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AG 96-280 PURe.rASE A~itBEMBMT FOR 8PILLMAN I:~TA SYSTBf~ INC. THIS PURCHASE AGREEMENT (.Agreement") is dated effective this 16th day of September, 1996. The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation ("City") and Spillman Data Systems, Inc., a Records Management Software Company ("Vendor"). A. The City wishes to purchase SPI?J.MAN software modules, External communications (ACCESS, PRC), SPI?~.MANPrOject Management/ Installation, SPI?~.MAN Training, HEWLETT PACKARD Hardware, PICTURELINK Photo Imaging System and requested quotes. B. The Vendor submitted a quote which constituted the lowest responsive quote by a responsible bidder with the desired time frame for installation and designed application, interfaces, support and training. NOW, THEREFORE, the Parties agree as follows: 1. Purchase of SPILLMAN software modules, External Communications (ACCESS, PRC) SPIT~.MAN Project Management/ Installation, SPILLMAN Training, HEWLETT PACKARD Hardware and PICTURELINK Photo Imaging System ("SPIT~.MAN System"). Vendor agrees to supply and deliver SPI?J~4ANsoftware modules, External Communications, SPI?3.MANProject Management/Installation, SPILLMAN Training, HEWLETT PACKARD Hardware and PICTURELINK Photo Imaging System, the technical specifications of which are more particularly described in Exhibit "A" attached hereto and incorporated bythis reference ("Spillman Price Quotation/Order"), within the time period prescribed by the City and pursuant to the direction of the city Manager or his or her designee. Vendor shall supply a fully executed price invoice, all applicable warranty books and service manuals, and the manufacturer's statement of origin. The Vendor shall comply with all other applicable terms and conditions described inthe price quotation/order. Delivery of the SPILLMAN Software, HEWLETT PACKARD Hardware, External Communications, PICTURELINK Photo Imaging System and all other described items shall occur within the described time line established byVendor, more particularly described in Exhibit "B", attached hereto and incorporated by this reference. Vendor shall provide all upgrades of the Licensed Program as specified in the terms of the Computer Software Support Agreement Section 3 paragraph 3.1e. Vendor also agrees to provide newly developed client server (windows based) software at no additional cost to the City. Additional assistance that maybe required at the city Facilities shall be subject to supplemental charges set forth in Vendor's current fee schedule. ORIGINAL Vendor shall be required to comply with all of the terms and conditions specified within the context of the Computer Software License Agreement (Appendix A) and the Computer Software Support Agreement (Appendix B). 2. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the full delivery of the SPIT~.MAN System and the expiration of all applicable warranties ("Term"). 3.1 Total Compensation. In consideration of the Vendor supplying and delivering the SPI?~ANSystemand providing the necessary warranties, the City agrees to pay the Vendor an amount not to exceed One Hundred Seventy-Nine Thousand, Seventy-five and no/100 Dollars ($179,075.00); and agrees to pay Washington State sales tax equal to Thirteen Thousand, Six Hundred Ten and no/100 Dollars ($13,610.00), for a total amount not to exceed One Hundred Ninety-two Thousand, six Hundred Eighty-five and no/100 Dollars ($192,685.00). 3.2 Method of PaYment. Payment by the City for the SPIT.?~4AN system will only be made after the SPI?~.MAN System has been delivered and accepted by the City (as defined in Exhibit "C#, attached hereto and incorporated herein by this reference), a voucher or invoice is submitted in the form specified by the City, and the same is approved by the appropriate city representative. Payment shall be made in accordance with the Payment Terms specified in Vendor's price quotation/order (Exhibit A) after receipt of such voucher or invoice. 3.3 Vendor Responsible for Taxes. Except as otherwise provided in Section 3.1 hereof, the Vendor shall be solely responsible for the payment of any taxes imposed by any lawful Jurisdiction as a result of the performance and payment of this Agreement. 4. Compliance with Laws. The SPI;J~AN System and Vendor's delivery thereof shall comply with all applicable federal, state, and City laws including, without limitation, all city codes, ordinances, resolutions, standards and policies, as now existing. 5. ~. Vendor warrants that the SPILLMAN System will be free from defects in equipment, material and workmanship, as more fully set forth in the warranties set forth in Exhibit attached hereto and incorporated by this reference. 6. General Provisions. 6.1 ~D.~~. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 6.2 ~. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. 6.3 Full Force and Effect. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 6.4 ~. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 6.5 Successors in Interest. subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. 6.6 ~. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 6.7 No Waiver. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 6.8 ~3~L~1~. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 6.9 Authority. Each individual executingthis Agreement on behalf of the City and Contractor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Contractor or the City. --3-- 6.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 6.11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 6.12 Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. 6.13 Remedies Cumulatlve. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. 6.14 CounterDar~. This Agreement may be executed in any n,~mher of counterparts, which counterparts shall collectlvely constitute the entire Agreement. 6.15 Conflictinu Provision. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of any Exhibit to this Agreement, the terms of this Agreement shall control. DATED the day and year set forth above. CITY OF FEDERAL WAY ~-~ Kenneth E. N~berg, City Manager 33530 1st Way South Federal Way, WA 98003 ATTEST -4- APPROVED AS TO FORM: ~/~.~'A~orney, Lond~ K. Lindell SPI?.?.MAN DATA SYSTEM, INC. (Title) 810 South 100 West Logan, Utah 84321-5929 (801) 753-1610 I(: \document\spt I l=an.pur 9~-321 (svd) 10\2\96 --5-- ATTACI-IMEN~S 1. EXHIBIT A - SPIT,T.NAN PRICE QUOTATION/ORDER 2. EXHIBIT B - SPILLMAN TIME LINE 3. EXHIBIT C - ACCEPTANCE AS DEFINED BY CITY OF FEDERAL WAY 4. APPENDIX A - COMPUTER SOFTWARE LICENSE AGREEMENT 5. APPENDIX B - COMPUTER SOFTWARE SUPPORT AGREEMENT EXHIBIT ~A" AUG-29-1996 16:54 SPILLMAN DATA 80! ?53 5011 P.02/02  8t0 ~uth tOO We~t Logan, U~D 84321-5929 (801) 7S3-1610 lex (801) 7S3-3031 Federal Way Police Department Phone: (206) 661-4098 33530 1 st Way South Expiration Date: 10/1/96 Federal Way, WA 98001 Installation Machine: HP Contact Person: Mehdi Sadd Quote Number. WILJOH396 8/29/93 SPILLMAN Soltware Modules $ 80,346 Spillman Project Management/Installation $ 22,820 Spillman Training $ 10,310 HP Hardware $ 30,059 Photo Imaging System $ 35,540 ITOTAL $ 179,07S 7.6 State Sales Tax $ 13,610 'g - mer's/~dzed Representative/ Print Title and Name Date Note:Siging indicates accepance of this proposed order and authorizes Spillman to proceed with procurement and delivery of products and services detailed herein. The agency reserves the right to rescind this order if Spillman and Federal Way cannot successfully negotiate the Spillman License and Suppod contracts. If recision occurs agency will be responsible for payment of services rendered by Spillman and restocking tees, if any, for delivered products_ Changes to this order must be done in wrffting and by mutual agreement. city of Federal Way Pa~e 1 13:17 SP I LLMAN DATA 8~ 1-~3-~3~031 P. 03/10  818 ~h ]9~ W~ L~an, U~h ~21~929 (801) 75~1e~0 fax (801) 75~1 Federal Way Police Dep&~merit Phone: 33530 1~ Way So~h ~i~tion Date: 10/1/~ Federal Way. WA g8001 Inst~laUon M~hine: DEC ~ct Pemon: Mehdi SadH Quote Nu~e~ WI~OH396 8~9/96 ~LLMAN So--re Modules; Unit P~co HUB Module $ 1 fleco~s Man~ement 12,500 T~ Info~aflon 3,~0 E~den~ M~agement 3,7~ License ~d Pe~s 3,700 P~ed Pmpe~ *' ~emal Communicative (NCIC, W~PC, ACCESS) 21,900 WIBR* 9~ Su~otal , S 67~0 Custom InteEace to PRC CAD"' 12,~6 S 12r~6 $ 80~346 · WIBR is not curmnUy available. It is our understanding that the state has noz stabJized their pmducL When the ~tate has ~mpletely stabilized ~eir so ftware l~ will then be passible for Splllman to program our ~oflwam. We have ~old th{e product to soveml other agettcles in Washington under these ~ guidelines. At such · 6me when it become~ possible tot us IO begin devaloprne~l, when the st,~e is ready, the progecl will be scheduled and e praise:ted release date will be g~ven. -II first year 24 hour sollware eulppon Is wanted ndd $4,145. · **The PRC CAD interlace quo~.d i~, Spi!lmens standarcz interlace i~ p~acu-at G~ays' Harbor County. If modifications am needed the pdce quoted will need to be a~usted. City ~f ForEe~l Way Page 2 AUG-29-1996 13:19 ~PILLMAN DATA 801-9~B-~3~0~1 P.04/10 Logan, Utah 84321-5929 (801) 753-1610. fax (801) 763-3031 Federal Way Police Department Phone: (206) 661 ..4098 33530 1st Way South Expiration Date: 10/1/96 Federal Way, WA 98001 Installation Machine: DEC Contact Person: Mehdi Sadri Quote Number:. WILJOH396 8/29/96 Quote only corem producm end services listed herein, Quote is valid only through the expiration date indicated herein and only if all listed items are purchased as a package. Products ahd services as interpreted b~ Bplllmaa Data S.vamrr~, lng. No feature, function or charactedatkJ not deeodbed herein Is implied. Applicable taxes are not shown. Nets 2 Required Pre-installation Meeting A pre-inatallatton meeting between Spillman Data and client personnel is needed to make any policy changes regarding the new computer system, establish an implementation schedule, se~ up training sehedules, initiate compilation of agency code tables, introduce the agency's system administrator to the Spillman Data project mamager for their agency, and acComplish many other necessary ~P,s batora implementation can begin. The System Administrator must attend the meeting. This meeting requires someone from the ~gency W~th the authority to make fine and binding decisions regz.rd;~g the computer system and related agency procedursJ changes. Therefore, if the System Administrator does not have this authority, he/she reust be accompanied by~s0meone from the agency who does have the authorily. In {his way, we ensure {hat the meeting is Worthwhi · arid productive. The meeting car !a~t anywhere froth; e. low I',~,:;m toe full wcrt'J~ day ', SPILLMAN Software Malntsnance/Support Coats for 2nd year Basic Support. second year. $16,310 rhe cost ot renewal ef the Software MaJntenanoe/Support Agreement for the thi~ year and thereaEer will be based on percentages current at Spillman Dam Systems at the time of renewal. If the customer is under s basic service egreemeni but must call after standard working hours, support Will be given but will be ~harged at an hourly rate specified on the ourrent $pillman Data Systems~fee soheduls. Rates subject to change. Upgrades to SPILLMAN are include in the support agreement. As ,ong as the agency retains a current support :ontract with Spillman they will receNe all Upgrades at no additional cost. Payment Tegm$: Software 45 days net after installation Hardware 30 days net after eeJiverey Services 30 days net after service is rendered Imaging System 30 days net attar delivery City of Ferderal Way ,~ ~'~ . Page 3 ~UG-~9-1996 1~: 18 ~PILLMRN DRT~ 801-~B-~1 P,OSz~O Logan, U~h ~21~929 (~1) 7~1610 ~ (~1) 7~031 ~ 1st Way Sp~th ~ :~..: ~ FedemlWay, WA 98~1 mstal~n M~ne: HP Conta~ Person: Me~I Sadri Quote Num~ WI~OH3g6 QTY Part NUmber Description Vnit Cost Extended Cost 1 SYSTEM D-Class 1 1 A347gA Model D200 Unip'~e~ w/128 MB memory $12,571 $12,571 1 A3479A 0S4 Onslte System ~,'~talh~t~n $367 967 1 A3479A 0S6 Telephone/24x7 Sys,em Support-1 st Yr. $1,82G $1,826 1 A3479A 0SZ Netwon~( Configuration of SYstem $748 $748 1 A2440A HP-UX 2 user license and manuals I A2440A 0D1 Factory integrated $195 $195 I A2440A ABA U.S. - English iocellzallon 1 A2.440.A APX HP-UX version 10.10 2 A3304A 2 GB SE SC$1-2 Disk Di'ive 2 A3304A 0D1 Factory integrated : $1.500 $3.000 1 A.3416A Qusd Speed 600MB CD-ROM Drive 1 A..3416A ODS Complimentary CD ROM Drive I B3897A HPg000 Sen/er HP-UX License~ and Media 1 B3897A 0SE Phons A~sist & ITU for 32 Usam $360 $360 1 B3897A AGN HP-UX 32 user tev?l~,upgrede from 2 user $4,900 $4,900 1 B3897A AJG CD-ROM media and codsword certificate $520 $520 I C1064GX System Console - Green Screen $539 $539 1 C1064GX ABA U,S. - English localization 1 C2478SZ 2 GB DDS DAT Drive + data compression 1 C2478SZ 0DZ Factory integrated unit $1,520 $1,520 1 J2467B EISA RS-232 MUX SW Driver with media I J2467B 0DI Factory integrated 1 J2467B 0S6 Telephone Assist System Sapporl-1 st Yr. $48 $48 1 J2467B AAU CD-ROM certificate only I J24670 APX HP-UX version 10,10 1 J24~2A EISA 8 port RS-232 MUX system card $880 $880 I J2482A 0B1 Add manual set 1 J2482A 0D1 Factory integrated 1 J2482A 0S6 SW TEL; HW Wty--24X7; Sys Supp-lst Yr AUG-29-1996 15:18 ]PILLMAN DATA 80i-~3-~3~051 P. 06/10  810 South 1~ W~t Logan, ~h ~21-5~9 (601) 7~-~ 6~ 0 f~ (801) 7~1 1 ste , F~eral Way, WA 98~1 In~(~fion Ma~e; HP Contact Pemon: Me~i Sadri Quote Numbe~ WI~OH396 ~/96 QTY ~ Deserlotlon Unit Cost ~_t 1 B3g2JB, A HP-UX version 10.10 manuals 1 8392~ BA 0BO Genera] ~r~ge manuals $75 $75 1 ~392~B~ 0BE Systems admin manuals I B392'~I~A 0BG Advanced usage manuals $215 $215 I B3921BA 0S6 Telephone Assist System Support-lst Yr. $105 $105 Hardware Total.' $301059 AUG-29-1996 l~: 19 ~PILLMAN DATA 801-~3~3~051 P. 07J10 Logan, Utah 84321-5929 (801) 753-1610 fax (801) 753-3031 Federal Way PoliCe Depam~en! Phane~ $3530 1st Way South Expiration ~)ete. 10/1/96 Federal Way', WA 98001 Insm. llafion Machine: DEC Conta,3t Perspn: Mahdi Sadri Quote Number:. WI!..JOH386 Federal Way Police Department 8/29/98 Installation and Project Management Services On-site installation of software $2,760 Data Conversion None CallBack Support Modem ,, Included prd[ect Management Services 13,800 Includes on-site Pre-implimantation meeting and one other on-site mee~ng External Communications Installation (on-sim) 2,760 Includes three days on-sim On-line assistance (up to three days) Included Travel and Per Diem 3,500 Total: $22,820 C;iy of FecleraJ Way Page 6 AUG-29-1996 1~: 19 )ILLMAN DATA 801-~B-~3~051 P.08×10 {-oGan, Utah B4321-5929 (801) 753.161 fax ($01) 783.303'~ Federal Way Police Department Phone: (208) 681-4098 33530 1st Way South Expiration Date: 10/1/96 Federal Way. WA. g8001 Installation Machine: HP gO00 UNIX Contact Person: Mehdi Sadri Quote Number. WILJOH396 8/29/96 ~ Number of Num of SD[llman SoftWare Moduh, ~ ~ ~ HUB Module 16 1 $ 1,840 System, Administration 8 I 920 Records Management ~? .~ ?~ 12 1 1,380 LicenSe and Permits .......... ~ 2 1 230 Traffic Information 1 1 '115 Evidence Management 2 1 230 Pawned Property I I 115 External Communications Included in installation fees WIBR' 8 1920 UNIX Training 24 12,760 Subtotal 74 $ 8,510 Training Travel and Per diem $ 1,300 Two training trips Spillman Training Plans $ 500 : TOTAL TRAINING QUOTE; $ 10,310 City of Federal Way Page 7 AUG-29-1996 13:19 ~ILLMAN DATA ~ 8~i-~S3-§~031 P.08/10 Logan, Utah 84321-5929 (801) 753-1610 fax (801) 7s3-3031 Federal Way Police Department Phone: (208) 651-4098 33530 1st Way South Expiration Date: 10/1/96 Federal Way, WA 98001 Installation Machine: HP gO00 UNIX Contact Pemom Mehdi Sadri Quote Numbec WILJOH398 8/29/96 Number of Num of -qDillmen Softwsre Module i~ Classes ~ HUB Module 16 1 S 1,840 Syete,rn Administration 8 I 920 Records Management ~.~::~ . ~. ~ 12 i 1,380 License and Permits ~'~:.-~- ~ 2 I 230 Traffic Information I I 115 Evidence Management 2 I 230 Pawned Properly I 1 t 15 External Communications Included in installation fees WlBRo 8 I92O UNIX Training 24 I2,760 Subtotal 74 $ 8,510 Training Travel and Per diem $ 1,300 Two training tdps Spillman Training Plane $ 600 ; TOTAL TRAINING QUOTE; $ 10,310 City of Federal Way Page 7 AUG-29-1996 13:19 Sp I LLMAN DATA 801-gSB-~B~031 P. 09/10 Logan, Utah 84321-5929 (SO1) 7~ S~ 0 ~ (801) ;, , F~oral Way Poli~ D~p~e~t Phone; (206) 661~098 ~530 1st Way So~ t ~pi~tio~ Date: 10/1~6 Federal Way, WA 98001 I~t~;a~on Machine; DEC ~nta~ Pemom Mehdi Sadd Quo~ NumbeE WI~OH396 8~9~6 Video Imaging Hardware (1) PictureLinl( Capture/Display System; Includes; Color Video Camera, Power Supply and Lens Tripod. Lighting, and Mounts DEC 6100 pS/100MH~ PO 3.5' 1.44MB Floppy 1Ma DR~i~ 16MB Me~p~y ~:, ~ 17' SVGA Moni[or Capture/DJ.splay Board 3 Cam E~lemet Adapter PictumLInl~r Photo Imaging $oftare' PLServel aof[wa~e DOS and Windows 3.11 Tiny Term, Plus/NFS (5 users) Subtotal $ 17,100 Pi~tumMnk Photo Imaging Display Multi User (5 concurrent users) $ 10,000 Photo-Imaging InterfaCe Software To SPILLMAN $ 5,400 Tralnin~/Inatsllstloru'Traval and per diem $ 2,~40 Shipping, Handling a~d Insurance ~r' ~ ..... S S~ ::: Imaging System Total $ 35~540 · PiclureLink is a DOS baaed application Cl~y of Federal Way Page 8 AUG-29-1996 i 13:19 OlLLMAN DATA 801-~B-'~3~051 P. 10/10  810 South 100 West Logan, Utah 84321..5929 (801) 753-1610 fax (801) 753-3031 Federal Way Police Department Phone: (206) 661-4098 33530 1st Way South Expiration Date: lo/1/96 FederaJ Way, WA 98001 Installation Machine: DEC Contact Pereoh: Mehdi SadrJ Quote Number:. WILJOH396 8/29/96 Note 1 Quota only covers producls and services listed herein. Quote Is valid only through ',he expiration date indicated herein and only If cji listed Items are purcaheed aa a package. Products and servlcu am Interpreted by Splllman Data Systems, Inc. Not feature, function of charectedstio not described herein Is implied, AppIIcsble taxes are not shown. [dote 2 Minimum System Configuration required: 4:36/66MHz, 8MB I:l~, 120MB herd drive,VESA compatible SVGA graphics capability supporting 800×600. :32,000 colom, DOS, Windows 3.11. Ethernet Card, and Tiny Term Plus/NFS. Noter 3 ' The PictureLInl~ software supports Adobe Postscript, HP Laser Jet, DeskJet, and Pain,let printer. Postscript level 2 recommended for high quality. The HP 1600CM supports Postscript level 2. Note 4 ii; .~.*~ ~ The PictureLk%k Mug Sho~ Systems and PictureUnk Software includes a one year warranty on hardware, telephone support and PlctureUnk Software updates. Spillman support covers interfacw software. Hareware and imaging appllcstfon support is not Included in the figure. The cost of renewal of the Software Maintenance/Support Agreamtnet for the third year and thereafter will be based on percentages c~rrent at Spillman Data Systems at the time of renewal. If the ¢ustome~under a basic service agreemtn but must Call after standsard working hours, support will be given but will be charge~iat an houdy rate specified on the current Spillman Data Systems fee schedule, Rates ars subject to change. ; Swap Out Maintenance Option: First year swap;out rnaintenaoe is 10% of eytem and software cont. Second anti aubsequent years swap ou~ maintenance is 15% of system and ~oftware cost. Payment Terms: The total fee. as set forth in an SDS Software Order. shaJl be paid rD SDS according to the follow~ng schedule: Delivery: 45 days for PO Terms: Net 30 Days City of Federal Way Page 9 TOTRE P.[0 EXHIBIT Federal Way Police Department Implememtation Schedule ID Tssk Name Duration Start 8/25 9/1 I 9/8 I g/ts [ 9/22 I 9/29 I 10/6 I 10/13 t 10/20 I 10~27 I lt/6 I 1~/10 I 11/17 1 Contract Signed Od Men 8/26/66 · 8/26 17 Receive/Accep~ Schedul, 1Od Men 9/~6/6g · ~~cy/Spi[Iman 28 IBR-Washington ld Mon~/26~6 ~ Comple~/gnD,toToEleDetarmined Project: Federal Way Pdice Depaztment, WA Task ~ Mileslone · Roiled Up Task ~ Rolted Up Progress EXHIBIT "C" EXHIBIT C Acceptance as defined by City of Federal Way. Acceptance will occur after delivery, set-up, installation and testing is complete. Time lines have been met, unless otherwise agreed to by the City of Federal Way and the Vendor. APPENDIX "A" COMPUTER SOYI%VARE LICENSE AGREEMENT This License Agreement CAGREEMENT") is made and entered into thisl- 6 day of S ePI:. 1596, by and between: SPILLMAN DATA SYSTEMS. INC. CSPILLMAN") 810 SOUTH 100 WEST LOGAN. UTAH 84321 (801)735-1610 AND City of Federal Way ("LICENSEE") 33530 1~ Way South Federal Way, WA 98001 ( 206 ) 661-4000 THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF SPILLMAN'S OBLIGATIONS AND RESPONSIBILITIES TO LICENSEE AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF SPILLMAN RELATING TO THE SUBJECT MA'I'I'ER HEREOF. YOUR LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY LICENSEE. 1. Product. The product is the "Liccnsed Program," which is defined to be the package of computer software in machine-readable form and any related user documentation which may be ordered from time to time by LICENSEE'S acceptance of a SPILLMAN Software Order. 2. License. In consideration of the payment of license fees, SPILLMAN grants LICENSEE a non-exclusive, non- transferable license to use the "Licensed Program", subject to the following terms and conditions. 3. Scope of Rights. LICENSEE may:. a. Install the Licensed Program in LICENSEE'S facility. b. Use the Licensed Program for purposes of serving the internal needs of LICENSEE'S business. c. Make one copy of the program in machine-readable form, for nonproductive backup purposes only, provided that SPILLMAN'S proprietary legend is included. LICENSEE may not use, copy, or modify the Licensed Program, or any copy, adaptation, transcription, or merged portion thereof, except as expressly author/zed by SPILLMAN. LICENSEE'S rights may not be transferred. LICENSEE may not install the Licensed Program in any other computer system or use it at any other location without SPILl,MAN'S express authorization obtained in advance (which will not be unreasonably withheld). If LICENSEE uses, copies, or modifies the Licensed Program or if LICENSEE transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by SPILLMAN, LICENSEE'S license is automatically terminated. LICENSEE may not allow any other agency, entity or individual to use or have access to the Licensed Program in any manner other than inquire-only unless expressly authorized by SPILLMAN. LICENSEE is solely responsible for payment of any taxes (includ/ng sales or use taxes and intangible taxes) resulting from LICENSEE'S acceptance of this license and LICENSEE'S possession and use of the Licensed Program. SPILLMAN reserves thc right to have LICENSEE pay any such taxes as they fall due to SPILLMAN for remittance to thc appropriate authority. LICENSEE agrees to hold harmless S?ILLMAN from all claims and liability arising from LICENSEE'S failure to report or pay such taxes. LICENSEE is responsible for sclccfing a system administrator who is qualified to operate the Licensed Program on LICENSEE'S own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Licensed Frc~ram. Other accessories (hardware or software) may be required for the use of the Licensed Program. Except as agreed otherwis~ in writing, SPILLMAN assumes no responsibility under this AGREEMENT for obtaining or supporting such accessories. LICENSEE is also responsible for cnsurin$ a proper environment and proper utilities for thc computer system on which the Licensed Program operates, including, but not limited to an uninterrupted power supply. LICENSEE is responsible for converting LICENSEE'S data files for usc with thc Licensed Program. 4. Proprietary Protection of Licensed Program. SPILLMAN shall have sole and exclusive ownership of all rights, title, and interest in and to thc Licensed Program, Design Specifications, Custom Modules, Programming and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly ~ranted by SPILLMAN. This AGREEMENT docs not provide LICENSEE with titlc or ownership of the Liccnsed l~ro~ram, but only a right of limited use. LICENSEE must keep the Licensed Program frec and clear of all claims, liens, and encumbrances. The Licensed Program is a commercially valuable, proprietary product of SPILLMAN, the design and development of which reflect the effort of skilled development experts and thc investment of considerable t/mc and money. Thc Licensed Program is treated by SPILLMAN as confidential and contains substantial trade secrets of SPILLMAN, which SPILLMAN has entrusted to LICENSEE in confidence to usc only as expressly authorized. SPILLMAN claims and reserves all rights and benefits afforded under federal copyright law in all software programs and user materials that constitute the Licensed Program, and in all system documentation related thereto, as unpublished works. LICENSEE may not, at any time, disclose or disseminate the Licensed Program to any person who docs not need to obtain access thereto consistent with LICENSEE'S rights under this AGREEMENT. Under no circumstances may LICENSEE "unlock" the code of the Licensed Program, as thc term is generally used in thc trade. Under no circumstances may LICENSEE diselose or disseminate thc Licensed Program to any competitor of SPILLMAN. LICENSEE will devote LICENSEE'S best efforts to ensure that all LICENSEE'S personnel and all other persons afforded access to thc Licensed Program shall protect it against improper use, dissemination, or disclosure. LICENSEE hereby authorizes SPILLMAN to enter LICENSEE'S premises in order to inspect the Licensed Program in any reasonable manner during regular business hours. LICENSEE acknowledges that, in the event of LICENSEE'S breach of any of the foregoin$ provisions, SPILLMAN shall be entitled to obtain an injunction against such breach from any court of King County, Washington, jurisdiction immediately upon request. S?ILLMAN'S right to obtain injunctive relief shall not limit its right to seek further remedies in money or damages. LICENSEE'S obligations hereunder shall remain in effect for as long as LICENSEE continues to possess or use the Licensed program or any trade secrets derived therefrom. 5. Documentation. SPILLMAN agrees to allow LICENSEE to use S?ILLMAN copyrighted documentation of the SPILLMAN Public Safety Software system to photocopy as many copies of thc SPILLMAN documentation as thc agency requires for agency use only in thc use of thc SPILLMAN Public Safety Software system, to not distribute any original or copy of documentation outside of the agency, and to not reveal this documentation to competitors of SPILLMAN. 6. Limited Warranty. SPILLMAN warrants, for LICENSEE'S benefit alone, that the Licensed Program conforms in all material respects to thc specifications for thc current version of the Licensed Program as described in SPILLMAN'S product specifications as of this date and for a period of one (1) year hereafter. This warranty is expressly conditioned on LICENSEE'S observance of the operating, security, and data~control procedures set forth in the User's Manual(s) included with the Licensed Program. SPILLMAN is not responsible for obsolescence of thc Licensed Program that may result from changes in LICENSEE'S requirements. The foregoing warranty shall apply only to the most current version of the Licensed Pro, ram issued by SPILLMAN from time to time. SPILLMAN assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. 7. Customer Remedies. As LICENSEE'S exclusive remedy for any material nonconformity or defect in the Licensed Pro,ram for which SPILLMAN is responsible, SPILLMAN shall attempt through reasonable effort to correct or cure such nonconformity or defect. However, SPILLMAN shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in thc Licensed Program if LICENSEE has made any changes whatsoever to thc Licensed Program, if the Licensed t'rogram has bccn misused or damaged in any respect, or if LICENSEE has not reported to SPILLMAN the existence and nature of such nonconformity or defect promptly upon discovery thereof. Thc cumulative liability of S?ILLMAN to LICENSEE for all claims related to the Licensed Program and this AGREF~MENT, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all fees and chat~cs paid to SPILLMAN hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this AGREEMENT have been breached or have proven ineffective. 8. No Other Warranties. SPILLMAN disclaims all other warranties, either expressed or implied and representations with respect to the licensed program, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, and its merchantability or fitness for a particular usc. 9. No Liability for Consequential Damages. In no event shall SPILLMAN be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if S?ILLMAN has been advised of the possibility of such claims or damands. This limitation upon damages and claims is intended to apply without regard to which other provisions of this AGREEMENT have been breached or have proven incffeefive. 10. Term. LICENSEE'S license of the Licensed Program shall become effective upon delivery of thc Licensed Program to LICENSEE and shall continue unless terminated as provided herein. LICENSEE may terminate this AGREEMENT at any time upon written notice to SPILI2Vus2q. Upon termination of this AGREEMENT, all rights granted to LICENSEE will terminate and revert to SPILLMAN. Promptly upon termination of this AGREEMENT for any reason or upon discontinuance or abandonment of LICENSEE'S possession or use of the Licensed Program, LICENSEE must return, or certify the destruction of, all copies of the Licensed Pro, ram in LICENSEE'S possess/on (whether modified or unmodified), and all other materials pertaining to the Licensed Program (including all copies thereof). 1 I. General. No modification of this AGREEMENT shall be binding unless it is in writing and is signed by an authorized representative of thc party against who enforcement of the modification is sought. Any notices required or permitted under this A~reement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed. In thc event that any of the terms of this AGREEMENT is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this AGREEMENT, and all the remaining terms of this Agreement shall remain in full force and effect. 12. Indemnification. SPILLMAN hercby indcmnifics and agrees to hold LICENSEE harmless from and against any and all claims, demands, or actions and costs, liabilities, or losses arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or other proprietary rights by any of the Software or Related Materials furnished hereunder. SPILLMAN WANTS LICENSEE TO BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS. ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED PROGRAM WITH LICENSEE AND ANSWER QUESTIONS. BY EXECUTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS BEEN GIVEN AN ADEQUATE OPPORTUNITY TO INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE NEEDS AND THAT BASED ON LICENSEE'S EXA/VIlNATION OF THE LICENSED PROGRAM, THE LICENSED PROGRAM IS SATISFACTORY. Accepted and~L~proved by,LICENS, EE: Accepted ~~lL~: St'g :, .ned ~;j /~ ~6 Signed: / 3 ' ~r~ - , ~nted: ~enneth E. ~yberg ~nted: ~chard E. Title: City Hanager Title: ~esident v~: /~-- ~ ,,o ~ V~te: Nov/? ,,9~ APPROVED AS TO FORM: Londi K. Lindell, City ^ttomey 4 APPENDIX "B" This Support Agreement ("this Agreement") is made and entered into this 1._~6 day of S ep t · 190/_6 by and between: SPILIA4AN DATA SYSTEMS. INC. CS~aillman") 810 SOUTH 100 WEST LOGAN. UTAH 84321 (801)7S3-1610 AND City of Federal Way ("Customer") 33530 1~ Way South Federal Way. WA 98001 (206) 661 ~4098 WITNESSETH: WHEREAS_SvilIman and Customer entered into that certain Computer Software License Agreement dated S ep t. ! 6 ., 19 9 6 (the "License Agreement") under which Customer obtained a non-exclusive, nontransferable license to use certain computer soft%rare in object code form and related user documentation (the "Licensed Program") on certain terms and conditions; WHEREAS, Spillman desires to offer Customer certain services with respect to the Licensed Program on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1 DEHNrrIONS For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms: 1.1 "Software Order." A Spillman order form identifying software modules purchased by Customer from Spillman which has been signed and accepted by Customer and has been accepted by Spillman. 1.2 "Licensed Program." The computer software known as SPILIaMAN Public Safety Software® which was developed by Spillman and which is the subject of the License Agreement. This excludes computer software not developed by Spillman which might be used in conjunction with the SPILLMAN Public Safety Software, such as word processors, spreadsheets, terminal emulators, etc. 1.3 "Agreement Term.H An initial period of one (1) year. Thereafter, the Agreement Term shall automatically renew for successive periods of one year each unless and until terminated pursuant to Section 9 hereof. In no event, however, shall the Agreement Term extend beyond the prescribed term of the License Agreement. 1.4 "Error." Any failure of the Licensed Program to conform in all material respects to the documentation for the Licensed Program published from time to time by SpiIlman. However, any nonconformity resulting from Customer's misuse or improper use of the Licensed hx~gram or combining or merging the Licensed Program with any hardware or software not supplied by Spillman, or not authorized to be so combined or merged by Spillman, shall not be considered an Error. Nor shall Licensed Program or data file damage resulting from unauthorized software alterations (including problems, errors, or malfunctions caused or created by the operator), customizing of programs, accident, neglect, power surge or failure, lightening, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), operating system errors, or hardware malfunction be considered an Error. 1.5 ~Error Correction." Either a software modification or addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the documentation, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of such nonconformity. Not covered under Error Correction is the responsibility for data file damage due to software or hardware malfunction. 1.6 "Enhancement.~ Any modification or addition that, when made or added to the Licensed Program, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Enhancements may be designated by SpiIlman as minor or major, depending on Spillman's assessment of their value and of the function added to the preexisting Incensed lh'ogram. 1.7 UCoverage Hours." Monday through Friday 8:00 A.M to 5:00 P.M. Mountain Time excluding holidays OR 1.8 "~s~nse Time." ~ithin Six (0l hours of the Coverage Hours from the time t~t Customer first notifies Spillman of an ~ror until spinman initiates work toward development of an Error Correction. "~leases.~ New versions of the Licensed Pro,ram, which new versions may include ~oth Error Co~etions and Enhancements. 1.10 "System Administrator." An agent of Customer with sufficient training and/or experience with The Licensed Program to communicate effectively with Spillman Support personnel. Section 2 ELIGIBILITY FOR SUPPORT To be eligible for support for the Licensed Program, Customer must meet the following requirements. Customer agrees that the obligation of Spillman to continue to provide Services with respect to the Licensed Program shall terminate if, at any time during the term of this Agreement, these requirements are not met. A. Customer must have a valid Computer Software License Agreement for the Licensed Program; 13. Customer must have a Spillman~cetqified System Administrator C. The Licensed Program must be operated on a hardware platform approved by Spillman. D. Customer must be in compliance with any and all payments due Spillman. Spillman may require Customer to appoint a new System Administrator if Spillman determines that the System Administrator does not have the training or experience necessary to communicate effectively with the Spillman support personnel. 2 Section 3 SCOPE OF SERVICES 3.1 During the Agreement Term, Spillman shall render the following services in support of thc Licensed Program, during Coverage Hours, subject to the compensation fixed for each type of service in Spillman's current Fee Schedule: a. Spillman shall maintain a program control center capable of receiving by telephone any System Administrator reports of system irregularities. b. Spillman shall maintain a telephone hot line that allows the System Administrator to report system problems and seek assistance in use of the Licensed Program. c. Spillman shall maintain a trained staff capable of rendering the services set forth in this Agreement. d. Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Error~ when reported to Spillman in accordance with Spillman's standard reporting procedures. Spillman shall, after verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, Spillman shall provide the Error Correction through a "temporal, fix" consisting of sufficient programming and operating instructions to implement the Error Correction, and Spillman shall include the Error Correction in all subsequent Releases of the Licensed Program. Spillman shall not be responsible for correcting Errom in any version of the Licensed Program other than the most recent Release of the Licensed Program, provided that Spillman shall continue to support prior Releases superseded by recent Releases for a reasonable period sufficient to allow Customer to implement the newest Release, not to exceed 180 days. e. Spillman may, from time to time, issue new Releases of the Licensed Program to its customers generally, containing Error Corrections, minor Enhancements, and, in certain instances, if Spillman so elects, major Enhancements. Spillman shall provide Customer with one copy of each new Release, without additional charge. Spillman shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges set forth in Spillman's current Fee Schedule. f. Subject to space availability and training fees, Customer may enroll its employees in Spillman's training classes, held at Spillman's facility in Lo~an, Utah, for regular or advanced training. g. Spillman shall consider and evaluate thc development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to thc Licensed Program (including, without limitation, data conversion and report-formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by Spillman and Customer. h. Spillman software support, although primarily intended for Spillman application software, also extends limited support for all operating systems where Spillman has an agreement with the supplier. However, Customer must be aware of the following facts for limited operating system support: 1. In some cases, Customer is in a much better position to deal with operating system issues because they are on-site and because of technical expertise they may have. In these cases, Spillman recommends that they work directly with thc hardware vendor on these matters. Spillman will still be available to provide assistance whenever needed. 2. Spillman is forced to work with thc company that develol:~l the operating system. If that company fails to provide quality support, Spillman will not be able to provide quality support to our customers. Also, if the company charges Spillman for their support, customer will be billed for these charges. 3. Some operating system problems can only be solved on-site. If and when this situation occurs, Spillman personnel will travel to Customer's site with Customer's approval. Customer will be billed according to the Spillman fee schedule for travel expenses and comprehensive per diem. 4. In the event that a bug is identified in the operating system, Spillman will immediately report the problem directly to the provider. However, we will be required to accept their schedule for fixing the problem. 5. If enhancement requests are made to Spillman for changes to the operating system, Spillman will pass them along to the provider. Spillman can make no commitments as to when, or if, the enhancements will be included in future releases. 6. Spillman will provide assistance with operating system upgrades but Customer is responsible for obtaining the upgrade from the vendor and paying any required fee. 7. Most operating system upgrades require on-site assistance. The fee for on-site assistance is not included with Spillman software support. 8. Spillman must approve all operating system upgrades in advance to verify that the upgrade is necessary and compatible with the Spillman sofiware. 3.2 The following items are specifically not covered by this agreement: a. Any hardware failure including, but not limited to, failure caused by wiring, multiplexers, modems, phone lines, power, or connectors. Also, any hardware limitations due to insufficient memory, disk storage or processing power. b. Any problems caused by hardware failure. c. Any work required to restore or recover data files and/or the operating system. d. Any problem caused by an operator. e. Configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. f. Any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by Spillman. g. Problems with, or caused by any hardware or third party software not supported by Spillman, including, but not limited to, Imaging, Fingerprinting (i.e. DBI, Idenfix), SNA, high availability, X-stations, word processors (i.e. WordPerfect, Lyrix, Crystal Writer), terminal emulators, etc. h. Any network failures or problems including, but not limited to cabling, communication lines, routers, connectors, and network software. i. Printers connected off the back of terminals/personal computers (pass through printing) or network printers are not supported by Spillman. Spillman strongly recommends that Customer obtains a support agreement with the third party vendors for the items listed in Section 3.2. Upon request, Spillman will provide on-site support at Spillman's current rate per hour plus travel expenses and per-diem. 4 Section 4 OBLIGATION OF CUSTOMER 4.1 Customer shall provide access to its facilities in connection with the performance of Spillman of its obligations hereunder. No charge shall be made for such access. It is agreed that prior notification will be given when access is required. 4.2 Customer must provide Spillman with information sufficient for Spillman to duplicate the circumstances under which a Problem in the Licensed Pro, ram became apparent. 4.3 Customer must maintain a modem and data set connected directly to thc server (the modem cannot be connected to a network) 24 hours per day, 7 days a week, used with the Licensed Frogram being maintained by Spillman hereunder and provide access to a dedicated voice grade local telephone. 4.4 A representative of Customer must be present when any on-site support is provided. Customer agrees that if such representative is not present when the Spillman representative arrives on site, no work will be performed and Customer will be charged for such Spillman representative. 4.5 All communications by Customer to Spillman must be in the English language. 4.6 Customer is responsible for providing one or more qualified System Administrators as described in Section 5. At least one of these System Administrators must be available at all times. Section 5 SYSTEM ADMINISTRATOR REQUIREMENTS 5.1 Each System Administrator must be certified by Spillman within ninety (90) days of installation of the Licensed ?to, ram by successfully completing and passing the final written and practical examinations of the following training courses: a. System Introduction - Inquiry (6 Hours) b. System Introduction - Data Entry & Modification (6 Hours) c. Unix Fundamentals Training (SCO, AIX, or HP-UX). (Three Days) d. Basic System Administration (One Day) 5.2 Each System Administrator must be identified in Appendix A properly signed by Customer. 5.3 Each System Administrator must be qualified to address, or have other support sources to address, without the aid of Spillman, all problems relating to any hardware, software or operating system not directly associated with Spillman's software. 5.4 Calls received by anyone not identified in Appendix A are not covered by this agreement and are therefore subject to hourly fees, and are not subject to minimum Response Time. 5 Section 6 FEES AND CHARGES 6.1 Customer shall pay Spillman its fees and charges based on the Support Order. The Support Order is attached to and a part of this Agreement. Additional Support Orders may be signed with Spillman from time to time and will become a part of this agreement. 6.2 Spillman reserves the right to change its Maintenance Fees from time to time, provided that no such change will be effective until at least 30 days after Spillman has given Customer written notice of such change. Fee changes will result from changes in (1) Software Prices, (2) The number of modules, (3) The Customer's support classification, (4) Computer hardware or (5) Selection by Customer of different Coverage Hours. Spillman shall invoice Customer at the beginning of each contract year for all fees. Charges accrued and all reimbursable expenses incurred shall be invoiced at the beginning of the next calendar month. Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (go) days after the invoice date shall bear interest at the lesser of eighteen (18) percent per year or the highest rate allowed by applicable law. 6.4 Customer shall be responsible for the fees and charges for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, and other hardware necessary to operate the I~censed Software and to obtain from Spillman the services called for by this Agreement. 6.5 Customer agrees to pay additional charges according to the Spillman Fee Schedule for all work performed outside of Coverage Hours. These charges are applicable for any work performed after hours, REGARDLESS OF THE CAUSE, even if it was reported and/or initiated during Coverage Hours. 6.6 On-site assistance will be performed as requested by Customer. However, Customer will be billed according to the Spillman Fee Sehedule for travel and living expenses. Section 7 PROPRIETARY RIGHTS 7.1 To the extent that Spillman may provide Customer with any Error Corrections or Enhancements or any other software, including any new sot~,vare programs or components, or any compilations or derivative works prepared by Spillman (collectively, "Vendor Programs"), Customer may (1) install one set of the Vendor Programs in the most current form provided by Spillman, in Customers own facility; (2) use such Vendor Programs in connection with the Licensed Programs, and in a manner consistent with thc requirements of the License Agreement, for purposes of serving Customers internal business needs; and (3) make one copy of the Vendor Programs in machine~readable form for nonproductive backup purposes only. Customer may not use, copy, or modify the Vendor Programs, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Spillman. Upon termination of such License Agreement, Customer shall return or destroy the Vendor Programs, and returning the Vendor Frograms in the manner required by the License Agreement shall be sufficient for such purposes. 7.2 The Vendor Programs are and shall remain the sole property of Spillman, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Spillman for the use of the work product. Customer shall from time to time take any further action and execute any further instrument, including documents of assignment or acknowledgment, that Spillman may reasonably request in order to establish and perfect its exclusive ownership rights in such works. Customer shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Customer at the time of its delivery or on-site development. Section 8 DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 8.1 Spillman disclaims all other warranties, either cxpre&qed or implied and representations with respect to the licensed program, except as stated in thc License Agreement. 8.2 In no event shall Spillman be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever and however caused, even if Spillman has been advised of the possibility of such damages. The cumulative liability of Spillman to the Customer for all claims arisin~ in connection with this agreement shall not exceed the total fees and charges paid to Spillman by the Customer within the last 1 £ months. No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the performance of services under this Agreement, may be brought by either party more than three (3) years after such cause of action accrued, except that an action for nonpayment may be brought within two (2) years of the date of the last payment. Section 9 TERMINATION 9.1 This A~,~ement may be terminated as follows: a. This Agreement shall immediately terminate upon the termination of the License Agreement; b. This Agreement may be terminated by either party upon the expiration of the then-current term of this Agreement, provided that at least 90 days' prior written notice is given to the other party; or c. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. 9.2 Following termination of this Agreement, Spillman shall immediately invoice Customer for all accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount immediately upon receipt of such invoice. Customer may continue to use any work supplied to Customer by Spillman for the remaining term of the License Agreement. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the lesser of eighteen (18) percent per year or the highest rate allowed by applicable law. Section 10 MISCELLANEOUS 10. I Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and that it supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereofi This Agreement may not be modified except by a written instrument duly executed by the parties hereto. 10.2 In the event that any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall be enforced to the maximum extent permitted by applicable law. 7 10.3 Neither party may assign ,~ rights or duties under this Agreement without me prior written consent of the other party, except to a successor of all or substantially all of its business and properties. 10.4 Thc waiver by either party or any term or condition 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. Accepted andr~provedb¥Customer:., . ..., Accepted an~~l~ Frinted.~'Kenneth E. Nyberg Printed: Richard E. S~i mlI'~n Title:~City Manager Title: F'resident APPR~IVED ~ FORM: ~ . APPENDIX A SYSTEM ADMINISTRATORS Customer N~e - Agreement No. Date SYSTEM ADM~IST~TORS Title: ~~ Office Phone Number: Beeper Number: Home Phone Number: Mailing Address: ~.G~ 2. Name: Title: Office Phone Number: Beeper Number: Home Phone Number: Mailing Address: 3. Name: Title: Office Phone Number: Beeper Number: Home Phone Number: Mailing Address: [Customer.'] ~7 I~ :/ /') ~ APPROVED AS TO FORM: Signed: ~ ') [ ~/~< ~ Printed~~ K~nn~th v.. ~yb~rg ~ ~ity ~tto~ey Title: ~ity ~anager Date: /~ ~ , 19 96 SOFTWARE ORDER SPILl. MAN DATA SYSTEMS, INC. 810 SOUTH I00 WEST LOGAN, UTAH 84521 (801)7§$~1610 Date: / / Customer: City of Federal Way Address: 33550 1~ Way South Federal Way, WA 98001 Contact: Mehdi Sadri Phone#: ( 206 ) 661- 4098 Software Modules: Law Records Traffic Information Evidence Management License & Permits Pawned Property Photo Imaging Interface XC - Spillnum Network Link ($NL) XC - Local Inquire XC ~ Local Update XC ~ PI: Washin~on Access XC - PI: $pillman to Spillman Software Maintenance Total $16,310 (Second year support begins 15 months from the signing of the Sales Order or the date of the Purchase Order). For Custom Software, first year support starts on the date the Software is installed. The Support Fee is not included in the Custom price unless the first year support is specified. This Software Order was filled by Spillman Data Systems, Inc. This is used only as an attachment to the Computer Software Support Agreement. Accepted and Approved by Ctts. to~mer: Printed:~Kenneth E. Nyberg Title: City Manager e~PPROVED_~ ~Lo~Linde 1~. ' 10 spffl] RECEIVED ata systems, inc. ~IY ATTORNey November 19, 1996 Ms. Cathy Cason-Scott City of Federal Way 33530 1't Way South Federal Way, WA 98001 Dear Cathy: Attached please find contracts signed by Spillman; however, we needed to insert the most recent versions of the Computer Software License Agreement and the Computer Sof~ware Support Agreement. The differenqes between the old and new versions of the agreements are listed on the following 3 pages. Please return one copy of each of the signed contracts for our files. If you have any questions or problems, please do not hesitate to call. ~.~x~B ~,// Best Regards, David F. Mortensen ~/~' Project Manager DM:cf Enc 810 South 100 West, Logan, Utah 84321-5929 (801) 753-1610 FAX (801) 753-3031 Changes in License Agreeement Page 1 Paragraph 1 - 1st Line - "licensing" has been taken out before the word "obligations". 2nd Line - "licensing" has been taken out before the word "proposal". After Paragraph 2 (Licensee may not use, copy, etc.), a new paragraph has been added: "LICENSEE may not allow any other agency, entity or individual to use or have access to the Licensed Program in any manner other than inquire-only unless expressly authorized by SPILLMAN". Page 2 Section 6. "Payment for Goods" has been eliminated in the new contract. Page 3 Section 8. "Customer Remedies" - The final sentence has been eliminated: If only SPILLMAN has made changes to the Licensed Programs, and SPILLMAN cannot make Licensed Programs conform to specifications, SPILLMAN will refund the amounts specifically related to the Licensed Program.) Page 4 The document is signed and approved by Richard Spillman Changes in Support Agreement Page 1 The first sentence has been eliminated: "The computer software known as SPILLMAN Public Safety Software which was developed by Spillman and for which Customer is paying a maintenance fee to Spillman as identified in a Software Order, including any extracts from such software, derivative works of such software, or collective works constituting such software (such as subsequent Releases) to the extent offered to Customer under this Agreement or License Agreement. This sentence has been replaced with: The computer sofavare known as SPILLMAN Public Safety Software which was developed by Spillman and which is the subject of the License Agreement. Page 2 Section 1.4 - First Sentence: The term "functional specifications" has been changed to "documentation". Section 1.7 - The new contract defines "coverage hours" as Monday through Friday 8:00 a.m. to 5:00 p.m. Mountain Tinge excluding holidays" unless Customer prefers to pay support for 24-hour coverage. Section 1.8 - The sentence: "Within Six (6) hours of the Coverage Hours from the time that Spillman verifies that an Error is present, Spilhnan will initiate work toward development of an Error Correction," has been replaced with: "Within Six (6) hours of the Coverage Hours from the time that Customer fa'st notifies Spillman of an Error until Spillman initiates work toward development of an Error Correction. Section 1.10 - The sentence: "An agent of Customer with sufficient training and/or experience with a Software Product to communicate effectively with the Spillman Support personnel," has been replaced with: "An agent of Customer with sufficient training and/or experience with The Licensed Program to communicate effectively with Spillman Support personnel. Section 2 - Twice in the paragraph the term "Sofotare Product" has been replaced with "the Licensed Program." The sentence beginning "To be eligible for Software ........... "has been eliminated. A. The term "software product" has been replaced with "The Licensed Program" B. "Customer has a System Administrator" now reads: "Customer must have a Spillman- certified System Administrator. C. "The hardware platform on which the Software Product is to be used is approved by Spiliman" now reads "The Licensed Program must be operated on a hardware platform approved by Spillman. D. "Customer must be in compliance with the schedule ofpaymants" now reads "Customer must be in compliance with any and all payments due Spillman." Page 3 Section 3.1 (a) "operator" is now "System Administrator." (b) "Customer" is now "System Administrator." (d) Second sentence: the term "within Response Time" has been eliminated. Page 5 In the sentence following 3.2 (I), the phrase "Spillman recommends" has been replaced by "Spillman strongly recommends". Section 4.2 - "Software Product" is replaced with "the Licensed Program". Section 4.3 - "Software Product" is replaced with "the Licensed Program". Section 5.1 The term "within ninety (90) days of installation of the Licensed Program" has been added after "Each System Administrator must be certified by Spillman ........... " Section 5.4 - The entire section from "The training requirements specified may be met in two ways" through the sentence "These costs will be provided on request", is eliminated. Section 6.1 has been divided into two sections - 6.1 and 6.2. (2) "Increases in" has been eliminated (3) "Increase in the number of users on the system" has been changed to "The Customer's support Classification". (4) "Changes in the" has been eliminated .~OF~ Purchasing (206) 661-4077 ~ Payables (206) 661-4064 ,~~ Fax (206) 661-4075 33530 First Way South * Federal Way, WA 98003 DATE: ]- 2 / i 2 / 9 6 [] KO.B, DESTINATION VENDOR #: 003600 ~ CONFIRMING: DO NOT DUPLICATE REQUISITION #: DEPARTMENT: 99  SPILLMAN DATA SYSTEMS INC ~1 CITY OF FEDERAL WAY !I!DI 810 S 100 WEST ~T~ 33530 FIRST WAY SOUTH LOGAN, UT 84321-5929 ~ FEDERAL WAY, WA 98003 SPECIAL INSTRUCTIONS: CONTRACT PURCHASE ORDER *IMPORTAN% Vendor must show Purchase Order Number on all Packages, Bills of Lading, Invoices, and Correspondence. SHIP VIA: 11 1 AGMT )P/POL-RECORD MGMT SOFTWARE , 192,685.00 192,685.00 ~ IS PER AG 96-280 ~ERM:9/16/96 UNTIL FULL DELIVE: ~PPROVER:N SADRI OR T CHANEY ~HIS AMOUNT INCLUDES TAX ~ALF.~ T~X ACCOUNT NUMBER AMOUNT FREIGNT 00!-.~iu0-0 ::9-518--88-o~-.J 192,685.00 192,685.00