HomeMy WebLinkAboutContracts & Agreements_59-2006_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR
COMPUTER AIDED DISPATCH AND RECORDS MANAGEMENT SOFTWARE
This Agreement is made and entered into this 21 st day of March, 2006 by and
between the City of Redlands (,,City,,) and Spillman Technologies, Inc.
(—Consultant Consultant,J ). City and Consultant are sometimes individually referred to herein as
a %,Party,, ° and collectively as the ,�Parties.
in consideration of the mutual promises contained herein, City and Consultant
agree as follows.
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby acquires certain technology and engages Consultant to perform certain
support services in connection with City,s purchase of a computer software license
from Consultant pursuant to the Computer Software End-User License Agreement,
the Computer Software End-User Support Agreement and the Sales Quote/
Purchase Agreement (the —Related Agreements— ) which are attached hereto as
Exhibits"A" "B"and"C" respectively, and are incorporated herein by this reference
(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner and
Consultant represents that it has the skill and the professional expertise necessary
to provide the Services to City at a level of competency presently maintained by
other practicing professional consultants in the industry providing like and similar
types of services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The specific Services which Consultant shall perform are more particularly
described in the Related Documents.
2.2 Consultant shall comply with all applicable Federal, State and local laws and
regulations in the performance of this Agreement including, but not limited to, all
applicable Labor Code and prevailing wage laws commencing at California Labor
Code section 1770 et seq. and non-discrimination laws including the Americans with
Disabilities Act and the Fair Employment and Housing Act.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that is pertinent
to the performance of Services.
.2 City will mare provision for Consultant to enter upon City-owned property as
reasonably required by Consultant to perform the Services. j
D MiAgreements\ pill an Tech
:may
rx
rr"
t
3.3 City designates Cletus F. Hyman to act as its representative with respect to the
Services.
ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner and shall use
diligent, good faith efforts to perform in accordance with the schedule set forth in
Exhibit °D," entitled "Project Schedule," which is attached hereto and incorporated
herein by this reference.
ARTICLE 5 - PAYMENTS TO THE CONSULTANT
5.1 The total compensation to be paid by City to Consultant for purchase of the
Software End-User License and for Consultant, s performance of the Services, and
schedule for City's making payments to Consultant shall be as specified in Section
6 of Exhibit 11 C,, , entitled � �Payment Terms.-
5.2
erms.f j5.2 Consultant shall bill City within ten days following the close of each month by
submitting an invoice indicating the portion of the Services performed, who
performed the Services and the detailed cost of all Services, including backup
documentation. Payments by City to Consultant shall be made within thirty (30)
days after receipt and approval of Consultant's invoice, by warrant payable to
Consultant.
5.3 All notices given pursuant to this Agreement shall be in writing and may be given by
personal delivery or by mail. Notices sent by mail shall be addressed as follows:
CitV Consultant
Cletus F. Hyman Russ Cantrell
Deputy Chief of Police Regional Sales Manager
Police Department Spillman Technologies
City of Redlands 843 South 100 West
PO Box 3005 Logan, Utah 84321
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United
States Mail. Changes may be made in the names and addresses of the person to whom
notices are to be given by giving notice pursuant to this section.
WMAgreermerntstSpillm n Tecta
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the
duration of this Agreement and shall be primary with respect to City and non-
contributing to any insurance or self-insurance maintained by City. Consultant shall
not perform any Services pursuant to this Agreement unless and until all required
insurance listed below is obtained by Consultant. Consultant shall provide City with
Certificates of Insurance and endorsements evidencing such insurance prior to
commencement of Services. All insurance policies shall include a provision
prohibiting cancellation of the policy except upon thirty(30)days prior written notice
to City.
6.2 Workers, Compensation and Employer,s Liability.
A. Consultant shall secure and maintain Workers, Compensation and
Employer, s Liability insurance throughout the duration of this Agreement in
amounts which meet statutory requirements with an insurance carrier acceptable to
City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, employees and volunteers for losses arising from work performed by
Consultant for City by expressly waiving Consultants immunity for injuries to
Consultant,s employees and agrees that the obligation to indemnify, defend and
hold harmless provided for in this Agreement extends to any claim brought by or on
behalf of any employee of Consultant. This waiver is mutually negotiated by the
parties. This waiver shall not apply to any damage resulting from the negligence of
City, its agents and employees. To the extent any of the damages referenced
herein were caused by or resulted from the concurrent negligence of City, its agents
or employees, the obligations provided herein to indemnify, defend and hold
harmless is valid and enforceable only to the extent of the negligence of Consultant,
its officers, agents and employees.
6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain
in force throughout the duration of this Agreement comprehensive general liability
insurance with carriers acceptable to City. Minimum coverage of one million dollars
($1,000,0(30) per occurrence and two million dollars ($2,000,000) aggregate for
public liability, property damage and personal injury is required. Consultant shall
obtain an endorsement that City shall be named as an additional insured.
6.4 Professional Liability Insurance. Consultant shall secure and maintain professional
liability insurance throughout the duration of this Agreement in the amount of one
million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000)
annual aggregate.
WMAgreements\Spillman Tech
a
6.6 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage, with minimum limits of one million dollars ($1,000,000) per occurrence,
combined single limit for bodily injury liability and property damage liability. This
coverage shall include all Consultant-owned vehicles used in connection with the
Services, hired and non-owned vehicles, and employee non-ownership vehicles.
Consultant shall obtain an endorsement that City shall be named as an additional
insured.
6.6 Assignment and Insurance Requirements. Consultant is expressly prohibited from
assigning any of the Services without the express prior written consent of City,
which shall not be unreasonably withheld. In the event of mutual agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured to the insurance policies required by this Agreement and provide
City with insurance endorsements prior to any Services being performed by the
assignee. Assignment does not include printing or other customary reimbursable
expenses that may be provided in this Agreement.
6.7 Hold Harmless and Indemnification. Each Party shall defend, indemnify and hold
harmless the other Party, its elected officials, officers, employees and agents from
and against any and all actions, claims, demands, lawsuits, losses and liability for
damages to persons or property, including costs and attorney fees, that may be
asserted or claimed by any person, firm, entity, corporation, political subdivision or
other organization arising out of or in connection with (i) such Party, s grossly
negligent and/or intentionally wrongful acts or omissions under this Agreement;
and/or (ii) such Party,s negligent and/or intentionally wrongful acts or omissions
leading to personal injury, death, or physical damage to tangible property; but
excluding such actions, claims, demands, lawsuits and liability for damages to
persons or property arising from the negligence or intentionally wrongful acts of the
indemnified Party, its officials, employees or agents. The indemnified Party shall (i)
give prompt written notice of the claim to the indemnifying Party; (ii) grant the
indemnifying party sole control over the defense of the claim and any settlement
discussions; and (iii) reasonably assist the indemnifying Party, upon request, in the
defense of the claim, at the indemnifying Party's expense. The indemnified Party
may, at its option and expense, choose to be represented by separate legal counsel
in connection with such claim.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 Attorneys, Fees. In the event any action is commenced to enforce or interpret
any of the terms or conditions of this Agreement the prevailing party shall, in
addition to any costs and other relief, be entitled to the recovery of its reasonable
attorneys' fees, including fees for in-house counsel of the Parties at rates
prevailing in San Bernardino County, California.
WMIAgreernent l pillet n Tech
t
vti
0 7.2 Prohibition against Assignment. Consultant shall not assign any of the Services
to be performed under this agreement, except with the prior written approval of
City and in strict compliance with the terms, provisions and conditions of this
Agreement, except that Consultant may assign this agreement to an affiliate or
to a third party in connection with the purchase of all or substantially all of
Consultant,s stock or assets or the applicable business line of products, upon
written notice to City.
7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE RELATED
AGREEMENTS (as defined in Section 1.1 above), CONSULTANT MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER
SECTION 6.7, CONSULTANT'S TOTAL LIABILITY FOR ANY CLAIM OR
DAMAGE ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO
DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE FEES PAID BY CITY
UNDER THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE
TO CITY FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF
BUSINESS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT,
REGARDLESS OF WHETHER CONSULTANT HAS NOTICE OF THE
POTENTIAL FOR SUCH LOSS OR DAMAGE.
7.4 Independent Contractor Status. Consultant is for all purposes an independent
contractor. Consultant shall supply all tools and instrumentalities required to
perform the Services. All personnel employed by Consultant are for its account
only, and in no event shall Consultant or any personnel retained by it be deemed
to have been employed by City or engaged by City for the account of, or on
behalf of City.
7.5 Termination.
A. Unless earlier terminated, as provided for below, this Agreement shall
terminate upon completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, without cause, by providing
five (5) days prior written notice to Consultant (delivered by certified mail, return
receipt requested) of intent to terminate.
C. If this Agreement is terminated by City, an adjustment to Consultant's
compensation shall be made, but (1) no amount shall be allowed for anticipated
profit or unperformed services, and (2) any payment due Consultant at the time
of termination may be adjusted to the extent of any additional costs to City
occasioned by any default by Consultant. Termination without cause does not
abrogate City, s obligation to pay fees otherwise required under the terms of the
DMAcgree ents\Spillmn Tech
a
Purchase Agreement between City and Consultant (e.g., for software license
fees).
D. Upon receipt of a termination notice, Consultant shall immediately
discontinue all services affected, and within five (5) days of the date of said
termination notice, deliver or otherwise make available to City, copies (in both
hard copy and electronic form, where applicable) of any data, design
calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services required by this Agreement, provided that Consultant
need not deliver any materials containing Consultant confidential information.
Consultant shall be compensated on a pro-rata basis for work completed up until
notice of termination, in addition to the fees described in Section 7.5(C) above.
7.6 Books and Records. Consultant shall maintain books and accounts of all payroll
costs and expenses related to the Services. Such books shall be available at all
reasonable times for examination by City at the office of Consultant.
7.7 Consultant shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. Consultant
shall take affirmative action to insure that applicants are employed, and the
employees are treated during employment, without regard to their race, color,
religion, sex or national origin. Such action shall include, but not be limited to,
the following: employment, advancement, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. Consultant
shall at all times be in compliance with the requirements of the Federal
Americans With Disabilities Act (Public Law 101-336) which prohibits
discrimination on the basis of disability by public entities. Consultant shall post in
conspicuous places available to employees and applicants for employment any
notices provided by City setting forth the provisions of this non-discrimination
clause.
7.8 Consultant may provide services to other clients, but none who are active within
City or who conduct business that would place Consultant in a Aconflict of
interest—� as that term is defined by the laws of the State of California.
7.9 Entire Agreement/Amendment. This Agreement, including the Exhibits
incorporated herein by reference represents the entire agreement and
understanding between the Parties as to the matters contained herein, and any
prior negotiations, written proposals or oral agreements relating to such matters
are superseded by this Agreement. In the event of any conflict between the
provisions of this Agreement and the provisions of the Exhibits attached hereto,
the provisions of this Agreement shall control. Any amendment to this
DMAgree ants\ pillrman"tech
Agreement shall be in writing, approved by City and signed by City and
Consultant.
}
7.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Mate of California, not including conflicts of laws
provisions.
DMAgreementst pillman Tech
�y
III WITNESS WHEREOF, duly authorized representatives of the Cit and
have signed in confirmation of this Agreement. y Consultant
CITY OF REDLANDS SPILLMAN TECHNOLOGIES
By:
By:
Jon Harrison, Mayor Lance Clark, President
Attest:
City 4erk f ;
DJUAgreements,Spi(Iman Tech
�wwr
�N
w
EXHIBIT "A"
SPILLMAN@
COMPUTER SOFTWARE END-USER
LICENSE AGREEMENT
09/09124t}5 documentation and listings,identified in the Purchase
Agreement(the"Licensed Program"),subject to the terms of
Table of Contents this Agreement(including the restrictions with respect to
Utilities set forth in Section 7).
Section1:License...................................................................1
Section 2:Scope of Rights......................................................1 Section 2: Scope of Rights
Section 3:Fees and Payments................................................1
Section 4:Support.,...........__....... 1 2.1 Licensee may install and use the Licensed Program only in
Section 5:Licensee Responsibilities........................................2 Licensee's own facility. Licensee shall give Spillman written
Section 6:Prioprietary Protection and Restrictions..... __....2 notice if the location of Licensee's facility changes.
Section 7:License to Utilities;Restrictions on Usage_,...........2
Section 8:Limited Warranty and Limitation of Liability; 2.2 Licensee may use and execute the Licensed Program only for
Indemnification.......__........._....... ..........___...... 3 purposes of serving the internal needs of Licensee's
Section 9:Term of Agreement;Termination............................3 business,except as specifically set forth in this Agreement.
Section 10:Miscellaneous......._..............................................4
Section 11:Signatures....._..._..................................................4 2.3 Licensee may make one copy of the Licensed Program in
machine-readable,object code form,for nonproductive
backup purposes only,provided that Spillman's proprietary
This Computer Software End-User License Agreement notices are included.
("Agreement')is made and entered into effective as of the date this
Agreement is signed by both parties below,and is by and between: 2.4 Licensee may reproduce(photocopy)Licensed Program
documentation according to Licensee's needs for the
Spillman Technologies,Inc.("Spillman") authorized use of the Licensed Program. Licensee may not
843 South 104 West distribute any original or reproduced copy for use outside of
Logan,Utah 84321 the Licensee's place of business and must not reveal it or any
other Spillman documentation,or the Licensed Program itself;
and to competitors of Spillman or to any other third party unless
they have a need to know such information for the proper
City of Redlands purposes of this Agreement.
35 Cajon,Suite 204
Redlands,CA 92372 2.5 If Licensee and a third party entity(the"Shared Agency")
desire to enter into an arrangement whereby Licensee will act
Licensee desires to license from Spillman certain software owned as a"Host Agency"and permit the Shared Agency to access
by Spillman,as set forth in the Sales Quote/Purchase the Licensed Program through Licensee,the Shared Agency
Agreement(s)(`=Purchase Agreement')executed by the parties in and Spillman will execute an Addendum Agreement for such
connection with this Agreement,and Spillman desires to grant arrangement and attach it to this Agreement as Attachment A.
such a license to Licensee,pursuant to the terms and conditions of Spillman will bill Licensee directly for the applicable license
this Agreement. fees,and Licensee agrees to be responsible for timely
payment of such invoices. Licensee shall require the Shared
In consideration of the mutual agreements set forth herein,the Agency to comply with the terms of this Agreement and shall
sufficiency of which is hereby acknowledged,the parties agree as notify Spillman and cooperate as reasonably requested by
follows: Spillman in the event of any non-compliance.
Section 1: License Section 3: Fees and Payments
1.1 SPILLMAN'S LICENSED PROGRAM IS COPYRIGHTED BY The license fee for the Licensed Program is specified in the
SPILLMAN AND/OR ITS LICENSORS AND IS LICENSED Purchase Agreement. Licensee must pay the license fee,
(NOT SOLD). SPILLMAN DOES NOT SELL OR TRANSFER according to the agreed payment terms set forth in the Purchase
TITLE TO THE LICENSED PROGRAM TO LICENSEE.THE Agreement,directly to Spillman upon execution of this Agreement
LICENSE OF THE LICENSED PROGRAM WILL NOT and prior to delivery of the Licensed Program,
COMMENCE UNTIL LICENSEE HAS EXECUTED THIS
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE Section 4: Support
OF SPILLMAN HAS RECEIVED,APPROVED,AND 1
EXECUTED A COPY OF IT AS EXCUTED BY LICENSEE. Spillman shall support the Licensed Program in the manner j
specified in the"Computer Software End-User Support Agreement"
1.2 In consideration of the payment of the license fees set forth in between the parties(the"Support Agreement'). Licensee is
the Purchase Agreement(s)pertaining hereto,Spillman required to maintain the Support Agreement in force as a condition
grants Licensee a nonexclusive,non-transferable license to to the license of the Licensed Program under this Agreement.
use the package of computer program(s)and data,in
machine-readable forrn only,and related materials, including
1
�w
,yam
Section 5: Licensee Responsibilities Utilities)in any manner that competes,directly or indirectly,
with any product or service provided by Spillman. This
5.1 Licensee is responsible for selecting a Spillman Application includes,without limitation,using the Licensed Program(or its
Administrator(or,if the Licensed Program is Spillman's Utilities)to develop any software,interfaces or other products
Millennium software,a System Administrator)who is qualified that compete with Spillman's products or services,or using
to operate the Licensed Program on Licensee's own interfaces or other products connecting to the database of the
equipment and is familiar with the information,calculations, Licensed Program in connection with a third party's
and reports that serve as input and output of the Licensed competing product.
Program. Spillman reserves the right to refuse assistance or
to charge additional fees if the Spillman Application 6.5 No service bureau work,multiple-user license,or time-sharing
Administrator seeks assistance with respect to such basic arrangement is permitted,except as expressly authorized in
background information or any other matters not directly writing by Spillman. Licensee may not install the Licensed
relating to the operation of the Licensed Program. Program in any other computer system or use it at any other
location without Spillman's express authorization obtained in
5.2 Other components(hardware and/or software)may be advance(which will not be unreasonably withheld).
required for the use of the Licensed Program. Spillman
assumes no responsibility under this Agreement for obtaining 6.6 Licensee shall keep confidential all non-public information
and/or supporting such components except as expressly provided to Licensee by Spillman(`Confidential Information'),
agreed in writing. including the Licensed Program,future product pians,price
lists,financial and business information,trade secrets,etc.
5.3 Licensee is responsible for ensuring a proper environment Licensee shall not use Confidential Information for any
and proper utilities for the computer system on which the purpose other than the authorized purposes of this
Licensed Program will operate. Agreement. Licensee may disclose Confidential Information
only to its employees who need to know such information,
5.4 Except as expressly agreed in writing,Spillman assumes no and who are bound to keep such information confidential.
responsibility under this Agreement for converting Licensee's Licensee shall give Spillman's Confidential Information at
data files for use with the Licensed Program. least the same level of protection as it gives its own
confidential information of similar nature,but not less than a
Section 6: Proprietary Protection and Restrictions reasonable level of protection.
6.1 Spillman shall have sole and exclusive ownership of all rights, 6.7 Licensee hereby authorizes Spillman to enter Licensee's
title,and interest in and to the Licensed Program and all premises in order to inspect the Licensed Program in any
modifications and enhancements thereof(including ownership reasonable manner during regular business hours,with or
of all trade secrets,copyrights and other intellectual property without prior notice,to verity Licensee's compliance with the
rights pertaining thereto),subject only to the rights and terms of this Agreement.
privileges expressly granted to Licensee herein by Spillman.
The Licensed Program may also include software separately 6.8 Licensee acknowledges that,in the event of Licensee's
licensed to Spillman from third party licensors. Such third breach of any of the foregoing provisions,Spillman will not
party software is sublicensed to Licensee and protected have an adequate remedy in money or damages. Spillman
pursuant to the terms of this Agreement,and may be used shall therefore be entitled to obtain an injunction against such
only in conjunction with Spillman's Licensed Program. This breach from any court of competent jurisdiction immediately
Agreement does not provide Licensee with title or ownership upon request,without the necessity of posting bond, in
of the Licensed Program or any component thereof,but only addition to any other remedies that may be available at law or
a limited license.Spillman and its licensors specifically in equity.
reserve all rights not expressly granted to Licensee in this
Agreement. Licensee must keep the Licensed Program free Section 7: License to Utilities, Restrictions on
and clear of all claims,liens,and encumbrances, Usage
6.2 Licensee may not allow any other agency,entity,or individual 7,1 Spillman provides certain software utilities and tools(collec-
to use or have access to the Licensed Program in any tively,the"Utilities')as part of the Licensed Program. Such
manner other than inquire-only unless expressly authorized Utilities include Spillman's XML Query,ODBC implementation
by Spillman. Except as specifically authorized by Spillman, code,etperi,dbdump,and dbload as well as any other
queries may be conducted solely for Licensee's internal software utilities provided by Spillman in connection with the
business purposes,and Licensee may not query the Licensed Licensed Program. Spillman may add,modify or remove
Program,or permit any third party to query the Licensed Utilities from the Licensed Program during the term of this
Program,for a third party's business purposes. Agreement. The Utilities contain material that is proprietary to
Spillman and/or its licensors,and may be used only as
6.3 Licensee may not use,copy,modify,rent,share or distribute permitted by this Agreement.
the Licensed Program(electronically or otherwise),or any
copy,adaptation,transcription,or merged portion thereof, 7.2 Licensee is permitted to use the Utilities for read-only
except as expressly authorized in writing by Spillman. operations in connection with the authorized use of the
Licensee may not translate,modify, reverse assemble, Licensed Program,but may not allow third parties to use the
reverse compile,or otherwise reverse engineer the Licensed Utilities unless an authorized official of Spillman consents in
Program. writing. Licensee is NOT permitted to utilize the Utilities or
any other software tools to write to Spillman's database in any
6.4 Licensee may not utilize or permit a third party to access or manner,due to the potential for data corruption and system
utilize any part of the Licensed Program(including the slowdown or damage. Licensee also may not permit any third
party to write to Spillman's database in any manner.
2
�fi 4
v
Z"
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
7.3 Spillman is NOT responsible for any breach of warranty,dam- PURPOSE OR USE.
_ ages to the Licensed Program or its database,data
corruption,support issues,security issues or performance 8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS
issues arising out of Licensee's or a third party's use of the LICENSORS TO LICENSEE FOR ALL CLAIMS RELATING
Utilities or any other software not specifically licensed in this TO THE LICENSED PROGRAM AND THIS AGREEMENT,
Agreement(including any third party querying or writing to the INCLUDING ANY CAUSE OF ACTION SOUNDING IN
database). CONTRACT,TORT,OR STRICT LIABILITY,SHALL NOT
EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES
Section 8: Limited Warranty and Limitation of PAID TO SPILLMAN HEREUNDER. This limitation of liability
Liability; Indemnification is intended to apply without regard to whether other
provisions of this Agreement have been breached or have
8.1 Spillman warrants,for Licensee's benefit alone,that the proven ineffective. Spillman shall have no liability for the loss
Licensed Program conforms in all material respects to the of data or documentation,it being understood that Licensee is
specifications for the current version of the Licensed Program responsible for reasonable backup precautions,
as described in Spillman's Licensed Product Specification as 8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE
of the date this Agreement is signed,and for a period LIABLE FOR ANY LOSS OF PROFITS;ANY INCIDENTAL,
thereafter of: a)Fifteen(15)months for Summit,or b)Twelve SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES:
(12)months for Millennium. OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST
This warranty is expressly conditioned on Licensee's LICENSEE BY THIRD PARTIES,EVEN IF SPILLMAN OR
observance of the operation,security,and data-control ITS LICENSORS HAVE BEEN ADVISED OF THE
procedures set forth in the User's Manual included with the POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This
Licensed Program. limitation upon damages and claims is intended to apply
without regard to whether other provisions of this Agreement
8.2 Spillman is not responsible for obsolescence of the Licensed have been breached or have proven ineffective.
Program that may result from changes in Licensee's 8.7 Spillman agrees to indemnify and defend Licensee from and
requirements. The warranty in Section 8.1 shall apply only to against any and all third party claims,demands,lawsuits or
the most current version of the Licensed Program issued by legal actions arising out of any actual or alleged infringement
Spillman from time to time. Issuance of updates does not of any trademark,copyright,trade secret,or U.S.patent by
result in a renewal or extension of the warranty period. the Licensed Program,and Spillman will pay any liabilities,
Spillman assumes no responsibility for the use of damages,costs and expenses(including reasonable
superseded,outdated,or uncorrected versions of the attorneys'fees)finally awarded in such action or paid to settle
Licensed Program. Spillman is not responsible for any the action. Spillman will not be required to indemnify
problems or errors with the Licensed Program or Licensee's Licensee unless(i)Licensee promptly notifies Spillman of any
any manner other than read-only,
system resulting from use the ctporxp Utilities in such claim:(ii)Licensee gives Spillman sole control of the
-only. Liccenseeee expressly d "update"features defense and all settlement negotiations.and the authority to
acknowledges that any use of the"write" represent Licensee in defending the claim:and(iii)Licensee
of these Utilities may damage Licensee's database or cause provides Spillman with any information and assistance that
other problems with its system. Spillman reasonably requests in defending against the claim.
8.3 As Licensee's exclusive remedy for any material defect in the Licensee may,at its option and expense,be represented by
Licensed Program for which Spillman is responsible.Spillman separate counsel in any such action. if a court or other legal
shall use reasonable efforts to correct or cure any authority finds that any part of the Licensed Program infringes
reproducible defect by issuing corrected instructions,a a third party's intellectual property rights,or if Spillman
restriction,or a bypass. In the event Spillman does not believes that it infringes,Spillman will use reasonable efforts
correct or cure such nonconformity or defect after Spillman to obtain a license under the rights that have been infringed,
has had a reasonable opportunity to do so,Licensee's to modify the Licensed Program so it is no longer infringing,
exclusive remedy shall be the refund of the amount paid as or to provide to Licensee substitute software that is non-
the license fee for the defective or non-conforming module of infringing;provided that if in Spillman's judgment such options
the Licensed Program. Spillman shall not be obligated to are not commercially reasonable,Spillman may terminate the
correct,cure,or otherwise remedy any nonconformity or license for the Licensed Program or the infringing portion
defect in the Licensed Program if Licensee has made any thereof upon written notice to Licensee. Spillman will have no
changes whatsoever to the Licensed Program,if the Licensed liability for infringement arising out of modification of the
Program has been misused or damaged in any respect,or if Licensed Program by any party other than Spillman,use of an
Licensee has not reported to Spillman the existence and outdated version of the Licensed Program,or the combination
nature of such nonconformity or defect promptly upon or use of the Licensed Program with any other software,
discover thereof, hardware, equipment,product or process not furnished by
Spillman,if use of the Licensed Program alone and in its
8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS current,unmodified form would not have been an
AGREEMENT,SPILLMAN AND ITS LICENSORS DISCLAIM infringement. Spillman is not liable for any infringement
ANY AND ALL PROMISES;REPRESENTATIONS,AND claims based upon third party software or hardware. This
WARRANTIES WITH RESPECT TO THE LICENSED Section 8.7 states Spillman's entire obligation with respect to
PROGRAM, INCLUDING ITS CONDITION. ITS any claim for infringement or misappropriation of any third
CONFORMITY TO ANY REPRESENTATION OR party intellectual property rights.
DESCRIPTION.THE EXISTENCE OF ANY LATENT OR
PATENT DEFECTS,TITLE,NON-INFRINGEMENT,AND ITS Section 9: Term of Agreement; Termination
3
�t?
`�3 b
r
k
9.1 Licensee's license of the Licensed Program steall become
effective upon the execution of this Agreement and shall 10.5 Any notices required or permitted under this Agreement shall
continue perpetually unless otherwise terminated as provided be in writing and delivered in person or sent by registered or
herein. This Agreement shall automatically terminate upon certified mail,return receipt requested,with proper postage
termination of the Support Agreement for any reason, affixed,or sent by commercial overnight delivery service with
including Licensee's failure to pay the required support fees. provisions for a receipt.
9.2 Licensee may terminate this Agreement at any time upon 10.6 If any terra of this Agreement is held to be invalid or void by
written notice to Spillman,subject to any outstanding any court or tribunal of competent jurisdiction,it shall be
obligations and financial commitments of Licensee under the modified by such court or tribunal to the minimum extent
Purchase Agreement(e.g.,Licensee's obligation to pay necessary to make it valid and enforceable. If it cannot be so
license fees is not rescinded by such termination). modified,it shall be severed from this Agreement and all the
remaining terms of this Agreement shall remain in full force
9.3 Spillman may terminate this Agreement if Licensee breaches and effect.
any material term of this Agreement,the Support Agreement
or the Purchase Agreement and does not correct such breach 10.7 in the event export of the Licensed Program is expressly
within thirty(30)days following written notice of the breach permitted by Spillman,Licensee may only export the
from Spillman. Licensed Program(including any related materials)as
authorized by U.S.law and any other applicable jurisdiction.
9.4 Upon termination of this Agreement,all rights granted to In particular,the Licensed Program may not be exported into
Licensee will terminate and revert to Spillman and/or its any country where such export is prohibited by law,regulation
licensors. Promptly upon termination of this Agreement for or governmental order.
any reason or upon discontinuance or abandonment of
Licensee's possession or use of the Licensed Program, SPILLMAN DESIRES THAT LICENSEE BE CONFIDENT THAT
Licensee must return or destroy,as requested by Spillman,all THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS.
copies of the Licensed Program in Licensee's possession ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION,
(whether modified or unmodified),and all other Confidential SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED
Information and other materials pertaining to the Licensed PROGRAM WITH LICENSEE AND ANSWER QUESTIONS. BY
Program(including all copies thereof). Licensee agrees to EXECUTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES
certify Licensee's compliance with such restriction upon THAT IT HAS BEEN GIVEN AN ADEQUATE OPPORTUNITY TO
Spillman's request. The terms of Sections 6,7.3,8.4,8.5, INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE
8.6,8.7,9.4,and 10 shall survive termination or expiration of NEEDS AND THAT BASED ON ITS EXAMINATION OF THE
this Agreement. LICENSED PROGRAM, LICENSEE FINDS THE LICENSED
PROGRAM TO BE SATISFACTORY.
Section 10: Miscellaneous
10.1 This Agreement,the Purchase Agreement and the Support IN WITNESS WHEREOF,the parties have caused this Agreement
Agreement(if applicable),together with their attachments,if to be executed by their duly authorized representatives as set forth
any,constitute the complete agreement between the parties below•
with respect to the Licensed Program and other subject
matter hereof.No modification of this Agreement shall be Section 11: Signatures
binding unless it is in writing and is signed by an authorized
representative of each party. Accepted and Approved:
10.2 Licensee may not assign or transfer this Agreement or any of Licensee: C4ty of Redlands
its rights or duties hereunder to any third party without
Spillman's prior written consent. By;
10,3 This Agreement will be governed by the laws of the state of Print me: JOnl Harr i son r Mayor
California,not including conflicts of laws provisions.The ry
parties hereby submit to the exclusive jurisdiction and venue ATTEST
of California state and federal courts with respect to any
action between the parties relating to this Agreement. In any r r i e Po City Clerk
such action,the prevailing party shall be entitled to an award
of its reasonable costs and aftomeys'fees from the other
party. Spillman Technologic lnc. ON
10.4 Any waiver by either party of a default or obligation under this By: � .C��✓'�—
Agreement will be effective only if in writing. Such a waiver
does not constitute a waiver of any subsequent breach or Print Name:Land Clark
default. No failure to exercise any right or power under this
Agreement or to insist on strict compliance by the other party Title: President
will constitute a waiver of the right in the future to exercise
such right or power or to insist on strict compliance. Date:
4
EXHIBIT"B"
SUMMITO
COMPUTER SOFTWARE END-USER
SUPPORT AGREEMENT
09/09/2005 made or added to the Licensed Program,changes its utility,
efficiency,functional capability,or application,but that does
Table of Contents not constitute solely an Error Correction. Spillman may
designate Enhancements as minor or major,depending on
Section 1:Definitions.......................................................................1 Spillman's assessment of their value and of the function
Section 2:Eligibility For Support.....................................................2 added to the preexisting Licensed Program.
Section 3:Scope of Services.............................................................2
Section 4:Services Not Covered by this Agreement........................2 1.2 Error. Any failure of the Licensed Program to conform in all
Section 5:Obligations of Customer._,...................................__ 3 material respects to its functional specifications as published
Section 7:Fees and Charges.............................................................3 from time to time by Spillman,subject to the exceptions set
Section 8:Proprietary Rights............................................................4 forth in Section 4.
Section 10:Termination...................................................................4
Section 11:Miscellaneous................................................................4 1.3 Error Correction. Either a software modification or addition
Section 12:Signatures......................................................................5 that,when made or added to the Licensed Program,
establishes material conformity of the Licensed Program to
the functional specifications,or a procedure or routine that,
This Support Agreement("Agreement")is made and entered into when observed in the regular operation of the Licensed
by and between: Program,eliminates the practical adverse effect on
Spillman Technologies,Inc.("Spillman") Customer of such nonconformity. Error Correction services
843 South 100 West are subject to the exceptions set forth in Section 4.
Logan'Utah 84321 1.4 Licensed Program. One or more of the computer software
components and/or software interfaces developed by
and Spillman,as identified in one or more Sales Quote/Purchase
Agreements between the parties(the"Purchase
City Redlands Agreement"),and which is licensed to Customer pursuant to
R Cajon,Suite 200 the License Agreement. The Licensed Program specifically
Redlands,CA 92372 excludes computer software not developed by Spillman,but
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL that might be used in conjunction with the Spillman software;
NOT COMMENCE UNTIL AN AUTHORIZED such as,word processors,spreadsheets,terminal
REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS emulators,etc. The Licensed Program includes certain
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF "Utilities",as that term is defined in Section 7.1 of the
SPILLMAN HAS RECEIVED,APPROVED,AND EXECUTED A License Agreement.
COPY OF iT AS EXECUTED BY CUSTOMER. 1.5 Releases. New versions of the Licensed Program,including
WHEREAS,Spillman and Customer entered into that certain all Error Corrections and Enhancements.
Computer Software End-User License Agreement(the"License 1.6 Response Time. Within six(6)Coverage Hours,from the
Agreement")under which Customer obtained a non-exclusive, time Customer first notifies Spillman of an Error until
nontransferable license to use certain computer software in Spillman initiates work toward development of an Error
object code form and related user documentation(the"Licensed Correction
Program",as further defined below)on certain terms and
conditions; 1.7 Spillman p Application Administrator.An agent of
WHEREAS,Spillman desires to offer Customer certain services Customer who has been certified on the Licensed Program
with respect to the Licensed Program on the terms and by Spillman,pursuant to the procedures set forth in Section
conditions set forth herein: 6,and is able to communicate effectively with Spillman
support personnel in the description and resolution of
NOW THEREFORE,in consideration of these recitals and the problems associated with the Licensed Program.
mutual obligations herein,the parties hereto,intending to be 1.8 Term. An initial period of fifteen(15)months,commencing
legally bound,hereby agree as follows: on the date this Agreement is signed. Thereafter,the Term
shall automatically renew for successive periods of one year
Section #litliOri8 each,unless and until terminated pursuant to Section 10
u hereof. In no event,however,shall the Term extend beyond
For the
purposes of this Agreement,the following definitions shall the term of the License Agreement.
apply to the respective capitalized terms:
Coverage Hours. The hours between 8:00 AM and 5:00
PM,Mountain time,on the days Monday through Friday,
excluding regularly scheduled holidays of Spillman*
1.1 Enhancement. Any modification or addition that,when
1
Section 2: Eligibility For Support Customer's facility, shall be subject to the supplemental
charges set forth in Spillman's current Fee Schedule.
2.1 Spillman's obligation to provide Services with respect to the
Licensed Program may be terminated pursuant to Section 3.5 Spillman shall consider and evaluate the development of
10.2.2 or suspended,at Spillman's discretion,if at any time Enhancements for the specific use of Customer and shall
during the term of this Agreement any of the following respond to Customer's requests for additional services
requirements are not met: pertaining to the Licensed Program(including;without
limitation,data conversion and report-formatting assistance),
2.1.i Customer must have a valid License Agreement for provided that such assistance,if agreed to be provided,shall
the Licensed Program in effect at all times; be subject to supplemental charges mutually agreed to in
writing by Spillman and Customer.
2.1.2 The Licensed Program must be operated on a
hardware platform approved by Spillman;and Section 4: Services Not Covered by this
2.1.3 Customer must be current and in compliance with Agreement
the payment schedule as agreed in the Purchase The services identified in this section are specifically NOT
Agreement. covered by this Agreement. Spillman strongly recommends that
Customer secure a separate support agreement with third party
2.2 Spillman may require Customer to appoint a new Spillman vendors for all non-Spillman products. Spillman may,in its
Application Administrator if Spillman determines that the discretion,provide such services to Customer upon request,for
acting Spillman Application Administrator does not have the an additional fee as the parties may agree in writing,
training or experience necessary to communicate effectively
with Spillman support personnel, 4.1 Support for any y third party y products including hardware,or
support for hardware failure due to the use of any third party
Section 3: Scope of Services vendor products.
4.2 Any network failures or problems including,but not limited
During the Agreement Term,Spillman shall render the following to,cabling,communication lines, routers,connectors,and
services in support of the Licensed Program,during Coverage network software.
Hours:
4.3 Restoration and/or recovery of data files and/or the
3.1 Spillman shall maintain a Support Services Control Center operating system.
capable of receiving from the Spillman Application
Administer,by telephone,reports of any software 4.4 Any breach of warranty,damages to the Licensed Program
irregularities,and requests for assistance in use of the or its database,data corruption,or support issues,security
Licensed Program. issues,or performance issues arising out of Licensee's or a
third party's use of the Utilities or any other software not
3.2 Spillman shall maintain a trained staff capable of rendering specifically licensed by Spillman to Licensee for use in
support services set forth in this Agreement, connection with the Licensed Program. Any assistance
provided by Spillman in resolving such problems shall be
3.3 Spillman shall be responsible for using all reasonable charged to Customer on a time and materials basis.
diligence in correcting verifiable and reproducible Errors Additionally,any unauthorized use of the Utilities or other
when reported to Spillman in accordance with Spillman's software in connection with the Licensed Program by
standard reporting procedures. Spillman shall,after Licensee(or by a third party with Licensee's knowledge)
verifying that such an Error is present, initiate work in a may result,at Spillman's sole option,in voidance of
diligent manner toward development of an Error Correction. warranties,an increase in the annual maintenance and
Following completion of the Error Correction,Spillman shall support fees under this Agreement,and/or loss of rights to
provide the Error Correction through a"temporary fix" upgrades under this Agreement. Customer acknowledges
consisting of sufficient programming and operating and agrees that it is not licensed to utilize the"write"or
instructions to implement the Error Correction,and Spillman "update"features of the Utilities,as such use may damage
shall include the Error Correction in all subsequent Releases the database or cause other problems with the operation of
of the Licensed Program. Spillman supports two(2) the Licensed Program,.
versions back from the most recent release version.
However,Spillman shall not be responsible for correcting 4.5 Support for Licensed Program problems caused by
Errors in any version of the Licensed Program other than the Customer misuse,alteration or damage to the Licensed
most recent release. Program or Customer's combining or merging the Licensed
Program with any hardware or software not supplied by or
3.4 Spillman may,from time to time, issue new Releases of the identified as compatible by Spillman,customizing of
Licensed Program to its customers generally,containing programs,accident;neglect,power surge or failure,
Error Corrections,minor Enhancements.and,in certain lightning,operating environment not in conformance with the
instances,if Spillman so elects,major Enhancements, manufacturer's specifications(for electric power„air quality,
Spillman reserves the right to require additional license fees humidity or temperature),or third party software or hardware
for major Enhancements. Spillman shall provide Customer malfunction.
with one copy of each new Release,without additional
charge. Spillman shall provide reasonable assistance to 4.6 Supporting,configuring, maintaining,or upgrading the
help Customer,install and operate each new Release, operating system,including,but not limited to,backups,
provided that such assistance,if required to be provided at restores,fixes,and patches.
2
U
final written and practical examinations from the
E 4.7 Assistance with problems caused by operating system following courses within one hundred twenty(120)
installation,configuration, errors,maintenance or repair,or days of installation of the Licensed Program;
using incorrect versions of the operating system.
i. System Introduction—Inquiry,
4.8 On-site service visits to Customer's facility. ii. System Introduction—Data Entry&Modification,
iii.Unix Fundamentals Training(AIX,or HP-UX),
4.9 Printers connected to the back of terminalstpersonal iv.Basic System Administration,and
computers(commonly called pass-through printing)or v. Spillman training applicable for the Spillman
network printers are not supported by Spillman. applications used by Customer.
6.1.2 Pass the Basic SAA exam within one year after the
Section 5: Obligations of Customer agency's go-live date.
5.1 Customers using Spillman"s SUMMIT product must maintain 6.2 Customer will be responsible for the costs of such training,
and provide,at no cost to Spillman,access to a dedicated including any course fees,travel and lodging expenses.
voice grade local telephone and a LAN modem and data set,
connected directly to customer's network,with full access to 6.3 Contact information for the Spillman Application
the server(24 hours per day,7 days per week)that is used Administrators must be recorded in Appendix A of this
with the Licensed Program, Agreement. Appendix A must be signed by an authorized
representative of Customer.Changes to the information
5.2 Customers must provide and maintain,at no cost to recorded in Appendix A will require that a new Appendix A
Spillman,a modem and data set connected directly to the be completed,signed and filed with Spillman.
server(the modem cannot be connected to a network)24
hours per day,7 days per week, used with the Licensed 6.4 Requests for support services received by anyone other
Program being maintained by Spillman hereunder and than a Spillman Application Administrator as identified in the
provide access to a dedicated voice grade local telephone. current Appendix A on file with Spillman,will be refused.
5.3 A representative of Customer's IT department must be 6.5 Each designated Spillman Application Administrator must be
present when any on-site support is provided. Customer qualified to address,or have other support resources to
agrees that if such representative is not present when the address,without the aid of Spillman,all problems relating to
Spillman representative arrives on site,the Spillman hardware,software or operating system not directly
representative shall notify an appropriate representative of associated with the Licensed Program.
Customer,if feasible,that there is no Customer IT
representative present. If Customer's IT representative
does not arrive within a reasonable time,no work will be Section 7: Fees and Charges
performed and Customer will be charged for all expenses
incurred and relating to the visit. 7.1 Customer shall pay Spillman the Support Fee,as set forth in
the Purchase Agreement,and any other charges or fees
5.4 All communications between Customer and Spillman must described herein. Spillman reserves the right to change its
be in the English language. Support Fee,effective upon no less than 90 days prior
written notice to Customer. Second-year level support fees,
5.5 Customer is responsible for providing one or more qualified as referenced in the Purchase Agreement between Spillman
Spillman Application Administrators as described in Section and Customer,are charged beginning 15 months after the
6.At least one Spillman Application Administrator must be execution of the Purchase Agreement,regardless of date on
available at all times(however,after-hours availability is which Customer's actual use of the Licensed Program
required only when and if Customer is requesting after-hours began,except to the extent any delay in such use is due to
support from Spillman). the fault of Spillman.Additionally,adjustments to Support
Fees may result from changes in(1)software prices, (2)
5.6 Customer is responsible for providing all network and server number of software modules used,(3)an increase in
security. Customer's size(as further described in Section 7.6),(4)
computer hardware, (5)Coverage Hours selected by
5.7 Customer must provide Spillman with information sufficient Customer,or(6)violation of the restrictions set forth in
for Spillman to duplicate the circumstances under which an Section 4.4 of this Agreement.
Error in the Licensed Program became apparent.
7.2 Spillman shall invoice Customer for annual Support Fees at
the beginning of each contract year. In the event that
Section 6: Spillman Application Administrator additional billable work is performed,all billable charges and
Requirements expenses will be invoiced to Customer at the beginning of
the month following the month in which they accrued or were
6.1 The designated Spillman Application Administrator must be incurred. Customer shall pay the invoiced amounts
certified by Spillman within one year of the agency's go-live immediately upon receipt of such invoices. Any amount not
date of the Licensed Program. The designated paid within thirty(30)days after the invoice date shall bear
administrator must meet the following requirements in order interest at the lesser of eighteen(18)percent per year or the
to certify at the basic level: highest rate allowed by applicable law.
6.1.1 Attend and participate in,and successfully pass the 7-3 Customer shall be responsible for and agrees to pay the
fees and charges incurred for procuring,installing,and
3
yr
maintaining all equipment,telephone lines,modems,
communications interfaces,networks and other products 9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY
necessary to operate the Licensed Software. INDIRECT,CONSEQUENTIAL.„SPECIAL,PUNITIVE,
EXEMPLARY,OR INCIDENTAL DAMAGES WHATEVER,
7.4 Customer agrees to pay additional charges according to the HOWEVER CAUSED, EVEN IF SPILLMAN HAS BEEN
Spillman Fee Schedule for all work required by Customer ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
and performed outside of Coverage Hours. These charges The cumulative liability of Spillman to Customer for all
are applicable for any work performed outside of the claims arising in connection with this Agreement shall not
Coverage Hours„REGARDLESS OF THE CAUSE,even if exceed the total fees and charges paid to Spillman by
the requested work was reported and/or initiated during Customer under this Agreement within the most recent 12-
normal Coverage Hours. month period from the date the cause of action arose.
7.5 Should Customer request onsite support services,Customer 9.3 No action,whether based on contract,strict liability,or tort,
shall reimburse Spillman for all labor,travel,and related including any action based on negligence,arising out of the
expenses incurred by Spillman in providing such support performance of services under this Agreement, may be
services. brought by either party more than three(3)years after such
cause of action occurred. However,action for nonpayment
7.8 Additional Support Fees are also due if there is a significant may be brought within two(2)years the date of the last
increase in Customers size with respect to use of the payment was received by Spillman.
Licensed Program.An increase in size may arise either out
of Customer's internal growth or out of a Host
Agency/Shared Agency arrangement as described in Section 10: Termination
Section 2.5 and Attachment A of the License Agreement.
Relevant factors include number of employees,number of 10.1 This Agreement shall automatically terminate immediately
dispatchers and/or number of jail beds. Payment of such upon termination of the License Agreement for any reason.
additional Support Fees is due within thirty(30)days of the
date of the invoice for such fees. Such fees will be prorated, 10.2 Either party may terminate this Agreement:
based upon when during the contract year the increase in
Customer's size occurred. 10.2.1 If either Spillman or Customer provides a written
notice to the other party,at least 90 days prior to the
end of the then-current Term,of its intent to
Section 8: Proprietary Rights terminate the Agreement at the end of such Term;or
8.1 All Releases and any other Spillman software or materials 10,2.2 Upon 30 days prior written notice, if the other party
provided by Spillman to Customer hereunder shall be has materially breached any provision of this
deemed part of the Licensed Program and are licensed to Agreement and the offending party has not cured
Customer pursuant to the terms and conditions of the such breach within the 30-day notice period.
License Agreement,
10.3 Following termination of this Agreement,Spillman shall
8.2 The Licensed Program and all Releases thereto are and immediately invoice Customer for all accrued fees,charges,
shall remain the sole property of Spillman, regardless of and reimbursable expenses;and Customer shall pay the
whether Customer,its employees,or contractors may have invoiced amount immediately upon receipt of such invoice.
contributed to the conception of such work,joined in the The License Agreement shall automatically terminate at the
effort of its development,or paid Spillman for the use of the same time as termination of this Agreement,and Customer
work product.Customer agrees,from time to time,to take shall promptly return to Spillman the Licensed Program and
such further action and execute any further instrument, all related documentation and materials,including all
including documents of assignment or acknowledgment,as Releases,work and materials provided by Spillman
may be reasonably requested by Spillman in order to hereunder.
establish and perfect its exclusive ownership rights.
Customer shall not assert any right,title,or interest in such
works,except for the non-exclusive right of use granted to Section 11: Miscellaneous
Customer at the time of its delivery or on-site development.
Customer agrees to provide Spillman with copies of such 11.1 Spillman and Customer acknowledge that they have read
works upon request. this Agreement in its entirety and understand and agree to
be bound by its terms and provisions. Spillman and
Customer further agree that this Agreement is the complete
Section 9: Disclaimer of Warranty& Limitation of and exclusive statement of agreement of the parties with
Liability respect to the subject matter hereof and that this Agreement
supersedes and merges all prior proposals,understandings,
9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS and agreements,whether oral or written,between Spillman
AGREEMENT.SPILLMAN DISCLAIMS ANY AND ALL and Customer with respect to the subject matter hereof.
WARRANTIES CONCERNING THE LICENSED This Agreement may not be modified except by a written
PROGRAM, RELEASES,AND THE SERVICES TO BE instrument duly executed by the parties hereto.
i
RENDERED HEREUNDER,WHETHER EXPRESS OR
IMPLIED: INCLUDING(WITHOUT LIMITATION)ANY 11.2 In the event that any term or provision of this Agreement is
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A held invalid,illegal,or unenforceable,it shall be severed and
PARTICULAR PURPOSE OR USE. the remaining terms and provisions shall be enforced to the
4
>o-
�v
maximum extent permitted by applicable law.
11.3 Neither party may assign its rights or duties under this
Agreement without the prior written consent of the other
party,except to a successor of all or substantially all of its
� business and assets.
11.4 The waiver by either party of any term or provision of this
Agreement shall not be deemed to constitute a continuing
waiver thereof nor of any further or additional right that such
party may hold under this Agreement.
11.5 This Agreement will be governed by the laws of the state of
California,not including conflicts of laws provisions.The
parties hereby submit to the exclusive jurisdiction and venue
of California state and federal courts with respect to any
action between the parties relating to this Agreement.In any
such action,the prevailing party shall be entitled to an award
of its reasonable costs and attorneys'fees from the other
party.
11.6 Any notices required or permitted under this Agreement
shall be in writing and delivered in person or sent by
registered or certified mail, return receipt requested,with
proper postage affixed,or sent by commercial overnight
delivery service with provisions for a receipt.
IN WITNESS WHEREOF,the parties have Caused this
Agreement to be executed by their duly authorized
representatives as set forth below.
Section 12: Signatures
Accepted and Approved:
Customer
By: .-
Print Na7re: Jan Harrison Mayor _ _
Attest
Lo, rie Poyz�' � /City Clerk
Spillman Technologies,Inc.
Print Name: Lance Clark
Title: President
Date:
5
Exhibit C
843 South 100 West
technologies,inc. Logan,UT 84321-5929
(435)753-1610
Innovation) fax(435)753-3031
SALES QUOTE PURCHASE AGREEMENT
Redlands Police Department Phone: 909-798-7669
212 Brookside Ave Agreement Preparation Date: 03/09/06
Redlands,CA 92373 Expiration Date: 09/08/06
Operating System Server: IBM/SUN
Contact: Dep.Chief Clete Hyman Quote Number: 653
Salesman: Russell Cantrell
This Sales Quote/Purchase Agreement ("Agreement") is made and entered into this 21 St day of March 2006 by and
between the Customer and Spillman Technologies, Inc.("Spillman"),843 South 100 West,Logan, Utah 84321
Section 1:Quote Summary
Spillman Software 628,782
Spillman Professional Services 107,488
3rd Party Hardware 800
Maintenance & Support for 27 Months 65,770
Tax on Software & 3rd Party Hardware @7.75% 48,793
Total Purchase Price $ 851,633
Approved and Accepted by:
I have read this Agreement in its entirety and hereby approve and accept the terms and conditions of this Agreement as contained
herein.
Signa re of Autho iz*6d Representative
Jon Harrison, Mayor
Print Name of Authorized Representativq Tit I e
ATTEST-
1 :r ie—Poy City Clerk
March 21 , 2006
Date
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2003 Spillman Technologies,Inc. All rights reserved. Pane lor Its
Section 2:Spillman Software
Description Price Oty Ext.Price
HUB-central names;vehicle,property,wants,etc. $ 106,376
Computer-Aided Dispatch 35:607
CAD Mapping - _ _ . __ -- - — $ A -37,219_
i Pin MappinglCrime $ _8,071
GeoBase-Trainingfinstallationlsetup Assistance/On-site -� included
E-911 -- - $ 13,594
Included
Nazmat Data Integration _ V_ � F $ 4,152
Inventory Control j Included
Law Records Mana ement _-- --�--� _ I $ 35,728
ima in ,___ _.______,__ ( $ 44,354
Personnel I included
License&Permits $ 11,508
Premises Information $ 20 198
Traffic information ^ ^ _ $ 11,875
State Link - - $ 87,587
Mobile state Queries-55 Licenses $ -- 18,220
Mobile RMS Queries-55 Licenses $ 53.406
Mobile Voiceless CAD-55 Licenses $ 69,464
Mobile AVL&Mapping-55 Licenses $ 71,423
Field Reporting with CHP 555 state accident forms
S
I
Spillman Software Total: $ 628,782
i
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPIL.LMAN
(c)2003 Spillman Technologies.Inc. All rights reserved. haiie 'of In 11---
Section 3:Spillman Professional Services
Description Price Oty Ext.Price
Project Management 22,220
A single point of contact is assigned to you,who then provides a
customized plan that defines the ct scope,objectives,tasks
responsibilities,and timelines to successfully install the software _
Installation -
2633$
Spillman works at your agency in conjunction with your IT
Department to install and configure the software '
[lata Conversion 13 700
Convertdata from current Database and place in Spillman System j I
Data conversion is listed at$13,700 on the Project Cost Worksheet coverpage on the RFP
response. This covers the Names File onlyunder nder the following conditions: ^
-Redlands provide a dlimited flat file --
-There is a single Names Table
- There is not dependency on other tables,meaning no integrated data ,
Limit to 30 fields or less
No detail tables
If the City of Redland chooses not to do a data conversion,this line price may be removed
Training= _._ _ 44,830
Admin Training
Pre-implementation
Geobase training
CAD Admin&AdminTraningv
Basic System Administration
Server OS Fundamentals
Project Team Tralnin�--�� - -
System User Training
Introduction to Summit Up to 125 8 -
Computer Aided Dispatch - - Up to 32 � 2
Nub for Dispatch _ _ Up to 32 _ _ .._ _.
- E-911 Tralnin included in CAD trainin
—Demographic profiling Up to 32 2
Hazmate Data Training-included in CAD training _-_-
CAD Mapping -
CAD Mapping User Up to 32 2
Pin Mapping Crime Analysis _ —, _ _ _-L-Up to 32- 2
GeoBase-Training/lnstailation/Setup Assistance/On-site
Fleet Maintenance Up to 32 2
Inventory Control ; Up to 16 1
Imaging Up to 48 3
Law Records Management
Law Enforcement Incident Management Up to 90 6
Law Enforcement Case Management _ Up to 90 6
Criminal History Records __ � --^ _ i Up to 90 6 _ -
- Law Enforcement Field Interviews Demo U to 90 ` 6_
Wanted Persons(Demo) _ Up to 90 6
Law Enforcement Intelligence(Demo) j Up to 90 1 6
UCR - - Up to 322.
Personnel
__E_mpfoyee Records_-.__.________ U to 16 _ 1
�_ �_
Empllo�ee Leave&Attendance I Up to 16 1
Em�rle Service Time&Position Up to 16 1
License&Permits Up to 48 i 3
Premises information Up to 48 3
Traffic Up to 64 4
Mobile
State&RMS Queries Up to 48 3
Voiceless CAD&AVL -__._ _. _Up to 48 >
MDC Moblie Admin Up to 16 1
_ ..,__.— .___._.v. _.- _
Sec:Section 7:Notes
Services Total: $ 107,468
CONFIDENTIAL AND PPOPRlETARY INFORMATION OF SPIL.LMAN
(c)P003 Spillman Technologies,Inc. All aights reserved. k age 3(410 Pages
yu
Section 4:3rd Party Products&Services
Description Price Qty Ext.Price
r LAN Modem for Remote Support350 1 : 350
2 port Etherlite Sena# onirector for E-91 1 Interface _ 450 ' 1 ' 450
4
{ I
I
t
f
S 1
See Section 7:Notes
3rd Party Products&Services Total: $ 800
CONFIDENTIAL AND PPOPRIETARY INFORMATION OF SPILLMAN
(C)2003 Spillman Technologies,Inc. All rights reserved. Page 4 of 10 JIA2e,s
- ua
Section 5:Maintenance for 27 Months
The 27 months of support starts on the dray the hardware,with Spillman software modules,are successfully loaded and installed at Redlands PD.
Descriptio Price Qt Ext.Price
Support_&Maintenance Includes: — 65,770
Access to helpdesk
Free upgrades to new releases&enhancements to licensed modules
Support for 27 months from time of hardware installed at Redlands
. _ _
Standard Support on all modules live help desk personalized web
tracking of support issues priontizatian of support calls,
professional Support Technicians -------------
averaging over 4 years _
Spillman support ex erience. Avera a Response Time Under 2 hrs. I
I '
I
27 Month Maintenance Total. $ 65,770
I
CONFIDENTIAL AND PROPRIETARY I FORMAYION OF SPILLMAN
(c)2003 Spillman Technologies,Inc. All rights reserved. F ge,�f 1O P���
Section 6:Payment Terms
Payment Payment Payment
Total upon signing upon upon Payment Payment upon
SECTION DESCRIPTION Purchase of contract Installation Installation Upon System
Amount
and issuance and Testing and Testing Completion Acceptance by
of Purchase CAD/RMS Mobile of Service RPD
Order Applications
Taxable Hardware&Software
2 CAD/RMS $ 416,269 $ 208,135 $ 166,508 $ 41,627
2 Mobile Software $ 212,513 $ 106,257 $ 85,005 $ 21,251
4 Proposed Hardware $ 800 $ 800
California Taxes $ 48,793 $ 24,396 $ 12,966 $ 6,588 $ 4,873
Non Taxable Services
5 Maintenance for 27 Mo. $ 65,770 $ 65,770
3 Project Management $ 22,220 $ 6,666 $ 6,666 $ 8,888
3 Installation Configuration&Testing $ 26,738 j$ 13,369 $ 8,021 $ 5,348
3 Data Conversion $ =,700 $ 13,700
3 Training $ 44,830 J $ 44,830
Price Totals: 1 851,633 345,453 266,079 99,614 1 58,5301 81,9871
Total Purchase Price:
SALES QUOTE/PURCHASE AGREEMENT
Section 7:Notes
2ND YEAR MAINTENANCE:
The Computer Software End-User Maintenance Agreement renewal cost on maintenance for year 3 and thereafter will
based on an amount to be determined by Spillman at the time of renewal.
If Customer is under a basic maintenance agreement and calls after normal coverage hours,maintenance services will be
will be charged at the hourly rate specified on the current Spillman Maintenance Fee Schedule. Rates are subject to
change.
SUMMIT IMAGING:
The Summit Imaging module allows the agency to capture photos for names,employees,vehicles,premises,property,and
evidence. The picture will be shown on all screens defined for that picture type. Images can be imported from any working
twain device such as digital camera or scanner. Images can also be imported from a valid image file on the PC or file
server.
General
--The Spillman software must be loaded on a Spillman-approved hardware PLATFORM,as outlined in current Spillman
policies.
Spillman technicians must have direct modem access to the server where the Spillman software is loaded-
A working TCP/IP network to each PC and server that needs access to the images.
Pictures can be stored on the Spillman Applications Server or a NT 2000 server. Each storage solution will have
specific needs and limitations that will have to be reviewed and a decision as to which you will use.
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
(c)2003 Spillman Technologies,Inc. All rights reserved. Page.6 or 10 Pages
Hardware
Digital input devices. Camera,scanner etc.
Windows 98 machines will require the installation of a new Summit client to allow full functionality of the Summit
Imaging product.
Software
TCP/1P software on each PC and server.
Spillman Imaging software.
Twain device software loaded on all hardware that is required.
File sharing software.
SUMMIT MOBILE:
Quote valid for wireless connection with a true TCP/IP connection.
Quote does not include hardware installation. Future installations may be performed by the Customer. Should the
Customer require additional installations, the Customer will be billed at current Spillman installation pricing, An adjusted
quote reflecting the additional installations may be requested.
GEOBASE IMPLEMENTATION(NEW OR EXISTING SPILLMAN USER)
The following are two approaches the Training Department will take regarding Geobase training.The key to these options
is who is going to build and maintain the map in ArcView.
APPROACH 1:GIS PERSONNEL.
The agency has access to GIS personnel who know ESR/products(i.e.ArcView or Arclnfo)and will build and
maintain the map.
--The Spillman Trainer that is involved meets with the the agency SAA and GIS personnel to discuss the desired
structure of the map for it to work with Geobase and CAD Mapping(if purchased). This is a 4 hour meeting.
--The trainer works with the GIS person via phone and email. It is expected that the GIS person will periodically
send a copy of the map and appropriate layers for the trainer to review and make suggestions.
—When the map is near completion,a two day trip is scheduled.This two day trip is meant to accomplish the
following:
o Move the map files onto the server.
o View error logs and show how to correct the errors.
o Test the files in a temporary database.
o Address maintenance issues within Spillman.
o Show the SAA how to activate Geobase within the live database.
APPROACH 2:NON-GIS PERSONNEL
The agency has no access to GIS personnel who know ESRI products to build and maintain the map.
--The agency is given a list of materials to provide to the Spillman Training Department so the Spillman trainer can
begin building a map of the agency's jurisdiction.
Once all the materials requested have been received,a three day trip is scheduled with the agency.
A trip is scheduled to train agency personnel about Geobase maintenance issues and loading the map text files
onto the server(2 days).
CONFIDENTIAL AND PROPRIETARY INFORMArION OF SPILLMAN
(c?2003 Spillman Technologies,Inc. All rights reserved. Page 7 of 10 PaL�s
—During the time between receiving the materials and the scheduled three day trip,the Spillman trainer will be
working onthe map.The trainer will have started parts oxall that needs mhodone for the map mwork inGoobasm.
but wemake nnguarantees aouowhat percentage of the map will becomplete.This iubecause the amount o/the
map that gets completed is dependent on how timely the materials are provided by the agency,as well as how much
of the map we choose to complete with the students during the training sessions.
—During the three day trip,the trainer instructs the student(s)on how to use ArcView using the map the trainer has
worked on.
--After the three day trip,the student(s)are required to complete the map,working with the trainer via phone and
email.
--When the map is near completion,a two day trip is then scheduled.This two day trip is meant to accomplish the
following:
o Move the map files onto the server.
o View error logs and show how|ncorrect the errors.
n Test the files inatemporary database.
o Address maintenance issues within Spillman.
o Show the SAA how tnactivate Genb:nowithin the live database.
--CAD Mapping Administration and Setup are covered during the normal SAA training.
SUMMIT:
Hardware required:
xTCP/IP network with port 0Bopen toall Summit users;also ftp and mxec available mthe support modem,
Server requirements:
A Spillman Applications Server that isrunning the SUMMIT server software. Because mthe resources needed mrun
additional processes on the Spillman Applications Server,you need to evaluate your currentCPU and memory usage.
Each main screen that is accessing the database requires approximately 10 MB of memory on the server.As a general
rule,Spillman recommends onMBn(server memory for each user. Uthe CPU onyour Spillman Applications Server is
currently nearing its capacity, running more processes might slow down your server.If this occurs,you might need to
upgrade the CPU or install a second CPU. For an individual assessment of the memory requirements for your agency's
server,contact our Installation Department.
Third-party hardware required:
ASpillman-approved LAN support modem.
Client pCrequirements:
The Spillman Customer Support Department recommends you use the fastest PCs available to you and that you install
as much memory as possible. You must also be running a Spillman-approved version of Microsoft Windows and be
connected to the server via a TCP/IP network.The following is a list of the minimum requirements:
Minimum Requirements General User User w/Multiple Screens
—CPU 1.8GHz 7.5GHz+
—Memory 258M8 512 MB
—
Ethemeunetwork card 10100Mbpa 10V100Mbpa
Network connection to Spillman
Applications Server
�VWb�o 1OO�bpu
—Screen resolution(pixo|s) 1V2*x7VVo,greater 182^x768o,greater
—
Colompm°idedUymon|mrand
25normore 250o,more
video card
—
Ha,ddisxapaxo 200 MB 200 MB
—Monitor 17-inch /r/noxmioimum
21-inch recommended
CONFIDENTIAL AND PROPRIETARY INFORMATION orsp/uMxw
NOTE:You can run the SUMMIT 3.0 software on a PC with fewer resources than specified in this docurnent.However,
if you experience problems,Spillman Customer Support Technicians will recommend that you upgrade the PC before
they address any problems on that PC. It should also be noted that these specifications are for PC's only running the
Summit application. If you run other applications while running Summit,you will have to accommodate for the increased
resources(RAM,CPU, network bandwidth,etc.)required by the additional programs.Before troubleshooting Summit
performance issues,all additional programs on the PC being tested must be closed,
Contact the Installation or Development department at Spillman Technologies; Inc, it your agency plans to use a Network
Information System (NiS) or Piuggable Authentication Module (PAM) authentication. On a case-by-case basis, Spillman
will need to determine whether SUMMIT 3.0 will work with NIS or PAM.
CUSTOMIZATIONS:
It has been the experience of Spillman Technologies that,although a custom software application may be completed to the
exact written specifications as approved by the customer, in the majority of cases the customer will discover added
functionality that was overlooked in the initial design after Spillman's completion of the project. Many times these
overlooked features are essential to the customer. Therefore, Spillman strongly recommends to any customer purchasing
custom software to budget up to an additional 50% of the original software quote for unanticipated enhancements to the
original custom application. We emphasize, this additional budgeted amount is only for features or functionality not
addressed in the original specifications.
STATELINK,E911 OR LIVESCAN:
When the Customer has purchased a license to the Livescan, 911 andior Statelink interfaces (the "Interface(s)") the
following terms shall apply with respect to the set up and testing fees for such Interface(s):
The parties acknowledge that the use of these interfaces requires that the Customer obtain access to services provided
by third party agencies. If Customer does not acquire the applicable third party services within six(6) months from the date
Spillman has installed the functional Spillman software (except to the extent the delay is caused by Spillman), Spillman
shall have the option to terminate its pricing commitment for the set up and testing services for such Interface(s),effective
upon written notice. In such event, Spillman shall refund or credit(at Spillman's option)to the Customer fees paid for such
set up and testing services. If Customer later acquires the third party services used in connection with the Interface(s),
Spillman agrees to provide the set-up and testing services for the Interface(s) to the Customer at its then-current fee for
such services.
Additionally, if the third party agency modifies the Interface specifications, Spillman may revise its pricing for the
Interface set up and testing service if such service is requested by the Customer after the six-month period described
above,whether or not Spillman previously terminated its pricing commitment for such service.
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILI.MAN
(c)2003 Spillman I echnnlayies:Inc. All rights reserved, Page 94 10 hags
Section 8:Agreement Terms
1. This Agreement only covers the products and services listed herein.
2. Customer agrees to pay all invoices within thirty(30)days of invoice date,
3.
Customer agrees to pay Spillman the Agreement Purchase Price according to the payment terms stated in Section 7, The
Agreement Purchase Price is valid only through the expiration date indicated and only if all listed products and services are
purchased as a complete package. ("Purchase Price"does not include second year maintenance fees.)
4. Customer is solely responsible for the payment of any and all taxes resulting from the acceptance of this Agreement and
purchase of the products and services described herein.
6. When signed by an authorized Customer representative this Agreement serves as the Purchase Agreement between
Customer and Spillman.
6.
This Agreement is subject to all terms and conditions in the corresponding, valid Computer Software End-User License
Agreement(the"License Agreement")and the related Maintenance Agreement between Customer and Spillman.
7. Any of the following events shall constitute a"default"under this Agreement:
a. Customer's failure to pay Spillman any charges, costs, or other payment accruing herein, if such failure has not been
corrected within ten(10)calendar days after Spillman has given Customer written notice of such failure;or
b. Custorner's failure to perform any other obligation set forth in this Agreement, including any act of repudiation or
wrongful rejection of the product, if such failure has not been corrected within thirty (30) days after Spillman has given
Customer written notice of such failure.
c. Spillman's failure to perform any obligations set forth in this Agreement, if such failure has not been corrected within
thirty(30)days after Customer has given Spillman written notice of such failure.
8. Upon occurrence of a default,the non-defaulting party may:
a. Terminate this Agreement and invoke all rights the party possesses up to termination. including in Spillman's case
repossession of the Product,and
b. If Customer remains liable for any monetary obligations created under this Agreement, Spillman may accelerate and
declare all obligations of Custorner created under this Agreement to be immediately due and payable by Customer as a
liquidated sum and proceed against Customer in any lawful way for satisfaction of such sum;and
c. In addition to the forgoing,seek any other remedies that may be available at law or in equity.
9. Customer acknowledges that the monetary obligations of the Customer to Spillman under this Agreement constitute a
commercial account.Customer shall pay, in addition to all other amounts owed to Spillman, interest calculated at one-and-
one-half percent (1.5%) per month on all amounts that have not been paid to Spillman pursuant to the terms of this
Agreement, or the highest rate permitted by law,whichever is less. Customer shall also be liable for all costs of collection,
including reasonable attorney's fees whether or not a suit is instituted.Any delay or failure of either party in exercising any
right hereunder,or any partial exercise thereof,shall not be deemed to constitute a waiver of any right granted hereunder
or at law.
10. This Agreement constitutes the entire Purchase Agreement between the parties,with respect to the products and services
listed herein, and no amendment to this Agreement shall be binding on either party unless such amendment is in writing
and executed by authorized representatives of both parties. The parties understand that the License Agreement and the
maintenance Agreement shall be considered with this Agreement as an integrated Agreement and is the complete and
exclusive statement of the parties obligations and responsibilities, with respect to the products and services listed herein
and therein,except as otherwise provided by law.
CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPILLMAN
m 2003 Spiliman Technologies,Inc. All rights reserved. Page 10 of 10 llkgo
--------------
W Lill s _ �'W
1 � S
ta
ol
ft {
i a S te. as -t a v. s.: _ '' -•. _a ;»� „� `r-
o 3 c v � 8
! _. c ut m l
Y xrs s c``n ry vii -n a x w
ITI
cn
n
rr
an
C7
-r ...� .v.. P(( t:l
? � a
" I
z
{ 4
# v
[ito
OEM a
f
r`,• � �. rq � '� �' 3 " � �'�, x -� � m r ro m � x � 3 �S c � `� � �' ``y' � �
t
n _ _
t
i
� t
r
3 Fav
eL
3 �
{i Qa r 3
b
9 ztj�{(i
r6
76 33
Ll