE IMPLEMENTATION(NEW OREXISTING SPILLMAN USER)
The following=two approaches the Training Department will take regarding Gcobasc training.The key to these options is who is going
to build and maintain the map in AreView.
APPROACH 1:GIS PERSONNEL
The agency has access to GIS personnel who knowESRf products(1.o.A.roView orArc nfo)and will build and maintain the
map.
—The Spillman Trainer that is Involved meets with the agency SAA and GIS personnel to discuss the desired structure of the map
for it to work with Gcobasc and CAD Mapping(if purchased).This Is a 4 hour meeting:
The trainer works with the GIS person via phone and email.It Is expected that the GIS person will periodically send a copy of
the map and appropriate layers for the trainer to review and make suggestions.
--When the map is near completion,a two day trip is scheduled.This two day trip is meant to accomplish the following:
o Move the map files onto the server.
o View error logs and show how to correct the errors.
o Test the files in a temporary database. •
o Address maintenance Issues within Spillman.
o Show the SAA how to activate Gcobasc within the live database.
APPROACH 2:NON-GIS PERSONNEL,
The agencyhas no access to GIS personnel who kno'v.ESRlproducts to build and maintain the map.
—The agency is given a list of materials to provide to the Spillman Training Department so the Spillman trainer can begin building a
map of the agency's jurisdiction.
--Once all the materials requested have been received,a three day trip is scheduled with the agency.
—A trip Is scheduled to train agency personnel about Gcobasc maintenance issues and loading the map text files onto the server(2
days).
—During the time between receiving the materials and the scheduled three day trip,the Spillman trainer will be working on the map.
The trainer will have started parts of all that needs to be done for the map to work in Geobase,but we make no guarantees as to
whatpeccentage of the map will be complete.This is because the amount of the map that gets completed Is dependent on how
timely the materials arc provided by the agency,as well as bow much of the map we choose to complete with the students during the
training sessions.
--During the three day trip,the trainer instructs the student(s)on how to use ArcVicwusing the map the trainer has worked on.
—After the three day trip,the student(s)are required to complete the map,working with the trainer via phone and email.
—When the map is near completion,a two day trip is then scheduled.This two day trip is meant to accomplish the following:
o Move the map files onto the server.
o View error logs and show how to correct the errors.
o Test the files in a temporary database,
o Address maintenance issues within Spillman.
o Show the SAA how to activate Gcobasc within the live database.
--CAD Mapping Administration and Setup arc covered during the normal SAA training.
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN Page G of 9 Pages
(c)2005 S9UmaaTelnologdn,Ine.All ighnreserved.
SUMMIT:
Hardware required:
A TCP/IP network with port 893 open to all Summit users.,also ftp and rcxcc available to the support modem.
Server requirements:
A Spillman Applications Server that is running the SUA MIT server software.Because of the resources needed to run additional
processes on the Spillman Applications Server,you need to evaluate your current CPU and memory usage.Each main screen that is
accessing the database requites approximately 10 MB of memory on the server.As a general rule,Spillman recommends 40 MB of server
memory for each user. If the CPU on your Spillman Applications Server Is currendy nearing its capacity,running more processes might
slow down your server.If this occurs,you might need to upgrade the CPU or install a second CPU.For an individual assessment of the
memory requirements for your agency's server,contact our Installation Department.
Third-party hardware required:
A Spillman-approved LAN support modem.
Client PC requirements:
The Spillman Customer Support Department recommends you use the fastest PCs available to you and that you install as much memory
as possible.You must also be running a Spillman-approved version of Microsoft Windows and be connected to the server via a TCP/IP
network.The following is a list of the minimum requirements:
Minimumltequirements General User User w/Multiple Screens,
—CPU 1.0 GHx 1.5 GHz+
—Memory 256 MB 512 MB
--Ethernet network card 10/100 Mbps 10/100 Mbps
--Network connection to Spillman 10 Mbps 100 Mbps
Applications Server
—Screen resolution(pixels) 1024 x 768 or greater 1024x768 or greater
--Colors provided by monitor and video 256 or more 256 or more
card
--Hard disk space 200 MB 200MB
17-inch minimum
—Monitor 17-inch 21-inch recommended
NOTE:You can run the SUMMIT 4.5 software one PC with fewer resources than specified in this document.However,if you
experience problems,Spillman Customer Support Technicians will recommend that you upgrade the PC before they address any
problems on that PC.It should also be noted that these specifications arc for PC's only running the Summit application.If you run other
applications while running Summit,you will have to accommodate for the increased resources(RAM,CPU,network bandwidth,etc)
required by the additional programs.Before troubleshooting Summit performance issues,all additional programs on the PC being tested
must be closed.
Contact the Installation or Development department at Spillman Technologies,Inc.if your agency plans to use a Network Information
System(NIS)or Pluggable Authentication Module(PAM)authentication.On a case-by-case basis,Spillman will need to determine whether
SUMMIT 45 will work with NIS or PAM.
CONFIDENTIAL.AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2005 Spillman Technologies,Inc All rights reserved. Page 7 oro Psgn
STATELINK,E911 OR LIVESCA.N;
When the Customer has purchased a license to the Llvescan,911 and/or Statelink interfaces(the"Interface(s)"),the following terms shall
apply with respect to the sec up and testing fees for such Interface(s):
The parties acknowledge that the use of these Interfaces requires that the Customer obtain access to services provided by third party
agencies. If Customer does not acquire the applicable third patty services within six(6)months from the date Spillman has installed the
functional Spillman software(except to the extent the delay is caused by Spillman),Spilman shall have the option to terminate its pricing
commitment for the set up and testing services for such Interfsce(s),effective upon written notice. In such event,Spillman shall refund or
credit(at Spillman's option)to the Customer fees paid for such set up and testing services. If Customer later acquires the third party
services used In connection with the Interface(s),Spillman agrees to provide the set-up and testing services for the Interfacc(s) to the
Customer at its then current fee for such services.
Additionally,If the third party agency modifies the Interface specifications,Spillman may revise its pricing for the Interface set up and
testing service if such service is requested by the Customer after the six-month period described above,whether or not Spillman previously
terminated its pricing commitment for such service.
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLS AN
(c)20055putum Technologies,Inc.All tights reserved Page 8 of 9 Pages
Section 8:Agreement Terms
1.This Agreement only covers the products and services listed herein.
2.Customer agrees to pay all Invoices within thirty(30)days of Invoice date,
3.Customer agrees to pay Spillman the Agreement Purchase Price according to the payment terms stated in Section 6.The Agreement
Purchase Price Is valid only through the expiration date indicated and only if all listed products and services are purchased as a complete
package. ("Purchase Price"does not include second year maintenance fees)
4.Customer is solely responsible for the payment of any and all sales and use taxes resulting from the purchase of the products and services
described herein.
S.When signed by an authorized Customer representative this Agreement serves as the Purchase Agreement between Customer and Spillman.
6.This Agreement Is subject to all terms and conditions in the corresponding,valid Computer Software}and-User License Agreement(the
"License Agreement')and the related Maintenance Agreement between Customer and Spillman.
7,Arty of the following events shall constitute a"default"under this Agreement;
a.Customer's failure to pay Spillman any charges,costs,or other payment accruing herein,If such failure has not been corrected within ten
(10)calendar days after Spillman has given Customer written notice of such failure,or
b.Spillman's failure to perform any obligations set forth in this Agreement,if such failure has not been corrected within thirty(30)days
after Customer has given Spillman written notice of such failure.
8. Upon occurrence of a default,the non-defaulting party may:
a.Terminate this Agreement and invoke all sights the patty possesses up to termination,and
b.In addition to the forgoing,seek any other remedies that may be available at law or in equity.
9.Customer acknowledges that the monetary obligations of the Customer to Spillman under this Agreement constitute a commercial account.
Customer shall pay,In addition to all other amounts owed to Spillman,interest calculated at one-and-one-half percent(1.5%)per month on
all amounts that have not been paid to Spillman pursuant to the terms of this Agreement,or the highest rate permitted by law,whichever is
less.Customer shall also be liable for all costs of collection,including reasonable attorney's fees whether or not a suit is instituted.Any delay
or failure of either party in exercising any tight hereunder,or any partial exercise thereof,shall not be deemed to constitute a waiver of any
right granted hereunder or at law.
•
CONPIDENTIALAND PROPRIETARY INFORMATION OFSPII]2SAN
()2005 Spillman Technologies,Inc.All right,reamed Page 9 of 9 Pages
COMPUTER SOFTWARE
END-USER LICENSE AGREEMENT
ATTACHMENTA
SHARED AGENCY COMPUTER SOFTWARE
END-USER LICENSE AGREEMENT
•
(ii/true e) any Spillman services beyond the license to use
the Licensed Program.
This
Agreement,together with a Computer Software 2,2 The Warranty term for the Licensed Program is
End-User License Agreement(the"License limited to the remaining Warranty term granted
Agreement')and one or more executed Sales Quote through the Host Agency's License Agreement.
I Purchase Agreements(the"Purchase Agreement"),
constitute one integrated agreement and is the Accepted and Approved:
complete and exclusive statement of Spillman's
obligations and responsibilities with regard to Custom/7
licensing software.All capitalized terms used and not . 13 , /"IA t
l f
otherwise defined therein shall have the definitions y "
41,-cei.,-„,—
given to such terms in the License Agreement.
Definitions: Print Name: /!-. t1 R��t.re.441,64.•—•
Shared Agency. A"Shared Agency"IS an agency Title: �vN'
that has purchased the right and license to use the Date:
same copy of a Spillman Licensed Product currently
licensed by another agency as Licensee(Host
Agency). Spillman Technologies,Inc.
Host Agency. A"Host Agency"is a current Spillman Sy:
Licensee that has authorized and agteed to"share"
the use of their Spillman Licensed Product with the Print Name:Lance Clark`
Shared Agency.
Title: President
Section 1: License.
•
❑ate:
Spillman grants to Shared Agency a non-exclusive, •
non-transferable license to use the same copy of the
"Licensed Program"and related materials,which are
presently licensed to a Host Agency,subject to the
terms and conditions set forth in the License
Agreement,as well as the terms and conditions
specified in Section 2,below. Shared Agency agrees
to comply with all such terms and conditions. This
license may be terminated at any time if Shared
Agency breaches such terms,_
Section 2: Scope of Rights.
2,1 Shared Agency understands that all assistance
and support for the Licensed Program may be
obtained only through the Host Agency. This
Agreement does not entitle Shared Agency to
seed 666'ON smoni0INf1WW03 AJNnoD WdLt7:6 6002'1 'Nf1L'
SPIL LMAN®
COMPUTER SOFTWARE END-USER
SUPPORT AGREEMENT
11/1/2007 Spillman. Extended 24 hour coverage is available 7 days a
week and will be billed at an hourly rate to the Customer.
Table of Contents
1.2 Enhancement. Any modification or addition that,when
Section 1:Definitions 1 made or added to the Licensed Program,changes its utility,
Section 2:Eligibility For Support 2 efficiency,functional capability,or application,but that does
Section 3:Scope of Services 2 not constitute solely an Error Correction. Spillman may
Section 4:Services Not Covered by this Agreement 2 designate Enhancements as minor or major,depending on
Section 5:Obligations of Customer 3 Spillman's assessment of their value and of the function
Section 7:Fees and Charges 3 added to the preexisting Licensed Program.
Section 8:Proprietary Rights 4
Section 10:Termination 4 1.3 Error. Any failure of the Licensed Program to conform in all
Section 11:Miscellaneous 4 material respects to its functional specifications as published
Section 12:Signatures 6 from time to lime by Spillman,subject to the exceptions set
forth In Section 4.
This Support Agreement("Agreement")is made and entered into 1.4 Error Correction. Either a software modification or addition
by and between: that,when made or added to the Licensed Program,
establishes material conformity of the Licensed Program to
Spillman Technologies,inc.("Spillman") the functional specifications,or a procedure or routine that,
4625 West Lake Park Blvd. when observed in the regular operation of the Licensed
Salt Lake City,Utah 84120 Program,eliminates the practical adverse effect on
Customer of such nonconformity.Error Correction services
and are subject to the exceptions set forth in Section 4.
Board of County Commissioners of Pitkin County("Customer") 1.5 Licensed Program. One or more of the computer software
506 East Main Street components and/or software interfaces developed by
Aspen,CO 81611 Spillman,as identified in one or more Sales Quote/Purchase
Agreements between the parties(the"Purchase
Agreement"),and which Is licensed to Customer pursuant to
•
the License Agreement. The Licensed Program specifically
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL excludes computer software not developed by Spillman,but
NOT COMMENCE UNTIL AN AUTHORIZED that might be used In conjunction with the Spillman software; •
REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS such as,word processors,spreadsheets,terminal
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF emulators,etc. The Licensed Program includes certain
SPILLMAN HAS RECEIVED,APPROVED,AND EXECUTED A "Utilities",as that term is defined below:
COPY OF IT AS EXECUTED BY CUSTOMER.
WHEREAS,Spillman and Customer entered Into that certain Spillman provides certain software utilities and tools(collec-
tively,the"Utilities")as part of the Licensed Program. Such
Computer Software End-User License Agreement(the"License Utilities include Spillman's XML Query,ODBC
Agreement")under which Customer obtained a non-exclusive, Implementation code,ctperi,dbdump,and dbioad as well as
nontransferable license to use certain computer software in any other software utilities provided by Spillman in
object code form and related user documentation(the"Licensed connection with the Licensed Program. Spillman may add,
Program",as further defined below)on certain terms and modify or remove Utilities from the Licensed Program during
conditions; the term of this Agreement. The Utilities contain material
that is proprietary to Spillman and/or its licensors,and may
WHEREAS,Spillman desires to offer Customer certain services be used only as permitted by this Agreement.
with respect to the Licensed Program on the terms and