HomeMy WebLinkAboutbocc.con.191.2015 7/2015 kjm
�rr>�IN Pitkin County
COuNTContract 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(a�pitkincounty.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 191.2015
Project Name Public Safety Software Maintenance
Contractor Spillman Technologies,Inc.
Budget Line Item Click here to enter text.
Additional Budget Line Item(s) 119.35.00000.82480($22,802.50)
and special notes to Finance 001.39.00336.82480($44,052.50)
Contract Start Date 1/1/2016
Contract End Date 12/31/2016
Automatic Renewal Yes ❑ No i1
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 Dispatch
Project Manager Alex Burchetta Project Manager 401-3544
(interim) Phone
Provide a brief description of the contract:
The Contractor is our licensed provider of Public Safety Software,this contract is for the maintenance
and support service required by the County.
Contract Value Summary:
Contract Amount $66,855.00
This Change order/Amendment amount(if applicable)
New Contract Total
Procurement Method:
None ❑ Informal❑ Formal ❑ Sole Source r Emergency 0 Contract Renewal 0
Contract Type:
Services/Maintenance ►1 Construction ❑ Goods,Equipment, Supplies ❑
Change Order/Amendment 0 Other,please explain 0 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# /9/• 2-0 LS Rev 8.25.11 jaa
Budget Line Item#
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: July 13, 2015
FROM: Bruce Romero, Emergency Dispatch Director
Proposed Contractor: Spillman Product/Service: Spillman System Maintenance
and Software Licensing
Estimate expenditure for the above construction service: $ 67,179.00
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc):
Explain:
Original manufacturer of software used for Computer Aided Dispatch (CAD), Law Records Management, and
Jail Records Management.
The undersigned requests that Pitkin County waive other procurement requirements and recognize this
transacti•• • a s. = ource exception to the Pitkin County Procure ent Code.
7/x22/5 L/ (��. 1 s v 3 i c
Bru'omero, Dept. Head Date: Ron Ryan, Section Head Date
Approved Denied Reason for Denial:
Jon 'eacock, County Manager Date
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract
with coversheet to clerk's office for archiving.
1
Contract# Rev 8.25.11 jaa
Budget Line Item# 119.35.92335.86000
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: July 21,2015
FROM: Bruce Romero, Emergency Dispatch Director
Proposed Contractor: Spillman Product/Service: Spillman System interface
with Everbridge paging
Estimated expenditure for the above service: $ 15,250
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer,no regional distributor, standardization etc):
Explain:
Spillman is the original manufacturer of software used for Computer Aided Dispatch(CAD), Law Records
Management, and Jail Records Management. This turn-key interface is between the Spillman CAD system
and the Everbridge paging product for the purpose of notifications.
The undersigned requests that Pitkin County waive other procurement requirements and recognize this
transaction . . •le source exception to the Pitkin County Procureme t Code.
Bruce •omero, Dept. Head Date: Ron Ryan, Section ead Date
Approved Denied Reason for Denial:
Jon Peacock, County Manager Date
1
Contract#: bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
0, , [
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•
CONTRACT FOR PROVISION OF SERVICES
Spillman Technologies,Inc. System Maintenance
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 January 1, 2016 to December 31, 2016. At the expiration
of the initial term, the contract may be extended for five (5) additional terms of one (1) year terms by the
express written consent of both parties.
2. Contractor's Obligations. Contractor has previously licensed certain Public Safety Software at the
County's Communications Center. Contractor shall also provide the maintenance and support services for
all modules found on Exhibit A. Duties of the Contractor and the County are found on Exhibit A.
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 2. It is
expressly understood and agreed that in no event will the total compensation and reimbursement to be paid
hereunder exceed the sum of sixty six thousand eight hundred fifty five dollars ($66,855.00)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.
Customer shall pay Contractor the Support Fee, as set forth in the Purchase Agreement, and any other
charges or fees described herein. Contractor reserves the right to change its Support Fee,effective upon no
less than 90 days prior written notice to County. Second-year level support fees, as referenced in the
Purchase Agreement between Contractor and County, are charged beginning 15 months after
the execution of the Purchase Agreement, regardless of date on which County's actual use of the Licensed
Program began, except to the extent any delay in such use is due to the fault of the Contractor.
Additionally, adjustments to Support Fees may result from changes in (1) software prices, (2) number of
software modules used, (3) an increase in County's size (as further described in Section 7.6), (4)
computer hardware, (5) Coverage Hours selected by Customer, or_(6)violation of the restrictions set
forth in Exhibit A: Contractors Support Agreement, Section 4.4.
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
1
Contract#: bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
granted to the County by Contractor in the purchase, Iicense and support agreements between the parties
(the"Spillman Agreements") as described in the attached Exhibits A and B.
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, Girmy 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
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. However,
Contractor is not required to refund any amounts previously paid by the County to Contractor as prepaid
support and maintenance fees.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.
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
standard 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.
2
Contract#:bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
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, 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.
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
3
Contract#:bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
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.
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
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Contract#: bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
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):
❑(1)Performance Bond $
❑Labor and Material $
❑Payment Bond $
❑ (2) Professional Errors and Omissions
0(3) Aircraft Liability
11(4) Owner's Protective
0(5) Builder's Risk
0(6) Boiler and Machinery
0 (7) Loss of Use Insurance
0(8) Pollution Liability
❑(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."
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Contract#:bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
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).
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
6
Contract#: boce.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
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:
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.
Contract#:bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
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.
8
Contract#:bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
IN WITNESS WHEREOF,the parties have executed this contract as of the date first set out herein above.
SPILLMAN TECHNOLOGIES,INC. (CONTRACTOR):
By: /eic 44/t t:40,i 4i
Tit1A/c c (,A- cc,,/ice-s. /0/zh,—
Date •
PITKIN COUNTY, COLORADO:
REGIONAL EMERGENCY DISPATCH CENTER
By: �„ _.
Eme gency Dispatch Director Date
By:
Coun y Manager Date
By: - /2
Jo .•qty Attorney bate
9
Contract#: bocc.con.191.2015
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
EXHIBIT A
SPILLMAN®
COMPUTER SOFTWARE END-USER
SUPPORT AGREEMENT
I
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
9/1/2011 1.3 Error. Any failure of the Licensed Program to conform in all
material respects to its functional specifications as published
Table of Contents from time to time by Spillman,subject to the exceptions set
forth in Section 4.
Section 1:Definitions 1 1.4 Error Correction. Either a software modification or addition
Section 2:Eligibility For Support 1 that,when made or added to the Licensed Program,
Section 3:Scope of Services 2 establishes material conformity of the Licensed Program to
Section 4:Services Not Covered by this Agreement 2 the functional specifications,or a procedure or routine that,
Section 5:Obligations of Customer 3 when observed in the regular operation of the Licensed
Section 7:Fees and Charges 3 Program,eliminates the practical adverse effect on
Section 8:Proprietary Rights 4
Section 10:Termination 4 Customer of such nonconformity.Error Correction services
Section 11:Miscellaneous 4 are subject to the exceptions set forth in Section 4.
Section 12:Signatures 5 1.5 Licensed Program. One or more of the computer software
components and/or software interfaces developed by
This Support Agreement("Agreement')is made and entered into Spillman,as identified In one or more Sales Quote/Purchase
by and between: Agreements between the parties(the"Purchase
Agreement"),and which is licensed to Customer pursuant to
Spillman Technologies,Inc.("Spillman") the License Agreement. The Licensed Program specifically
4625 West Lake Park Blvd. excludes computer software not developed by Spillman, but
Salt Lake City,Utah 84120 that might be used in conjunction with the Spillman software;
such as,word processors,spreadsheets,terminal
emulators,etc. The Licensed Program includes certain
and "Utilities",as that term is defined in Section 7.1 of the
License Agreement.
("Customer")
1.6 Releases. New versions of the Licensed Program,including
all Error Corrections and Enhancements.
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL
NOT COMMENCE UNTIL AN AUTHORIZED 1.7 Response Time. Within six(6)Coverage Hours,from the
REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS time Customer first notifies Spillman of an Error until
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF Spillman initiates work toward development of an Error
SPILLMAN HAS RECEIVED,APPROVED,AND EXECUTED A Correction.
COPY OF IT AS EXECUTED BY CUSTOMER.
1.8 Spillman Application Administrator.An agent of
WHEREAS,Spillman and Customer entered Into that certain Customer who has been certified on the Licensed Program
Computer Software End-User License Agreement(the"License by Spillman,pursuant to the procedures set forth in Section
Agreement")under which Customer obtained a non-exclusive, 6,and is able to communicate effectively with Spillman
nontransferable license to use certain computer software in support personnel in the description and resolution of
object code form and related user documentation(the"Licensed problems associated with the Licensed Program.
Program",as further defined below)on certain terms and
conditions; 1.9 Term. An initial period of fifteen(15)months,commencing
on the date this Agreement Is signed. Thereafter,the Term
WHEREAS,Spillman desires to offer Customer certain services shall automatically renew for successive periods of one year
with respect to the Licensed Program on the terms and each,unless and until terminated pursuant to Section 10
conditions set forth herein: hereof. In no event,however,shall the Term extend beyond
the term of the License Agreement.
NOW THEREFORE,in consideration of these recitals and the
mutual obligations herein,the parties hereto,intending to be Section 2:Eligibility For Support
legally bound,hereby agree as follows:
2.1 Spillman's obligation to provide Services with respect to the
Section 1:Definitions Licensed Program may be terminated pursuant to Section
10.2.2 or suspended,at Spillman's discretion, if at any time
For the purposes of this Agreement,the following definitions shall during the term of this Agreement any of the following
apply to the respective capitalized terms: requirements are not met:
1.1 Coverage Hours. The hours between 8:00 AM and 5:00 2.1.1 Customer must have a valid License Agreement for
PM,Mountain time,on the days Monday through Friday, the Licensed Program in effect at all times;
excluding regularly scheduled holidays of Spillman
2.1.2 The Licensed Program must be operated on a
1.2 Enhancement. Any modification or addition that,when hardware platform approved by Spiliman;and
made or added to the Licensed Program,changes its utility,
efficiency,functional capability,or application,but that does 2.1.3 Customer must be current and in compliance with
not constitute solely an Error Correction. Spillman may the payment schedule as agreed in the Purchase
designate Enhancements as minor or major,depending on Agreement.
Spillman's assessment of their value and of the function
added to the preexisting Licensed Program. 2.2 Spillman may require Customer to appoint a new Spillman
Application Administrator if Spillman determines that the
1
Budget Line Itern#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
acting Spillman Application Administrator does not have the
training or experience necessary to communicate effectively 4.1 Support for any third party products including hardware,or
with Spillman support personnel. 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
to,cabling,communication lines, routers,connectors,and
During the Agreement Term,Spillman shall render the following network software.
services in support of the Licensed Program,during Coverage
Hours: 4.3 Restoration and/or recovery of data files and/or the
operating system.
3.1 Spillman shall maintain a Support Services Control Center
capable of receiving from the Spillman Application 4A Any breach of warranty,damages to the Licensed Program
Administer,by telephone,reports of any software or its database,data corruption,or support issues,security
irregularities,and requests for assistance in use of the issues,or performance issues arising out of Licensee's or a
Licensed Program. third party's use of the Utilities or any other software not
specifically licensed by Spillman to Licensee for use in
3.2 Spillman shall maintain a trained staff capable of rendering connection with the Licensed Program. Any assistance
support services set forth in this Agreement. provided by Spillman in resolving such problems shall be
charged to Customer on a time and materials basis.
3.3 Spillman shall be responsible for using all reasonable Additionally,any unauthorized use of the Utilities or other
diligence in correcting verifiable and reproducible Errors software In connection with the Licensed Program by
when reported to Spillman in accordance with Spillman's Licensee(or by a third party with Licensee's knowledge)
standard reporting procedures. Spillman shall,after may result,at Spillman's sole option, in voidance of
verifying that such an Error is present,initiate work in a warranties,an increase in the annual maintenance and
diligent manner toward development of an Error Correction. support fees under this Agreement,and/or loss of rights to
Following completion of the Error Correction,Spillman shall upgrades under this Agreement. Customer acknowledges
provide the Error Correction through a"temporary fix' and agrees that it is not licensed to utilize the"write"or
consisting of sufficient programming and operating "update"features of the Utilities,as such use may damage
instructions to implement the Error Correction,and Spillman the database or cause other problems with the operation of
shall include the Error Correction in all subsequent Releases the Licensed Program.
of the Licensed Program. Spillman supports two(2)
versions back from the most recent release version. 4.5 Support for Licensed Program problems caused by
However,Spillman shall not be responsible for correcting Customer misuse,alteration or damage to the Licensed
Errors in any version of the Licensed Program other than the Program or Customer's combining or merging the Licensed
most recent release. Program with any hardware or software not supplied by or
identified as compatible by Spillman,customizing of
3.4 Spillman may,from time to time,issue new Releases of the programs,accident,neglect,power surge or failure,
Licensed Program to its customers generally, containing lightning,operating environment not in conformance with the
Error Corrections,minor Enhancements,and, in certain manufacturer's specifications(for electric power,air quality,
instances,if Spillman so elects,major Enhancements. humidity or temperature),or third party software or hardware
Spillman reserves the right to require additional license fees malfunction.
for major Enhancements. Spillman shall provide Customer
with one copy of each new Release,without additional 4.6 Supporting,configuring,maintaining,or upgrading the
charge. Spillman shall provide reasonable assistance to operating system,including,but not limited to,backups,
help Customer Install and operate each new Release, restores,fixes,and patches.
provided that such assistance,If required to be provided at
Customer's facility,shall be subject to the supplemental 4.7 Assistance with problems caused by operating system
charges set forth in Spillman's current Fee Schedule. installation,configuration,errors,maintenance or repair,or
using incorrect versions of the operating system.
3.5 Spillman shall consider and evaluate the development of
Enhancements for the specific use of Customer and shall 4.8 On-site service visits to Customer's facility.
respond to Customer's requests for additional services 4.9 Printers connected to the back of terminals/personal
pertaining to the Licensed Program(including,without computers(commonly called pass-through printing)or
limitation,data conversion and report-formatting assistance), network printers are not supported by Spillman.
provided that such assistance,if agreed to be provided,shall
be subject to supplemental charges mutually agreed to in
writing by Spillman and Customer. Section 5:Obligations of Customer
5.1 Customers using the Spillman product must maintain and
Section 4:Services Not Covered by this provide,at no cost to Spillman,broadband internet
connectivity for VPN connection purposes and a Cisco 1811
Agreement integrated services router and data set,or equivalent LAN to
LAN,connected directly to customer's network,with full
The services identified in this section are specifically NOT access to the server(24 hours per day,7 days per week)that
covered by this Agreement. Spillman strongly recommends is used with the Licensed Program.
that Customer secure a separate support agreement with third
party vendors for all non-Spillman products. Spillman may,in 5.2 A representative of Customer's IT department must be
Its discretion,provide such services to Customer upon request, present when any on-site support is provided. Customer
for an additional fee as the parties may agree in writing.
1
Budget Line Item#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance: 001.39.00336.82480($44,052.50)
agrees that if such representative is not present when the be qualified to address,or have other support resources to
Spillman representative arrives on site,the Spillman address,without the aid of Spillman,all problems relating to
representative shall notify an appropriate representative of hardware,software or operating system not directly
Customer,if feasible,that there is no Customer IT associated with the Licensed Program.
representative present. If Customer's IT representative
does not arrive within a reasonable time,no work will be
performed and Customer will be charged for all expenses Section 7: Fees and Charges
incurred and relating to the visit.
7.1 Customer shall pay Spillman the Support Fee, as set forth in
5.3 All communications between Customer and Spillman must the Purchase Agreement,and any other charges or fees
be in the English language. described herein. Spillman reserves the right to change its
Support Fee,effective upon no less than 90 days prior
5.4 Customer is responsible for providing one or more qualified written notice to Customer. Second-year level support fees,
Spillman Application Administrators as described in Section as referenced in the Purchase Agreement between Spillman
6.At least one Spillman Application Administrator must be and Customer, are charged beginning 15 months after the
available at all times(however,after-hours availability is execution of the Purchase Agreement,regardless of date on
required only when and if Customer is requesting after-hours which Customer's actual use of the Licensed Program
support from Spillman). began,except to the extent any delay in such use is due to
the fault of Spillman.Additionally,adjustments to Support
5.5 Customer is responsible for providing all network and server Fees may result from changes in(1)software prices, (2)
security. number of software modules used,(3)an increase in
Customer's size(as further described in Section 7.6),(4)
5.6 Customer must provide Spillman with information sufficient computer hardware,(5)Coverage Hours selected by
for Spillman to duplicate the circumstances under which an Customer,or(6)violation of the restrictions set forth in
Error in the Licensed Program became apparent. Section 4.4 of this Agreement.
7.2 Spillman shall invoice Customer for annual Support Fees at
Section 6: Spillman Application Administrator the beginning of each contract year. In the event that
Requirements additional billable work is performed,all billable charges and
expenses will be invoiced to Customer at the beginning of
6.1 The designated Spillman Application Administrator must be the month following the month in which they accrued or were
certified by Spillman within one year of the agency's go-live incurred. Customer shall pay the invoiced amounts
date of the Licensed Program. The designated immediately upon receipt of such invoices. Any amount not
administrator must meet the following requirements in order paid within thirty(30)days after the invoice date shall bear
to certify at the basic level: interest at the lesser of eighteen(18)percent per year or the
highest rate allowed by applicable law.
6.1.1 Attend and participate in,and successfully pass the
final written and practical examinations from the 7.3 Customer shall be responsible for and agrees to pay the
following courses within one hundred twenty(120) fees and charges incurred for procuring,installing,and
days of installation of the Licensed Program: maintaining all equipment,telephone lines,modems,
communications interfaces,networks and other products
i. System Introduction—Inquiry, necessary to operate the Licensed Software.
ii. System Introduction—Data Entry&Modification,
iii.Unix Fundamentals Training(AIX,or HP-UX), 7.4 Customer agrees to pay additional charges according to the
iv.Basic System Administration,and Spillman Fee Schedule for all work required by Customer
v. Spillman training applicable for the Spillman and performed outside of Coverage Hours. These charges
applications used by Customer. are applicable for any work performed outside of the
Coverage Hours, REGARDLESS OF THE CAUSE,even if
6.1.2 Pass the Basic SAA exam within one year after the the requested work was reported and/or initiated during
agency's go-live date. normal Coverage Hours.
6.2 Customer will be responsible for the costs of such 7.5 Should Customer request onsite support services,
training,including any course fees,travel and lodging Customer shall reimburse Spillman for all labor,travel,and
expenses. related expenses incurred by Spillman in providing such
support services.
6.3 Contact information for the Spillman Application
Administrators must be recorded in Appendix A of this 7.6 Additional Support Fees are also due if there is a significant
Agreement. Appendix A must be signed by an increase in Customer's size with respect to use of the
authorized representative of Customer.Changes to the Licensed Program.An increase in size may arise either out of
information recorded in Appendix A will require that a Customer's internal growth or out of a Host Agency/Shared
new Appendix A be completed,signed and filed with Agency arrangement as described in Section 2.5 and
Spillman. Attachment A of the License Agreement.Relevant factors
include number of employees,number of dispatchers and/or
6.4 Requests for support services received by anyone other number of jail beds. Payment of such additional Support Fees
than a Spillman Application Administrator as identified in is due within thirty(30)days of the date of the invoice for such
the current Appendix A on file with Spillman,will be fees. Such fees will be prorated,based upon when during the
refused. contract year the increase in Customer's size occurred.
6.5 Each designated Spillman Application Administrator must
1
Budget Line ltem#: Maintenance: 119.35.00000.82480($22,802.50)
Maintenance:001.39.00336.82480($44,052.50)
Section 8:Proprietary Rights 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 breathed 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 Releases,work and materials provided by Spillman
may be reasonably requested by Spillman in order to hereunder.
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
Liability respect 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
IMPLIED, INCLUDING(WITHOUT LIMITATION)ANY 11.2 In the event that any term or provision of this Agreement is
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A held invalid,illegal,or unenforceable,it shall be severed and
PARTICULAR PURPOSE OR USE. the remaining terms and provisions shall be enforced to the
maximum extent permitted by applicable law.
9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY
INDIRECT,CONSEQUENTIAL,SPECIAL, PUNITIVE, 11.3 Neither party may assign its rights or duties under this
EXEMPLARY,OR INCIDENTAL DAMAGES WHATEVER, Agreement without the prior written consent of the other
HOWEVER CAUSED,EVEN IF SPILLMAN HAS BEEN party,except to a successor of all or substantially all of its
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. business and assets.
The cumulative liability of Spillman to Customer for all 11.4 The waiver by either party of any term or provision of this
claims arising in connection with this Agreement shall not Agreement shall not be deemed to constitute a continuing
exceed the total fees and charges paid to Spillman by
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.
11.5 This Agreement will be governed by the laws of the state of
9.3 No action,whether based on contract,strict liability,or
tort,including any action based on negligence,arising out
of the performance of services under this Agreement,
may be brought by either party more than three(3)years
after such cause of action occurred. However,action for
nonpayment may be brought within two(2)years the date
of the last payment was received by Spillman.
Section 10:Termination
10.1 This Agreement shall automatically terminate
immediately upon termination of the License Agreement
for any reason.
10.2 Either party may terminate this Agreement:
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
terminate the Agreement at the end of such Term;
1
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:
Spilhn an-Technologies.Inc.
Print Name: -Se/Grief /74-,A..a-,n. o'i'li i
Title: Vice President ,4 / .(.c I
Date: PZ l e II
15