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Home My WebLink AboutC11-029 CCI Second Addendum to Master License Service and Support Agreement�, January 6, 2011 Mr. Mike Murray Eagle County 500 Broadway, Suite 106 P. O. Box 479 Eagle, CO 81631 Re: Addendum to Master License Services and Support Agreement Dear Mike, Per your phone notification from Ko Clifton, please find enclosed two copies of the corrected Addendum to Master License Services and Support Agreement. The change to the original Addendum is to the first sentence of paragraph five under section 32. Please sign both originals, replacing your copy with one and returning the second original to us in the enclosed, addressed and postage paid envelope. We apologize for any inconvenience this may have caused. If you have any questions, please contact Ko or myself. Best regards, Beth C. AYdrich Director of Operations 1109 Oak Park Drive, Fort Collins, CO 8 0525 • .800.806.7896 coloradocustomware.com Second Addendum to Master License Services and Support Agreement between CCI and Eagle County (its board members, officers, employees, agents and other officials). Strike in its entirety Section 32 and replace it with the text below: 32. Quiet Possession and Usage The JURISDICTION upon paying the amounts due hereunder and performing all other covenants, terms and conditions on its part to be performed hereunder, may and will peacefully and quietly have, hold, possess, and benefit from The System for the term provided without suit, molestation or interruption. After execution of the Master License, Services and Support Agreement, and following full payment of license fees, CONTRACTOR grants to JURISDICTION a perpetual non - exclusive license to use the CONTRACTOR's software delivered pursuant to this Agreement subject to compliance by JURISDICTION with all of its Agreements with CONTRACTOR, but regardless of JURISDICTION's exercise of its options to continue or renew the Master Software License and Support Agreement. CONTRACTOR or Subcontractor as applicable shall retain full and perpetual ownership rights to the software, with JURISDICTION having only those rights specifically provided in writing by the Master Software License and Support Agreement. JURISDICTION hereby acknowledges that the same or similar software may be sold, licensed or leased by CONTRACTOR to other users or agents. The license of the software by CONTRACTOR to the JURISDICTION includes a clear license to the software with a perpetual non - exclusive right of the JURISDICTION to use the software in the JURISDICTION's jurisdiction. CONTRACTOR hereby agrees to permit JURISDICTION to make copies of the software for backup purposes. JURISDICTION hereby agrees not to make copies for sale, distribution, or any purpose other than its own internal use. JURISDICTION may not sell, lease, transfer, assign, or license the software to a third party without prior written permission from CONTRACTOR. JURISDICTION agrees not to remove statements of copyrights, trade secrets, or proprietary rights which appear in the software or documentation. JURISDICTION also agrees to take such reasonable steps as required or requested by CONTRACTOR from time to time in order to protect CONTRACTOR's rights in the software. Source Code will be made available to the JURISDICTION in the event of termination of this agreement due to inability of CONTRACTOR to provide service. This transfer event will not modify or contradict the other conditions set forth of this section. All third party applications and controls required to view the source code is the responsibility of the JUSRISDICTION. CONTRACTOR is not responsible for compilation of code or support of any kind for the source code. IN WITNESS WHEREOF, JURISDICTION and COLORADO CUSTOMWARE, INC. have executed this Second Addendum to Master License Services and Support Agreement on this day of 2011. COLORADO CUS AWAR�NC. CORPORATE SSEAL � Title: Date: kl� / 111 Witness: ( �C Name: ( � �� (u 1 jG�l! i C- U- Title: Witness: Name: Title: Date: Date: \1 — 7 11 � Master License, Services, and Support Agreement This Agreement, entered into as of this 22rd day of December, 2010, by and between Eagle County, State of Colorado (hereinafter referred to as "JURISDICTION "), and Colorado CustomWare, Inc., doing business of 1109 Oak Park Drive, Fort Collins, CO 80525 (hereinafter referred to as "CONTRACTOR "). 1. Identity of Parties COLORADO CUSTOMWARE, INC., ( "CONTRACTOR ") is a Corporation duly and validly existing in good standing under the laws of the State of Colorado, and is duly qualified to own its properties and conduct its business. Eagle County ( "JURISDICTION ") "is a political subdivision of the state of Colorado and is duly qualified to own its properties and perform county functions." 2. Structure of Agreement This Agreement is awarded by JURISDICTION to CONTRACTOR, pursuant to its selection as the successful vendor to replace a JURISDICTION owned computerized system with CONTRACTOR'S COMPUTER TAX COLLECTIONS SYSTEM ( "The System ") CONTRACTOR's Colorado Requirements Document (Exhibit B) and the Price Proposal (Exhibit A) and all notices and specifications are incorporated herein by reference and shall hereafter be referred to as "Response." The parties are entering into this Agreement, which provides for the initial acquisition of license fees, and support of The System by CONTRACTOR. This will be known as the implementation phase of the Scope of Services. Once the implementation phase is complete, the parties will commence with continued annual maintenance support of The System by COLORADO CUSTOMWARE, INC., at the cost quoted by Contractor in Exhibit A, "CONTRACTOR'S Price Proposal ". Annual maintenance and support commences at the first anniversary of the system install. understanding that reasonable variations will be approved by the JURISDICTION. The System is composed of the software, accompanying documentation, and services as set forth in additional exhibits attached to this agreement. 3.2. Standard Software "Standard Software" means executable applications or system software products, which are purchased in an "off- the - shelf' manner without modification to the source code of the application. "Standard Software" shall include products such as the non - proprietary operating systems, and any substitute or additional applications or operating systems consistent with meeting or exceeding the functionality as stated in CONTRACTOR's Response, which may be acquired by JURISDICTION from CONTRACTOR. Standard Software may require extensive modification and configuration at levels other than the source code level prior to its use in business applications. 3.3. Custom Software "Custom Software" means application products, which are modified in a material way at the source code level prior to their normal use by the JURISDICTION. 3.4. Services "Services" means the labor performed by CONTRACTOR and any substitute or additional services, consistent with meeting, or exceeding the CONTRACTOR's representations as stated in CONTRACTOR's Response. COLORADO CUSTOMWARE, INC. shall be the Prime Contractor under this Agreement with respect to all services, software products and the application software set forth in Exhibit B. CONTRACTOR shall remain solely responsible for all performance under this Agreement with respect to all services as set forth in Exhibit B. Contractor's address is: Colorado CustomWare, Inc. 1109 Oak Park Drive Fort Collins, CO 80525 Phone: (970) 212 -4001 Toll free: (800) 806 -7896 FAX: (970) 223 -4204 3. Definitions 3.1. The System The subject matter of this Agreement is a COMPUTER TAX COLLECTIONS SYSTEM ( "The System ") to be provided by CONTRACTOR. The System is a complete and fully operational TAX COLLECTIONS system that conforms to all standards and requirements set forth in the Response Document (Exhibit B), within the projected time frame as set forth in CONTRACTOR's Implementation Plan (Exhibit C), with the 4. Scope of Services CONTRACTOR will provide The System within the projected time frame as set forth in CONTRACTOR's Implementation Plan. All deviations will be managed through a formal change management process. CONTRACTOR will provide all personnel and labor, Software, Documentation, Services, and Deliverables required to install and fully implement the System in accordance with the CONTRACTOR's Colorado CustomWare Inc. 1 of 13 Confidential & Proprietary Master License, Services, and Support Agreement agreement in Exhibit B at no additional cost to the JURISDICTION beyond the attached Price Proposal. It is the intent of the parties that The System will operate in compliance with Colorado statutes. Contractor shall provide, at no cost to JURISDICTION additional to the costs in Exhibit A, (the Price Proposal), any Labor, Software, Documentation, and Services additional to or different from those set forth in the Exhibit B that may be required to fulfill this intent, with the exception of agreed -upon change orders. penalty at the end of the term for which those funds are appropriated. Termination will be handled in the manner specified in Section 20.1, "Termination by CONTRACTOR for Default ". This Section 5 serves to control any and all other provisions of the Agreement. 6. Term of Agreement The term of Agreement shall be through the performance term of the contract, and will terminate upon final payment by Jurisdiction, unless otherwise extended pursuant to paragraph 10.3. 4.1 Time is of the essence CONTRACTOR acknowledges and agrees that time is of the essence with respect to its performance of this Contract and completion of the Project. In the event that either party is unable to perform any of its obligations under this Contract, or to enjoy any of its benefits, because of natural disaster, any act of God, war, civil disturbance, (hereinafter referred to as a "Force Majeure Event "), the party that has been so affected shall immediately give notice to the other party and shall exercise every commercially reasonable effort to resume performance. CONTRACTOR shall not be in default if any event of default as provided herein is the result of a Force Majeure Event and its occurrence is without the fault or negligence of CONTRACTOR. The JURISDICTION shall not be liable to CONTRACTOR for any failure to perform any of its obligations under the Contract if such failure is the result of a Force Majeure Event. 4.2 Final Payment Final payment will be billable when JURISDICTION has validated that software is in a production -ready state. A production -ready state is when the system is ready for use, including unmodified and /or modified software, as per CCI's scope of services. Production readiness is not dependent on the readiness of the jurisdiction to use the software, e.g., readiness of components by third parties, hardware or network readiness, etc. Final payment will be paid according to Exhibit A. 5. Certification of Funds / Budget and Fiscal Provisions This Agreement is subject to the budget and fiscal provisions of the JURISDICTION. This Agreement will terminate without penalty at the end of any fiscal year in which funds are not appropriated for the following fiscal year. If funds are appropriated by the JURISDICTION for payment under this Agreement for a portion of the following fiscal year, this Agreement will terminate without 7. Compensation Payment under this Agreement shall be as follows: See Exhibit A "Price Proposal /Payment Schedule' CONTRACTOR agrees to provide the JURISDICTION all software, services, and any materials required for the installation and implementation of The System, and support and maintenance. 8. Accounting and Payment for CONTRACTOR Services Each party's "Contract Administrators" under this Agreement shall be: Forth ? DJCTIOf�: j ) For CONTRACTOR: CTOR: Lori Burge Each party may change its designated Contract Administrator by serving written notice of such change, that notice being signed by the current Contract Administrator or Contracting Officer, and delivering such notice to the other party. Each party's "Contracting Officer" under this Agreement shall be the individual or official who executes this Agreement or that individual's or official's designee. CONTRACTOR invoices are due and payable in full within thirty (30) days of receipt of invoice. The JURISDICTION shall notify the CONTRACTOR of any invoice disputes within fifteen (15) business days of receipt of invoice. 9. Defective Work, Third Party Claims The JURISDICTION may, in its sole discretion, withhold a part of any payment on account of defective software or other work furnished if the Colorado CustomWare Inc. 2 of 13 Confidential & Proprietary AF V 44 111111111111L Master License, Services, and Support Agreement defect(s) is /are not fully remedied within thirty (30) calendar days of the JURISDICTION's written notice to CONTRACTOR of the defect(s), or such longer time as CONTRACTOR and the JURISDICTION may agree upon in writing. In the event a subcontractor or supplier to CONTRACTOR or other third party asserts a claim against CONTRACTOR and /or the JURISDICTION arising from the subject of this agreement, the JURISDICTION may, in its sole discretion, withhold any payment, in whole or in part, unless CONTRACTOR provides reasonable evidence that a legitimate dispute, relating to this project, exists between CONTRACTOR and the third party. CONTRACTOR shall reimburse the JURISDICTION for any payments the JURISDICTION is required to pay to the third party upon the JURISDICTION's written notice to CONTRACTOR of such payment. The obligations of any surety under any performance or labor and materialman's bond furnished under this agreement shall in no way be limited, altered, or excused by the JURISDICTION's failure to withhold monies from CONTRACTOR. 10. SUPPORT 10.1 Remote Access. JURISDICTION is required to establish a direct computer -to- computer remote access link with CONTRACTOR before support is provided to JURISDICTION. JURISDICTION must assure that CONTRACTOR has access to JURISDICTION's Designated Server(s) via the remote access link. JURISDICTION will provide the CONTRACTOR's Support Center a log -in to the system and instructions on how to establish the link. CONTRACTOR will ensure that the system will accommodate a link with the JURISDICTION's system. JURISDICTION will bear all costs associated with establishing and maintaining the link from JURISDICTION's site to CONTRACTOR's customer support network. CONTRACTOR will be required to comply with JURIDICTIONS Remote Access Policy. This policy is subject to change. JURISDICTION will provide 30 days notice in the event of a policy change. the current annual Support Fees as detailed in Exhibit A. Subsequent years of Support Services are optional with annual review. Support costs for the first six years will be frozen at $28,800 and not exceed a maximum of 2% increase per year afterwards (starting in year seven). 10.4 Colorado CustomWare, Inc. Software Support Specialist and System Administrator. JURISDICTION must designate both a System Administrator and a CollectWare Software Support Specialist who shall act as the primary contact between JURISDICTION and CONTRACTOR. CONTRACTOR will designate an Account Manager who shall act as the primary contact between the JURISDICTION and CONTRACTOR 10.5 JURISDICTION's Responsibilities. JURISDICTION agrees to assist and cooperate with CONTRACTOR, as reasonably required by CONTRACTOR, in the resolution of software problems. Such assistance may include: 10.5.1 Consultation with the System Administrator and CollectWare Software Support Specialist(s); 10.5.2 Providing documentation of the Software Problem(s), test data, and copies of the programs being used when the Software Problem(s) become apparent. 10.6 Support Services. The Support Services generally include resolution of software problem(s), support via CONTRACTOR'S on -line support system ( Parature), email, telephone and upgrades and updates of the software. Updates to existing procedures in the Software as required by legislative action, described in 10.16, are also included in the Support Services. Installation, training, and modification of the Software (other than those listed in Exhibit B) are services not included as support services and must be contracted for separately. Upgrader package, instructions, known issues, and release notes included in Support Services. 10.2 Required Development Environment. To assist in the resolution of software problem(s), JURISDICTION is required to maintain the versions then - currently supported by CONTRACTOR, or versions compatible with the versions then - currently supported by CONTRACTOR, of MSSQL Database software. The requirements of this subsection are subject to reasonable change. CONTRACTOR will include such required version changes in the release notes that accompany every version upgrade or hot fix. 10.3 Support Fees. JURISDICTION agrees to pay 10.7 Parature, E -Mail and Telephone Support. CONTRACTOR will provide assistance in identifying, confirming and providing a "workaround" for suspected Software Problem(s) in the standard, unmodified code of the Software. CONTRACTOR may require documentation of the Software Problem, test data, and copies of the programs being used before confirming and resolving Software Problem(s). Parature will be used to communicate support requests. 10.8 Direct User Contact. CONTRACTOR personnel may use the remote access link to access JURISDICTION's end user Computer to better Colorado CustomWare Inc. 3 of 13 Confidential & Proprietary Master License, Services, and Support Agreement analyze the suspected Software Problem and produce a solution or "workaround" to Software Problem(s). CONTRACTOR personnel may also directly communicate with JURISDICTION regarding the suspected Software Problem(s) using a form of telecommunications. 10.12.8 Software not licensed by CONTRACTOR. 10.13 Language. Telephone and E -mail support will be provided in English unless otherwise agreed to in writing by CONTRACTOR. 10.9 Support Hours. CONTRACTOR support services, which include direct telephone services, will be available to JURISDICTION weekdays from 7 AM to 6 PM Mountain Time, excluding standard U.S. holidays. If support services are required outside of stated hours, CONTRACTOR requires 72 hours notice from JURISDICTION. Non billable Emergency off hour support may be provided at the discretion of the CONTRACTOR. Otherwise those hours may be billable at the current hourly support rate (current rate $150 per hour). 10.10 Product Updates and Upgrades. Upon payment of JURISDICTION's annual Support Fee (detailed in Exhibit A), CONTRACTOR agrees to provide JURISDICTION with the Product Updates and Product Upgrades for licensed Software produced by CONTRACTOR, this would include upgrade support for one test instance. 10.11 Current Version Supported. CONTRACTOR will provide Support only for the then - current version of the Software, and for the previous version of the Software for a period of six (6) months following the release of a new version. 10.12 Non - Supported Matters. CONTRACTOR will not provide Support Services for the following unless such services are otherwise agreed to: 10.12.1 Accounting, property valuation, assessment or taxation principles, theory, or practice; 10.12.2 Software altered or modified by JURISDICTION; 10.12.3 Client PC and Database Server configuration, operation or performance except for requirements of the Software; Current Hardware Requirements are attached as Exhibit D 10.12.4 Database administration, including but not limited to backup; recovery; space management; performance tuning; and other routine maintenance; 10.12.5 Consulting services, including application or report design or recommendation, recovery of lost data, any JURISDICTION purchase recommendations, training, installation, implementation, or customization 10.12.6 Software Problems resulting from hardware or database malfunction; 10.12.7 Software Problems created by JURISDICTION's negligence or fault; 10.14 Support Costs. JURISDICTION agrees, upon JURISDICTION's written approval, to pay airfare and reasonable expenses, including unusual or excessive telephone, shipping, handling, media, or Documentation expenses, if any, incurred by CONTRACTOR while providing Support to JURISDICTION. 10.15 Additional Training. Training in the use of the CollectWare is a service for which CONTRACTOR charges additional fees. Training services may be contracted through CONTRACTOR at the then - current fees. 10.16 Support for Legislated Changes Software will remain compliant with legislative changes in the online base application and optional modules. Changes in the requirements for functions already incorporated in The System will be supported in one of several ways: CONTRACTOR will consult with JURISDICTION to recommend approaches that incorporate legislated changes into standard Software that can be accommodated without additional programming. In cases where existing functions in Software requires additional programming to assure compliance with a legislated change, CONTRACTOR will add features to the system that assures compliance with state legislative requirements. The release of these modifications will coincide with the needs of JURISDICTION to meet statutory requirements. CONTRACTOR will consult with JURISDICTION to determine how The System will comply with legislative requirements, but reserves the right to determine the manner in which compliance will be achieved. In cases where legislation requires JURISDICTION to undertake responsibilities that are not covered by The System, CONTRACTOR reserves the right to add such functionality as optional features in The System. Examples of revisions outside of CONTRATOR support include but are not limited to: Interface Changes Requirements to adapt The System to interface with third party software, either as a result of legislative Colorado CustomWare Inc. 4 of 13 Confidential & Proprietary Master License, Services, and Support Agreement 0 , 7 3cci changes or for other reasons. New interfaces and modification of existing interfaces that result from such requirements are not covered by the Agreement and CONTRACTOR reserves the right to provide such programming on a time and materials basis. Reporting Requirements Legislators may change the requirements for reports originally provided as part of the implementation of The System. CONTRACTOR reserves the right to charge for such modifications and development of new reports from such changes. Local Changes Reports are routinely customized by and for individual customers. Support for modification of these reports is limited to'bug' fixes in code developed by CONTRACTOR. Changes in format or inclusion of information not originally included in such output are the responsibility of JURISDICTION. CONTRACTOR reserves the right to charge for time and materials to make any required changes. 11. Warranty; Warranty Standards CONTRACTOR warrants that for a period of SIX (6) months following the JURISDICTION's System go- live, all Software, Documentation, Services, and Deliverables furnished for the Project, whether by itself or by its Subcontractors and suppliers, shall function together as an integrated system in conformance with the descriptions of functionality and performance, and all standards of performance that are set forth in this Contract and the manufacturer's (including, without limitation, CONTRACTOR's, where applicable) most current published specifications for all Software, and Deliverables. If the last day of the Warranty Period falls on a Saturday, Sunday, national holiday, state holiday, or JURISDICTION holiday, the Warranty Period shall be deemed to be extended until midnight of the next business day. Viruses that are contained in the Software or any component thereof as delivered and installed (but not viruses that are introduced subsequent to installation through no fault of CONTRACTOR) shall be deemed to be defects and errors in material, design, workmanship, or execution under this Section. Services, and Deliverables furnished in accordance with the Severity reporting process as follows: SEV1 • Description — Prevents critical business process from functioning or there is data corruption. Legislative related or deadline oriented. There is no workaround. • Response Time — Expect a response within 4 hours (during normal business hours) by phone or email to JURISDICTION to correct the issue. If immediate response is required, please follow up with a phone call to CS once ticket has been entered. • Resolution Time — Resolution turnaround will depend on the complexity of the issue. SEV1 bugs are forwarded to the Programming department, prioritized based on other issues on the priority list and worked until completed. CS will keep the JURISDICTION informed of status on a regular basis. SEV2 • Description — Prevents or impedes non - critical business process from functioning or there is data corruption. Problem cannot be recreated at CCI. Lost feature or function between releases. An acceptable short-term workaround exists. • Response Time — Expect prompt response by phone or email to assist JURISDICTION in a possible workaround until the next release can fix the issue. • Resolution Time — The resolution turnaround will depend on the complexity of the issue, generally in the next minor release. CS will communicate with the JURISDICTION to confirm projected delivery. SEV3 • Description — Low impact to non - critical business processes or a low impact customer specific - issue, i.e., customization. • Response time — CCI will contact within 24 hours via email. CS will keep JURISDICTION informed on status of issue. • Resolution Time — The resolution will be subject to CCI's development schedule and /or as per a written work order. 11.1 Defects and Errors During the Warranty Period, at no cost to the JURISDICTION, CONTRACTOR shall furnish all materials and services (including, without limitation, all diagnosis and analysis of problems and defects) necessary to address and begin corrective action on defects and errors in the Software, Documentation, SEV4 • Description — Usability, User Interface, Training /How -To, or documentation issues, regardless of workaround state. This includes any bug that has a non - intrusive long -term work around. • Response Time — CCI will contact within 24 hours via email. CS will keep JURISDICTION informed on status of issue. Colorado CustomWare Inc. 5 of 13 Confidential & Proprietary Master License, Services, and Support Agreement • Resolution Time — The resolution of a bug will be subject to CCI's development schedule and /or as per a written work order. CS will communicate via Parature for training, how -tos and user issues. 11.2 Calculation Standards CONTRACTOR shall make every attempt to ensure that base coded calculations are correct in the application upon each release or update. CONTRACTOR agrees to assist JURISDICTION in correcting any errors but will not be responsible for any monetary damages to the JURISDICTION caused by incorrect value calculations. It will remain the final responsibility of the JURISDICTION to ensure that the application is correctly calculating required values. In the event of errors, the JURISDICTION shall notify CONTRACTOR in writing as to the error(s) and what the corrections are required, allowing sufficient time for CONTRACTOR to remedy the error prior to any public dissemination of the values. 12. Cooperative Purchasing CONTRACTOR shall make The System available to any other state or local government jurisdiction within the State of Colorado, under the same terms and conditions (with the exception of total pricing, incentives and scheduling timelines) of this Agreement, for a period of twenty -four (24) months from the date of execution hereof. 13. Modifications Either party may request modifications to this Agreement. Any modification, including but not limited to, the implementation plan, costs or payment schedule must be made through a formal change management process. 14. Assignment and Subcontracting With the prior written consent of the JURISDICTION's Contract Administrator, which consent shall not be unreasonably withheld, the CONTRACTOR may assign this Agreement including the proceeds hereof, provided that such assignment shall not operate to relieve the CONTRACTOR of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to the JURISDICTION that may arise from any breach of the sections of this Agreement, its supplements, or warranties made herein including but not limited to, rights of set off. This Agreement or any portion thereof may not be excluded from any acquisition or assignment of CONTRACTOR in whole or in part, or any assets of CONTRACTOR related to the performance of this Agreement. Should any such acquisition or assignment take place, the JURISDICTION still retains the right to refuse assignment of this Agreement per provisions above. With the prior written consent of the CONTRACTOR, which consent shall not be withheld unreasonably, the JURISDICTION may assign this Agreement to any public agency, commission, board, or the like, within the political boundaries of the State of Colorado, provided that such assignment shall not operate to relieve the JURISDICTION of any of its duties and obligations hereunder. 15. Independent Contractor The CONTRACTOR's services shall be furnished by the CONTRACTOR as an "Independent Contractor," and nothing herein contained shall be construed to create a relationship of employer - employee or master - servant. All payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the CONTRACTOR as an Independent Contractor. The CONTRACTOR acknowledges that the CONTRACTOR is not entitled to any JURISDICTION benefits including, but not limited to: vacation pay, holiday pay, sick -leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to JURISDICTION employees. CONTRACTOR will defend, indemnify and hold harmless the JURISDICTION, its officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, set -offs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 16. No Guarantee of Employment The performance of all or part of this Agreement by the CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the CONTRACTOR or any employee of the CONTRACTOR or any Subcontractor or any employee of any Subcontractor by the JURISDICTION at the present time or in the future. 17. Taxes The CONTRACTOR understands and acknowledges that the JURISDICTION will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes the JURISDICTION to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the Colorado CustomWare Inc. 6 of 13 Confidential & Proprietary Master License, Services, and Support Agreement 0 '.3 o CONTRACTOR is solely responsible for any tax obligation arising from the CONTRACTOR's performance of this Agreement. The CONTRACTOR hereby agrees to indemnify the JURISDICTION against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this Agreement. failure or violation. The offending party shall correct the violation of failure within thirty (30) calendar days or as otherwise mutually agreed. If the failure or violation is not corrected, the Agreement may be terminated immediately by written notice. The option to terminate shall be at the sole discretion of either party. The CONTRACTOR must pay all taxes including, but not limited to: Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which the JURISDICTION does not hold title. The JURISDICTION is exempt from Federal Excise Tax. 18. Regulations and Requirements This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Colorado, and political subdivisions of the State of Colorado. CONTRACTOR, its agents, employees or Subcontractors shall conform in all respects with physical, fire or other published security regulations while on the JURISDICTION's premises. 19. Right to Review The CONTRACTOR agrees that an authorized representative of the JURISDICTION shall, until the expiration of three (3) years after contract termination and upon reasonable notice, have access to and the right to examine any pertinent books and records of the CONTRACTOR involving transaction(s) related to the performance of this Agreement. 20. Termination 20.1 Termination for Default Any of the following occurrences shall constitute grounds for either party, at its option, to terminate the Agreement for default: if either party fails to perform any of the obligations of the Agreement; becomes insolvent; is declared bankrupt; commits any act of bankruptcy or insolvency, makes an assignment of this Agreement for the benefit of creditors; failure of CONTRACTOR to pay any of its subcontractors. Either party may, if the default has not been cured following a thirty (30) day written notice, terminate the Agreement, and at either party's option, obtain performance of the work elsewhere. If a notice of termination for default has been issued and it is later determined for any reason that the notified party was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. If either party violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the offending party will receive written notice of such 20.2 Termination for Public Convenience The JURISDICTION may terminate this Agreement in whole or in part whenever the JURISDICTION determines, at its sole discretion that such termination is in the best interests of the JURISDICTION. Whenever the Agreement is terminated in accordance with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the JURISDICTION at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the JURISDICTION. Upon termination under this article, CONTRACTOR shall not seek legal any other remedies against the JURISDICTION. 21. Withholding Payment In the event the JURISDICTION's Contract Administrator determines that the CONTRACTOR has failed to perform any obligation under this Agreement within the times set forth in this Agreement, providing the lack of performance has not been caused by JURISDICTION's failure to perform its duties and responsibilities under this Agreement, then the JURISDICTION may withhold payments from amounts otherwise due and payable to CONTRACTOR. To the extent that the disputed obligation does not impede the progress or completion of other obligations, the amount that can be withheld by JURISDICTION is limited to the amount specified for that obligation in the Payment Schedule specified in Exhibit A. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to terminate or seek damages, provided that the JURISDICTION promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the JURISDICTION's Contract Administrator set forth in a notice to the CONTRACTOR of the action required and /or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the Disputes clause of this Agreement. The JURISDICTION may act in Colorado CustonnWare Inc. 7 of 13 Confidential & Proprietary �.. ,OR AM Master License, Services, and Support Agreement 1 . 3 ! accordance with this clause, without prejudice to any other remedy. 22. Defense and Indemnity Agreement TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EAGLE COUNTY (ITS BOARD MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND OTHER OFFICIALS), A BODY POLITIC AND CORPORATE OF THE STATE OF COLORADO, (HEREAFTER CALLED "JURISDICTION ") FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, COURT COSTS, OR OTHER ALTERNATIVE DISPUTE - RESOLUTION COSTS ARISING OUT OF, RESULTING FROM, OR OTHERWISE BUT FOR THE USE OF THE "JURISDICTION" PROPERTY FOR PROVIDING CONSULTING SERVICES TO EAGLE COUNTY; PROVIDED THAT ANY SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, DEATH, OR PERSONAL INJURY, OR PROPERTY DAMAGE, INCLUDING THE LOSS OF USE OR DIMUNITION IN VALUE RESULTING THEREFROM; BUT ONLY TO THE EXTENT CAUSED IN WHOLE OR IN PART BY THE ACTUAL OR ALLEGED NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF CONTRACTOR, OR ANYONE FOR WHOSE ACTS CONTRACTOR MAY BE LIABLE. EAGLE COUNTY RESERVES THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE IN DEFENSE WITHOUT RELIEVING CONTRACTOR OF ANY OBLIGATION HEREUNDER. It is further provided that no liability will attach to the JURISDICTION by reason of entering into this Agreement, except as expressly provided herein. thirty (30) days prior written notice to be given to the JURISDICTION in the event coverage is materially changed, cancelled or non - renewed. The JURISDICTION of Eagle County, its officers, employees and agents shall be named as additional insureds on the General Liability Insurance policy. An endorsement Is required stating that the coverage afforded the JURISDICTION and its officers, employees and agents, as additional insured's, will be primary to any coverage available to them and that no act or omission of the JURISDICTION shall invalidate the coverage. Cancellation or non - renewal of any insurance policy required hereunder, in the absence of replacement of the policy in amounts that satisfy the contract, is a breach of this agreement. COVERAGE AFFORDED Workers' Compensation Statute Commercial General Liability $1,000,000 each occurrence Automobile Liability Insurance $1,000,000 combined single limit including Non - owned, Leased & Hired Vehicles (30 days) Professional Liability including $1,000,000 Errors & Omissions coverage B. INSURANCE CONDITIONS GENERAL CONDITIONS: The Contractor agrees to, at its own expense, purchase and maintain at all times during the life of this contract the herein stipulated minimum insurance with companies duly licensed or approved unlicensed companies in the State of Colorado with policies and forms satisfactory to JURISDICTION. All policies will contain an endorsement providing that written notice be given to the JURISDICTION at least ten (10) calendar days prior to termination, cancellation or reduction in coverage in any policy. 23. Insurance Unless otherwise approved by the JURISDICTION's Risk Manager in writing prior to commencing work, the CONTRACTOR shall, at its sole cost and expense, procure and maintain in full force and effect, covering the performance of the Services and Deliverables required under this Contract, the types and minimum limits of insurance specified below. All insurance shall be procured from reputable insurers authorized to do business as acceptable to the JURISDICTION. All insurance required herein, except the Professional Liability Insurance, shall be written on an "occurrence" basis and not a "claims - made" basis. In no event shall work be performed until the required evidence of insurance has been furnished. The insurance shall provide for at least 2. WAIVER OF SUBROGATION OR TRANSFER OF RIGHTS OF RECOVERY: The policies required herein, except Workers' Compensation and Professional Liability, shall contain a waiver of subrogation or in the alternative, a waiver of transfer of rights of recovery against JURISDICTION, its agents, representatives, officers, directors, officials and employees for any claims arising out of the Contractor's work or service. 3. ADDITIONAL INSUREDS: The insurance policies required by this Contract, except Workers' Compensation and Professional Liability, shall name Eagle County Colorado CustomWare Inc. 8 of 13 Confidential & Proprietary Master License, Services, and Support Agreement 3ccl JURISDICTION, its agents, representatives, officers, directors, officials and employees as Additional Insureds. The Contractor agrees that the insurance required herein will be primary and that any insurance carried by the JURISDICTION will be excess and not contributing. 4. ENDORSEMENTS AND CERTIFICATE: The following provisions are also required for the insurance(s), and evidence of such shall be satisfied by Certificate(s) and Endorsements. An insurance company authorized to transact business in the State of Colorado shall issue the Certificates. The Contractor shall, within ten (10) days after award of bid, furnish the JURISDICTION with Certificates of Insurance for the required insurance coverage. Endorsements for the Waiver of Transfer of Rights and Additional Insured's shall be provided as indicated above, unless contained within the basic policy(ies) and then confirmed by written statement signed by the insurance agent, broker and /or underwriter in a form acceptable to the JURISDICTION. "Eagle County, a body politic and corporate of the State of Colorado, its Board members, officers, employees, agents, and other officials" shall be listed as the certificate holder. If room does not permit, this verbiage can be entered into the description of operations. However, if the latter method is used, the certificate holder shall be listed only as Eagle County. 5. PROFESSIONAL LIABILITY: Professional liability insurance carried by the consultant must cover all elements of the project including professional services performed by subcontractors. If the consultant's professional liability insurance does not provided coverage for work performed by subcontractors, separate project insurance will be required to comply with the professional liability insurance requirement. The JURISDICTION may require a copy of the professional liability insurance policy to verify coverage. 24. Evidence of Insurance Coverage Certificates of insurance evidencing the required coverage's must specifically reference the JURISDICTION contract number for which they are being submitted. The original certificate of insurance must be submitted to the JURISDICTION's Risk Manager at the following address: A copy of the certificate of insurance shall be submitted to the JURISDICTION's Project Manager at the address set forth in Section 30, Notices. Both submissions must be made at least ten (10) days before work is begun and at least ten (10) days before each Additional Term. The ten (10) day requirement for advance documentation of coverage may be waived in situations where such waiver will, in the sole judgment of the JURISDICTION's Risk Manager, benefit the JURISDICTION; but under no circumstances shall CONTRACTOR actually begin work (or continue work, in the case of an Additional Term) without providing the required evidence of insurance. The endorsement adding the JURISDICTION as an additional insured must specifically reference the JURISDICTION contract number and be submitted to the JURISDICTION's Risk Manager at the above address. The JURISDICTION reserves the right to require CONTRACTOR to furnish certified copies of the original policies of all insurance required under the Contract at any time upon (10) days written notice to CONTRACTOR. 25. Self - Insurance CONTRACTOR may not self- insure any of the coverage's required under the Contract without the prior written approval of the JURISDICTION's Project Manager and the JURISDICTION's Risk Manager. In the event that CONTRACTOR desires to self- insure any of the coverage's listed above, it shall submit to the JURISDICTION's Project Manager and the JURISDICTION's Risk Manager, prior to the commencement of Services and Deliverables hereunder, a certified copy of CONTRACTOR's most recent audited financial statement, and such other evidence of its qualifications to act as a self- insurer (e.g., state approval) as may be requested by the JURISDICTION's Project Manager and /or the JURISDICTION's Risk Manager. In the event such approval, is granted, it is understood and agreed that the JURISDICTION, its officers, employees, and agents, shall be entitled to receive the same coverage's and benefits under CONTRACTOR's self- insurance program that they would have received had the insurance requirements been satisfied by a reputable insurance carrier authorized to do business in Colorado or otherwise acceptable to the JURISDICTION. If at the time of commencement of the Initial Term of the Contract, CONTRACTOR self- insures its professional liability and /or workers' compensation and employers' liability coverage, CONTRACTOR may, in lieu of the foregoing, furnish to the JURISDICTION a current copy of the state certification form for self- insurance or a current copy of the State Insurance Commissioner's letter of approval, whichever is appropriate. The insurance (including self- insurance) requirements set forth herein are not intended and shall not be construed to modify, limit, or reduce the indemnifications made in the Contract by Colorado CustomWare Inc. 9 of 13 Confidential & Proprietary Master License, Services, and Support Agreement �3 CONTRACTOR to the JURISDICTION, or to limit CONTRACTOR's liability under the Contract to the limits of the policies of insurance (or self- insurance) required to be maintained by CONTRACTOR hereunder. 26. Venue and Choice of Law In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of Colorado in and for the JURISDICTION. CONTRACTOR specifically consents to personnel and subject jurisdiction of said court. This Agreement shall be governed by the laws of the State of Colorado. 27. Patent /Copyright Infringement CONTRACTOR will defend and indemnify the JURISDICTION from any claimed action, cause or demand brought against the JURISDICTION, to the extent such action is based on the claim that products furnished hereunder by the CONTRACTOR infringes any U.S. patent or copyright. The CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against the JURISDICTION in any action. Such defense and payments are conditioned upon the following: 29. Confidentiality The CONTRACTOR, its employees, Subcontractors, and their employees shall maintain the confidentiality of all information provided by the JURISDICTION or acquired by the CONTRACTOR in performance of this Agreement, except upon the prior written consent of the JURISDICTION Legal Counsel or an order entered by a court after having acquired jurisdiction over the JURISDICTION. CONTRACTOR shall immediately give to the JURISDICTION notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless the JURISDICTION, its officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, set -offs, reasonable attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. This section does not impose any obligation on the CONTRACTOR if the information is: (i) publicly known at the time of disclosure; (ii) already known to the receiving party at the time it is furnished to the CONTRACTOR; (iii) furnished by the JURISDICTION to others without restrictions on its use or disclosure; or (iv) independently developed by the receiving party without use of the proprietary information. That CONTRACTOR shall be notified promptly in writing by JURISDICTION of any notice of such claim. CONTRACTOR shall have the right, in the event such claim of infringement is made, at its option and expense, to obtain for the JURISDICTION the right to continue using the products, or replace or modify the products so that they become non - infringing provided no reduction in performance or loss results to the JURISDICTION. CONTRACTOR shall not have any liability if the alleged infringement is based upon the JURISDICTION's use or sale of CONTRACTOR - furnished products, in combinations with other products or devices not furnished by the CONTRACTOR, or modifications made by the JURISDICTION or by the CONTRACTOR to the JURISDICTION's specifications, if such combinations or modifications cause the products furnished by CONTRACTOR to become infringing. 28. Disputes Time is of the essence in this Agreement. Differences between the CONTRACTOR and the JURISDICTION, arising under and by virtue of the Contract Documents shall be brought to the attention of the CONTRACTOR and the JURISDICTION at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. CONTRACTOR and the JURISDICTION will make best efforts to resolve any disputes in a timely manner. 30. Notice Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice will be given by CONTRACTOR to the JURISDICTION's Contract Administrator, with copy to the JURISDICTION's Purchasing Department at the addresses stated below. Notice to CONTRACTOR for all purposes under this Agreement will be given to CONTRACTOR's Contract Administrator at the address stated below. Notice may be given by delivery or by depositing in the US Mail, first class, postage prepaid. All notices will be deemed to have been given upon mailing of the notice by certified mail return receipt requested to the respective party addressed as specified in this section. Either party may change the address, fax number, or the person to whom the notice is to be directed by forwarding to the other party a notice, which complies with this section. JURISDICTION's Contract Administrator: 9o-o Address L *C4-g le C Telephone: FAX: y 3,S Colorado CustomWare Inc. 10 of 13 Confidential & Proprietary Master License, Services, and Support Agreement 0,3cci JURISDICTION's Contract Administrator: or similar software may be sold, licensed or leased by CONTRACTOR to other users or agents. Address: Telephone: FAX: CONTRACTOR'S Contract Administrator: Lori Burge Address: 1109 Oak Park Drive Fort Collins. CO 80525 Telephone: (970)212 -4056 FAX: ( 970) 223 -4204 31. Waiver Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 32. Quiet Possession and Usage The JURISDICTION upon paying the amounts due hereunder and performing all other covenants, terms and conditions on its part to be performed hereunder, may and will peacefully and quietly have, hold, possess, and benefit from The System for the term provided without suit, molestation or interruption. After execution of the Master License, Services and Support Agreement, CONTRACTOR grants to JURISDICTION a perpetual non - exclusive license to use the CONTRACTOR's software delivered pursuant to this Agreement subject to compliance by JURISDICTION with all of its Agreements with CONTRACTOR, but regardless of JURISDICTION's exercise of its options to continue or renew the Master Software License and Support Agreement. CONTRACTOR or Subcontractor as applicable shall retain full and perpetual ownership rights to the software, with JURISDICTION having only those rights specifically provided in writing by the Master Software License and Support Agreement. JURISDICTION hereby acknowledges that the same The license of the software by CONTRACTOR to the JURISDICTION includes a clear license to the software with a perpetual non - exclusive right of the JURISDICTION to use the software in the JURISDICTION's jurisdiction. CONTRACTOR hereby agrees to permit JURISDICTION to make copies of the software for backup purposes. JURISDICTION hereby agrees not to make copies for sale, distribution, or any purpose other than its own internal use. JURISDICTION may not sell, lease, transfer, assign, or license the software to a third party without prior written permission from CONTRACTOR. JURISDICTION agrees not to remove statements of copyrights, trade secrets, or proprietary rights which appear in the software or documentation. JURISDICTION also agrees to take such reasonable steps as required or requested by CONTRACTOR from time to time in order to protect CONTRACTOR's rights in the software. Source Code will be made available to the JUSRISDICTION in the event of any natural termination of this agreement, including the inability of CONTRACTOR to provide service or the desire of the JUSRISDICTION to discontinue maintenance and support. This transfer event will not modify or contradict the other conditions set forth of this section. All third party applications and controls required to view the source code is the responsibility of the JUSRISDICTION. CONTRACTOR is not responsible for compilation of code or support of any kind for the source code. 33. Limitation of Liability Except as provided in other sections of this agreement, the parties agree that neither the CONTRACTOR nor the JURISDICTION shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect or special damages except a claim or demand based on patent or copyright infringement, in which case liability shall be as set forth elsewhere in this Agreement. This section does not modify any sections regarding retainages or any other such conditions as are elsewhere agreed to herein between the parties. Neither the CONTRACTOR nor the JURISDICTION shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the CONTRACTOR or the JURISDICTION. Such causes may include, but are not restricted to, acts of God or of the public enemy, Colorado Custom Ware Inc. 11 of 13 Confidential & Proprietary 0 Master License, Services, and Support Agreement acts of a governmental body other than JURISDICTION acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of the CONTRACTOR, the JURISDICTION, or their respective Subcontractors. If delays are caused by a Subcontractor Wthout its fault or negligence, neither the CONTRACTOR nor the JURISDICTION shall be liable for damages for delays, unless the Equipment, Software, or Services to be furnished by their Subcontractors were obtainable on comparable terms from other sources in sufficient time to permit the CONTRACTOR or the JURISDICTION to meet its required performance schedule. Neither party shall be liable for personal injury to the other party or physical damage to the other party's property except personal injury or damage to property proximately caused by such party's respective fault or negligence. Except for claims of personal injury and breaches of confidentiality obligations contained in this Agreement, CONTRACTOR and JURISDICTION liability for all damages shall not exceed the total value of this Agreement. 34. Subpoena In the event that a subpoena or other legal process commenced by a third party, in any way concerning the Equipment or Related Services provided pursuant to this Agreement is served upon CONTRACTOR or JURISDICTION, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. CONTRACTOR and JURISDICTION further agree to cooperate with the other party in any lawful effort by such other parry to contest the legal validity of such subpoena or other legal process commenced by a third party. 35. Severability If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 36. Survival The provisions of Sections 5 through 35 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 37. Exhibits Attached hereto and made part hereof is the following: Exhibit A CONTRACTOR's Price Exhibit B. Proposal /Payment Schedule Exhibit B. CONTRACTOR's Response to Functional Exhibit C Requirements document Exhibit C CONTRACTOR's Project Timeline Exhibit D CONTRACTOR's Hardware requirements Exhibit E Upgrade policies Exhibit F Future Customizations 38. Entire Agreement This written Agreement, including the documents incorporated herein, represents the entire Agreement between the parties and supersedes any prior oral statements, discussions, or understanding between the parties. In the event of any conflict requiring interpretation, the precedence of documents shall be: Exhibit A CONTRACTOR's Price Proposal /Payment Schedule Exhibit B. CONTRACTOR's Response to Functional Requirements document Exhibit C CONTRACTOR's Project Timeline Exhibit D CONTRACTOR's Hardware requirements Exhibit E Upgrade policies Exhibit F Future Customizations 39. The funds budgeted and appropriated for this project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in this Agreement, Jurisdiction shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of the calendar year of the Term of this Agreement, Wthout an appropriation therefore by Jurisdiction in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Colorado Custom Ware Inc. 12 of 13 Confidential & Proprietary Master License, Services, and Support Agreement '.:)CCI 6 P 0 IN WITNESS WHEREOF, JURISDICTION and COLORADO CUSTOMWARE, INC. have executed this Agreement as of the date first above written. COLORADO CUSTOMWARE, INC. CORPO,f�T, By. Title: /�P4 C ��GLf /CEO Date: IAI zZ �n Witness: - - Name: Title: Date: JURIS By: Title: Date: Title: �041J N e,6A4 1Uta9't t1 _" l•S•ll Date: I L9 - 11 Colorado CustomWare Inc. 13 of 13 Confidential & Proprietary Addendum to Master License Services and Support Agreement between CCI and Eagle County (its board members, officers, employees, agents and other officials). Strike in its entirety Section 32 and replace it with the teet below: 32. Quiet Possession and Usage The JURISDICTION upon paying the amounts due hereunder and performing all other covenants, terms and conditions on its part to be performed hereunder, may and will peacefully and quietly have, hold, possess, and benefit from The System for the term provided without suit, molestation or interruption. After execution of the Master License, Services and Support Agreement, and following full payment of license fees, CONTRACTOR grants to JURISDICTION a perpetual non - exclusive license to use the CONTRACTOR's software delivered pursuant to this Agreement subject to compliance by JURISDICTION with all of its Agreements with CONTRACTOR, but regardless of JURISDICTION's exercise of its options to continue or renew the Master Software License and Support Agreement. CONTRACTOR or Subcontractor as applicable shall retain full and perpetual ownership rights to the software, with JURISDICTION having only those rights specifically provided in writing by the Master Software License and Support Agreement. JURISDICTION hereby acknowledges that the same or similar software may be sold, licensed or leased by CONTRACTOR to other users or agents. The license of the software by CONTRACTOR to the JURISDICTION includes a clear license to the software with a perpetual non - exclusive right of the JURISDICTION to use the software in the JURISDICTION's jurisdiction. CONTRACTOR hereby agrees to permit JURISDICTION to make copies of the software for backup purposes. JURISDICTION hereby agrees not to make copies for sale, distribution, or any purpose other than its own internal use. JURISDICTION may not sell, lease, transfer, assign, or license the software to a third party without prior written permission from CONTRACTOR. JURISDICTION agrees not to remove statements of copyrights, trade secrets, or proprietary rights which appear in the software or documentation. JURISDICTION also agrees to take such reasonable steps as required or requested by CONTRACTOR from time to time in order to protect CONTRACTOR's rights in the software. Source Code will be made available to the JUSRISDICTION in the event of termination of this agreement due to inability of CONTRACTOR to provide service or following full payment of license fees by the JUSRISDICTION. This transfer event will not modify or contradict the other conditions set forth of this section. All third party applications and controls required to view the source code is the responsibility of the JUSRISDICTION. CONTRACTOR is not responsible for compilation of code or support of any kind for the source code. IN WITNESS WHEREOF, JURISDICTION and COLORADO CUSTOMWARE, INC. have executed this Agreement as of the date first above written. COLORADO C CORP�ATE; By: Title: 0 Date: Witness: Name: Title: Date: Title: Date: 1 ' 6 - 1 1 Confidential - Not for Distribution CollectWare Valid for 90 days from 12/17/2010 e CollectWare Cost Estimate I ,3cci Future Support Estimates 1.3 Confidential - Not for Distribution Future Support Estimate j Encompass CollectWare ( ( $ 28,800 1 CollectWare j $ 28,800 j CollectWare $ 28,800 j CollectWare j $ 28,800 Payment Milestones (based on current project plan) Contract signing payment milestone 2/3 of License Fees 12/31/10 $80,000.00 Installation payment milestone (113 of remaining project) 5/24/11 $84,736.67 Conversion payment milestone (113 of remaining project) 1/26/12 $84,736.67 Production payment milestone (1/3 of remaining project) 3/30/12 $84,736.67 $334,210.00 v a 0 a `m 3 c o a u a m m 0 X F O e h w a '3 n Q v K ¢ e a E v P C a m _ a c O O C O L v n N E o' 0 a % v m c v c E « i N c a c E v a N m X N 0 a a `o .4 a v w °1 0 c a � E m o V Q 3 � A a 3 0 0 a a X X v v V C C m c c v o c � E E « T T N N 0 « `o c 0 6 N N % LL W a n . o` L `a > j w a n F c o �> v v a U Q o w e° W a v >, LL � �n C O = a v � E a c O E v c 0 c - v ¢ F 0 o c L y i N O j c r `o 3 � v O v a u E a O C C v E > - y v ¢ c m - j O C 7 O E m m c 0 a v m a c v m � m � a v c o � v v � � N C _ A V m N a O C X N F L c 0 u O a v c `o L a E � x o u+ v a � N d « O n o � c a o c 0 6 N N % LL W a n . o` L `a > j w a n F c o �> v v a U Q o w e° W a v >, LL � �n C O = a v � E a c O E v c 0 c - v ¢ F 0 o c L y i N O j c r `o 3 � v O v a u E a O C C v E > - y v ¢ c m - j O C 7 O E m m c 0 a v m a c v m � m � a v c o � v v � � N C _ A V m N a O C X N F N N T C j d N Y V ° .w V v j N � v m O O O E c L n v v c O � c a E d S K J t 2 0 3 C E a .� a o a c N T c T A n ° E n a E u 0 u v a 3 � v v m N Q w - x F- c 0 v w c m v v c A ` E o u c v v m N in T a+ �➢ Q U Ila N a v v � E m o _ m O c m F a c N ° a � u j m O a m C U 7 O W V V v m T p y0 v v m x N K F C Eo � a C r o O u V m m W O v 3 r 0 0 v � l9 u x F- c 0 v w c m v v c A ` E o u c v v m N in T a+ �➢ Q U Ila N a v v � E m o _ m O c m F a c N o 0 m E v � v c V v d � � v v v m x N K F C C F O V W O C 0 O O C C ] O V v m Q O N V C m % a X x % J 'r F C C C E � � a ¢ a n `oo a v Y W C W d C w N N d W C = N c v C v - v 0 U 0 V o n o n v m a m o v o v V v E u v E N > T m > T N N ' N � tl0 n A N 6 N v � O N N T 3 0 ¢ ma ¢ v c E w E V C a U u O a c N o m E v � v c v d � � v v v m K K F C C O V O C V v - E O N C m % a F- Q C J O V a X m F c 0 U n 0 Q 0 w A N c� m W x F v L v c_ N G) L O ` 3 E � N d m L U U m N C v O O C A N a � N N o v m d a O a m v m > y a m m c m v v v « 1- N ti C K v W v c_ N G) L m C ` 3 W C N d m L U U E u L V O C A N a � c � a o � m � y v o 0 c c � v C L _ m E 4 N a r G a v W N m C W C m L U U o L V v N a � N v � � c C a C L _ m E 4 O v N V O r a m a m L w v w a H V m W N ry c a a y o m o v x m o H �+a o c a E O E 4 0 a m c = c m � m L c m H V m W N ry c a o u a an v c m m c L m V L h U N N a C a o l c 3 O X 9 m w `w U X F v C 0 0 C C 3 7 0 0 � u u a ¢ O X X V F F ¢ c c x o 0 H Z Z C_ O E a �n a '= c a m �n p; a m c L a 3 v > a Z E c = O u 0 o A p LL K v v v « p ¢ =LL Ga m m� C m a LL G i 3 m 2 C N H C E . 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I d N o c ( U U U.0 N N a rn l J m IWWWW U U v v min +. U. U 3 W Na J "U UUW W f7 U U U U L J 3 U 2 U 'U 2 O yy :a - o aaaaaa ada..m 'O 4A -6 C) a, m O Z j N N N N N W N N N N N d N m m j V N y N N >> >>> >> >> >> 7> J N N N N y N Q L L L L L > U N G O N y >> > L CC Q 0 a'00 000000 0o 000ymppp�p cY ooym a m 2 ,0 ?: ?: a� m w u a m p p 2 ❑ `o W 3 J U U N IU U U U U U U U U U U U U U U U U U J U J J J U 3 U U p U K U U U U U U U U U U U U U U U 0 U U U U U U U U U U 'D U U U U U U U U U 0 U O v v v a� o Q 7 c m a Q `m � a 1 N � � N � F > O O Z Y v 6 Q ¢ O E �n `oa 3 LL c Y � U � O _ O � v T Y c 3 0 U I N bA W i a I �! 0 U 9 V > O C N y O v > U c . ' U N m C N U ' a? N m g'w c c'c U o E Z y NIN UUU (Uj V d'.0 C O V >>) 0 d' U U U U V 0 V U U U 0 Hardware Requirements - Exhibit D Recommended Server Disk Space The following table IisLs the recommended disk space for the Application, File, Integration servers, or document imaging system. Server or document ing system • Photos o Photos: 1 MB * parcel* N (keep under 1 MB for data transfer speed) N is the number of photos per parcel Example: 330,000 *3 *1 MB= —1 GB for photos • Sketches: 100 KB Example: 330,000 *3 *100 KB= —100 MB • Documents: 50 KB Example: 115,000 *1.5 *50 KB= —8.63 MB SQL /Oracle Environment If you are running SQL replication off of Oracle of an Oracle instance, you need both the database servers. Server Planning Requirements A minimum of two servers is required for the Encompass framework: • One database server • One server that performs the other server roles The following is a guideline in order to project your future server requirements. The following table lists the recommended servers for the different server roles, which can be installed on separate servers or combined based on the jurisdiction's requirements. _ °W _.. A h Server Requirements CCI Components Oracle Database Server a 64 -bit Oracle Database Server on 0 Database storage any Server operating system supported by Oracle • Two 2.4 GHz or higher • 16 GB of RAM • Eight 200 GB Hard Drive (RAID 10) SQL Database Server 0 64 -bit Windows Database Server Database storage • Two 2.4 GHz or higher • 16 GB of RAM • Eight 200 GB Hard Drive (RAID 10) File Server ° Windows Server 2003 or 2008 Documents • Two 2.4 GHz or higher ° Photos • 16 GB of RAM • Sketches • Eight 300 GB Hard Drive (RAID 5) Application /IIS 0 Windows Server 2003 or 2008 • ClickOnce Server ° Two 2.4 GHz or higher Deployment C 16 GB of RAM • Encompass applications • Four 146 GB Hard Drive (RAID 5) Integration Server ° Windows Server 2003 or 2008 • DataLoad • Two 2.4 GHz or higher ° FileLoader • 16 GB of RAM ° Data Mart • Eight 200 GB Hard Drive (RAID 5) • Third -party vendor integration Services Server ° Windows Server 2003 or 2008 • Services • Two 2.4 GHz or higher • 16 GB of RAM • Four 146 GB Hard Drive (RAID 5) The following table lists the recommended client machines /workstations. machines tationsl I ^ Windows XP Professional, Vista Business, and Windows 7 Y Intel Core2 Duo 2.4 GHz 4GBofRAM 40 GB Hard Drive minimum with 6 GB of Free Disk space for Application C Application requires 1.4 GB of Disk space CCI recommends a 100/1000 TCP /IP network on a domain for all client machines and servers. An internet connection to the servers is required for remote access to help with deployment and customer service activities. Upgrades Release Schedule and Software Upgrades — System upgrades are included in the Annual Maintenance and Support Agreement. Two releases are scheduled each year, with service releases added as required to ensure legislative requirements and customization requests are being met. There is never a charge for an upgrade for minor releases, service releases or platform release. Enhancements applied to the applications are made available to all customers and typically are turned on or off with a site option or configuration. The online documentation is continually upgraded to include new information pertaining to releases. If the release requires training, online sessions using web conferencing will be provided. The release schedule is published and shared with the current customers so that the requested functionality is visible. Application upgrades and service releases are deployed using an upgrader application with a GUI interface. This automated package not only installs the new version of the software, but also validates the data structure and looks for other possible issues that may have occurred during the upgrade. In addition, detailed release documentation is available describing the new functionality for that release. The upgrade package is posted on the support website for the county to download and run at their convenience. The ease of the upgrade application allows the county to apply the upgrades or service releases without requiring any technical support, although the CCI support team is always available to assist when needed. Upgrades are applied at the server level and pushed out to the clients automatically upon launch of the application. The recommended upgrade path includes a test database on the county site in which the upgrade can be tested prior to applying to the production site. Requests for enhancements come from our existing customers, potential customers, an advisory board and our own market research. Existing customers can request enhancements through the User Group. The requests are prioritized through a voting process among all User Group members. CCI dedicates specified hours to each minor build, at no additional cost to the Users, to fulfill the enhancement requests submitted by the User Group. The online documentation is continually upgraded to include new information pertaining to releases. If the release requires training, online sessions using web conferencing will be provided. Additionally, CCI conducts market research and consults with an advisory board in order to fully understand the technological needs and industry trends that may not have been brought forth from our existing customers. Customers can also request customizations or enhancements through a paid Work Order process. Cost is $150 hour. 1109 Oak Park Drive, Fort Collins, CO 80525 ® 800.806.7896 0 coloradocustomware.com EXHIBIT F - Customizations There are a variety of ways for the jurisdiction can effect changes in the software. There may be times when a modification to the software is desired or required because of statutory changes. The first step for anyjurisdiction or group of jurisdictions would be to contact their customer support representative and indicate what the new requirements would be. There is a chance that CCI may already be planning for the changes or in process of making a similar change for another jurisdiction. The client may also choose to approach the user group for the opportunity to add the new function to the group enhancement request list. If the above steps don't meet the needs of one or more of the counties, they can approach CCI about creating a Work Order for costing and estimated delivery time. Some changes may be completed at little or no cost to the jurisdiction(s). Others may be shared in cost by CCI and one or more jurisdictions. In any of these cases the total cost to any work order will be clearly presented to the jurisdiction for approval prior to start of work. Any changes made to the application as the result of a work order are available for any CCI customer to use if they desire. There may be rare cases when CCI makes the determination that the requested functionality may not be compatible with the current program design. If this unlikely event happens, CCI will make every effort to find some work around or alternative method for thejurisdiction to complete the requested function.