HomeMy WebLinkAbout374914 COMPUDYNE PUBLIC SAFETY JUSTICE OLD TIBURON - CONTRACT - PURCHASE ORDER - 6604598SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this "Agreement") is made and entered into this 11`h day of July
11, 2006 (the "Effective Date"), by and between The City of Fort Collins and Larimer County, with their
principal places of business at 300 LaPorte Avenue, Fort Collins, Colorado, 80521 and 200 West Oak, Fort
Collins, Colorado, 80521 respectively Qointly, the "Licensee") and CompuDyne —Public Safety & Justice, Inc.,
a Virginia corporation having its primary place of business at 6200 Stoneridge Mall Road, Suite 400,
Pleasanton, California 94588 ("CompuDyne").
RECITALS
WHEREAS, CompuDyne has developed certain software applications that have been installed on the
Licensee's automated computer system and the Licensee desires to obtain a license and right to use such
software applications on such system in accordance with the terms, and subject to the conditions, set forth
below; and
WHEREAS, CompuDyne has the right to sublicense certain software applications developed bythird
parties that have been installed on the Licensee's automated computer system and the Licensee desires to
obtain a sublicense and right to use such third party software applications on such system in accordance with
the terms, and subject to the conditions, set forth below;
NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement, the
Licensee and CompuDyne hereby agree as follows:
AGREEMENT
Definitions
The following definitions apply to the terms used within this Agreement:
1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same may
from time to time be amended in accordance with the terms hereof.
1.2. "As -Built Specification Document" shall mean, with respect to any Licensed Application,
the document setting forth the specifications for such Licensed Application delivered upon acceptance of
the Licensed Application in accordance with the applicable implementation agreement, as such
specifications may thereafter be modified or supplemented from time to time to reflect Enhancements
subsequently provided by CompuDyne.
1.3. "Authorized Server" shall mean, with respect to any Licensed Application, the server
identified as corresponding to such Licensed Application on Exhibit 1 attached hereto and incorporated
herein by this reference.
1.4. "Authorized Site" shall mean, with respect to any Authorized Server, the address and room
number identified as corresponding to such Authorized Server on Exhibit 1 attached hereto and incorporated
herein by this reference.
1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any translation,
abridgement, revision, modification, or other form in which such Licensed Application may be recast,
transformed, modified, adapted or approved after acceptance of the As -Built Specifications for such Licensed
Application in accordance with the applicable implementation agreement.
1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the
use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is
published or provided to the Licensee by CompuDyne, CompuDyne's subcontractors or the original
manufacturers or developers of third party products provided to the Licensee by CompuDyne, including,
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062403 SJ8 Fort Collins / Larimer County Software License Agreement
EXHIBIT 1
To
Software License Agreement
LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS
This Exhibit is attached to, incorporated into and forms part of the Software License Agreement, dated July 11,
2006, between the Licensee and CompuDyne (herein referred to as the "Agreement'). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
LICENSED APPLICATIONS
The following software applications constitute Licensed Applications under the Agreement. The server and
site locations corresponding to each Licensed Application shall constitute the Authorized Server and
Authorized Site with respect to such Licensed Application for purposes of the Agreement.
Name of Make, Model, Serial Number of
Application Authorized Server
CAD IBM Rack Server 1: p Series
650 Model 6M2
Address and Room Number of Authorized Site
(of Authorized Server)
300 LaPorte Ave, Fort Collins, CO 80521
RMS IBM Rack Server 1: p Series AND 2502 Midpoint Drive, Fort Collins, CO 80525
650 Model 6M2
CMS IBM Rack Server 1: p Series
650 Model 6M2
SUBLICENSED APPLICATIONS
The following software applications constitute Sublicensed Applications under the Agreement. The server and
site locations corresponding to each Sublicensed Application shall constitute the Authorized Server and
Authorized Site with respect to such Sublicensed Application for purposes of the Agreement.
Name of Make, Model, Serial Number of Address and Room Number of Authorized Site
Application Authorized Server (of Authorized Server)
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062403 SJB Exhibit 1 to the Fort Collins / Larimer County Software License Agreement
without limitation, all end user manuals, training manuals, guides, program listings, data models, flow
charts, logic diagrams, and other materials related to or for use with the System.
1.7. "Effective Date" is defined in the preamble hereof.
1.8. "Enhancement" shall mean, with respect to any Licensed Application, a computer program
modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Licensed Application and that is integrated with such Licensed Application after
acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable
implementation agreement, or that is related to a given Licensed Application but offered separately by
CompuDyne after acceptance of the As -Built Specifications for such Licensed Application in accordance with
the applicable implementation agreement.
1.9. "Error" shall mean, with respect to any Licensed Application, a defect in the Source Code for
such Licensed Application that prevents such Licensed Application from functioning in substantial conformity
with the As -Built Specifications with respect thereto.
1.10. "Licensed Application" shall mean each of the software applications set forth on Exhibit 1
attached hereto and incorporated herein by this reference, which software applications were developed by
CompuDyne and furnished to the Licensee in conformity with the As -Built Specifications with respect
thereto, together with all Derivative Works, all Maintenance Modifications and all Documentation with
respect thereto; provided, however, that Licensed Applications shall consist of Object Code only and shall
not include any Enhancements.
1.11. "Licensee" is defined in the preamble hereof.
1.12. "Maintenance Modifications" shall mean, with respect to any Licensed Application, a
computer software change to correct an Error in, and integrated into, such Licensed Application, but that
does not alter the functionality of such Licensed Application and that is provided to the Licensee by
CompuDyne after acceptance of the As -Built Specifications for such Licensed Application in accordance with
the applicable implementation agreement.
1.13. "Object Code" shall mean computer programs assembled or compiled in magnetic or
electronic binary form on software media, which are readable and usable by machines, but not generally
readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
1.14. "Primary Agencies" shall mean Fort Collins Police Services and Larimer County Sheriffs
Office. The City of Fort Collins and Larimer County have executed an intergovernmental agreement to act
as joint owners and operators of the System. Fort Collins Police Services and Larimer County Sheriff's
Office shall act as "umbrella" agencies for the Secondary Agencies.
1.15. "Secondary Agencies" shall mean any public safety or criminal justice agencies (other than
the Primary Agencies) that are contained wholly or partly within the political and legal boundaries of
Larimer County, Colorado.
1.16. "Source Code" shall mean computer programs written in higher -level programming
languages, sometimes accompanied by English language comments. Source Code is intelligible to trained
programmers and may be translated to Object Code for operation on computer equipment through the
process of compiling.
1.17. "Sublicensed Applications" shall mean the software application specified on Exhibit 1
attached hereto developed by any source external to CompuDyne, such as a subcontractor, distributor, re -
seller, personal computer software supplier or system software supplier, and furnished to the Licensee by
CompuDyne for integration into the System.
1.18. "System" shall mean the Licensee's computer automated system consisting of the Licensed
Applications combined with any of the Authorized Servers, the operating systems installed on each of the
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062403 SJB Fort Collins! Larimer County Software License Agreement
Authorized Servers, any database or other third party software products installed on any of the Authorized
Servers, any PC or other workstation equipment having access to any of the Licensed Applications, any
communications interfaces installed on any of the Authorized Servers, any network communications
equipment and any other third party software, wiring, cabling and connections and other hardware relating to
any such Authorized Servers, workstation or network communications equipment located at any of the
Authorized Sites.
1.19. "CompuDyne" is defined in the preamble hereof.
1.20. "CompuDyne Confidential Information" is defined in Section 6.1 hereof.
2. Licenses and Restrictions
2.1. Grant of Licenses. Subject to the conditions set forth in Section 2.2 hereof, CompuDyne
hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual, nonexclusive,
nontransferable license:
(a) to use each Licensed Application and each Sublicensed Application, in Object Code only,
on the Authorized Server with respect thereto and at the Authorized Sites with respect thereto;
(b) to conduct internal training and testing on each Licensed Application and each
Sublicensed Application;
(c) to perform disaster recovery, backup, archive and restoration testing, and implementation
with respect to each Licensed Application and each Sublicensed Application;
(d) to make no more than two (2) archival copies of any Licensed Application or Sublicensed
Application, provided that each copy of any Licensed Application shall include CompuDyne's copyright
and other proprietary notices and each copy of any Sublicensed Application shall include the copyright
and other proprietary notices required by the developer of such Sublicensed Application.
2.2. Conditions to Grant of Licenses. No grant of any license or right pursuant to Section 2.1
hereof with respect to any Licensed Application or any Sublicensed Application shall be effective, and the
Licensee shall have no license or right to use such Licensed Application or such Sublicensed Application,
until such Licensed Application or such Sublicensed Application has been accepted by the Licensee in
accordance with the acceptance terms set forth in the applicable implementation agreement and all
license fees, sublicense fees or royalties with respect to such Licensed Application or such Sublicensed
Application have been paid in full in accordance with the payment terms set forth in the applicable
implementation agreement.
2.3. Restrictions on Use
(a) The Licensee agrees to use the Licensed Applications and the Sublicensed Applications
only for the Licensee's and Secondary Agencies own use. With the exception of the Secondary
Agencies, the Licensee shall not allow use of any Licensed Application or any Sublicensed Application
by any parent, subsidiaries, affiliated entities, or other third parties, or allow any Licensed Application
or any Sublicensed Application to be used on other than on the Authorized Server at the Authorized
Site with respect thereto.
(b) Except as otherwise specifically set forth in Section 2.1 hereof, the Licensee shall have no
right to copy any Licensed Application or any Sublicensed Application. Any copy of any Licensed
Application (whether or not such copy is permitted) shall be the exclusive property of CompuDyne. Any
copy of any Sublicensed Application (whether or not such copy is permitted) shall be the exclusive
property of the developer of such Sublicensed Application. The Licensee shall not distribute or allow
distribution of any Licensed Application or any Sublicensed Application or any Documentation or other
materials relating thereto without CompuDyne's prior written consent.
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062403 SJB Fort Collins / Larimer County Software License Agreement
(c) The Licensee's licenses and rights to use the Licensed Applications and the Sublicensed
Applications is limited to a license and right to use only the Object Code relating thereto. The Licensee
shall have no license or right with respect to the Source Code for any Licensed Application or any
Sublicensed Application.
(d) The Licensee shall not, and shall not permit any other party to, make any alteration,
modification or enhancement to any Licensed Application or any Sublicensed Application unless, and
only to the extent, specifically authorized by CompuDyne. The Licensee shall not, and shall not permit
any other party to, disassemble, de -compile or reverse -engineer any Licensed Application or any
Sublicensed Application.
(e) The Licensee shall not use any Licensed Application or any Sublicensed Application, and
shall not permit any third party to use any Licensed Application or any Sublicensed Application, for
processing data of any entity other than the Licensee and the Secondary Agencies.
(f) The Licensee shall have the authority to grant and extend the right to use the system to the
Secondary Agencies. This authority will include the right to allow the use of licensed software within the
scope of the licensing purchased by the Primary Agencies. This authority will also include the authority
to allow the Secondary Agencies access to that CompuDyne confidential information necessary to
successfully operate the system.
3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, CompuDyne
shall at all times retain all right, title and interest in and to each Licensed Application and all copies thereof
(whether or not permitted), including all Derivative Works, Maintenance Modifications, Enhancements and
Documentation with respect thereto (whether or not developed by CompuDyne). By this Agreement, the
Licensee hereby assigns to CompuDyne any and all rights it may have or later acquire to any and all
Derivative Works (whether or not developed by CompuDyne).
4. Term and Termination
4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i) it has been
fully executed by duly authorized representatives of both parties, and (ii) CompuDyne's receipt of written
notification from the Licensee that any certification or approval of this Agreement required by statute,
ordinance, or established policy of the Licensee has been obtained.
4.2. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3
hereof.
4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days prior
written notice to CompuDyne of its intent to do so. CompuDyne may terminate this Agreement
immediately if the Licensee breaches any material provision of this Agreement.
4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the
Licensee hereunder shall be revoked. Upon termination of this Agreement, and except to the extent
reasonably necessary for the City or County documentation retention requirements or for evidentiary
purposes, (a) the Licensee shall return to CompuDyne, within ten (10) business days of such termination,
all CompuDyne Confidential Information and all devices, records, data, notes, reports, lists,
correspondence, specifications, drawings, blueprints, sketches, materials, equipment other documents or
property relating thereto and all copies of any of the foregoing (in whatever medium recorded); (b) the
Licensee shall discontinue all use of the Licensed Applications and the Sublicensed Applications; and (c)
the Licensee shall certify in a written document signed by an authorized representative that the material
specified in the preceding clause (a) has been returned to CompuDyne, that all copies of the Licensed
Applications and the Sublicensed Applications have been permanently deleted or destroyed, and that all
use of the Licensed Applications and the Sublicensed Applications has been discontinued. The expiration
or termination of this Agreement will not relieve the Licensee of its obligations under Section 6 hereof
regarding CompuDyne. As an alternative to the above, in lieu of returning documents, the City and
County may provide written certification to CompuDyne that all such documents have been destroyed.
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062403 SJB Fort Collins / Larimer County Software License Agreement
5. Limited Warranties and Liability
5.1. Warranty. THE LICENSED APPLICATIONS ARE LICENSED "AS IS". NO EXPRESS OR
IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS
SOFTWARE LICENSE AGREEMENT.
5.2. Limitation of Liability. NEITHER COMPUDYNE NOR ANY PERSON ASSOCIATED WITH
COMPUDYNE SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS
AGREEMENT, EVEN IF COMPUDYNE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS
RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS.
THIS CLAUSE SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY OR ANY OTHER PROVISION OF THIS AGREEMENT.
6. Confidential Information
6.1. CompuDyne Confidential Information. The Licensee agrees to maintain the confidentiality
of any CompuDyne Confidential Information (as defined below) and to treat such information with the
same degree of care and security as it treats its own most confidential information. The Licensee shall
not, without CompuDyne's prior written consent, disclose such information to any person or entity other
than to the Licensee's employees or consultants legally bound to abide by the terms hereof and having a
need to know such information, or sell, license, publish, display, distribute or otherwise use such
information except as authorized by this Agreement. The term "CompuDyne Confidential Information"
shall include all Licensed Applications and any other CompuDyne software applications (whether or not
licensed to the Licensee) and all Derivative Works, Enhancements, Maintenance Modifications and
Documentation with respect thereto as well as any written information of a confidential nature clearly
labeled by CompuDyne as being confidential or otherwise indicated by CompuDyne in writing as being
confidential. The Licensee understands and agrees that CompuDyne Confidential Information constitutes
a valuable business asset of CompuDyne, the unauthorized use or disclosure of which may irreparably
damage CompuDyne. In the event of the Licensee's breach or threatened breach of any of the provisions
in this Agreement, CompuDyne shall be entitled to an injunction obtained from any court having
appropriate jurisdiction restraining the Licensee from any unauthorized use or disclosure of any
CompuDyne Confidential Information, subject to the exceptions in Sec. 6.3, below.
6.2. Exclusions. Notwithstanding Section 6.1 hereof, CompuDyne Confidential Information shall
not include information which the Licensee can demonstrate by competent written proof (a) is now, or
hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or
available or otherwise part of the public domain; (b) is rightfully known by the Licensee without restriction
on use prior to its first receipt of such information from CompuDyne as evidenced by its records; (c) is
hereafter furnished to the Licensee by a third party authorized to furnish the information to the Licensee,
as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by
CompuDyne to disclose.
6.3. Exceptions. Notwithstanding Section 6.1 hereof, disclosure of CompuDyne Confidential
Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof, or pursuant to the provisions of the Colorado
Open Records Act; provided, however, that the Licensee shall first have given notice to CompuDyne
and allowed CompuDyne reasonable opportunity to obtain a protective order to avoid the disclosure,
or to require that the information to be disclosed be used only for the purposes for which the order
was issued;
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary for such purpose; or
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062403 SJB Fort Collins / Larimer County Software License Agreement
(c) the Licensee received the prior written consent to such disclosure from CompuDyne,
but only to the extent permitted in such consent.
6.4. Survival. Unless mutually agreed otherwise in writing, the obligations hereunder with respect
to each item of CompuDyne Confidential Information shall survive the termination or expiration of this
Agreement.
7. Miscellaneous
7.1. Relationship. The relationship created hereby is that of Licensor and Licensee. Nothing
herein shall be construed to create a partnership, joint venture, or agency relationship between the parties
hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and
shall have no power or authority to bind or obligate the other in any manner to any third party. The
employees or agents of one party shall not be deemed or construed to be the employees or agents of the
other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and
is not acting as an agent for or on behalf of any third party.
7.2. No Rights in Third Parties. This Agreement is entered into for the sole benefit of the
CompuDyne and the Licensee and, where permitted above, their permitted successors, executors,
representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any
benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without
limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to
maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with
this Agreement.
7.3. Entire Agreement. This Agreement sets forth the final, complete and exclusive agreement
and understanding between CompuDyne and the Licensee relating to the subject matter hereof and
supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all
other communications between the parties (oral or written) relating to the subject matter hereof.
CompuDyne shall not be bound by any terms or conditions contained in any purchase order or other form
provided by the Licensee in connection with this Agreement and any such terms and conditions shall have
force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any
employee, agent or other representative of CompuDyne shall bind CompuDyne or be enforceable by the
Licensee unless specifically set forth in this Agreement.
7.4. Amendments. No amendment or other modification of this Agreement shall be valid unless
pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of
each of the parties hereto.
7.5. Assignment. Neither party hereto may assign its rights or obligations under this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably withheld;
provided, however, that CompuDyne may assign this Agreement to its successor in connection with a sale of
its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term,
provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the
parties' permitted successors, executors, representatives, administrators and assigns. Any assignment
attempted in contravention of this section will be void.
7.6. Governing Law. All questions concerning the validity, operation, interpretation, construction
and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed
by and determined in accordance with the laws of the State of Colorado without giving effect to the choice of
law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to
any transactions contemplated by this Agreement.
7.7. Arbitration. All questions concerning the validity, operation, interpretation, construction and
enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, may, upon
agreement of the parties, be submitted to and resolved by final and binding arbitration by the American
Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The location for
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062403 SJB Fort Collins / Larimer County Software License Agreement
any such arbitration shall be in the state of Colorado. The parties understand and agree that such
arbitration would be instead of any civil litigation, except that either party may petition a court for a
provisional remedy, and that the arbitrator's decision will be final and binding to the maximum extent
permitted by law and enforceable by any court having jurisdiction thereof.
7.8. Venue. All legal proceedings brought in connection with this Agreement may only be brought
in a state or federal court located in the state of Colorado. Each party hereby agrees to submit to the
personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in
connection with this Agreement.
7.9. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in
writing and must be signed by an authorized representative of the party against whom enforcement of such
waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no
waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be
deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver
of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or
circumstances other than the facts and circumstances specifically addressed by such waiver or to any
future events, even if such future events involve facts and circumstances substantially similar to those
specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute,
or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise
specifically set forth herein, neither party shall be required to give notice to the other party, or to any other
third party, to enforce strict adherence to all terms of this Agreement.
7.10. Severability. If any provision of this Agreement shall for any reason be held to be invalid,
illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction
over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent
permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions
of this Agreement shall remain in full force and effect.
7.11. Survival of Provisions. All provisions of this Agreement that by their nature would
reasonably be expected to continue after the termination of this Agreement, including but not limited to
Section 6.1, will survive the termination of this Agreement.
7.12. Notices. All notices, requests, demands, or other communications required or permitted to
be given hereunder must be in writing and must be addressed to the parties at their respective addresses
set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by
facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day
after being deposited with a reputable overnight air courier service; or (d) three (3) business days after
being deposited with the United States Postal Service, for delivery by certified or registered mail, postage
pre -paid and return receipt requested. All notices and other communications regarding default or
termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and
return receipt requested. Either party may from time to time change the notice address set forth below by
delivering notice to the other party in accordance with this section setting forth the new address and the date
on which it will become effective.
If to CompuDyne: If to the Licensee
CompuDyne — Public Safety & Justice, Inc. City Clerk's Office
6200 Stoneridge Mall Road, Suite 400 300 LaPorte Ave.
Pleasanton, CA 94588 P.O. Box 580
Attn: Contracts Administrator Fort Collins, CO 80522-0580
Phone: 925-621-2700 Phone: 970 221-6515
Fax: 925-621-2791 Fax: 970 221-6295
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062403 SJB Fort Collins / Larimer County Software License Agreement
With copies to:
Fort Collins Police Services Larimer County Sheriffs Office
P.O. Box 580 2501 Midpoint Drive
Fort Collins, CO 80522 Fort Collins, CO 80525
Attn: JoAnne Sizemore Attn: Steven Bebell
Phone: 970 221-6840 Phone: 970 498-5102
Fax: 970 221-6284 Fax: 970 498-9203
7.13. Construction. The paragraph and section headings used in this Agreement or in any exhibit
hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the
scope, content or intent of this Agreement. Any term referencing time, days or period for performance
shall be deemed calendar days and not business days, unless otherwise expressly provided herein.
7.14. Counterparts. This Agreement may be signed in two or more counterparts, each of which
shall constitute an original, and all of which together shall constitute one and the same document.
7.15. Source Code in Escrow. CompuDyne shall retain a copy of CompuDyne Application source
code, and, at no additional charge to the Licensee, shall also deposit a copy of that source code into an
escrow account pursuant to a Master FlexSAFE Agreement with DSI Technology Escrow Services no
later than the effective date of this Agreement. Licensee shall be a named beneficiary of that account,
and will receive deposit verification and semi-annual deposit histories directly from DSI. CompuDyne will
deposit copies of all modules associated with CompuDyne Application(s) implemented hereunder, and
those deposits shall include the developer's notes. In an event whereby Licensee is granted access to the
source code held in escrow, Licensee will not be assessed any additional license fees for the use of the
Source Code.
As used in this Agreement, "Release Condition" shall mean the existence of any one or more of the
following circumstances, uncorrected for more than thirty (30) days:
(a) Entry of an order for relief under Title 11 of the United States Code;
(b) The making by Depositor of a general assignment for the benefit of creditors;
(c) The appointment of a general receiver or trustee in bankruptcy of Depositor's business or
property; or
(d) Action by Depositor under any state or federal insolvency or similar law for the purpose of
its bankruptcy, reorganization, or liquidation;
(e) CompuDyne or its assignee ceases to maintain and otherwise support the source code
for the Licensee, and Licensee provides thirty (30) days written notice to CompuDyne of its intent to
utilize, access, or provide to any third party the CompuDyne source code as defined herein.
CompuDyne reserves a right to cure of thirty (30) days from date of said notice.
7.16. Dissolution. In the event the Primary Agencies dissolve the intergovernmental agreement to
share the ownership and operation of the System, and upon notification to all parties in accordance with
Section 7.12 hereof, all provisions, obligations, rights, and privileges of this agreement and all related
exhibits shall transfer and remain in effect as individual agreements between CompuDyne and each
Primary Agency. The Primary Agencies understand and accept that such dissolution may require an
amendment of this Software License Agreement for each Primary Agency.
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062403 SJB Fort Collins / Larimer County Software License Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below.
Attest:
Robert Brown
SVP ODeratio
N
City Clerk
Approved as to form:
a D4 -
Assistant City Attorney
N 14
COMP DYNE, INC.
By:
Na e: Ken Elmer
Title: SVP Finance & Administration
(Corporate Seal)
THE CITY OF FORT COLLI
A Colorado Munici Corpor t n
By:
Darin Atteberry, City Manager
Jas B. O'Neill II, CPPO, FNIGP
Di for of Purchasing and Risk Management
—7/z -/X6
LARIMER COUNTY, COLORADO
A political subdivision of the State of Colorado
By: Bebe I
Bebe "Lie
Information Services Director
Larimer County Sheriffs Office
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062403 SJB Fort Collins / Larimer County Software License Agreement