HomeMy WebLinkAbout382919 COMPRISE TECHNOLGIES - CONTRACT - CONTRACT - 6601787SAM
END USER LICENSE AND SERVICE AGREEMENT
This License And Service Agreement, (Agreement), is made and entered into this 21st day of February 2006, by
and between Comprise Technologies, Inc, (Comprise) located at 1041 Route 36 West, PO Box 425, Navesink, New
Jersey 07752 and the City of Fort Collins, a Colorado municipal corporation (Licensee) located at 300 LaPorte Ave.,
P.O. Box 580, Fort Collins, CO 80522, for the use of the Fort Collins Public Library, 201 Peterson St., Fort Collins,
CO 80524..
Recitals
Comprise is in the business of developing and commercializing proprietary software that permits the management of
access to computers, applications, Internet resources, and peripheral devices.
Licensee is a municipal government that offers library services to the public.
Licensee desires to obtain the right to use certain Comprise proprietary technology and information in connection
with the Licensee's computer services.
NOW THEREFORE, the parties agree as follows:
Contract Documents
The provisions of this document along with the following Exhibits incorporated herein by reference collectively
form and are referred to as the "Agreement".
Exhibit A
Licensee Information
Exhibit B
SAM Functions And Components
Exhibit C
SAM Library Preparation Form and Completed Site Report
Exhibit D
Installation, Training, Technical Support, Maintenance And Repair/Replacement
Exhibit E
Cost And Payment
Exhibit F
Form of Addendum
For the purposes of this Agreement:
A. Licensee shall be the business organization set forth in Exhibit A to this Agreement.
B. "SAM", "Smart Access Manager" and "SAM Software" will have the meaning set forth in Exhibit
B to this Agreement.
Statement Of Intent
The propose of this Agreement is to provide SAM to Licensee, or the branches of Licensee located at the addresses
scheduled on Exhibit A.
SAM Delivery And Installation
SAM shall be delivered to the Licensee by Comprise within thirty (30) calendar days of the execution of this
Agreement by both parties, or as otherwise specified in Exhibit A.
At Licensee's option and expense, SAM can be installed by Comprise. Installation of SAM shall occur within
normal library business hours unless otherwise requested by Licensee. If Comprise is to install SAM, Licensee
agrees to designate an authorized representative to sign a Library Preparation Form when the location is ready and a
Completed Site Report when the mutually acceptable functionality is reasonably available for Library's use,
attached as Exhibit C.
SAM Acceptance
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06 fmal last 1 3/ 13/2
EXHIBIT C
SAM- Completed Site Report
Location:
City, St:
Comprise Installer: _. Date
SAM Version(s) Installed: _ Number of PCs
This report verifies that the installer has finished the task of installing SAM software on each licensed computer and
that to the satisfaction of each signing party SAM is functioning at the indicated location. This report releases the
installer from further work at the site.
IMPORTANT: Signing this form does not mean that SAM software is running without "bugs", or that the Licensee
has had sufficient time to use the product and report on the functionality of each element. Comprise Technologies
continues to be responsible for the support and maintenance of SAM as specified in the License Agreement.
This report establishes for the record a date at which this Licensee can begin using SAM. By signing it the Licensee
indicates that Comprise may invoice and receive payment for SAM at this site. This report also establishes the
Initial Term Start Date for SAM License and Maintenance obligations.
Punch List Items
The following items are to be com leted, but do not prevent the Licensee from using SAM
Description Affected Functionality Expected Delivery Date
Signed & Dated By:
For Comprise Date For Licensee Daze
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06 final last 10 3/ 13/200 '
EXHIBIT D
INSTALLATION, TRAINING, TECHNICAL SUPPORT,
MAINTENANCE AND REPAIR/REPLACEMENT
INSTALLATION
At Licensee option, Comprise can install SAM at library facilities. Comprise installation services are strictly based
upon the following requirements, which Licensee agrees to:
A. Installation will be by site appointment, which is subject to change with 3 days notice,
B. Patron computers on which SAM is to be installed will be turned off and removed from public service for
the duration of the installation appointment,
C. Comprise installer(s) shall be given reasonable unrestricted access to Licensee facilities,
D. Comprise installer(s) shall be given a library -computer -network account login and password with sufficient
rights to accomplish unaided installation of SAM on any intended Licensee device, including servers,
E. Conditions differing from those specified above, or different from those agreed to in advance by Comprise
will result in additional charges, which Licensee agrees to reimburse at the cost actually incurred or pay at
the labor rate of $130 per hour.
TRAINING
Training of Licensee/Library staff in use of SAM and of individual system components shall be by Comprise or
Comprise representatives unless otherwise specified. Comprise shall provide training and user manual
documentation as follows:
1. Administrator (person responsible for policies and parameters); this individual is usually well versed in
SAM functionality long before the installation. Comprise provides guides to assist in the planning and
preparation for SAM. The Administrator is free to participate in the "hands-on" training of the Application
Specialist, who actually implements the policies and parameters determined by the library.
2. Application Specialist (person responsible for the server); this individual is trained "hands-on" during the
server software installation.
3. Technical Staff (person(s) responsible for library network, computers, and printers); this individual(s) is
trained "hands-on" during the library software installation.
4. Staff (person(s) who works in library) are trained in '/, day sessions with practice exercises that are divided
into three parts:
a. Understanding the SAM patron interface,
b. Using the SAM staff interface, and,
c. Implementing the policies of the library.
Staff training shall be performed during a series of half -day consecutive sessions, at a mutually acceptable
centralized Licensee facility until all selected staff has had the opportunity to attend one session. Staff training
sessions shall be concurrent with site installation.
Training of Library staff, including any and all required travel, lodging, meals, transportation, and/or related
expenses, shall be included in the payment(s) to the extent specified in Exhibit E, Cost And Payment.
TECHNICAL SUPPORT
Licensee understands and agrees that requests of Comprise for technical support are handled on an impact priority
basis, and not necessarily on the order in which they are received. Licensee agrees to accurately indicate the Impact
Level of each support request according to the following scale:
A. Critical: System does not function
B. Severe: Operation severely degraded
C. Moderate: Operation moderately degraded
D. Minor: No performance impact.
Comprise shall respond to requests for technical support according to the guidelines and procedures more fully
described in the SAM Customer Support Manual, a copy of which has been provided to Licensee, and which
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06 fmal ]ask I 1 3i 13/200
________________________________________________________ - i_______________1'
Licensee acknowledges is acceptable to it. Comprise reserves the right to change its technical support guidelines
and procedures and will provide Licensee with revised SAM Customer Support Manual(s) as appropriate.
Licensee further agrees that any support request that does not include an indication of impact level will be
considered by Comprise to be of minor impact.
Licensee agrees to allow Comprise unscheduled remote Internet access to the server(s) on which SAM software is
installed. Such access shall facilitate and allow Comprise full access to SAM software, the SAM patron database,
and Microsoft Windows directories, and permit unrestricted file transfer and manipulation. Licensee shall be
responsible for the purchase and installation of pcAnywhere 32-bit version 10 or newer on the server(s) prior to the
scheduled installation of SAM. Licensee agrees to keep pcAnywhere in the waiting mode and provide Comprise
with the necessary IP Address, User Name and Password to access the server.
Comprise shall provide to Licensee and shall maintain a single "trouble desk" contact point for report of System
defects or problems.
A. Comprise "trouble desk" contact point shall be responsible for coordination of repair and/or replacement of
any and all system components provided by Comprise and Comprise representative.
B. Comprise shall establish a single contact point between the Licensee and all system manufacturers, and
suppliers.
C. The Comprise "trouble desk" contact point shall be available for the reporting of System problems or
defects by calling (800) 531-0132 during the following hours (Monday —Friday 7:00 am. — 9:30 pm.,
Saturday 9:00 am. — 6:00 pm., Sunday 9:00 am. — 6:00 pm. EST) or by emailing
techsu000rt(a),comorisetechnolo iee s com.
D. Requests for technical support with Moderate or Minor impact levels shall be addressed by Comprise
during its normal business service hours (Monday —Friday 9:00 am. — 6:00 pm. EST). Requests for support
of these impact level may not be addressed on Comprise -recognized holidays or during the period between
approximately December 15ih and the first Monday of each successive new year.
E. Licensee shall designate two (2) employees (one in the Library and one in Information Services Division)
who will be authorized to contact the Comprise "trouble desk."
F. These designated Licensee staff shall coordinate their calls and inquiries so that Comprise does not receive
conflicting information or instructions from library.
MAINTENANCE AND REPAIR/REPLACEMENT
All proprietary SAM components as provided by Comprise or Comprise representative shall be maintained by
Comprise against defects in workmanship or functionality for a period of twelve (12) months from the date of
successful acceptance of SAM by the Licensee. Third party hardware/software is warranted separately by the
manufacturer.
Any system components or parts of components provided by Comprise that fail within the maintenance period(s)
shall be replaced or repaired by Comprise within three (3) business days, Monday through Friday. This service shall
be at no cost to Licensee unless those components or parts have failed due to actions of the Licensee staff or by
other system users.
Any and all travel expenses by Comprise or Comprise representative, related to repair or replacement of individual
system components within this first twelve month maintenance period, shall be included in the purchase price unless
those components or parts have failed due to actions of the Licensee staff or other System users.
SAM software license 2-24-06 fmal las
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
l2 3/ 13/200 _________________________________________________________
EXHIBIT E
COST AND PAYMENT
Payment Due Date: See Schedule Below
Payment Amount: (see attached Comprise Cost Proposal). Any modification of the Payment Amount must be made
in an Amendment signed by both parties.
Annual Renewal Due Date: One (1) year from the date that the Completed Installation Report is signed by Licensee.
See Note Below
Annual Renewal Amount: (see attached Comprise Cost Proposal) If the Annual Renewal Amount includes third
party warranty payments, such Renewal Amount is subject to dollar -for -dollar adjustment to reflect
increases/decreases in the actual amount(s) charged by third party vendors.
u Smart Access Manager (SAM")
GUM
February 17, 2006
The Total Solution for Managing Patron
Technology"
Fort. Collins Public Library
Fort Collins, CO
Comprise Sales Representative: Diane Weinberger
Number of Sites: 2
Number of Public PCs: 100
(inclided Catalog)
Required components:
Unit Cost
Units
Total
I. Server Software -SAM Web:
$19,500
1
$19,500
- Central Server Software Application Engine
Inc.
- 2 Site Server Access Licenses
inc.
- SAM Database Setup
inc.
- Link Configuration to Integrated Library System
inc.
II. Client Workstation Software:
2 Site Licenses (includes 100 client licenses)
Included
100
$0
- User Authentication
inc.
- Time / Session Manager
inc.
- Print Manager & Cost Control System
Included
- Computer Sign -Up and Reservation System
inc.
- Internet Filter Control Manager
inc.
- PAC -Man (catalog and database manager)
inc.
- Staff Remote PC Control & Activity Manager
inc.
- Usage Reports
inc.
III. System Setup Support & Training: 4 days on -site
$3,500
1
$3,500
- Server Installation / Configuration
inc.
- Initial Site Client Installations
inc.
- On -site Staff Training
inc.
4 da Tues- Fri.
u tbo
Re uired Sub -total
$23,000
kOn-site
l to
uned Suta$23,000
Optional components:
IV. Bell R3000 MSA Filler Appliance
$1,995
0
$0
Sell R3000 MSA Internet Users -1 YEAR (50 User Pack)
$1,100
0
$0
OR
Bell R3000 MSA Internet Users - 3 YEARS (50 User Pack)
$2,200
0
$0
- Filter w/ multi -level access controls
- Auto Age Advancement Technology
SAM software license 2-24-06 final lase _____-______-._____--__13-------------------------------------- 3/13/200h___
Deleted: SAM software license 2-2.4-06
Deleted: 3/3/2006
V. Desktop Card Readers
- Enhanced Feature Reader with Cash Command for $1,195 5 $5,975
SAM Print Vending Applications
VI. Coin & Bill Tower
- Accepts bills & coins, non -networked tower requires dedicated PC
- Free Standing Base
$2,414
$152
0
0
$0
VII. Device Controllers wl integrated barcode reader
- Networked device controls patron interaction with copiers.
$1,225
0
$0
Vlll. Sign -Up Station Display Device (First Available)
- LED hardware display and scanner equipment
$925
0
$0
IX. Install of Optional Hardware I Software Services
-Additional Site Configuration and Installation (per site)
-8e6 Internet Filter Service Installation / Configuration
- Coin and Bill Activation & Shipping (per device)
- Reader and Writer Activation & Shipping (per device)
- Device Controller Activation & Shipping (per device)
- Device Controller Installation ""
- LED Sign Up Station Activation & Shipping (per unit)
$500
$800
$100
$50
$325
TBD
$1
0
0
0
5
0
0
0
$0
$0
$0
$250
$0
$0
$0
-
O tonal Sub -total
56,225
Annual Software License and Technical Support
Unit
Cost
l12
month tech su ort, licensi , and full u rades 100 Users
1
$4,600
$6012rrrorNFilter
F4ar.0
Renewal Year 2
1
Same as initial
12 morth su ort and maintenance for Readers/APM/ Devices Controllers
1
$898 9
1. Annual Software License, Technical Support and Upgrade Fees are INCLUDED in YEAR ONE
2. Microsoft SQL 2000 Standard Edition database required on SAM web server by licensee, not included
3. pcAnywhere (32 bit) or equivalent (VPN w/ Remote Desktop) required for remote access to SAM server, not included
4. Quote valid for 30 days
5. Payment terms; SAM software due upon install, hardware 50% due upon order, 50% due upon proof of shipment
Include Catalog PCs in client count if you use Sam's Pac Man
Additional charges are required to implement the Credit Card Program (setup, per transaction, etc.)
"" Device Controller installations will be done by the library's current copier
Installation:
Phase 1
SAM Server and 10 Public PCs will be installed remotely, approximate date, week of March 27th, 2006
Phase 2
On -Site Installation will take place approximately, July — August 2006 after the library has updated all
public PCs to ADS
Payment Terms:
80% of payment on Date of Installation of server and 10 PCs
20% on Acceptance approximately 30 days later
Renewal Date:
The renewal date will be the One Year Anniversary from the date the on -site completion form is signed.
Estimated Renewal Date: August 1, 2007.
Deleted: SAM sotware license 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06 fmal las __14 3/ 13/200
____________________________________________________________§i______________l
EXHIBIT F
FORM OF ADDENDUM
LICENSE AMENDMENT
Upon execution by both parties, the License And Service Agreement, (Agreement), by and between Comprise
Technologies, Inc, (Comprise) located at 1041 Route 36, PO Box 425, Navesink, New Jersey 07752 and the
Licensee listed below is hereby amended as follows:
Licensee:
Address:
City, State, Zip Code:
Description of Amendment:
Initial Cost of Amendment:
Initial Cost Payment Due Date: Upon Installation
Annual Renewal Cost of Amendment:
Annual Renewal Payment Due Date: Upon Installation
OR
Annual Renewal Due Date: One (I) year from the date that the Completed Installation Report is signed by Licensee.
Entire Addendum; Amendment
This Addendum constitutes the entire amendment of the Agreement between the parties and shall supersede and
merge all prior and contemporaneous communications, understandings and agreements with respect to the subject
matter hereof.
COMPRISE TECHNOLOGIES, INC. [NAME]
1041 Route 36 West [ADDRESS]
PO Box 425 [LOCATION]
Navesink, New Jersey 07752
Print Name: Daniel Curtin Print Name:
Title: President Title:
Date: Date:
Deleted: SAM wnwaze license 2-24-06
Deleted: 3/3/2006
SAM wflware tceose2-24-O6fma11asL153/13/2___
For purpose of acceptance, SAM shall perform satisfactorily without any "Critical" or "Severe" failures as defined
in the Technical Support section of Exhibit D for a period of thirty (30) calendar days under normal operation and
intended use.
In case of failure prior to acceptance, Licensee shall provide Comprise with a total of thirty (30) calendar days to
resolve problems and restore SAM functions as defined in this Agreement. If the failure cannot be resolved within
that time period, Licensee can return SAM and Comprise shall refund any payments made toward the purchase price
as set forth in Exhibit E within thirty (30) calendar days to the Licensee.
Comprise shall not be liable or responsible nor be in default of this Agreement for any local, regional, or global
problems with the communications network, nor Force Majeure, nor by damage caused by negligent use by
Licensee, library staff or other users.
Cost And Payment
Payment for SAM as set forth in Exhibit E shall be due upon delivery (or installation by Comprise at Licensee's
option), unless otherwise specified in Exhibit E. Additional Licensee sites may obtain SAM according to the unit
costs set forth in Exhibit E. Subsequent installation charges will reflect actual expense plus a twenty-five percent
(25%) handling charge, unless otherwise specified in Exhibit E.
Term And Termination.
This Agreement shall commence on the Agreement Date and continue for the Initial Term set forth on Exhibit A and
shall be automatically renewed for additional one (1) year terms thereafter, unless earlier terminated pursuant to this
section below, or by Licensee upon any anniversary of the Agreement Date by providing Comprise at least thirty
(30) calendar days notice of non -renewal, or by Comprise effective at expiration of the initial term or any extended
term thereafter by providing Licensee at least ninety (90) calendar days notice of non -renewal.
Any obligations of Licensee under this Agreement for subsequent calendar years are specifically contingent on
annual appropriation of sufficient funds therefore by Licensee's City Council, which appropriations are within the
City Council's sole discretion
This Agreement may be terminated by either party by reason of a material breach hereof by the other party,
following thirty (30) calendar days (15 days in the case of a payment default) notice and failure of the breaching
party to cure the breach.
Upon termination of this Agreement, all license rights hereunder will terminate and Licensee will immediately cease
use of SAM software and return all copies of SAM in the possession of, or under the control of, Licensee.
Licensee's liability for any charges, payments, fees or expenses due to Comprise that accrued prior to the
termination date shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier
date), shall be immediately due and payable on the termination date. All indemnities, rights to accrued or accruing
payments, confidentiality obligations, and employment restrictions shall survive termination.
Restrictions on Licensee
Licensee shall not make or distribute copies of SAM software except as provided under this Agreement.
Licensee shall not de -compile, reverse engineer, disassemble, or otherwise reduce SAM software to human -
perceivable form.
The Licensee shall not access, request delivery of or use the software source code except as may be provided under
separate Source Code Agreement.
Licensee shall not modify, rent, lease, lend, transfer, sell, distribute, assign the rights to, or create derivative works
of SAM or any part thereof.
Licensee shall notify its employees and/or agents who may have access to SAM of the restrictions contained in this
Agreement and make every reasonable effort to ensure their compliance with these restrictions.
Licensee shall not, nor shall it knowingly permit, others to use SAM:
(a) for any unlawful, immoral, harmful, fraudulent, or obscene purpose;
(b) to send any virus or harmful code to any third party;
(c) to attempt to or to break into or violate the security of any computer file, database, or network, or
violate another person's privacy or access, alter, steal, corrupt, or destroy any data;
SAM software license 2-24-06 fin _al last 3/13/200 _
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006 -
J
(d) to alter, tamper with, repair, circumvent any aspect of SAM;
(e) to make unauthorized representations or claims regarding SAM.
In the event that Licensee, or any third party through Licensee, directly or indirectly, inadvertently, negligently or
otherwise, violates any of the prohibitions herein, Comprise expressly reserves the right to immediately suspend or
terminate this Agreement without further liability or obligation to Licensee. In addition, to the extent permitted by
law and the Charter of the City of Fort Collins, Licensee agrees to indemnify and hold Comprise harmless from and
against any and all damages, expenses, judgments, settlements, claims, liabilities, losses or costs of civil or criminal
defense, including reasonable attorneys' fees, that arise out of such violation, whether incurred by Comprise directly
or paid to a third party. Nothing herein shall be construed as waiver of the provisions of the Colorado Governmental
Immunity Act.
License
Licensee is granted a non-exclusive end user license to use SAM software in the normal course of Licensee's
business. Licensee is authorized to make copies of the software and any associated documentation provided by
Comprise so that Licensee has sufficient copies to support its' use of the product. Such use is restricted to
Licensee's facilities. This license may not be transferred or assigned, except that Licensee may assign this license to
another governmental entity, such as a library district, should such entity assume ownership of Licensee's library
facilities and/or equipment. Licensee shall give Comprise prompt notice of such assignment, and thereafter the City
of Fort Collins shall have no further obligations hereunder.
Ownership
The foregoing License gives Licensee limited rights to use SAM. Comprise retains title to SAM software, source
code, documentation, manuals, artwork and all copies thereof, all of which are protected by United States copyright
laws, international treaty provisions, the Uniform Commercial Code, and Agreement law. All rights not
specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Comprise.
Licensee acknowledges that nothing in this Agreement shall give it any right title or interest in SAM, other than the
License rights granted herein.
Limited Warranties
COMPRISE WARRANTS TO LICENSEE THAT DURING THE TERM OF THIS AGREEMENT, SAM WILL
CONFORM TO ITS DOCUMENTATION AND SPECIFICATIONS WHEN USED IN COMPLIANCE WITH
SUCH DOCUMENTATION, AND WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP
UNDER NORMAL USE. IF THE LICENSEE SHOULD DISCOVER A WARRANTY CLAIM HEREUNDER,
COMPRISE WILL CORRECT THE PROBLEM WITHIN 30 CALENDAR DAYS TIME OF RECEIVING
WRITTEN NOTICE OF THE CLAIM FROM LICENSEE. OTHER THAN THE LIMITED WARRANTY SET
FORTH HEREIN, COMPRISE HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINIUNGEMENT OR ANY
WARRANTY ARISING OUT OF CUSTOM, COURSE OF PERFORMANCE OR TRADE. FURTHERMORE,
LICENSEE ACKNOWLEDGES IT HAS RELIED ON NO OTHER WARRANTIES AND THAT NONE ARE
MADE BY COMPRISE, ITS SUPPLIERS OR AUTHORIZED SOLUTION PROVIDERS. IF LICENSEE'S
JURISDICTION DOES NOT ALLOW THE ABOVE DISCLAIMER OF IMPLIED WARRANTIES, THE
DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO 60 CALENDAR DAYS FROM THE
DELIVERY OF SAM TO LICENSEE. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF SAM.
Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPRISE OR ANYONE ELSE
INVOLVED IN THE CREATION, PRODUCTION, DELIVERY OR LICENSING OF SAM BE LIABLE TO
LICENSEE OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS
OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY
LOSS) BASED ON BREACH OF AGREEMENT, TORT (INCLUDING NEGLIGENCE), PRODUCT —
LIABILITY, OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE SAM, WHETHER OR Deleted: SAM software ficeou 2-24-06
Deleted: 3/3/2006
SAM software licose 2-24-06 fmal lase 3 3/ 13/200 6
NOT THE POSSIBILITY OR CAUSE OF SUCH DAMAGES WAS KNOWN TO COMPRISE. IN ANY
EVENT, COMPRISE'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL
NOT EXCEED THE AMOUNT PAID BY LICENSEE TO COMPRISE IN THE TWELVE (12) MONTHS
PERIOD PRECEDING ANY NOTICE OF CLAIM BY LICENSEE. LICENSEE ACKNOWLEDGES THAT
SERVICE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT
COMPRISE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. SOME
STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.
Licensee's Indemnification of Comprise
To the extent permitted by law and the Charter of the City of Fort Collins, Licensee shall indemnify, hold harmless
and defend Comprise and its directors, officers, employees and agents, at Licensee's expense, against any and ail
losses, liabilities, judgments, awards and costs (including reasonable legal fees and expenses) arising from or
relating to any breach or default of Licensee's obligations under this Agreement or arising from any negligent act or
omission or willful misconduct by Licensee or its employees, agents, invitees, licensees, or users. Nothing herein
shall be construed as a waiver of the provisions of the Colorado Governmental Immunity Act.
Comprise' Indemnification of Licensee
Comprise will indemnify, hold harmless and defend Licensee and its directors, officers, employees and agents, at
Comprise expense, against any and all losses, liabilities, judgments, awards and costs (including reasonable
attorneys' fees) arising from or relating to (a) any default by Comprise hereunder; (b) any negligent act or omission
or willful misconduct by Comprise or its employees, agents, invitees, or licensees; or (c) any claim that Licensee's
use or possession of SAM infringes or violates U.S. copyright, U.S, trade secret or other U.S. proprietary right of
any third party; provided, that Comprise will not be required to indemnify Licensee hereunder for (i) liability created
by any Licensee modifications or changes to SAM from those specifications listed in the attached Schedule(s) and
(ii) for Licensee's failure to use SAM as described in the Schedule(s) or to implement a fix provided by Comprise.
Indemnification Procedure
The party seeking indemnification ("Indemnified Party") shall provide the other party ("Indemnifying Party"): (a)
reasonably prompt written notice of any such claim or action and permit the Indemnifying Party, through counsel
reasonably acceptable to the Indemnified Party, to answer and defend such claim or action; and (b) information
available to the Indemnified Party, reasonable assistance and authority, at the Indemnifying Party's expense, to
assist the Indemnifying Party in defending such claim or action. The
Indemnifying Party will not be responsible for any settlement made by the Indemnified Party without the
Indemnifying Party's written permission, which permission shall not be unreasonably withheld. In the event the
parties agree to settle a claim or action, each party agrees not to publicize the settlement (except to the extent
required by law) without first obtaining the other party's written permission, which permission will not be
unreasonably withheld. The Indemnified Party shall have the right to employ separate counsel and participate in the
defense of any claim or action at its own cost and expense.
Confidentiality
Each party agrees that it will not disclose to any third party or unauthorized personnel any information concerning
the customers, employees, Agreement pricing, trade secrets, methods, processes, procedures or any other
confidential, financial or business information of the other party which it learns during the course of its performance
of this Agreement, without the prior written consent of the other party unless such disclosure is required by law,
including the Colorado Open Records Act. Neither party shall use any such confidential information belonging to
the other to obtain any economic or other benefit for itself or any third party, except as specifically authorized.
Employment Restriction
Licensee agrees that during the term of this Agreement and for a period of one (1) year thereafter, it shall not in any
way intentionally induce, persuade, or permit any Comprise programming or technical support personnel to become
an employee, consultant, or agent of Licensee.
SAM software license 2-24-06 fmal last_____________________ 4___________________________________ 3/13/2006_
DeleW: SAM software license 2-24-06
Deleted: 3/3/2006
_1
Force Majeure
The parties will not be in default and liable for breach of this Agreement in the event their business is interrupted
because of strikes, labor disturbances, lockout, riot, fire, flood, outside electrical failure, outside telecommunications
facilities failure, computer virus, act of God, the public enemy, or any other cause, whether like or unlike the
foregoing, if beyond the reasonable efforts of the parties to control and which may prevent or delay them from
performing their obligations hereunder.
Notices
All notices must be delivered to the persons whose names, addresses, signatures and titles are located at the end of
this Agreement in the mutual signature block. All notices shall be in writing and shall be deemed given if delivered
by personal delivery, by certified or registered mail with return receipt required, by recognized overnight delivery
services, or by a comparable delivery system. Facsimile notice may be used so long as legitimate evidence of
receipt is available and such proof is presented in the event of a dispute. Notice shall be effective upon receipt.
Miscellaneous
Section Headings are used in this Agreement for convenience of reference only and shall not affect the meaning of
any provision of this Agreement. No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall
be effective unless made in writing and signed by an authorized representative of the waiving party. Neither this
Agreement, nor any terms and conditions contained herein, shall he construed as creating a partnership, joint venture
or agency relationship or as granting a franchise.
Governing Law And General Provisions
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. If any part
of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement,
which shall remain valid and enforceable according to its terms. If either party employs attorneys to enforce any
Tights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys' fees, costs, and other expenses. The rights in this Agreement are personal to Licensee and shall not be
transferred or assigned by operation of law or otherwise, without the prior written consent of Comprise. Any
transfer or assignment in violation of this paragraph shall be void and will have no force and effect to Comprise.
Entire Agreement; Amendment
Upon execution, this Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof, and shall supersede and merge all prior and contemporaneous communications, understandings and
agreements. This Agreement shall not be amended except by a written amendment subsequent to the effective date
and signed by a corporate officer of Comprise and an authorized representative of Licensee.
COMPRISE TECHNOLOGIES, INC.
1041 Route 36 West
PO Box 425
Navesink el ey 077
By:
Print Name: Daniel Curtin
CITY OF FORT COLLINS, COLORADO
300 LaPorte Ave.
Fort Collins, CO 80521..
By.
Print e: James B. O'Neill
Title: President Title: Director of Purchasing and Risk Management
/
Date: i / Date: % d
Deleted: SAM software ]i 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06fmal last ---------------- _----------- ---------------------------------------- 3/13/200(i--______________f';
EXHIBIT A
LICENSEE INFORMATION
Name: City of Fort Collins, Colorado
Address: 300 LaPorte Ave., P.O. Box 580
City, State, Zip Code: Fort Collins, CO 80522
Agreement Date: The date this License And Service Agreement is executed by Comprise.
Initial Term Start Date: The date that the Completed Site Installation Report is signed by Licensee.
Initial Term End Date: Five (5) years from the Initial Term Start Date.
Licensed Location(s):
SAM License Transfer:
If at anytime during the contract years the library forms its own district. Comprise Technologies will transfer the
SAM License to the Fort Collins District Library. Currently the City of Fort Collins is the
SAM software license 2-24-06 fmal last 6
Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
3/13/200
EXHIBIT B
SAM FUNCTIONS AND COMPONENTS
SAM shall be defined as a product capable of performing the following functions and consisting of the following
components, all of which shall be provided by Comprise unless otherwise specified.
SAM FUNCTIONS
A. User Authentication. SAM will authenticate users into its' own database. SAM will, at Licensee option,
populate its' database via industry standard protocol to query a library's automation software for patron
record data.
B. Session Time & Mode Management. SAM will enable the Licensee to manage both Time and Mode of
patron session. Time: SAM will automatically monitor and enforce total daily time allocation, individual
session time, and inactivity time. Modes: SAM will support at least two modes of Session Management.
The first, PC Manager Mode, governs access to the entire computer similar to a standard network log on.
The second, Internet Manager Mode, governs only access to the Internet so that the computer can be used
without log -on for other purposes.
C. Computer Reservations &/or I" Available Sign -Up. (Optional in some versions of SAM). SAM can allow
patrons to: a) reserve a library computer and/or b) add their name to an automated waiting list for the next
available computer. Reservations can be made in the library or if optionally configured over the Internet.
The Licensee is able to determine how many reservations a patron can make on one day, how far into the
future reservations are accepted, and the reservation length of time and grace period. Is` Available Sign -Up
is an in -library feature that automatically assigns computers not in use to the next person on the waiting list.
The Licensee is able to create multiple waiting lists to for computers by type or location. Computer
Reservations and I" Available Sign -Up can both function within the same physical library but should not
be associated with a specific PC.
D. Internet Access/Filter Management (Optional). SAM can integrate with authorized 3'" party filter services
so that each patron automatically receives Internet access consistent with the Licensee's policy. SAM
Internet Access Management features can include:
• Birth date driven category levels
• Automatic category level advance at milestone birth dates
• Community Standard override tables
• Self service Internet filter selection for adults
E. Print Cost Control & Recovery. (Optional in some versions of SAM). SAM can be configured differently
to meet the requirements of various sites, specifically:
• Restrict print to a limited number of pages
• Support a "first "x" pages free" policy
• Notify patrons of print charges before they are incurred
• Assess different print charges by printer
• Allow Licensee -designated patrons to print free or at a reduced rate
• Print document cover page.
F. System/Desktop Security (Optional). SAM can include a desktop security module designed to provide a
stable, protected operating environment for patron computers. The range of controlled Microsoft Windows
functions includes appearance items, start menu and taskbar, keyboard and mouse, directory and drive
availability, and network, printer, and system restrictions.
G. Report Manager. SAM will produce reports for any of the connected machines or appliances. Reports are
date -range driven and can be run for either the entire system or by individual site. Reports include:
• Patron Report
• Group Report
• Audit Report
• Reservation Report -
Print Report Deleted: SAM software license 2-24-06
Deleted: 3/3/2006
SAM software license 2-24-06 £mal last 7 3/13/?QOh----------------�
SAM cannot be used to generate reports that associate Internet destination requests by individual patron.
The availability and performance of SAM FUNCTIONS is dependent upon the Library's technology platform,
protocol support, and client operating system(s). Not all SAM FUNCTIONS are compatible with thin client
networks.
SAM COMPONENTS
A. SAM Software: shall consist of the following:
• Server -installed Comprise proprietary code. This code is the SAM "engine"; it includes the
rules, parameter settings, and other data needed for SAM to function as well as an interface by
which the Licensee can maintain that information.
• Patron -computer -installed Windows -compatible access management application,
• Staff -computer -installed Windows -compatible interface to database,
B. Other Software: shall consist of the following, provided by licensee unless otherwise specified
herein:
• Windows 2000 Server Operating System or better
• Server -installed Microsoft SQL 2000 Standard (w/single processor license) database,
• Server -installed pcAnywhere 32-bit version by Symantec 1 license
C. Optional Software: can consist of the following, provided by licensee unless otherwise specified
herein:
• Proxy/ISA Product:
Microsoft NT Server 4.0 or Win 2000 Server
Microsoft Proxy 2.0 with Service Pack 6 or newer or Microsoft ISA
One (1) site non-exclusive end -user licensed copy of a specified multilevel
filtering database,
D. Hardware: can consist of the following, provided by licensee unless otherwise specified herein.
• SAM Server components shall consist of the following:
Computer tower or rack mount with motherboard and power supply,
Intel 1.4 GHz Processor (or better depending upon load),
10 GB Hard Disk space,
1 GB Ram,
10/ 100mps Network Interface Card,
Video Card
• Proxy/ISA Server components shall consist of the following:
Computer tower or rack mount with motherboard and power supply,
Intel 850 MHz Processor (or better depending upon load),
500 MB Hard Disk space,
512 MB Ram,
10/1 OOmps Network Interface Card,
Video Card
E. Peripherals and Other Supplies: One (1) copy per location of any and all related manuals,
publications, and/or instructions on the use of SAM components.
SAM software license 2-24-06 £ma1 Ia%
Deleted: SAM software H"aw 2-24-06
Deleted: 3/3/2006
g______________________________.__ 3/13/2006________________�' '
EXHIBIT C
.SAM Library Preparation Form
Location:
City, St:
Responsible Party: Date:
Licensee has requested that Comprise install SAM software at the location(s) listed above. By signing this form,
Licensee is confirming that it is ready for such installation, having prepared itself as more fully described in the
Installation Procedure Checklist and other documents supplied by Comprise. This confirmation includes, but is not
limited to:
ADVANCE FIELD TESTING AND ACCEPTANCE OF INTENDED -USE MODULES BY LICENSEE
A. Authentication
❑ SAM is communication with the Licensee's ILS database in a manner and frequency desired. Licensee is
able to apply desired patron record information to SAM functionality.
B. Session Manager
❑ SAM is performing Log onloff, with session timers and messages at correct times and with Location
settings in all modes, including safe mode.
C. Internet Manager
❑ SAM is granting users access to the Internet in the manner and with limitations/entitlements desired.
D. Print Manager
❑ SAM is managing print in the manner and with limitations/charges desired. WE HAVE TESTED
PRINTING WITH Microsoft Office, Internet browsers and Adobe PDF sites or files.
E. Reservations
❑ SAM is signing persons up, whether in Reservation or I" Available format, and assigning PCs in a manner
desired.
F. Staff Functions
❑ SAM is enabling staff to perform the functions we desire.
Licensee acknowledges it has been informed that the installation of SAM will be most efficient and have the greatest
likelihood of success if the product is installed exactly as it has been field tested by the Licensee. Licensee further
acknowledges it has been informed that the Comprise installer will resist changing the way the product is configured
during his/her site visit and Licensee agrees to this restriction.
By signing this form the Licensee is acknowledging that SAM has tested to their expectations and that the intended
Public PCs, Catalog PCs, Staff PCs, printers and copiers are ready and in place for SAM installation team to
schedule site installation.
Licensee acknowledges it has been informed that differing site conditions may result in additional charges. Any such
additional charges must be agreed to in an Amendment signed by both parties before such charges are incurred.
Signed & Dated By:
For Licence Date For Comprise Date
Deleted: SAM software license 2-24-06
�. Deleted: 3l3/200b
SAM soflwaze licrnse 2-24-06 final lass______________________ 9_________________________-------------------------------J /