HomeMy WebLinkAboutSpillman Support Agreement 02-15-96SPI uman CDr y
COMPUTER SOFTWARE SUPPORT AGREEMENT
This Support Agreement ("this Agreement') is made and entered into this _6_11day of� 195k, by and
between:
SPILLMAN DATA SYSTEMS. INC. ("Spillman")
810 SOUTH 100 WEST
LOGAN, UTAH 84321
801)753-1610
AND
Auburn Police Department ("Customer")
101 North Division
Auburn, WA 98001
(206)931-3042
WITNESSETH:
WHEREAS, Spillman and Customer entered into that certain Computer Software License Agreement dated
Ap ( T , 19 %* (the "License Agreement') under which Customer obtained a non-exclusive, nontransferable
license to use certain computer software 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
DEFINITIONS
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 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 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." 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 functional specifications
for the Licensed Program published from time to time by Spillman. However, any nonconformity resulting from
Customer's misuse or improper use of the Licensed Program 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 functional specifications, 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 Spillman as minor or major, depending on Spillman's assessment
of their value and of the function added to the preexisting Licensed Program.
1.7 "Coverage Hours." Seven days a week, 24 hours a day.
1.8 "Response Time." Within Six (6) hours of the Coverage Hours from the time that Spillman verifies that an Error
is present, Spillman will initiate work toward development of an Error Correction.
1.9 "Releases." New versions of the Licensed Program, which new versions may include both Error Corrections and
Enhancements.
1.10 "System Administrator." An agent of Customer with sufficient training and/or experience with a Software
Product to communicate effectively with the Spillman Support personnel.
Section 2
ELIGIBILITY FOR SUPPORT
To be eligible for support for a Software Product, Customer must meet the following requirements. Acceptance of this
Agreement by Spillman is conditioned upon confirmation by Spillman that a Software Product is eligible for support.
Customer agrees that the obligation of Spillman to continue to provide Services with respect to a Software Product shall
terminate if, at any time during the term of this Agreement, these requirements are not met. Nothing in this Agreement
shall be construed to obligate Spillman to make Customer support available for a Software Product for so long as Customer
shall not have a valid Software Agreement for such Software Product.
To be eligible for Software Support for a Software Product, Customer must meet all of the following requirements:
A. Customer has a valid Computer Software License Agreement for the Software Product;
B. Customer has a System Administrator
C. The hardware platform on which the Software Product is to be used is approved by Spillman.
D. Customer must be in compliance with the schedule of payments.
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.
Section 3
SCOPE OF SERVICES
3.1 During the Agreement Term, Spillman shall render the following services in support of the 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 operator reports
of system irregularities.
b. Spillman shall maintain a telephone hot line that allows Customer 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
Errors when reported to Spillman in accordance with Spillman's standard reporting procedures. Spillman
shall, after verifying that such an Error is present, initiate work, within Response Time, in a diligent
manner toward development of an Error Correction. Following completion of the Error Correction,
Spillman shall provide the Error Correction through a "temporary 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 Errors 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 Logan, Utah, for regular or advanced training.
g. Spillman shall consider and evaluate the development of Enhancements for the specific use of Customer
and shall respond to Customer's requests for additional services pertaining to the 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:
I. 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 the hardware vendor on these matters. Spillman will
still be available to provide assistance whenever needed.
2. Spillman is forced to work with the company that developed 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, in writing, all operating system upgrades in advance to verify that the
upgrade is necessary and compatible with the Spillman software.
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, Idemix), 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.
Printers connected off the back of terminals/personal computers (pass through printing) or network
printers are not supported by Spillman.
Spillman recommends that the customer obtains a support agreement with the third party vendors for the items listed in
Section 3.2.
Section 4
OBLIGATION OF CUSTOMER
4.1 Customer shall provide reasonable 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 a Software Product became apparent.
4.3 Customer must maintain a modem and data set connected 24 hours per day, 7 days a week, to the direct dial
network near any CPU used with a Software Product 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 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 both Customer and Spillman.
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.
The training requirements specified may be met in two ways:
The courses are offered twice each year at the offices of Spillman Data Systems in Logan, Utah.
no charge for users attending this training, but they must travel to Logan and pay their own living
expenses. Course dates may be obtained from the Training Department at Spillman Data Systems,
class schedule is:
Monday:
8 AM - 5 PM Unix Fundamentals
Tuesday:
8 AM - 5 PM Unix Fundamentals, continued
Wednesday:
8 AM - 5 PM Unix Fundamentals, continued
Thursday:
8 - 12 AM System Introduction - Inquiry & Reports
1-3PM
3 - 5 PM System Administration: Introduction to Security
Friday:
8 - 12 AM System Introduction - Data Entry, Modification
1-3PM
3 - 5 PM System Administration: Security, continued
Saturday:
8 AM - 12 AM System Administration
There is
The
2. Any of the above courses may also be provided at the agency. A classroom with sufficient terminals must
be provided. The agency must pay for the training at the reduced rate, travel, and living expenses.
Theses costs will be provided on request.
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. Spillman reserves the right to change its Maintenance Fees from time to time,
provided that no such change will be effective until at least 90 days after Spillman has given Customer written
notice of such change. Fee changes will result from changes in (1) Software Prices, (2) Increases in the number of
modules, (3) Increase in the number of users on the system, (4) Changes in the computer hardware or (5) Selection
by Customer of different Coverage Hours.
6.2 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 (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.
6.3 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 Licensed
Software and to obtain from Spillman the services called for by this Agreement.
6.4 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.
6.5 On-site assistance will be performed as requested by Customer. However, Customer will be billed according to the
Spillman Fee Schedule 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 software 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 Customer's own facility; (2) use such Vendor Programs in connection
with the Licensed Programs, and in a manner consistent with the requirements of the License Agreement, for
purposes of serving Customer's 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 Programs 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 acknowledgement, 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 expressed or implied and representations with respect to the licensed
program, except as stated in the 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 arising in connection with this agreement shall not
exceed the total fees and charges paid to Spillman by the Customer within the last 12 months.
8.3 No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out
of the performance of services under this Agreement, may be brought by either party more than six (6) years after
such cause of action accrued, except that an action for nonpayment may be brought within six (6) years of the date
of the last payment.
Section 9
TERMINATION
9.1 This Agreement 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
10.1 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 hereof. 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.
10.3 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 properties.
10.4 The 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.
(Customer:]
Signed: �1
Printed: 1 wi(d W, 4
Title: C�ItT oT Te�ic�
Date: /—O� 19�
Accepted and Approved by Spillman:
Signed:c
Printed: Duane Barker
Title: Vice President - Finance
Date: z'Z 19 % �O
[softmain101795]
Customer Name
Agreement No.
1.
2.
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Name:
Title:
Office Phone Number
Beeper Number: 1.11
Home Phone Number:
Mailing Address: 1
APPENDIX A
SYSTEM ADMINISTRATORS
Date
SYSTEM ADMINISTRATORS
Name:UroucA
Title: a61 Ser
AT -
Office Phone Number:
(gob Uq - 6bbb
Beeper Number: (204)903-
0913
Home Phone Number:
Mailing Address:
Name: ?&LJ Truhee"
Title: Corrs_GI7Gtu
cos
Office Phone Number:
i20b 931- 3018
Beeper Number:
Home Phone Number:
Mailing Address:
[Customer:
Title: & of �RL tz
Date:�s 19Q6_
9
Customer Name
Agreement No.
Name:
Title: o
Office Phone Number:
Beeper Number: _
Home Phone Number:
Mailing Address: _
APPENDIX A
SYSTEM ADMINISTRATORS
Date
SYSTEM ADMINISTRATORS
2. Name: Jnaa ttrW,ndeZ
Title: `{Wa &ervius �4c,�Jsi
Office Phone Number: 206 q,31 -
Beeper Number:
Home Phone Number:
Mailing Address:
3.
Name: A V1d'avi
Title: `DOzei7ye /
Office Phone Number:
Beeper Number:
Home Phone Number:
Mailing Address:
[Customer:
Printed:/�.UIVid Wrd
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Title: w
Date: 415- 19 96
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S[data1�11cll1
systems, inc.
SUPPORT ORDER
Customer: Auburn Police Department
101 North Division
Auburn, WA 98001
Contact: Cheryl Price
(206) 931-3042
Law Enforcement Software Modules:
HUB
Police Records
Bar Code Evidence Tracking
Fleet Maintenance
Personnel
Geobase
Jail Managment
Commissary Management
Laptop Rep. - Narrative only
810 South 100 West
Logan, Utah 84321
(801)753-1610
Date: 416.146,
Software Maintenance Total $9,720 (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.
Appr e B
ame/Title
#*& /9y
Date
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