HomeMy WebLinkAboutC14-469 Harris Systems, Inc. Master License and Services Agreement . ` HARRIS SYSTEMS USA, INC. MASTER LICENSE AND SERVICES AGREEMENT This Master License and Services Agreement (this "Agreement") is made and entered into this 30t" day of December, 2014, with an effective date of January 1, 2014 ("Effective Date") by and between HARRIS SYSTEMS USA. Inc., and BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO ("Licensee"), coflectively the 'Parties." 1. DEFINITIONS. alterations thereto which do not establish new or 1.1 "Purchase Order" has the meaning set forth conflicting terms and conditions from those set forth in Section 2. in this Agreement and the oxhibifts> attached hereto or entered into pursuant to the terms of this 1,J "Licensed Software" means proprietary Agreement In the event of a conflict between the HARRIS SYSTEMS USA, INC. Collect Ware terms of this Agreement and a Purchase Order, the software (in object code format only) and related applicable terms of this Agreement shall prevail over documentation that is identified in any mutually the conflicting terms of such Purchase Order. agreed upon Purchase Order. HARRIS SYSTEMS USA, INC. may reject a Purchase Order that does not meet the conditions 13 "Business Unit" means the specific county described above bypromptly providing Vo Licensee a division or operations unit identified ina Purchase written explanation of the reasons for such rejection, Order for which Licensee is authorized to use the Licensed Software In order to be valid, all Purchase Orders submitted by � Licensee must be substantially in the form of 1.4 "Intellectual Property Rights" means any Purchase Order attached hereto and shall be and all righta, whether or not regimtened, that may executed by authorized representatives of each party exist from time to time in this or any other prior to taking effect. Each executed Purchase Order jurisdiction under patent law, copyright |aw, moral sho|l be attached hereto and incorporated herein as rights law, publicity rights |aw, trade secret law, Purchase Order 1. 2. etseq trademark law, unfair competition law or other similar protections. 3. LICENSE. o 1 Grant of License. Subject to the terms of 1.5 "Support Call" means any request from this Agreement and any applicable Purchase Order, Licensee for technical assistance with the Licensed HARRIS SYSTEMS USA. INC. hereby grants to Software, Request may be initiated through a Licensee a non-exclusive, non-t,onsfanab|e, non' phone call or by utilizing the HARRIS SYSTEMS aub|icenoeaU|e. restricted license to use the Licensed USA, Inc. online support call service request Software for internal purposes on|y, for the specific system business purposes and Business Unit (if applicable), and during the license term specified in a Purchase 1.8 "Software Update" are defined as version Order (the "License"). The License permits updates or other updates or upgrades which may employees and authorized users of Licensee to use include odditiono, fixes or a complete revision of the the Licensed Software, HARRIS SYSTEMS USA, basic Licensed Software INC. acknowledges that Licensee paid to its 2, PURCHASE ORDERS. predecessor, Colorado Customware, Inc. (CCI), a 2.1. Licensee may issue to HARRIS software licensing fee in the amount of $334,210 for SYSTEMS USA INCwd�en purchase Orders the right to use the Licensed Software and that HARRIS SYSTEMS USA, INC., purchased the identifying the Licensed Software (as defined �' ' Intellectual Property Rights to the Licensed Software above) and services Licensee desires to obtain from CCI as a result of bankruptcy pnooaedinQm hnmHARR|SSYSTENSUSA' INC. (the "Purchase initiated by CC| In consideration of the same, the Order(s)"). With the exception of the effective date ' and annual fee, Purchase Orders shall b� Parties agree that there will be no licensing fee associated with Licensee's use of the Licensed consistent with the terms and conditions of Purchase Order 1, attached hereto, and the terms Software during the term of this Agreement. and conditions of this Agreement. It is the parties' intent'that the initial veno�nof each Purchase Order 3.2 Prohibited Uses, Licensee may not (i> shall be generated by HARRIS SYSTEMS USA. transfer all or any portion of the Licensed Software INC, HARRIS SYSTEMS USA. INC. shall accept and may not permit use by third parties or utilize any mutually agreeable Purchase Orders or software to perform work for other counties, (ii) ------------ - - °^Rpm SYSTEMS USA INC Page 1 of 11 4m / ^ ' reinstall orl use the Licensed Software in a Agreement (or any Purchase Order hereunder), production environment following the expiration or HARRIS SYSTEMS USA' INC. agrees to assist and I termination lof this Agreement unless it enters into cooperate with Licensee to facilitate Licensee's an additiortal license agreement with HARRIS transition off of the Licensed Software and on to an SYSTEMS USA INC, but Licensee may use the alternative software solution (^Trnnaition Licensed S~ftmore and documentation for up to 12 Assistance"), Licensee shall pay HARRIS SYSTEMS months foll owing the expiration or termination of USA, INC. for such Transition Assistance at HARRIS this Agree ont in a non-production environment, SYSTEMS USA. |NC.`o then-current standard fees (iii) attempt to circumvent any technical devices of billed on a pro rata basis for each partial or full month the L|m*nu° Software that are directed at or have during which Transition Assistance is being provided the effect o enforcing the terms of this Agreement, (iv) make °opies of the Licensed Software other than for ba kup, iraining, testing or other internal 4.2 Maintenance and Support Services. support oa'^ons^ or (v) modify, create derivative HARRIS SYSTEMS USA, INC. shall provide works, tran |ahn, decompile or create or attempt to maintenance and support services ("Maintenance") creote, by everse engineering or otharwioe, the as described in Purchase Orders to maintain the source co,~ from the object code supplied to Licensed Software in compliance with State Property Licensee. Lioeuseo may not removm, modify or Tax legislation and to provide technical support, obscure an copyright, trade secret, confidentiality, Licensed Software updaes, and other services as tnsdernmrk. Service mark or other proprietary hQhtw, described in Purchase Orders. Unless otherwise set notice legend any copy of the Licensed forth in an applicable Purchase Order, Support Calls, Software, the media on hich it is nonbsined, or as defined in section 1,5, for service will be provided related date, documentation or other materials. during the Licensee s normal business hours and will Licensee may market, sell, lend. ,ent, leaom, or be responded to in a maximum of 2 hours from the otherwise distribute the Licensed Software, Except time the call was placed. Licensee understands and as otherwise expressly provided herein, Licensee agrees that if Licensee discontinues and then may not aSsign, sublicense or otherwise transfer resumes the use of Maintenance, licensee will be any rights in or to the Licensed Software. The required to pay HARRIS SYSTEMS USA, INC, the Licensed ftware shall not be used under any entire Maintenance services fees for the period of circumstan whatsoever directly or indirectly |n a disnontinuannm, plus the WYainbenmnce services then computer mineoaorsemice bureau o,ina nonnm*ncing rental uruodnmeroia|timeuhadnQanangement . 5� FEES AND EXPENSES, In consideration for the Maintenance to be provided by HARRIS'esiqna0ed Hardware. Licensee SYSTEMS USA, INC., Licensee shall pay the agrees to operate the Licensed Software on maintenance fees as �'dicoted in the applicable hardware that is owned and operated by the Purchase Order, Licensee"~^sme will will pay these fees Licensee owned and managed by authorized within thirty (3O 'dovmthe date of the invoice. third party fer which the Licensee is the lessee and unless otherwise provided in the Purchase Order that meets or exceeds the requirements as If at any time during the term or within six (6) specified or recommended by HARRIS SYSTEMS months after termination or expiration of this USA. INC. m�Punohase(���r ^ � Order, Agreement, Licensee determines that an incorrectly invoiced payment was made to ` SERVIOIES HARRIS SYSTEMS USA, INC ^ HARRIS 4 1 Professional Services. HARRIS SYSTEMS SYSTEMS USA, INC. shall, upon receipt of USA INC,, shall provide professional services written notice from Licensee reimburse Licensee ` `~^`'~~~ / as described in Purchase Orders to c c he,srhonc r e,n of �hsm u ochopnaheyxm1 aonfttdh diS n inogn|byn. assist with and configu incorrectly invoiced means that HARRIS in connecti SYSTEMS USA, INC, has referenced: an described i mutual ~g' Order, HA tshvm |io �eoUno amount not previously agreed 0oinwriting by the relation to a Sen/}ce, milestone or deliverable, vhich has not yet been performed or completed, or <o> an amount in relation expenses that were in the Agreement, (b) an amount in will perform these Services at the rate and charges set forth in applicable travel, '''~a and lodging ~°p~''"~". not in accordance with Eagle County's Business which vvU| r�mbu,seuin accordance wd a handt ~� Expense Reimbursement Pn|icy, Despite the the limits sØt by Eagle County's Business Expense foregoing, the Licensee's sole remedy with Reimbursements polioy, Upon Licensee's written ' � respect to a breach of any of the express request, folbwing termination or expiration of this warranties in Section 8 is the repair and / HARRIS SYSTEMS USA INC -- • Page 2 of 11 . ` replacement of the Licensed Software or re- HARRIS SYSTEMS USA, INC. confidential and performance of the applicable Services within a agrees not to onU, aswign, distribute or disclose any reasonable period of time and both parties Licensed Software or any portion of the Licensed acknowledge and agree that any payments Software to any other person or entity. Licensee made in relation to Services or Software agrees to advise its annp|oyees, agents and covered under warranty in Section 8 shall not consultants of the confidential and proprietary nature be reimbursed, of the Licensed Software (including all related data, documentation and other materials) and of the restrictions imposed by this Agreement, and agrees 6., PROPRIETARY RIGHTS AND to confine access to Licensee's employees, agents CONFIDENTIALITY. and consultants solely on a need-to-know basis, 61 Licensee understands and agrees that subject to all restrictions imposed by this Agreement the Licensed Softwara, related data, Demonstrating the capability of the system to, dnoumenlodon, and all other information and competing vendors, and/or competing agents shall be materials provided by HARRIS SYSTEMS USA, a disclosure of the Licensed Software that constitutes INC. to Licensee (the "Proprietary Information') are a material breach of this Agreement, The Parties confidential and that HARRIS SYSTEMS USA, INC, agree that in the event Licensee transitions to a has and will have exclusive Intellectual Property software solution other than the Licensed Software, Rights in such Proprietary Information. For that Eagle County may release the necessary and purposes of this Agreement, "Proprietary detailed information solely for the purpose of Information" shall include all third-party information facilitating the conversion of the recorded data to the provided by HARRIS SYSTEMS USA, INC, to new systems and that HARRIS SYSTEMS USA, INC. L1m*osee. Licensee acknowledges and agrees that will reasonably cooperate with Licensee in said no title or ownership of the Licensed Software or transition. any of HARRIS SYSTEMS USA, INC.'S Intellectual Property Rights is transferred to Licensee by this 6.3. HARRIS SYSTEMS USA, INC. agrees to Agreement and that the Licensed Software and all keep confidential all of Licensee's confidential Intellectual Property Rights are and will remain the informoUon, and agrees not to aoU, assign, distribute exclusive property of HARRIS SYSTEMS UGA, or disclose any such confidential information to any INC., Except as otherwise expressly set forth in other person or entity without seeking written • any Purchase Order, HARRIS SYSTEMS USA, permission from the Licensee. HARRIS SYSTEMS INC. shall own all hght, dme, and interest in and to USA, INC. agrees to advise its ampkoymeu, agents, all Deliverables that are written or created by and consultants of the confidential and proprietary HARRIS SYSTEMS USA, INC. personnel alone or nature of such confidential information and of the jointly with Licensee or third parties in connection restrictions imposed by this Agreement and agrees with this Agreement. "Deliverable" shall mean any to confine access to HARRIS SYSTEMS USA, INC.'s work prnduct, software, co-devo|opment, ana|ysin, emp|oyeos, agents and consultants solely on a need- or other deliverable(s) produced for or delivered to to-know basis, subject to all restrictions imposed by Licensee under this Agreement in connection with a this Agreement. HARRIS SYSTEMS USA, INC. Purchase Order. acknowledges that Licensee is subject to the Colorado Open Records Ant, Colo, Rev Statues §§24'72'281, et aeq., and that some reconds, as 6 z Licensee agrees not to make any claim defined therein, shall be released in accordance with or representation of ownership of any of the the statute. HARRIS SYSTEMS USA, INC. Licensed Software and all related data, acknowledges and agrees that data stored within the documentation and other matedo|o, including any database within the Licensed Software remain Deliverables, Subject only to the rights expressly property of Eagle County and Eagle County shall be granted to Licensee under this Agreement entitled to recover all such data upon the expiration of according to the non-exclusive License herein, all termination of this Agreement. righbo, title and interest in and to the Licensed Software including without limitation the Proprietary n+. The provisions of this Section 6 apply to Rights will remain with and belong exclusively to the Licensed Software as originally delivered by HARRIS SYSTEMS USA, INC. This is a software HARRIS SYSTEMS USA, INC. and as modified or license agreement and not an agreement for the otherwise enhanced and to any data documenbghon, sale of the Licensed Software, Unless otherwise other materials and information regarding the required by law or order of a court of competent Licensed Software that has been given to Licensee jurisdiction, Licensee agrees to keep all Licensed prior to the Effective Date, and apply to Licensee and Software (including all data documentation and to all emnp|oymes, agents, consultants and affiliates of other materials subject to copyright protection) of Licensee, --- HARRIS SYSTEMS USA INC Page 3 of 11 6.5. "censee agrees to cooperate with software, hardware or data other than that with which HARRIS S TEMS USA, INC. in its efforts to stop the Licensed Software is specifically designed to be and prevent any possession or use of the Licensed used, solely as expressly specified in the Software (in luding all related data, documentation documentation or this Agreement, or (iv) use of a and other aterials) by any person or entity not prior version of the Licensed Software, if the authorized by this Agreement to have such infringement claim could have been avoided by the possession br use, Any litigation concerning rights use of the current version of the Licensed Software. in and to its ntellectual Property rights shall be filed in the name of HARRIS SYSTEMS USA, INC., and 7.3. If an infringement claim arises, or in at its own c t, HARRIS SYSTEMS USA, INC.'s reasonable opinion is likely to arise, HARRIS SYSTEMS USA, INC. may 6.6. The parties agree that any breach of the at its own expense obtain for Licensee the right to provisions of this Section 6 will cause substantial continue using the Licensed Software, modify the damages, tiat the amount of such damages is Licensed Software to make it non-infringing, or difficult to determine with precision, and that any substitute other Licensed Software of substantially remedies at law for such a breach will entitle the similar capability and functionality. If none of these owner of the confidential information or Proprietary options are feasible. HARRIS SYSTEMS USA, INC. Information has the case may be in addition to any may terminate the License for the infringing Licensed other reme ies it may have, to temporary and Software and refund to Licensee the Maintenance permanent Injunctive and other relief, without the Fees paid by Licensee during the then current Term: necessity Of posting bond or proving actual THIS SECTION 7 STATES THE ENTIRE damages. OBLIGATION OF HARRIS SYSTEMS USA, INC.. AND THE EXCLUSIVE REMEDIES OF LICENSEE 7. IND MNITY. WITH RESPECT TO ANY CLAIMS OF 71. he Licensee cannot and by this INFRINGEMENT OR INTELECTUAL PROPERTY Agreement does not agree to indemnify, hold RIGHTS VIOLATIONS. harmless, exonerate or assume the defense of HARRIS SYSTEMS USA, INC. or any other person 8, WARRANTY AND LIMITATION OF or entity w atsoever for any purpose whatsoever. LIABILITY. HARRIS STEMS USA, INC. shall defend, 81. HARRIS SYSTEMS USA, INC. warrants indemnify nd hold harmless the Licensee. its that as of the Effective Date of this commission rs, officials, officers, directors, agents. Agreement, (i) it has the authority to grant and employ es from any and all claims, demands, the License extended under this suits, action or proceedings of any kind or nature Agreement to Licensee; (ii) any Services whatsoever,, including workers' compensation provided under this Agreement and any claims;, in arty way resulting from or arising from this Purchase Orders will be performed in a Agreement; provided, however, that HARRIS professional and workmanlike manner; SYSTEMS JSA, INC. need not indemnify or save and (iii) the Licensed Software will harmless t e Licensee, its officers, agents and conform substantially to its documentation employees prom damages resulting from the sole for ninety (90) days from delivery, negligence of the Licensee's commissioners, Licensee's sole remedy for a breach of officials, officers, directors, agents, and employees the express warranties in this section shall or from those infringement claims specifically listed be repair or replacement of the Licensed in section 7.�2, The indemnity provided hereunder is Software or reperformance of any subject to aragraph 8.5 and shall not apply to applicable Services within a reasonable amounts p id in settlement of any claim if such time, settlement s made without HARRIS SYSTEMS USA, INC.' prior written consent. 8.2. HARRIS SYSTEMS USA, INC., WARRANTS THAT THE LICENSED 7:2. his indemnity does not apply to and SOFTWARE WILL PERFORM HARRIS STEMS USA, INC: will have no CALCULATIONS ACCURATELY AND IN obligation t Licensee for any infringement claim ACCORDANCE WITH ESTABLISHED that arises f om: (i) any modification to the Licensed COLORADO LAW Software by anyone other than HARRIS SYSTEMS N©THWITHSTANDING THE USA, INC. unless approved in writing by HARRIS FOREGOING, THIS WARRANTY SHALL SYSTEMS USA, INC.; ii) use of the Licensed NOT APPLY IF THE LICENSEE HAS Software o er than as specified in this Agreement FAILED TO UNDERTAKE A or in the a plicable documentation; (iii) use of the REASONABLE REVIEW OF THE Licensed S ftware in conjunction with third-party CALCULATIONS PRIOR TO USE OF HARRIS SYSTEMS USA:INC.. Page 4 of 11 THE LICENSED SOFTWARE OR SAVINGS, EVEN IF THE OTHER PARTY AFTER ANY CHANGES TO THE HAS BEEN ADVISED OF THE CALCULATIONS. LICENSEE'S SOLE POSSIBILITY OF SUCH DAMAGES. REMEDY FOR BREACH OF THE EXPRESS WARRANTIES IN THIS SECTION SHALL BE REPAIR OR 9. TERM AND TERMINATION. REPLACEMENT OF THE OFFENDING 9.1. The term of this Agreement shall begin on PIECE OF SOFTWARE PERTAINING the Effective Date and continue in effect TO THE ERROR OR ANOTHER until terminated as provided herein. In REMEDY THAT IS MUTUALLY the event that either party fails at any time AGREED UPON BY THE PARTIES. to comply with any of its obligations under this Agreement and fails to cure such 8.3. HARRIS SYSTEMS USA, INC. MAKES breach within sixty (60) calendar days NO OTHER WARRANTIES OR after the giving of a written notice of REPRESENTATIONS WITH RESPECT breach that describes in reasonable detail TO THE LICENSED SOFTWARE OR the alleged breach, the other party may ANY SERVICES TO BE PROVIDED terminate this Agreement effective on the UNDER THIS AGREEMENT OR ANY 61st day after the original written notice of APPLICABLE PURCHASE ORDER, breach unless some interim arrangement WHETHER EXPRESS, IMPLIED, has been reached between the parties STATUTORY OR OTHERWISE, IN during the 60-day cure period. HARRIS FACT OR IN LAW, INCLUDING SYSTEMS USA, INC., may, upon written WITHOUT LIMITATION ANY IMPLIED notice to Licensee, immediately terminate WARRANTIES OF this Agreement where it can reasonably MERCHANTABILITY, NON- establish material non-compliance of any INFRINGEMENT OR FITNESS FOR A provision of Section 3 or Section 6, Upon PARTICULAR PURPOSE. HARRIS termination by HARRIS SYSTEMS USA, SYSTEMS USA, INC. DOES NOT INC, and expiration of the period HARRIS WARRANT THAT THE PRODUCT WILL SYSTEMS USA, INC. is providing OPERATE WITHOUT INTERRUPTION Transition Assistance, if applicable, OR BE ERROR FREE, Licensee shall immediately destroy all copies of the Licensed Software, and 8.4. EXCEPT AS EXPRESSLY PROVIDED certify to HARRIS SYSTEMS USA, INC, IN THIS AGREEMENT OR ANY that it has retained no copies of the APPLICABLE PURCHASE ORDER. Licensed Software. Upon termination, HARRIS SYSTEMS USA, INC, HAS NO regardless of the reason for termination, DUTY TO UPDATE, MAINTAIN OR Licensee shall pay HARRIS SYSTEMS PROVIDE ANY ENHANCEMENTS FOR USA, INC. all undisputed Fees or THE LICENSED SOFTWARE. expenses then due or incurred up to the time of termination. The rights and 85 EXCEPT FOR DAMAGES ARISING responsibilities of the parties pursuant to OUT OF (a) DAMAGE TO TANGIBLE paragraphs 3.2, 5, 6, the limitation of PROPERTY, (b) INJURY OR DEATH liability provisions of paragraph 8, and TO PERSONS, (c) THE BREACH OF paragraph 10 shall survive the expiration EITHER PARTY'S INTELLECTUAL or termination of this Agreement PROPERTY OR PROPRIETARY RIGHTS, (d) OR THE CONFIDENTIAL 9.2 HARRIS SYSTEMS USA, INC. has an OBLIGATIONS SET FORTH HEREIN, existing escrow arrangement of the NEITHER PARTY SHALL BE LIABLE Software with Iron Mountain Escrow TO THE OTHER OR ANY THIRD Services ("Third Party Escrow Account"). PARTY FOR DAMAGES IN EXCESS At Licensee's request, HARRIS OF ANY AMOUNTS ACTUALLY PAID SYSTEMS USA, INC. shall provide TO HARRIS SYSTEMS USA, INC. Licensee with the standard escrow HEREUNDER. NEITHER PARTY beneficiary enrollment document for SHALL BE LIABLE TO THE OTHER participation in HARRIS SYSTEMS USA, PARTY FOR ANY SPECIAL, INC.'s source code escrow arrangement. CONSEQUENTIAL, INDIRECT, Licensee has the option to participate or PUNITIVE OR EXEMPLARY enter a separate contract with the escrow DAMAGES, LOST PROFITS OR LOST service. HARRIS SYSTEMS USA, INC. HARRIS SYSTEMS USA.INC. Page 5 of 11 sihall maintain the Third Party Escrow for the performance of Licensee's obligations ccount for the current and any under this Agreement. then this Agreement ubsequently improved source code in shall automatically expire without penalty to r lation to the Software. Licensee shall Licensee thirty (30) days after written notice e entitled to access the source code if to HARRIS SYSTEMS USA, INC.of the non - appropriation SYSTEMS USA, INC. any appropriation of public funds Licensee is not uccessor or assign of HARRIS under obligation to make any future YSTEMS USA, INC. (1) enters into apportionment or allocation to this hapter 7 bankruptcy, is declared Agreement nor is anything set forth herein i solvent or a receiver is appointed, or this section 9.2 a limitation of liability for O no longer provides support and HARRIS SYSTEMS USA, INC. Any potential Maintenance services related to the expenditure for this Agreement outside the Licensed Software and the Licensee has current fiscal year is subject to future annual urchased and paid for support and appropriation of funds for any such proposed aintenance services during the term expenditure, uring which support and maintenance rvices were provided. In the event of a 9.4 In the event of termination of this lease of the source code from the Agreement, HARRIS SYSTEMS USA, INC. scrow under the conditions specified agrees to reasonably cooperate with bove, the following additional terms Licensee to facilitate Licensee's transition off nd conditions shall apply: (1) Licensee of the Licensed Software and on to an Shall be entitled to use and modify the alternative software solution. Licensee shall Source code (and create derivative pay HARRIS SYSTEMS USA, INC.'s then Works thereof); and (2) Except as current professional services fees and expressly provided herein, all of the related expenses on a monthly basis, for remaining terms of this Contract which HARRIS SYSTEMS USA, INC. may (Including without limitation, the limits suspend such transitional services where the contained in the license granted Licensee has not paid such fees on time. hereunder, and the constraints on distribution or communication of the gonfidential information) shall survive the 10. MISCELLANEOUS. r lease of the source code from escrow, he Licensee shall, however, not be 10.1 Neither party will be liable for any failure to ble to provide the Licensed Software, comply with or delay in performance of this PY Y P t e source code and any denvate work Agreement where failure or delay is caused by or thereof to a third party that would be results from any events beyond its control, donsidered to be a resale, sublicense or including but not limited to fire, flood, bureau use thereof. Upon release of the source code as specified herein, earthquake, accident, civil disturbances, acts of Licensee shall have no further obligation any governmental entity, war, shortages, to pay the service and licensing fees embargoes, strikes (other than those occurring in pe pay the this service and Licensee shall the workforce of the party claiming relief, or the say the maintenance fees of Iron workforces of its subcontractors), transportation Mountain Escrow Services pursuant to delays, or acts of God, • any escrow agreement between the Licensee and the escrow service. If 4. 10..2 This Agreement will inure to the benefit of Licensee decides to discontinue the and be binding upon the . parties and their scrow specified herein, the remainder f this Contract will remain in full force respective successors and permitted assigns; provided however, that (i) Licensee may not nd effect. assign or otherwise transfer this Agreement or any of its rights and/or obligations hereunder without the prior written consent of HARRIS 9.3 NON-APPROPRIATION. HARRIS SYSTEMS USA, INC., and (ii) HARRIS SY$TEMS USA, INC. acknowledges that SYSTEMS USA, INC. may only transfer or Lic see is a governmental entity and the assign its rights and obligations under this con race validity is based upon the Agreement to: (a) an affiliate with notice, in ova ability of public funding under the connection with a merger or acquisition or in out ority of its statutory mandate. In the connection with a corporate reorganization, or(b) eve t that public funds are not appropriated a third party upon written consent of the HARRIS SYSTEMS USA,INC Page 6of11 . . Licensee, which consent will not be reasonably withheld* The Agreement shall inure to the benefit of and be binding upon the parties to 107 If any provision of this Agreement or this Agreement and their respective successors compliance by any of the parties with any and permitted assigns provision of this Agreement constitutes a violation of any |aw, or is or becomes unenforceable or void, then such provision, to the 10.3 This Agreement constitutes the full and extent only that it is in violation of |avv, complete understanding and agreement of unenforceable or void, shall be deemed modified HARRIS SYSTEMS USA, INC, and Licensee as necessary so that it is no longer in violation of and supersedes all prior negotiations, |ovv, unenforceable or vold, and such provision understandings and agreements pertaining to will be enforced to the fullest extent permitted by the subject matter of this Agreement. This law. If such modification is not possible, such Agreement will be supplemented by one or provision, to the extent that it is in violation of more Purchase Ordmre, which will be deemed |avv, unenforceable or void, shall be deemed to be part of this Agreement when signed by severed from the remaining provisions of this each party. Agreement, which provisions will remain in full force and effect. 10.4 No de|my, omission or failure to exercise any right or remedy under this Agreement will 10.8 In the event that any provision of this be deemed to be a waiver of such right or Agreement is held to be iUeQa|, invalid or remedy or acquiescence to the event giving unenforceable, under present or future laws, then rise to such right or remedy, but every such (0 such provision will be fully severable and this right and remedy may be exercised from time Agreement will be construed and enforced as if to time and so often as may be deemed such i||ega/, invalid or unenforceable provision expedient by the party exercising such right or were not a part hereof, (ii) the remaining remedy. provisions of this Agreement will remain in full force and effect and will not be affected by such illegal, invalid or unenforceable provision or by its 10.5 HARRIS SYSTEMS USA, INC. is an severance from this Agreement, and (iii) there independent contractor and is free to perform will be added automatically as a part of this services for other clients. Notwithstanding any Agreement a provision similar in terms to such provision of this Agneement, all personnel U|ago|, invalid or unenforceable provision as may assigned by Harris Systems USA, Inc, to be possible and still be |ega|, valid and perform work under this Agreement shall be enforceable and remain at all dmoa, employees of Harris Systems USA, Inc. for all purposes. HARRIS SYSTEMS USA, INC. IS NOT ENTITLED TO 10.9 The parties may make disclosures regarding WORKERS' COMPENSATION OR this Agreement required by |ega}, accounting, or UNEMPLOYMENT BENEFITS THROUGH regulatory agencies. Subject to the THE COUNTY AND IS OBLIGATED TO PAY confidentiality restrictions set forth in Section 6 FEDERAL AND STATE INCOME TAX ON ANY above and applicable law, the parties may create MONIES EARNED PURSUANT TO THE and distribute media releases, public CONTRACT RELATIONSHIP, announcementn, or make public disclosures regarding the existence of the Agnaoment, and the contents hereof, and such releases, 10.8 This Agreement will be governed by and announcements and disclosures may include the construed in accordance with the laws of the name trademark or logo of either of the parties, United States and the State of Co|onodn, and be posted on the parties respective web without respect to conflict of laws principles, sites. Any media release or public The parties hereby irrevocably consent to the announcement by Licensee regarding this exclusive jurisdiction of the State and Federal Agreement shall be subject to prior approval by District Courts for Eagle, County, Colorado for HARRIS SYSTEMS USA, INC HARRIS the commencement or maintenance of any SYSTEMS USA, INC. may disclose Licensee's action between the parties arising hereunder* name on a list of customers. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded 10,10 This Agreement will become effective only from application to this Agreement. upon execution of this Agreement by an ------------ HARRIS SYSTEMS USA INC Page rm11 . ` . authorizled officer of , HARRIS SYSTEMS USA, deemed an original, and all of which together INC. and Licensee. shall constitute one and the same instrument. 10.11 Any notice or communication required or 10.14 NO WAIVER OF GOVERNMENTAL permitted to be given hereunder may be IMMUNITY ACT: The parties hereto understand delivered by hand. deposited with an overnight and agree that the Cpun\y. its cornmisoipnera, couher, sent by confirmed hamsim||e, or mailed offioia|o, officero, direptpro, agents and by | emp|nyees, are relying on and do not waive or requested, postage prepaid, in each case to the intend to waive by any provisions of this addresS of the receiving party indicated below, Agreement. the monetary limitations or another or at sUch other address as may hereafter by rights, immunities and protections provided by furnished| writing by either party hereto to the Colorado -- - _ _ I �.�� ~ A- °° -4 other. Such notice will be deemed to have 10-101 to 120. C.R G, or otherwise available to been giden as of (i) the date it is delivered in the County, the ca Se of delivery by hand or overnight delivery (ii) on the date of facsimile if sent by confirmed facsimile, and (iii) three (3)days after 10.15 CONFLICT OF INTEREST: HARRIS deposit in the mail in the case of certified mail SYSTEMS USA, INC, agrees that no offida), delivery Copies of all notices to HARRIS officer or employee of the Licensee shall have SYSTE any personal or beneficial interest whatsoever in the services or property described herein. and , Technology Drive, HARRIS SYSTEMS USA, INC. further agrees es S i , Plano, TX 75074- Copies of all notices to Licensee shall be sent to: 100 Third not to hire, pay, or contract for services of any � S�reStreet, Castle o�� Castle Rock, CO 80104. a|` officer or employee of the L|cenoee. A conflict of interest aho|l include tranaactions, activities or conduct that would affect the 10.12 The Uniform Computer Information judgment, actions rk of HARRiS8Y8TEK0S Transadtions Act does not apply to this USA, INC by placing HARRIS SYSTEMS USA. Agree nt. rr INC.'S own inNsnmmts, or the interest of any party with whom HARRIS SYSTEMS USA. INC. has a contractual arrangement, in conflict with those of 10.13 Thi Agreement may be executed in two or Licensee. more unbwrpnrto, each of which shall be 1 , HARRIS SYSTEM$USA INC. ------- Page 8 of 11 � • • IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. HARRIS SYSTEMS USA, INC. Address: 2600 Technology Drive, Ste 900 Plano, Texas 75074 By iU'Y,&( Name: Dean deVilleneuve Title; Executive Vice President BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE Address: PO Box 850 Eagle, CO 81631 By: � L s Name: /4\LMJ R i Title; Ct4%k-1 4:2rUUJ Date: HARRIS SYSTEMS USA,INC. Page 9 of 11 Purchase Order 1 Maintenance This Purchase Order 1 (Purchase Order") to the HARRIS SYSTEMS USA, INC. Master License and Services Agreement ("Agreement') is effective as of January 1 2014 ("Effective Date") by HARRIS SYSTEMS USA, Inc., and BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO("Licensee')pursuant to the terms of the Agreement. Capitalized terms used but undefined in this Purchase Order shall have the meanings assigned to them in the Agreement. 1, HARRIS SYSTEMS USA, INC will provide the following Maintenance services as of the Effective Date:. A. Unlimited phone, internet, and email support during Licensee's normal business hours for two(2)contacts. B Licensed Software updates as needed to stay in compliance with relevant legislation, as determined by HARRIS SYSTEMS USA INC. C. Periodic software updates that correct software defects that have been identified D General product enhancements provided to all Maintenance customers. E, Undertake best efforts to develop and supply timely patches and/or updates to address security vulnerabilities identified in the CollectWare Software and its underlying operating platform and components. 2. HARRISSYSTEMS USA, INC.agrees to comply with any and all security related legislation,including any regulatory requirements in Licensee's jurisdiction that are applicable to the Software, . 3; Licensee shall be invoiced annually with payment due on or before January 1 for the following year's Maintenance services, The Maintenance fees for the Initial Term (as defined below) shall be the pro rata amount of HARRIS SYSTEMS USA, INC.'s set Maintenance fee for the then current year. 4. Paymen of the Maintenance fees are required to be paid by Licensee as specified in the Agreement Payment of the Maintenance fee is due within thirty(30)days after the receipt of HARRIS SYSTEMS USA, INC,'s invoice by Licensee. In no event shall Licensee be liable for payment under this Agreement for any amount in excess of the amounts stated in section 5. The Liceisee is not under obligation to make any future apportionment or allocation to this Agreement nor is anything set forth herein a limitation of liability for HARRIS SYSTEMS USA, INC. Any potential expenditure for this Agreement outside the current fiscal year is subject to future annual appropriation of funds for any such proposed expenditure, 5. Annual Maintenance fees for the period January 1 2014 through December 31 2014 are set forth below and will be prorated based on the current support terms listed in 5A below, Proration of Maintenance fees will only be granted if Licensee has paid CCi for ell current Maintenance fees as of the effective date of this Agreement. Otherwise,the Maintenance fees shall be those "Annual Fees"as listed below. Prodtct mm Annual Fee ` Fee Due January 1 2014 CollectWare $28,800.00 $26,400.00 Total Maintenance $28,800.00 $26,400.00(11 month proration) 1 5A. Payment for all maintenance services between the effective date of this agreement and the start of the new maintenance period described in section 4 above will be prorated based on the following annual amounts: CollectWare Effective Date through December 31 2014 $26,800,00 The Maintenance term shall begin immediately as of the Effective Date where the Licensed Software has previously been installed as applicable and continue for a period ending at the end of the day on December 31"of the then current year("initial Term"), Upon expiration of the Initial Term. this Purchase Order shall automatically renew for successive periods of one (1) year('"S bsequent Terms')on January 1"of the subsequent year and ending at the end of the day on December 3151 of the same ye r unless either party provides the other party with written notice of its intent not to renew at least ninety(90)days prior to the e iration of the then current term that such term will not be renewed. Where such notice is not provided,the payment for the aintenance fee related to each Subsequent Term is due within thirty (30) days of Licensee's receipt of a properly submiti invoice concerning the Subsequent Term, and Licensee shall be obligated to pay the Maintenance fee for the entire Subsea nt Term, 6. In the e nt a material change in legislation requires a substantial amount of development effort by HARRIS SYSTEMS USA, INC„ as determined by HARRIS SYSTEMS USA, INC. with client consultation, HARRIS SYSTEMS USA, INC, reserves the right to impose a one-time Legislative Compliance Fee which shall be a fee that is in addition to the Maintenance fee detailed above and which may invoiced at any time during the Initial Term or any Subsequent Term,but no more than once in any given HARRIS SYSTEMS USA INC COMPANY CONFIDENTIAL Page 10 of 11 • term. A substantial legislative change would be any change that requires more than 400 (four hundred) hours to complete. The provisions of subsection lb to this Purchaser Order apply to any legislative change requiring less than 400(four hundred) professional service hours to complete. 7. After the Initial Term, maintenance fees may be adjusted with 180 days notice unless this Purchase Order specifies the pricing of any Subsequent Term, While HARRIS SYSTEMS USA, INC commits to charge Licensee reasonable maintenance charges in accordance with charges assessed to other Colorado Collectware counties, the Parties recognize that the cost of software development and maintenance may increase over time. Through December 31, 2017, maintenance fees may not be increased by more than 3% from the previous term. Thereafter, maintenance fees may not be increased by more than 5% from the previous term. IN WITNESS WHEREOF,the parties have executed this Purchase Order as of the Effective Date. HARRIS SYSTEMS USA,INC. Address: 2600 Technology Drive Ste.900 Plow,Texas 75074 By Name: Dean deVilleneuve Title: Executive Vice President BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE Address, PO Box 850 Eagle,CO 81631 • By - a/c) Name: (• Wi 1),(1 ki Title: Nikalt)ilYY‘&16 Date. 120DI td • HARRIS SYSTEMS USA.INC COMPANY CONFIDENTIAL Page 11 of 11